INDEX
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 2 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 3 |
STATEMENT OF FINANCIAL POSITION
Parent company | Consolidated | Parent company | Consolidated | |||||||||||||||||
ASSETS | Note | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | LIABILITIES | Note | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | |||||||||
CURRENT ASSETS | CURRENT LIABILITIES | |||||||||||||||||||
Cash and cash equivalents | 4 | 3,876,139 | 1,368,980 | 7,576,625 | 4,237,785 | Loans and borrowings | 15 | 811,919 | 3,033,034 | 1,059,984 | 3,132,029 | |||||||||
Marketable securities | 5 | 312,515 | 396,994 | 314,158 | 418,182 | Trade accounts payable | 16 | 8,156,231 | 5,270,762 | 8,996,206 | 5,784,419 | |||||||||
Trade and other receivables | 6 | 5,254,064 | 6,153,937 | 4,136,421 | 3,090,691 | Supply chain finance | 17 | 1,452,637 | 842,037 | 1,452,637 | 842,037 | |||||||||
Inventories | 7 | 5,161,261 | 2,786,147 | 6,802,759 | 3,887,916 | Lease liability | 18 | 302,946 | 313,058 | 383,162 | 376,628 | |||||||||
Biological assets | 8 | 2,044,288 | 1,545,127 | 2,129,010 | 1,603,039 | Payroll, related charges and employee profit sharing | 860,836 | 754,032 | 940,816 | 825,254 | ||||||||||
Recoverable taxes | 9 | 812,338 | 274,480 | 899,120 | 473,732 | Taxes payable | 268,347 | 268,193 | 395,630 | 517,208 | ||||||||||
Recoverable income taxes | 9 | 28,888 | 40,291 | 43,840 | 152,486 | Derivative financial instruments | 24 | 378,543 | 151,722 | 384,969 | 153,612 | |||||||||
Derivative financial instruments | 24 | 361,315 | 193,740 | 377,756 | 195,324 | Provision for tax, civil and labor risks | 21 | 860,889 | 1,081,103 | 865,338 | 1,084,308 | |||||||||
Restricted cash | 1 | 296,294 | 1 | 296,294 | Employee benefits | 20 | 114,938 | 87,996 | 125,230 | 95,919 | ||||||||||
Assets held for sale | 15,637 | 16,671 | 186,025 | 99,245 | Advances from related parties | 30 | 8,960,394 | 5,364,164 | - | - | ||||||||||
Other current assets | 348,722 | 495,743 | 446,269 | 590,733 | Liabilities directly associated with assets held for sale | - | - | 21,718 | - | |||||||||||
Other current liabilities | 335,137 | 329,166 | 814,638 | 512,591 | ||||||||||||||||
Total current assets | 18,215,168 | 13,568,404 | 22,911,984 | 15,045,427 | Total current liabilities | 22,502,817 | 17,495,267 | 15,440,328 | 13,324,005 | |||||||||||
NON-CURRENT ASSETS | NON-CURRENT LIABILITIES | |||||||||||||||||||
LONG-TERM RECEIVALBLES | Loans and borrowings | 15 | 18,498,335 | 13,395,970 | 21,344,442 | 15,488,250 | ||||||||||||||
Marketable securities | 5 | 15,044 | 14,891 | 344,577 | 307,352 | Trade accounts payable | 16 | 13,781 | 12,347 | 13,781 | 12,347 | |||||||||
Trade and other receivables | 6 | 49,569 | 71,029 | 49,864 | 71,029 | Lease liability | 18 | 1,965,748 | 1,939,494 | 2,153,519 | 2,054,552 | |||||||||
Recoverable taxes | 9 | 4,868,219 | 5,167,016 | 4,868,198 | 5,169,547 | Taxes payable | 141,252 | 190,257 | 141,252 | 190,257 | ||||||||||
Recoverable income taxes | 9 | 54,123 | 264,428 | 54,859 | 269,263 | Provision for tax, civil and labor risks | 21 | 837,106 | 709,760 | 837,382 | 710,061 | |||||||||
Deferred income taxes | 10 | 2,068,769 | 1,808,494 | 2,109,064 | 1,845,862 | Deferred income taxes | 10 | - | - | 26,527 | 85,310 | |||||||||
Judicial deposits | 11 | 553,276 | 575,681 | 553,341 | 575,750 | Liabilities with related parties | 30 | 41,892 | 960,056 | - | - | |||||||||
Biological assets | 8 | 1,154,726 | 1,016,642 | 1,221,749 | 1,081,025 | Employee benefits | 20 | 521,855 | 506,791 | 651,325 | 593,555 | |||||||||
Receivables from related parties | 30 | 315 | 234 | - | - | Derivative financial instruments | 24 | 727 | 3 | 727 | 3 | |||||||||
Derivative financial instruments | 24 | 234 | 49,991 | 234 | 49,991 | Other non-current liabilities | 249,691 | 482,109 | 242,089 | 1,093,942 | ||||||||||
Restricted cash | 24,357 | - | 24,357 | - | ||||||||||||||||
Other non-current assets | 77,829 | 78,516 | 82,123 | 85,537 | ||||||||||||||||
Total long-term receivables | 8,866,461 | 9,046,922 | 9,308,366 | 9,455,356 | Total non-current liabilities | 22,270,387 | 18,196,787 | 25,411,044 | 20,228,277 | |||||||||||
EQUITY | 22 | |||||||||||||||||||
Capital | 12,460,471 | 12,460,471 | 12,460,471 | 12,460,471 | ||||||||||||||||
Capital reserves | 142,080 | 192,845 | 142,080 | 192,845 | ||||||||||||||||
Investments | 12 | 11,922,325 | 6,499,517 | 8,874 | 14,880 | Accumulated losses | (2,594,028) | (3,996,985) | (2,594,028) | (3,996,985) | ||||||||||
Property, plant and equipment, net | 13 | 11,168,558 | 11,333,302 | 12,215,580 | 12,276,889 | Treasury shares | (123,938) | (38,239) | (123,938) | (38,239) | ||||||||||
Intangible assets | 14 | 3,186,476 | 3,139,532 | 5,220,102 | 4,908,079 | Other comprehensive loss | (1,298,801) | (722,469) | (1,298,801) | (722,469) | ||||||||||
Attributable to controlling shareholders | 8,585,784 | 7,895,623 | 8,585,784 | 7,895,623 | ||||||||||||||||
Non-controlling interests | - | - | 227,750 | 252,726 | ||||||||||||||||
Total non-current assets | 35,143,820 | 30,019,273 | 26,752,922 | 26,655,204 | Total equity | 8,585,784 | 7,895,623 | 8,813,534 | 8,148,349 | |||||||||||
TOTAL ASSETS | 53,358,988 | 43,587,677 | 49,664,906 | 41,700,631 | TOTAL LIABILITIES AND EQUITY | 53,358,988 | 43,587,677 | 49,664,906 | 41,700,631 |
The accompanying notes are an integral part of the financial statements.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 4 |
Parent company | Consolidated | ||||||||
Note | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | |||||
CONTINUING OPERATIONS | |||||||||
NET SALES | 26 | 32,583,136 | 28,746,067 | 39,469,700 | 33,446,980 | ||||
Cost of sales | 29 | (26,227,283) | (22,747,326) | (29,998,822) | (25,370,042) | ||||
GROSS PROFIT | 6,355,853 | 5,998,741 | 9,470,878 | 8,076,938 | |||||
OPERATING INCOME (EXPENSES) | |||||||||
Selling expenses | 29 | (4,405,558) | (3,990,848) | (5,587,488) | (4,911,666) | ||||
General and administrative expenses | 29 | (507,540) | (409,851) | (770,282) | (615,683) | ||||
Impairment loss on trade receivables | 6 | (4,822) | (21,336) | (12,137) | (23,899) | ||||
Other operating income (expenses), net | 27 | (185,186) | 503,998 | (254,178) | 428,820 | ||||
Income (loss) from associates and joint ventures | 12 | 6,320,756 | 1,186,569 | - | (1,737) | ||||
INCOME BEFORE FINANCIAL RESULTS AND INCOME TAXES | 7,573,503 | 3,267,273 | 2,846,793 | 2,952,773 | |||||
Financial expenses | 28 | (2,568,149) | (2,838,637) | (1,889,454) | (3,096,716) | ||||
Financial income | 28 | 371,496 | 1,246,368 | 420,757 | 1,304,187 | ||||
Foreign exchange and monetary variations | 28 | (4,221,192) | (671,308) | (230,298) | (72,870) | ||||
INCOME BEFORE TAXES | 1,155,658 | 1,003,696 | 1,147,798 | 1,087,374 | |||||
Income taxes | 10 | 227,906 | 198,544 | 242,271 | 125,887 | ||||
INCOME FROM CONTINUING OPERATIONS | 1,383,564 | 1,202,240 | 1,390,069 | 1,213,261 | |||||
DISCONTINUED OPERATIONS | |||||||||
LOSS FROM DISCONTINUED OPERATIONS | - | (904,628) | - | (915,809) | |||||
INCOME FOR THE YEAR | 1,383,564 | 297,612 | 1,390,069 | 297,452 | |||||
Net Income from Continuing Operations Attributable to | |||||||||
Controlling shareholders | 1,383,564 | 1,202,240 | 1,383,564 | 1,202,240 | |||||
Non-controlling interest | - | - | 6,505 | 11,021 | |||||
1,383,564 | 1,202,240 | 1,390,069 | 1,213,261 | ||||||
Net Loss From Discontinued Operations Attributable to | |||||||||
Controlling shareholders | - | (904,628) | - | (904,628) | |||||
Non-controlling interest | - | - | - | (11,181) | |||||
- | (904,628) | - | (915,809) | ||||||
INCOME PER SHARE FROM CONTINUING OPERATIONS | |||||||||
Weighted average shares outstanding - basic | 809,110,872 | 811,539,167 | |||||||
Income per share - basic | 23 | 1.71 | 1.48 | ||||||
Weighted average shares outstanding - diluted | 811,348,808 | 813,867,119 | |||||||
Income per share - diluted | 23 | 1.71 | 1.48 | ||||||
LOSSES PER SHARE FROM DISCONTINUED OPERATIONS | |||||||||
Weighted average shares outstanding - basic | 809,110,872 | 811,539,167 | |||||||
Losses per share - basic | 23 | - | (1.11) | ||||||
Weighted average shares outstanding - diluted | 809,110,872 | 811,539,167 | |||||||
Losses per share - diluted | 23 | - | (1.11) |
The accompanying notes are an integral part of the financial statements.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 5 |
STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Parent company | Consolidated | ||||||||
Note | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | |||||
Income for the year | 1,383,564 | 297,612 | 1,390,069 | 297,452 | |||||
Other comprehensive income (loss) | |||||||||
Gain (loss) on foreign currency translation of foreign operations | (207,734) | 626,254 | (179,426) | 595,588 | |||||
Loss on net investment hedge | (277,856) | (66,818) | (277,856) | (66,818) | |||||
Gain (loss) on cash flow hedge | 24 | (81,500) | 39,444 | (81,500) | 39,444 | ||||
Gain on debt investments measured at FVTOCI (1) | 5 | 178 | 2,184 | 178 | 2,184 | ||||
Net other comprehensive income (loss), to be reclassified to the statement of income in subsequent periods | (566,912) | 601,064 | (538,604) | 570,398 | |||||
Gain on equity investments measured at FVTOCI (1) | 5 | 2,384 | 100,721 | 2,384 | 100,721 | ||||
Actuarial loss on pension and post-employment plans | 20 | (11,804) | (148,735) | (12,272) | (150,521) | ||||
Net other comprehensive income, with no impact into subsequent statement of income | (9,420) | (48,014) | (9,888) | (49,800) | |||||
Comprehensive income (loss), net of taxes | 807,232 | 850,662 | 841,577 | 818,050 | |||||
Attributable to | |||||||||
Controlling shareholders | 807,232 | 850,662 | 807,232 | 850,662 | |||||
Non-controlling interest | - | - | 34,345 | (32,612) | |||||
807,232 | 850,662 | 841,577 | 818,050 |
(1) | FVTOCI: Fair Value Through Other Comprehensive Income. |
Items above are stated net of income taxes and the related taxes are disclosed in note 10.
The accompanying notes are an integral part of the financial statements.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 6 |
STATEMENT OF CHANGES IN EQUITY
Attributed to controlling shareholders | |||||||||||||||||||||||||||||
Other comprehensive income (loss) | |||||||||||||||||||||||||||||
Paid-in capital | Capital reserve | Treasury shares | Accumulated foreign currency translation adjustments | Marketable securities at FVTOCI | Gain (losses) on cash flow hedge | Actuarial losses | Retained earnings (losses) | Total equity | Non-controlling interest | Total shareholders' equity (consolidated) | |||||||||||||||||||
BALANCES AT DECEMBER 31, 2018 | 12,460,471 | 115,354 | (56,676) | (752,815) | (98,451) | (396,165) | (28,088) | (4,279,003) | 6,964,627 | 567,150 | 7,531,777 | ||||||||||||||||||
Adoption of IFRS 16 | - | - | - | - | - | - | - | 6,287 | 6,287 | - | 6,287 | ||||||||||||||||||
Comprehensive income (loss) (1) | |||||||||||||||||||||||||||||
Gains (losses) on foreign currency translation of foreign operations | - | - | - | 626,254 | - | - | - | - | 626,254 | (30,666) | 595,588 | ||||||||||||||||||
Loss on net investment hedge | - | - | - | (66,818) | - | - | - | - | (66,818) | - | (66,818) | ||||||||||||||||||
Gains on marketable securities measured at FVTOCI (2) | - | - | - | - | 102,905 | - | - | - | 102,905 | - | 102,905 | ||||||||||||||||||
Unrealized gains in cash flow hedge | - | - | - | - | - | 39,444 | - | - | 39,444 | - | 39,444 | ||||||||||||||||||
Actuarial losses on pension and post-employment plans | - | - | - | - | - | - | (118,123) | - | (118,123) | (1,786) | (119,909) | ||||||||||||||||||
Employee benefits remeasurement - defined benefit | - | - | - | - | - | - | (30,612) | 30,612 | - | - | - | ||||||||||||||||||
Income (loss) for the year | - | - | - | - | - | - | - | 297,612 | 297,612 | (160) | 297,452 | ||||||||||||||||||
SUB-TOTAL COMPREHENSIVE INCOME (LOSS) | - | - | - | 559,436 | 102,905 | 39,444 | (148,735) | 328,224 | 881,274 | (32,612) | 848,662 | ||||||||||||||||||
Realized loss in marketable securities at FVTOCI (2) | - | - | - | - | - | - | - | (52,493) | (52,493) | - | (52,493) | ||||||||||||||||||
Appropriation of income (loss) | |||||||||||||||||||||||||||||
Dividends | - | - | - | - | - | - | - | - | - | (4,988) | (4,988) | ||||||||||||||||||
Share-based payments | - | (6,861) | 18,437 | - | - | - | - | - | 11,576 | - | 11,576 | ||||||||||||||||||
Acquisition (sale) of non-controlling interests | - | 84,352 | - | - | - | - | - | - | 84,352 | (276,824) | (192,472) | ||||||||||||||||||
BALANCES AT DECEMBER 31, 2019 | 12,460,471 | 192,845 | (38,239) | (193,379) | 4,454 | (356,721) | (176,823) | (3,996,985) | 7,895,623 | 252,726 | 8,148,349 | ||||||||||||||||||
Comprehensive income (loss) (1) | |||||||||||||||||||||||||||||
Gains (losses) on foreign currency translation of foreign operations | - | - | - | (207,734) | - | - | - | - | (207,734) | 28,308 | (179,426) | ||||||||||||||||||
Loss on net investment hedge | - | - | - | (277,856) | - | - | - | - | (277,856) | - | (277,856) | ||||||||||||||||||
Gains on marketable securities measured at FVTOCI (2) | - | - | - | - | 2,562 | - | - | - | 2,562 | - | 2,562 | ||||||||||||||||||
Unrealized losses in cash flow hedge | - | - | - | - | - | (81,500) | - | - | (81,500) | - | (81,500) | ||||||||||||||||||
Actuarial gains (losses) on pension and post-employment plans | - | - | - | - | - | - | 7,589 | - | 7,589 | (468) | 7,121 | ||||||||||||||||||
Employee benefits remeasurement - defined benefit | - | - | - | - | - | - | (19,393) | 19,393 | - | - | - | ||||||||||||||||||
Income for the year | - | - | - | - | - | - | - | 1,383,564 | 1,383,564 | 6,505 | 1,390,069 | ||||||||||||||||||
SUB-TOTAL COMPREHENSIVE INCOME (LOSS) | - | - | - | (485,590) | 2,562 | (81,500) | (11,804) | 1,402,957 | 826,625 | 34,345 | 860,970 | ||||||||||||||||||
Appropriation of income (loss) | |||||||||||||||||||||||||||||
Dividends | - | - | - | - | - | - | - | - | - | (4,458) | (4,458) | ||||||||||||||||||
Share-based payments | - | 180 | 20,371 | - | - | - | - | - | 20,551 | - | 20,551 | ||||||||||||||||||
Acquisition (sale) of non-controlling interests (3) | - | (50,945) | - | - | - | - | - | - | (50,945) | (54,863) | (105,808) | ||||||||||||||||||
Acquisition of treasury shares | - | - | (106,070) | - | - | - | - | - | (106,070) | - | (106,070) | ||||||||||||||||||
BALANCES AT DECEMBER 31, 2020 | 12,460,471 | 142,080 | (123,938) | (678,969) | 7,016 | (438,221) | (188,627) | (2,594,028) | 8,585,784 | 227,750 | 8,813,534 |
(1) | All changes in other comprehensive income are presented net of taxes. |
(2) | FVTOCI: Fair Value Through Other Comprehensive Income. |
(3) | Acquisition of remaining participation in the subsidiary Al-Wafi (note 1.1). |
The accompanying notes are an integral part of the financial statements.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 7 |
Parent company | Consolidated | |||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | |||||
OPERATING ACTIVITIES | ||||||||
Income from continuing operations | 1,383,564 | 1,202,240 | 1,390,069 | 1,213,261 | ||||
Adjustments for: | ||||||||
Depreciation and amortization | 1,267,169 | 1,273,704 | 1,517,402 | 1,503,039 | ||||
Depreciation and depletion of biological assets | 789,496 | 728,904 | 876,976 | 798,239 | ||||
Result on disposal of property, plant and equipments and investment | 29,287 | 4,197 | 40,220 | 15,402 | ||||
Write-down of inventories to net realizable value | 93,592 | 138,526 | 122,082 | 149,517 | ||||
Provision for tax, civil and labor risks | 318,041 | 813,282 | 319,237 | 836,357 | ||||
Impairment | - | - | 10,160 | 22,927 | ||||
Income from investments under the equity method | (6,320,756) | (1,186,569) | - | 1,737 | ||||
Financial results, net | 6,417,845 | 2,263,577 | 1,698,995 | 1,865,399 | ||||
Tax recoveries and gains in tax lawsuits | (379,087) | (1,218,993) | (379,087) | (1,218,993) | ||||
Deferred income tax | (227,906) | (197,640) | (319,644) | (220,586) | ||||
Employee profit sharing | 235,195 | 213,317 | 283,065 | 269,755 | ||||
Other | 253,512 | 54,139 | 265,621 | 35,104 | ||||
3,859,952 | 4,088,684 | 5,825,096 | 5,271,158 | |||||
Trade accounts receivable | 976,661 | (806,010) | (481,192) | (182,126) | ||||
Inventories | (2,468,706) | 2,746 | (2,622,702) | (130,646) | ||||
Biological assets - current | (499,161) | (85,323) | (524,414) | (94,087) | ||||
Trade accounts payable | 2,028,927 | (43,628) | 2,154,693 | (392,533) | ||||
Supply chain finance | 620,232 | (31,788) | 620,232 | (31,760) | ||||
Cash generated by operating activities | 4,517,905 | 3,124,681 | 4,971,713 | 4,440,006 | ||||
Investments in securities at FVTPL (1) | - | (89,046) | - | (92,911) | ||||
Redemptions of securities at FVTPL (1) | 102,064 | 37,516 | 102,172 | 39,189 | ||||
Interest received | 78,070 | 144,333 | 87,334 | 180,686 | ||||
Dividends and interest on shareholders' equity received | 304,357 | 9,425 | - | 15,551 | ||||
Payment of tax, civil and labor provisions | (269,819) | (564,344) | (269,820) | (564,342) | ||||
Payment of interest | (1,260,768) | (1,125,888) | (1,421,539) | (1,290,853) | ||||
Derivative financial instruments | 916,503 | (265,982) | 923,709 | (325,486) | ||||
Payment of income taxes | - | - | (155) | (98) | ||||
Other operating assets and liabilities | (78,553) | (201,059) | 24,216 | 228,722 | ||||
Net cash provided by operating activities | 4,309,759 | 1,069,636 | 4,417,630 | 2,630,464 | ||||
Net cash applied by operating activities from discontinued operations | - | (62,671) | - | (109,234) | ||||
Net cash provided by operating activities | 4,309,759 | 1,006,965 | 4,417,630 | 2,521,230 | ||||
INVESTING ACTIVITIES | ||||||||
Investments in securities at amortized cost | - | - | - | (15,362) | ||||
Redemptions of securities at amortized cost | - | 89,046 | - | 95,638 | ||||
Redemptions of securities at FVTOCI (2) | - | 209,448 | 26,352 | 264,965 | ||||
Redemption of restricted cash | 285,672 | 579,159 | 285,672 | 599,847 | ||||
Additions to property, plant and equipment | (758,954) | (357,881) | (804,609) | (417,165) | ||||
Additions to biological assets - non-current | (907,497) | (761,273) | (1,006,222) | (837,930) | ||||
Proceeds from disposals of property, plant, equipments and investment | 126,540 | 400,523 | 126,540 | 1,879,220 | ||||
Additions to intangible assets | (95,164) | (62,747) | (96,181) | (64,320) | ||||
Sale of participation in subsidiaries with loss of control | - | - | 38,546 | - | ||||
Sale (acquisition) of participation in joint ventures and subsidiaries | (1,087) | (3,005) | (1,087) | (3,005) | ||||
Capital increase (decrease) in associates and joint ventures | (10,065) | - | - | - | ||||
Advance for future capital increase | - | (1,559) | - | - | ||||
Net cash provided by (used in) investing activities | (1,360,555) | 91,711 | (1,430,989) | 1,501,888 | ||||
Net cash used in investing activities from discontinued operations | - | - | - | (58,782) | ||||
Net cash provided by (used in) investing activities | (1,360,555) | 91,711 | (1,430,989) | 1,443,106 | ||||
FINANCING ACTIVITIES | ||||||||
Proceeds from debt issuance | 9,701,377 | 5,158,456 | 10,420,333 | 5,399,158 | ||||
Repayment of debt | (9,861,770) | (8,258,629) | (10,247,359) | (9,481,138) | ||||
Treasury shares acquisition | (106,070) | - | (106,070) | - | ||||
Acquisition of non-controlling interests | - | - | (100,390) | (183,672) | ||||
Payment of lease liabilities | (473,984) | (465,797) | (553,556) | (553,017) | ||||
Net cash used in financing activities | (740,447) | (3,565,970) | (587,042) | (4,818,669) | ||||
Net cash provided by financing activities from discontinued operations | - | - | - | 1,567 | ||||
Net cash used in financing activities | (740,447) | (3,565,970) | (587,042) | (4,817,102) | ||||
EFFECT OF EXCHANGE RATE VARIATION ON CASH AND CASH EQUIVALENTS | 298,402 | 9,576 | 939,241 | 54,540 | ||||
Net increase (decrease) in cash and cash equivalents | 2,507,159 | (2,457,718) | 3,338,840 | (798,226) | ||||
Balance at the beginning of the year | 1,368,980 | 3,826,698 | 4,237,785 | 5,036,011 | ||||
Balance at the end of the year | 3,876,139 | 1,368,980 | 7,576,625 | 4,237,785 |
(1) | FVTPL: Fair Value Through Profit and Loss. |
(2) | FVTOCI: Fair Value Through Other Comprehensive Income. |
The accompanying notes are an integral part of the financial statements.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 8 |
Parent company | Consolidated | |||||||
12.31.20 | 12.31.19 (1) | 12.31.20 | 12.31.19 (1) | |||||
1 - REVENUES | 37,320,794 | 33,075,718 | 44,209,570 | 38,128,568 | ||||
Sales of goods and products | 36,613,811 | 32,018,719 | 43,503,289 | 37,055,006 | ||||
Other income | 52,241 | 718,941 | 30,222 | 701,414 | ||||
Revenue related to construction of own assets | 752,949 | 354,115 | 778,151 | 367,148 | ||||
Expected credit losses | (98,207) | (16,057) | (102,092) | 5,000 | ||||
2 - SUPPLIES ACQUIRED FROM THIRD PARTIES | (24,191,382) | (20,430,744) | (28,454,248) | (23,429,604) | ||||
Costs of goods sold | (20,383,346) | (17,447,311) | (23,866,153) | (19,854,190) | ||||
Materials, energy, third parties services and other | (3,808,005) | (3,045,581) | (4,580,547) | (3,645,362) | ||||
Reversal for inventories losses | (31) | 62,148 | (7,548) | 69,948 | ||||
3 - GROSS ADDED VALUE (1-2) | 13,129,412 | 12,644,974 | 15,755,322 | 14,698,964 | ||||
4 - DEPRECIATION AND AMORTIZATION | (2,056,665) | (2,002,608) | (2,394,378) | (2,301,278) | ||||
5 - NET ADDED VALUE (3-4) | 11,072,747 | 10,642,366 | 13,360,944 | 12,397,686 | ||||
6 - RECEIVED FROM THIRD PARTIES | 6,690,019 | 2,431,309 | 419,506 | 1,302,068 | ||||
Income from associates and joint ventures | 6,320,756 | 1,186,569 | - | (1,737) | ||||
Financial income | 371,496 | 1,246,368 | 420,757 | 1,304,187 | ||||
Others | (2,233) | (1,628) | (1,251) | (382) | ||||
7 - ADDED VALUE TO BE DISTRIBUTED (5+6) | 17,762,766 | 13,073,675 | 13,780,450 | 13,699,754 | ||||
8 - DISTRIBUTION OF ADDED VALUE | 17,762,766 | 13,073,675 | 13,780,450 | 13,699,754 | ||||
Payroll | 5,219,387 | 4,775,151 | 5,784,055 | 5,243,091 | ||||
Salaries | 3,736,854 | 3,617,236 | 4,195,249 | 4,000,266 | ||||
Benefits | 1,231,371 | 923,274 | 1,321,332 | 998,014 | ||||
Government severance indemnity fund for employees | 251,162 | 234,641 | 267,474 | 244,811 | ||||
Taxes, Fees and Contributions | 4,218,820 | 3,464,640 | 4,236,084 | 3,893,274 | ||||
Federal | 1,534,926 | 1,280,778 | 1,543,491 | 1,705,214 | ||||
State | 2,643,539 | 2,142,776 | 2,643,201 | 2,142,966 | ||||
Municipal | 40,355 | 41,086 | 49,392 | 45,094 | ||||
Capital Remuneration from Third Parties | 6,940,995 | 3,631,644 | 2,370,242 | 3,350,128 | ||||
Interests, including exchange variation | 6,811,017 | 3,529,152 | 2,141,428 | 3,188,793 | ||||
Rents | 129,978 | 102,492 | 228,814 | 161,335 | ||||
Interest on Own-Capital | 1,383,564 | 1,202,240 | 1,390,069 | 1,213,261 | ||||
Income for the year | 1,383,564 | 1,202,240 | 1,383,564 | 1,202,240 | ||||
Non-controlling interest | - | - | 6,505 | 11,021 |
(1) | The comparative period was restated for better disclosure of exchange variations. |
The accompanying notes are an integral part of the financial statements.
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MANAGEMENT REPORT
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1. | COMPANY’S OPERATIONS |
BRF S.A. (“BRF”) and its subsidiaries (collectively the “Company”) is a publicly traded company, listed on the segment Novo Mercado of Brasil, Bolsa, Balcão (“B3”), under the ticker BRFS3, and listed on the New York Stock Exchange (“NYSE”), under the ticker BRFS. The Company’s registered office is at Rua Jorge Tzachel, nº 475, Bairro Fazenda, Itajaí - Santa Catarina and the main business office is in the city of São Paulo.
BRF is a Brazilian multinational company, with global presence, which owns a comprehensive portfolio of products, and it is one of the world’s largest companies of food products. The Company operates by raising, producing and slaughtering poultry and pork for processing, production and sale of fresh meat, processed products, pasta, margarine and others.
The Company holds as main brands Sadia, Perdigão, Qualy, Chester®, Kidelli, Perdix and Banvit, present mainly in Brazil, Turkey and Middle Eastern countries.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 39 |
1.1. | Equity interest |
% equity interest | |||||||||
Entity | Main activity | Country (1) | 12.31.20 | 12.31.19 | |||||
BRF GmbH | Holding | Austria | 100.00 | 100.00 | |||||
BRF Foods LLC | Import, industrialization and commercialization of products | Russia | 99.90 | 99.90 | |||||
BRF Global Company Nigeria Ltd. | Marketing and logistics services | Nigeria | 99.00 | 99.00 | |||||
BRF Global Company South Africa Proprietary Ltd. | Administrative, marketing and logistics services | South Africa | 100.00 | 100.00 | |||||
BRF Global Company Nigeria Ltd. | Marketing and logistics services | Nigeria | 1.00 | 1.00 | |||||
BRF Global GmbH | Holding and trading | Austria | 100.00 | 100.00 | |||||
BRF Foods LLC | Import, industrialization and commercialization of products | Russia | 0.10 | 0.10 | |||||
BRF Japan KK | Marketing and logistics services, import, export, industrialization and commercialization of products | Japan | 100.00 | 100.00 | |||||
BRF Korea LLC | Marketing and logistics services | Korea | 100.00 | 100.00 | |||||
BRF Shanghai Management Consulting Co. Ltd. | Provision of consultancy and marketing services | China | 100.00 | 100.00 | |||||
BRF Shanghai Trading Co. Ltd. | Import, export and commercialization of products | China | 100.00 | 100.00 | |||||
BRF Singapore Foods PTE Ltd. | Administrative, marketing and logistics services | Singapore | 100.00 | 100.00 | |||||
BRF Hungary LLC | (c) | Import and commercialization of products | Hungary | - | 100.00 | ||||
Compañía Paraguaya Comercial S.A. | (g) | Import and commercialization of products | Paraguay | - | 99.00 | ||||
Eclipse Holding Cöoperatief U.A. | Holding | The Netherlands | 99.99 | 99.99 | |||||
Buenos Aires Fortune S.A. | (n) | Holding | Argentina | 4.36 | 5.00 | ||||
Eclipse Latam Holdings | Holding | Spain | 100.00 | 100.00 | |||||
Buenos Aires Fortune S.A. | (o) | Holding | Argentina | 95.64 | 95.00 | ||||
Perdigão Europe Lda. | Import, export of products and administrative services | Portugal | 100.00 | 100.00 | |||||
Perdigão International Ltd. | Import and export of products | Cayman Island | 100.00 | 100.00 | |||||
BFF International Ltd. | (f) | Financial fundraising | Cayman Island | - | 100.00 | ||||
Highline International | (h) | Financial fundraising | Cayman Island | - | 100.00 | ||||
Sadia Overseas Ltd. | (e) | Financial fundraising | Cayman Island | - | 100.00 | ||||
ProudFood Lda | Import and commercialization of products | Angola | 90.00 | 90.00 | |||||
Sadia Chile S.A. | Import, export and commercialization of products | Chile | 40.00 | 40.00 | |||||
BRF Global Namíbia | (k) | Import and commercialization of products | Namibia | - | 100.00 | ||||
Wellax Food Logistics C.P.A.S.U. Lda. | Import, commercialization of products and administrative services | Portugal | 100.00 | 100.00 | |||||
BRF Austria GmbH | Holding | Austria | 100.00 | 100.00 | |||||
One Foods Holdings Ltd | Holding | UAE | 100.00 | 100.00 | |||||
Al-Wafi Food Products Factory LLC | Import, export, industrialization and commercialization of products | UAE | 49.00 | 49.00 | |||||
Badi Ltd. | Holding | UAE | 100.00 | 100.00 | |||||
Al-Wafi Al-Takamol International for Foods Products | (b) | Import and commercialization of products | Saudi Arabia | 100.00 | 75.00 | ||||
BRF Al Yasra Food K.S.C.C. ("BRF AFC") | Import, commercialization and distribution of products | Kuwait | 75.00 | 75.00 | |||||
BRF Foods GmbH | Industrialization, import and commercialization of products | Austria | 100.00 | 100.00 | |||||
Al Khan Foodstuff LLC ("AKF") | Import, commercialization and distribution of products | Oman | 70.00 | 70.00 | |||||
FFM Further Processing Sdn. Bhd. | (d) | Industrialization, import and commercialization of products | Malaysia | - | 70.00 | ||||
FFQ GmbH | Industrialization, import and commercialization of products | Austria | 100.00 | 100.00 | |||||
TBQ Foods GmbH | Holding | Austria | 60.00 | 60.00 | |||||
Banvit Bandirma Vitaminli | Import, industrialization and commercialization of products | Turkey | 91.71 | 91.71 | |||||
Banvit Enerji ve Elektrik Üretim Ltd. Sti. | (a) | Generation and commercialization of electric energy | Turkey | 100.00 | 100.00 | ||||
Banvit Foods SRL | Industrialization of grains and animal feed | Romania | 0.01 | 0.01 | |||||
Nutrinvestments BV | Holding | The Netherlands | 100.00 | 100.00 | |||||
Banvit ME FZE | Marketing and logistics services | UAE | 100.00 | 100.00 | |||||
Banvit Foods SRL | Industrialization of grains and animal feed | Romania | 99.99 | 99.99 | |||||
One Foods Malaysia SDN. BHD. | Marketing and logistics services | Malaysia | 100.00 | 100.00 | |||||
Federal Foods LLC | Import, commercialization and distribution of products | UAE | 49.00 | 49.00 | |||||
Federal Foods Qatar | Import, commercialization and distribution of products | Qatar | 49.00 | 49.00 | |||||
BRF Hong Kong LLC | (a) | Import, commercialization and distribution of products | Hong Kong | 100.00 | 100.00 | ||||
Eclipse Holding Cöoperatief U.A. | Holding | The Netherlands | 0.01 | 0.01 | |||||
Establecimiento Levino Zaccardi y Cia. S.A. | (a) (l) | Industrialization and commercialization of dairy products | Argentina | 99.99 | 99.94 | ||||
BRF Energia S.A. | Commercialization of eletric energy | Brazil | 100.00 | 100.00 | |||||
BRF Pet S.A. | Industrialization, commercialization and distribution of feed and nutrients for animals | Brazil | 100.00 | 100.00 | |||||
PP-BIO Administração de bem próprio S.A. | Management of assets | Brazil | 33.33 | 33.33 | |||||
PR-SAD Administração de bem próprio S.A. | Management of assets | Brazil | 33.33 | 33.33 | |||||
ProudFood Lda | Import and commercialization of products | Angola | 10.00 | 10.00 | |||||
PSA Laboratório Veterinário Ltda. | Veterinary activities | Brazil | 99.99 | 99.99 | |||||
Sino dos Alpes Alimentos Ltda. | (a) | Industrialization and commercialization of products | Brazil | 99.99 | 99.99 | ||||
Sadia Alimentos S.A. | Holding | Argentina | 43.10 | 43.10 | |||||
Sadia Chile S.A. | (j) | Import, export and marketing of products | Chile | 60.00 | - | ||||
Sadia International Ltd. | Import and commercialization of products | Cayman Island | 100.00 | 100.00 | |||||
Sadia Chile S.A. | (j) | Import, export and marketing of products | Chile | - | 60.00 | ||||
Sadia Uruguay S.A. | (i) | Import and commercialization of products | Uruguay | - | 5.10 | ||||
Sadia Uruguay S.A. | (i) | Import and commercialization of products | Uruguay | 100.00 | 94.90 | ||||
Sadia Alimentos S.A. | Holding | Argentina | 56.90 | 56.90 | |||||
Compañía Paraguaya Comercial S.A. | (g) | Import and commercialization of products | Paraguay | - | 1.00 | ||||
Vip S.A. Empreendimentos e Participações Imobiliárias | Commercialization of owned real state | Brazil | 100.00 | 100.00 | |||||
Establecimiento Levino Zaccardi y Cia. S.A. | (a) (m) | Industrialization and commercialization of dairy products | Argentina | 0.01 | 0.06 | ||||
PSA Laboratório Veterinário Ltda. | Veterinary activities | Brazil | 0.01 | 0.01 | |||||
Sino dos Alpes Alimentos Ltda. | (a) | Industrialization and commercialization of products | Brazil | 0.01 | 0.01 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 40 |
(1) | UAE – United Arab Emirates. |
a) | Dormant subsidiaries. The Company is evaluating the liquidation of these subsidiaries. |
b) | On April 21, 2020, Badi Ltd. acquired the non-controlling portion of Al-Wafi Al-Takamol International for Foods Products by the amount equivalent to R$100,390 (USD 19,000). |
c) | On June 10, 2020, BRF Hungary LLC was dissolved. |
d) | On June 24, 2020, BRF Foods GmbH sold all shares held in FFM Further Processing Sdn. Bhd. to FFM Berhad for the amount equivalent to R$38,546 (USD7,350). The amount received is presented in the Investing Activities on the Statement of Cash Flows. |
e) | On July 8, 2020, Sadia Overseas Ltd. was liquidated. |
f) | On October 22, 2020 the subsidiary BFFI International Ltd. was dissolved. |
g) | On November 3, 2020 the subsidiary Compañía Paraguaya Comercial S.A. was dissolved. |
h) | On November 5, 2020 the subsidiary Highline International was dissolved. |
i) | On November 10, 2020 Sadia International Ltd. sold to BRF S.A. the participation of 50% held in Sadia Uruguay S.A. |
j) | On November 10, 2020 Sadia International Ltd. sold to BRF S.A. the participation of 60% held in Sadia Chile S.A. |
k) | On November 11, 2020 the subsidiary BRF Global Namíbia was dissolved. |
l) | On December 3, 2020, BRF S.A. became owner of 99.99% of Establecimiento Levino Zaccardi y Cia. S.A. |
m) | On December 3, 2020, Vip S.A. Empreendimentos e Participações Imobiliárias became owner of 0.01% of Establecimiento Levino Zaccardi y Cia. S.A. |
n) | On December 17, 2020, Eclipse Holding Cöoperatief U.A. became owner of 4.36% of Buenos Aires Fortune S.A. |
o) | On December 17, 2020, Eclipse Latam Holdings became owner of 95.64% of Buenos Aires Fortune S.A. |
On August 20, 2019, the Company’s wholly-owned subsidiary Badi Limited executed a share purchase agreement with Al Takamul International Company for Commercial Investment Limited for the purchase of the remaining 25% of the capital stock owned by non-controlling shareholders in Al Wafi Al Takamul International Company for Food Products Limited (“Al Wafi”), a company incorporated in the Kingdom of Saudi Arabia responsible for distributing BRF products in that country. The transaction closed on April 21, 2020 for an amount equivalent to R$100,390 (USD19,000), at which point Al Wafi became a wholly-owned subsidiary of Badi Limited. The amount paid is presented in the Financing Activities on the Statement of Cash Flows and the difference between the amount paid and the book value of the participation in the subsidiary was recorded in Capital Reserves, in the amount of R$50,945.
