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BRF S.A. — Regulatory Filings 2013
May 2, 2013
35591_ffr_2013-05-02_756ad66b-8fae-4f9a-83ff-5e86f0773f77.zip
Regulatory Filings
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FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
dated May 1, 2013
Commission File Number 1-15148
BRF–BRASIL FOODS S.A.
(Exact Name as Specified in its Charter) N/A (Translation of Registrant’s Name)
760 Av. Escola Politecnica Jaguare 05350-000 Sao Paulo, Brazil
(Address of principal executive offices) (Zip code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F _ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _ No X_ If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Index*
| Identification | |
|---|---|
| Capital Stock Breakdown | 1 |
| Earnings Distribution | 2 |
| Individual Financial Statements | |
| Balance Sheet Assets | 3 |
| Balance Sheet Liabilities | 4 |
| Statement of Income | 6 |
| Statement of Comprehensive Income | 7 |
| Statement of Cash Flows | 8 |
| Statement of Changes in Shareholders' Equity | |
| Statement of Changes in Shareholders' Equity - from 01/01/2013 to 03/31/2013 | 9 |
| Statement of Changes in Shareholders' Equity - from 01/01/2012 to 03/31/2012 | 10 |
| Statement of Added Value | 11 |
| Consolidated Financial Statements | |
| Balance Sheet Assets | 12 |
| Balance Sheet Liabilities | 13 |
| Statement of Income | 15 |
| Statement of Comprehensive Income | 16 |
| Statement of Cash Flows | 17 |
| Statement of Changes in Shareholders' Equity | |
| Statement of Changes in Shareholders' Equity - from 01/01/2013 to 03/31/2013 | 18 |
| Statement of Changes in Shareholders' Equity - from 01/01/2012 to 03/31/2012 | 19 |
| Statement of Added Value | 20 |
| Explanatory Notes | 47 |
| Breakdown of the Capital by Owner | 122 |
| Declarations and Opinion | |
| Independent Auditors' Report on Review of Quarterly Financial Information | 123 |
| Opinion of the Fiscal Council | 125 |
| Statement of Executive Board on the Quarterly Financial Information and Independent Auditor's Report on Review of Quarterly Financial Information | 126 |
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Identification / Capital Stock Breakdown*
| Number of shares | Current Quarter |
|---|---|
| (Units) | 03.31.13 |
| Paid-in Capital | |
| Common | 872,473,246 |
| Preferred | - |
| Total | 872,473,246 |
| Treasury Shares | |
| Common | 2,190,521 |
| Preferred | - |
| Total | 2,190,521 |
1
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Identification / Earnings Distribution*
| Event | Approval | Corporate action | Begin payments | Type os shares | Earning per share |
|---|---|---|---|---|---|
| Executive Board Meeting | December 20, 2012 | Interest on shareholders’ equity | February 15, 2013 | Ordinary | 0.20085 |
| Shareholders Ordinary and Extraordinary Meeting | April 9, 2013 | Dividend | April 30, 2013 | Ordinary | 0.05205 |
2
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Individual FS / Balance Sheet Assets*
*(in thousands of Brazilian Reais)*
| Account | Current Year | Previous Year | |
|---|---|---|---|
| Code | Account Description | 03.31.13 | 12.31.12 |
| 1 | Total Assets | 30,523,297 | 30,580,753 |
| 1.01 | Current Assets | 9,091,259 | 9,352,151 |
| 1.01.01 | Cash and Cash Equivalents | 406,329 | 907,919 |
| 1.01.02 | Marketable Securities | 205,076 | 269,033 |
| 1.01.02.01 | Financial Investments Evaluated at Fair Value | 205,076 | 269,033 |
| 1.01.02.01.01 | Held for Trading | 204,279 | 268,375 |
| 1.01.02.01.02 | Available for Sale | 797 | 658 |
| 1.01.03 | Trade Accounts Receivable | 3,221,376 | 3,029,069 |
| 1.01.03.01 | Trade Accounts Receivable | 3,196,164 | 2,997,671 |
| 1.01.03.02 | Other Receivables | 25,212 | 31,398 |
| 1.01.04 | Inventories | 2,639,202 | 2,490,329 |
| 1.01.05 | Biological Assets | 1,306,539 | 1,358,115 |
| 1.01.06 | Recoverable Taxes | 832,262 | 892,104 |
| 1.01.06.01 | Current Recoverable Taxes | 832,262 | 892,104 |
| 1.01.08 | Other Current Assets | 480,475 | 405,582 |
| 1.01.08.03 | Other | 480,475 | 405,582 |
| 1.01.08.03.02 | Derivatives | 82,335 | 32,804 |
| 1.01.08.03.04 | Accounts Receivable from Disposal of Equity Interest | 42,107 | 41,172 |
| 1.01.08.03.05 | Other | 356,033 | 331,606 |
| 1.02 | Non-current Assets | 21,432,038 | 21,228,602 |
| 1.02.01 | Non-current Assets | 3,684,730 | 3,709,659 |
| 1.02.01.02 | Marketable Securities Valued at Amortized Cost | 52,607 | 51,752 |
| 1.02.01.02.01 | Held to Maturity | 52,607 | 51,752 |
| 1.02.01.03 | Trade Accounts Receivable | 79,207 | 89,161 |
| 1.02.01.03.01 | Trade Accounts Receivable | 10,978 | 11,128 |
| 1.02.01.03.02 | Other Receivables | 68,229 | 78,033 |
| 1.02.01.05 | Biological Assets | 439,973 | 428,190 |
| 1.02.01.06 | Deferred Taxes | 766,470 | 825,998 |
| 1.02.01.06.01 | Income Tax and Social Contribution | 766,470 | 825,998 |
| 1.02.01.08 | Receivables from Related Parties | 15,551 | 13,793 |
| 1.02.01.08.04 | Receivables from Other Related Parties | 15,551 | 13,793 |
| 1.02.01.09 | Other Non-current Assets | 2,330,922 | 2,300,765 |
| 1.02.01.09.03 | Judicial Deposits | 388,611 | 363,875 |
| 1.02.01.09.04 | Recoverable Taxes | 1,133,439 | 1,134,588 |
| 1.02.01.09.06 | Accounts Receivable from Disposal of Equity Interest | 273,994 | 284,880 |
| 1.02.01.09.07 | Restricted Cash | 87,422 | 83,877 |
| 1.02.01.09.08 | Other | 447,456 | 433,545 |
| 1.02.02 | Investments | 3,171,693 | 3,171,703 |
| 1.02.02.01 | Investments | 3,171,693 | 3,171,703 |
| 1.02.02.01.01 | Equity in Affiliates | 53,302 | 22,287 |
| 1.02.02.01.02 | Interest on Wholly-owned Subsidiaries | 3,117,418 | 3,148,436 |
| 1.02.02.01.04 | Other | 973 | 980 |
| 1.02.03 | Property, Plant and Equipment, Net | 10,486,366 | 10,250,576 |
| 1.02.03.01 | Property, Plant and Equipment in Operation | 9,435,038 | 9,266,128 |
| 1.02.03.02 | Property, Plant and Equipment Leased | 270,274 | 145,805 |
| 1.02.03.03 | Property, Plant and Equipment in Progress | 781,054 | 838,643 |
| 1.02.04 | Intangible | 4,089,249 | 4,096,664 |
| 1.02.04.01 | Intangible | 4,089,249 | 4,096,664 |
| 1.02.04.01.02 | Software | 119,970 | 125,024 |
| 1.02.04.01.03 | Trademarks | 1,173,000 | 1,173,000 |
| 1.02.04.01.04 | Other | 11,783 | 13,039 |
| 1.02.04.01.05 | Goodwill | 2,767,985 | 2,767,985 |
| 1.02.04.01.06 | Software Leased | 16,511 | 17,616 |
3
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Individual FS / Balance Sheet Liabilities*
*(in thousands of Brazilian Reais)*
| Account Code | Account Description | Current Year — 03.31.13 | Previous Year — 12.31.12 |
|---|---|---|---|
| 2 | Total Liabilities | 30,523,297 | 30,580,753 |
| 2.01 | Current Liabilities | 8,697,852 | 8,575,314 |
| 2.01.01 | Social and Labor Obligations | 97,097 | 115,913 |
| 2.01.01.01 | Social Obligations | 18,696 | 12,012 |
| 2.01.01.02 | Labor Obligations | 78,401 | 103,901 |
| 2.01.02 | Trade Accounts Payable | 2,907,177 | 3,135,464 |
| 2.01.02.01 | Domestic Suppliers | 2,682,725 | 2,901,597 |
| 2.01.02.02 | Foreign Suppliers | 224,452 | 233,867 |
| 2.01.03 | Tax Obligations | 143,877 | 186,614 |
| 2.01.03.01 | Federal Tax Obligations | 40,149 | 66,418 |
| 2.01.03.01.01 | Income and Social Contribution Payable | 3,626 | - |
| 2.01.03.01.02 | Other Federal | 36,523 | 66,418 |
| 2.01.03.02 | State Tax Obligations | 101,595 | 117,603 |
| 2.01.03.03 | Municipal Tax Obligations | 2,133 | 2,593 |
| 2.01.04 | Short Term Debts | 2,253,941 | 2,111,007 |
| 2.01.04.01 | Short Term Debts | 2,253,941 | 2,111,007 |
| 2.01.04.01.01 | Local Currency | 2,026,776 | 1,679,612 |
| 2.01.04.01.02 | Foreign Currency | 227,165 | 431,395 |
| 2.01.05 | Other Obligations | 2,889,149 | 2,574,940 |
| 2.01.05.01 | Liabilities with Related Parties | 2,548,174 | 1,946,739 |
| 2.01.05.01.04 | Other Liabilities with Related Parties | 2,548,174 | 1,946,739 |
| 2.01.05.02 | Other | 340,975 | 628,201 |
| 2.01.05.02.01 | Dividends and Interest on Shareholders' Equity Payable | 1,811 | 159,915 |
| 2.01.05.02.04 | Derivatives | 122,859 | 198,524 |
| 2.01.05.02.05 | Management and Employees Profit Sharing | 37,358 | 76,935 |
| 2.01.05.02.07 | Other Obligations | 178,947 | 192,827 |
| 2.01.06 | Provisions | 406,611 | 451,376 |
| 2.01.06.01 | Tax, Social Security, Labor and Civil Risk Provisions | 80,528 | 163,798 |
| 2.01.06.01.01 | Tax Risk Provisions | 10,480 | 23,999 |
| 2.01.06.01.02 | Social Security and Labor Risk Provisions | 63,455 | 112,070 |
| 2.01.06.01.04 | Civil Risk Provisions | 6,593 | 27,729 |
| 2.01.06.02 | Other Provisons | 326,083 | 287,578 |
| 2.01.06.02.04 | Vacations & Christmas Bonuses Provisions | 308,183 | 270,164 |
| 2.01.06.02.05 | Employee Benefits Provisions | 17,900 | 17,414 |
| 2.02 | Non-current Liabilities | 6,841,987 | 7,466,911 |
| 2.02.01 | Long-term Debt | 4,162,502 | 4,593,942 |
| 2.02.01.01 | Long-term Debt | 4,162,502 | 4,593,942 |
| 2.02.01.01.01 | Local Currency | 1,821,248 | 2,210,308 |
| 2.02.01.01.02 | Foreign Currency | 2,341,254 | 2,383,634 |
| 2.02.02 | Other Obligations | 1,547,537 | 1,847,310 |
| 2.02.02.01 | Liabilities with Related Parties | 908,334 | 1,325,929 |
| 2.02.02.01.04 | Other Liabilities with Related Parties | 908,334 | 1,325,929 |
| 2.02.02.02 | Other | 639,203 | 521,381 |
| 2.02.02.02.06 | Other Obligations | 639,203 | 521,381 |
| 2.02.04 | Provisions | 1,131,948 | 1,025,659 |
| 2.02.04.01 | Tax, Social Security, Labor and Civil Risk Provisions | 837,449 | 739,227 |
| 2.02.04.01.01 | Tax Risk Provisions | 169,023 | 151,889 |
| 2.02.04.01.02 | Social Security and Labor Risk Provisions | 67,380 | 6,653 |
| 2.02.04.01.04 | Civil Risk Provision | 44,001 | 22,625 |
| 2.02.04.01.05 | Contingent Liability | 557,045 | 558,060 |
| 2.02.04.02 | Other Provisons | 294,499 | 286,432 |
4
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Individual FS / Balance Sheet Liabilities*
*(in thousands of Brazilian Reais)*
| Account Code | Account Description | Current Year — 03.31.13 | Previous Year — 12.31.12 |
|---|---|---|---|
| 2.02.04.02.04 | Employee Benefits Provisions | 294,499 | 286,432 |
| 2.03 | Shareholders' Equity | 14,983,458 | 14,538,528 |
| 2.03.01 | Paid-in Capital | 12,460,471 | 12,460,471 |
| 2.03.02 | Capital Reserves | 28,909 | 17,990 |
| 2.03.02.01 | Goodwill on the Shares Issuance | 62,767 | 62,767 |
| 2.03.02.04 | Granted Options | 49,684 | 45,464 |
| 2.03.02.05 | Treasury Shares | (47,390) | (51,907) |
| 2.03.02.07 | Gain on Disposal of Shares | 9,922 | 7,740 |
| 2.03.02.08 | Goodwill on Acquisition of Non-Controlling Entities | (46,074) | (46,074) |
| 2.03.04 | Profit Reserves | 2,289,087 | 2,261,079 |
| 2.03.04.01 | Legal Reserves | 220,246 | 220,246 |
| 2.03.04.02 | Statutory Reserves | 1,916,860 | 1,916,860 |
| 2.03.04.07 | Tax Incentives Reserve | 151,981 | 123,973 |
| 2.03.05 | Accumulated Earnings | 330,526 | - |
| 2.03.08 | Other Comprehensive Income | (125,535) | (201,012) |
| 2.03.08.01 | Derivative Financial Intruments | (74,374) | (175,892) |
| 2.03.08.02 | Financial Instruments (Available for Sale) | 17,305 | 18,224 |
| 2.03.08.03 | Cumulative Translation Adjustments of Foreign Currency | (10,047) | 9,006 |
| 2.03.08.04 | Actuarial Losses | (58,419) | (52,350) |
5
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Individual FS / Statement of Income*
*(in thousands of Brazilian Reais)*
| Accumulated — Current Year | Accumulated — Previous Year | ||
|---|---|---|---|
| Account | 01.01.13 to | 01.01.12 to | |
| Code | Account Description | 03.31.13 | 03.31.12 |
| 3.01 | Net Sales | 6,769,689 | 3,278,293 |
| 3.02 | Cost of Goods Sold | (5,259,326) | (2,732,226) |
| 3.03 | Gross Profit | 1,510,363 | 546,067 |
| 3.04 | Operating (Expenses) Income | (1,028,150) | (413,789) |
| 3.04.01 | Selling | (824,200) | (385,807) |
| 3.04.02 | General and Administrative | (65,883) | (45,868) |
| 3.04.04 | Other Operating Income | 25,825 | 62,446 |
| 3.04.05 | Other Operating Expenses | (89,279) | (59,339) |
| 3.04.06 | Equity Pick-Up | (74,613) | 14,779 |
| 3.05 | Income before Financial and Tax Results | 482,213 | 132,278 |
| 3.06 | Financial Results | (46,533) | 10,241 |
| 3.06.01 | Financial Income | 109,407 | 88,267 |
| 3.06.02 | Financial Expenses | (155,940) | (78,026) |
| 3.07 | Income before Taxes | 435,680 | 142,519 |
| 3.08 | Income and Social Contribution | (77,146) | 10,680 |
| 3.08.01 | Current | (64,573) | - |
| 3.08.02 | Deferred | (12,573) | 10,680 |
| 3.09 | Net Income from Continued Operations | 358,534 | 153,199 |
| 3.11 | Net Income | 358,534 | 153,199 |
| 3.99 | Earnings per Share - (Brazilian Reais/Share) | ||
| 3.99.01 | Earnings per Share - Basic | 870,113,882 | 869,453,964 |
| 3.99.01.01 | ON | 0.41205 | 0.17620 |
| 3.99.02 | Earning per Share - Diluted | 870,766,134 | 869,703,382 |
| 3.99.02.01 | ON | 0.41175 | 0.17615 |
6
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Individual FS / Statement of Comprehensive Income*
*(in thousands of Brazilian Reais)*
| Accumulated — Current Year | Accumulated — Previous Year | ||
|---|---|---|---|
| Account | 01.01.13 to | 01.01.12 to | |
| Code | Account Description | 03.31.13 | 03.31.12 |
| 4.01 | Net Income | 358,534 | 153,199 |
| 4.02 | Other Comprehensive Income | 75,477 | 95,503 |
| 4.02.01 | (Loss) in Foreign Currency Translation Adjustments | (19,053) | (33) |
| 4.02.02 | Unrealized Gain (Loss) in Available for Sale Marketable Securities, Net of Income Taxes | (919) | 4,013 |
| 4.02.03 | Unrealized Gain (Loss) in Cash Flow Hedge, Net of Income Taxes | 101,518 | 99,748 |
| 4.02.04 | Actuarial (Losses), Net of Income Taxes | (6,069) | (8,225) |
| 4.03 | Comprehensive Income | 434,011 | 248,702 |
7
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Individual FS / Statement of Cash Flows*
*(in thousands of Brazilian Reais)*
| Accumulated — Current Year | Accumulated — Previous Year | ||
|---|---|---|---|
| Account | 01.01.13 to | 01.01.12 to | |
| Code | Account Description | 03.31.13 | 03.31.12 |
| 6.01 | Net Cash Provided by Operating Activities | 554,098 | 550,740 |
| 6.01.01 | Cash from Operations | 800,719 | 215,068 |
| 6.01.01.01 | Net Income for the period | 358,534 | 153,199 |
| 6.01.01.03 | Depreciation and Amortization | 257,703 | 116,677 |
| 6.01.01.04 | Gain on Disposals of Property, Plant and Equipments | 9,954 | 6,469 |
| 6.01.01.05 | Deferred Income Tax | 12,573 | (10,680) |
| 6.01.01.06 | Provision (Reversal) for Tax, Civil and Labor Risks | 33,015 | (8,919) |
| 6.01.01.07 | Other Provisions | (10,669) | (21,869) |
| 6.01.01.08 | Interest and Exchange Rate Variations | 64,996 | (5,030) |
| 6.01.01.09 | Equity Pick-Up | 74,613 | (14,779) |
| 6.01.02 | Changes in Operating Assets and Liabilities | (246,621) | 335,672 |
| 6.01.02.01 | Trade Accounts Receivable | (189,085) | 139,416 |
| 6.01.02.02 | Inventories | (145,057) | (115,471) |
| 6.01.02.03 | Trade Accounts Payable | (115,727) | 38,466 |
| 6.01.02.04 | Payment of Tax, Civil and Labor Risks Provisions | (23,834) | (29,131) |
| 6.01.02.05 | Payroll and Related Charges | 247,443 | (141,196) |
| 6.01.02.06 | Investment in Held for Trading Securities | - | (653,770) |
| 6.01.02.07 | Redemption of Held for Trading Securities | 67,845 | 1,121,900 |
| 6.01.02.10 | Other Financial Assets and Liabilities | 22,096 | 19,750 |
| 6.01.02.11 | Interest Paid | (70,840) | (44,292) |
| 6.01.02.12 | Payment of Income Tax and Social Contribution | (39,462) | - |
| 6.02 | Net Cash Provided by Investing Activities | (525,592) | (274,702) |
| 6.02.03 | Restricted Cash Investments | (3,545) | - |
| 6.02.04 | Additions to Property, Plant and Equipment | (401,290) | (221,838) |
| 6.02.05 | Proceeds from Disposals of Property, Plant and Equipment | 1,065 | 4,927 |
| 6.02.07 | Additions to Intangible | (435) | (1,003) |
| 6.02.08 | Additions to Biological Assets | (121,387) | (56,788) |
| 6.03 | Net Cash Provided by Financing Activities | (529,365) | (262,093) |
| 6.03.01 | Proceeds from Debt Issuance | 263,435 | 394,768 |
| 6.03.02 | Payment of Debt | (532,273) | (311,571) |
| 6.03.03 | Dividends and Interest on Shareholders' Equity Paid | (174,750) | (339,790) |
| 6.03.05 | Advance for Future Capital Increase | (80,294) | (5,500) |
| 6.03.06 | Treasury Shares Disposal | 4,517 | - |
| 6.03.08 | Capital increase | (10,000) | - |
| 6.04 | Exchange Rate Variation on Cash and Cash Equivalents | (731) | (697) |
| 6.05 | (Decrease) Increase in Cash and Cash Equivalents | (501,590) | 13,248 |
| 6.05.01 | At the Beginning of the Period | 907,919 | 68,755 |
| 6.05.02 | At the End of the Period | 406,329 | 82,003 |
8
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Individual FS* / Statement of Changes in Shareholders' Equity for the Period from****
*01/01/2013 to 03/31/2013*
*(in thousands of Brazilian Reais)*
| Account Code | Account Description | Capital Stock | Capital Reserves, Granted Options and Treasury Shares | Profit Reserves | Retained Earnings (Losses) | Other Comprehensive Income | Shareholders' Equity |
|---|---|---|---|---|---|---|---|
| 5.01 | Balance at January 1, 2013 | 12,460,471 | 17,990 | 2,261,079 | - | (201,012) | 14,538,528 |
| 5.03 | Opening Balance Adjusted | 12,460,471 | 17,990 | 2,261,079 | - | (201,012) | 14,538,528 |
| 5.04 | Share-based Payments | - | 10,919 | (45,300) | - | - | (34,381) |
| 5.04.03 | Options Granted | - | 4,220 | - | - | - | 4,220 |
| 5.04.05 | Treasury Shares Sold | - | 4,517 | - | - | - | 4,517 |
| 5.04.06 | Dividends | - | - | (45,300) | - | - | (45,300) |
| 5.04.08 | Gain on Disposal of Shares | - | 2,182 | - | - | - | 2,182 |
| 5.05 | Total Comprehensive Income | - | - | - | 358,534 | 75,477 | 434,011 |
| 5.05.01 | Net Income for the Period | - | - | - | 358,534 | - | 358,534 |
| 5.05.02 | Other Comprehensive Income | - | - | - | - | 75,477 | 75,477 |