On May 07, 2020, the Company executed a share purchase agreement with Hungry Bunny Limited and others, establishing the terms and conditions for the acquisition of 100% of the capital stock of Joody Al Sharqiya Food Production Factory, a food processing company in Saudi Arabia. The transaction closed on January 18, 2021 (note 35.1).
On December 17, 2020 the Company executed a share purchase agreement with Aaylex System Group S.A. providing for the terms and conditions for the sale of 100% of the shares held in Banvitfoods SRL by the amount equivalent to R$129,471 (EUR 20,300). The requirements for the classification of the investment as held for sale were met (note 3.9) and all assets, in the amount of R$151,189, and liabilities related to this subsidiary, in the amount of R$21,718, were reclassified to Assets Held for Sale and Liabilities Directly Associated with Assets Held for Sale, and were measured at the lower of the book value and the fair value less costs to sell. Such measurement resulted in an impairment of R$55,242, recorded in Other Operating Income (Expenses). The results and cash flow of this subsidiary remain classified under the Continuing Operations of the Company since the subsidiary does not represent a separate major line of business or geographic area of operations.
Except for the associates PP-BIO and PR-SAD in which the Company records the investments by the equity method, all other entities shown in the table above were consolidated.
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 conducted 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.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 41 |
The main impacts observed as result of the referred investigations were recorded in Other Operating Expenses in the amount of R$28,004 for the year ended on December 31, 2020 (R$79,207 for the year ended on December 31, 2019) mostly related to expenditures with lawyers, legal advisors and consultants.
In addition to the impacts already recorded, there are uncertainties about the outcome of these investigations 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 three others were identified for questioning.
In April 2017, the Brazilian Federal Police and the Brazilian federal prosecutors filed charges against BRF employees, which were accepted by the judge responsible for the process, and its main allegations in this phase involved misconduct related to improper offers and/or promises to government inspectors.
On June 04, 2018, the Company was informed about the establishment of a responsibility administrative process (“PAR”) by the Office of the Comptroller General (“CGU”), under the Law Nº 12,846/2013 (“Anti-corruption Law”), which aims to verify eventual administrative responsibilities related to the facts object of the criminal lawsuit Nº 5016879-04.2017.4.04.7000, (“Criminal Lawsuit”) in progress under the 14th Federal Court of the subsection of Curitiba/PR, as a consequence of the Carne Fraca Operation.
BRF has informed certain regulators and governmental entities, including the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) about the Carne Fraca Operation and is cooperating with such authorities, which are conducting their own investigations.
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. Since then, the appeal is being analyzed by the Federal Regional Court of the 4th region. No changes related to the judgements given on September 28, 2018 occurred during 2019 and 2020.
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. 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 twelve plants located in Brazil were removed from the list that permits imports of animal origin products by the European Union’s countries. The measure came into force as of May 16, 2018 and affects only the plants located in Brazil and which have export licenses to the European Union, not affecting the supply to other markets or other BRF plants located outside Brazil and that export to the European market.
On October 15, 2018, the Federal Police Department submitted to the 1st Federal Criminal Court of the Judicial Branch of Ponta Grossa – PR the final report of its investigation in connection to the Trapaça Operation. The police inquiry indicted 43 people, including former key executives of the Company.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 42 |
On December 04, 2019, the Public Prosecution filed charges against eleven people related to allegations about Premix (compound of vitamins, minerals, and amino acids for the inclusion of micro ingredients in the feed for the ideal nutrition of the animals) as outcome of the Trapaça Operation. No administration member, director or executive in current management position has been identified.
BRF informed certain regulators and government entities, including SEC and DOJ about the Trapaça Operation and has been cooperating with such authorities, which are conducting their own investigations.
No decision related to the charges above occurred during 2020.
1.2.3. | Governance enhancement |
The Company has been taking actions to strengthen the compliance with its policies, procedures and internal controls.
The Company believes that its efforts strengthens and consolidates its governance to ensure the highest levels of safety standards, integrity and quality.
Among the actions implemented, are: (i) strengthening in the risk management, specially compliance, (ii) continuous improvement of the Compliance, Internal Audit and Internal Controls departments, (iii) review and issuance of new policies and procedures specifically related to applicable anticorruption laws, (iv) review and enhancement of the procedures for reputational verification of business partners, (v) review and enhancement of the processes of internal investigation, (vi) expansion of the independent reporting channel, (vii) review of transactional controls, and (viii) review and issuance of new consequence policy for misconduct.
1.3. | U.S. Class Action |
On March 12, 2018, a shareholder class action lawsuit was filed against the Company, some of its former managers and one current officer before the United States Federal District Court in the city of New York, on behalf of holders of American Depositary Receipts (“ADR”) between April 4, 2013 and March 5, 2018. The suit alleged violations of the federal securities laws of the United States related to allegations concerning, among other matters, Carne Fraca Operation and Trapaça Operation. On July 2, 2018, that Court appointed the City of Birmingham Retirement and Relief System lead plaintiff in the action. On October 25, 2019, the Court granted to the lead plaintiff leave to file a Fourth Amended Complaint, which was filed on November 8, 2019. On December 13, 2019, the served defendants, including the Company, filed a motion to dismiss. On January 21, 2020, the Lead Plaintiff filed its opposition motion and, on February 11, 2020, the defendants filed a response.
On March 27, 2020, the parties reached an agreement to settle this class action by the payment of an amount equivalent to R$204,436 (USD40,000), to resolve all pending and prospective claims by individuals or entities which purchased or otherwise acquired BRF’s ADRs between April 4, 2013 and March 5, 2018. On May 27, 2020, the amount was transferred to an escrow account in the name of the lawyers of the lead plaintiff. On October 23, 2020, the agreement was approved by the United States District Court for the Southern District of New York.
The agreement does not constitute any admission of liability or wrongdoing by BRF or its executives and expressly provides that BRF denies any misconduct or that any plaintiff has suffered any damages or was harmed by any conduct alleged in this action.
The expense with the aforementioned amount was recognized in Other Operating Expenses (note 27) in the first quarter of 2020.
1.4. | Coronavirus (COVID-19) |
On January 31, 2020 the World Health Organization announced that the COVID-19 is a global health emergency and on March 11, 2020 declared it a global pandemic. The outbreak has triggered significant decisions from governments and private sector entities, which in addition to the potential impact, increased the uncertainty level for the economic agents and may cause effects in the amounts recognized in the financial statements.
BRF continues to operate its industrial complexes, distribution centers, logistics, supply chain and administrative offices, even if temporarily and partially under remote work regime in some of the corporate offices. Therefore, until the date of approval of these financial statements, there has been no relevant change in its production plan, operation and/or commercialization. Additionally, management has developed and implemented contingency plans to maintain the operations and monitors the effects of the pandemic through a permanent multidisciplinary monitoring committee, formed by executives, specialists in the public health area and consultants.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 43 |
Due to the pandemic, the Company has incurred in direct and incremental expenditures, such as transportation, personnel, prevention, control and donations, which are presented in the statement of income (loss) within the following line items:
Consolidated | ||
12.31.20 | ||
Cost of sales | (356,960) | |
Selling expenses | (56,307) | |
General and administrative expenses | (86,032) | |
(499,299) |
Aiming to preventively strengthen its liquidity level, the Company contracted and withdrew credit facilities with financial institutions in Brazil in the aggregate amount of R$2,429,211 and average term of approximately one year, without any financial covenant clause. During July and August of 2020, the Company prepaid part of the referred credit facilities in the aggregated notional and interest amount of R$2,094,555 (note 15.5).
The management considered in its projections of results and cash flows, to the best of its knowledge, the effects and uncertainties regarding the pandemic. As described in note 14.1 no impairment was recognized to the cash generating units. Due to the high volatility and uncertainty around the length and the impact of the pandemic, the Company will continue to monitor the situation and evaluate the impacts on assumptions and estimates used in preparing our financial reporting.
2. | BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS |
The parent company’s and consolidated financial statements were prepared in accordance with the accounting practices adopted in Brazil and with the International Financial Reporting Standards - IFRS issued by the International Accounting Standards Board - IASB. All the relevant information applicable to the financial statements, and only them, are being evidenced and correspond to those used by administration in its management.
The parent company’s and consolidated financial statements are expressed in thousands of Brazilian Reais (“R$”), unless otherwise stated. For disclosures of amounts in other currencies, the values 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. 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.
Any judgments, estimates and assumptions are reviewed at each reporting period.
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 statements of financial position:
(i) derivative financial instruments and non-derivative financial instruments measured at fair value;
(ii) share-based payments and employee benefits measured at fair value;
(iii) biological assets measured at fair value; and
(iv) assets held for sale in instances where the fair value is lower than historical cost.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 44 |
The Company prepared parent company’s and consolidated financial statements under the going concern assumption and disclosed all relevant information in its explanatory notes, in order to clarify and complement the accounting basis adopted.
3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3.1. | Consolidation |
The consolidated financial statements include BRF and the subsidiaries (note 1.1) of which BRF has direct or indirect control, obtained when the Company is exposed to or has right to variable returns of such subsidiaries and has the power to influence these returns.
The financial information of the subsidiaries was prepared using the same accounting policies of the Parent Company.
All transactions and balances between BRF and its subsidiaries have been eliminated upon consolidation, as well as the unrealized profits or losses arising from these transactions, net of taxes. Non-controlling interests are presented separately.
3.2. | Accounting judgments, estimates and assumptions |
The Management made the following judgments which have a material impact on the amounts recognized in the financial statements:
Main judgments:
» | control, significant influence and consolidation (note 1.1); |
» | share-based payment transactions (note 19); |
» | transfer of control for revenue recognition (note 26); |
» | probability of exercise of a renewal option or anticipated termination of the lease agreements (note 18). |
Main estimates:
» | fair value of financial instruments (note 24); |
» | annual assessment of impairment of non-financial assets (note 14); |
» | expected credit losses (note 6); |
» | write-down of inventories to net realizable value (note 7); |
» | fair value of biological assets (note 8); |
» | annual assessment of recoverability of taxes (note 9 and 10); |
» | useful lives of property, plant, equipment and intangible assets with definite useful life (note 13 and 14); |
» | employee benefits (note 20); |
» | provision for tax, civil and labor risks (note 21); |
The Company reviews the estimates and underlying assumptions used in its accounting estimates in each reporting period. Revisions to accounting estimates are recognized in the period in which the estimates are revised.
3.3. | Functional currency and foreign currency transactions |
The financial statements of each subsidiary included in consolidation are prepared using the currency of the main economic environment where it operates.
The financial statements of foreign subsidiaries with functional currency different from Reais are translated into Brazilian Reais, under the following criteria:
» | assets and liabilities are translated at the closing exchange rate; |
» | income and expenses are translated at the monthly average rate; |
» | the cumulative effects of gains or losses upon translation are recognized in Other Comprehensive Income, within equity. |
Goodwill arising from business combinations with foreign entities is expressed in the functional currency of that entity and translated by the closing exchange rate for the reporting currency of the acquirer, with the exchange variation effects recognized in Other Comprehensive Income.
The transactions in foreign currency follow the criteria below:
» | non-monetary assets and liabilities, as well as incomes and expenses, are translated at the historical rate of the transaction; |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 45 |
» | monetary assets and liabilities are translated at the closing exchange rate; |
» | the cumulative effects of gains or losses upon translation of monetary assets and liabilities are recognized in the statements of income (loss). |
3.4. | Hyperinflationary economies |
The Company has subsidiaries in Argentina, which is considered a hyperinflationary economy. For these subsidiaries the accounting policies below are adopted:
Non-monetary items, as well as income and expenses, are adjusted by the changes in the inflation index between the initial recognition and the closing date, so that the balances are stated at current value.
The translation of the balances of the subsidiaries with a hyperinflationary economy to the reporting currency were made at the closing rate of the reporting period for both financial position and income statement balances.
The inflation rates used in 2020 and 2019 were, respectively, 34.04% and 53.46%.
3.5. | Business combination |
Business combinations are recorded according to the acquisition method, which determines that the cost of an acquisition is measured by the sum of the consideration transferred, assessed based on the fair value on the acquisition date, and the value of any non-controlling interest in the acquired company. The Company measures the non-controlling interest based on its participation in the net assets identified in the acquired company. Costs directly attributable to the acquisition are recorded as expense when incurred.
Business combinations with related parties are recognized using the acquisition method when the agreements have a substance and at cost when no substance is observed in the transaction.
In the acquisition of a business, Management assesses the acquired assets and liabilities assumed in order to classify and allocate them in accordance with the contractual terms, economic circumstances and relevant conditions on the acquisition date.
Initially, goodwill is measured as the excess of the consideration transferred over the fair value of the net assets acquired (identifiable assets and liabilities assumed, net).
After the initial recognition, goodwill is measured at cost less any accumulated impairment losses. For purposes of testing the recoverable amount, goodwill is allocated to each of the cash-generating units that will benefit from the acquisition.
The CPC 15 / IFRS 3 has changed the definition of a business, applicable from January 01, 2020. This change did not generate impacts in accounting practices nor the financial statements of Company.
3.6. | Inventories |
Inventories are measured at the lower of the average cost of acquisition or production of finished products and the net realizable value. The cost of finished products includes purchased raw materials, labor, production costs, transportation and storage, which are related to all the processes necessary for bringing the products to sales conditions. Write-down to net realizable value due to obsolescence, impaired items, slow-moving and realizable value through sale are evaluated and recorded in each reporting period, as appropriate. Normal production losses are included in the production cost for the respective month, while abnormal losses, if any, are expensed in Cost of sales without movement through inventories.
3.7. | Biological assets |
The consumable and production biological assets (live animals) and forests are measured at their fair value, using the cost approach technique to live animals and the revenue approach for forests. In determining the fair value of live animals, all losses inherent to the breeding process are already considered.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 46 |
3.8. | Income taxes |
In Brazil, it comprises income tax (“IRPJ“) and social contribution on profit (“CSLL“), which are calculated monthly based on taxable profit, after offsetting tax losses and negative social contribution base, limited to 30% of the taxable income, applying the rate of 15% plus an additional 10% for the IRPJ and 9% for the CSLL.
The results obtained from foreign subsidiaries are subject to taxation by the countries where they are based, according to applicable rates and legislation. In Brazil, these results suffer the effects of taxation on universal basis established by the Law No. 12,973 / 14. The Company analyzes the results of each subsidiary for the application of its Income Tax legislation, in order to respect the treaties signed by Brazil and avoid double taxation.
Deferred taxes represent credits and debits on unused tax losses carried forward and negative CSLL base, as well as temporary differences between the tax and accounting bases. Deferred income tax assets and liabilities are classified as non-current. When the Company’s internal studies indicate that the future use of these credits over a 10-year horizon is not probable, the asset is derecognized (note 10.3).
Deferred tax assets and liabilities are presented net if there is enforceable legal right to be offset, and if they are under the responsibility of the same tax authority and under the same taxable entity.
Deferred tax assets and liabilities must be measured at the rates applicable in the period in which the asset is realized or the liability is settled, based on the rates (and tax legislation) that are in force on the financial position date.
In compliance with the interpretation ICPC 22 / IFRIC 23, the Company analyzed relevant tax decisions of higher courts and whether they conflict in any way with the positions adopted by the Company. Regarding the known uncertain tax positions, the Company reviewed the corresponding legal opinions and jurisprudence and did not identify impacts to be recorded, since it concluded that the tax authorities are not likely to reject the positions adopted.
The Company periodically evaluates the positions assumed in which there are uncertainties about the adopted tax treatment and will set up a provision when applicable.
3.9. | Assets held for sale and discontinued operations |
Assets held for sale are measured at the lower of the book value and the fair value less selling costs and are not depreciated or amortized. Such items are only classified under this item when its sale is highly probable and they are available for immediate sale in their current conditions.
Losses due to impairment are recorded under Other operating expenses.
The statement of income and cash flows are classified as discontinued operations and presented separately from continued operations of the Company when the operation represents a separate major line of business or geographical area of operations.
The prior periods of the statement of income (loss) and of the statement of cash flows are restated for comparative purposes. The statement of financial position remains as disclosed in prior periods.
3.10. | Investments |
Investments classified in this group are: i) in associated companies, that are entities over which the Company has significant influence, which is the power to participate in decisions on the investee’s financial and operational policies, but without individual or joint control of these policies; and ii) in joint ventures, in which the control of the business is shared through contractual agreement and decisions about the relevant activities require the unanimous consent of the parties.
Investments are initially recognized at cost and subsequently adjusted using the equity method.
3.11. | Property, plant and equipment |
Property, plant and equipment are measured by the cost of acquisition, formation, construction or dismantling, less accumulated depreciation. Loans and borrowings costs are recorded as part of the costs of property, plant and equipment in progress, considering the weighted average rate of loans and borrowings effective on the capitalization date.
Depreciation is recognized based on the estimated economic useful life of each asset using the straight-line method. The estimated useful life, residual values and depreciation methods are reviewed annually and the effects of any changes in estimates are accounted for prospectively. Land is not depreciated.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 47 |
The Company annually performs an impairment analysis for its cash-generating units, which include the balances of property, plant and equipment (note 13).
Gains and losses on disposal of property, plant and equipment are determined by comparing the sale value with the residual book value and are recognized in the statement of income on the date of sale under Other operating income (expense).
3.12. | Intangible assets |
Acquired intangible assets are measured at cost at initial recognition, while those arising from a business combination are recognized at fair value on the acquisition date. After initial recognition, are presented at cost less accumulated amortization and impairment losses, when applicable. Internally generated intangible assets, excluding development costs, are not capitalized and the expense is recognized in the income statement when incurred.
Intangible assets with definite useful lives are amortized on a straight-line basis over their economic useful lives. The amortization period and method for an intangible asset with definite life are reviewed at least at the end of each year, and any changes observed are applied prospectively. The amortization of intangible assets with finite lives is recognized in the income statement in the expense category related to their use.
Intangible assets with indefinite useful lives are not amortized, but are tested annually for impairment, being allocated to the cash-generating units (note 14). The Company records in this subgroup mainly goodwill and brands, which are expected to contribute indefinitely to its cash flows.
3.13. | Contingent assets |
Contingent assets are possible assets to which existence needs to be confirmed by the occurrence or not of one or more uncertain future events. The Company does not record contingent assets, however when the inflow of economic benefits is more likely than not to occur, the contingent assets are disclosed.
3.14. | Leasing |
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether:
» | the contract involves the use of an identified asset, which may be explicit or implicit, and may be physically distinct or represent substantially the entire capacity of a physically distinct asset. If the supplier has a substantial right to replace the asset, then the asset is not identified; |
» | the Company has the right to obtain substantially all the economic benefits from using the asset throughout the period of use; and |
» | the Company has the right to direct the use of the asset throughout the period of use, which occurs in either of the following situations: |
o | the Company has the right to direct how and for what purpose the asset is used, or |
o | the conditions are predetermined so as the Company has the right to operate the asset or has designed the asset in a way that predetermined how and for what purpose it will be used. |
At the beginning of the contract, the Company recognizes a right-of-use asset and a lease liability, which represents the obligation to make payments related to the underlying asset of the lease.
The right-of-use asset is initially measured at cost and comprises: the initial measurement of the lease liability adjusted for any payment made at or before the commencement date, less any incentive received; any initial direct costs incurred; and an estimate of costs in dismantling and removing the asset, restoring the site on which it is located or restoring the asset to the condition required by the terms of the lease.. Renewal or early termination options are analyzed individually considering the type of asset involved as well as its relevance in the Company’s production process.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date until the end of the useful life of the right-of-use asset or until the end of the period of the lease. The estimated useful life of the right-of-use asset is determined on the same methodology used for the assets owned by the Company (note 3.11). Additionally, the right-of-use asset is adjusted by the subsequent measurement of the lease liability and when applicable, an impairment is recognized.
The lease liability is initially measured at the present value of the future lease payments using the incremental borrowing rate, and subsequently, measured at amortized cost using the effective interest method.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 48 |
The liability is remeasured when there is a change in (i) future payments resulting from a change in index or rate, (ii) the amount expected to be payable under a residual value guarantee, or (iii) the assessment of whether the Company will exercise the purchase, renewal or termination option.
When the lease liability is remeasured, the corresponding adjustment is recorded in the book value of the right-of-use asset, or in the statement of income if the book value of the right-of-use asset has been reduced to zero.
The Company does not apply lease accounting model to: leases with a term of 12 months or less and that do not contain a purchase option; and leases for which the underlying asset is of low value. For these exemptions, the lease payments are recognized as an expense on a straight-line basis over the lease term.
Additionally, contracts with indefinite term and no fixed payments are expensed as incurred.
The CPC 06(R2) / IFRS 16 has been modified for the inclusion of an optional practical expedient related to benefits granted on lease agreements due to the COVID-19 pandemic, effective for periods beginning on or after June 1, 2020. The Company was not granted benefits in leases related to the pandemic and, therefore, has not adopted this expedient.
3.15. | Share based payments |
The Company offers to its executives stock option plans and restricted stock plans of its own issuance. The Company recognizes as expense the fair value of the options or shares, measured at the grant date, on a straight-line basis during the period of service required by the plan, with a corresponding entry: to the shareholders’ equity for plans exercisable in shares; and to liabilities for cash exercisable plans. The accumulated expense recognized reflects the vesting period and the Company’s best estimate of the number of shares to be delivered.
The expense of the plans is recognized in the income statement in accordance with the function performed by the beneficiary. The expense is reversed when vesting conditions are not met.
3.16. | Pension and other post-employment plans |
The Company sponsors supplementary defined benefit and defined contribution pension plans, as well as other post-employment benefits for which an actuarial appraisal is annually prepared by an independent actuary and is reviewed by Management. The cost of defined benefits is established separately for each plan using the projected unit credit method.
The measurements comprise the actuarial gains and losses, the effect of the limit on contributions and returns on the plan assets and are recognized in the financial position against Other Comprehensive Income when incurred, except Award for Length of Service, which its recognition occurs against statement of income. These measurements are not reclassified to statement of income in subsequent periods.
The Company recognizes the net defined benefit asset when:
» | controls the resource and has the ability to use the surplus to generate future benefits; |
» | the control is the result of past events; |
» | future economic benefits are available for the Company in the form of a reduction in future contributions or cash refunds, either directly to the sponsor or indirectly to another loss-making fund. The effect of the asset limit (irrecoverable surplus) is the present value of these future benefits. |
Past service costs are recognized in income for the year on the following dates, whichever comes first:
» | date of changing the plan or significantly reducing the expected length of service; |
» | date in which the Company recognizes the costs related to restructuring. |
The cost of services and net interest on the value of the defined benefit liability or asset are recognized in the expense categories related to the function the beneficiary performs and to the financial result, respectively.
3.17. | Employee and management profit sharing |
Employees are entitled to profit sharing based on certain targets agreed upon on an annual basis, whereas directors are entitled to profit sharing based on the provisions of the bylaws, proposed by the Board of Directors and approved by the shareholders. The profit-sharing amount is recognized in the statement of income when the targets are achieved.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 49 |
3.18. | Provision for tax, civil and labor risks and contingent liabilities |
The provisions are recognized when the Company has a present obligation, formalized or not, as a result of a past event, the outflow of resources to settle the obligation is likely to occur and a reliable estimate can be made.
The Company is involved in several legal and administrative procedures, mainly in Brazil. Assessments of the likelihood of loss in these lawsuits include an analysis of the available evidences, the hierarchy of laws, the available jurisprudence, the most recent court decisions and their relevance in the legal system, as well as the assessment of outside lawyers. Provisions are reviewed and adjusted to reflect changes in circumstances, such as the applicable limitation period, conclusions of tax inspections or additional exposures identified based on new matters or court decisions.
In cases where there are a large number of lawsuits and the amounts are not individually relevant, the Company use historical studies to determine the probability and amounts of losses.
Contingent liabilities from business combinations are recognized if they arise from a present obligation that arose from past events and if their fair value can be measured reliably. The initial measurement is done by the fair value and subsequent measurements by the higher value between: the fair value on its acquisition date; and the amount by which the provision would be recognized.
3.19. | Financial instruments |
Financial instruments are contracts that give rise to a financial asset for one entity and a financial liability or equity instrument for another. Their presentation in the statement of financial position and explanatory notes takes place according to the characteristics of each contract.
3.19.1. | Financial Assets |
Financial assets are recognized when the entity becomes party to the contractual provisions of the instrument and classified based on the characteristics of its cash flows and on the management model for the asset. The table below shows financial assets are classified and measured:
Category | Initial Measurement | Subsequent Measurement | ||
Amortized Cost | Accounts receivable from Clients and other receivables: billed amount adjusted to present value and, when applicable, reduced by expected credit losses For other assets: Fair value less costs directly attributable to its issuance | Interest, changes in amortized cost and expected credit losses recognized in the income statement. | ||
Fair Value through Profit and Loss (“FVTPL”) | Fair Value | Variation on the fair value recognized in the income statement. | ||
Fair Value through Other Comprehensive Income (“FVTOCI”). | Fair value less costs directly attributable to its issuance. | Changes in fair value recognized in other comprehensive income. Upon settlement or transfer, accumulated gains or losses are directly reclassified to Retained earnings or accumulated losses. For debt instruments, expected credit losses are recognized directly in the statement of income. |
The Company evaluates expected credit losses in each reporting period for instruments measured at amortized cost and for debt instruments measured at Fair Value through Other Comprehensive Income. Losses and reversals of losses are recorded in the income statement.
The interests of financial assets are recorded on Financial Income (Expenses), net.
A financial asset is only derecognized when contractual rights expire or are effectively transferred.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 50 |
Cash and cash equivalents: comprises the balances of cash, banks and securities of immediate liquidity whose maturities, at the time of acquisition, are equal to or less than 90 days, readily convertible into a known amount of cash and which are subject to an insignificant risk of change in value. Securities classified in this group, by their very nature, are measured at fair value through profit or loss.
Expected credit losses in Accounts receivable from customers and other receivables: the Company regularly assesses the historical losses on the customer portfolios it has in each region, taking in consideration the dynamics of the markets in which it operates and instruments it has for reducing credit risks, such as: letters of credit, insurance and collateral, as well as identifying specific customers whose risks are significantly different than the portfolio, which are treated according to individual expectations.
Based on these assessments, estimated loss factors are generated by portfolio and aging class, which, applied to the amounts of accounts receivable, generate the expected credit losses. Additionally, the Company evaluates macroeconomic factors that may influence these losses and, if necessary, adjusts the calculation model.
Securities receivable with legal proceedings in place are reclassified to noncurrent as well as the related estimated credit losses. The securities are written off against the estimated loss when the Management considers that they are no longer recoverable after taking all appropriate actions to collect them.
3.19.2. | Financial liabilities |
Financial liabilities are recognized when the entity becomes party to the contractual provisions of the instrument. The initial measurement is at fair value and subsequently at amortized cost using the effective interest rate method. The interests of financial liabilities are recorded on Financial Income (Expenses), net.
A financial liability is only derecognized when the contractual obligation expires, is settled or canceled.
3.19.3. | Adjustment to present value |
The Company measures the adjustment to present value on short and long-term balances of accounts receivable, suppliers and other obligations, being recognized as a deduction in the asset accounts against the financial result. The Company adopts the weighted average cost of capital to determine the adjustment to present value of the mentioned assets and liabilities, which corresponds to 9.8% per year on December 31, 2020 (11.3% p.a. on December 31, 2019).
3.19.4. | Hedge accounting |
Cash flow hedge: the effective portion of the gain or loss on the hedge instrument is recognized under Other Comprehensive Income and the ineffective portion in the Financial result. Accumulated gains and losses are reclassified to the Income statement or statement of financial position when the hedge object is recognized, adjusting the item in which the hedge object was accounted for.
When the instrument is designated in a cash flow hedge relationship, changes in the fair value of the future element of the forward contracts and the time value of the options are recognized under Other Comprehensive Income. When the instrument is settled, these hedge costs are reclassified to the income statement together with the intrinsic value of the instruments.
Fair value hedge: the effective portion of the hedge instrument’s gain or loss is recognized in the Income Statement or statement of financial position, adjusting the item under which the hedge object is or will be recognized. The hedge object, when designated in this relationship, is also measured at fair value.
Net investment hedge: the effective result of the exchange variation of the instrument is recorded under Other Comprehensive Income, in the same item in which the accumulated translation adjustments of the investments (hedge objects) are recognized. Only when the hedged investments are sold, the accumulated amount is reclassified to the income statement, adjusting the gain or loss on the sale.
3.19.5. | Reference interest rate reform |
The Company does not have relationship designated for hedge accounting that involve operations indexed to the reference interest rates object from reform. Additionally, existing liabilities indexed to the reference interest rates have contractual arrangements foreseeing the replacement for similar rates. Thus, no relevant impact is expected for the Company if such interest rates cease to exist or are replaced.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 51 |
3.20. | Segment information |
An operating segment is a component of the Company that develops business activities to obtain revenues and incur expenses. The operating segments reflect the way in which the Company’s management reviews the financial information for decision making. The Company’s management identified the operating segments, which meet the quantitative and qualitative parameters of disclosure, pursuant its current management model (note 25).
3.21. | Revenue from contracts with customers |
Sales revenues are recognized and measured observing the following steps: (i) identification of the contracts with customers, formalized through sales orders; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) revenue recognition as it satisfies the performance obligations.
Revenues are recognized by the amount that reflects the Company’s expectation to receive for the sale of products, net of applicable taxes, returns, rebates and discounts.
The sales process begins with sales orders.. The discounts and rebates may be negotiated on a spot basis or may have its conditions formally defined in the agreements, generally signed with large retail and wholesale chains. In all cases, the performance condition is satisfied when the control of the goods is transferred to the client.
The Company has sales with immediate and deferred payments, for which the adjustment to present value is recognized for the financial component (note 3.19.3).
3.22. | Government grants |
Government grants are recognized at fair value when there is reasonable assurance that the conditions established will be met and the benefit will be received. The amounts appropriated as revenue in the income statement, when used to reduce income taxes, are transferred from retained earnings to the tax incentive reserve in the years the Company presents profit higher than the reclassification.
3.23. | Statement of value added |
The company prepared the individual and consolidated statements of added value (“DVA”) under CPC 09, which are presented as part of the financial statements in accordance with practices adopted in Brazil. For IFRS, it represents supplemental financial information.
3.24. | Earnings (loss) per share |
The basic earnings (losses) per share are calculated by dividing the earnings (losses) attributable to the owners of ordinary shares, by the weighted average quantity of available ordinary shares during the year.
The diluted earnings (losses) per share are calculated by dividing the earnings (losses) attributable to the owners of ordinary shares by the weighted average quantity of available ordinary shares during the year summed to the weighted average quantity of ordinary shares that would be available on the conversion of all potential dilutive ordinary shares (stock options and restricted shares within the share-based payment plans).
The stock options shall only be considered dilutive when the strike price is lower than the current share price.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 52 |
4. | CASH AND CASH EQUIVALENTS |
Average rate (1) | Parent company | Consolidated | |||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||
Cash and bank accounts | |||||||||
U.S. Dollar | - | 520 | 403 | 1,185,208 | 1,356,128 | ||||
Brazilian Reais | - | 111,615 | 166,506 | 112,181 | 167,051 | ||||
Euro | - | 6,144 | 3,813 | 54,687 | 71,626 | ||||
Other currencies | - | 28 | 180 | 1,086,996 | 694,982 | ||||
118,307 | 170,902 | 2,439,072 | 2,289,787 | ||||||
Cash equivalents | |||||||||
In Brazilian Reais | |||||||||
Investment funds | 0.05% | 4,684 | 3,507 | 4,684 | 3,507 | ||||
Bank deposit certificates | 1.86% | 3,650,812 | 869,473 | 3,662,448 | 879,758 | ||||
3,655,496 | 872,980 | 3,667,132 | 883,265 | ||||||
In U.S. Dollar | |||||||||
Term deposit | 0.71% | - | 254,583 | 198,878 | 270,714 | ||||
Overnight | 0.07% | 102,336 | 70,515 | 1,220,232 | 689,874 | ||||
Other currencies | |||||||||
Term deposit | - | - | - | 51,311 | 104,145 | ||||
102,336 | 325,098 | 1,470,421 | 1,064,733 | ||||||
3,876,139 | 1,368,980 | 7,576,625 | 4,237,785 |
(1) | Weighted average annual rate. |
5. | MARKETABLE SECURITIES |
Average rate (2) | Parent company | Consolidated | |||||||||||
WAM (1) | Currency | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||||
Fair value through other comprehensive income | |||||||||||||
Credit linked note | - | USD | - | - | - | - | 19,285 | ||||||
Stocks | - | HKD | - | - | - | 42,029 | 26,678 | ||||||
- | - | 42,029 | 45,963 | ||||||||||
Fair value through profit and loss | |||||||||||||
Financial treasury bills | 3.39 | R$ | 1.90% | 312,515 | 396,994 | 312,515 | 396,994 | ||||||
Investment funds - FIDC BRF | 2.96 | R$ | - | 15,044 | 14,891 | 15,044 | 14,891 | ||||||
Investment funds | - | ARS | - | - | - | 1,643 | 1,903 | ||||||
327,559 | 411,885 | 329,202 | 413,788 | ||||||||||
Amortized cost | |||||||||||||
Sovereign bonds and others (3) | 2.33 | AOA | 3.82% | - | - | 287,504 | 265,783 | ||||||
327,559 | 411,885 | 658,735 | 725,534 | ||||||||||
Current | 312,515 | 396,994 | 314,158 | 418,182 | |||||||||
Non-current (4) | 15,044 | 14,891 | 344,577 | 307,352 |
(1) | Weighted average maturity in years. |
(2) | Weighted average annual rate. |
(3) | It’s comprised of private securities and sovereign securities of the Angola Government and are presented net of expected credit losses in the amount of R$9,894 (R$1,983 on December 31, 2019). |
(4) | Maturity until December of 2023. |
On December 31, 2020, the amount of R$366,671 (R$100,435 on December 31, 2019) classified as cash and cash equivalents and marketable securities were pledged as guarantee, with no use restrictions, for USD denominated future contracts traded on B3.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 53 |
6. | TRADE ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES |
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Trade accounts receivable | |||||||
Domestic customers | 1,999,807 | 1,333,344 | 2,002,586 | 1,336,762 | |||
Domestic related parties | 6,228 | 800 | - | - | |||
Foreign customers | 537,584 | 457,413 | 2,716,551 | 2,215,050 | |||
Foreign related parties | 3,239,348 | 4,779,202 | - | - | |||
5,782,967 | 6,570,759 | 4,719,137 | 3,551,812 | ||||
( - ) Adjustment to present value | (10,026) | (8,522) | (13,316) | (10,121) | |||
( - ) Expected credit losses | (555,712) | (457,505) | (605,940) | (503,848) | |||
5,217,229 | 6,104,732 | 4,099,881 | 3,037,843 | ||||
Current | 5,210,498 | 6,097,935 | 4,092,855 | 3,031,046 | |||
Non-current | 6,731 | 6,797 | 7,026 | 6,797 | |||
Other receivables | |||||||
Other receivables | 113,949 | 150,156 | 113,949 | 153,799 | |||
( - ) Adjustment to present value | (156) | (1,936) | (156) | (1,936) | |||
( - ) Expected credit losses | (27,389) | (27,986) | (27,389) | (27,986) | |||
86,404 | 120,234 | 86,404 | 123,877 | ||||
Current | 43,566 | 56,002 | 43,566 | 59,645 | |||
Non-current (1) | 42,838 | 64,232 | 42,838 | 64,232 |
(1) | Weighted average maturity of 2.26 years. |
The Company performs credit assignments with no right of return to the BRF Clients’ Credit Rights Investment Fund (“FIDC BRF“), which has the sole purpose to acquire credit rights arising from commercial transactions carried out between the Company and its clients in Brazil. On December 31, 2020, FIDC BRF had an outstanding balance of R$549,083 (R$730,251 on December 31, 2019) related to such credit rights, which are no longer recorded in the Company’s statement of financial position.
On December 31, 2020, other receivables are mainly represented by receivables from the sale of farms and various properties, with a balance of R$78,258 (R$109,419 on December 31, 2019).
The movements of the expected credit losses are presented below:
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Beginning balance | (457,505) | (441,448) | (503,848) | (508,848) | |||
(Additions) Reversals | (4,822) | (21,336) | (12,137) | (23,899) | |||
Write-offs | 5,869 | 18,859 | 19,451 | 44,039 | |||
Exchange rate variation | (99,254) | (13,580) | (109,406) | (15,140) | |||
Ending balance | (555,712) | (457,505) | (605,940) | (503,848) |
The aging of trade accounts receivable is as follows:
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 54 |
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Not overdue | 5,206,584 | 6,028,415 | 4,010,140 | 2,820,308 | |||
Overdue | |||||||
01 to 60 days | 29,631 | 29,232 | 104,195 | 143,303 | |||
61 to 90 days | 1,357 | 5,549 | 6,045 | 19,409 | |||
91 to 120 days | 469 | 1,568 | 398 | 3,723 | |||
121 to 180 days | 458 | 876 | 7,024 | 3,934 | |||
181 to 360 days | 3,448 | 5,166 | 15,688 | 20,748 | |||
More than 360 days | 541,020 | 499,953 | 575,647 | 540,387 | |||
( - ) Adjustment to present value | (10,026) | (8,522) | (13,316) | (10,121) | |||
( - ) Expected credit losses | (555,712) | (457,505) | (605,940) | (503,848) | |||
5,217,229 | 6,104,732 | 4,099,881 | 3,037,843 |
7. | INVENTORIES |
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Finished goods | 2,162,977 | 1,302,419 | 3,610,585 | 2,257,119 | |||
Work in progress | 191,110 | 147,022 | 192,335 | 149,470 | |||
Raw materials | 1,920,891 | 721,278 | 2,046,681 | 803,520 | |||
Packaging materials | 88,359 | 57,915 | 92,256 | 60,715 | |||
Secondary materials | 522,125 | 367,311 | 531,801 | 375,744 | |||
Supplies | 173,030 | 168,248 | 207,033 | 205,399 | |||
Imports in transit | 107,829 | 61,021 | 107,829 | 61,021 | |||
Other | 75,508 | 5,252 | 94,816 | 19,266 | |||
(-) Adjustment to present value | (80,568) | (44,319) | (80,577) | (44,338) | |||
5,161,261 | 2,786,147 | 6,802,759 | 3,887,916 |
The movements in the write-down of inventories to the net realizable value, for which the additions, reversals and write-offs were recorded against Cost of Sales, are presented in the table below:
Parent company | |||||||||||||||
Realizable value through sale | Impaired inventories | Obsolete inventories | Total | ||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||||
Beginning balance | (9,075) | (60,986) | (37,729) | (51,374) | (8,416) | (5,008) | (55,220) | (117,368) | |||||||
Additions | (77,039) | (61,890) | (73,895) | (142,796) | (4,815) | (6,485) | (155,749) | (211,171) | |||||||
Reversals | 62,157 | 72,645 | - | - | - | - | 62,157 | 72,645 | |||||||
Write-offs | - | 41,156 | 88,045 | 156,441 | 5,516 | 3,077 | 93,561 | 200,674 | |||||||
Ending balance | (23,957) | (9,075) | (23,579) | (37,729) | (7,715) | (8,416) | (55,251) | (55,220) |
Consolidated | |||||||||||||||
Realizable value through sale | Impaired inventories | Obsolete inventories | Total | ||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||||
Beginning balance | (10,712) | (65,490) | (42,526) | (60,586) | (14,919) | (12,029) | (68,157) | (138,105) | |||||||
Additions | (106,357) | (81,988) | (91,237) | (153,881) | (10,304) | (9,529) | (207,898) | (245,398) | |||||||
Reversals | 85,816 | 95,881 | - | - | - | - | 85,816 | 95,881 | |||||||
Write-offs | - | 41,156 | 104,115 | 171,637 | 10,688 | 6,360 | 114,803 | 219,153 | |||||||
Exchange rate variation | 98 | (271) | (183) | 304 | (184) | 279 | (269) | 312 | |||||||
Ending balance | (31,155) | (10,712) | (29,831) | (42,526) | (14,719) | (14,919) | (75,705) | (68,157) |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 55 |
8. | BIOLOGICAL ASSETS |
The live animals are represented by poultry and pork and segregated into consumables and animals for production. The rollforward of the biological assets are presented below:
Parent company | ||||||||||||||||||||||||||
Current | Non-current | |||||||||||||||||||||||||
Live animals | Live animals | |||||||||||||||||||||||||
Poultry | Pork | Total | Poultry | Pork | Forests | Total | ||||||||||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | |||||||||||||
Beginning balance | 557,773 | 529,524 | 987,354 | 930,280 | 1,545,127 | 1,459,804 | 350,285 | 319,318 | 337,804 | 317,185 | 328,553 | 362,893 | 1,016,642 | 999,396 | ||||||||||||
Additions/Transfer | 9,689,719 | 3,442,621 | 7,108,084 | 3,545,494 | 16,797,803 | 6,988,115 | 62,286 | 60,424 | 363,027 | 272,677 | 38,536 | 56,134 | 463,849 | 389,235 | ||||||||||||
Changes in fair value (1) | 2,050,419 | 1,570,343 | 368,019 | 209,083 | 2,418,438 | 1,779,426 | 49,623 | 19,793 | (184,005) | (174,903) | 21,711 | (28,119) | (112,671) | (183,229) | ||||||||||||
Harvest | - | - | - | - | - | - | - | - | - | - | (59,586) | (48,890) | (59,586) | (48,890) | ||||||||||||
Write-off | - | - | - | - | - | - | - | - | - | - | (5,099) | (11,810) | (5,099) | (11,810) | ||||||||||||
Transfer between current and non-current | 57,164 | 49,250 | 91,574 | 77,155 | 148,738 | 126,405 | (57,164) | (49,250) | (91,574) | (77,155) | - | - | (148,738) | (126,405) | ||||||||||||
Transfer to assets held for sale | - | - | - | - | - | - | - | - | - | - | 329 | (1,655) | 329 | (1,655) | ||||||||||||
Transfer to inventories | (11,571,369) | (5,033,965) | (7,294,449) | (3,774,658) | (18,865,818) | (8,808,623) | - | - | - | - | - | - | - | - | ||||||||||||
Ending balance | 783,706 | 557,773 | 1,260,582 | 987,354 | 2,044,288 | 1,545,127 | 405,030 | 350,285 | 425,252 | 337,804 | 324,444 | 328,553 | 1,154,726 | 1,016,642 | ||||||||||||
Consolidated | ||||||||||||||||||||||||||
Current | Non-current | |||||||||||||||||||||||||
Live animals | Live animals | |||||||||||||||||||||||||
Poultry | Pork | Total | Poultry | Pork | Forests | Total | ||||||||||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | |||||||||||||
Beginning balance | 615,685 | 582,853 | 987,354 | 930,280 | 1,603,039 | 1,513,133 | 414,668 | 381,236 | 337,804 | 317,185 | 328,553 | 362,893 | 1,081,025 | 1,061,314 | ||||||||||||
Additions/Transfer | 9,705,994 | 3,456,921 | 7,108,084 | 3,545,494 | 16,814,078 | 7,002,415 | 71,494 | 94,055 | 363,027 | 272,677 | 38,536 | 56,134 | 473,057 | 422,866 | ||||||||||||
Changes in fair value (1) | 2,059,397 | 1,564,807 | 368,019 | 209,084 | 2,427,416 | 1,773,891 | 51,660 | (6,516) | (184,005) | (174,903) | 21,711 | (28,119) | (110,634) | (209,538) | ||||||||||||
Harvest | - | - | - | - | - | - | - | - | - | - | (59,586) | (48,890) | (59,586) | (48,890) | ||||||||||||
Write-off | - | - | - | - | - | - | - | - | - | - | (5,099) | (11,810) | (5,099) | (11,810) | ||||||||||||
Transfer between current and non-current | 57,164 | 49,250 | 91,574 | 77,155 | 148,738 | 126,405 | (57,164) | (49,250) | (91,574) | (77,155) | - | - | (148,738) | (126,405) | ||||||||||||
Transfer to assets held for sale | - | - | - | - | - | - | (10,389) | - | - | - | 329 | (1,655) | (10,060) | (1,655) | ||||||||||||
Transfer to inventories | (11,571,369) | (5,033,965) | (7,294,449) | (3,774,659) | (18,865,818) | (8,808,624) | - | - | - | - | - | - | - | - | ||||||||||||
Exchange variation | 1,557 | (4,181) | - | - | 1,557 | (4,181) | 1,784 | (4,857) | - | - | - | - | 1,784 | (4,857) | ||||||||||||
Ending balance | 868,428 | 615,685 | 1,260,582 | 987,354 | 2,129,010 | 1,603,039 | 472,053 | 414,668 | 425,252 | 337,804 | 324,444 | 328,553 | 1,221,749 | 1,081,025 |
(1) | The change in the fair value of biological assets includes depreciation of breeders and depletion of forests in the amount of R$789,496 (R$728,904 on December 31, 2019) in the parent company and R$876,976 (R$798,239 on December 31, 2019) in the consolidated. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 56 |
The estimated balances and quantities of live animals are set forth below:
Parent company | |||||||
12.31.20 | 12.31.19 | ||||||
Quantity (thousand of heads) | Book value | Quantity (thousand of heads) | Book value | ||||
Consumable biological assets | |||||||
Immature poultry | 178,143 | 783,706 | 170,071 | 557,773 | |||
Immature pork | 4,204 | 1,260,582 | 4,098 | 987,354 | |||
Total current | 182,347 | 2,044,288 | 174,169 | 1,545,127 | |||
Production biological assets | |||||||
Immature poultry | 6,243 | 152,632 | 6,093 | 129,837 | |||
Mature poultry | 10,207 | 252,398 | 10,329 | 220,448 | |||
Immature pork | 203 | 93,466 | 211 | 77,027 | |||
Mature pork | 457 | 331,786 | 455 | 260,777 | |||
Total non-current | 17,110 | 830,282 | 17,088 | 688,089 | |||
199,457 | 2,874,570 | 191,257 | 2,233,216 | ||||
Consolidated | |||||||
12.31.20 | 12.31.19 | ||||||
Quantity (thousand of heads) | Book value | Quantity (thousand of heads) | Book value | ||||
Consumable biological assets | |||||||
Immature poultry | 199,877 | 868,428 | 189,602 | 615,685 | |||
Immature pork | 4,204 | 1,260,582 | 4,098 | 987,354 | |||
Total current | 204,081 | 2,129,010 | 193,700 | 1,603,039 | |||
Production biological assets | |||||||
Immature poultry | 7,320 | 188,967 | 7,042 | 160,415 | |||
Mature poultry | 11,395 | 283,086 | 11,554 | 254,253 | |||
Immature pork | 203 | 93,466 | 211 | 77,027 | |||
Mature pork | 457 | 331,786 | 455 | 260,777 | |||
Total non-current | 19,375 | 897,305 | 19,262 | 752,472 | |||
223,456 | 3,026,315 | 212,962 | 2,355,511 |
The Company has forests pledged as collateral for financing and tax/civil contingencies on December 31, 2020 in the amount of R$68,381 in the parent company and in the consolidated (R$62,408 in the parent company and in the consolidated at December 31, 2019).
8.1. | Sensitivity analysis |
The fair value of animals and forests is determined using unobservable inputs, using the best practices available in the valuation circumstances, therefore it is classified in the Level 3 of the fair value hierarchy. The main assumptions used in the measurement of the fair value of forests and their impact on measurement are presented below.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 57 |
The estimated fair value can change if: | ||||||||
Asset | Valuation methodology | Non observable significant inputs | Increase | Decrease | ||||
Forests | Income approach | Estimated price of standing wood | Increase in the price of wood | Decrease in the price of wood | ||||
Productivity per hectare estimated | Increase in yield per hectare | Decrease in yield per hectare | ||||||
Harvest and transport cost | Decrease of harvest cost | Increase of harvest cost | ||||||
Discount rate | Descrease in discount rate | Increase in discount rate | ||||||
Live animals | Cost approach | Price of the feed inputs | Increase in feed cost | Decrease in feed cost | ||||
Storage costs | Increase in storage cost | Decrease in storage cost | ||||||
Outgrowers cost | Increase in outgrowers cost | Decrease in outgrowers cost |
The prices used in the valuation are those practiced in the regions where the Company is located and were obtained through market research. The discount rate corresponds to the average cost of capital and other economic assumptions for a market participant.
The weighted average price used in the valuation of biological assets (forests) on December 31, 2020 was equivalent to R$34.63 (thirty-four and sixty-three Reais) per stere (R$32.99 per stere on December 31, 2019).
The real discount rate used in the valuation of the biological asset (forests) on December 31, 2020 was 6.00% p.a. (7.07% p.a. on December 31, 2019).
9. | RECOVERABLE TAXES |
The rollforward of recoverable taxes are set forth below:
Parent company | ||||||||||||||
Note | 12.31.19 | Additions | Compensations | Transfers (1) | Restatement | 12.31.20 | ||||||||
ICMS and VAT | 9.1 | |||||||||||||
Recoverable ICMS and VAT | 1,476,595 | 298,792 | (164,645) | (127,370) | 240 | 1,483,612 | ||||||||
(-) Impairment | (141,192) | (38,033) | 3,022 | 21,482 | - | (154,721) | ||||||||
PIS and COFINS | 9.2 | |||||||||||||
Recoverable PIS and COFINS | 2,986,235 | 728,955 | (591,245) | - | 43,056 | 3,167,001 | ||||||||
(-) Impairment | (16,922) | - | 2,694 | - | - | (14,228) | ||||||||
IPI | 9.3 | |||||||||||||
Recoverable IPI | 848,861 | 2,315 | (7,197) | (92,812) | 57,357 | 808,524 | ||||||||
(-) Impairment | (3,818) | (263) | 2,097 | - | - | (1,984) | ||||||||
INSS | ||||||||||||||
Recoverable INSS | 255,949 | 88,616 | (7,634) | - | 4,893 | 341,824 | ||||||||
(-) Impairment | (102) | - | - | - | - | (102) | ||||||||
Other taxes | ||||||||||||||
Other recoverable taxes | 41,050 | 11,949 | (884) | - | - | 52,115 | ||||||||
(-) Impairment | (5,160) | - | 3,676 | - | - | (1,484) | ||||||||
5,441,496 | 1,092,331 | (760,116) | (198,700) | 105,546 | 5,680,557 | |||||||||
Current | 274,480 | 812,338 | ||||||||||||
Non-current | 5,167,016 | 4,868,219 | ||||||||||||
Note | 12.31.19 | Additions | Compensations | Transfers (1) | Restatement | 12.31.20 | ||||||||
Income taxes | 9.4 | |||||||||||||
Recoverable income taxes | 313,704 | 30,596 | (256,644) | - | 4,340 | 91,996 | ||||||||
(-) Impairment | (8,985) | - | - | - | - | (8,985) | ||||||||
304,719 | 30,596 | (256,644) | - | 4,340 | 83,011 | |||||||||
Current | 40,291 | 28,888 | ||||||||||||
Non-current | 264,428 | 54,123 |
(1) | The transfers occur from Recoverable Taxes to Other Current Assets and Other Non-Current Assets. In the case of ICMS and VAT, transfers occur when the credits are sold to third parties and in the case of IPI, when the government acknowledges its obligation to pay the credit in cash to the Company. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 58 |
Parent company | ||||||||||||||
Note | 12.31.18 | Additions | Compensations | Transfers (1) | Restatement | 12.31.19 | ||||||||
ICMS and VAT | 9.1 | |||||||||||||
Recoverable ICMS and VAT | 1,517,304 | 336,037 | (184,910) | (192,076) | 240 | 1,476,595 | ||||||||
(-) Impairment | (140,964) | (79,896) | 29,749 | 49,919 | - | (141,192) | ||||||||
PIS and COFINS | 9.2 | |||||||||||||
Recoverable PIS and COFINS | 941,864 | 2,276,404 | (265,861) | - | 33,828 | 2,986,235 | ||||||||
(-) Impairment | (17,418) | (496) | 992 | - | - | (16,922) | ||||||||
IPI | 9.3 | |||||||||||||
Recoverable IPI | 836,674 | 3,119 | (3,307) | (31,199) | 43,574 | 848,861 | ||||||||
(-) Impairment | (13,562) | - | - | 9,744 | - | (3,818) | ||||||||
INSS | ||||||||||||||
Recoverable INSS | 307,865 | 11,901 | (74,820) | - | 11,003 | 255,949 | ||||||||
(-) Impairment | (102) | - | - | - | - | (102) | ||||||||
Other taxes | ||||||||||||||
Other recoverable taxes | 52,330 | - | (11,280) | - | - | 41,050 | ||||||||
(-) Impairment | (3,875) | (1,287) | 2 | - | - | (5,160) | ||||||||
3,480,116 | 2,545,782 | (509,435) | (163,612) | 88,645 | 5,441,496 | |||||||||
Current | 340,116 | 274,480 | ||||||||||||
Non-current | 3,140,000 | 5,167,016 | ||||||||||||
Note | 12.31.18 | Additions | Compensations | Transfers (1) | Restatement | 12.31.19 | ||||||||
Income taxes | 9.4 | |||||||||||||
Recoverable income taxes | 426,134 | 44,249 | (174,005) | - | 17,326 | 313,704 | ||||||||
(-) Impairment | (8,985) | - | - | - | - | (8,985) | ||||||||
417,149 | 44,249 | (174,005) | - | 17,326 | 304,719 | |||||||||
Current | 410,340 | 40,291 | ||||||||||||
Non-current | 6,809 | 264,428 |
(1) | The transfers occur from Recoverable Taxes to Other Current Assets and Other Non-Current Assets. In the case of ICMS and VAT, transfers occur when the credits are sold to third parties and in the case of IPI, when the government acknowledges its obligation to pay the credit in cash to the Company. |
Consolidated | ||||||||||||||||
Note | 12.31.19 | Additions | Compensations | Transfers (1) | Restatement | Exchange variation | 12.31.20 | |||||||||
ICMS and VAT | 9.1 | |||||||||||||||
Recoverable ICMS and VAT | 1,635,663 | 570,056 | (549,446) | (127,370) | 240 | 39,832 | 1,568,975 | |||||||||
(-) Impairment | (141,193) | (38,033) | 3,022 | 21,483 | - | - | (154,721) | |||||||||
PIS and COFINS | 9.2 | |||||||||||||||
Recoverable PIS and COFINS | 2,990,313 | 729,213 | (594,483) | - | 43,056 | - | 3,168,099 | |||||||||
(-) Impairment | (16,922) | - | 2,694 | - | - | - | (14,228) | |||||||||
IPI | 9.3 | |||||||||||||||
Recoverable IPI | 848,865 | 2,319 | (7,201) | (92,812) | 57,357 | - | 808,528 | |||||||||
(-) Impairment | (3,818) | (263) | 2,097 | - | - | - | (1,984) | |||||||||
INSS | ||||||||||||||||
Recoverable INSS | 255,967 | 88,621 | (7,663) | - | 4,893 | 7 | 341,825 | |||||||||
(-) Impairment | (102) | - | - | - | - | - | (102) | |||||||||
Other taxes | ||||||||||||||||
Other recoverable taxes | 80,145 | 11,952 | (901) | (38,277) | - | (30) | 52,889 | |||||||||
(-) Impairment | (5,639) | - | 3,676 | - | - | - | (1,963) | |||||||||
5,643,279 | 1,363,865 | (1,148,205) | (236,976) | 105,546 | 39,809 | 5,767,318 | ||||||||||
Current | 473,732 | 899,120 | ||||||||||||||
Non-current | 5,169,547 | 4,868,198 | ||||||||||||||
Note | 12.31.19 | Additions | Compensations | Transfers (1) | Restatement | Exchange variation | 12.31.20 | |||||||||
Income taxes | 9.4 | |||||||||||||||
Recoverable income taxes | 430,778 | 58,007 | (422,496) | - | 4,341 | 37,098 | 107,728 | |||||||||
(-) Impairment | (9,029) | - | - | - | - | - | (9,029) | |||||||||
421,749 | 58,007 | (422,496) | - | 4,341 | 37,098 | 98,699 | ||||||||||
Current | 152,486 | 43,840 | ||||||||||||||
Non-current | 269,263 | 54,859 |
(1) | The transfers occur from Recoverable Taxes to Other Current Assets and Other Non-Current Assets. In the case of ICMS and VAT, transfers occur when the credits are sold to third parties and in the case of IPI, when the government acknowledges its obligation to pay the credit in cash to the Company. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 59 |
Consolidated | ||||||||||||||||
Note | 12.31.18 | Additions | Compensations | Transfers (1) | Restatement | Exchange variation | 12.31.19 | |||||||||
ICMS and VAT | 9.1 | |||||||||||||||
Recoverable ICMS and VAT | 1,632,110 | 480,007 | (282,246) | (192,076) | 240 | (2,372) | 1,635,663 | |||||||||
(-) Impairment | (140,970) | (79,896) | 29,755 | 49,918 | - | - | (141,193) | |||||||||
PIS and COFINS | 9.2 | |||||||||||||||
Recoverable PIS and COFINS | 946,399 | 2,276,859 | (266,773) | - | 33,828 | - | 2,990,313 | |||||||||
(-) Impairment | (17,418) | (496) | 992 | - | - | - | (16,922) | |||||||||
IPI | 9.3 | |||||||||||||||
Recoverable IPI | 836,676 | 3,123 | (3,310) | (31,199) | 43,575 | - | 848,865 | |||||||||
(-) Impairment | (13,562) | - | - | 9,744 | - | - | (3,818) | |||||||||
INSS | ||||||||||||||||
Recoverable INSS | 307,897 | 11,905 | (74,841) | - | 11,004 | 2 | 255,967 | |||||||||
(-) Impairment | (102) | - | - | - | - | - | (102) | |||||||||
Other taxes | ||||||||||||||||
Other recoverable taxes | 155,779 | 29,321 | (107,484) | - | - | 2,529 | 80,145 | |||||||||
(-) Impairment | (3,873) | (1,780) | 2 | - | - | 12 | (5,639) | |||||||||
3,702,936 | 2,719,043 | (703,905) | (163,613) | 88,647 | 171 | 5,643,279 | ||||||||||
Current | 560,389 | 473,732 | ||||||||||||||
Non-current | 3,142,547 | 5,169,547 | ||||||||||||||
Note | 12.31.18 | Additions | Compensations | Transfers (1) | Restatement | Exchange variation | 12.31.19 | |||||||||
Income taxes | 9.4 | |||||||||||||||
Recoverable income taxes | 522,758 | 92,270 | (202,091) | 1,027 | 17,326 | (512) | 430,778 | |||||||||
(-) Impairment | (9,029) | - | - | - | - | - | (9,029) | |||||||||
513,729 | 92,270 | (202,091) | 1,027 | 17,326 | (512) | 421,749 | ||||||||||
Current | 506,483 | 152,486 | ||||||||||||||
Non-current | 7,246 | 269,263 |
(1) | The transfers occur from Recoverable Taxes to Other Current Assets and Other Non-Current Assets. In the case of ICMS and VAT, transfers occur when the credits are sold to third parties and in the case of IPI, when the government acknowledges its obligation to pay the credit in cash to the Company. |
9.1. | ICMS – Tax on Movement of Goods and Services and VAT – Value Added Taxes |
As result of (i) export activity, (ii) tax benefits, (iii) sales in the domestic market subject to reduced rates; and (iv) acquisition of property, plant and equipment, the Company generates credits that are offset against debits arising from sales in the domestic market or transferred to third parties.
The Company has ICMS credit balances in the States of Paraná, Santa Catarina, Mato Grosso do Sul, Minas Gerais and Amazonas, which will be realized in the short and long term, based on the recoverability study reviewed and approved by the Management.
In other jurisdictions outside Brazil, value added taxes (VAT) are due in regular operations of the Company with goods and services.
9.2. | PIS and COFINS –Social Integration Plan and Contribution for Social Security Financing |
The accumulated PIS and COFINS tax credits arise from credits on raw material purchases subsequently used in the production of exported products or products for which sale is not taxed, such as fresh meat and margarine. In 2020 the Company has also recognized and used extemporaneous credits on items as commercial and labor expenses. The realization of these credits usually occurs through the compensation with debits on sales of taxed products in the domestic market, with other federal taxes, and more recently with social security contributions, or even, if necessary, through refund or reimbursement requests.
In the years of 2018, 2019 and 2020 the Company received unappealable judicial decisions to four processes, granting the Company the right to exclude ICMS from the PIS and COFINS calculation basis. Such processes comprehend, besides BRF S.A., the subsidiaries Perdigão Agroindustrial S.A., Sadia S.A. and Avipal S.A. Avicultura e Agropecuária (later Eleva Alimentos S.A.), all incorporated by BRF S.A. The periods involved in the processes are from September 1992 until March 2017, date from which the Company began to exclude the ICMS from the PIS and COFINS calculation basis. The Company, supported by its consultants, obtained the fiscal files for the period and reconciled them with the accessory obligations, measuring the credits reliably through the ICMS presented in the invoices.
In the year of 2018, the court issued unappealable decision to the process filled by Perdigão Agroindustrial S.A., for which the amount of R$556,970 was recognized under Recoverable PIS and COFINS, being R$225,600 of principal recorded in Other Operating Income and R$331,370 of interests recorded in Financial Income. In the year of 2019, the court issued unappealable decisions to the processes filled by Sadia S.A. and BRF S.A., for which the amount of R$2,078,610 was recognized under Recoverable PIS and COFINS, being R$1,185,386 of principal recorded in Other Operating Income and R$893,224 of interests recorded in Financial Income.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 60 |
On October 23, 2020 the Company received an unappealable judicial decision to a process filled by Eleva Alimentos S.A., for which the amount of R$99,065 was recognized under Recoverable PIS and COFINS, being R$40,086 of principal recorded in Other Operating Income and R$58,979 of interests recorded in Financial Income.
As of December 31, 2020, the updated balance of the processes above is R$2,818,391 (R$2,674,629 as of December 31, 2019). In the study prepared by the Management, its realization is estimated through offsetting with federal taxes or through reimbursement of the amounts as expected below:
PIS and COFINS | |
2021 | 479,225 |
2022 | 328,000 |
2023 | 537,000 |
2024 | 672,000 |
2025 | 377,847 |
2026 | 424,319 |
2,818,391 |
9.3. | IPI - Industrialized Product Tax |
The Company recognized relevant tax assets as result of gains from lawsuits related to IPI, specially “crédito prêmio”. The balance referring to these assets in the parent company and consolidated on December 31, 2020 is R$860,820 (R$1,037,901 on December 31, 2019), of which R$805,001 (R$840,455 on December 31, 2019) is recorded as Recoverable Taxes and the remainder, referring to cases in which the government will reimburse in cash, is recorded as Other Current Assets, in the amount of R$40,370 (R$194,388 on December 31, 2019) and as Other Non-Current Assets, in the amount of R$15,449 (R$3,058 on December 31, 2019).
In the study prepared by the Management, its realization is estimated through the refund of the amounts as expected below:
IPI | |
2021 | 40,370 |
2022 | 15,449 |
2025 | 590,760 |
2026 | 214,241 |
860,820 |
9.4. | Income taxes |
The accumulated income taxes credits arise, mostly, from withholding taxes on securities, interest and prepayments on of income tax and social contribution in Brazil. The realization occurs by offsetting with federal taxes and contributions.
9.5. | Realization of Brazilian federal tax credits |
The Company received in cash, through refunds related to IPI credits, the amount of R$235,405 for the year ended December 31, 2020 (null for the year ended December 31, 2019) in the parent company and consolidated.
Additionally, the Company used PIS, COFINS, IPI, IRPJ, CSLL, INSS and other tax credits to offset other federal taxes payable such as INSS and withholding Income Tax in the amount of R$863,604 for the year ended December 31, 2020 in the parent company and consolidated (R$529.273 in the parent company and consolidated for the year ended December 31, 2019), preserving its liquidity and optimizing its capital structure.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 61 |
10. | DEFERRED INCOME TAXES |
10.1. | Composition |
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Assets | |||||||
Tax losses carryforward | 2,052,843 | 1,780,424 | 2,060,846 | 1,785,027 | |||
Negative calculation basis (social contribution) | 769,402 | 680,518 | 772,283 | 682,175 | |||
Temporary differences - Assets | |||||||
Provisions for tax, civil and labor risks | 458,019 | 477,538 | 458,019 | 477,538 | |||
Suspended collection taxes | 1,871 | 31,069 | 1,871 | 31,069 | |||
Expected credit losses | 194,969 | 164,177 | 194,977 | 164,332 | |||
Impairment on tax credits | 67,900 | 60,797 | 67,900 | 60,797 | |||
Provision for other obligations | 115,959 | 64,661 | 115,959 | 64,661 | |||
Employees' profit sharing | 86,752 | 66,166 | 86,752 | 66,166 | |||
Write-down to net realizable value of inventories | 19,184 | 18,657 | 19,189 | 18,718 | |||
Employees' benefits plan | 216,510 | 202,228 | 216,510 | 202,228 | |||
Lease basis difference | 86,308 | 37,492 | 86,308 | 37,492 | |||
Other temporary differences | 10,632 | 35,542 | 40,028 | 66,432 | |||
4,080,349 | 3,619,269 | 4,120,642 | 3,656,635 | ||||
Temporary differences - Liabilities | |||||||
Difference on tax x accounting basis for goodwill amortization | (320,729) | (319,592) | (320,729) | (319,592) | |||
Difference on tax x accounting basis for depreciation (useful life) | (851,436) | (802,844) | (851,436) | (802,844) | |||
Business combination (1) | (740,385) | (622,203) | (761,429) | (640,318) | |||
Unrealized gains on derivatives, net | (42,493) | (43,428) | (42,493) | (43,428) | |||
Unrealized fair value gains, net | (39,269) | (11,998) | (39,269) | (11,998) | |||
Other temporary differences | (17,268) | (10,710) | (22,749) | (77,903) | |||
(2,011,580) | (1,810,775) | (2,038,105) | (1,896,083) | ||||
Total deferred taxes | 2,068,769 | 1,808,494 | 2,082,537 | 1,760,552 | |||
Total Assets | 2,068,769 | 1,808,494 | 2,109,064 | 1,845,862 | |||
Total Liabilities | - | - | (26,527) | (85,310) | |||
2,068,769 | 1,808,494 | 2,082,537 | 1,760,552 |
(1) | The deferred tax asset on the Sadia business combination was recorded on the amortization difference between the accounting and tax goodwill calculated as of the purchase price allocation date. The deferred tax liability on the Sadia business combination is substantially represented by the allocation of goodwill to property, plant and equipment, brands and contingent liabilities. |
The roll-forward of deferred income taxes, net, is set forth below:
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Beginning balance | 1,808,494 | 1,517,576 | 1,760,552 | 1,453,878 | |||
Deferred taxes on profit recognized in income | 227,906 | 197,640 | 242,271 | 220,586 | |||
Deferred income taxes recognized in other comprehensive income | 32,070 | (5,232) | 32,070 | 60 | |||
Deferred income taxes related to discontinued operations | - | 97,749 | - | 116,883 | |||
Other (1) | 299 | 761 | 47,644 | (30,855) | |||
Ending balance | 2,068,769 | 1,808,494 | 2,082,537 | 1,760,552 |
(1) | Mainly related to the foreign exchange variation effect on the balances in foreign companies. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 62 |
10.2. | Estimated period of realization |
Deferred tax assets arising from temporary differences will be realized as the differences are settled or realized. The period of settlement or realization of such differences is subject to externalities and is linked to several factors that are not under the control of Management.
In estimating the realization of deferred tax credits on tax losses carryforward, Management considers its budget and strategic plans, which were approved by the Board of Directors, adjusted based on the estimates of the main tax additions and exclusions. The recoverability study is reviewed by the Fiscal Council and approved by the Board of Directors. Based on this estimate, Management believes that it is probable that these deferred tax credits will be realized, as shown below:
Parent company | Consolidated | ||
2021 | 55,306 | 55,306 | |
2022 | 140,612 | 140,612 | |
2023 | 230,254 | 231,408 | |
2024 | 288,074 | 291,677 | |
2025 | 329,733 | 335,681 | |
2026 to 2028 | 1,035,323 | 1,035,323 | |
2029 onwards | 742,943 | 743,122 | |
2,822,245 | 2,833,129 |
The Company has tax losses carryforward in Brazil, which at current tax rates represent R$4,589,674 on December 31, 2020 (R$2,747,192 on December 31, 2019). Within this amount, R$2,822,245 (R$2,460,942 on December 31, 2019) are recognized as an asset, according to the recoverability expectation above. The deferred tax credits on tax losses and negative social contribution basis related to the parent company and its subsidiaries domiciled in Brazil do not expire and the use to offset income taxes payable is limited to 30% of future taxable income.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 63 |
10.3. | Effective income tax rate reconciliation |
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Income before taxes | 1,155,658 | 1,003,696 | 1,147,798 | 1,087,374 | |||
Nominal tax rate | 34% | 34% | 34% | 34% | |||
Expense at nominal rate | (392,924) | (341,257) | (390,251) | (369,707) | |||
Adjustments to income taxes | |||||||
Income from associates and joint ventures | 2,149,057 | 403,434 | - | 73,995 | |||
Difference of tax rates on results of foreign subsidiaries | - | - | 955,324 | (74,172) | |||
Difference of functional currency of foreign subsidiaries | - | - | 1,142,762 | 73,380 | |||
Deferred tax assets not recognized (1) | (1,481,478) | (38,464) | (1,481,478) | (38,464) | |||
Profits taxed by foreign jurisdictions | (63,252) | (79,435) | - | - | |||
Share-based payment | (22,774) | (14,172) | (22,774) | (14,172) | |||
Transfer price | (40,568) | (16,966) | (40,568) | (16,966) | |||
Penalties | (5,261) | (48,633) | (5,261) | (48,633) | |||
Investment grant | 52,279 | 64,127 | 52,279 | 64,127 | |||
Reversal (recognition) of provision with no deferred tax constituted | - | 274,693 | - | 481,356 | |||
Other permanent differences | 32,827 | (4,783) | 32,238 | (4,857) | |||
227,906 | 198,544 | 242,271 | 125,887 | ||||
Effective rate | -19.7% | -19.8% | -21.1% | -11.6% | |||
Current tax | - | 904 | (77,373) | (94,699) | |||
Deferred tax | 227,906 | 197,640 | 319,644 | 220,586 |
(1) | Amount related to the non-recognition of deferred tax on tax losses carryforward in the amount of R$4,357,288 in the parent company and in the consolidated, due to limited capacity of realization (note 10.2). |
The Company’s management determined that the total profits recorded by the holdings of its wholly-owned subsidiaries abroad will not be redistributed. Such funds will be used for investments in the wholly-owned subsidiaries.
Income tax returns in Brazil are subject to review by the tax authorities for a period of five years from the date of their delivery. The Company may be subject to additional collection of taxes, fines and interest as a result of these reviews. The results obtained by subsidiaries abroad are subject to taxation in accordance with the tax laws of each country.