| 5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 151,597 | 151,597 |
| 5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (50,079) | (50,079) |
| 5.05.02.06 | Unrealized Loss in Available for Sale Marketable Securities | - | - | - | - | (919) | (919) |
| 5.05.02.07 | Actuarial Loss | - | - | - | - | (6,069) | (6,069) |
| 5.05.02.08 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (19,053) | (19,053) |
| 5.06 | Statements of Changes in Shareholders' Equity | - | - | 73,308 | (28,008) | - | 45,300 |
| 5.06.06 | Reserve for Expansion | - | - | 45,300 | - | - | 45,300 |
| 5.06.08 | Tax Incentives Reserve | - | - | 28,008 | (28,008) | - | - |
| 5.07 | Balance at March 31, 2013 | 12,460,471 | 28,909 | 2,289,087 | 330,526 | (125,535) | 14,983,458 |
9
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Individual FS* / Statement of Changes in Shareholders' Equity for the Period from****
*01/01/2012 to 03/31/2012*
*(in thousands of Brazilian Reais)*
| Account Code | Account Description | Capital Stock | Capital Reserves, Granted Options and Treasury Shares | Profit Reserves | Retained Earnings (Losses) | Other Comprehensive Income | Shareholders' Equity |
|---|---|---|---|---|---|---|---|
| 5.01 | Balance at January 1, 2012 | 12,460,471 | 10,939 | 1,760,446 | - | (161,516) | 14,070,340 |
| 5.03 | Opening Balance Adjusted | 12,460,471 | 10,939 | 1,760,446 | - | (161,516) | 14,070,340 |
| 5.04 | Share-based Payments | - | 3,787 | - | - | - | 3,787 |
| 5.04.03 | Options Granted | - | 3,597 | - | - | - | 3,597 |
| 5.04.05 | Treasury Shares Sold | - | 158 | - | - | - | 158 |
| 5.04.08 | Gain on Disposal of Shares | - | 32 | - | - | - | 32 |
| 5.05 | Total Comprehensive Income | - | - | - | 153,199 | 95,503 | 248,702 |
| 5.05.01 | Net Income for the Period | - | - | - | 153,199 | - | 153,199 |
| 5.05.02 | Other Comprehensive Income | - | - | - | - | 95,503 | 95,503 |
| 5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 149,140 | 149,140 |
| 5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (49,392) | (49,392) |
| 5.05.02.06 | Unrealized Gain in Available for Sale Marketable Securities | - | - | - | - | 4,013 | 4,013 |
| 5.05.02.07 | Actuarial Loss | - | - | - | - | (8,225) | (8,225) |
| 5.05.02.08 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (33) | (33) |
| 5.06 | Statements of Changes in Shareholders' Equity | - | - | 10,343 | (10,343) | - | - |
| 5.06.08 | Tax Incentives Reserve | - | - | 10,343 | (10,343) | - | - |
| 5.07 | Balance at March 31, 2012 | 12,460,471 | 14,726 | 1,770,789 | 142,856 | (66,013) | 14,322,829 |
10
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Individual FS / Statement of Value Added*
*(in thousands of Brazilian Reais)*
| Accumulated — Current Year | Accumulated — Previous Year | ||
|---|---|---|---|
| Account | 01.01.13 to | 01.01.12 to | |
| Code | Account Description | 03.31.13 | 03.31.12 |
| 7.01 | Revenues | 7,650,658 | 3,737,829 |
| 7.01.01 | Sales of Goods, Products and Services | 7,433,316 | 3,584,072 |
| 7.01.02 | Other Income | (25,328) | (25,499) |
| 7.01.03 | Revenue Related to Construction of Own Assets | 243,282 | 178,330 |
| 7.01.04 | Reversal (Provisions) for Doubtful Accounts | (612) | 926 |
| 7.02 | Raw Material Acquired from Third Parties | (5,082,750) | (2,696,880) |
| 7.02.01 | Costs of Products and Goods Sold | (4,295,868) | (2,262,172) |
| 7.02.02 | Materials, Energy, Third Parties Services and Other | (787,409) | (432,144) |
| 7.02.03 | Recovery (Loss) of Assets Values | 527 | (2,564) |
| 7.03 | Gross Value Added | 2,567,908 | 1,040,949 |
| 7.04 | Retentions | (257,703) | (116,677) |
| 7.04.01 | Depreciation, Amortization and Exhaustion | (257,703) | (116,677) |
| 7.05 | Net Value Added | 2,310,205 | 924,272 |
| 7.06 | Received from Third Parties | 35,700 | 102,779 |
| 7.06.01 | Equity Pick-Up | (74,613) | 14,779 |
| 7.06.02 | Financial Income | 109,407 | 88,267 |
| 7.06.03 | Other | 906 | (267) |
| 7.07 | Value Added to be Distributed | 2,345,905 | 1,027,051 |
| 7.08 | Distribution of Value Added | 2,345,905 | 1,027,051 |
| 7.08.01 | Payroll | 922,059 | 383,218 |
| 7.08.01.01 | Salaries | 707,704 | 298,691 |
| 7.08.01.02 | Benefits | 165,187 | 59,789 |
| 7.08.01.03 | Government Severance Indemnity Fund for Employees Guarantee Fund for Length of Service | 49,168 | 24,738 |
| 7.08.02 | Taxes, Fees and Contributions | 838,225 | 389,781 |
| 7.08.02.01 | Federal | 418,230 | 192,803 |
| 7.08.02.02 | State | 376,882 | 190,728 |
| 7.08.02.03 | Municipal | 43,113 | 6,250 |
| 7.08.03 | Capital Remuneration from Third Parties | 227,087 | 100,853 |
| 7.08.03.01 | Interests | 167,877 | 81,645 |
| 7.08.03.02 | Rents | 59,210 | 19,208 |
| 7.08.04 | Interest on Own Capital | 358,534 | 153,199 |
| 7.08.04.03 | Retained Earnings | 358,534 | 153,199 |
11
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Consolidated FS* / Balance Sheet Assets****
*(in thousands of Brazilian Reais)*
| Account | Current Year | Previous Year | |
|---|---|---|---|
| Code | Account Description | 03.31.13 | 12.31.12 |
| 1 | Total Assets | 30,387,418 | 30,772,248 |
| 1.01 | Current Assets | 10,969,776 | 11,589,980 |
| 1.01.01 | Cash and Cash Equivalents | 1,381,318 | 1,930,693 |
| 1.01.02 | Marketable Securities | 540,131 | 621,908 |
| 1.01.02.01 | Financial Investments Evaluated at Fair Value | 472,976 | 553,755 |
| 1.01.02.01.01 | Held for Trading | 215,930 | 280,693 |
| 1.01.02.01.02 | Available for Sale | 257,046 | 273,062 |
| 1.01.02.02 | Marketable Securities Evaluated at Amortized Cost | 67,155 | 68,153 |
| 1.01.02.02.01 | Held to Maturity | 67,155 | 68,153 |
| 1.01.03 | Trade Accounts Receivable | 3,063,738 | 3,208,619 |
| 1.01.03.01 | Trade Accounts Receivable | 2,995,681 | 3,131,198 |
| 1.01.03.02 | Other Receivables | 68,057 | 77,421 |
| 1.01.04 | Inventories | 3,191,743 | 3,018,576 |
| 1.01.05 | Biological Assets | 1,318,853 | 1,370,999 |
| 1.01.06 | Recoverable Taxes | 918,569 | 964,769 |
| 1.01.06.01 | Current Recoverable Taxes | 918,569 | 964,769 |
| 1.01.08 | Other Current Assets | 555,424 | 474,416 |
| 1.01.08.03 | Other | 555,424 | 474,416 |
| 1.01.08.03.02 | Derivatives | 82,486 | 33,200 |
| 1.01.08.03.04 | Accounts Receivable from Disposal of Equity Interest | 42,107 | 41,172 |
| 1.01.08.03.05 | Other | 430,831 | 400,044 |
| 1.02 | Non-current Assets | 19,417,642 | 19,182,268 |
| 1.02.01 | Non-current Assets | 3,671,232 | 3,723,249 |
| 1.02.01.02 | Marketable Securities Evaluated at Amortized Cost | 52,607 | 74,458 |
| 1.02.01.02.01 | Held to Maturity | 52,607 | 74,458 |
| 1.02.01.03 | Trade Accounts Receivable | 148,170 | 163,431 |
| 1.02.01.03.01 | Trade Accounts Receivable | 10,978 | 11,128 |
| 1.02.01.03.02 | Other Receivables | 137,192 | 152,303 |
| 1.02.01.05 | Biological Assets | 439,973 | 428,190 |
| 1.02.01.06 | Deferred Taxes | 669,683 | 724,942 |
| 1.02.01.06.01 | Income Tax and Social Contribution | 669,683 | 724,942 |
| 1.02.01.09 | Other Non-current Assets | 2,360,799 | 2,332,228 |
| 1.02.01.09.03 | Judicial Deposits | 389,497 | 365,301 |
| 1.02.01.09.04 | Recoverable Taxes | 1,137,961 | 1,141,797 |
| 1.02.01.09.06 | Accounts Receivable from Disposal of Equity Interest | 273,994 | 284,880 |
| 1.02.01.09.07 | Restricted Cash | 95,871 | 93,014 |
| 1.02.01.09.08 | Other | 463,476 | 447,236 |
| 1.02.02 | Investments | 104,901 | 36,658 |
| 1.02.02.01 | Investments | 104,901 | 36,658 |
| 1.02.02.01.01 | Equity in Affiliates | 102,677 | 34,711 |
| 1.02.02.01.04 | Other | 2,224 | 1,947 |
| 1.02.03 | Property, Plant and Equipment, Net | 10,886,217 | 10,670,700 |
| 1.02.03.01 | Property, Plant and Equipment in Operation | 9,781,132 | 9,647,038 |
| 1.02.03.02 | Property, Plant and Equipment Leased | 270,274 | 145,805 |
| 1.02.03.03 | Property, Plant and Equipment in Progress | 834,811 | 877,857 |
| 1.02.04 | Intangible | 4,755,292 | 4,751,661 |
| 1.02.04.01 | Intangible | 4,755,292 | 4,751,661 |
| 1.02.04.01.02 | Software | 137,590 | 136,916 |
| 1.02.04.01.03 | Trademarks | 1,303,923 | 1,305,937 |
| 1.02.04.01.04 | Other | 200,619 | 207,929 |
| 1.02.04.01.05 | Goodwill | 3,096,649 | 3,083,263 |
| 1.02.04.01.06 | Software Leased | 16,511 | 17,616 |
12
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Consolidated FS* / Balance Sheet Liabilities****
*(in thousands of Brazilian Reais)*
| Account | Current Year | Previous Year | |
|---|---|---|---|
| Code | Account Description | 03.31.13 | 12.31.12 |
| 2 | Total Liabilities | 30,387,418 | 30,772,248 |
| 2.01 | Current Liabilities | 6,899,071 | 7,481,632 |
| 2.01.01 | Social and Labor Obligations | 113,348 | 134,968 |
| 2.01.01.01 | Social Obligations | 26,223 | 21,494 |
| 2.01.01.02 | Labor Obligations | 87,125 | 113,474 |
| 2.01.02 | Trade Accounts Payable | 3,147,929 | 3,381,246 |
| 2.01.02.01 | Domestic Suppliers | 2,686,212 | 2,901,516 |
| 2.01.02.02 | Foreign Suppliers | 461,717 | 479,730 |
| 2.01.03 | Tax Obligations | 186,556 | 227,995 |
| 2.01.03.01 | Federal Tax Obligations | 74,836 | 98,637 |
| 2.01.03.01.01 | Income Tax and Social Contribution Payable | 19,143 | 13,547 |
| 2.01.03.01.02 | Other Federal | 55,693 | 85,090 |
| 2.01.03.02 | State Tax Obligations | 109,587 | 126,765 |
| 2.01.03.03 | Municipal Tax Obligations | 2,133 | 2,593 |
| 2.01.04 | Short Term Debts | 2,520,342 | 2,440,782 |
| 2.01.04.01 | Short Term Debts | 2,520,342 | 2,440,782 |
| 2.01.04.01.01 | Local Currency | 2,026,776 | 1,679,612 |
| 2.01.04.01.02 | Foreign Currency | 493,566 | 761,170 |
| 2.01.05 | Other Obligations | 498,776 | 814,038 |
| 2.01.05.02 | Other | 498,776 | 814,038 |
| 2.01.05.02.01 | Dividends and Interest on Shareholders' Equity Payable | 2,266 | 160,020 |
| 2.01.05.02.04 | Derivatives | 170,973 | 253,420 |
| 2.01.05.02.05 | Management and Employees Profit Sharing | 37,358 | 76,935 |
| 2.01.05.02.07 | Other Obligations | 288,179 | 323,663 |
| 2.01.06 | Provisions | 432,120 | 482,603 |
| 2.01.06.01 | Tax, Social Security, Labor and Civil Risk Provisions | 88,086 | 173,916 |
| 2.01.06.01.01 | Tax Risk Provisions | 10,480 | 24,000 |
| 2.01.06.01.02 | Social Security and Labor Risk Provisions | 70,925 | 122,070 |
| 2.01.06.01.04 | Civil Risk Provisions | 6,681 | 27,846 |
| 2.01.06.02 | Other Provisons | 344,034 | 308,687 |
| 2.01.06.02.04 | Vacations and Christmas Bonuses Provisions | 326,134 | 291,273 |
| 2.01.06.02.05 | Employee Benefits Provisions | 17,900 | 17,414 |
| 2.02 | Non-current Liabilities | 8,470,821 | 8,714,576 |
| 2.02.01 | Long-term Debt | 6,613,198 | 7,077,539 |
| 2.02.01.01 | Long-term Debt | 6,613,198 | 7,077,539 |
| 2.02.01.01.01 | Local Currency | 1,821,248 | 2,210,308 |
| 2.02.01.01.02 | Foreign Currency | 4,791,950 | 4,867,231 |
| 2.02.02 | Other Obligations | 680,680 | 561,900 |
| 2.02.02.02 | Other | 680,680 | 561,900 |
| 2.02.02.02.06 | Other Obligations | 680,680 | 561,900 |
| 2.02.03 | Deferred Taxes | 25,107 | 27,792 |
| 2.02.03.01 | Deferred Income Tax and Social Contribution | 25,107 | 27,792 |
| 2.02.04 | Provisions | 1,151,836 | 1,047,345 |
| 2.02.04.01 | Tax, Social Security, Labor and Civil Risk Provisions | 857,337 | 760,913 |
| 2.02.04.01.01 | Tax Risk Provisions | 170,627 | 155,542 |
| 2.02.04.01.02 | Social Security and Labor Risk Provisions | 74,588 | 12,373 |
| 2.02.04.01.04 | Civil Risk Provision | 43,931 | 22,525 |
| 2.02.04.01.05 | Contingent Liabilities | 568,191 | 570,473 |
| 2.02.04.02 | Other Provisons | 294,499 | 286,432 |
13
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Consolidated FS* / Balance Sheet Liabilities****
*(in thousands of Brazilian Reais)*
| Account | Current Year | Previous Year | |
|---|---|---|---|
| Code | Account Description | 03.31.13 | 12.31.12 |
| 2.02.04.02.04 | Employee Benefits Provisions | 294,499 | 286,432 |
| 2.03 | Shareholders' Equity | 15,017,526 | 14,576,040 |
| 2.03.01 | Paid-in Capital | 12,460,471 | 12,460,471 |
| 2.03.02 | Capital Reserves | 28,909 | 17,990 |
| 2.03.02.01 | Goodwill on the Shares Issuance | 62,767 | 62,767 |
| 2.03.02.04 | Granted Options | 49,684 | 45,464 |
| 2.03.02.05 | Treasury Shares | (47,390) | (51,907) |
| 2.03.02.07 | Gain on Disposal of Shares | 9,922 | 7,740 |
| 2.03.02.08 | Goodwill on Acquisition of Non-Controlling Shareholders | (46,074) | (46,074) |
| 2.03.04 | Profit Reserves | 2,289,087 | 2,261,079 |
| 2.03.04.01 | Legal Reserves | 220,246 | 220,246 |
| 2.03.04.02 | Statutory Reserves | 1,916,860 | 1,916,860 |
| 2.03.04.07 | Tax Incentives Reserve | 151,981 | 123,973 |
| 2.03.05 | Accumulated Earnings / Loss | 330,526 | - |
| 2.03.08 | Other Comprehensive Income | (125,535) | (201,012) |
| 2.03.08.01 | Derivative Financial Instruments | (74,374) | (175,892) |
| 2.03.08.02 | Financial Instrument (Available for Sale) | 17,305 | 18,224 |
| 2.03.08.03 | Cumulative Translation Adjustments of Foreign Currency | (10,047) | 9,006 |
| 2.03.08.04 | Actuarial Losses | (58,419) | (52,350) |
| 2.03.09 | Non-controlling Shareholders' Equity | 34,068 | 37,512 |
14
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Consolidated FS* / Statement of Income****
*(in thousands of Brazilian Reais)*
| Accumulated — Current Year | Accumulated — Previous Year | ||
|---|---|---|---|
| Account | 01.01.13 to | 01.01.12 to | |
| Code | Account Description | 03.31.13 | 03.31.12 |
| 3.01 | Net Sales | 7,208,896 | 6,337,122 |
| 3.02 | Cost of Goods Sold | (5,512,051) | (4,993,642) |
| 3.03 | Gross Profit | 1,696,845 | 1,343,480 |
| 3.04 | Operating (Expenses) Income | (1,165,786) | (1,075,450) |
| 3.04.01 | Selling | (1,001,874) | (953,434) |
| 3.04.02 | General and Administrative | (102,964) | (85,728) |
| 3.04.04 | Other Operating Income | 31,828 | 110,541 |
| 3.04.05 | Other Operating Expenses | (100,176) | (152,483) |
| 3.04.06 | Equity Pick-Up | 7,400 | 5,654 |
| 3.05 | Income before Financial and Tax Results | 531,059 | 268,030 |
| 3.06 | Financial Results | (101,748) | (74,947) |
| 3.06.01 | Financial Income | 202,549 | 284,038 |
| 3.06.02 | Financial Expenses | (304,297) | (358,985) |
| 3.07 | Income Before Taxes | 429,311 | 193,083 |
| 3.08 | Income and Social Contribution | (72,984) | (40,228) |
| 3.08.01 | Current | (63,678) | (38,205) |
| 3.08.02 | Deferred | (9,306) | (2,023) |
| 3.09 | Net Income from Continued Operations | 356,327 | 152,855 |
| 3.11 | Net Income | 356,327 | 152,855 |
| 3.11.01 | Attributable to: BRF Shareholders | 358,534 | 153,199 |
| 3.11.02 | Attributable to: Non-Controlling Shareholders | (2,207) | (344) |
| 3.99 | Earnings per share - (Brazilian Reais/Share) | ||
| 3.99.01 | Earnings per Share - Basic | ||
| 3.99.01.01 | ON | 0.41205 | 0.17620 |
| 3.99.02 | Earning per Share - Diluted | ||
| 3.99.02.01 | ON | 0.41175 | 0.17615 |
15
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Consolidated FS* / Statement of Comprehensive Income****
*(in thousands of Brazilian Reais)*
| Accumulated — Current Year | Accumulated — Previous Year | ||
|---|---|---|---|
| Account | 01.01.13 to | 01.01.12 to | |
| Code | Account Description | 03.31.13 | 03.31.12 |
| 4.01 | Net Income | 356,327 | 152,855 |
| 4.02 | Other Comprehensive Income | 75,477 | 95,503 |
| 4.02.01 | Loss in Foreign Currency Translation Adjustments | (19,053) | (33) |
| 4.02.02 | Unrealized Gain (Loss) in Available for Sale Marketable Securities, Net of Income Taxes | (919) | 4,013 |
| 4.02.03 | Unrealized Gain in Cash Flow Hedge, Net of Income Taxes | 101,518 | 99,748 |
| 4.02.04 | Actuarial Loss, Net of Income Taxes | (6,069) | (8,225) |
| 4.03 | Comprehensive Income | 431,804 | 248,358 |
| 4.03.01 | Attributable to: BRF Shareholders | 434,011 | 248,702 |
| 4.03.02 | Attributable to: Non-Controlling Shareholders | (2,207) | (344) |
16
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Consolidated FS* / Statement of Cash Flows****
*(in thousands of Brazilian Reais)*
| Accumulated — Current Year | Previous — Year | ||
|---|---|---|---|
| Account | 01.01.13 to | 01.01.12 to | |
| Code | Account Description | 03.31.13 | 03.31.12 |
| 6.01 | Net Cash Provided by Operating Activities | 546,412 | 618,599 |
| 6.01.01 | Cash from Operations | 782,623 | 384,526 |
| 6.01.01.01 | Net Income for the Period | 358,534 | 153,199 |
| 6.01.01.02 | Non-controlling Shareholders | (2,207) | (344) |
| 6.01.01.03 | Depreciation and Amortization | 270,521 | 237,580 |
| 6.01.01.04 | Gain on Disposals of Property, Plant and Equipments | 15,809 | 1,289 |
| 6.01.01.05 | Deferred Income Tax | 9,306 | 2,023 |
| 6.01.01.06 | Provision (Reversal) for Tax, Civil and Labor Risks | 29,931 | (8,043) |
| 6.01.01.07 | Other Provisions | (13,657) | 6,209 |
| 6.01.01.08 | Interest and Exchange Rate Variations | 121,786 | (1,733) |
| 6.01.01.09 | Equity Pick-Up | (7,400) | (5,654) |
| 6.01.02 | Changes in Operating Assets and Liabilities | (236,211) | 234,073 |
| 6.01.02.01 | Trade Accounts Receivable | 128,919 | 524,227 |
| 6.01.02.02 | Inventories | (169,688) | (331,945) |
| 6.01.02.03 | Trade Accounts Payable | (121,260) | 124 |
| 6.01.02.04 | Payment of Tax, Civil and Labor Risks Provisions | (23,834) | (50,927) |
| 6.01.02.05 | Payroll and Related Charges | 37,292 | (328,030) |
| 6.01.02.06 | Investment in Held for Trading Securities | - | (1,358,705) |
| 6.01.02.07 | Redemption of Held for Trading Securities | 68,699 | 1,906,722 |
| 6.01.02.08 | Investment in Available for Sale Securities | - | - |
| 6.01.02.09 | Redemptions of Available for Sale Securities | - | 5,063 |
| 6.01.02.10 | Other Financial Assets and Liabilities | 18,860 | 13,844 |
| 6.01.02.11 | Interest Paid | (129,427) | (127,062) |
| 6.01.02.12 | Payment of Income Tax and Social Contribution | (45,772) | (19,238) |
| 6.02 | Net Cash Provided by Investing Activities | (592,673) | (591,769) |
| 6.02.01 | Marketable Securities | - | (48,619) |
| 6.02.02 | Redemptions of Marketable Securities | 23,452 | 21,362 |