11. | JUDICIAL DEPOSITS |
The rollforward of the judicial deposits is set forth below:
Parent company | |||||||||||||||
Tax | Labor | Civil, commercial and other | Total | ||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||||
Beginning balance | 244,977 | 288,377 | 301,739 | 351,648 | 28,965 | 29,073 | 575,681 | 669,098 | |||||||
Additions | 12,294 | 79,702 | 133,847 | 176,315 | 6,719 | 4,373 | 152,860 | 260,390 | |||||||
Release in favor of the Company | (11,948) | (9,440) | (51,414) | (36,461) | (370) | (382) | (63,732) | (46,283) | |||||||
Release in favor of the counterparty | (907) | (123,371) | (126,405) | (198,819) | (2,055) | (4,825) | (129,367) | (327,015) | |||||||
Interest | 4,574 | 9,709 | 11,980 | 9,056 | 1,280 | 726 | 17,834 | 19,491 | |||||||
Ending balance | 248,990 | 244,977 | 269,747 | 301,739 | 34,539 | 28,965 | 553,276 | 575,681 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 64 |
Consolidated | |||||||||||||||
Tax | Labor | Civil, commercial and other | Total | ||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||||
Beginning balance | 244,977 | 288,377 | 301,808 | 351,648 | 28,965 | 29,073 | 575,750 | 669,098 | |||||||
Additions | 12,294 | 79,702 | 133,847 | 176,406 | 6,719 | 4,373 | 152,860 | 260,481 | |||||||
Release in favor of the Company | (11,948) | (9,440) | (51,414) | (36,461) | (370) | (382) | (63,732) | (46,283) | |||||||
Release in favor of the counterparty | (907) | (123,371) | (126,405) | (198,821) | (2,055) | (4,825) | (129,367) | (327,017) | |||||||
Interest | 4,574 | 9,709 | 11,980 | 9,056 | 1,280 | 726 | 17,834 | 19,491 | |||||||
Exchange rate variation | - | - | (4) | (20) | - | - | (4) | (20) | |||||||
Ending balance | 248,990 | 244,977 | 269,812 | 301,808 | 34,539 | 28,965 | 553,341 | 575,750 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 65 |
12. | INVESTMENTS |
The rollforward of the direct investments in subsidiaries and affiliates of the parent company is set forth below:
Subsidiaries | Affiliates | ||||||||||||||||||||||||||||||||
BRF Energia S.A. | BRF GmbH | Establec. Levino Zaccardi | BRF Pet S.A. | BRF Austria GmbH | PSA Labor. Veter. Ltda | Sadia Alimentos S.A. | Proud Food Lda | Sadia International Ltd. | Sadia Uruguay S.A. | Sadia Chile S.A. | Eclipse Holding Cooperatief | VIP S.A. Empr. e Particip. Imob | PP-BIO Adm. Bem próprio S.A. | PR-SAD Adm. Bem próprio S.A. | Total | ||||||||||||||||||
12.31.20 | 12.31.19 | ||||||||||||||||||||||||||||||||
a) Participation as of December 31, 2020 | |||||||||||||||||||||||||||||||||
% of participation | 100.00% | 100.00% | 99.99% | 100.00% | 100.00% | 99.99% | 43.10% | 10.00% | 100.00% | 100.00% | 60.00% | 0.01% | 100.00% | 33.33% | 33.33% | ||||||||||||||||||
Total quantity of shares and quotas | 7,176,530 | 1 | 9,918,875 | 18,741,856 | 100 | 5,463,850 | 594,576,682 | 150,000 | 900,000 | 2,352,881,073 | 3,027,987,368 | 10,000 | 14,249,459 | - | - | ||||||||||||||||||
Quantity of shares and quotas held | 7,176,530 | 1 | 9,918,538 | 18,741,856 | 100 | 5,463,849 | 256,253,695 | 15,000 | 900,000 | 2,352,881,073 | 1,816,792,421 | 1 | 14,249,459 | - | - | ||||||||||||||||||
- | |||||||||||||||||||||||||||||||||
b) Information as of December 31, 2020 | |||||||||||||||||||||||||||||||||
Share capital | 7,177 | 6,523 | 1,765 | 32,664 | 120 | 5,564 | 338,054 | 3 | 2,933 | 497,012 | 16,169 | 334,999 | 1,311 | - | - | ||||||||||||||||||
Shareholders' equity | 518 | 11,455,184 | 51 | 14,412 | 314,811 | 5,402 | 2,622 | 1,542 | 29,557 | 89,924 | (41,752) | 12,863 | 2,307 | - | - | ||||||||||||||||||
Income (loss) for the year | (513) | 2,285,391 | (491) | (9,564) | 679,585 | (162) | (1,869) | 1,500 | 28,613 | 3,334 | 10,204 | 2,125 | 42 | - | - | ||||||||||||||||||
c) Movements of investments | |||||||||||||||||||||||||||||||||
Beginning balance (12.31.19) | 1,031 | 6,148,777 | - | 19,083 | - | 5,564 | 4,791 | - | 235,307 | 74,821 | - | - | 2,356 | 2,353 | 4,851 | 6,498,934 | 4,042,451 | ||||||||||||||||
Result Movements | |||||||||||||||||||||||||||||||||
Income (loss) | (513) | 5,581,287 | (456) | (9,671) | 680,318 | (162) | (2,968) | 150 | 62,799 | 3,520 | 6,406 | 4 | 42 | - | - | 6,320,756 | 1,186,569 | ||||||||||||||||
Dividends and interests on shareholders' equity | - | - | - | - | - | - | - | - | (303,859) | - | - | - | (90) | - | - | (303,949) | (8,665) | ||||||||||||||||
Capital movements | |||||||||||||||||||||||||||||||||
Capital increase | - | - | 607 | 5,000 | - | - | - | - | - | 4,458 | - | - | - | 238 | 849 | 11,152 | 2,385 | ||||||||||||||||
Capital transaction between subsidiaries | - | - | - | - | - | - | (3,232) | - | (218) | (4,050) | - | - | - | - | - | (7,500) | 1,314,596 | ||||||||||||||||
Acquisition (sale) of equity interest | - | - | - | - | - | - | - | - | - | - | (29,979) | - | - | - | - | (29,979) | (67,444) | ||||||||||||||||
Liquidation of subsidiary | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 90,834 | ||||||||||||||||
Goodwill on acquisition of non-controlling interests | - | - | - | - | (14,344) | - | - | - | - | - | - | - | - | - | - | (14,344) | - | ||||||||||||||||
Other | |||||||||||||||||||||||||||||||||
Other comprehensive income | - | (274,878) | 12 | - | (222,517) | - | 2,539 | 14 | (8,053) | 11,174 | (1,413) | (5) | (1) | - | - | (493,128) | (81,086) | ||||||||||||||||
Constitution (reversal) of provision for loss | - | - | (112) | - | (128,646) | - | - | (10) | 43,581 | - | 24,986 | 1 | - | - | - | (60,200) | 128,757 | ||||||||||||||||
Ending balance (12.31.20) | 518 | 11,455,186 | 51 | 14,412 | 314,811 | 5,402 | 1,130 | 154 | 29,557 | 89,923 | - | - | 2,307 | 2,591 | 5,700 | 11,921,742 | 6,498,934 |
The Company owns other investments in the amount of R$583 in the parent company and in the consolidated (R$583 in the parent company and R$7,676 in the consolidated as of December 31, 2019).
On December 31, 2020 and on December 31, 2019, these associates, affiliates and joint ventures do not have any restriction to amortize their loans or advances to the Company.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 66 |
13. | PROPERTY, PLANT AND EQUIPMENT, NET |
The rollforward of property, plant and equipment is set forth below:
Parent company | |||||||||||
Average rate (1) | 12.31.19 | Additions | Disposals | Transfers (2) | 12.31.20 | ||||||
Cost | |||||||||||
Land | 546,976 | 6,260 | (13,900) | 21,520 | 560,856 | ||||||
Buildings, facilities and improvements | 9,558,475 | 226,438 | (86,330) | 74,082 | 9,772,665 | ||||||
Machinery and equipment | 7,669,528 | 9,487 | (159,552) | 345,070 | 7,864,533 | ||||||
Furniture and fixtures | 101,855 | 468 | (6,505) | 10,213 | 106,031 | ||||||
Vehicles | 121,079 | 97,535 | (8,760) | (84) | 209,770 | ||||||
Construction in progress | 335,872 | 752,949 | - | (493,468) | 595,353 | ||||||
Advances to suppliers | - | - | - | 923 | 923 | ||||||
18,333,785 | 1,093,137 | (275,047) | (41,744) | 19,110,131 | |||||||
Depreciation | |||||||||||
Land (3) | 20.97% | (4,258) | (6,834) | 244 | (1,800) | (12,648) | |||||
Buildings, facilities and improvements | 9.74% | (3,126,532) | (614,982) | 63,432 | (5,021) | (3,683,103) | |||||
Machinery and equipment | 6.67% | (3,790,298) | (441,873) | 103,623 | 1,201 | (4,127,347) | |||||
Furniture and fixtures | 6.67% | (54,854) | (5,231) | 5,461 | (98) | (54,722) | |||||
Vehicles | 27.12% | (24,541) | (40,913) | 1,617 | 84 | (63,753) | |||||
(7,000,483) | (1,109,833) | 174,377 | (5,634) | (7,941,573) | |||||||
11,333,302 | (16,696) | (100,670) | (47,378) | 11,168,558 |
(1) | Weighted average annual rate. |
(2) | Refers to the transfer of R$42,912 for intangible assets, R$4,555 for assets held for sale and R$(89) for biological assets. |
(3) | Land depreciation refers to right-of-use assets. The amount of R$4,266 of depreciation was recognized in the cost of formation of forests and will be realized in the result according to the depletion (note 18.1). |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 67 |
Parent company | |||||||||||||
Average rate (1) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Transfers | 12.31.19 | |||||||
Cost | |||||||||||||
Land | 504,851 | 21,120 | 1,985 | (5,879) | 24,899 | 546,976 | |||||||
Buildings, facilities and improvements | 7,108,551 | 2,128,038 | 202,393 | (143,790) | 263,283 | 9,558,475 | |||||||
Machinery and equipment | 7,771,340 | 458 | 6,086 | (209,229) | 100,873 | 7,669,528 | |||||||
Furniture and fixtures | 102,732 | - | 279 | (6,997) | 5,841 | 101,855 | |||||||
Vehicles | 7,491 | 7,669 | 112,868 | (7,876) | 927 | 121,079 | |||||||
Construction in progress | 418,630 | - | 354,115 | - | (436,873) | 335,872 | |||||||
Advances to suppliers | 267 | - | - | - | (267) | - | |||||||
15,913,862 | 2,157,285 | 677,726 | (373,771) | (41,317) | 18,333,785 | ||||||||
Depreciation | |||||||||||||
Land | 20.77% | - | - | (4,285) | 27 | - | (4,258) | ||||||
Buildings, facilities and improvements | 6.17% | (2,534,557) | - | (599,818) | 20,554 | (12,711) | (3,126,532) | ||||||
Machinery and equipment | 6.60% | (3,485,179) | - | (490,308) | 178,990 | 6,199 | (3,790,298) | ||||||
Furniture and fixtures | 6.67% | (55,732) | - | (5,293) | 5,399 | 772 | (54,854) | ||||||
Vehicles | 27.65% | (7,221) | - | (20,349) | 1,461 | 1,568 | (24,541) | ||||||
(6,082,689) | - | (1,120,053) | 206,431 | (4,172) | (7,000,483) | ||||||||
9,831,173 | 2,157,285 | (442,327) | (167,340) | (45,489) | 11,333,302 |
(1) | Weighted average annual rate. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 68 |
Consolidated | |||||||||||||
Average rate (1) | 12.31.19 | Additions | Disposals | Transfers (2) | Exchange rate variation | 12.31.20 | |||||||
Cost | |||||||||||||
Land | 603,479 | 7,582 | (13,665) | 6,031 | 4,962 | 608,389 | |||||||
Buildings, facilities and improvements | 10,148,798 | 287,834 | (148,793) | 268 | 156,419 | 10,444,526 | |||||||
Machinery and equipment | 8,177,047 | 20,293 | (166,183) | 278,530 | 85,833 | 8,395,520 | |||||||
Furniture and fixtures | 140,439 | 851 | (8,604) | 18,946 | 5,453 | 157,085 | |||||||
Vehicles | 213,199 | 165,737 | (54,491) | (5,639) | 27,412 | 346,218 | |||||||
Construction in progress | 348,907 | 778,151 | - | (516,360) | (2,443) | 608,255 | |||||||
Advances to suppliers | 528 | 8,885 | - | 3,851 | (516) | 12,748 | |||||||
19,632,397 | 1,269,333 | (391,736) | (214,373) | 277,120 | 20,572,741 | ||||||||
Depreciation | |||||||||||||
Land (3) | 21.32% | (5,086) | (7,132) | 813 | (1,802) | (593) | (13,800) | ||||||
Buildings, facilities and improvements | 9.45% | (3,263,801) | (688,767) | 122,812 | 15,895 | (37,364) | (3,851,225) | ||||||
Machinery and equipment | 6.64% | (3,950,250) | (487,956) | 110,163 | 56,748 | (32,712) | (4,304,007) | ||||||
Furniture and fixtures | 6.67% | (71,779) | (11,704) | 6,931 | (801) | (2,571) | (79,924) | ||||||
Vehicles | 25.87% | (64,592) | (72,562) | 41,236 | 2,389 | (14,676) | (108,205) | ||||||
(7,355,508) | (1,268,121) | 281,955 | 72,429 | (87,916) | (8,357,161) | ||||||||
12,276,889 | 1,212 | (109,781) | (141,944) | 189,204 | 12,215,580 |
(1) | Weighted average annual rate. |
(2) | Refers to the transfer of R$45,245 for intangible assets, R$96,788 to held for sale and R$(89) for biological assets. |
(3) | Land depreciation refers to right-of-use assets. The amount of R$4,266 of depreciation was recognized in the cost of formation of forests and will be realized in the result according to the depletion (note 18.1). |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 69 |
Consolidated | |||||||||||||||
Average rate (1) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Transfers (1) | Exchange rate variation | 12.31.19 | ||||||||
Cost | |||||||||||||||
Land | 536,878 | 23,453 | 1,986 | (5,879) | 50,980 | (3,939) | 603,479 | ||||||||
Buildings, facilities and improvements | 7,590,545 | 2,278,982 | 219,145 | (149,866) | 196,829 | 13,163 | 10,148,798 | ||||||||
Machinery and equipment | 8,272,920 | 1,182 | 45,682 | (212,637) | 83,812 | (13,912) | 8,177,047 | ||||||||
Furniture and fixtures | 159,902 | - | 2,834 | (25,264) | 3,515 | (548) | 140,439 | ||||||||
Vehicles | 17,402 | 94,065 | 119,520 | (9,959) | (10,502) | 2,673 | 213,199 | ||||||||
Construction in progress | 409,696 | - | 367,148 | - | (427,737) | (200) | 348,907 | ||||||||
Advances to suppliers | 13,425 | - | 898 | (1,173) | (16,959) | 4,337 | 528 | ||||||||
17,000,768 | 2,397,682 | 757,213 | (404,778) | (120,062) | 1,574 | 19,632,397 | |||||||||
Depreciation | |||||||||||||||
Land | 22.31% | - | - | (5,134) | 27 | - | 21 | (5,086) | |||||||
Buildings, facilities and improvements | 5.83% | (2,602,188) | - | (667,622) | 26,616 | (15,167) | (5,440) | (3,263,801) | |||||||
Machinery and equipment | 6.57% | (3,620,421) | - | (527,007) | 183,168 | 18,481 | (4,471) | (3,950,250) | |||||||
Furniture and fixtures | 6.67% | (71,062) | - | (10,908) | 6,331 | 2,665 | 1,195 | (71,779) | |||||||
Vehicles | 32.37% | (10,099) | - | (59,348) | 1,718 | 3,579 | (442) | (64,592) | |||||||
(6,303,770) | - | (1,270,019) | 217,860 | 9,558 | (9,137) | (7,355,508) | |||||||||
10,696,998 | 2,397,682 | (512,806) | (186,918) | (110,504) | (7,563) | 12,276,889 |
(1) | Weighted average annual rate. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 70 |
The amount of capitalized borrowing costs during the year ended on December 31, 2020 was of R$21,676 in the parent company and in the consolidated (R$19,207 in the parent company and in the consolidated during the year ended on December 31, 2019).
The weighted average rate used to determine the amount of borrowing costs subject to capitalization was 6.26% p.a. in the parent company and in the consolidated for the year ended on December 31, 2020 (6.60% p.a. in the parent company and in the consolidated for the year ended on December 31, 2019).
The book value of the property, plant and equipment items that are pledged as collateral for transactions of different natures are set forth below:
Parent company and Consolidated | ||||||
Type of collateral | 12.31.20 | 12.31.19 | ||||
Land | Financial/Tax | 223,918 | 221,727 | |||
Buildings, facilities and improvements | Financial/Tax | 1,491,531 | 1,499,808 | |||
Machinery and equipment | Financial/Labor/Tax/Civil | 1,470,295 | 1,488,889 | |||
Furniture and fixtures | Financial/Tax | 15,700 | 14,090 | |||
Vehicles | Financial/Tax | 294 | 369 | |||
3,201,738 | 3,224,883 |
14. | INTANGIBLE ASSETS |
The intangible assets rollforward is set forth below:
Parent company | |||||||||||
Average rate (1) | 12.31.19 | Additions | Disposals | Transfers | 12.31.20 | ||||||
Cost | |||||||||||
Goodwill | 1,783,655 | - | - | - | 1,783,655 | ||||||
Trademarks | 1,152,885 | - | - | - | 1,152,885 | ||||||
Non-compete agreement | 71,729 | 414 | (379) | - | 71,764 | ||||||
Outgrowers relationship | 14,604 | - | (9,276) | - | 5,328 | ||||||
Patents | 6,205 | - | - | - | 6,205 | ||||||
Software | 491,682 | 72,783 | (46,059) | 94,635 | 613,041 | ||||||
Intangible in progress | 11,450 | 94,733 | - | (60,265) | 45,918 | ||||||
3,532,210 | 167,930 | (55,714) | 34,370 | 3,678,796 | |||||||
Amortization | |||||||||||
Non-compete agreement | 36.27% | (57,690) | (11,779) | 380 | - | (69,089) | |||||
Outgrowers relationship | 12.75% | (12,744) | (1,030) | 9,079 | - | (4,695) | |||||
Patents | 10.00% | (5,524) | (473) | - | - | (5,997) | |||||
Software | 34.59% | (316,720) | (148,317) | 43,956 | 8,542 | (412,539) | |||||
(392,678) | (161,599) | 53,415 | 8,542 | (492,320) | |||||||
3,139,532 | 6,331 | (2,299) | 42,912 | 3,186,476 |
(1) | Weighted average annual rate. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 71 |
Parent company | |||||||||||||
Average rate (1) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Transfers | 12.31.19 | |||||||
Cost | |||||||||||||
Goodwill for future profitability | 1,783,655 | - | - | - | - | 1,783,655 | |||||||
Trademarks | 1,152,885 | - | - | - | - | 1,152,885 | |||||||
Non-compete agreement | 63,624 | - | 8,105 | - | - | 71,729 | |||||||
Outgrowers relationship | 15,022 | - | - | (418) | - | 14,604 | |||||||
Patents | 5,970 | - | - | - | 235 | 6,205 | |||||||
Software | 434,242 | 61 | 37,410 | (66,604) | 86,573 | 491,682 | |||||||
Intangible in progress | - | - | 46,745 | - | (35,295) | 11,450 | |||||||
3,455,398 | 61 | 92,260 | (67,022) | 51,513 | 3,532,210 | ||||||||
Amortization | |||||||||||||
Non-compete agreement | 42.73% | (35,246) | - | (22,444) | - | - | (57,690) | ||||||
Outgrowers relationship | 13.02% | (11,552) | - | (1,546) | 354 | - | (12,744) | ||||||
Patents | 19.05% | (5,055) | - | (469) | - | - | (5,524) | ||||||
Software | 23.50% | (249,832) | - | (133,477) | 66,598 | (9) | (316,720) | ||||||
(301,685) | - | (157,936) | 66,952 | (9) | (392,678) | ||||||||
3,153,713 | 61 | (65,676) | (70) | 51,504 | 3,139,532 |
(1) | Weighted average annual rate. |
Consolidated | |||||||||||||
Average rate (1) | 12.31.19 | Additions | Disposals | Transfers (2) | Exchange rate variation | 12.31.20 | |||||||
Cost | |||||||||||||
Goodwill | 2,713,602 | - | - | (6,970) | 228,945 | 2,935,577 | |||||||
Trademarks | 1,322,262 | - | - | - | 5,476 | 1,327,738 | |||||||
Non-compete agreement | 99,229 | 413 | (379) | - | 7,899 | 107,162 | |||||||
Outgrowers relationship | 14,604 | - | (9,276) | - | - | 5,328 | |||||||
Patents | 6,305 | - | (115) | - | 15 | 6,205 | |||||||
Customer relationship | 892,758 | - | - | - | 174,955 | 1,067,713 | |||||||
Software | 523,615 | 73,423 | (45,851) | 97,117 | 8,951 | 657,255 | |||||||
Intangible in progress | 12,151 | 95,111 | - | (61,434) | 226 | 46,054 | |||||||
5,584,526 | 168,947 | (55,621) | 28,713 | 426,467 | 6,153,032 | ||||||||
Amortization | |||||||||||||
Non-compete agreement | 23.41% | (74,190) | (18,784) | 379 | - | (4,813) | (97,408) | ||||||
Outgrowers relationship | 12.75% | (12,744) | (1,030) | 9,079 | - | - | (4,695) | ||||||
Patents | 10.00% | (5,626) | (476) | 115 | - | (12) | (5,999) | ||||||
Customer relationship | 7.35% | (242,263) | (79,969) | - | - | (52,899) | (375,131) | ||||||
Software | 34.22% | (341,624) | (153,288) | 43,718 | 9,562 | (8,065) | (449,697) | ||||||
(676,447) | (253,547) | 53,291 | 9,562 | (65,789) | (932,930) | ||||||||
4,908,079 | (84,600) | (2,330) | 38,275 | 360,678 | 5,220,102 |
(1) | Weighted average annual rate. |
(2) | Related to transfer of R$6,970 to assets held for sales. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 72 |
Consolidated | |||||||||||||||
Average rate (1) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Transfers | Exchange rate variation | 12.31.19 | ||||||||
Cost | |||||||||||||||
Goodwill for future profitability | 2,694,967 | - | - | - | - | 18,635 | 2,713,602 | ||||||||
Trademarks | 1,336,162 | - | - | - | - | (13,900) | 1,322,262 | ||||||||
Non-compete agreement | 90,012 | - | 8,105 | - | - | 1,112 | 99,229 | ||||||||
Outgrowers relationship | 15,022 | - | - | (418) | - | - | 14,604 | ||||||||
Patents | 6,066 | - | - | - | 235 | 4 | 6,305 | ||||||||
Customer relationship | 896,039 | - | - | - | - | (3,281) | 892,758 | ||||||||
Software | 491,830 | 61 | 38,259 | (95,275) | 87,576 | 1,164 | 523,615 | ||||||||
Intangible in progress | - | - | 47,422 | - | (35,294) | 23 | 12,151 | ||||||||
5,530,098 | 61 | 93,786 | (95,693) | 52,517 | 3,757 | 5,584,526 | |||||||||
Amortization | |||||||||||||||
Non-compete agreement | 33.67% | (45,802) | - | (27,811) | - | - | (577) | (74,190) | |||||||
Outgrowers relationship | 13.02% | (11,552) | - | (1,546) | 354 | - | - | (12,744) | |||||||
Patents | 19.05% | (5,149) | - | (470) | - | - | (7) | (5,626) | |||||||
Customer relationship | 7.31% | (172,450) | - | (67,137) | - | - | (2,676) | (242,263) | |||||||
Software | 23.18% | (275,747) | - | (141,925) | 77,027 | (10) | (969) | (341,624) | |||||||
(510,700) | - | (238,889) | 77,381 | (10) | (4,229) | (676,447) | |||||||||
5,019,398 | 61 | (145,103) | (18,312) | 52,507 | (472) | 4,908,079 |
(1) | Weighted average annual rate. |
14.1. | Impairment test |
The impairment test of assets is carried out annually based on the discounted cash flow method, which is prepared in order to determine the value in use of the Company’s cash-generating units (“CGU”). In 2020, the Company used its budget, strategic and financial planning with projections until 2025 and average perpetuity of the cash generating units of 3.25% p.a., based on the history of recent years, as well as in the economic and financial projections of each market in which the Company operates, in addition to official information from independent and governmental institutions.
The discount rate used by Management to prepare discounted cash flows varied from 11.21% p.a. to 13.22% p.a. according to the CGU. The assumptions presented in the table below were also adopted:
2021 | 2022 | 2023 | 2024 | 2025 | ||||||
Inflation Brazil | 2.84% | 3.50% | 3.56% | 3.55% | 3.40% | |||||
Inflation - United States | 2.59% | 2.56% | 2.53% | 2.51% | 2.48% | |||||
Exchange rate - BRL / USD | 4.89 | 4.32 | 4.07 | 3.95 | 3.87 |
The rates presented above don’t consider the effects of income taxes.
Based on Management’s analysis, no impairment adjustments were identified.
In addition to the analysis mentioned above, Management prepared a deterministic sensitivity analysis considering the variations in the Earnings Before Interest and Tax (“EBIT”) margin and in the nominal discount rate as shown below:
Variations | |||||
Apreciation (devaluation) | 1.0% | 0.0% | (1.0%) | ||
BRAZIL CGU | |||||
Discount rate | 14.22% | 13.22% | 12.22% | ||
Ebit Margin | 13.76% | 12.76% | 11.76% | ||
INTERNATIONAL CGU´s | |||||
Discount rate | 12.21% | 11.21% | 10.21% | ||
Ebit Margin | 11.77% | 10.77% | 9.77% |
The Company, in its sensitivity analysis, did not identify any scenarios in which an impairment was necessary.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 73 |
15. | LOANS AND BORROWINGS |
Parent company | |||||||||||||||||||
Charges (p.a.) | Average rate (1) | WAMT (2) | 12.31.19 | Borrowing | Amortization | Interest paid | Interest accrued | Exchange rate variation | 12.31.20 | ||||||||||
Local currency | |||||||||||||||||||
Working capital | Fixed / CDI | 3.25% (6.07% on 12.31.19) | 0.6 | 3,312,639 | 1,200,000 | (3,947,237) | (340,227) | 143,506 | - | 368,681 | |||||||||
Certificate of agribusiness receivables (3) | CDI / IPCA | 10.21% (6.73% on 12.31.19) | 3.0 | 1,597,447 | - | (780,000) | (100,932) | 104,578 | - | 821,093 | |||||||||
Development bank credit lines | Fixed / Selic / TJLP | (5.09% on 12.31.19) | - | 45,516 | - | (45,470) | (427) | 381 | - | - | |||||||||
Export credit facility (4) | Fixed / CDI / USD | 3.69% (5.83% on 12.31.19) | 6.8 | 1,612,365 | 1,490,809 | (1,113,176) | (111,498) | 152,968 | 377,229 | 2,408,697 | |||||||||
Special program asset restructuring | IGPM | (12.22% on 12.31.19) | - | 284,308 | - | (287,621) | (5,142) | 8,455 | - | - | |||||||||
Debentures | CDI / IPCA | 8.28% (7.40% on 12.31.19) | 7.7 | 755,760 | 2,124,725 | - | (38,339) | 179,859 | - | 3,022,005 | |||||||||
Fiscal incentives | Fixed | 2.40% (2.40% on 12.31.19) | - | 5,720 | 73,671 | (34,609) | (667) | 701 | - | 44,816 | |||||||||
7,613,755 | 4,889,205 | (6,208,113) | (597,232) | 590,448 | 377,229 | 6,665,292 | |||||||||||||
Foreign currency | |||||||||||||||||||
Bonds | Fixed / USD / EUR | 4.91% (4.36% on 12.31.19) | 13.8 | 8,407,975 | 4,282,961 | (3,006,334) | (642,851) | 777,917 | 2,432,658 | 12,252,326 | |||||||||
Export credit facility | Fixed / LIBOR / USD | 3.13% (5.77% on 12.31.19) | 2.2 | 407,274 | - | (118,113) | (20,685) | 17,627 | 106,533 | 392,636 | |||||||||
Advances for foreign exchange rate contracts | Fixed / USD | - | - | - | 529,211 | (529,210) | - | - | (1) | - | |||||||||
8,815,249 | 4,812,172 | (3,653,657) | (663,536) | 795,544 | 2,539,190 | 12,644,962 | |||||||||||||
16,429,004 | 9,701,377 | (9,861,770) | (1,260,768) | 1,385,992 | 2,916,419 | 19,310,254 | |||||||||||||
Current | 3,033,034 | 811,919 | |||||||||||||||||
Non-current | 13,395,970 | 18,498,335 |
(1) | Weighted average annual rate. |
(2) | Weighted average maturity in years. |
(3) | The Certificates of Agribusiness Receivables (“CRA”) issued by the Company are backed by receivables of BRF S.A. from certain subsidiaries abroad. |
(4) | The Export Credit Facility was issued in Reais simultaneously and in connection with a foreign exchange rate swap, resulting essentially in a net cash flow in U.S. Dollars. As the transactions are inseparable, both are recorded together under Loans and Borrowings by their amortized cost. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 74 |
Parent company | |||||||||||||||||||
Charges (p.a.) | Average rate (1) | WAMT (2) | 12.31.18 | Borrowing | Amortization | Interest paid | Interest accrued | Exchange rate variation | 12.31.19 | ||||||||||
Local currency | |||||||||||||||||||
Working capital | Pre- fixed / CDI | 6.07% (7.78% on 12.31.18) | 1.2 | 5,863,024 | 1,193,616 | (3,745,967) | (421,600) | 423,566 | - | 3,312,639 | |||||||||
Certificate of agribusiness receivables | CDI / IPCA | 6.73% (6.08% on 12.31.18) | 2.5 | 2,597,502 | - | (999,905) | (139,633) | 139,483 | - | 1,597,447 | |||||||||
Development bank credit lines | Pre- fixed / Selic / TJLP | 5.09% (6.16% on 12.31.18) | 0.3 | 264,545 | - | (223,077) | (7,005) | 11,053 | - | 45,516 | |||||||||
Export credit facility | CDI | 5.83% (9.02% on 12.31.18) | 8.7 | 1,625,327 | (22,403) | (31,700) | (108,845) | 149,986 | - | 1,612,365 | |||||||||
Special program asset restructuring | IGPM | 12.22% (12.45% on 12.31.18) | 0.2 | 273,426 | - | - | (8,554) | 19,436 | - | 284,308 | |||||||||
Debentures | CDI / IPCA | 7.40% | 6.0 | - | 742,250 | (15) | (16,372) | 29,897 | - | 755,760 | |||||||||
Fiscal incentives | Pre- fixed | 2.40% (2.40% on 12.31.18) | - | 3,317 | 70,203 | (67,805) | (570) | 575 | - | 5,720 | |||||||||
10,627,141 | 1,983,666 | (5,068,469) | (702,579) | 773,996 | - | 7,613,755 | |||||||||||||
Foreign currency | |||||||||||||||||||
Bonds | Pre- fixed + e.r. USD and EUR | 4.36% (3.85% on 12.31.18) | 5.8 | 7,487,803 | 3,082,040 | (2,542,949) | (385,612) | 534,704 | 231,989 | 8,407,975 | |||||||||
Export credit facility | LIBOR + e.r. USD | 5.54% (4.76% on 12.31.18) | 3.2 | 714,310 | - | (319,742) | (27,448) | 27,971 | 12,183 | 407,274 | |||||||||
Advances for foreign exchange rate contracts | Pre- fixed + e.r. USD | (4.67% on 12.31.18) | - | 214,192 | 92,750 | (327,469) | (10,249) | 12,831 | 17,945 | - | |||||||||
8,416,305 | 3,174,790 | (3,190,160) | (423,309) | 575,506 | 262,117 | 8,815,249 | |||||||||||||
19,043,446 | 5,158,456 | (8,258,629) | (1,125,888) | 1,349,502 | 262,117 | 16,429,004 | |||||||||||||
Current | 3,689,173 | 3,033,034 | |||||||||||||||||
Non-current | 15,354,273 | 13,395,970 |
(1) | Weighted average annual rate. |
(2) | Weighted average maturity in years. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 75 |
Consolidated | |||||||||||||||||||
Charges (p.a.) | Average rate (1) | WAMT (2) | 12.31.19 | Borrowing | Amortization | Interest paid | Interest accrued | Exchange rate variation | 12.31.20 | ||||||||||
Local currency | |||||||||||||||||||
Working capital | Fixed / CDI | 3.25% (6.07% on 12.31.19) | 0.6 | 3,312,639 | 1,200,000 | (3,947,237) | (340,227) | 143,506 | - | 368,681 | |||||||||
Certificate of agribusiness receivables (3) | CDI / IPCA | 10.21% (6.73% on 12.31.19) | 3.0 | 1,597,447 | - | (780,000) | (100,932) | 104,578 | - | 821,093 | |||||||||
Development bank credit lines | Fixed / Selic / TJLP | (5.09% on 12.31.19) | - | 45,516 | - | (45,470) | (427) | 381 | - | - | |||||||||
Debentures | CDI / IPCA | 8.28% (7.40% on 12.31.19) | 7.7 | 755,760 | 2,124,725 | - | (38,339) | 179,859 | - | 3,022,005 | |||||||||
Export credit facility (4) | Fixed / CDI / USD | 3.69% (5.83% on 12.31.19) | 6.8 | 1,612,365 | 1,490,809 | (1,113,176) | (111,498) | 152,968 | 377,229 | 2,408,697 | |||||||||
Special program asset restructuring | IGPM | (12.22% on 12.31.19) | - | 284,308 | - | (287,621) | (5,142) | 8,455 | - | - | |||||||||
Fiscal incentives | Fixed | 2.40% (2.40% on 12.31.19) | - | 5,720 | 73,671 | (34,609) | (667) | 701 | - | 44,816 | |||||||||
7,613,755 | 4,889,205 | (6,208,113) | (597,232) | 590,448 | 377,229 | 6,665,292 | |||||||||||||
Foreign currency | |||||||||||||||||||
Bonds | Fixed / USD / EUR | 4.81% (4.36% on 12.31.19) | 12.4 | 10,407,484 | 4,282,961 | (3,010,421) | (760,879) | 881,137 | 3,029,711 | 14,829,993 | |||||||||
Export credit facility | Fixed / LIBOR / USD | 3.13% (5.77% on 12.31.19) | 2.2 | 407,275 | - | (118,113) | (20,686) | 17,627 | 106,533 | 392,636 | |||||||||
Advances for foreign exchange rate contracts | Fixed / USD | - | - | - | 529,211 | (529,210) | - | - | (1) | - | |||||||||
Working capital | Fixed / TRY | 10.98% (16.56% on 12.31.19) | 1.2 | 191,765 | 718,956 | (381,502) | (42,742) | 46,704 | (16,676) | 516,505 | |||||||||
11,006,524 | 5,531,128 | (4,039,246) | (824,307) | 945,468 | 3,119,567 | 15,739,134 | |||||||||||||
18,620,279 | 10,420,333 | (10,247,359) | (1,421,539) | 1,535,916 | 3,496,796 | 22,404,426 | |||||||||||||
Current | 3,132,029 | 1,059,984 | |||||||||||||||||
Non-current | 15,488,250 | 21,344,442 |
(1) | Weighted average annual rate. |
(2) | Weighted average maturity in years. |
(3) | The Certificate of Agribusiness Receivable (“CRA”) issued by the Company are backed by receivables of BRF S.A. from certain subsidiaries abroad. |
(4) | The Export Credit Facility was issued in Reais simultaneously and in connection with a foreign exchange rate swap, resulting essentially in a net cash flow in U.S. Dollars. As the transactions are inseparable, both are recorded together under Loans and Borrowings by their amortized cost. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 76 |
Consolidated | |||||||||||||||||||
Charges (p.a.) | Average rate (1) | WAMT (2) | 12.31.18 | Borrowing | Amortization | Interest paid | Interest accrued | Exchange rate variation | 12.31.19 | ||||||||||
Local currency | |||||||||||||||||||
Working capital | Pre-fixed / CDI | 6.07% (7.78% on 12.31.18) | 1.2 | 5,863,023 | 1,193,616 | (3,745,967) | (421,600) | 423,567 | - | 3,312,639 | |||||||||
Certificate of agribusiness receivables | CDI / IPCA | 6.73% (6.08% on 12.31.18) | 2.5 | 2,597,502 | - | (999,905) | (139,633) | 139,483 | - | 1,597,447 | |||||||||
Development bank credit lines | Pre-fixed / Selic / TJLP | 5.09% (6.16% on 12.31.18) | 0.3 | 264,545 | - | (223,077) | (7,005) | 11,053 | - | 45,516 | |||||||||
Debentures | CDI / IPCA | 7.90% | 6.2 | - | 742,250 | (15) | (16,372) | 29,897 | - | 755,760 | |||||||||
Export credit facility | CDI | 5.83% (9.02% on 12.31.18) | 8.7 | 1,625,327 | (22,403) | (31,700) | (108,845) | 149,986 | - | 1,612,365 | |||||||||
Special program asset restructuring | IGPM | 12.22% (12.45% on 12.31.18) | 0.2 | 273,426 | - | - | (8,554) | 19,436 | - | 284,308 | |||||||||
Fiscal incentives | Pre-fixed | 2.40% (2.40% on 12.31.18) | - | 3,317 | 70,203 | (67,805) | (570) | 575 | - | 5,720 | |||||||||
10,627,140 | 1,983,666 | (5,068,469) | (702,579) | 773,997 | - | 7,613,755 | |||||||||||||
Foreign currency | |||||||||||||||||||
Bonds | Pre-Fixed + e.r. USD and EUR | 4.36% (4.07% on 12.31.18) | 6.0 | 9,746,446 | 3,082,040 | (2,906,635) | (504,774) | 648,991 | 341,416 | 10,407,484 | |||||||||
- | |||||||||||||||||||
Export credit facility | LIBOR + e.r. USD | 5.54% (2.47% on 12.31.18) | 3.2 | 1,383,192 | - | (948,646) | (31,277) | 28,937 | (24,931) | 407,275 | |||||||||
- | |||||||||||||||||||
Advances for foreign exchange rate contracts | Pre-Fixed + e.r. USD | (4.67% on 12.31.18) | - | 214,192 | 92,750 | (327,469) | (10,249) | 12,831 | 17,945 | - | |||||||||
- | |||||||||||||||||||
Working capital | Pre-Fixed + e.r. TRY | 16.56% (21.91% on 12.31.18) | 1.1 | 194,474 | 240,702 | (229,919) | (41,974) | 42,237 | (13,755) | 191,765 | |||||||||
11,538,304 | 3,415,492 | (4,412,669) | (588,274) | 732,996 | 320,675 | 11,006,524 | |||||||||||||
22,165,444 | 5,399,158 | (9,481,138) | (1,290,853) | 1,506,993 | 320,675 | 18,620,279 | |||||||||||||
Current | 4,547,389 | 3,132,029 | |||||||||||||||||
Non-current | 17,618,055 | 15,488,250 |
(1) | Weighted average annual rate. |
(2) | Weighted average maturity in years. |
As of December 31, 2020 and December 31, 2019, the Company did not have any financial covenant clauses related to its loans and borrowings agreements.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 77 |
15.1. | Revolving credit facility |
With the purpose of maintaining a prudential and sustainable short-term liquidity position, continuing with the strategy of extending its average debt maturity and reducing the cost of debt, on December 27, 2019, the Company retained from Banco do Brasil a revolving credit facility up to the limit of R$1,500,000 for a period of three years. On October 28, 2020 the Company retained an additional revolving credit facility before Banco do Brasil, up to the limit of R$1,500,000, for the next three years. The referenced credit facilities can be withdrawn totally or partially, at the Company’s will, whenever necessary. As of December 31, 2020, the credit facilities were available, but unused.