| 6.02.03 | Investment in Available for Sale Securities | (1,100) | - |
| 6.02.04 | Redemptions of Available for Sale Securities | 10,048 | - |
| 6.02.05 | Restricted Cash | (2,857) | (2,063) |
| 6.02.06 | Additions to Property, Plant and Equipment | (418,936) | (448,031) |
| 6.02.07 | Receivable from Disposals of Property, Plant and Equipment | 1,290 | 3,322 |
| 6.02.09 | Additions to Intangible | (28,510) | (1,037) |
| 6.02.10 | Additions to Biological Assets | (121,387) | (116,703) |
| 6.02.11 | Other Investments, Net | (54,673) | - |
| 6.03 | Net Cash Provided by Financing Activities | (484,239) | (163,475) |
| 6.03.01 | Proceeds from Debt Issuance | 298,050 | 801,392 |
| 6.03.02 | Payment of Debt | (602,056) | (625,077) |
| 6.03.03 | Dividends and Interest on Shareholders' Equity Paid | (174,750) | (339,790) |
| 6.03.06 | Treasury Shares Disposal | 4,517 | - |
| 6.03.08 | Capital increase | (10,000) | - |
| 6.04 | Exchange Rate Variation on Cash and Cash Equivalents | (18,875) | (24,891) |
| 6.05 | Decrease in Cash and Cash Equivalents | (549,375) | (161,536) |
| 6.05.01 | At the Beginning of the Period | 1,930,693 | 1,366,843 |
| 6.05.02 | At the End of the Period | 1,381,318 | 1,205,307 |
17
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Consolidated FS / Statement of Changes in Shareholders' Equity for the Period from*
*01/01/2013 to 03/31/2013*
*(in thousands of Brazilian Reais)*
| Account Code | Account Description | Capital Stock | Capital Reserves, Granted Options and Treasury Shares | Profit Reserves | Retained Earnings (Losses) | Other Comprehensive Income | Shareholders' Equity | Participation of Non-Controlling Shareholders | Total Shareholders' Equity |
|---|---|---|---|---|---|---|---|---|---|
| 5.01 | Balance at January 1, 2013 | 12,460,471 | 17,990 | 2,261,079 | - | (201,012) | 14,538,528 | 37,512 | 14,576,040 |
| 5.03 | Opening Balance Adjusted | 12,460,471 | 17,990 | 2,261,079 | - | (201,012) | 14,538,528 | 37,512 | 14,576,040 |
| 5.04 | Share-based Payments | - | 10,919 | (45,300) | - | - | (34,381) | (1,237) | (35,618) |
| 5.04.03 | Options Granted | - | 4,220 | - | - | - | 4,220 | - | 4,220 |
| 5.04.05 | Treasury Shares Sold | - | 4,517 | - | - | - | 4,517 | - | 4,517 |
| 5.04.06 | Dividends | - | - | (45,300) | - | - | (45,300) | - | (45,300) |
| 5.04.08 | Gain on Disposal of Shares | - | 2,182 | - | - | - | 2,182 | - | 2,182 |
| 5.04.10 | Participation of Non-Controlling Shareholders' | - | - | - | - | - | - | (1,237) | (1,237) |
| 5.05 | Total Comprehensive Income | - | - | - | 358,534 | 75,477 | 434,011 | (2,207) | 431,804 |
| 5.05.01 | Net Income for the Period | - | - | - | 358,534 | - | 358,534 | (2,207) | 356,327 |
| 5.05.02 | Other Comprehensive Income | - | - | - | - | 75,477 | 75,477 | - | 75,477 |
| 5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 151,597 | 151,597 | - | 151,597 |
| 5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (50,079) | (50,079) | - | (50,079) |
| 5.05.02.06 | Unrealized Loss in Available for Sale Marketable Securities | - | - | - | - | (919) | (919) | - | (919) |
| 5.05.02.07 | Actuarial Loss | - | - | - | - | (6,069) | (6,069) | - | (6,069) |
| 5.05.02.08 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (19,053) | (19,053) | - | (19,053) |
| 5.06 | Statements of Changes in Shareholders' Equity | - | - | 73,308 | (28,008) | - | 45,300 | - | 45,300 |
| 5.06.06 | Reserve for Expansion | - | - | 45,300 | - | - | 45,300 | - | 45,300 |
| 5.06.08 | Tax Incentives Reserve | - | - | 28,008 | (28,008) | - | - | - | - |
| 5.07 | Balance at March 31, 2013 | 12,460,471 | 28,909 | 2,289,087 | 330,526 | (125,535) | 14,983,458 | 34,068 | 15,017,526 |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Consolidated FS / Statement of Changes in Shareholders' Equity for the Period from*
*01/01/2012 to 03/31/2012*
*(in thousands of Brazilian Reais)*
| Account Code | Account Description | Capital Stock | Capital Reserves, Granted Options and Treasury Shares | Profit Reserves | Retained Earnings (Losses) | Other Comprehensive Income | Shareholders' Equity | Participation of Non-Controlling Shareholders | Total Shareholders' Equity |
|---|---|---|---|---|---|---|---|---|---|
| 5.01 | Balance at January 1, 2012 | 12,460,471 | 10,939 | 1,760,446 | - | (161,516) | 14,070,340 | 39,577 | 14,109,917 |
| 5.03 | Opening Balance Adjusted | 12,460,471 | 10,939 | 1,760,446 | - | (161,516) | 14,070,340 | 39,577 | 14,109,917 |
| 5.04 | Share-based Payments | - | 3,787 | - | - | - | 3,787 | 3,823 | 7,610 |
| 5.04.03 | Options Granted | - | 3,597 | - | - | - | 3,597 | - | 3,597 |
| 5.04.05 | Treasury Shares Sold | - | 158 | - | - | - | 158 | - | 158 |
| 5.04.08 | Gain on Disposal of Shares | - | 32 | - | - | - | 32 | - | 32 |
| 5.04.10 | Participation of Non-Controlling Shareholders' | - | - | - | - | - | - | 3,823 | 3,823 |
| 5.05 | Total Comprehensive Income | - | - | - | 153,199 | 95,503 | 248,702 | (344) | 248,358 |
| 5.05.01 | Net Income for the Period | - | - | - | 153,199 | - | 153,199 | (344) | 152,855 |
| 5.05.02 | Other Comprehensive Income | - | - | - | - | 95,503 | 95,503 | - | 95,503 |
| 5.05.02.01 | Financial Instruments Adjustments | - | - | - | - | 149,140 | 149,140 | - | 149,140 |
| 5.05.02.02 | Tax on Financial Instruments Adjustments | - | - | - | - | (49,392) | (49,392) | - | (49,392) |
| 5.05.02.06 | Unrealized Gain in Available for Sale Marketable Securities | - | - | - | - | 4,013 | 4,013 | - | 4,013 |
| 5.05.02.07 | Actuarial Loss | - | - | - | - | (8,225) | (8,225) | - | (8,225) |
| 5.05.02.08 | Cumulative Translation Adjustments of Foreign Currency | - | - | - | - | (33) | (33) | - | (33) |
| 5.06 | Statements of Changes in Shareholders' Equity | - | - | 10,343 | (10,343) | - | - | - | - |
| 5.06.08 | Tax Incentives Reserve | - | - | 10,343 | (10,343) | - | - | - | - |
| 5.07 | Balance at March 31, 2012 | 12,460,471 | 14,726 | 1,770,789 | 142,856 | (66,013) | 14,322,829 | 43,056 | 14,365,885 |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Consolidated FS / Statement of Value Added*
*(in thousands of Brazilian Reais)*
| Accumulated — Current Year | Accumulated — Previous Year | ||
|---|---|---|---|
| Account | 01.01.13 to | 01.01.12 to | |
| Code | Account Description | 03.31.13 | 03.31.12 |
| 7.01 | Revenues | 8,177,885 | 7,302,964 |
| 7.01.01 | Sales of Goods, Products and Services | 7,946,130 | 6,972,987 |
| 7.01.02 | Other Income | (26,455) | (11,961) |
| 7.01.03 | Revenue Related to Construction of Own Assets | 255,501 | 350,726 |
| 7.01.04 | (Provision) Reversal for Doubtful Accounts Reversal (Provisions) | 2,709 | (8,788) |
| 7.02 | Raw Material Acquired from Third Parties | (5,450,570) | (5,037,676) |
| 7.02.01 | Costs of Products and Goods Sold | (4,477,547) | (4,046,543) |
| 7.02.02 | Materials, Energy, Third Parties Services and Other | (973,151) | (997,600) |
| 7.02.03 | Recovery of Assets Values | 128 | 6,467 |
| 7.03 | Gross Value Added | 2,727,315 | 2,265,288 |
| 7.04 | Retentions | (270,521) | (237,580) |
| 7.04.01 | Depreciation, Amortization and Exhaustion | (270,521) | (237,580) |
| 7.05 | Net Value Added | 2,456,794 | 2,027,708 |
| 7.06 | Received from Third Parties | 210,857 | 289,233 |
| 7.06.01 | Equity Pick-Up | 7,400 | 5,654 |
| 7.06.02 | Financial Income | 202,549 | 284,038 |
| 7.06.03 | Other | 908 | (459) |
| 7.07 | Value Added to be Distributed | 2,667,651 | 2,316,941 |
| 7.08 | Distribution of Value Added | 2,667,651 | 2,316,941 |
| 7.08.01 | Payroll | 1,017,006 | 879,253 |
| 7.08.01.01 | Salaries | 794,153 | 705,460 |
| 7.08.01.02 | Benefits | 173,432 | 124,854 |
| 7.08.01.03 | Government Severance Indemnity Fund for Employees Guarantee Fund for Length of Service | 49,421 | 48,939 |
| 7.08.02 | Taxes, Fees and Contributions | 912,486 | 864,081 |
| 7.08.02.01 | Federal | 474,870 | 511,168 |
| 7.08.02.02 | State | 392,114 | 341,948 |
| 7.08.02.03 | Municipal | 45,502 | 10,965 |
| 7.08.03 | Capital Remuneration from Third Parties | 381,832 | 420,752 |
| 7.08.03.01 | Interests | 316,234 | 369,707 |
| 7.08.03.02 | Rents | 65,598 | 51,045 |
| 7.08.04 | Interest on Own Capital | 356,327 | 152,855 |
| 7.08.04.03 | Retained Earnings | 358,534 | 153,199 |
| 7.08.04.04 | Non-Controlling Interest | (2,207) | (344) |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
1Q2013 Results
Dear Shareholders,
We begin the year able to record highly positive results across the entire balance sheet and in line with our expectations of an improving scenario. The successful positioning of the brands, portfolio and innovation established during the preceding year by the Company, were instrumental in driving the growth and returns reported in the quarter compared with 2012. And this was in spite of the transfer of assets and suspension of brands accounting for a third of sales volume to the domestic market.