15.2. | Issuance of Debentures |
On July 17, 2020, 2,200,000 (two million, two hundred thousand) Debentures were subscribed with a notional value of R$ 1,000.00 (one thousand Brazilian Reais), in a total amount of R$2,200,000 (two billion and two hundred million Brazilian Reais), in two series as shown in the table below. The Debentures are simple, not convertible into shares, unsecured and for private placement. The Debentures were privately placed with VERT Companhia Securitizadora, to back its forty-sixth issuance of Agribusiness Receivables Certificates, in two series, which were object of public distribution with restricted placement efforts.
Parent company and Consolidated | ||||||||||||
12.31.20 | ||||||||||||
Operation | Series | Issue date | Maturity | Rate | Notional | Updated Value | ||||||
Debenture - 2nd Issue | 1st Series | 07.14.20 | 07.14.27 | IPCA + 5.30% p.a. | 705,000 | 724,110 | ||||||
Debenture - 2nd Issue | 2nd Series | 07.14.20 | 07.12.30 | IPCA + 5.60% p.a. | 1,495,000 | 1,526,757 | ||||||
2,200,000 | 2,250,867 |
The issuance costs of R$75,275 are recognized on the statement of income over the term of the debt according to the effective interest rate method.
15.3. | Issuance of Senior Unsecured Notes |
BRF S.A. made international offerings of senior notes on September 21, 2020 in the amount equivalent to R$2,722,000 (USD500,000), at 98.247% of the principal amount, and on October 26, 2020 in the amount equivalent to R$1,689,840 (USD300,000), at 98.242% of the principal amount, under the same indenture. The notes are due on September 21, 2050 and the interests are paid semi-annually at the rate of 5.750% p.a. The Company incurred in issuance expenses of R$41,645 related to commissions and other costs, which, together with the R$86,869 of the issuance discount, are recognized on the statement of income over the term of the notes according to the effective interest rate method.
The Company used and will keep using the proceeds for general corporate purposes, which include the payment of the other loans.
15.4. | Tender Offer for Senior Notes |
The Company executed two tender offers between July 17 and July 24, 2020 and between September 21 and October 9, 2020 for the following senior notes: (i) (a) 5.875% Senior Notes due 2022, (b) 2.750% Senior Notes due 2022, (c) 3.950% Senior Notes due 2023 and (d) 4.750% Senior Notes due 2024 all issued by BRF; and (ii) 4.350% Senior Notes due 2026, issued by BRF GmbH and guaranteed by BRF. The repurchases reached the cap and were fully settled by September 28, 2020 and its results are shown in the table below:
Instrument | Currency | Maturity | Notional repurchased | Outstanding notional (1) | ||||||||
(loan currency) | (Reais) (2) | (loan currency) | (Reais) (3) | |||||||||
BRF S.A. - BRFSBZ 2 3/4 | EUR | June 3, 2022 | 158,109 | 977,194 | 166,672 | 1,063,017 | ||||||
BRF S.A. - BRFSBZ 5 7/8 (4) | USD | June 6, 2022 | 38,384 | 203,452 | 70,928 | 368,592 | ||||||
BRF S.A. - BRFSBZ 3.95 | USD | May 22, 2023 | 111,956 | 600,585 | 234,033 | 1,216,199 | ||||||
BRF S.A. - BRFSBZ 4 3/4 | USD | May 22, 2024 | 222,495 | 1,214,329 | 295,363 | 1,534,913 | ||||||
BRF GmbH - BRFSBZ 4.35 | USD | Sep 29, 2026 | 718 | 3,932 | 499,282 | 2,594,619 |
(1) | Outstanding notional after the tender offer. |
(2) | Represented by the amount in the original loan currency, translated by the foreign exchange rate at the settlement date of the repurchase. |
(3) | Represented by the amount in the original loan currency, translated by the foreign exchange rate at the settlement date 12.31.20. |
(4) | Loan fully designated as hedge accounting (note 24.4.2.ii). The exchange rate variation between the designation date and the settlement date of the repurchased portion will remain in Other Comprehensive Income until the realization of the highly probable sales (hedge object). |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 78 |
The Company paid the amount equivalent to R$3,160,274 for the repurchase of these liabilities, which includes notional, interest, premium and taxes. The Company incurred in financial expenses with the repurchases in the amount of R$112,206 with the premium paid, R$19,675 with taxes and R$16,900 with the write-off of the costs of issuance.
15.5. | Prepayment of Credit Facilities |
Additionally to the tender offer described above, during the second semester of 2020, the Company prepaid certain bilateral credit facilities in Brazil with original maturity between September 2020 and May 2022, in the aggregated notional, interest and premium amount of R$4,895,300, being R$2,094,555 related to the facilities described in note 1.4. The Company incurred in financial expenses with the prepayments in the amount of R$22,347 related to premium and write-off of the costs of issuance.
The transactions described in the items above, are adherent to the Company’s capital structure management strategy, which includes, among other aspects, the sustaining of liquidity, the lengthening of the average tenor of its indebtedness and the diversification of its sources of financing.
15.6. | Loans and borrowings maturity schedule |
The maturity schedule of the loans and borrowings is as follows:
Parent company | Consolidated | ||
12.31.20 | 12.31.20 | ||
Current | 811,919 | 1,059,984 | |
Non-current | 18,498,335 | 21,344,442 | |
2022 | 1,863,809 | 2,114,622 | |
2023 | 2,546,428 | 2,569,063 | |
2024 | 1,782,687 | 1,782,687 | |
2025 | 599,266 | 599,266 | |
2026 onwards | 11,706,145 | 14,278,804 | |
19,310,254 | 22,404,426 |
15.7. | Guarantees |
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Total loans and borrowings | 19,310,254 | 16,429,004 | 22,404,426 | 18,620,279 | |||
Mortgage guarantees | 44,816 | 51,237 | 44,816 | 51,237 | |||
Related to FINEM-BNDES | - | 45,516 | - | 45,516 | |||
Related to tax incentives and other | 44,816 | 5,721 | 44,816 | 5,721 |
On December 31, 2020, the amount of bank guarantees contracted by the Company was of R$590,933 (R$666,335 as of December 31, 2019) which were offered mainly in litigations involving the Company’s use of tax credits. These guarantees have an average cost of 1.95% p.a. (1.77% p.a. as of December 31, 2019).
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 79 |
16. | TRADE ACCOUNTS PAYABLE |
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Domestic suppliers | |||||||
Third parties | 7,596,325 | 4,921,902 | 7,611,170 | 4,930,424 | |||
Related parties | 13,100 | 6,392 | - | - | |||
7,609,425 | 4,928,294 | 7,611,170 | 4,930,424 | ||||
Foreign suppliers | |||||||
Third parties | 648,960 | 404,068 | 1,487,206 | 915,611 | |||
648,960 | 404,068 | 1,487,206 | 915,611 | ||||
(-) Adjustment to present value | (88,373) | (49,253) | (88,389) | (49,269) | |||
8,170,012 | 5,283,109 | 9,009,987 | 5,796,766 | ||||
Current | 8,156,231 | 5,270,762 | 8,996,206 | 5,784,419 | |||
Non-current | 13,781 | 12,347 | 13,781 | 12,347 |
Within the trade accounts payable balance as of December 31, 2020, R$2,510,757 in the parent company and R$2,576,071 in the consolidated (R$1,434,152 in the parent company and R$1,435,025 in the consolidated as of December 31, 2019) correspond to supply chain finance transactions in which there were no changes in the payment terms and prices negotiated with the suppliers.
17. | SUPPLY CHAIN FINANCE |
Parent company and Consolidated | ||||
12.31.20 | 12.31.19 | |||
Supply chain finance - Domestic suppliers | 1,309,167 | 671,869 | ||
Supply chain finance - Foreign suppliers | 165,060 | 182,126 | ||
1,474,227 | 853,995 | |||
(-) Adjustment to present value | (21,590) | (11,958) | ||
1,452,637 | 842,037 |
The Company has agreements with several financial institutions that allow the suppliers to anticipate their receivables. The suppliers may 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, without identifiable changes in other commercial conditions. These operations are presented in the cash flows of operating activities.
On December 31, 2020, the discount rates applied to the supply chain finance transactions agreed between our suppliers and the financial institutions in the domestic market were set between 0.38% and 0.47% p.m. (0.38% to 0.67% p.m. on December 31, 2019).
On December 31, 2020, 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 0.18% and 0.40% p.m. (0.32% to 0.46% p.m. on December 31, 2019).
18. | LEASES |
The Company is lessee in several lease agreements for forest lands, offices, distribution centers, outgrowers, vehicles, among others. Some contracts have a renewal option for an additional period at the end of the agreement, established by contractual amendments. Automatic renewals or renewals for undetermined periods are not allowed.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 80 |
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.
18.1. | Right-of-use assets |
The right-of-use assets as set forth below are part of the balances of property, plant and equipment and intangible assets (notes 13 and 14).
Parent company | |||||||||||
Average rate (1) | 12.31.19 | Additions | Disposals | Transfers | 12.31.20 | ||||||
Cost | |||||||||||
Land | 20,499 | 4,732 | (390) | 20,751 | 45,592 | ||||||
Buildings | 2,446,641 | 226,398 | (28,008) | (2,487) | 2,642,544 | ||||||
Machinery and equipment | 114,571 | 5,518 | (7,894) | - | 112,195 | ||||||
Vehicles | 112,917 | 97,535 | (8,528) | - | 201,924 | ||||||
Software | 55,705 | 72,766 | (35,625) | (18,264) | 74,582 | ||||||
2,750,333 | 406,949 | (80,445) | - | 3,076,837 | |||||||
Depreciation | |||||||||||
Land | 15.97% | (4,258) | (6,560) | 241 | (1,799) | (12,376) | |||||
Buildings | 28.28% | (459,122) | (408,625) | 26,496 | (6,765) | (848,016) | |||||
Machinery and equipment | 42.53% | (96,684) | (17,634) | 7,229 | - | (107,089) | |||||
Vehicles | 27.62% | (18,550) | (40,431) | 1,406 | - | (57,575) | |||||
Software | 45.21% | (44,815) | (32,422) | 35,625 | 8,564 | (33,048) | |||||
(623,429) | (505,672) | 70,997 | - | (1,058,104) | |||||||
2,126,904 | (98,723) | (9,448) | - | 2,018,733 |
(1) | Weighted average annual rate. |
Parent company | |||||||||||||
Average rate (1) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Transfers | 12.31.19 | |||||||
Cost | |||||||||||||
Land | - | 21,120 | - | (421) | (200) | 20,499 | |||||||
Buildings | 214,171 | 2,128,038 | 202,867 | (119,541) | 21,106 | 2,446,641 | |||||||
Machinery and equipment | 129,589 | 458 | 4,110 | (13,171) | (6,415) | 114,571 | |||||||
Facilities | 14,492 | - | - | - | (14,492) | - | |||||||
Vehicles | - | 7,669 | 112,868 | (7,620) | - | 112,917 | |||||||
Software | 68,424 | 61 | (6,998) | (50,160) | 44,378 | 55,705 | |||||||
426,676 | 2,157,346 | 312,847 | (190,913) | 44,377 | 2,750,333 | ||||||||
Depreciation | |||||||||||||
Land | 20.77% | - | - | (4,285) | 27 | - | (4,258) | ||||||
Buildings | 16.88% | (74,527) | - | (376,530) | 1,948 | (10,013) | (459,122) | ||||||
Machinery and equipment | 36.28% | (75,422) | - | (39,052) | 9,502 | 8,288 | (96,684) | ||||||
Facilities | - | (1,725) | - | - | - | 1,725 | - | ||||||
Vehicles | 28.62% | - | - | (19,801) | 1,251 | - | (18,550) | ||||||
Software | 67.81% | (57,486) | - | (37,489) | 50,160 | - | (44,815) | ||||||
(209,160) | - | (477,157) | 62,888 | - | (623,429) | ||||||||
217,516 | 2,157,346 | (164,310) | (128,025) | 44,377 | 2,126,904 |
(1) | Weighted average annual rate. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 81 |
Consolidated | |||||||||||||
Average rate (1) | 12.31.19 | Additions | Disposals | Transfers | Exchange rate variation | 12.31.20 | |||||||
Cost | |||||||||||||
Land | 22,790 | 5,900 | (961) | 20,751 | 181 | 48,661 | |||||||
Buildings | 2,615,883 | 287,451 | (86,557) | (2,487) | 47,626 | 2,861,916 | |||||||
Machinery and equipment | 115,173 | 5,518 | (8,289) | - | 191 | 112,593 | |||||||
Vehicles | 207,443 | 165,699 | (54,260) | - | 26,036 | 344,918 | |||||||
Software | 55,705 | 72,766 | (35,625) | (18,264) | - | 74,582 | |||||||
3,016,994 | 537,334 | (185,692) | - | 74,034 | 3,442,670 | ||||||||
Depreciation | |||||||||||||
Land | 16.32% | (5,086) | (6,861) | 813 | (1,799) | (593) | (13,526) | ||||||
Buildings | 29.11% | (512,836) | (464,159) | 85,042 | (6,765) | (16,098) | (914,816) | ||||||
Machinery and equipment | 42.48% | (96,958) | (17,865) | 7,610 | - | (103) | (107,316) | ||||||
Vehicles | 26.39% | (57,357) | (71,768) | 41,024 | - | (13,394) | (101,495) | ||||||
Software | 45.21% | (44,815) | (32,422) | 35,625 | 8,564 | - | (33,048) | ||||||
(717,052) | (593,075) | 170,114 | - | (30,188) | (1,170,201) | ||||||||
2,299,942 | (55,741) | (15,578) | - | 43,846 | 2,272,469 |
(1) | Weighted average annual rate. |
Consolidated | |||||||||||||||
Average rate (1) | 12.31.18 | Initial adoption IFRS 16 | Additions | Disposals | Exchange rate variation | Transfers | 12.31.19 | ||||||||
Cost | |||||||||||||||
Land | - | 23,453 | - | (421) | (42) | (200) | 22,790 | ||||||||
Buildings | 214,171 | 2,278,982 | 216,514 | (119,540) | 4,650 | 21,106 | 2,615,883 | ||||||||
Machinery and equipment | 129,589 | 1,182 | 4,110 | (13,321) | 28 | (6,415) | 115,173 | ||||||||
Facilities | 14,492 | - | - | - | - | (14,492) | - | ||||||||
Vehicles | - | 94,065 | 119,422 | (8,751) | 2,707 | - | 207,443 | ||||||||
Software | 68,424 | 61 | (6,998) | (50,160) | - | 44,378 | 55,705 | ||||||||
426,676 | 2,397,743 | 333,048 | (192,193) | 7,343 | 44,377 | 3,016,994 | |||||||||
Depreciation | |||||||||||||||
Land | 22.31% | - | - | (5,134) | 27 | 21 | - | (5,086) | |||||||
Buildings | 17.79% | (74,527) | - | (429,600) | 1,948 | (644) | (10,013) | (512,836) | |||||||
Machinery and equipment | 36.32% | (75,422) | - | (39,361) | 9,545 | (8) | 8,288 | (96,958) | |||||||
Facilities | - | (1,725) | - | - | - | - | 1,725 | - | |||||||
Vehicles | 34.32% | - | - | (58,325) | 1,502 | (534) | - | (57,357) | |||||||
Software | 67.81% | (57,486) | - | (37,489) | 50,160 | - | - | (44,815) | |||||||
(209,160) | - | (569,909) | 63,182 | (1,165) | - | (717,052) | |||||||||
217,516 | 2,397,743 | (236,861) | (129,011) | 6,178 | 44,377 | 2,299,942 |
(1) | Weighted average annual rate. |
18.2. | Lease liabilities |
Parent company | |||||||||||||||||
WAM (1) | 12.31.19 | Additions | Payments | Interest paid | Interest accrued | Disposals | Transfers | 12.31.20 | |||||||||
Land | 6.6 | 18,707 | 4,732 | (5,279) | (4,165) | 4,166 | (1,729) | 19,502 | 35,934 | ||||||||
Buildings | 7.6 | 2,106,997 | 249,152 | (374,390) | (87,864) | 159,200 | (761) | (18,929) | 2,033,405 | ||||||||
Machinery and equipment | 2.0 | 25,349 | 5,518 | (26,544) | (13,268) | 13,268 | (740) | 8 | 3,591 | ||||||||
Vehicles | 2.8 | 100,362 | 97,535 | (37,078) | (10,614) | 10,614 | (7,684) | (581) | 152,554 | ||||||||
Software | 1.6 | 1,137 | 72,767 | (30,693) | (3,967) | 3,966 | - | - | 43,210 | ||||||||
2,252,552 | 429,704 | (473,984) | (119,878) | 191,214 | (10,914) | - | 2,268,694 | ||||||||||
�� | |||||||||||||||||
Current | 313,058 | 302,946 | |||||||||||||||
Non-current | 1,939,494 | 1,965,748 |
(1) | Weighted average maturity in years. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 82 |
Parent company | |||||||||||||||||
WAMT (1) | 12.31.18 | Initial adoption IFRS 16 | Additions | Payments | Interest paid | Interest accrued | Disposals | 12.31.19 | |||||||||
Land | 4.8 | - | 21,120 | - | (4,138) | (18) | 2,163 | (420) | 18,707 | ||||||||
Buildings | 7.4 | 167,012 | 2,128,038 | 202,867 | (361,536) | (75,887) | 157,113 | (111,134) | 2,106,473 | ||||||||
Machinery and equipment | 0.9 | 66,534 | 458 | 4,110 | (41,919) | (17,722) | 17,723 | (3,835) | 25,349 | ||||||||
Vehicles | 3.0 | - | 7,669 | 112,868 | (13,638) | (5,328) | 5,327 | (6,536) | 100,362 | ||||||||
Software | 1.3 | 8,263 | 61 | 37,379 | (44,566) | (85) | 85 | - | 1,137 | ||||||||
241,809 | 2,157,346 | 357,224 | (465,797) | (99,040) | 182,411 | (121,925) | 2,252,028 | ||||||||||
Current | 75,293 | 312,639 | |||||||||||||||
Non-current | 166,516 | 1,939,389 |
(1) | Weighted average maturity in years. |
Consolidated | |||||||||||||||||||
WAM (1) | 12.31.19 | Additions | Payments | Interest paid | Interest accrued | Disposals | Transfers | Exchange rate variation | 12.31.20 | ||||||||||
Land | 4.7 | 20,355 | 5,900 | (5,819) | (4,716) | 4,716 | (1,729) | 18,811 | 350 | 37,868 | |||||||||
Buildings | 3.4 | 2,227,026 | 310,204 | (425,594) | (99,426) | 170,763 | (762) | (18,238) | 31,434 | 2,195,407 | |||||||||
Machinery and equipment | 1.8 | 25,687 | 5,518 | (26,776) | (13,285) | 13,285 | (755) | 8 | 91 | 3,773 | |||||||||
Vehicles | 2.2 | 156,975 | 165,699 | (64,674) | (15,231) | 15,231 | (14,155) | (581) | 13,159 | 256,423 | |||||||||
Software | 1.6 | 1,137 | 72,767 | (30,693) | (3,967) | 3,966 | - | - | - | 43,210 | |||||||||
2,431,180 | 560,088 | (553,556) | (136,625) | 207,961 | (17,401) | - | 45,034 | 2,536,681 | |||||||||||
Current | 376,628 | 383,162 | |||||||||||||||||
Non-current | 2,054,552 | 2,153,519 |
(1) | Weighted average maturity in years. |
Consolidated | |||||||||||||||||||
WAMT (1) | 12.31.18 | Initial adoption IFRS 16 | Additions | Payments | Interest paid | Interest accrued | Disposals | Exchange rate variation | 12.31.19 | ||||||||||
Land | 5.5 | - | 17,166 | 6,287 | (4,505) | (762) | 2,909 | (421) | (319) | 20,355 | |||||||||
Buildings | 4.3 | 167,012 | 2,278,982 | 216,514 | (410,466) | (85,940) | 167,689 | (111,134) | 4,369 | 2,227,026 | |||||||||
Machinery and equipment | 1.3 | 66,534 | 1,182 | 4,110 | (42,216) | (17,756) | 17,757 | (3,898) | (26) | 25,687 | |||||||||
Vehicles | 2.0 | - | 94,065 | 119,422 | (51,263) | (11,359) | 11,359 | (7,438) | 2,189 | 156,975 | |||||||||
Software | 1.3 | 8,263 | 61 | 37,379 | (44,567) | (85) | 86 | - | - | 1,137 | |||||||||
241,809 | 2,391,456 | 383,712 | (553,017) | (115,902) | 199,800 | (122,891) | 6,213 | 2,431,180 | |||||||||||
Current | 75,293 | 376,628 | |||||||||||||||||
Non-current | 166,516 | 2,054,552 |
(1) | Weighted average maturity in years. |
18.3. | Lease liabilities maturity schedule |
The maturity schedule of the minimum required future payments are presented below:
Parent company | Consolidated | ||
12.31.20 | 12.31.20 | ||
Current | 302,946 | 383,162 | |
Non-current | 1,965,748 | 2,153,519 | |
2022 | 414,208 | 475,563 | |
2023 | 322,251 | 367,486 | |
2024 | 267,301 | 289,775 | |
2025 | 191,838 | 203,854 | |
2026 onwards | 770,150 | 816,841 | |
2,268,694 | 2,536,681 |
18.4. | Incremental borrowing rate |
The Company uses nominal incremental borrowing rates to measure its lease liabilities. The nominal and real interest rates are presented below:
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 83 |
12.31.20 | 12.31.19 | |||||||
Contract Terms | Nominal rate % p.a. | Real rate % p.a. | Nominal rate % p.a. | Real rate % p.a. | ||||
1 year | 5.69% | 1.05% | 8.46% | 4.97% | ||||
2 years | 5.96% | 2.61% | 9.49% | 5.37% | ||||
3 years | 6.80% | 2.53% | 10.60% | 6.28% | ||||
4 years | 8.50% | 4.56% | 11.43% | 7.01% | ||||
5 years | 8.98% | 4.40% | 11.84% | 7.28% | ||||
6 years | - | - | 12.13% | 7.48% | ||||
8 years | 10.47% | 5.71% | 12.43% | 7.67% | ||||
9 years | 10.75% | 5.97% | 12.51% | 7.78% | ||||
10 years | 11.39% | 6.64% | 12.61% | 7.84% | ||||
11 years | - | - | 12.68% | 7.86% | ||||
13 years | 11.68% | 7.38% | 12.81% | 7.93% | ||||
14 years | 11.84% | 7.13% | 12.86% | 7.96% | ||||
15 years | - | - | 12.90% | 7.97% | ||||
18 years | - | - | 13.01% | 8.03% | ||||
20 years | 13.26% | 9.00% | 13.12% | 8.12% |
The nominal rates presented above as of December 31, 2020 refer to the incremental borrowing rates used in contracts recognized during the year ended on December 31, 2020 and the rates as of December 31, 2019 refer to the rates used in contracts recognized during the year ended on December 31, 2019.
18.5. | Amounts recognized in the statement of income |
The amounts directly recognized in the statement of income presented below relate to items exempt of recognition: low-value assets, short-term leases and leases with variable payments.
Parent Company | Consolidated | |||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | |||||
Variable payments not included in the lease liabilities | 48,424 | 19,454 | 300,949 | 222,096 | ||||
Expenses related to short-term leases | 51,349 | 149,651 | 162,313 | 226,010 | ||||
Expenses related to low-value assets | 2,946 | 4,154 | 3,531 | 4,890 | ||||
102,719 | 173,259 | 466,793 | 452,996 |
18.6. | Sale-and-leaseback transactions |
During the year ended on December 31, 2020 four sale-and-leaseback transactions of grain warehouses were concluded. These warehouses are located in: (i) Campo Erê – Santa Catarina, (ii) Pato Branco, (iii) Medianeira, and (iv) Paranaguá both in the state of Paraná; which were analyzed within of IFRS 16 premises. The right-of-use assets and lease liabilities of each contract were recognized and are presented in the additions of the Buildings class, with the following amounts: right-of-use asset of R$13,473 and lease liability of R$36,245. A gain was recognized under Other operating income in the amount of R$23,849.
19. | SHARE-BASED PAYMENT |
The Company grants to its eligible employees, stock options and restricted stocks, ruled by plans approved at the General Shareholder’s Meeting, with the purpose of: (i) stimulating the expansion, success and achievement of the Company’s social objectives; (ii) aligning the interests of the Company’s shareholders with those of the eligible employees; and (iii) enabling the Company and its subsidiaries to attract and retain the employees. On April 27, 2020, the General Shareholder’s meeting approved changes to the plans, increasing the limit of grants from 0.5% to 2.5% of the common, registered, book-entry shares with no par value, representative of the Company’s total capital stock.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 84 |
19.1. | Stock options |
The quantity of granted options is determined by the Board of Directors annually, and the exercise price is equivalent to the average closing price of the share in B3 at the last twenty trading sessions, prior to the grant date. The exercise price is adjusted monthly by the variation of the Extended Consumer Price Index (“IPCA”) between the grant date and the month prior to the notification of the exercise by the beneficiary.
The vesting period, when the employee cannot exercise the option is from 1 to 4 years. The beneficiary acquires the right to exercise the option in each year, proportionally to the vesting period.
The breakdown of the outstanding granted stock options is set forth as follows:
Date | Quantity | Grant (1) | Strike price (1) | |||||||||||
Grant date | Beggining of exercise | End of the exercise | Options granted | Outstanding options | Fair value of the option | Granting date | Updated IPCA | |||||||
04.26.16 | 04.30.17 | 04.30.21 | 8,724,733 | 1,275,000 | 9.21 | 56.00 | 69.61 | |||||||
05.31.16 | 05.31.17 | 05.31.21 | 3,351,220 | 1,145,330 | 10.97 | 46.68 | 57.58 | |||||||
12,075,953 | 2,420,330 |
(1) | Amounts expressed in Brazilian Reais. |
The weighted average exercise price of the outstanding options conditioned to services is R$63.92 (sixty-three Brazilian Reais and ninety-two cents) (R$60.96 as of December 31, 2019), and the weighted average remaining vesting term is 5 months (17 months as of December 31, 2019).
19.2. | Restricted stocks |
Annually, or whenever it deems appropriate, the Board of Directors approves the grant of restricted stocks, electing the beneficiaries in favor of which the Company will transfer the restricted stocks, establishing the terms, quantities and conditions of acquisition of rights related to restricted stocks.
The vesting is conditional to the: (i) continuity of the employment relationship with the Company for three years after the grant date; (ii) achievement of a minimum shareholder return defined by the Board of Directors in the granting agreements and measured at the end of the vesting period; or (iii) any other conditions determined by the Board of Directors in each grant.
Date | Quantity | Grant (1) | ||||||
Grant | Vesting date | Shares granted | Outstanding shares | Fair value of the shares | ||||
10.01.18 | 10.01.21 | 2,311,394 | 876,120 | 21.44 | ||||
07.01.19 | 07.01.22 | 1,815,649 | 1,071,515 | 30.61 | ||||
09.16.19 | 10.01.22 | 68,605 | 45,736 | 30.61 | ||||
06.01.20 | 06.01.23 | 3,571,736 | 3,459,647 | 21.28 | ||||
7,767,384 | 5,453,018 |
(1) | Amounts expressed in Brazilian Reais. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 85 |
19.3. | Rollforward of the stock options and restricted stock plans |
The rollforward of the granted options and shares for the year ended on December 31, 2020, is presented as follows:
Consolidated | ||
Outstanding options/stocks as of December 31, 2019 | 5,820,274 | |
Granted | ||
Restricted stocks - June 2020 | 3,571,736 | |
Restricted stocks - April 2020 | 359,293 | |
Exercised / Delivered: | ||
Restricted stocks – grant of April, 2020 | (260,487) | |
Restricted stocks – grant of September, 2019 | (16,580) | |
Restricted stocks – grant of June, 2019 | (140,945) | |
Restricted stocks – grant of October, 2018 | (267,475) | |
Restricted stocks – grant of June, 2018 | (97,875) | |
Forfeiture (1) : | ||
Restricted stocks – grant of June, 2020 | (112,089) | |
Restricted stocks - grant of April, 2020 | (98,806) | |
Restricted stocks - grant of July, 2019 | (440,302) | |
Restricted stocks - grant of June, 2019 | (125,363) | |
Restricted stocks - grant of October, 2018 | (244,863) | |
Stock options - grant of April, 2016 | (73,170) | |
Outstanding options/stocks as of December 31, 2020 | 7,873,348 |
(1) | The forfeitures are related to the resignation of eligible executive before the end of the vesting period. |
The Company has recorded under shareholders’ equity, the fair value of share-based compensation plans in the amount of R$223,191 (R$223,011 as of December 31, 2019) and under non-current liabilities, the amount of R$21,521 (R$11,761 as of December 31, 2019). In the statement of income for the year ended on December 31, 2020 the amount recognized as expense was R$45,219 (R$38,424 as of December 31, 2019).
19.4. | Fair value measurement |
The weighted average fair value of the outstanding options as of December 31, 2020 was R$4.84 (four Brazilian Reais and eighty-four cents) (R$10.03 as of December 31, 2019). The fair value of the stock options is measured at the grant date using the Black-Scholes pricing model, based on the following assumptions:
Assumptions | Value | Description | ||
Expected period | Exercise in the 1st year - 3.5 years Exercise in the 2nd year - 4.0 years Exercise in the 3rd year - 4.5 years Exercise in the 4th year - 5.0 years | The beneficiaries will execise their options at the limit of the exercise period. | ||
Risk-free interest rate | 6.29% p.a. | National Treasury Bond (“NTN-B”) available on the date of calculation and with maturity equivalent to the terms of the option. | ||
Volatility | 27.08% | Took into account the weighting of the trading history of the Company's shares. | ||
Expected dividends | 2.40% | Is based on the average payment of dividends per share in relation to the market value of the shares for the past four years. | ||
Expected inflation rate | 3.37% p.a. | Is based on estimated IPCA by Central Bank of Brazil, considering the remaining average terms of the option. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 86 |
20. | EMPLOYEES BENEFITS PLANS |
20.1. | Supplementary pension plans |
The Company is the sponsor of the following pension plans for its employees and executives: i) Plan II – Variable Contribution with Defined Benefit option – closed for admissions; ii) Plan III – Defined Contribution – open for admissions; and iii) FAF Plan – Defined Benefit - closed for admissions.
These plans are managed by BRF Previdência, a closed supplementary pension entity, of non-economic and non-profit nature, and through its Deliberative Board, is responsible for defining pension objectives and policies, as well as establishing fundamental guidelines aa well as organization, operation and management rules. The Deliberative Board is composed of representatives from the sponsor and participants, in the proportion of 2/3 and 1/3 respectively.
20.1.1. | Defined benefit plans |
The Plan II is a variable contribution plan structured as defined contribution during the accumulation of mathematic provisions and at the benefit grant date the beneficiary may choose to convert the accumulated balance in a lifetime monthly income (defined benefit). The main related actuarial risks are (i) survival rates above the mortality tables and (ii) actual return on equity below the actual discount rate.
The FAF (Fundação Attílio Francisco Xavier Fontana) Plan aims to complement the benefit paid by the Brazilian Social Security (“INSS – Instituto Nacional de Seguridade Social”). The benefit is calculated based on the income of the participant and the amounts vary according to the type of the retirement, the length of the service and other criteria defined by the plan. The main actuarial risks related are: (i) survival rates above the mortality tables, (ii) turnover lower than expected, (iii) salary growth higher than expected, (iv) actual return on equity below the actual discount rate, (v) changes to the rules of social security, and (vi) actual family composition of the retired employee or executive different than the established assumption.
The actuarial calculations of the plans managed by BRF Previdência are prepared annually by independent specialists and reviewed by Management, according to the rules in force.
In the case of a deficit in the plans results, the sponsor, the participants and the beneficiaries, must support the plan according to the proportion of their contributions.
The economic benefit presented as an asset considers only the portion of the surplus that is actually recoverable. The recovery of the surplus on the plans is through reductions in future contributions.
20.1.2. | Defined contribution plan |
The Plan III is a defined contribution plan, in which the contributions are known and the benefit depends directly on the contributions made by participants and sponsors, on the contribution time and on the returns obtained through the investment of the contributions. The contributions made by the Company in the year ended on December 31, 2020 amounted R$21,706 (R$21,100 for the year ended on December 31, 2019). On December 31, 2020, the plan had 39,064 (thirty-nine thousand and sixty-four) participants (37,637 participants as of December 31, 2019).
When the participants of the plans II and III terminate the employment relationship with the sponsor, the unused balance of the contributions made by the sponsor forms a surplus fund that may be used to compensate future contributions of the sponsor.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 87 |
20.1.3. | Rollforward of defined benefit and variable contribution |
The assets and actuarial liabilities, as well as the movement of the related rights and obligations are presented below:
Consolidated | |||||||
FAF | Plan II | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Composition of actuarial assets and liabilities | |||||||
Present value of actuarial liabilities | 3,377,234 | 3,412,120 | 23,256 | 19,550 | |||
Fair value of assets | (3,553,215) | (3,771,792) | (24,170) | (29,580) | |||
(Surplus) Deficit | (175,981) | (359,672) | (914) | (10,030) | |||
Irrecoverable surplus - (asset ceiling) | 175,981 | 359,672 | 167 | 6,777 | |||
Net actuarial (assets) liabilities | - | - | (747) | (3,253) | |||
Rollforward of irrecoverable surplus | |||||||
Beginning balance of irrecoverable surplus | 359,672 | 695,367 | 6,777 | 8,502 | |||
Interest on irrecoverable surplus | 26,184 | 64,113 | 476 | 782 | |||
Changes in irrecoverable surplus during the year | (209,875) | (399,808) | (7,086) | (2,507) | |||
Ending balance of irrecoverable surplus | 175,981 | 359,672 | 167 | 6,777 | |||
Rollforward of present value of actuarial liabilities | |||||||
Beginning balance of the present value of liabilities | 3,412,120 | 2,498,564 | 19,550 | 17,447 | |||
Interest on actuarial obligations | 242,746 | 223,848 | 1,324 | 1,544 | |||
Current service cost | 42,106 | 28,172 | - | - | |||
Past service cost - plan changes | (4,223) | - | - | - | |||
Benefit paid | (154,096) | (142,390) | (1,612) | (1,353) | |||
Actuarial losses - experience | 148,984 | 85,002 | 5,273 | (1,176) | |||
Actuarial losses - hypothesis | (310,403) | 718,924 | (1,279) | 3,088 | |||
Ending balance of actuarial liabilities | 3,377,234 | 3,412,120 | 23,256 | 19,550 | |||
Rollforward of the fair value of the assets | |||||||
Beginning balance of the fair value of plan assets | (3,771,792) | (3,193,931) | (29,580) | (27,819) | |||
Interest income on assets plan | (268,930) | (287,961) | (2,028) | (2,497) | |||
Benefit paid | 154,096 | 142,390 | 1,612 | 1,353 | |||
Return on assets higher (lower) than projection | 333,411 | (432,290) | 5,826 | (617) | |||
Ending Balance of the fair value of the assets | (3,553,215) | (3,771,792) | (24,170) | (29,580) | |||
Rollforward of comprehensive income | |||||||
Beginning balance | 28,172 | 27,972 | 1,213 | (567) | |||
Reversion to accumulated losses | (28,172) | (27,972) | (1,213) | 567 | |||
Actuarial gains (losses) | 161,419 | (803,925) | (3,994) | (1,911) | |||
Return on assets higher (lower) than projection | (333,411) | 432,289 | (5,826) | 617 | |||
Changes on irrecoverable surplus | 209,875 | 399,808 | 7,086 | 2,507 | |||
Ending balance of comprehensive income | 37,883 | 28,172 | (2,734) | 1,213 | |||
Costs recognized in statement of income | |||||||
Current service costs | (42,106) | (28,172) | - | - | |||
Interest on actuarial obligations | (242,746) | (223,848) | (1,324) | (1,544) | |||
Projected return on assets | 268,930 | 287,961 | 2,028 | 2,497 | |||
Interest on irrecoverable surplus | (26,184) | (64,113) | (476) | (782) | |||
Past service cost - plan changes | 4,223 | - | - | - | |||
Costs recognized in statement of income | (37,883) | (28,172) | 228 | 171 | |||
Estimated costs for the next year | |||||||
Costs of defined benefit | (26,741) | (42,106) | 54 | 228 | |||
Estimated costs for the next year | (26,741) | (42,106) | 54 | 228 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 88 |
20.1.4. | Actuarial assumptions and demographic data |
The main actuarial assumptions and demographic data used in the actuarial calculations are presented below:
Consolidated | |||||||
FAF | Plan II | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Actuarial assumptions | |||||||
Economic hypothesis | |||||||
Discount rate | 7.49% | 7.28% | 7.25% | 7.02% | |||
Inflation rate | 3.25% | 3.80% | 3.25% | 3.80% | |||
Wage growth rate | 3.49% | 4.47% | N/A | N/A | |||
Demographic hypothesis | |||||||
Schedule of mortality | AT-2000 smoothed by 10% | AT-2000 | AT-2000 smoothed by 10% | AT-2000 | |||
Schedule of disabled mortality | CSO-58 | RRB-1983 | CSO-58 | RRB-1983 | |||
Demographic data | |||||||
Number of active participants | 6,495 | 6,796 | - | - | |||
Number of beneficiary participants assisted | 7,206 | 6,834 | 51 | 51 |
20.1.5. | The composition of the investment portfolios |
The composition of the investment portfolios is presented below:
FAF | Plan II | |||||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | |||||||||||||
Composition of the fund's portfolio | ||||||||||||||||
Fixed income | 2,330,909 | 65.6% | 2,542,188 | 67.4% | 22,382 | 92.6% | 28,396 | 96.0% | ||||||||
Variable income | 579,174 | 16.3% | 524,279 | 13.9% | 870 | 3.6% | 444 | 1.5% | ||||||||
Real estate | 358,875 | 10.1% | 369,636 | 9.8% | - | - | - | - | ||||||||
Structured investments | 262,938 | 7.4% | 313,059 | 8.3% | 918 | 3.8% | 740 | 2.5% | ||||||||
Transactions with participants | 21,319 | 0.6% | 22,630 | 0.6% | - | - | - | - | ||||||||
3,553,215 | 100.0% | 3,771,792 | 100.0% | 24,170 | 100.0% | 29,580 | 100.0% | |||||||||
% of nominal return on assets | 7.49% | 9.36% | 7.25% | 7.50% |
20.1.6. | Expected benefit payments and average term of payments |
The following amounts represent the expected benefit payments for future periods and the average duration of the plan’s obligations:
FAF | Plan II | ||
2021 | 183,771 | 1,617 | |
2022 | 194,992 | 1,658 | |
2023 | 204,958 | 1,700 | |
2024 | 211,397 | 1,740 | |
2025 | 218,510 | 1,778 | |
2026 to 2030 | 1,219,130 | 9,380 | |
Weighted average duration - in years | 13.50 | 9.78 |
20.1.7. | Sensitivity analysis of the defined benefit plan - FAF |
The quantitative sensitivity analysis regarding the relevant assumptions of defined benefit plan – FAF on December 31, 2020 is presented below:
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 89 |
Assumptions utilized | Variation of (+1%) | Variation of (-1%) | ||||||||
Relevant assumptions | Average rate | Actuarial liabilities | Average rate | Actuarial liabilities | ||||||
Benefit plan - FAF | ||||||||||
Discount rate | 7.49% | 8.49% | 2,992,764 | 6.49% | 3,852,966 | |||||
Wage growth rate | 3.49% | 4.49% | 3,451,715 | 2.49% | 3,314,607 |
20.2. | Employee benefits: description and characteristics of benefits and associated risks |
Parent company | Consolidated | ||||||
Liabilities | Liabilities | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Medical assistance | 185,802 | 187,274 | 185,802 | 187,274 | |||
F.G.T.S. Penalty (1) | 282,229 | 247,485 | 282,229 | 247,485 | |||
Award for length of service | 108,908 | 103,284 | 108,908 | 103,284 | |||
Other | 59,854 | 56,744 | 199,616 | 151,431 | |||
636,793 | 594,787 | 776,555 | 689,474 | ||||
Current | 114,938 | 87,996 | 125,230 | 95,919 | |||
Non-current | 521,855 | 506,791 | 651,325 | 593,555 |
(1) | FGTS – Government Severance Indemnity Fund for Employees |
The Company has the policy to offer the following post-employment and other employee benefits plans in addition to the pension plans, which are measured by actuarial calculation and recognized in the financial statement:
20.2.1. | Medical plan |
The Company offers a medical plan with fixed contribution to the retired employees according to the Law No. 9,656/98.