The Company reported net consolidated sales growth of 13.8% to R$ 7.2 billion. Adjusted EBITDA reached R$ 852.5 million with a net margin of 11.8% against 8.4% reported in 1Q12 and EBITDA reached R$ 803.8 million. Net income climbed 134% to R$ 358.5 million, equivalent to a net margin of 5.0% against 2.4% in 1Q12.
This improved performance was a result of a positive contribution of all segments of the business, more especially the domestic market which in the quarter accounted for 78.5% of the operating result on a margin of 13.4%.
Exports which had posted a negative operating margin of 2.3% in 2012, in 1Q13 recorded a positive 1.1%, contributing R$ 34.5 million to operating result and reflecting the gradual expected recovery in the export market.
In the food services business, there was a 3.0 percentage point gain in operating margin to 14% against 11% in 1Q12.
The proposed strategy for improving performance in the dairy product segment proved effective in the period, reverting the negative results to an operating profit of R$ 28.8 million, corresponding to a 4.4% operating margin.
On April 9, 2013, the Company held its Extraordinary and Annual General Meeting, approving among other matters the election of the Board of Directors and confirming Mr. Abilio Diniz as chairman of the Board. The shareholders also placed on record a vote of thanks to the Company’s former chairman, Nildemar Secches, for the 13 years during which he led the management of Perdigão in addition to the 4 years at BRF, highlighting his excellent work in achieving growth and robust returns as well as establishing the basis for growth of the Company as it initiates the new cycle.
In 2013, BRF is now effectively operating as a single Company following the completion of a successful merger process, leaving it ready to unlock still more value and proceed steadfastly with its strategy of growth and internationalization.
With new leadership in the Board of Directors, the Company is preparing for a new cycle of accelerating growth and a further advance in results. It is our belief that with its accumulated experience, vitality and entrepreneurship, the Board will make a decisive contribution to the success of this cycle which is now beginning.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
São Paulo, April 2013
| Abilio dos Santos Diniz | José Antonio do Prado Fay |
|---|---|
| Chairman of the Board of Directors | Chief Executive Officer |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
1 st Quarter 2013 (1Q13)
· Net sales totaled R$ 7.2 billion, a year-on-year growth of 13.8%, a notable contribution to this growth performance coming from revenues obtained in the following operating segments: domestic market 4.2%; exports 31.1%; dairy products 0.3% and food service 3.5%. This was achieved thanks to efforts to offset the effects of the TCD (Performance Agreement Instrument).
· The meats, dairy products and other processed products in addition to other items recorded sales of 1.4 million tons, 5.0% less, impacted by asset sales and discontinuation of certain brands following the signature of the agreement with the Brazilian Anti-trust Authority - CADE in 3Q12.
· Gross profit totaled R$ 1.7 billion, a 26.3% increase due to the efficient management of the cost-price ratio jointly with the control of expenses in spite of cost pressures. The Company reported an improvement in gross margin from 21.2% to 23.5%.
· Adjusted EBITDA reached R$ 852.5 million, a 60.2% improvement, registering an adjusted EBITDA margin of 11.8% against 8.4% reported in 1Q12 and a gain of 3.4 percentage points. EBITDA reached R$ 803.8 million in 1Q13 (58.9% over 1Q12) with an EBITDA margin of 11.1% against 8.0%.
· Net income jumped 134.0% to R$ 358.5 million. Net margin saw a gain of 2.6 percentage points increasing from 2.4% to 5.0%.
· Financial trading volume of shares reached an average of US$ 90.9 million/day in the quarter, 5.2% higher than the same period in 2012.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
| Highlights (R$ Million) | 1Q13 | 1Q12 | var. % |
|---|---|---|---|
| Net Sales | 7,209 | 6,337 | 14 |
| Domestic Market | 4,069 | 3,916 | 4 |
| Exports | 3,139 | 2,421 | 30 |
| Gross Profit | 1,697 | 1,343 | 26 |
| Gross Margin | 23.5% | 21.2% | 2.3 p.p |
| EBIT | 531 | 268 | 98 |
| Net Income | 359 | 153 | 134 |
| Net Margin | 5.0% | 2.4% | 2.6 p.p |
| EBITDA | 804 | 506 | 59 |
| EBITDA Margin | 11.1% | 8.0% | 3.1 p.p |
| EBITDA | 853 | 532 | 60 |
| EBITDA Margin | 11.8% | 8.4% | 3.4 p.p |
| Earnings per share (1) | 0.41 | 0.18 | 128 |
| (1) Consolidated earnings per share (in R$), excluding treasury shares. |
The variations commented in this report are comparisons for 1Q13 in relation to 1Q12 or as specified.
Sector Scenario
Brazilian Exports
The first quarter 2013 reported a decline in the volume of pork and chicken meat exports compared with 1Q12. However, results for beef exports in the quarter continued to increase both in volume as well as in revenue (measured in US$).
Exported volume of chicken meat amounted to 901 thousand tons in 1Q13, 7.5% down on 1Q12. In revenue terms (in US$), 1Q13 was 2.2% more than 1Q12. Major declines in volume in 1Q13 versus 1Q12 were reported for the United Arab Emirates (-11.3%), Hong Kong (-31.2%) and South Africa (-8.3%). In spite of an end to anti-dumping measures in the latter market, Brazilian export volume has still to recover to its former levels. On the other hand, volumes to the Middle East as a whole increased 10.2% on the same comparative basis, Saudi Arabia turning in a
strong performance (+28.2%). The Asiatic market posted a significant decline in volume in 1Q13 versus 1Q12 (-14.4%), although there was an increase of 16.7% by volume in Brazilian exports to Japan on the same parameters for comparison.
Shipments of pork meat reached 120 thousand tons in 1Q13, 2.9% down on 1Q12. Export revenue for the quarter (in US$) increased 0.9% compared with 1Q12. Out of the ten leading importers of Brazilian pork, only Russia recorded a year-on-year increase in volume (+95%) principally following a recovery after the lifting of the ban of more than a year on production from the states of Rio Grande do Sul and Paraná. Conversely, Hong Kong and the Ukraine reported a decline in pork meat imports from Brazil of 27% and 6%, respectively, for the same comparable periods. In March 2013, the Ukraine temporarily suspended shipments from Brazil alleging sanitary problems.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Beef export volumes were up on 1Q13. With shipments of 324 thousand tons in the period, 1Q13 exports were 25.5% higher than for 1Q12. Revenues also reported a significant jump of 18.9% against 1Q12. Markets reporting the best performance were Russia, Venezuela and Chile.
Domestic consumption
The Consumer Confidence Index – ICC recorded its most depressed level over the last six months for three years. The Brazilian consumer has become concerned principally with the overall inflation rate which has continued at a high level (1.22% 1Q12 vs. 1.93% 1Q13).
In the 12 month period to the end of March 2013, the inflation rate broke through the upper limit of the band established by the government for price inflation. Consequently, the Amplified Consumer Price Index - IPCA for away from home nutrition reported the same trend (2.11% in 1Q12 vs. 2.84% in 1Q13), driven largely by an increase in prices in the cold beverages category following an increase in the IPI excise tax.
Investments
Investment in Capex in the quarter amounted to R$ 516 million, directed mainly at projects destined for growth, efficiency and support. Investments of R$ 121 million in biological assets (breeder stock) for supplying growth projects are also considered in this amount. Remaining investments relate to capital injections in Rising Star, Avex, Federal Foods and Nutrifont.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Capex - R$ million
Production
A total of 1.3 million tons of food was produced in the quarter, a volume 9.1% down on 2012. Adjustments were made to the meat production segment in the light of the implementation of the Performance Agreement Instrument (TCD) and a reduction in the output of dry line dairy products (UHT milk) – a strategic decision in view of the focus on ramping up profitability.