It is ensured to the retired employee that has contributed to the health plan during the employment relationship for at least 10 years, the right of maintenance as beneficiary, on the same conditions of coverage existing when the employment contract was in force. The main related actuarial risks are (i) survival rates above the mortality tables, (ii) turnover lower than expected and (iii) medical costs growth higher than expected.
20.2.2. | F.G.T.S. penalty by dismissal on retirement |
As settled by the Regional Labor Court (“TRT”) on April 20, 2007, retirement does not affect the employment contract between the Company and its employees. However, when the employee is retired through INSS and is dismissed from the Company, the Company has the practice to terminate their employment contracts, granting the payment of the benefit equivalent to the 40% penalty on the F.G.T.S. balance. The main related actuarial risks are: (i) survival rates above the mortality tables, (ii) turnover lower than expected and (iii) salary growth higher than expected.
20.2.3. | Award for length of service |
The Company has the policy to reward active employees that attain at least 10 years of services rendered and subsequently every 5 years, with an additional remuneration. The main related actuarial risks rare (i) survival rates above the mortality tables, (ii) turnover lower than expected and (iii) salary growth higher than expected.
20.2.4. | Other – Parent company |
i. | Retirement compensation |
On retirement, employees with more than 10 years of services rendered to the Company are eligible for additional compensation. The main actuarial related risks are (i) survival rates above the mortality tables, (ii) turnover lower than expected and (iii) salary growth higher than expected.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 90 |
ii. | Life insurance |
The Company offers life insurance benefits to the employees who, at the time of their termination, are retired and during the employment contract opted for the insurance, with the period of benefit varying from 2 to 3 years. The main related actuarial risks are (i) survival rates above the mortality tables, (ii) turnover lower than expected and (iii) salary growth higher than expected.
20.2.5. | Other – Consolidated |
The Company has a liability recorded for defined benefit plans to certain subsidiaries located in Turkey, Saudi Arabia, Qatar and United Arab Emirates, related to end of service payments when certain conditions are met, which varies based on the labor laws for each country. The main related actuarial risks are: (i) survival rates above the mortality tables, (ii) turnover lower than expected and (iii) salary growth higher than expected.
20.2.6. | Rollforward of actuarial liabilities |
The rollforward of actuarial liabilities related to other benefits, which was prepared based on actuarial report reviewed by the Management, are as follows:
Consolidated | ||||||||||||||||
Medical plan | F.G.T.S. penalty | Award for length of service | Other (1) | |||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | |||||||||
Composition of actuarial liabilities | ||||||||||||||||
Present value of actuarial liabilities | 185,802 | 187,274 | 282,229 | 247,485 | 108,908 | 103,284 | 199,616 | 151,431 | ||||||||
Net actuarial liabilities | 185,802 | 187,274 | 282,229 | 247,485 | 108,908 | 103,284 | 199,616 | 151,431 | ||||||||
Rollforward of present value of actuarial liabilities | ||||||||||||||||
Beginning balance of present value of actuarial liabilities | 187,274 | 149,046 | 247,485 | 167,588 | 103,284 | 55,134 | 151,431 | 96,384 | ||||||||
Interest on actuarial liabilities | 13,586 | 13,503 | 13,993 | 11,840 | 6,275 | 4,366 | 8,883 | 4,260 | ||||||||
Current service costs | - | - | 12,718 | 6,471 | 5,741 | 2,574 | 23,174 | 22,237 | ||||||||
Past service costs - plan change² | - | - | - | (61,871) | - | - | - | - | ||||||||
Benefits paid directly by the Company | (7,122) | (4,262) | (4,225) | (10,791) | (13,887) | (14,056) | (18,902) | (9,268) | ||||||||
Actuarial (gains) losses - experience | 1,167 | (7,235) | 14,725 | 7,897 | 10,759 | 11,142 | 10,548 | 10,462 | ||||||||
Actuarial (gains) losses - demographic hypothesis | 13,462 | - | 10,195 | 84,158 | 5,717 | 34,950 | 1,535 | 14,066 | ||||||||
Actuarial losses - economic hypothesis | (22,565) | 36,222 | (12,662) | 42,193 | (8,981) | 9,174 | 4,778 | 13,290 | ||||||||
Actuarial (gains) losses - exchange variation | - | - | - | - | - | - | 18,169 | - | ||||||||
Ending balance of liabilities | 185,802 | 187,274 | 282,229 | 247,485 | 108,908 | 103,284 | 199,616 | 151,431 | ||||||||
Rollforward of the fair value of the assets | ||||||||||||||||
Benefits paid directly by the Company | 7,122 | 4,262 | 4,225 | 10,791 | 13,887 | 14,055 | 18,902 | 9,268 | ||||||||
Contributions of the sponsor | (7,122) | (4,262) | (4,225) | (10,791) | (13,887) | (14,055) | (18,902) | (9,268) | ||||||||
Ending Balance of the fair value of the assets | - | - | - | - | - | - | - | - | ||||||||
Rollforward of comprehensive income | ||||||||||||||||
Beginning balance | (76,232) | (47,245) | (228,345) | (94,097) | - | - | (58,617) | (20,799) | ||||||||
Actuarial gains (losses) | 7,936 | (28,987) | (12,258) | (134,248) | - | - | (16,861) | (37,818) | ||||||||
Ending balance of comprehensive income | (68,296) | (76,232) | (240,603) | (228,345) | - | - | (75,478) | (58,617) | ||||||||
Costs recognized in statement of income | ||||||||||||||||
Interest on actuarial liabilities | (13,586) | (13,503) | (13,993) | (11,840) | (6,275) | (4,366) | (8,883) | (4,260) | ||||||||
Current service costs | - | - | (12,718) | (6,471) | (5,741) | (2,574) | (23,174) | (22,236) | ||||||||
Past service costs - plan change (2) | - | - | - | 61,871 | - | - | - | - | ||||||||
Immediate recognition of reduction | - | - | - | - | (7,495) | (55,266) | - | - | ||||||||
Cost recognized in statement of income | (13,586) | (13,503) | (26,711) | 43,560 | (19,511) | (62,206) | (32,057) | (26,496) | ||||||||
Estimated costs for the next year | ||||||||||||||||
Current service costs | - | - | (14,833) | (12,718) | (6,319) | (5,741) | (22,021) | (15,911) | ||||||||
Interest on actuarial liabilities | (13,975) | (13,586) | (15,711) | (13,993) | (6,656) | (6,275) | (11,217) | (8,201) | ||||||||
Estimated costs for the next year | (13,975) | (13,586) | (30,544) | (26,711) | (12,975) | (12,016) | (33,238) | (24,112) |
(1) | Considers the retirement compensation and life insurance benefits. |
(2) | Refers to a change in the legislation related to F.G.T.S. penalty. The Law Nº 13,932, of December 11, 2019, extinguished the social contribution due by the employer of 10%. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 91 |
20.2.7. | Actuarial assumptions and demographic data |
The main actuarial assumptions and demographic data used in the actuarial calculations are summarized below:
Consolidated | ||||||||||||
Medical plan | F.G.T.S. penalty | Other (1) | ||||||||||
Actuarial assumptions | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||
Economic hypothesis | ||||||||||||
Discount rate | 7.68% | 7.39% | 6.51% | 6.07% | 6.51% | 6.07% | ||||||
Inflation rate | 3.25% | 3.80% | 3.25% | 3.80% | 3.25% | 3.80% | ||||||
Medical inflation | 6.35% | 6.91% | N/A | N/A | N/A | N/A | ||||||
Wage growth rate | N/A | N/A | 3.25% | 4.02% | 3.25% | 4.02% | ||||||
F.G.T.S. balance growth | N/A | N/A | 3.80% | 3.90% | N/A | N/A | ||||||
Demographic hypothesis | ||||||||||||
Schedule of mortality | AT-2000 smoothed by 10% | AT-2000 | AT-2000 smoothed by 10% | AT-2000 | ||||||||
Schedule of disabled | N/A | N/A | RRB-44 | RRB-44 | ||||||||
Schedule of turnover - BRF's historical | 2,020 | 2,019 | 2,020 | 2,019 | ||||||||
Demoraphic data | ||||||||||||
Number of active participants | 1,245 | 1,115 | 93,245 | 86,849 | ||||||||
Number of assisted beneficiary participants | 559 | 572 | - | - |
(1) | Includes retirement compensation and life insurance benefits. |
20.2.8. | Expected benefit payments and average duration of obligations |
The following amounts represent the expected benefit payments for future years (10 years), from the obligation of benefits granted and the average duration of the plan obligations:
Payments | Medical plan | F.G.T.S. penalty | Award for length of service | Other | Total | |||||
2021 | 7,675 | 81,789 | 13,329 | 22,335 | 125,128 | |||||
2022 | 8,282 | 14,552 | 8,855 | 13,480 | 45,169 | |||||
2023 | 8,940 | 18,353 | 10,970 | 15,556 | 53,819 | |||||
2024 | 9,665 | 19,815 | 13,952 | 16,936 | 60,368 | |||||
2025 | 10,439 | 21,916 | 12,553 | 18,603 | 63,511 | |||||
2026 to 2030 | 64,829 | 132,454 | 66,195 | 125,521 | 388,999 | |||||
Weighted average duration - in years | 14.26 | 6.73 | 6.70 | 8.47 | 8.35 |
20.2.9. | Sensitivity analysis of post-employment plans |
The Company prepared sensitivity analysis regarding the relevant assumptions of the plans as of December 31, 2020, as presented below:
Assumptions utilized | (+) Variation | (-) Variation | ||||||||
Relevant assumptions | Average (%) | Actuarial liabilities | Average (%) | Actuarial liabilities | ||||||
Medical plan | ||||||||||
Discount rate | 7.68% | 8.68% | 164,011 | 6.68% | 212,435 | |||||
Medical inflation | 6.35% | 7.35% | 211,694 | 5.35% | 164,224 | |||||
F.G.T.S. penalty | ||||||||||
Discount rate | 6.51% | 7.51% | 265,825 | 5.51% | 301,077 | |||||
Wage growth rate | 3.25% | 4.25% | 286,139 | 2.25% | 278,672 | |||||
Turnover | Historical | +3% | 233,001 | -3% | 356,695 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 92 |
21. | 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, tax, social security, labor, commercial and other processes.
Company’s Management believes that, based on the elements existing at the base date of these financial statements, the provision for tax, civil, labor, commercial and other risks, is sufficient to cover eventual losses with administrative and legal proceedings, as set forth below.
21.1. | Contingencies with probable losses |
The rollforward of the provisions for tax, labor, civil, commercial and other risks classified as with probable loss, and contingent liabilities is presented below:
Parent company | |||||||||||||||||||
Tax | Labor | Civil, commercial and other | Contingent liabilities (1) | Total | |||||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||||||
Beginning balance | 583,316 | 230,150 | 600,510 | 466,713 | 306,476 | 279,591 | 300,561 | 369,631 | 1,790,863 | 1,346,085 | |||||||||
Additions | 103,773 | 450,992 | 434,264 | 630,368 | 52,858 | 45,972 | - | - | 590,895 | 1,127,332 | |||||||||
Reversals | (246,499) | (83,098) | (249,666) | (265,592) | (34,556) | (30,861) | (3,464) | (69,070) | (534,185) | (448,621) | |||||||||
Payments | (70,699) | (457,349) | (298,599) | (413,727) | (29,889) | (20,283) | - | - | (399,187) | (891,359) | |||||||||
Interest | 57,275 | 442,621 | 144,516 | 182,748 | 47,818 | 32,057 | - | - | 249,609 | 657,426 | |||||||||
Ending balance | 427,166 | 583,316 | 631,025 | 600,510 | 342,707 | 306,476 | 297,097 | 300,561 | 1,697,995 | 1,790,863 | |||||||||
Current | 860,889 | 1,081,103 | |||||||||||||||||
Non-current | 837,106 | 709,760 |
(1) | Contingent liabilities recognized at fair value as of the acquisition date, arising from the business combination with Sadia. |
Consolidated | |||||||||||||||||||
Tax | Labor | Civil, commercial and other | Contingent liabilities (1) | Total | |||||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||||||
Beginning balance | 583,464 | 230,149 | 603,074 | 468,513 | 307,177 | 281,958 | 300,654 | 369,631 | 1,794,369 | 1,350,251 | |||||||||
Additions | 103,773 | 451,190 | 435,723 | 633,623 | 52,961 | 48,576 | - | 124 | 592,457 | 1,133,513 | |||||||||
Reversals | (246,499) | (83,098) | (250,029) | (268,043) | (34,556) | (34,774) | (3,464) | (69,070) | (534,548) | (454,985) | |||||||||
Payments | (70,699) | (457,349) | (298,599) | (413,727) | (29,889) | (20,283) | - | - | (399,187) | (891,359) | |||||||||
Interest | 57,275 | 442,622 | 144,516 | 182,749 | 47,818 | 32,058 | - | - | 249,609 | 657,429 | |||||||||
Exchange rate variation | (12) | (50) | 21 | (41) | 19 | (358) | (8) | (31) | 20 | (480) | |||||||||
Ending balance | 427,302 | 583,464 | 634,706 | 603,074 | 343,530 | 307,177 | 297,182 | 300,654 | 1,702,720 | 1,794,369 | |||||||||
Current | 865,338 | 1,084,308 | |||||||||||||||||
Non-current | 837,382 | 710,061 |
(1) | Contingent liabilities recognized at fair value as of the acquisition date, arising from the business combination with Sadia. |
21.1.1. | Tax |
The tax contingencies classified as probable losses relate to the following main legal proceedings:
ICMS: The Company is involved in disputes related to the ICMS tax arising from the maintenance of credits on the acquisition of products for which the subsequent sale has reduced tax base (“cesta básica”); maintenance of credits on the acquisition of goods for consumption, fixed assets, electricity and presumed credit; tax substitution; compensation with government debts; isolated fines; tax rate differential on seasoned product and others, in the amount of R$248,560 (R$418,963 as of December 31, 2019).
PIS and COFINS: The Company is involved in administrative and judicial of disputes related to the compensation of certain tax credits arising from the acquisition of supplies with federal taxes, in the amount of R$149,945 (R$139,711 as of December 31, 2019).
Other tax contingencies: The Company has other provisions for tax claims related to the payment of social security contribution, INCRA, FUNRURAL, SESI/SENAI/SEBRAE, debts included in the government regularization program (REFIS) with deposits awaiting consolidation and conversion into payment, differences in supplementary fiscal obligations, import taxes, IOF, industrialized products taxes and others, in the amount of R$75,360 (R$61,731 as of December 31, 2019).
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 93 |
21.1.2. | Labor |
The Company is defendant in several labor claims either filed by individuals or by the Public Prosecutors Office, mainly related to overtime, thermal rest, unhealthy environment, occupational accidents, among others. None of these labor claims is individually significant. The Company recorded a provision based on past history of payments, statistical models and on prognosis of loss.
21.1.3. | Civil, commercial and others |
Civil, commercial and other contingencies are mainly related to litigations containing allegations of contractual breaches and noncompliance of legal obligations of several natures as disputes arising from contracts in general, including outgrowers contracts, intellectual property disputes, regulatory issues, environmental and real state, traffic accidents, consumer relations, among others. The claims are mostly for compensation of losses and damages, application of penalties and obligations to do.
21.2. | Contingencies with possible losses |
The Company is involved in contingencies for which losses have been assessed as possible by Management with support from legal advisors. On December 31, 2020, the total amount of contingencies classified as possible was R$14,257,611 (R$13,299,190 as of December 31, 2019), of which solely the ones arising from the business combination with Sadia are provisioned, measured by the estimated fair value at the business combination date: R$297,182 (R$300,654 as of December 31, 2019). The remaining possible contingencies are presented below.
21.2.1. | Tax |
The tax contingencies for which losses have been assessed as possible amounted to R$12,536,528 as of December 31, 2020 (R$11,811,690 as of December 31, 2019). The most relevant cases are set forth below:
PIS and COFINS: The Company is involved in administrative and judicial disputes related to the non-cumulative system due to divergence on the concept of input and the use in the productive process, the requirement of taxation of revenues related to presumed ICMS credits, disputes on the fiscal classification of seasoned meats, Laws 2.445/88 and 2.449/88 (“semestralidade”), untimely credits and others, in the amount of R$5,549,431 (R$4,915,293 as of December 31, 2019).
ICMS: The Company is involved in disputes related to: (i) non-acceptance of ICMS credits in interstate sales from states that were unilaterally granted fiscal benefits without the approval of the National Finance Policy Council (“CONFAZ”), the so-called “guerra fiscal” in the amount of R$416,238 (R$1,457,867 as of December 31, 2019); (ii) lack of evidence of exports in the amount of R$265,590 (R$261,880 as of December 31, 2019);(iii) infraction notices from State of Rio de Janeiro related to the supposed non-compliance of Agreement Terms (“TARE”) regarding tax benefits, in the amount of R$550,367 (R$536,799 as of December 31, 2019); (iv) Public Civil Action in Rio de Janeiro due do the use of tax benefits, in the amount of R$239,845; (v) infraction notice about ICMS in Goiás related to the exclusion of the reversal of the tax credit from the calculation base of PROTEGE, in the amount of R$105,866; and (vi) R$2,228,462 (R$2,291,608 on December 31, 2019) related to other claims. The relevant reduction in the amount related to “guerra fiscal” is mainly due to the recognition of the credits by the state of São Paulo, for which the probability of loss has been changed to remote.
Income Tax and Social Contribution (IRPJ and CSLL): The Company is involved in administrative and judicial disputes related to refunds and compensation of negative income tax and social contribution balances, including credits arising from the Plano Verão and requirement of IRPJ and CSLL related to the compensation of tax loss carryforwards above the limit of 30% due to incorporation of entities. The contingencies related to these taxes totaled R$1,249,062 (R$1,238,564 as of December 31, 2019).
Profits earned abroad: The Company was assessed by the Brazilian Federal Revenue for alleged underpayment of income tax and social contribution on profits earned by its subsidiaries located abroad, in a total amount of R$629,341 (R$534,819 as of December 31, 2019). The Company’s legal defense is based on the facts that the subsidiaries located abroad are subject exclusively to the full taxation in the countries in which they are based as a result of the treaties signed to avoid double taxation.
IPI: The Company disputes administratively and judicially the denial of compensation of IPI credits resulting from purchases of duty-free goods, sales to Manaus Free Zone and purchases of supplies with PIS and COFINS from non-taxpayers. Such discussed cases totaled the amount of R$209,314 (R$291,723 as of December 31, 2019).
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 94 |
Social security taxes: The Company disputes cases related to the charges of social security on payroll, employees profit sharing, GILRAT additional for special retirement financing, SAT/RAT, as well as other cases, in a total amount of R$418,957 (R$274,278 as of December 31, 2019).
Other contingencies: The Company disputes cases related to the requirement of 50% fine on the compensations of PIS, COFINS and IRPJ not approved awaiting final decision of the processes, drawback proof, tax on services and others of several natures, fees, property tax, import tax and IOF, totaling R$674,055 (R$493,104 as of December 31, 2019).
21.2.2. | Labor |
On December 31, 2020 the labor contingencies assessed as possible loss totaled R$197,097 (R$84,039 as of December 31, 2019).
21.2.3. | Civil, commercial and others |
Civil, commercial and other contingencies for which losses were assessed as possible totaled R$1,523,987 (R$1,403,461 as of December 31, 2019) and are mainly related to litigations containing allegations of contractual breaches and noncompliance of legal obligations of several natures as disputes arising from contracts in general, including outgrowers contracts, intellectual property disputes, regulatory issues, environmental and real state, traffic accidents, consumer relations, among others. The claims are mostly for compensation of losses and damages, application of penalties and obligations to do.
21.2.4. | Others |
The Company has been subject to investigations conducted by public authorities denominated “Carne Fraca Operation” in 2017 and “Trapaça Operation” in 2018. The development of these processes and the already incurred effects are described in the note 1.2.
22. | EQUITY |
22.1. | Capital stock |
On December 31, 2020, the subscribed and paid capital 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, made on July 22, 2009.
The Company is authorized to increase the capital stock, irrespective of amendment to the bylaws, up to the limit of 1,000,000,000 (one billion) common book-entry shares with no par value.
22.1.1. | Breakdown of capital stock by nature |
Parent company | |||
12.31.20 | 12.31.19 | ||
Common shares | 812,473,246 | 812,473,246 | |
Treasury shares | (4,766,084) | (713,446) | |
Outstanding shares | 807,707,162 | 811,759,800 |
22.1.2. | Breakdown of capital stock by owner |
The shareholding position of shareholders holding more than 5% of the voting capital, management and members of the Board of Directors is presented below:
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 95 |
12.31.20 | 12.31.19 | |||||||
Shareholders | Quantity | % | Quantity | % | ||||
Major shareholders | ||||||||
Fundação Petrobras de Seguridade Social - Petros (1) | 92,716,266 | 11.41 | 92,716,266 | 11.41 | ||||
Caixa de Previd. dos Func. do Banco do Brasil (1) | 74,856,852 | 9.21 | 76,974,752 | 9.47 | ||||
Management | ||||||||
Board of Directors | 6,865,302 | 0.84 | 6,474,420 | 0.80 | ||||
Executives | 605,902 | 0.07 | 236,338 | 0.03 | ||||
Treasury shares | 4,766,084 | 0.59 | 713,446 | 0.09 | ||||
Other | 632,662,840 | 77.88 | 635,358,024 | 78.20 | ||||
812,473,246 | 100.00 | 812,473,246 | 100.00 |
(1) | The pension funds are controlled by employees that participate in the respective entities. |
The Company is bound to arbitration in the Market Arbitration Chamber, as established by the arbitration clause in its bylaws.
22.1.3. | Rollforward of outstanding shares |
Parent company | ||||
Quantity of outstanding of shares | ||||
12.31.20 | 12.31.19 | |||
Shares at the beginning of the year | 811,759,800 | 811,416,022 | ||
Purchase of treasury shares | (4,836,000) | - | ||
Delivery of restricted shares | 783,362 | 343,778 | ||
Shares at the end of the year | 807,707,162 | 811,759,800 |
22.2. | Capital reserves |
Parent company and Consolidated | ||||
12.31.20 | 12.31.19 | |||
Result on sale and exchange of shares | 125,532 | 125,532 | ||
Share-based payment | 223,191 | 223,011 | ||
Acquisition of non-controlling interest | (206,423) | (155,478) | ||
Capital transactions with subsidiaries | (220) | (220) | ||
142,080 | 192,845 |
22.3. | Absorption of accumulated losses |
The earnings for the year of R$1,383,564 were fully used to offset accumulated losses.
22.4. | Treasury shares |
The Company has 4,766,084 shares held in treasury, with an average cost of R$26.00 (twenty-six Brazilian Reais) per share, and market value corresponding to R$105,044.
Parent company | ||||
Quantity of outstanding of shares | ||||
12.31.20 | 12.31.19 | |||
Shares at the beggining of the exercise | 713,446 | 1,057,224 | ||
Purchase of treasury shares | 4,836,000 | - | ||
Delivery of restricted shares | (783,362) | (343,778) | ||
Shares at the end of the exercise | 4,766,084 | 713,446 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 96 |
The program of repurchase of own shares, which was approved by the Board of Directors on March 26, 2020, was concluded on May 22, 2020. The Company purchased 4,836,000 common shares, representing 0.60% of its capital stock, at the cost of R$106,070, with the purpose to maintain in treasury for eventual disposal, cancellation, as well as to comply with obligations and commitments made under the Stock Option Plan and the Restricted Stocks Plan.
23. | EARNINGS (LOSS) PER SHARE |
Continued operations | Discontinued operations | Continued and discontinued operations | |||||
12.31.20 | 12.31.19 | 12.31.19 | 12.31.19 | ||||
Basic numerator | |||||||
Net earnings (loss) for the exercise attributable to controlling shareholders | 1,383,564 | 1,202,240 | (904,628) | 297,612 | |||
Basic denominator | |||||||
Common shares | 812,473,246 | 812,473,246 | 812,473,246 | 812,473,246 | |||
Weighted average number of outstanding shares - basic (except treasury shares) | 809,110,872 | 811,539,167 | 811,539,167 | 811,539,167 | |||
Net earnings (loss) per share basic - R$ | 1.71 | 1.48 | (1.11) | 0.37 | |||
Diluted numerator | |||||||
Net earnings (loss) for the exercise attributable to controlling shareholders | 1,383,564 | 1,202,240 | (904,628) | 297,612 | |||
Diluted denominator | |||||||
Weighted average number of outstanding shares - basic (except treasury shares) | 809,110,872 | 811,539,167 | 811,539,167 | 811,539,167 | |||
Number of potential shares (1) | 2,237,936 | 2,327,952 | - | 2,327,952 | |||
Weighted average number of outstanding shares - diluted | 811,348,808 | 813,867,119 | 811,539,167 | 813,867,119 | |||
Net earnings (loss) per share diluted - R$ | 1.71 | 1.48 | (1.11) | 0.37 |
(1) | Comprised of the restricted stocks under the share-based payment plans for which the payment is made in equity instruments. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 97 |
24. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT |
24.1. | 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 internal guidelines and strategic documents subject to such policy. The Risk Policy was approved by the Board of Directors on December 17, 2020, is valid for one year and is available at the Company’s website.
The Company’s risk management strategy, guided by the Risk Policy, has as main objectives:
» | To protect operating and financial results of Company, as well its shareholders’ equity from adverse changes in the market prices, specially commodities, foreign exchange and interests; |
» | To protect the Company against counterparty risks in existing financial operations as well as to establish guidelines for sustaining the necessary liquidity to fulfil its financial commitments; |
» | To protect the cash of Company against price volatilities, adverse conditions in the markets in which the Company acts and adverse conditions in its production chain. |
The Risk Policy defines the governance of the bodies responsible for the execution, tracking and approval of the risk management strategies, as well as the limits and instruments that can be used.
24.2. | Credit risk management |
The Company is exposed to the credit risk related to the financial assets held: trade and non-trade accounts receivable, marketable securities, derivative instruments and cash and equivalents. The Company’s credit risk exposure can be assessed in notes 4, 5, 6 and 24.
24.2.1. | Credit risk in accounts receivable |
The credit risk associated with trade accounts receivable is actively managed through specific systems and is supported by internal policies for credit analysis. The significant level of diversification and geographical dispersion of the customer portfolio significantly reduces the risk. However, the Company chooses to complement the risk management by contracting insurance policies for specific markets. The impairment of these financial assets is carried out based on expected credit losses.
24.2.2. | Counterparty credit risk |
The credit risk associated with marketable securities, cash and cash equivalents and derivative instruments in general is directed to counterparties with Investment Grade ratings. The maintenance of assets with counterparty risk is constantly assessed according to credit ratings and the Company’s portfolio concentration, aligned with the applicable impairment requisites.
On December 31, 2020, the Company held financial investments over R$100,000 at the following financial institutions: Banco Bradesco, Banco BIC, Banco BNP Paribas, Banco do Brasil, Banco BTG Pactual, Banco Itaú, Banco Safra, Banco Santander, Citibank, HSBC, J.P. Morgan Chase Bank, T.Garanti Bankasi A.Ş. and Vakiflar Bankasi.
The Company also held derivative contracts with the following financial institutions: Banco Bradesco, Banco Itaú, Banco Santander, Banco Votorantim, Bank of America Merrill Lynch, Banco BNP Paribas, Citibank, Deutsche Bank, ING Bank, J.P. Morgan Chase Bank, Morgan Stanley, Rabobank and XP.
24.3. | 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.
The ideal capital structure definition at BRF is essentially associated with (i) strong cash position as a tolerance factor for liquidity shocks, which includes minimum cash analysis; (ii) net indebtedness; and (iii) maximization of the capital opportunity cost.
As a guideline, the gross debt must be concentrated at long-term. On December 31, 2020, the long-term consolidated gross debt represented 93.66% (82.50% as of December 31, 2019) of the total gross indebtedness, which has an average term higher than nine years.
The Company monitors the gross debt and net debt as set forth below:
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 98 |
Consolidated | |||||||
12.31.20 | 12.31.19 | ||||||
Current | Non-current | Total | Total | ||||
Foreign currency loans and borrowings | (575,147) | (15,163,987) | (15,739,134) | (11,006,524) | |||
Local currency loans and borrowings | (484,837) | (6,180,455) | (6,665,292) | (7,613,755) | |||
Derivative financial liabilities | (384,969) | (727) | (385,696) | (153,612) | |||
Gross debt | (1,444,953) | (21,345,169) | (22,790,122) | (18,773,891) | |||
Marketable securities and cash and cash equivalents | 7,890,783 | 344,577 | 8,235,360 | 4,963,319 | |||
Derivative financial assets | 377,756 | 234 | 377,990 | 245,315 | |||
Restricted cash | 1 | 24,357 | 24,358 | 296,294 | |||
Net debt | (14,152,414) | (13,268,963) |
The table below summarizes the significant commitments and contractual obligations that may impact the Company’s liquidity:
Parent company | |||||||||||||||
12.31.20 | |||||||||||||||
Book value | Contractual cash flow | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 onwards | ||||||||
Non derivative financial liabilities | |||||||||||||||
Loans and borrowings | 19,310,254 | 30,458,014 | 1,356,069 | 3,008,190 | 3,346,457 | 2,555,287 | 1,305,454 | 18,886,557 | |||||||
Trade accounts payable | 8,170,012 | 8,258,385 | 8,244,604 | 5,499 | 5,433 | 2,849 | - | - | |||||||
Supply chain finance | 1,452,637 | 1,474,227 | 1,474,227 | - | - | - | - | - | |||||||
Lease liabilities | 2,268,694 | 2,951,407 | 323,698 | 472,898 | 393,113 | 348,416 | 267,182 | 1,146,100 | |||||||
Derivative financial liabilities | |||||||||||||||
Financial instruments designated as cash flow hedge | |||||||||||||||
Currency derivatives | 81,650 | 81,650 | 81,650 | - | - | - | - | - | |||||||
Commodities derivatives | 269,361 | 269,361 | 268,634 | 727 | - | - | - | - | |||||||
Financial instruments not designated as cash flow hedge | |||||||||||||||
Interest rate derivatives | 14,649 | 14,649 | 14,649 | - | - | - | - | - | |||||||
Currency derivatives | 13,610 | 13,610 | 13,610 | - | - | - | - | - |
Consolidated | |||||||||||||||
12.31.20 | |||||||||||||||
Book value | Contractual cash flow | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 onwards | ||||||||
Non derivative financial liabilities | |||||||||||||||
Loans and borrowings | 22,404,426 | 34,310,033 | 1,731,718 | 3,405,806 | 3,491,994 | 2,668,153 | 1,418,320 | 21,594,042 | |||||||
Trade accounts payable | 9,009,987 | 9,098,376 | 9,084,595 | 5,499 | 5,433 | 2,849 | - | - | |||||||
Supply chain finance | 1,452,637 | 1,474,227 | 1,474,227 | - | - | - | - | - | |||||||
Lease liabilities | 2,536,681 | 3,277,861 | 409,409 | 542,947 | 448,295 | 377,710 | 283,917 | 1,215,583 | |||||||
Derivative financial liabilities | |||||||||||||||
Financial instruments designated as cash flow hedge | |||||||||||||||
Currency derivatives | 81,650 | 81,650 | 81,650 | - | - | - | - | - | |||||||
Commodities derivatives | 269,361 | 269,361 | 268,634 | 727 | - | - | - | - | |||||||
Financial instruments not designated as cash flow hedge | |||||||||||||||
Interest rate derivatives | 14,649 | 14,649 | 14,649 | - | - | - | - | - | |||||||
Currency derivatives | 20,036 | 20,036 | 20,036 | - | - | - | - | - |
The Company does not expect that the cash outflows to fulfill the obligations shown above will be significantly influenced by factors unrelated to its best interests, or substantially modified outside the normal course of business.
24.4. | Market risk management |
24.4.1. | 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.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 99 |
The Company’s Risk Policy does not restrict exposure to different interest rates, neither establishes limits for fixed or floating rates. However, the Company continually monitors the market interest rates in order to evaluate any need to enter into hedging transactions to protect from the fluctuation of such rates and manage the mismatch between its financial investments and debts.
The indebtedness is essentially linked to the fixed coupon (R$, USD, EUR e TRY), Interbank Deposit Certificate (“CDI”), Broad Consumer Price Index (“IPCA”) and London Interbank Offered Rate (“LIBOR”). In situations of adverse market changes that result in an increase in these rates, the cost of floating-rate debt rises and on the other hand, the cost of fixed-rate debt decreases in relative terms.
Regarding the marketable securities, the Company holds, mainly, instruments indexed by the 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 5 and 15.
The derivative financial instruments used to hedge the exposure to interest rates as of December 31, 2020 are shown in the table below:
12.31.20 | |||||||||||||
Derivative instruments not designated | Maturity | Asset | Liability | Notional | Fair value (R$) | ||||||||
Parent company and Consolidated | |||||||||||||
Interest rate swap | 2nd Qtr. 2021 | USD + 2.80% p.a. | CDI + 2.27% p.a. | 49,900 | USD | (14,649) | |||||||
(14,649) |
24.4.2. | Foreign exchange risk |
This 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 for which the exchange variations are recognized in the Financial Results are as follows, summarized in Brazilian Reais:
Consolidated | ||||
12.31.20 | 12.31.19 (1) | |||
Cash and cash equivalents | 2,855,979 | 2,591,746 | ||
Trade accounts receivable | 5,765,753 | 4,892,708 | ||
Trade accounts payable | (859,790) | (601,007) | ||
Loans and borrowings | (14,947,793) | (8,854,826) | ||
Other assets and liabilities, net | 225,694 | (162,341) | ||
Exposure of assets and liabilities in foreign currencies | (6,960,157) | (2,133,720) | ||
Derivative financial instruments (hedge) | 6,849,947 | 1,734,517 | ||
Exposure in result, net | (110,210) | (399,203) |
(1) | In the financial statements for the year of 2019, the Company presented the exposure arising from monetary assets and liabilities in foreign entities, for which Real is the functional currency, in a single line item “Investments”. For better management of the foreign exchange exposure, in 2020 the Company begun to break down such exposure, by classifying each asset or liability by its nature. Therefore, the comparative period has been restated for comparability. |
The net P&L exposure is mainly composed of the following currencies:
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 100 |
Net P&L Exposure | 12.31.20 | 12.31.19 | ||
Argentinian Peso (ARS) | (5,310) | (13,236) | ||
Euros (EUR) | 104,539 | 23,624 | ||
Pound Sterling (GBP) | 9,394 | 6,949 | ||
Yen (JPY) | 29,976 | (17,285) | ||
Rubles (RUB) | (1,261) | 2,780 | ||
Turkish Liras (TRY) | 178,906 | (418,576) | ||
U.S. Dollars (USD) | (426,454) | 16,541 | ||
Total | (110,210) | (399,203) |
The Company has exposure to other different currencies, although they have been grouped in the currencies above due to its high correlation or for not being individually significant.