Production at Quickfood, Argentina was consolidated in July 2012 and recorded in the Company’s overall numbers for the meats and other processed products.
| Production | 1Q13 | 1Q12 | var. % |
|---|---|---|---|
| Poultry Slaughter (million heads) | 442 | 464 | (5) |
| Hog/ Cattle Slaughter (thousand heads) | 2,475 | 2,914 | (15) |
| Production (thousand tons) | |||
| Meats | 1,026 | 1,085 | (5) |
| Dairy Products | 198 | 257 | (23) |
| Other Processed Products | 114 | 131 | (13) |
| Feed and Premix (thousand tons) | 2,740 | 2,949 | (7) |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
A total of 58 new products were launched during the year as part of portfolio expansion, the repositioning of the brands and categories and the creating of added value: food service - 8; domestic market – 8; exports – 30; and 12 in the dairy product segment.
DOMESTIC MARKET
Domestic market revenues were R$ 3.1 billion, a year-on-year increase of 4.2%, against 7.5% less volume due to transfers and discontinuation of production with the signing of the TCD. Average prices rose 12.6% and offsetting a rise of 7.4% in average costs due to the improved mix of the portfolio with higher added value products and the passing on of cost inflation in prices. Operating results were R$ 416.8 million, a 46.7% increase, representing an operating margin of 13.4% against 9.5%, a gain of 3.9 p.p.
The operating gain accounting for 78.5% of the consolidated result for the quarter is particularly due to the repositioning of categories and domestic market lines which included: specialty meats and frozen meats, ready-to-eat dishes as well as the launch of special poultry cuts which added 8% in returns obtained from domestic market business.
The Sadia Sabor and Equilíbrio branded lines were launched in the quarter – a quick, complete, nutritionally balanced, nutritive, uncomplicated and delicious meal for day to day eating. Other product launches were: Chicken Nuggets; a new line in breaded products, exclusively with chicken breast – Herbal, Spicy and Traditional flavors. Perdigão branded Sanduba X-Smoked Sausage and X-Chicken products were also launched.
Perdigão Brazil Cup – In March, the Company signed an agreement for sponsoring the Brazil Cup, a competition organized by the Brazilian Football Confederation (CBF). As the official sponsor of the Brazil Cup – the second most important tournament in the country, - Perdigão has been elevated to the name of the competition to be known as the Perdigão Brazil Cup for the next three years. This associates the Perdigão brand with the visibility of the soccer theme in Brazil, reinforcing the fact that it is present in the market with its penetration, quality and tradition.
MARKET SHARE – Value %
Source: AC Nielsen – Accumulated 2013
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
EXPORTS
BRF increased its share of exports relative to Brazilian exporters as a whole both in relation to poultry as well as pork meat in spite of a continuing adverse domestic scenario.
In the case of poultry, there was a 3.0 percentage points gain in relation to 1Q12, achieving a 47.6% share of the export market. Performance was generally favorable with the exception of Venezuela. In the case of pork, BRF’s exports recorded a gain of 4.2 percentage points compared with 1Q12, reaching a 46.4% share of export business. In this case, improved performance in smaller markets such as Angola and Singapore, compensated for reduced transactions with Russia and the Ukraine, these being the leading markets for Brazilian pork.
The first quarter was further characterized by situations negatively impacting results in the export markets, such as: logistics and port-related problems due to excess rainfall in the ports located in the south of Brazil and problems due to peak grain shipments through the port of Santos; the ban on Brazilian pork exports to the Ukraine; the continuing slow recovery of the Japanese market and excess volumes in the Venezuelan market.
During the quarter, exports reached 602.1 thousand tons, a volume 4.1% higher than 1Q12. Equally, average prices also recovered, increasing by 25.9% in reais. Revenues were R$ 3.1 billion, a 31.1% rise. Average costs were up 22.0% reflecting the continuing impact of higher prices for soybeans and corn.
Consequently, the export segment posted an operating result of R$ 34.5 million on an operating margin of 1.1% against a negative 2.3% in 1Q12.
BRF’s status in the principal export markets for the quarter was as follows:
Middle East – Revenues were up by 45.7% although volumes were 1.3% down. Important countries such as Egypt and Iraq and substantial consumers of heavy chicken breeds, are facing difficulties which directly reflect consumption. The market for Saudi Arabia and region reported stability.
Far East – In Japan, local inventory of imported products remains under control, suggesting a degree of stability for future business. Demand post-Chinese New Year and the outbreak of avian influenza has reflected in more stable consumption. Export volume was down 11.2% on 1Q12 although revenue rose 7.6%.
Europe – The scenario in 1Q13 was similar to previous periods: there are signs of some evolution in chicken sales although business involving turkey meat remains difficult due to oversupply and weak consumption. The Company’s focus remains on adding value especially for products comprising the Plusfood line. Volume and revenue were 2.9% and 4.4% down, respectively, in relation to 1Q12.
Eurasia – In March 2013, the Ukraine suspended pork imports from Brazil alleging sanitary issues. On the other hand Russia, the largest market in the region operated with a certain degree of stability in 1Q13. In terms of growth, revenues were up 58.3% on higher volume of 36.1%.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
South America – Growth was 77.4% in revenue and 46.6% in volume due to the acquisition of Quickfood, with its Paty brand, in Argentina in July 2012.
Africa and other countries – The highlight in Africa was the launch of a new line of Sadia-branded processed products in some of the principal markets in the region such as Angola, Ghana and Mauritius. Revenue growth was 13.7% against 8.1% lower volume.
DAIRY PRODUCTS
The Company continued to pursue the construction of the Batavo brand’s positioning in the market with the “thinking about your nature” campaign initiated in 2012. In addition, besides several launches of yogurt products, BRF introduced a further innovation, this time in the market for fruit juices with the launch of Batavo Hidra, representing an evolution in fruit juices. The product was launched in the first quarter in a test area, backed by a campaign on the free TV channels, social media, publicity in the leading news vehicles and through tasting events. The campaign shows Batavo Hidra as a differentiated product, unique with milk whey nutrients which simultaneously deliver three benefits – refreshes, provides nutrition and hydrates.
In this context, it should be noted that the Company continues to air its “Cheese you ask by the brand and its Sadia“ campaign in the media.
The strategy for enhancing returns from the business through focusing on a higher value added product mix and lesser dependence on UHT milks is being executed as planned. As a result, we were able to record sales revenue of R$ 647.6 million, 0.3% over 1Q12, although volumes were down 16.5% in line with strategy. Average prices were up 20.1% due to the improved mix while average costs reported an increase of 14.5%. In this context, the operating result amounted to R$ 28.8 million, equivalent to an operating margin of 4.4% against a negative 0.1% in 1Q12.
We continue our determined search for integration on all fronts, distribution centers, sales teams, manufacture and management, definition of the optimum size of the business, prioritizing results, improvement in execution and sustained growth - reaping the rewards in terms of first quarter margins and profits.
FOOD SERVICE
The first quarter 2013 was a challenging one for the food services market. The tendency for the increase in the consumption of meals away from home that has been the characteristic of the last few years suffered due to the decline in consumer confidence, the rise in food and beverage price inflation and greater personal debt levels inherent to the first few months of the year.
The principal fast food chains have reported no effective growth compared with the first quarter 2012. There was a fall in the number of transactions on a same store basis both for proprietary-owned operations as well as franchises. ABAD (Brazilian Wholesalers and Distributors Association) revealed that sales of distributors specialized in Food Services are declining on a monthly basis, albeit reporting effective growth compared with 2012.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
With this year’s Carnival holiday period falling early in February, consumers extended their vacations, negatively impacting turnover at those establishments close to offices and business parks.
In spite of the adverse economic climate, we focused on improving the level of service to transformers, presenting growth of 3.5% in relation to the preceding year and reaching R$ 365.0 million on 14.7% lower volumes. Average prices were 21.2% higher against cost increases of 16.5%.
The highlight was a recovery in the segment’s profitability with a gain of 3.0 percentage points in the operating margin of 14.0%, justified by the equalization of the price cost ratio of items sold, reporting an operating result of R$ 50.9 million.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
| DOMESTIC MARKET | THOUSAND TONS — 1Q13 | 1Q12 | % ch. | R$ MILLION — 1Q13 | 1Q12 | % ch. |
|---|---|---|---|---|---|---|
| In Natura | 102 | 99 | 3 | 617 | 481 | 28 |
| Poultry | 72 | 66 | 9 | 393 | 273 | 44 |
| Pork/Beef | 30 | 33 | (8) | 224 | 208 | 8 |
| Processed Foods | 349 | 435 | (20) | 2,229 | 2,318 | (4) |
| Others Sales | 116 | 79 | 47 | 257 | 181 | 42 |
| Total | 567 | 613 | (7) | 3,104 | 2,980 | 4 |
| EXPORTS | THOUSAND TONS | R$ MILLION | ||||
| 1Q13 | 1Q12 | % ch. | 1Q13 | 1Q12 | % ch. | |
| In Natura | 495 | 504 | (2) | 2,476 | 1,950 | 27 |
| Poultry | 428 | 437 | (2) | 2,040 | 1,538 | 33 |
| Pork/Beef | 66 | 68 | (2) | 436 | 412 | 5 |
| Processed Foods | 103 | 74 | 39 | 614 | 409 | 50 |
| Other Sales | 4 | 0 | - | 3 | 0 | - |
| Total | 602 | 578 | 4 | 3,093 | 2,359 | 31 |
| DAIRY | THOUSAND TONS | R$ MILLION | ||||
| 1Q13 | 1Q12 | % ch. | 1Q13 | 1Q12 | % ch. | |
| Dry Division | 160 | 192 | (17) | 380 | 383 | (1) |
| Fresh and Frozen Division | 46 | 59 | (22) | 251 | 251 | 0 |
| Other Sales | 21 | 21 | - | 16 | 12 | 37 |
| Total | 228 | 273 | (16) | 648 | 646 | 0 |
| FOOD SERVICE | THOUSAND TONS | R$ MILLION | ||||
| 1Q13 | 1Q12 | % ch. | 1Q13 | 1Q12 | % ch. | |
| Total | 49 | 57 | (15) | 365 | 353 | 3 |
| TOTAL | THOUSAND TONS | R$ MILLION | ||||
| 1Q13 | 1Q12 | % Ch. | 1Q13 | 1Q12 | % Ch. | |
| Total | 1,445 | 1,521 | (5) | 7,209 | 6,337 | 14 |
Net Operating Sales
BRF reported net operating sales in the quarter of R$ 7.2 billion, a growth of 13.8% compared with 1Q12, the result of the post-merger repositioning of the brands and portfolios. This involved prioritizing the focus on innovation and the launch of several new products and categories contributing to enhanced revenue together with planned organic growth of the operations of Quickfood acquired in Argentina. In addition, export performance improved with the gradual recovery in demand from the principal markets where the Company operates: the Middle East and the Far East both of which oversupply in 2012. This successful strategy was instrumental in offsetting the impact of the transfer of assets and the discontinuation of categories of some brands in 3Q12 as part of the agreement with CADE for complying with the TCD.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Breakdown of Net Sales (%)
Breakdown by product and by market (Net Sales)
Cost of Sales (COGS)
The cost of sales increased 10.4% compared with 1Q12, reporting R$ 5.5 billion. Despite the increase, costs rose at a lower rate than sales revenue, thus feeding through to an improved gross margin. The following items were largely responsible for cost increases: 1) a spike in the cost of raw materials, more especially in corn in 4Q12 due to the hiatus between crops in Brazil, reflecting in the average cost of production of in-natura products in 1Q13 – principally poultry and pork meats for export; 2) an increase in the items indexed to the foreign exchange rate: packaging, freight, vitamins; 3) adjustment of production lines and productivity following asset transfers in accordance with the TCD; and 4) the application of the new freight regulations under the – “truck drivers’ law”.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Gross Profit and Gross Margin
Gross Profit amounted to R$ 1.7 billion, a year-on-year improvement of 26.3% with a gross margin rising by 2.3 percentage points from 21.2% to 23.5%. The gain in gross margin reflects the success in the management of measures adopted for repositioning the Company’s retail operations in the light of the TCD, savings in production costs and the gradual improvement shown in the leading international markets.