The derivative financial instruments hired to hedge the foreign currency statement of financial position exposure on December 31, 2020 are not designated as hedge accounting and are set forth below:
12.31.20 | |||||||||||||
Derivative instruments not designated | Asset | Liability | Maturity | Notional | Exercise rate | Fair value (R$) | |||||||
Parent company | |||||||||||||
Non-deliverable forward | EUR | BRL | 1st Qtr. 2021 | EUR | 265,000 | 6.2671 | 32,015 | ||||||
Non-deliverable forward | USD | BRL | 1st Qtr. 2021 | USD | 340,000 | 5.1077 | 27,023 | ||||||
Non-deliverable forward | USD | BRL | 2nd Qtr. 2021 | USD | 50,000 | 5.2800 | (4,525) | ||||||
Futures - B3 | BRL | USD | 1st Qtr. 2021 | USD | 553,000 | 5.1797 | (9,086) | ||||||
45,427 | |||||||||||||
Subsidiaries | |||||||||||||
Non-deliverable forward | EUR | JPY | 1st Qtr. 2021 | EUR | 19,789 | 126.3299 | 704 | ||||||
Non-deliverable forward | USD | EUR | 1st Qtr. 2021 | EUR | 75,000 | 1.2274 | (1,888) | ||||||
Non-deliverable forward | EUR | RUB | 1st Qtr. 2021 | EUR | 20,836 | 91.1883 | 2,655 | ||||||
Collar | TRY | USD | 1st Qtr. 2021 | USD | 50,000 | 7.8800 | 8,544 | ||||||
Total Consolidated | 55,442 |
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 foreing exchange operating income exposure on December 31, 2020 are set forth below:
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 101 |
12.31.20 | |||||||||||||||
Cash flow hedge - Derivative instruments | Hedged object | Asset | Liability | Maturity | Notional | Designation rate | Fair value | ||||||||
Parent company and consolidated | |||||||||||||||
Non-deliverable forward | USD Exports | BRL | USD | 1st Qtr. 2021 | USD | 241,000 | 5.4084 | 53,721 | |||||||
Non-deliverable forward | USD Exports | BRL | USD | 2nd Qtr. 2021 | USD | 25,000 | 5.6329 | 10,964 | |||||||
Non-deliverable forward | USD Exports | BRL | USD | 3rd Qtr. 2021 | USD | 5,000 | 5.8018 | 2,940 | |||||||
Collar | USD Exports | BRL | USD | 1st Qtr. 2021 | USD | 132,000 | 4.9158 | (33,764) | |||||||
Collar | USD Exports | BRL | USD | 2nd Qtr. 2021 | USD | 45,000 | 5.3785 | 10,110 | |||||||
Collar | USD Exports | BRL | USD | 3rd Qtr. 2021 | USD | 45,000 | 5.5933 | 18,967 | |||||||
Collar | USD Exports | BRL | USD | 4th Qtr. 2021 | USD | 10,000 | 5.7500 | 5,457 | |||||||
68,395 |
12.31.20 | |||||||||||||||
Cash flow hedge - Non-derivative instruments | Hedged object | Liability | Maturity | Notional | Designation rate | Fair value (1) | |||||||||
Parent company and consolidated | |||||||||||||||
Bond BRF SA BRFSBZ 5 7/8 (2) | USD Exports | USD | 2nd Qtr. 2022 | USD | 70,928 | 2.0213 | (409,518) | ||||||||
Bond BRF SA BRFSBZ 3.95 | USD Exports | USD | 2nd Qtr. 2023 | USD | 150,000 | 2.0387 | (473,700) | ||||||||
(883,218) |
(1) | Corresponds to the effective portion of the hedge result accumulated in Other Comprehensive Income. |
(2) | For this instrument, the initial designation was of USD150,000, however there were repurchases with corresponding revocation of the designation in the amounts of USD31,338 at the rate of 3.2408, USD9,350 at the rate of 4.1827, USD27,190 at the rate of 5.1889 e USD11,194 at the rate of 5.5714. The accumulated exchange rate variation of the revoked portions is fixed and reserved in Other Comprehensive Income until the recognition of the hedge object in the second quarter of 2022. |
iii. | Investments exposure |
The Company holds investments abroad in functional currencies different than the Brazilian Real, which generate currency exposure that affects directly the Company’s Equity, in Other Comprehensive Income.
The non-derivative financial instruments designated as net investment hedge instruments on December 31, 2020 are set forth below:
12.31.20 | |||||||||||||
Net investment hedge - Non-derivative instruments | Object (Investment) | Liability | Maturity | Notional | Rate | Fair value (1) | |||||||
Parent company and consolidated | |||||||||||||
Bond - BRF SA BRFSBZ 4.35 | Federal Foods LLC | USD | 3rd Qtr. 2026 | USD | 75,673 | 3.7649 | (108,991) | ||||||
Bond - BRF SA BRFSBZ 4.35 | BRF Al Yasra Food | USD | 3rd Qtr. 2026 | USD | 108,757 | 3.7649 | (142,280) | ||||||
Bond - BRF SA BRFSBZ 4.35 | Al Khan Foodstuff LLC | USD | 3rd Qtr. 2026 | USD | 65,570 | 3.7649 | (93,403) | ||||||
(344,674) |
(1) | Corresponds to the effective portion of the hedge result accumulated in Other Comprehensive Income. |
24.4.3. | Commodities price risk |
In the ordinary course of business, the Company purchases commodities, mainly corn, soybean, soybean meal and soybean oil, individual components of the production costs.
Corn and soy prices are subject to volatility resulting from weather conditions, harvest productivity, transport and warehouse costs, government agricultural policies, FX rates and international market prices, among other factors.
The Risk Policy establishes coverage limits to the flow of purchases of corn and soy with the purpose of reducing the impact due to a price increase of these raw materials. The hedge may be reached using derivatives or by inventory management.
The financial instruments designated as cash flow hedges and fair value hedges for the commodities price exposure on December 31, 2020 are set forth below:
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 102 |
12.31.20 | |||||||||||||
Cash flow hedge - Derivative instruments | Hedged object | Index | Maturity | Quantity | Exercise rate (USD/Ton) | Fair value | |||||||
Parent company and consolidated | |||||||||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 1st Qtr. 2021 | 5,000 | ton | 430.69 | 1,062 | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 2nd Qtr. 2021 | 80,995 | ton | 372.18 | 38,447 | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 3rd Qtr. 2021 | 128,995 | ton | 381.44 | 28,387 | ||||||
Non-deliverable forward - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 4th Qtr. 2021 | 9,999 | ton | 390.12 | 590 | ||||||
Collar - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 1st Qtr. 2021 | 4,990 | ton | 465.17 | 939 | ||||||
Collar - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 2nd Qtr. 2021 | 9,072 | ton | 462.42 | 1,970 | ||||||
Collar - buy | Soybean meal purchase - floating price | Soybean meal - CBOT | 4th Qtr. 2021 | 4,990 | ton | 402.67 | 431 | ||||||
Non-deliverable forward - buy | Soybean oil purchase - floating price | Soybean oil - CBOT | 2nd Qtr. 2021 | 19,098 | ton | 762.42 | 13,524 | ||||||
Non-deliverable forward - buy | Soybean oil purchase - floating price | Soybean oil - CBOT | 3rd Qtr. 2021 | 18,098 | ton | 731.37 | 12,892 | ||||||
Non-deliverable forward - buy | Soybean oil purchase - floating price | Soybean oil - CBOT | 4th Qtr. 2021 | 1,000 | ton | 825.63 | 123 | ||||||
Collar - buy | Soybean oil purchase - floating price | Soybean oil - CBOT | 3rd Qtr. 2021 | 2,994 | ton | 861.57 | 1,396 | ||||||
Collar - buy | Soybean oil purchase - floating price | Soybean oil - CBOT | 4th Qtr. 2021 | 2,994 | ton | 858.26 | 1,376 | ||||||
101,137 | |||||||||||||
12.31.20 | |||||||||||||
Fair value hedge - Derivative instruments | Hedged object | Index | Maturity | Quantity | Exercise rate (1) | Fair value | |||||||
Parent company and consolidated | |||||||||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 1st Qtr. 2021 | 26,322 | ton | 411.58 | (9,063) | ||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 2nd Qtr. 2021 | 29,998 | ton | 399.35 | (11,788) | ||||||
Non-deliverable forward - sell | Soybean purchase - fixed price | Soybean - CBOT | 3rd Qtr. 2021 | 19,999 | ton | 383.18 | (7,955) | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 1st Qtr. 2021 | 16,573 | ton | 140.98 | (3,946) | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 2nd Qtr. 2021 | 743,321 | ton | 147.47 | (148,541) | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 3rd Qtr. 2021 | 239,954 | ton | 142.95 | (39,015) | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 4th Qtr. 2021 | 175,433 | ton | 146.65 | (21,643) | ||||||
Non-deliverable forward - sell | Corn purchase - fixed price | Corn - CBOT | 1st Qtr. 2022 | 9,998 | ton | 153.33 | (727) | ||||||
Corn future - sell | Corn purchase - fixed price | Corn - B3 | 2nd Qtr. 2021 | 36,801 | ton | 1,040.42 | (479) | ||||||
Corn future - sell | Corn purchase - fixed price | Corn - B3 | 3rd Qtr. 2021 | 95,364 | ton | 972.98 | (1,102) | ||||||
Corn future - sell | Corn purchase - fixed price | Corn - B3 | 4th Qtr. 2021 | 6,480 | ton | 847.38 | (94) | ||||||
Collar - sell | Corn purchase - fixed price | Corn - B3 | 3rd Qtr. 2021 | 9,990 | ton | 1,104.39 | (841) | ||||||
(245,194) |
(1) Base price of each commodity in USD/ton, except for Corn – B3 denominated in R$/ton.
12.31.20 | |||||||||||||||
Fair value hedge - Derivative instruments | Protection object | Assets | Liabilities | Maturity | Notional | Exercise rate | Fair value | ||||||||
Parent company and consolidated | |||||||||||||||
Non-deliverable forward | Cost in USD | BRL | USD | 1st Qtr. 2021 | USD | 13,170 | 5.4056 | 2,939 | |||||||
Non-deliverable forward | Cost in USD | BRL | USD | 2nd Qtr. 2021 | USD | 121,597 | 5.2471 | 5,340 | |||||||
Non-deliverable forward | Cost in USD | BRL | USD | 3rd Qtr. 2021 | USD | 41,966 | 5.5286 | 12,692 | |||||||
Non-deliverable forward | Cost in USD | BRL | USD | 4th Qtr. 2021 | USD | 25,727 | 5.4991 | 5,958 | |||||||
Non-deliverable forward | Cost in USD | BRL | USD | 1st Qtr. 2022 | USD | 1,533 | 5.4651 | 234 | |||||||
27,163 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 103 |
24.5. | Effects of hedge instruments on financial information |
The effects of financial instruments for hedging exchange rate, commodities price and interest rates in the income for the period, in Other Comprehensive Income and in the financial position are set forth below:
Income for the period | Consolidated | |||||||||||||
12.31.20 | Note | Exposure | Hedge accounting | Foreign Exchange | Commodities | Interest Rate | Total | |||||||
Net Sales | 40,841,803 | - | - | 40,841,803 | ||||||||||
Derivatives result | Operating Results | Cash flow | (1,372,103) | - | - | (1,372,103) | ||||||||
Net Revenue | 26 | 39,469,700 | - | - | 39,469,700 | |||||||||
Cost of Sales | - | (29,816,160) | - | (29,816,160) | ||||||||||
Derivatives result | Operating Results | Cash flow / Fair value | - | (182,662) | - | (182,662) | ||||||||
Cost of Sales | - | (29,998,822) | - | (29,998,822) | ||||||||||
Interests on loans and borrowings | - | - | (1,545,825) | (1,545,825) | ||||||||||
Interest Rate Derivatives result | Interest expenses | Cash flow | - | - | (32,909) | (32,909) | ||||||||
Foreign Exchange variation on assets and liabilities | (1,179,236) | - | - | (1,179,236) | ||||||||||
Foreign Exchange Derivatives result | Financial Position | Not designated | 981,847 | - | - | 981,847 | ||||||||
Effects on Financial Result | 28 | (197,389) | - | (1,578,734) | (1,776,123) | |||||||||
Other Comprehensive Income | Consolidated | |||||||||||||
12.31.20 | Exposure | Hedge accounting | Foreign Exchange | Commodities | Interest Rate | Total | ||||||||
Derivative Instruments - current | Operating Results | Cash flow | (28,893) | 211,751 | - | 182,858 | ||||||||
Non-derivative Instruments – non-current | Operating Results | Cash flow | (306,340) | - | - | (306,340) | ||||||||
Non-derivative Instruments - non-current | Foreign investments | Net investment | (277,856) | - | - | (277,856) | ||||||||
Other Comprehensive Income (1) | (613,089) | 211,751 | - | (401,338) |
(1) | All effects are shown gross of taxes. |
Statement of financial position | Consolidated | |||||||||||||
12.31.20 | Note | Exposure | Hedge accounting | Foreign Exchange | Commodities | Interest Rate | Total | |||||||
Designated derivatives | Operating Results | Cash flow / Fair value | 95,558 | (144,057) | - | (48,499) | ||||||||
Not designated derivatives | Financial Position | Not designated | 55,442 | - | (14,649) | 40,793 | ||||||||
Asset / (Liability) net | 151,000 | (144,057) | (14,649) | (7,706) | ||||||||||
Derivative Instruments - current (2) | Operating Results | Cash flow | 47,942 | 171,306 | - | 219,248 | ||||||||
Non-derivative instruments – non-current | Operating Results | Cash flow | (883,218) | - | - | (883,218) | ||||||||
Non-derivative Instruments - non-current | Foreign investments | Net investment | (344,674) | - | - | (344,674) | ||||||||
Other Comprehensive Income (1) | (1,179,950) | 171,306 | - | (1,008,644) | ||||||||||
Derivatives result | Operating Results | Cash flow / Fair value | - | 442,398 | - | 442,398 | ||||||||
Inventories | 7 | - | 442,398 | - | 442,398 |
(1) | All effects are shown gross of taxes. |
(2) | Includes R$6,251 related to the time value of the foreign exchange option contracts, and R$6,178 related to the time value of the commodity options contracts. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 104 |
Income for the period | Consolidated | |||||||||||||
12.31.19 | Note | Exposure | Hedge accounting | Foreign Exchange | Commodities | Interest Rate | Total | |||||||
Net Sales | 33,465,194 | - | - | 33,465,194 | ||||||||||
Derivatives result | Operating Results | Cash flow | (18,214) | - | - | (18,214) | ||||||||
Net Revenue | 26 | 33,446,980 | - | - | 33,446,980 | |||||||||
Cost of Sales | - | (25,339,804) | - | (25,339,804) | ||||||||||
Derivatives result | Operating Results | Cash flow / Fair value | - | (30,238) | - | (30,238) | ||||||||
Cost of Sales | - | (25,370,042) | - | (25,370,042) | ||||||||||
Interests on loans and borrowings | - | - | (1,516,677) | (1,516,677) | ||||||||||
Interest Rate Derivatives result | Interest expenses | Cash flow | - | - | 5,173 | 5,173 | ||||||||
Foreign Exchange variation on assets and liabilities | 100,480 | - | - | 100,480 | ||||||||||
Foreign Exchange Derivatives result | Financial Position | Not designated | (178,523) | - | - | (178,523) | ||||||||
Effects on Financial Result | 28 | (78,043) | - | (1,511,504) | (1,589,547) | |||||||||
Other Comprehensive Income | Consolidated | |||||||||||||
12.31.19 | Exposure | Hedge accounting | Foreign Exchange | Commodities | Interest Rate | Total | ||||||||
Derivative Instruments - current | Operating Results | Cash flow | 46,110 | (14,056) | - | 32,054 | ||||||||
Non-derivative Instruments – non-current | Operating Results | Cash flow | 23,328 | - | - | 23,328 | ||||||||
Non-derivative Instruments - non-current | Foreign investments | Net investment | (66,818) | - | - | (66,818) | ||||||||
Other Comprehensive Income (1) | 2,620 | (14,056) | - | (11,436) | ||||||||||
Statement of financial position | Consolidated | |||||||||||||
12.31.19 | Note | Exposure | Hedge accounting | Foreign Exchange | Commodities | Interest Rate | Total | |||||||
Designated derivatives | Operating Results | Cash flow / Fair value | 93,312 | (23,638) | - | 69,674 | ||||||||
Not designated derivatives | Financial Position | Not designated | 22,026 | - | - | 22,026 | ||||||||
Asset / (Liability) net | 115,338 | (23,638) | - | 91,700 | ||||||||||
Derivative Instruments - current | Operating Results | Cash flow | 76,835 | (40,445) | - | 36,390 | ||||||||
Non-derivative Instruments - non-current | Operating Results | Cash flow | (576,877) | - | - | (576,877) | ||||||||
Non-derivative Instruments - non-current | Foreign investments | Net investment | (66,818) | - | - | (66,818) | ||||||||
Other Comprehensive Income (1) | (566,860) | (40,445) | - | (607,305) | ||||||||||
Derivatives result | Operating Results | Cash flow / Fair value | - | 47,374 | - | 47,374 | ||||||||
Inventories | 7 | - | 47,374 | - | 47,374 |
(1) | All effects are shown gross of taxes. |
In the Statement of Cash Flows, the effect of the derivative financial instruments designated as hedge accounting is presented in the line item in which the hedged object is recorded. For the instruments not designated, the effects are presented in the Derivative Financial Instruments line item.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 105 |
Summarized financial position of derivative financial instruments:
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Asset | |||||||
Designated as hedge accounting | |||||||
Currency derivatives | 177,208 | 166,729 | 177,208 | 166,729 | |||
Commodities derivatives | 125,304 | 25,191 | 125,304 | 25,191 | |||
Not designated as hedge accounting | |||||||
Currency derivatives | 59,037 | 51,811 | 75,478 | 53,395 | |||
361,549 | 243,731 | 377,990 | 245,315 | ||||
Current assets | 361,315 | 193,740 | 377,756 | 195,324 | |||
Non-current assets | 234 | 49,991 | 234 | 49,991 | |||
Liabilities | |||||||
Designated as hedge accounting | |||||||
Currency derivatives | (81,650) | (73,417) | (81,650) | (73,417) | |||
Commodities derivatives | (269,361) | (48,829) | (269,361) | (48,829) | |||
Not designated as hedge accounting | |||||||
Currency derivatives | (13,610) | (29,479) | (20,036) | (31,369) | |||
Interest rate derivatives | (14,649) | - | (14,649) | - | |||
(379,270) | (151,725) | (385,696) | (153,615) | ||||
Current liabilities | (378,543) | (151,722) | (384,969) | (153,612) | |||
Non-current liabilities | (727) | (3) | (727) | (3) |
24.6. | Sensitivity analysis |
The Management understands that the most relevant risks that may affect the Company’s results are the volatility of commodities prices and foreign exchange rates. Currently the fluctuation of the interest rates does not affect significantly the Company’s results since Management has chosen to keep at fixed rates a considerable portion of its debts.
The amounts below represent the possible impacts (incremental results) of the hedging instruments and their respective hedged positions, considering situations of increase and decrease in the selected risk factors.
The information used in the preparation of the analysis is based on the position as of December 31, 2020, 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 assumptions used. Positive values indicate gains and negative values indicate losses.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 106 |
Scenario | ||||||||||||||
Exchange rate - Balance | Base | - 50% | - 25% | - 10% | + 10% | + 25% | + 50% | |||||||
USD | 5.1967 | 2.5984 | 3.8975 | 4.6770 | 5.7164 | 6.4959 | 7.7951 | |||||||
Monetary Assets and Liabilities | 2,891,741 | 1,445,871 | 578,348 | (578,348) | (1,445,871) | (2,891,741) | ||||||||
Derivative Instruments - Not designated | (2,678,513) | (1,339,257) | (535,703) | 535,703 | 1,339,257 | 2,678,513 | ||||||||
Net effect | 213,228 | 106,614 | 42,645 | (42,645) | (106,614) | (213,228) | ||||||||
EUR | 6.3935 | 3.1968 | 4.7951 | 5.7542 | 7.0329 | 7.9919 | 9.5903 | |||||||
Monetary Assets and Liabilities | 684,591 | 342,295 | 136,918 | (136,918) | (342,295) | (684,591) | ||||||||
Derivative Instruments - Not designated | (736,988) | (368,494) | (147,398) | 147,398 | 368,494 | 736,988 | ||||||||
Net effect | (52,397) | (26,199) | (10,480) | 10,480 | 26,199 | 52,397 | ||||||||
JPY | 0.0503 | 0.0252 | 0.0377 | 0.0453 | 0.0553 | 0.0629 | 0.0755 | |||||||
Monetary Assets and Liabilities | (77,886) | (38,943) | (15,577) | 15,577 | 38,943 | 77,886 | ||||||||
Derivative Instruments - Not designated | 62,925 | 31,463 | 12,585 | (12,585) | (31,463) | (62,925) | ||||||||
Net effect | (14,961) | (7,480) | (2,992) | 2,992 | 7,480 | 14,961 | ||||||||
RUB | 0.0698 | 0.0349 | 0.0524 | 0.0628 | 0.0768 | 0.0873 | 0.1047 | |||||||
Monetary Assets and Liabilities | (65,717) | (32,858) | (13,143) | 13,143 | 32,858 | 65,717 | ||||||||
Derivative Instruments - Not designated | 66,348 | 33,174 | 13,270 | (13,270) | (33,174) | (66,348) | ||||||||
Net effect | 631 | 316 | 127 | (127) | (316) | (631) | ||||||||
TRY | 0.7061 | 0.3531 | 0.5296 | 0.6355 | 0.7767 | 0.8826 | 1.0592 | |||||||
Monetary Assets and Liabilities | 51,616 | 25,808 | 10,323 | (10,323) | (25,808) | (51,616) | ||||||||
Derivative Instruments - Not designated | (141,926) | (70,963) | (28,385) | 28,385 | 70,963 | 141,926 | ||||||||
Net effect | (90,310) | (45,155) | (18,062) | 18,062 | 45,155 | 90,310 |
Scenario | ||||||||||||||
Exchange rate - Operating results | Base | - 50% | - 25% | - 10% | + 10% | + 25% | + 50% | |||||||
USD | 5.1967 | 2.5984 | 3.8975 | 4.6770 | 5.7164 | 6.4959 | 7.7951 | |||||||
Revenue in USD | (1,881,018) | (940,509) | (376,204) | 376,204 | 940,509 | 1,881,018 | ||||||||
NDF | 704,153 | 352,076 | 140,831 | (140,831) | (352,076) | (704,153) | ||||||||
Collar | 581,264 | 279,855 | 114,019 | (94,283) | (260,303) | (561,712) | ||||||||
Loans - Designated | 574,048 | 287,025 | 114,810 | (114,810) | (287,025) | (574,048) | ||||||||
Net effect | (21,553) | (21,553) | (6,544) | 26,280 | 41,105 | 41,105 |
Scenario | ||||||||||||||
Exchange rate - Operating results | Base | - 50% | - 25% | - 10% | + 10% | + 25% | + 50% | |||||||
USD | 5.1967 | 2.5984 | 3.8975 | 4.6770 | 5.7164 | 6.4959 | 7.7951 | |||||||
Cost of Sales | (530,044) | (265,022) | (106,009) | 106,009 | 265,022 | 530,044 | ||||||||
NDF | 530,044 | 265,022 | 106,009 | (106,009) | (265,022) | (530,044) | ||||||||
Net effect | - | - | - | - | - | - | ||||||||
Scenario | ||||||||||||||
Operating results - Commodities | Base (1) | - 50% | - 25% | - 10% | + 10% | + 25% | + 50% | |||||||
Soy Grain - CBOT | 475 | 238 | 356 | 428 | 523 | 594 | 713 | |||||||
Cost of Sales | (18,132) | (9,066) | (3,626) | 3,626 | 9,066 | 18,132 | ||||||||
NDF | 18,132 | 9,066 | 3,626 | (3,626) | (9,066) | (18,132) | ||||||||
Net effect | - | - | - | - | - | - | ||||||||
Soybean Meal - CBOT | 430 | 215 | 322 | 387 | 473 | 537 | 645 | |||||||
Cost of Sales | 52,458 | 26,229 | 10,492 | (10,492) | (26,229) | (52,458) | ||||||||
Collar | (3,267) | (1,126) | (97) | 753 | 2,038 | 4,180 | ||||||||
NDF | (48,363) | (24,181) | (9,673) | 9,673 | 24,181 | 48,363 | ||||||||
Net effect | 828 | 922 | 722 | (66) | (10) | 85 | ||||||||
Soybean Oil - CBOT | 770 | 385 | 578 | 693 | 847 | 963 | 1156 | |||||||
Cost of Sales | 17,020 | 8,510 | 3,404 | (3,404) | (8,510) | (17,020) | ||||||||
Collar | (1,775) | (488) | - | 450 | 1,222 | 2,509 | ||||||||
NDF | (14,714) | (7,357) | (2,943) | 2,943 | 7,357 | 14,714 | ||||||||
Net effect | 531 | 665 | 461 | (11) | 69 | 203 | ||||||||
Corn - CBOT | 184 | 92 | 138 | 165 | 202 | 230 | 276 | |||||||
Cost of Sales | (108,892) | (54,446) | (21,778) | 21,778 | 54,446 | 108,892 | ||||||||
NDF | 108,892 | 54,446 | 21,778 | (21,778) | (54,446) | (108,892) | ||||||||
Net effect | - | - | - | - | - | - | ||||||||
Corn - B3 | 1,199 | 600 | 899 | 1,079 | 1,319 | 1,499 | 1,799 | |||||||
Cost of Sales | (5,990) | (2,995) | (1,198) | 1,198 | 2,995 | 5,990 | ||||||||
Collar | 5,143 | 2,148 | - | (1,198) | (2,995) | (5,990) | ||||||||
Net effect | (847) | (847) | (1,198) | - | - | - |
(1) | Base price of each commodity in USD/ton, except for Corn – B3 denominated in R$/ton. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 107 |
24.7. | Financial instruments by category |
Parent company | |||||
12.31.20 | |||||
Amortized cost | Fair value through profit and loss | Total | |||
Assets | |||||
Cash and bank | 118,307 | - | 118,307 | ||
Cash equivalents | - | 3,757,832 | 3,757,832 | ||
Marketable securities | - | 327,559 | 327,559 | ||
Restricted cash | 24,358 | - | 24,358 | ||
Trade accounts receivable | 4,906,964 | 310,265 | 5,217,229 | ||
Other receivables | 86,404 | - | 86,404 | ||
Derivatives not designated | - | 59,037 | 59,037 | ||
Derivatives designated as hedge accounting (1) | - | 302,512 | 302,512 | ||
Liabilities | |||||
Trade accounts payable | (8,170,012) | - | (8,170,012) | ||
Supply chain finance | (1,452,637) | - | (1,452,637) | ||
Loans and borrowings (2) | (19,310,254) | - | (19,310,254) | ||
Derivatives not designated | - | (28,259) | (28,259) | ||
Derivatives designated as hedge accounting (1) | - | (351,011) | (351,011) | ||
(23,796,870) | 4,377,935 | (19,418,935) |
(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 borrowings are measured at amortized cost. Those designated as hedge accounting have their gains and losses also affecting shareholders’ equity. |
Parent company | |||||
12.31.19 | |||||
Amortized cost | Fair value through profit and loss | Total | |||
Assets | |||||
Cash and bank | 170,902 | - | 170,902 | ||
Cash equivalents | - | 1,198,078 | 1,198,078 | ||
Marketable securities | - | 411,885 | 411,885 | ||
Restricted cash | 296,294 | - | 296,294 | ||
Trade accounts receivable | 5,878,791 | 225,941 | 6,104,732 | ||
Other receivables | 120,234 | - | 120,234 | ||
Derivatives not designated | - | 51,811 | 51,811 | ||
Derivatives designated as hedge accounting | - | 191,920 | 191,920 | ||
Liabilities | |||||
Trade accounts payable | (5,283,109) | - | (5,283,109) | ||
Supply chain finance | (842,037) | - | (842,037) | ||
Loans and borrowings | (16,429,004) | - | (16,429,004) | ||
Derivatives not designated | - | (29,479) | (29,479) | ||
Derivatives designated as hedge accounting | - | (122,246) | (122,246) | ||
(16,087,929) | 1,927,910 | (14,160,019) |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 108 |
Consolidated | |||||||||
12.31.20 | |||||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||||
Equity instruments | Debt instruments | ||||||||
Assets | |||||||||
Cash and bank | 2,439,072 | - | - | - | 2,439,072 | ||||
Cash equivalents | - | - | - | 5,137,553 | 5,137,553 | ||||
Marketable securities | 287,504 | 42,029 | - | 329,202 | 658,735 | ||||
Restricted cash | 24,358 | - | - | - | 24,358 | ||||
Trade accounts receivable | 3,789,616 | - | - | 310,265 | 4,099,881 | ||||
Other receivables | 86,404 | - | - | - | 86,404 | ||||
Derivatives not designated | - | - | - | 75,478 | 75,478 | ||||
Derivatives designated as hedge accounting (1) | - | - | - | 302,512 | 302,512 | ||||
Liabilities | |||||||||
Trade accounts payable | (9,009,987) | - | - | - | (9,009,987) | ||||
Supply chain finance | (1,452,637) | - | - | - | (1,452,637) | ||||
Loans and borrowings (2) | (22,404,426) | - | - | - | (22,404,426) | ||||
Derivatives not designated | - | - | - | (34,685) | (34,685) | ||||
Derivatives designated as hedge accounting (1) | - | - | - | (351,011) | (351,011) | ||||
Written option– business combination | - | - | - | (185,401) | (185,401) | ||||
(26,240,096) | 42,029 | - | 5,583,913 | (20,614,154) |
(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 borrowings are measured at amortized cost. Those designated as hedge accounting have their gains and losses also affecting shareholders’ equity. |
Consolidated | |||||||||
12.31.19 | |||||||||
Amortized cost | Fair value through other comprehensive income | Fair value through profit and loss | Total | ||||||
Equity instruments | Debt instruments | ||||||||
Assets | |||||||||
Cash and bank | 2,289,787 | - | - | - | 2,289,787 | ||||
Cash equivalents | - | - | - | 1,947,998 | 1,947,998 | ||||
Marketable securities | 265,783 | 26,678 | 19,285 | 413,788 | 725,534 | ||||
Restricted cash | 296,294 | - | - | - | 296,294 | ||||
Trade accounts receivable | 2,811,902 | - | - | 225,941 | 3,037,843 | ||||
Other receivables | 123,877 | - | - | - | 123,877 | ||||
Derivatives not designated | - | - | - | 53,395 | 53,395 | ||||
Derivatives designated as hedge accounting | - | - | - | 191,920 | 191,920 | ||||
Liabilities | |||||||||
Trade accounts payable | (5,796,766) | - | - | - | (5,796,766) | ||||
Supply chain finance | (842,037) | - | - | - | (842,037) | ||||
Loans and borrowings | (18,620,279) | - | - | - | (18,620,279) | ||||
Derivatives not designated | - | - | - | (31,369) | (31,369) | ||||
Derivatives designated as hedge accounting | - | - | - | (122,246) | (122,246) | ||||
Written option– business combination | - | - | - | (706,920) | (706,920) | ||||
(19,471,439) | 26,678 | 19,285 | 1,972,507 | (17,452,969) |
24.8. | Fair value of financial instruments |
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:
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 109 |
» | Level 1 – Uses quoted prices (unadjusted) for identical instruments in active markets. In this category are classified investments in stocks, 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; |
» | Level 3 – Instruments for which significant inputs are non-observable. The Company has a financial liability arising from a put option written in the context of a business combination. |
The table below presents the overall classification of financial instruments measured at fair value by measurement hierarchy. For the year ended on December 31, 2020, there were no changes among the 3 levels of hierarchy.
Parent company | |||||||||||
12.31.20 | 12.31.19 | ||||||||||
Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||
Financial Assets | |||||||||||
Fair value through profit and loss | |||||||||||
Savings account and overnight | 102,336 | - | 102,336 | 70,515 | - | 70,515 | |||||
Term deposits | - | - | - | 254,583 | - | 254,583 | |||||
Bank deposit certificates | - | 3,650,812 | 3,650,812 | - | 869,473 | 869,473 | |||||
Financial treasury bills | 312,515 | - | 312,515 | 396,994 | - | 396,994 | |||||
Investment funds | 19,728 | - | 19,728 | 18,398 | - | 18,398 | |||||
Trade accounts receivable | - | 310,265 | 310,265 | - | 225,941 | 225,941 | |||||
Derivatives | - | 361,549 | 361,549 | - | 243,731 | 243,731 | |||||
Financial Liabilities | |||||||||||
Fair value through profit and loss | |||||||||||
Derivatives | - | (379,270) | (379,270) | - | (151,725) | (151,725) | |||||
434,579 | 3,943,356 | 4,377,935 | 740,490 | 1,187,420 | 1,927,910 |
Consolidated | |||||||||||||||
12.31.20 | 12.31.19 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||
Financial Assets | |||||||||||||||
Fair value through other comprehensive income | |||||||||||||||
Credit linked notes | - | - | - | - | 19,285 | - | - | 19,285 | |||||||
Stocks | 42,029 | - | - | 42,029 | 26,678 | - | - | 26,678 | |||||||
Fair value through profit and loss | |||||||||||||||
Savings account and overnight | 1,220,232 | - | - | 1,220,232 | 689,874 | - | - | 689,874 | |||||||
Term deposits | 250,189 | - | - | 250,189 | 374,859 | - | - | 374,859 | |||||||
Bank deposit certificates | - | 3,662,448 | - | 3,662,448 | - | 879,758 | - | 879,758 | |||||||
Financial treasury bills | 312,515 | - | - | 312,515 | 396,994 | - | - | 396,994 | |||||||
Investment funds | 21,371 | - | - | 21,371 | 20,301 | - | - | 20,301 | |||||||
Trade accounts receivable | - | 310,265 | - | 310,265 | - | 225,941 | - | 225,941 | |||||||
Derivatives | - | 377,990 | - | 377,990 | - | 245,315 | - | 245,315 | |||||||
Financial Liabilities | |||||||||||||||
Fair value through profit and loss | |||||||||||||||
Derivatives | - | (385,696) | - | (385,696) | - | (153,615) | - | (153,615) | |||||||
Written option– business combination | - | - | (185,401) | (185,401) | - | - | (706,920) | (706,920) | |||||||
1,846,336 | 3,965,007 | (185,401) | 5,625,942 | 1,527,991 | 1,197,399 | (706,920) | 2,018,470 |
Except for the items set forth below, the fair value of all other financial instruments is approximate to their book value. The fair value of the bonds set forth below is based in prices observed in active markets, level 1 of the fair value hierarchy, while the debentures are based in level 2 and are measured by discounted cash flows.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 110 |
Parent company and Consolidated | ||||||||||||
12.31.20 | 12.31.19 | |||||||||||
Currency | Maturity | Book value | Fair value | Book value | Fair value | |||||||
BRF S.A. | ||||||||||||
BRF SA BRFSBZ 5 7/8 | USD | 2022 | (367,714) | (389,611) | (435,934) | (460,606) | ||||||
BRF SA BRFSBZ 4 3/4 | USD | 2024 | (1,538,086) | (1,659,891) | (2,086,169) | (2,191,726) | ||||||
BRF SA BRFSBZ 3.95 | USD | 2023 | (1,207,468) | (1,275,598) | (1,370,446) | (1,427,754) | ||||||
BRF SA BRFSBZ 2 3/4 | EUR | 2022 | (1,081,404) | (1,105,478) | (1,492,653) | (1,559,476) | ||||||
BRF SA BRFSBZ 4 7/8 | USD | 2030 | (3,951,539) | (4,333,054) | (3,022,773) | (3,160,573) | ||||||
BRF SA BRFSBZ 5 3/4 | USD | 2050 | (4,106,115) | (4,705,851) | - | - | ||||||
Debenture - 1st Issue | BRL | 2026 | (771,138) | (778,016) | (755,760) | (832,213) | ||||||
Debenture - 2nd Issue | BRL | 2030 | (2,250,867) | (2,225,796) | - | - | ||||||
Parent company | (15,274,331) | (16,473,295) | (9,163,735) | (9,632,348) | ||||||||
BRF GmbH | ||||||||||||
BRF SA BRFSBZ 4.35 | USD | 2026 | (2,577,667) | (2,779,574) | (1,999,509) | (2,101,175) | ||||||
Consolidated | (17,851,998) | (19,252,869) | (11,163,244) | (11,733,523) |
24.8.1. | Level 3 measurement |
The Company holds a financial liability arising from a put option written in the context of a business combination. This option gives the non-controlling shareholder the right to sell its equity stake in the subsidiary for an amount equivalent, in Turkish Liras, to a multiple of the Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) of the economic group of this subsidiary in the last 12 months prior to the exercise. The exercise period is comprised of the six-month period beginning on May 25, 2021. This liability is measured at fair value using internal assumptions regarding the results of that economic group.
The effects of the subsequent measurement resulted in a gain in financial results of R$579,946 in the year ended on December 31, 2020 (loss of R$189,816 in the year ended on December 31, 2019), as per note 28.
The Company assessed the unobservable inputs used in the determination of the fair value of this instrument and observed that the premise which causes relevant impact is the expected EBITDA of the economic group object of the option. The other unobservable inputs, e.g. net debt, when submitted to the analysis have not shown relevant impacts on the fair value of the option. Below, 4 scenarios with the correspondent fair value of option are presented:
Scenario | ||||||||||
- 50% | - 25% | Base | + 25% | + 50% | ||||||
Written option (business combination) | (88,528) | (136,965) | (185,401) | (233,837) | (282,274) |
25. | SEGMENT INFORMATION |
The operating segments are reported consistently with the management reports provided to the main strategic and operational decision makers for assessing the performance of each segment and allocation of resources. The operating segments information is prepared considering three reportable segments, being: Brazil, International and Other Segments.
The operating segments include the sales of all distribution channels and are subdivided according to the nature of the products, for which the characteristics are described below:
» | Poultry: production and sale of whole poultry and in-natura cuts. |
» | Pork and others: 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 comprised of commercialization and development of animal nutrition ingredients, human nutrition, plant nutrition (fertilizers) and health care (health and wellness), as well as commercialization of agricultural products.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 111 |
The items not allocated to the segments are presented as Corporate and refer to relevant events not attributable to the operating segments.
The net sales for each reportable operating segment is set forth below:
Consolidated | ||||
Net sales | 12.31.20 | 12.31.19 | ||
Brazil | ||||
In-natura | 5,014,250 | 4,635,597 | ||
Poultry | 3,738,560 | 3,692,377 | ||
Pork and other | 1,275,690 | 943,220 | ||
Processed | 15,944,162 | 12,808,408 | ||
Other sales | 26,707 | 45,474 | ||
20,985,119 | 17,489,479 | |||
International | ||||
In-natura | 14,570,620 | 12,605,846 | ||
Poultry | 12,246,499 | 11,262,954 | ||
Pork and other | 2,324,121 | 1,342,892 | ||
Processed | 2,366,204 | 2,119,918 | ||
Other sales | 303,370 | 173,630 | ||
17,240,194 | 14,899,394 | |||
Other segments | 1,244,387 | 1,058,107 | ||
39,469,700 | 33,446,980 |
The income (loss) before financial results for each segment and for Corporate is set forth below:
Consolidated | ||||
12.31.20 | 12.31.19 | |||
Brazil | 2,081,150 | 1,818,813 | ||
International | 1,100,212 | 1,275,285 | ||
Other segments | 197,233 | 109,138 | ||
Sub total | 3,378,595 | 3,203,236 | ||
Corporate | (531,802) | (250,463) | ||
2,846,793 | 2,952,773 |
The composition of the main effects not allocated to the operating segments and presented as Corporate is set forth below:
Consolidated | ||||
Corporate | 12.31.20 | 12.31.19 | ||
Investigations involving the Company (note 1.2) | (28,004) | (79,208) | ||
Agreement - Class Action (note 1.3) | (204,436) | - | ||
Tax and civil contingencies | (109,088) | (63,228) | ||
Expenses COVID-19 (1) | (81,562) | - | ||
Results with disposal of businesses | (29,471) | 3,234 | ||
Results with sale and disposal of fixed assets | (28,178) | (14,642) | ||
Expenses with demobilization | (16,494) | (39,281) | ||
Impairment of investments | (62,006) | (21,751) | ||
Restructuring plan | (58) | (14,460) | ||
Other (2) | 27,495 | (21,127) | ||
(531,802) | (250,463) |
(1) | Mainly comprised of donations in Brazil, consultants and expenses with health and safety, which are not associated with the business segments. |
(2) | For the year ended on December 31, 2019, it includes the expense of R$19,045 in favor of the Municipality of Lucas do Rio Verde, arising from the housing incentive program for employees. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 112 |
No customer individually or in aggregate (economic group) accounted for more than 5% of net sales for the year ended on December 31, 2020 and 2019.
The goodwill arising from business combinations and the intangible assets with indefinite useful life (trademarks) were allocated to the reportable operating segments, considering the economic benefits generated by such intangible assets. The allocation of these intangible assets is presented below:
Consolidated | |||||||||||
Goodwill | Trademarks | Total | |||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||
Brazil | 1,151,498 | 1,151,498 | 982,478 | 982,478 | 2,133,976 | 2,133,976 | |||||
International | 1,784,079 | 1,562,104 | 345,260 | 339,784 | 2,129,339 | 1,901,888 | |||||
2,935,577 | 2,713,602 | 1,327,738 | 1,322,262 | 4,263,315 | 4,035,864 |
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 management, which makes investment decisions and determine allocation of resources based on information about the consolidated assets.
26. | NET SALES |
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Gross sales | |||||||
Brazil | 26,017,981 | 21,645,253 | 26,017,981 | 21,645,253 | |||
International | 10,498,363 | 10,314,884 | 18,514,099 | 16,191,795 | |||
Other segments | 1,329,579 | 1,154,989 | 1,378,344 | 1,167,463 | |||
37,845,923 | 33,115,126 | 45,910,424 | 39,004,511 | ||||
Sales deductions | |||||||
Brazil | (5,032,862) | (4,155,774) | (5,032,862) | (4,155,774) | |||
International | (103,382) | (111,518) | (1,273,905) | (1,292,401) | |||
Other segments | (126,543) | (101,767) | (133,957) | (109,356) | |||
(5,262,787) | (4,369,059) | (6,440,724) | (5,557,531) | ||||
Net sales | |||||||
Brazil | 20,985,119 | 17,489,479 | 20,985,119 | 17,489,479 | |||
International | 10,394,981 | 10,203,366 | 17,240,194 | 14,899,394 | |||
Other segments | 1,203,036 | 1,053,222 | 1,244,387 | 1,058,107 | |||
32,583,136 | 28,746,067 | 39,469,700 | 33,446,980 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 113 |
27. | OTHER OPERATING INCOME (EXPENSES), NET |
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Recovery of expenses (1) | 407,690 | 1,291,920 | 408,161 | 1,293,623 | |||
Provision reversal | 73,315 | 16,633 | 73,361 | 16,638 | |||
Scrap sales | 11,936 | 11,350 | 12,204 | 12,494 | |||
Provision for civil and tax risks (2) | (67,264) | (395,223) | (68,295) | (395,389) | |||
Other employees benefits | (27,741) | (11,042) | (27,741) | (13,500) | |||
Insurance claims costs | (14,196) | (21,646) | (8,762) | (19,830) | |||
Gains (losses) on the disposal of non-financial assets | (29,287) | (4,679) | (40,220) | (10,786) | |||
Employee participation and bonuses | (235,195) | (213,317) | (283,065) | (269,755) | |||
Demobilization expenses | (21,445) | (40,817) | (19,988) | (48,251) | |||
Expected credit losses in other receivables | (1,016) | - | (989) | - | |||
Impairment of investments | - | - | (62,090) | (21,751) | |||
Other (3) | (281,983) | (129,181) | (236,754) | (114,673) | |||
(185,186) | 503,998 | (254,178) | 428,820 |
(1) | Includes recovery of taxes in the amount of R$293,789 for the year ended on December 31, 2020, mainly referring to PIS and COFINS taxes on marketing, rebates and benefit expenses. Additionally, are included the effects of the final decision related to exclusion of ICMS from the PIS and COFINS calculation basis from Eleva in the amount of R$40,086 (note 9). For the year ended on December 31, 2019, includes the effects of the final decision related to the exclusion of ICMS from the PIS and COFINS calculation base of R$1,185,386. |
(2) | For the year ended on December 31, 2019, includes the effects of the tax contingency on ICMS credit in the basic food basket products of R$358,935. |
(3) | Includes cost with investigations (note 1.2) and expenses with class action agreement (note 1.3) in the first quarter of 2020. |
28. | FINANCIAL INCOME (EXPENSES), NET |
Parent company | Consolidated | ||||||||
Note | 12.31.20 | 12.31.19 (1) | 12.31.20 | 12.31.19 (1) | |||||
Financial income | 371,496 | 1,246,368 | 420,757 | 1,304,187 | |||||
Interest on cash and cash equivalents | 4 | 100,225 | 121,985 | 119,068 | 145,193 | ||||
Income with marketable securities | 5 | 25,205 | 82,057 | 54,094 | 115,130 | ||||
Fair value throught other comprehensive income | - | - | 538 | 630 | |||||
Fair value throught profit and loss | 9,115 | 21,087 | 8,771 | 21,065 | |||||
Amortized cost | 16,090 | 60,970 | 44,785 | 93,435 | |||||
Interest on recoverable taxes (2) | 9 | 204,933 | 1,027,582 | 205,066 | 1,027,835 | ||||
Interest on other assets | 41,133 | 14,744 | 42,529 | 16,029 | |||||
Financial expenses | (2,568,149) | (2,838,637) | (1,889,454) | (3,096,716) | |||||
Interests on loans and borrowings | 15 | (1,375,915) | (1,349,503) | (1,545,825) | (1,516,677) | ||||
Interest with related parties | 30 | (345,133) | (172,863) | - | - | ||||
Interest on contingencies (3) | 21 | (42,641) | (573,588) | (42,641) | (574,432) | ||||
Interest on leases | 18 | (190,844) | (182,414) | (207,598) | (199,276) | ||||
Interest on actuarial liabilities | (28,084) | (48,089) | (33,549) | (49,900) | |||||
Interest on other liabilities | 9,224 | (23,603) | 11,412 | (2,447) | |||||
Written option - Business combination (4) | - | - | 579,946 | (189,816) | |||||
Adjustment to present value | 6 and 16 | (417,780) | (304,212) | (418,234) | (305,190) | ||||
Other | (176,976) | (184,365) | (232,965) | (258,978) | |||||
Monetary, exchange and derivative results, net | (4,221,192) | (671,308) | (230,298) | (72,870) | |||||
Exchange rate variation on monetary assets and liabilities | (5,153,490) | (552,059) | (1,179,236) | 100,480 | |||||
Derivative results | 932,298 | (119,249) | 948,938 | (173,350) | |||||
(6,417,845) | (2,263,577) | (1,698,995) | (1,865,399) |
(1) | Due to the significant increase in the effects of exchange variations and results of derivatives in 2020, the Company begun to group such results in a line item separate from other financial income and expenses. Therefore, the comparative period was restated for comparability. |
(2) | The following effects are included: the final decision related to the exclusion of ICMS from the PIS and COFINS calculation basis from Eleva in the amount of R$58,979 for the year ended on December 31, 2020 (R$893,224 for the year ended on December 31, 2019 related to Sadia and BRF cases). |
(3) | For the year ended on December 31, 2019, the effect includes the tax contingency on ICMS credit in the basic food basket products of R$390,242. |
(4) | Refers to the measurement of the written option recorded from business combination (note 24.8.1). The behavior of the results of the economic group of the referred subsidiary resulted in a reduction of the liability with the corresponding increase in financial results in the year ended on December 31, 2020. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 114 |
29. | STATEMENT OF INCOME BY NATURE |
The Company discloses its statement of income by function and thus presents below the details by nature:
Parent company | Consolidated | ||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||
Costs of sales | |||||||
Raw materials and supplies (1) | 18,068,942 | 15,232,584 | 21,619,848 | 17,665,346 | |||
Salaries and employees benefits | 3,975,219 | 3,566,863 | 4,046,054 | 3,618,779 | |||
Depreciation | 1,714,668 | 1,662,310 | 1,873,422 | 1,787,506 | |||
Amortization | 60,842 | 72,661 | 123,270 | 126,953 | |||
Others | 2,407,612 | 2,212,908 | 2,336,228 | 2,171,458 | |||
26,227,283 | 22,747,326 | 29,998,822 | 25,370,042 | ||||
Sales expenses | |||||||
Indirect and direct logistics expenses | 2,202,889 | 1,860,703 | 2,531,506 | 2,133,894 | |||
Marketing | 467,252 | 438,112 | 632,870 | 558,043 | |||
Salaries and employees benefits | 1,116,237 | 1,111,224 | 1,443,117 | 1,369,277 | |||
Depreciation | 148,543 | 114,807 | 217,732 | 196,143 | |||
Amortization | 63,386 | 65,201 | 91,683 | 87,423 | |||
Others | 407,251 | 400,801 | 670,580 | 566,886 | |||
4,405,558 | 3,990,848 | 5,587,488 | 4,911,666 | ||||
Administrative expenses | |||||||
Salaries and employees benefits | 213,598 | 182,727 | 352,212 | 298,368 | |||
Fees | 54,739 | 50,349 | 54,739 | 50,349 | |||
Depreciation | 31,856 | 17,297 | 47,682 | 26,064 | |||
Amortization | 37,370 | 20,074 | 40,589 | 26,485 | |||
Others | 169,977 | 139,404 | 275,060 | 214,417 | |||
507,540 | 409,851 | 770,282 | 615,683 |
(1) | For the year ended on December 31, 2020, includes tax recoveries in the amount of R$ 56,221 (null in the same periods of the previous year) mainly relating to social security contributions on labor benefits. Additionally, it includes increase in the fair value of forests in the amount of R$ 21,711 in the year ended on December 31, 2020 (reduction of R$28,122 in the year ended on December 31, 2019). |
The Company incurred in expenses with internal research and development of new products of R$65,168 for the year ended on December 31, 2020 in the parent company and in the consolidated (R$67,846 in the parent company and in the consolidated in the same period of the previous year).
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 115 |
30. | RELATED PARTIES |
In the normal course of business, rights and obligations arise between related parties, resulting from transactions of sale and purchase of products, as well as from financial operations.
The Company holds a Related Parties Transactions Policy, which was reviewed and approved by the Board of Directors and applies to all subsidiaries of the group.
The policy mentioned above provides the conditions that must be observed for the realization of a transaction between related parties, as well as establishes approval hierarchies according to the value and nature of the transactions involved. The policy also foresees situations of conflict of interests and how they must be conducted.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 116 |
30.1. | Transactions and balances with the Parent Company |
The balances of the transactions with related parties recorded in the statement of financial position of the Parent Company are as follows:
Accounts receivable | Dividends and interest on shareholders' equity receivable | Loans | Trade accounts payable | Other rights | Advances and other liabilities | ||||||||||||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||||||||
Al-Wafi Food Products Factory LLC | - | - | - | - | - | - | - | - | - | 30 | - | (927) | |||||||||||
Banvit | - | - | - | - | - | - | - | - | 190 | 1,094 | - | - | |||||||||||
BRF Energia S.A. | - | - | - | - | - | - | (13,063) | (6,376) | - | - | - | - | |||||||||||
BRF Foods GmbH | 799,571 | 833,062 | - | - | - | - | - | - | 54 | 1,296 | (56) | (1,733) | |||||||||||
BRF Foods LLC | - | - | - | - | - | - | - | - | 501 | 466 | (2) | (2) | |||||||||||
BRF Global GmbH | 2,319,292 | 3,843,949 | - | - | - | - | - | - | - | - | (7,095,587) | (1) | (4,049,636) | ||||||||||
BRF GmbH | - | - | - | - | - | - | - | - | 995 | 1,520 | (1,845,759) | (2) | (1,311,123) | ||||||||||
BRF Pet S.A. | 6,228 | 800 | - | - | - | - | (37) | (16) | 480 | 167 | - | - | |||||||||||
Establecimiento Levino Zaccardi y Cia. S.A. | - | - | - | - | 315 | 234 | - | - | - | - | - | - | |||||||||||
Federal Foods Qatar | - | - | - | - | - | - | - | - | - | - | - | (141) | |||||||||||
FFM Further | - | - | - | - | - | - | - | - | - | 70 | - | - | |||||||||||
Highline International Ltd. | - | - | - | - | - | - | - | - | - | - | - | (7,351) | |||||||||||
One Foods Holdings | - | - | - | - | - | - | - | - | - | 5,662 | - | - | |||||||||||
Perdigão International Ltd. | - | - | - | - | - | - | - | - | - | - | - | (905,550) | |||||||||||
PSA Laboratório Veterinário Ltda. | - | - | - | 396 | - | - | - | - | - | - | - | - | |||||||||||
Sadia Alimentos S.A. | - | - | - | - | - | - | - | - | - | - | (3,069) | (11,159) | |||||||||||
Sadia Chile S.A. | 114,742 | 99,095 | - | - | - | - | - | - | 3 | - | - | - | |||||||||||
Sadia International Ltd. | - | - | - | - | - | - | - | - | - | - | (18,990) | - | |||||||||||
Sadia Uruguay S.A. | 5,743 | 3,096 | - | - | - | - | - | - | - | - | (38,823) | (36,598) | |||||||||||
VIP S.A. Empreendimentos e Partic. Imob. | - | - | 10 | 22 | - | - | - | - | - | - | - | - | |||||||||||
Total | 3,245,576 | 4,780,002 | 10 | 418 | 315 | 234 | (13,100) | (6,392) | 2,223 | 10,305 | (9,002,286) | (6,324,220) |
(1) | The amount corresponds to export pre-payments, usual operation between the productive units in Brazil with the wholly-owned subsidiaries that operate as trading companies in the international market. |
(2) | BRF S.A. performs reimbursement to certain subsidiaries for losses incurred in the normal course of their operations, generating liabilities recorded as Other Obligations with Related Parties. |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 117 |
Sales | Financial results, net | Purchases | |||||||||
12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | 12.31.20 | 12.31.19 | ||||||
Avex S.A. | - | 1,439 | - | - | - | - | |||||
BRF Energia S.A. | - | - | - | - | (249,759) | (229,874) | |||||
BRF Foods GmbH | 179,656 | 166,924 | - | - | - | - | |||||
BRF Global GmbH | 11,150,215 | 9,720,724 | (290,627) | (114,883) | - | - | |||||
BRF Pet S.A. | 5,650 | 2,885 | - | - | (62) | (39) | |||||
Campo Austral | - | 1,448 | - | - | - | - | |||||
Establecimiento Levino Zaccardi y Cia. S.A. | - | - | 14 | 2 | - | - | |||||
Perdigão International Ltd. | - | - | (51,939) | (52,397) | - | - | |||||
Sadia Alimentos S.A. | - | - | (447) | (1,200) | - | - | |||||
Sadia Chile S.A. | 136,063 | 69,662 | - | - | - | (46) | |||||
Sadia Uruguay S.A. | 53,041 | 40,522 | (2,134) | (4,385) | - | - | |||||
Total | 11,524,625 | 10,003,604 | (345,133) | (172,863) | (249,821) | (229,959) |
The subsidiaries of the Company enter into loan agreements pursuant its cash management strategy. As of December 31, 2020, the balance of these transactions was R$2,116,463 (R$1,808,320 as of December 31, 2019) with a weighted average rate of 3.01% p.a. (4.43% p.a. as of December 31, 2019).
30.2. | Other Related Parties |
The Company has made contributions related to the post-employment benefit plans of its employees to BRF Previdência, which holds these plans (note 20). Additionally, the Company leased properties owned by BRF Previdência, and for the year ended on December 31, 2020, the total amount of lease payments was R$19,528 (R$18,200 for the year ended on December 31, 2019).
The Company maintains other transactions with related parties resulting from guarantees, transferences and donations to related associations and institutes, as well as leasing and other commercial transactions with related people and entities. Such transactions are compliant with the Related Party Transactions Policy and are not relevant, individually or in aggregate.
30.3. | Management remuneration |
The total remuneration and benefits expense with board members, statutory directors and the head of internal audit are set forth below:
Consolidated | |||
12.31.20 | 12.31.19 | ||
Salary and profit sharing | 67,814 | 59,589 | |
Short term benefits (1) | 2,777 | 257 | |
Private pension | 1,323 | 893 | |
Post-employment benefits | - | 125 | |
Termination benefits | 8,417 | 16,275 | |
Share-based payment | 17,397 | 12,052 | |
97,728 | 89,191 |
(1) | Comprises: medical assistance, educational expenses and others. |
In addition, the executive officers (non-statutory) received among remuneration and benefits the total amount of R$20,319 for the year ended on December 31, 2020 (R$30,375 in the same period of the previous year).
31. | GOVERNMENT GRANTS |
The Company has tax benefits related to ICMS for investments granted by the governments of states as follows: Programa de Desenvolvimento Industrial e Comercial de Mato Grosso (“PRODEIC”), Programa de Desenvolvimento do Estado de Pernambuco (“PRODEPE”) and Fundo de Participação e Fomento à Industrialização do Estado de Goiás (“FOMENTAR”). Such incentives are directly associated to the manufacturing facilities operations, job generation and to the economic and social development.
On December 31, 2020, this incentive totaled R$153,762 (R$188,610 as of December 31, 2019).
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 118 |
32. | 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 | |||
12.31.20 | 12.31.20 | |||
Current | 5,046,504 | 5,293,415 | ||
Non-current | 1,409,922 | 1,504,551 | ||
2022 | 341,648 | 401,777 | ||
2023 | 251,299 | 271,022 | ||
2024 | 237,266 | 244,654 | ||
2025 | 168,593 | 175,982 | ||
2026 onwards | 411,116 | 411,116 | ||
6,456,426 | 6,797,966 |
33. | INSURANCE COVERAGE – CONSOLIDATED |
The Company’s policy for insurances considers the concentration and relevance of the risks identified in its risk management program. Thus, according to Managements understanding, the contracted insurance coverage is adequate to the entity’s size and nature of activities being sufficient to cover eventual damages. The Company also takes into consideration orientations provided by its advisors.
12.31.20 | ||||
Assets covered | Coverage | Amount of coverage | ||
Operational risks | Coverage against damage to buildings, facilities, inventory, machinery and equipment, loss of profits. | 4,472,077 | ||
Transport of goods | Coverage of goods in transit and in inventories. | 628,760 | ||
Civil responsability | Third party complaints. | 415,736 |
Each legal entity has its own coverages, which are not complementary.
34. | TRANSACTIONS THAT DO NOT INVOLVE CASH |
The following transactions did not involve cash or cash equivalents during the year ended on December 31, 2020:
(i) | Capitalized loan interest: as referred in note 13. |
(ii) | Addition of lease by right-of-use assets and respective lease liability: for the year ended on December 31, 2020, amounted to R$429,704 in the parent company and R$560,088 in the consolidated (R$2,514,570 in the parent company and R$2,775,168 in the consolidated in the year ended December 31, 2019). |
35. | EVENTS AFTER THE REPORTING PERIOD |
35.1. | Acquisition in Saudi Arabia |
On May 7, 2020 the Company’s wholly-owned subsidiary Badi Limited executed a share purchase agreement with Hungry Bunny Limited and others, establishing the terms and conditions for the acquisition of 100% of the capital stock of Joody Al Sharqiya Food Production Factory, a food processing company in Saudi Arabia. The transaction was concluded on January 18, 2021, after the satisfaction of conditions precedent, for an amount equivalent to R$41,620 (SAR29,793) paid in cash, with a preliminary goodwill of R$12,684 (SAR9,013) and from this date, the Joody Al Sharqiya Food Production Factory has become a wholly-owned subsidiary of Badi Limited.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 119 |
36. | APPROVAL OF THE FINANCIAL STATEMENTS |
The financial statements were approved and the issuance authorized by the Board of Directors on February 25, 2021.
BOARD OF DIRECTORS | |
Chairman (Independent) | Pedro Pullen Parente |
Vice-Chairman (Independent) | Augusto Marques da Cruz Filho |
Independent Member | Dan Ioschpe |
Independent Member | Flavia Buarque de Almeida |
Independent Member | Flavia Maria Bittencourt |
Non-Independent Member | Ivandré Motiel da Silva |
Independent Member | José Luiz Osório de Almeida Filho |
Independent Member | Luiz Fernando Furlan |
Independent Member | Marcelo Feriozzi Bacci |
Independent Member | Roberto Rodrigues |
FISCAL COUNCIL | |
Chairman | Attílio Guaspari |
Member | Maria Paula Soares Aranha |
Member | André Vicentini |
AUDIT AND INTEGRITY COMMITTEE | |
Comittee Coordinator (Independent) | Augusto Marques da Cruz Filho |
Non-Independent Member | Ivandré Motiel da Silva |
Independent Member | Marcelo Feriozzi Bacci |
External Member | Valmir Pedro Rossi |
External Member | Jerônimo Antunes |
BOARD OF EXECUTIVE OFFICERS | |
Global Chief Executive Officer | Lorival Nogueira Luz Júnior |
Chief Financial and Investor Relations Officer | Carlos Alberto Bezerra de Moura |
Vice-President of Operations and Procurement | Vinícius Guimarães Barbosa |
Vice-President of Brazil Market | Sidney Rogério Manzaro |
Vice-President of People, Services and Technology | Alessandro Rosa Bonorino |
Vice-President of Quality and Research & Development | Neil Hamilton dos Guimarães Peixoto Jr. |
Vice-President of Integrated Planning and Logistics | Leonardo Campo Dallorto |
Marcos Roberto Badollato | Joloir Nieblas Cavichini |
Accounting Director | Accountant – CRC 1SP257406/O-5 |
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 120 |
COMENTARY ABOUT THE BEHAVIOR OF THE COMPANY’S PROJECTIONS
In the year ended on December 31, 2020, the Company's net leverage, as measured by the Net Debt / Adjusted EBITDA ratio, reached 2.73x.
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. On March 3, 2020 the Company revised the net leverage guidance to a range between 2.35 - 2.75x for the year of 2020. The net leverage reached this range with significant extension of the average term of the debt. Therefore, the Company decided not to issue any projections related to its debt.
On December 08, 2020, the management disclosed certain estimates and expectations in connection with the Company for the next ten years, including the following projections:
(a) Expectation to make investments of, approximately, R$ 55 billion within the next ten years, setting up a prudent net financial leverage limit (ratio between net debt and Adjusted EBITDA of the 12 prior months) up to three times;
(b) Period between 2021 and 2023: expectation to achieve a net revenue of approximately R$ 65 billion, with a growing EBITDA twice the size in comparison to the current one, considering the last 12 months ended September 30, 2020;
(c) Period between 2024 and 2026: growth expectation of the net revenue and of the EBITDA of approximately 2,5 times in relation to the current levels, considering the last 12 months ended September 30, 2020 and a revenue growth of more than 60% in the Brazilian market;
(d) Period between 2027 and 2030: expectation to reach a net revenue of more than R$ 100 billion and an EBTIDA growth of more than 3,5 times in relation to the current level, considering the last 12 months ended September 30, 2020, consistent EBITDA Margins above 15%, net margin of approximately 6% and return on invested capital (“ROIC”) of approximately 16%.
The projections disclosed above are mere forecast and reflect the current management’s expectation in relation to BRF’s future. Nevertheless, these projections depend on certain factors and market conditions that escape the Company’s control and, therefore, may differ in relation to numbers and results that will be effectively recorded by the Company.
BRF S.A. | 2020 AND 2019 FINANCIAL STATEMENTS | 121 |
INDEPENDENT AUDITORS’ REPORT ON INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS
(A free translation of the original report in Portuguese, as filed with the Brazilian Securities Commission (CVM), containing individual and consolidated financial statements prepared in accordance with accounting practices adopted in Brazil and in accordance with International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board – IASB)
To the Shareholders and Management of BRF S.A. Itajaí - SC |
Opinion |
We have audited the individual and consolidated financial statements of BRF S.A. (the Company), respectively referred to as parent company and consolidated, which comprise the statement of financial position as of December 31, 2020 and the statements of income (loss), comprehensive income (loss), changes in equity and cash flows for the year then ended, and the notes, comprising the significant accounting policies and other explanatory information. In our opinion, the accompanying financial statements present fairly, in all material respects, the individual and consolidated financial position of BRF S.A. as of December 31, 2020, and its individual and consolidated financial performance and its cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). |
Basis for opinion |
We conducted our audit in accordance with the Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of the individual and consolidated financial statements” section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical requirements included in the Brazilian Accountant’s Code of Professional Ethics and in the professional standards issued by the Brazilian Federal Accounting Council, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Emphasis of matter |
We draw attention to explanatory notes 1.2 to the financial statements, individual and consolidated, which describe the investigations involving the Company, as well as their current and potential developments. In the current stage of the investigations, 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 opinion is not modified in respect to this matter.
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Key audit matters | |
The key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon and therefore, we do not provide a separate opinion on these matters. | |
Realization of deferred tax and social contribution assets | |
See notes 3.8 e 10 to the individual and consolidated financial statements | |
Key Audit Matter | How the matter was addressed in our audit |
The deferred tax assets relate to tax losses, negative basis of social contribution and temporary differences. The estimate of probable future taxable profit is based on subjective judgments regarding prospective assumptions such as sales prices of the products, commodity costs, operating and administrative expenses and are recorded to the extent that the Company considers probable the generation of future taxable income against which the deferred tax assets will be realized. The process of estimating the recoverability of deferred tax assets involves high degree of judgment required in assessing the significant assumptions and the interpretation of tax laws that are considered in the forecast of future taxable income. For these reasons, we consider this matter as significant in our audit. | We evaluated the design, implementation and effectiveness of the key internal controls over estimate of probable future taxable profit relating to the recoverability of deferred taxes assets, including controls related to the determination of estimates used in the preparation and review of the business plan, budget, technical studies prepared by the Company. We involved corporate finance professionals, who assisted in: evaluating the main assumptions and methodology used in the Company’s forecast in the preparation of the future taxable income, especially those related to expectations of sales prices of the products, commodity costs, operating and administrative expenses and the consistency of these assumptions with the five-year strategic plan approved by the Board of Directors. We performed sensitivity analysis over the key assumptions to assess their impact on the Company’s forecast of the future taxable income. In addition, we involved tax professionals, who assisted in assessing the Company’s application of the tax laws and tax deductions considered in the Company’s projections of future taxable profit. We also evaluated the disclosures made in the individual and consolidated financial statements related to the expected realization of deferred tax assets. Based on the results of the procedures summarized above, we consider acceptable the balance of the deferred tax assets recognized and the respective disclosures, in the context of the individual and consolidated financial statements taken as a whole. |
Other matters – Statements of value added | |
The individual and consolidated statements of value added (DVA) for the year ended December 31, 2020, prepared under the responsibility of the Company’s management, and presented herein as supplementary information for IFRS purposes, have been subject to audit procedures performed with the audit of the Company's financial statements. In order to form our opinion, we assessed whether those statements are reconciled with the financial statements and accounting records, as applicable, and whether their format and contents are in accordance with criteria determined in the CPC 09 Technical Pronouncement - Statement of Value Added. In our opinion, the statements of value added have been fairly prepared, in all material respects, in accordance with the criteria determined by the aforementioned Technical Pronouncement, and are consistent with the individual and consolidated financial statements taken as a whole.
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Other information accompanying the individual and consolidated financial statements and the auditor's report |
Management is responsible for the other information comprising the management report. Our opinion on the individual and consolidated financial statements does not cover the management report and we do not express any form of assurance conclusion thereon. In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the management report and, in doing so, consider whether the management report is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement on the management report, we are required to report that fact. We have nothing to report in this regard. |
Responsibilities of Management and Those Charged with Governance for the Individual and Consolidated Financial Statements |
Management is responsible for the preparation and fair presentation of the individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the individual and consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company and its subsidiaries’ financial reporting process. |
Auditors’ responsibilities for the audit of the individual and consolidated financial statements |
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Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: – Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. – Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and its subsidiaries internal control. – Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. – Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern. – Evaluate the overall presentation, structure and content of the individual and consolidated financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. – Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the individual and consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit and, consequently, for the audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
São Paulo, February 25th, 2021
KPMG Auditores Independentes CRC 2SP014428/O-6 Original report in Portuguese signed by Fabian Junqueira Sousa Accountant CRC 1SP235639/O-0
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The Fiscal Council of BRF S.A., in fulfilling its statutory and legal duties, examined:
(i) | the financial statements (parent company and consolidated) for the fiscal year ended on December 31, 2020. |
(ii) | the Management Report; and |
(iii) | the report issued without qualification by KPMG Auditores Independentes on February 25, 2021; |
Based on the documents reviewed and the explanations provided, the members of the Fiscal Council, undersigned, issued the opinion that the financial statements and the management report are appropriately presented and in condition of appreciation by the Annual General Meeting.
São Paulo, February 25, 2021.
Attílio Guaspari
Chairman
Maria Paula Soares Aranha
Fiscal Council Member
André Vicentini
Fiscal Council Member
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SUMMARIZED ANNUAL REPORT OF THE AUDIT AND INTEGRITY COMMITTEE
Summary of the Audit Committee Activities in 2020
The current composition of the Audit and Integrity Committee was elected on April 30, 2020, pursuant to the meeting of the Board of Directors, and have been meeting monthly since the election, in ordinary and extraordinary meetings, in the total of nineteen meetings, and the main topics of discussion are described in the following paragraphs. The Audit and Integrity Committee met with the Fiscal Council in a reserved opportunity and has discussed the main issues monitored during the year in a monthly basis with the Board of Directors.
Issues discussed by the Audit and Integrity Committee
The meetings were attended, whenever required and in accordance with the Agenda, by the Global Chief Executive Officer of the Company, the Vice-Presidents, Executive Directors, Executive Managers, Internal Auditors, Independent Auditors and external advisors to enable the understanding of the processes, internal controls, risks, possible deficiencies and eventual plans for improvement, as well as issuing their recommendations to the Board of Directors and Executive Board of the Company.
The main topics discussed by the Audit and Integrity Committee were:
» | Discussion of the planning, scope and main conclusions obtained in the quarterly review (ITR) and opinion on the issuance of the financial statements of 2020; |
» | Follow-up on the analysis on the internal controls of the Company with emphasis on the most critical items; |
» | Follow-up on the implementation of improvements indicated in the internal controls report, as well as the respective action plans of the internal areas for the correction or improvement of the issues; |
» | Discussion, approval and supervision of the work plan and budget of the Internal Audit; |
» | Follow-up on the accomplishment of the plan and approval of eventual revisions; |
» | Follow-up and analysis of the outcomes of special investigations; |
» | Follow-up on the Internal Audit reports; |
» | Follow-up on the implementation of the action plans resulting from the audit reports, with emphasis on the most critical issues, reporting to the Board of Directors the most relevant ones; |
» | Follow-up on the Compliance activities and on the BRF Integrity System, and specifically monitoring of the highly critical investigations conducted by the Compliance Department, in special the independent investigations related to the Carne Fraca and Trapaça Operations; |
» | Follow-up on the class action filed in the U.S. Federal District Court in the Southern District of New York through advisors specialized in SEC; |
» | Evaluation and follow-up on the effectiveness of Internal Controls for processes mapping, key controls and indicators, as well as monitoring the action plans to avoid significant deficiencies that could be reported in the financial statements; |
» | Discussion and evaluation of the corporate risks map; |
» | Follow-up on the operation of the Transparency Hotline and on the inquiries and complaints classified as highly critical; |
» | Follow-up on the adoption of the Compliance policies, practices and trainings by the management and employees pursuant the anti-corruption law requirements; |
» | Follow-up on the management of the conduct adjustment terms entered with regulatory bodies; |
» | Follow-up on the questions related to the regulatory bodies and the respective answers sent by the management; |
» | Discussion and evaluation of stocks controls; |
» | Discussion and evaluation of the revenue recognition process (revenue cutoff); |
» | Discussion and evaluation of the fixed asset control and demobilization plan; |
» | Discussion and evaluation of the accounting and controls for client bonuses; |
» | Discussion about the implementation of controls in the subsidiaries of the Company; |
» | Opinion for approval, by the Board of Directors, of the annual financial statements; |
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» | Review and comments on the quarterly financials (“ITR”); |
» | Evaluation and monitoring, with the management and Internal Audit, of the adequacy of the related parties’ transactions executed by the Company; |
» | Discussion and follow-up on the update of the Reference Form (“Formulário de Referência”); |
» | Analysis and opinion of the proposal sent to the Board of Directors for Independent Auditors services, supervision of activities of Independent Auditing, involving the scope and work plan, ensurance of their independence and of the quality of the services provided; |
» | Follow-up and adjustments in the execution of the Internal Audit Work Plan, as well as the Company’s risks resulting from the new context observed in 2020 due to COVID-19. |
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STATUTORY AUDIT COMMITTEE OPINION
In the exercise of its legal and statutory duties, BRF’s Audit Committee has examined the financial statements (parent company and consolidated) for the fiscal year ended December 31, 2020, the management report and the report issued without qualification by KPMG Auditores Independentes on February 25, 2021.
Based on the examined documents and the clarifications rendered, the members of the Audit Committee, undersigned, issued the opinion that the financial statements are appropriately presented and in conditions for approval.
São Paulo, February 25, 2021.
Augusto Marques da Cruz Filho
Coordinator (Independent)
Ivandré Motiel da Silva
Non-Independent member
Marcelo Feriozzi Bacci
Independent member
Jerônimo Antunes
External member
Valmir Pedro Rossi
External member
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OPINION OF EXECUTIVE BOARD ON THE CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT
In compliance with the dispositions of sections V and VI of the article 25 of the CVM Instruction No. 480/09, the executive board of BRF S.A. states that:
(i) | reviewed, discussed and agreed with the Company's financial statements for the fiscal year ended on December 31, 2020, and |
(ii) | reviewed, discussed and agreed with the opinions expressed in the audit report issued by KPMG Auditores Independentes on February 25, 2021 for the Company's financial statements for the fiscal year ended on December 31, 2020. |
São Paulo, February 25 2021.
Lorival Nogueira Luz Júnior
Global Chief Executive Officer
Carlos Alberto Bezerra de Moura
Chief Financial and Investor Relations Officer
Vinícius Guimarães Barbosa
Vice-President of Operations and Procurement
Sidney Rogério Manzaro
Vice-President of Brazil Market
Alessandro Rosa Bonorino
Vice-President of People, Services and Technology
Neil Hamilton dos Guimarães Peixoto Jr.
Vice-President of Quality and Research & Development
Leonardo Campo Dallorto
Vice-President of Integrated Planning and Logistics
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