Operating Expenses
Operating results also had an impact on the quarter’s results, increasing by a 1.1 percentage point over 1Q12, an increase of 6.3% - but representing half of the growth recorded for operating sales revenue.
Commercial expenses increased by 5.1% in spite of the investments in development of new lines and products (innovation), product launches and marketing campaigns. The relative participation of commercial expenses could have reported more significant gains had it not been for the impact of new freight regulations involving the “truck drivers’ law” which entails an increase in variable commercial expenses on transportation logistics.
Administrative expenses and fees were 1.4% of net operating revenue, a proportionally greater increase over net sales and representing a rise of 20.1% over 1Q12 due to necessary non-recurring expenditures on the implementation of projects.
Other Operating Expenses
The increase of 62.5% in Other Operating Expenses is due to the pre-operational costs of new industrial units, accidents, and provision for tax contingencies.
Expenses with profit sharing are also classified under this item and recorded an increase in the light of improved operating results.
Result of Equity Income
Reflecting results reported from domestic and foreign subsidiaries, equity income increased by 30.9%, a gain of R$ 7.4 million in the result for the quarter, particularly thanks to the results from subsidiaries in Europe and Argentina.
Operating Result before financial expenses and Operating Margin
In the light of the comments above, the operating result before financial expenses was R$ 531.1 million in the quarter – 98.1% higher and representing an operating margin of 7.4% of net operating revenue over the 4.2% recorded in 1Q12. The increase of 3.2 percentage points reflects the improvement in performance of the principal segments: domestic market, food service, exports and dairy products with the amelioration of the impacts of the main sources of production cost.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Financial Result
Net financial expenses amounted to R$ 101.7 million in the quarter increasing by 35.8%, especially due to the increase in interest overheads due to higher gross debt and a reduction in remuneration on cash investments in reais.
In the light of the high level of exports, the Company conducts operations with the specific purpose of currency hedging. In accordance with hedge accounting standards (CPC 38 and IAS 39), the Company uses financial derivatives (for example: NDF) and non-derivative financial instruments (for example: foreign currency debt) for hedge operations and concomitantly, to eliminate the respective unrealized foreign exchange rate variations from the income statement (under the Financial Expenses line).
The use of non-derivative financial instruments for foreign exchange cover, continues to permit a significant reduction in the net currency exposure in the balance sheet, resulting in substantial benefits through the matching of currency liability flows with export shipments and therefore contributing to a reduction in the volatility of the financial result.
On March 31, 2013, the non-financial derivative instruments designated as hedge accounting for foreign exchange cover amounted to USD 533 million, and a proportional reduction in book currency exposure of the same value. In addition, the financial derivative instruments designated as hedge accounting according to the concept of a cash flow hedge for coverage of highly probable exports, totaled USD 966 million + EUR 150 million + GBP 43.3 million and also contributed directly to the reduction in currency exposure. In both cases, the unrealized result for foreign exchange rate variation was booked to shareholders’ equity, thus avoiding the impact on the Financial Expenses.
The Company’s net debt was R$ 7.2 billion, 1.9% more than reported for December 31, 2012, resulting in a net debt to adjusted EBITDA ratio (last twelve months) of 2.4 times with a book currency exposure of US$ 388 million, a 6% increase.
| 03.31.13 | 03.31.12 | ||||
|---|---|---|---|---|---|
| DEBT - R$ Million | |||||
| Current | Non-Current | Total | Total | % ch. | |
| Local Currency | (2,198) | (1,821) | (4,019) | (4,143) | (3) |
| Foreing Currency | (494) | (4,792) | (5,286) | (5,628) | (6) |
| Gross Debt | (2,691) | (6,613) | (9,305) | (9,772) | (5) |
| Cash Investments | |||||
| Local Currency | 635 | 140 | 775 | 1,242 | (38) |
| Foreing Currency | 1,369 | 8 | 1,378 | 1,512 | (9) |
| Total Cash Investments | 2,004 | 148 | 2,152 | 2,753 | (22) |
| Net Accounting Debt | (687) | (6,465) | (7,153) | (7,018) | 2 |
| Exchange Rate Exposure - US$ Million | (388) | (412) | (6) |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Net debt / Adjusted EBITDA
Income Tax and Social Contribution
Income tax and social contribution totaled a negative R$ 73.0 million in the quarter – an increase of 81.4%, 17% of the pre-tax result for the quarter.
Participation of non-controlling shareholders
The result of R$ 2.2 million against R$ 0.3 million in 1Q12 recorded under this item relates to the consolidation of results from subsidiaries acquired in Argentina through Avex and from 3Q12, the incorporation of the results of Quickfood together with the results from the subsidiaries Al Wafi, Plusfood, among others.
Net Income and Net Margin
In the light of the Company’s improved performance, we were able to report a growth of 134.0% in net income which reached R$ 358.5 million in the quarter, a net margin of 5.0%, a growth of 2.6 percentage points in relation to 1Q12.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
EBITDA
| EBITDA - R$ Million | 1Q13 | 1Q12 | % ch. |
|---|---|---|---|
| Net Income | 359 | 153 | 134 |
| Income Tax and Social Contribution | 73 | 40 | 83 |
| Net Financial | 102 | 75 | 36 |
| Depreciation and Amortization | 271 | 238 | 14 |
| =EBITDA | 804 | 506 | 59 |
| Other Operating Results | 58 | 32 | 81 |
| Equity Accounting | (7) | (6) | - |
| Non Controlling Shareholders | (2) | (0) | - |
| =Adjusted EBITDA | 853 | 532 | 60 |
The expenses net of Other Operating Results are shown in Explanatory Note 33. The disclosure of adjusted EBITDA is in line with what the Company has already informed in the presentation of the previous quarterly and /or annual results or in other publications released to the market.
Adjusted EBITDA
(R$ million)
Shareholders’ Equity
On March 31, 2013, Shareholders’ Equity stood at R$ 15.0 billion against R$ 14.6 billion on December 31, 2012, an increase of 3.0% and reflected in a 6.9% return on the annualized investment.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Capital Markets
BRF’s shares reported an appreciation of 5.7% for 2013 to date on the São Paulo Stock Exchange (BM&FBovespa). The Company’s ADRs trading on the New York Stock Exchange also rose 4.7% in the same period. This contrasts with the negative variation of 7.5% of the Ibovespa, the stock index which incorporates the most liquid shares on the Brazilian exchange. The company’s market capitalization totaled R$ 38.9 billion, a growth of 23.8% in relation to 1Q12.
The Company reported its results at an Apimec (Association of Capital Markets Analysts and Investment Professionals) national meeting held in São Paulo and transmitted simultaneously in Brazil and overseas with the presence of the CEO, the CFO and the Vice Presidents for the business segments and part of the Company’s objective of fostering a broad-based discussion on the businesses and outlook. Several international conferences, meetings and conference calls were also held during the period.
Performance of BRF Shares X Ibovespa x NYSE
| PERFORMANCE | 1Q13 | 1Q12 | |
|---|---|---|---|
| BRFS3 - BM&F Bovespa | |||
| ● | Share price - R$* | 44.60 | 36.00 |
| Traded Shares (Volume) - Millions | 140.5 | 152.7 | |
| Performance | 5.7% | (1.2%) | |
| Bovespa Index | (7.5%) | 13.7% | |
| IGC (Brazil Corp. Gov. Index) | (0.1%) | 14.0% | |
| ISE (Corp. Sustainability Index) | 0.2% | 13.8% | |
| BRFS - NYSE | |||
| ● | Share price - US$* | 22.11 | 20.01 |
| Traded Shares (Volume) - Millions | 107.6 | 152.7 | |
| Performance | 4.7% | 2.4% | |
| Dow Jones Index | 11.3% | 8.1% | |
| * Closing Price |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Share Performance
ADR Performance
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Financial Trading Volume
Average US$ 76.9 million/day, a year-on-year decline of 11% (12 months)
CORPORATE GOVERNANCE
BRF published its Annual Sustainability Report for 2012 prior to the Annual General Shareholders’ Meeting in line with best practices for the management of listed companies and guidelines of the Guidance Committee for Disclosure of Information to the Market (Codim). The document can be accessed from the Company’s website ( www.brf-br.com /ri) , by following the Investors/Financial Information/Annual Reports path.
The Company’s graphic project reflects BRF’s new visual identity and its logo with symbolism which transmits the corporate essence and global footprint, demonstrating energy, protagonism, cultivating bonds between people and interacting with the world.
The document incorporates economic, financial, social and environmental information, meeting the requirements of application Level A of the Global Reporting Initiative (GRI) guidelines and also including indicators for the food sector and reporting greater transparency.
On April 9, 2013, the Company held its Extraordinary and Annual General Meeting with a record quorum of 81.18%, deemed a success in the context of widely held companies. Among the matters approved were the alteration of the corporate denomination to BRF S.A., the results for 2012, the distribution of remuneration to the shareholders, the election of the Board of Directors and the Fiscal Council, the compensation of management and amendments to the Stock Option Plan.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
In addition, approval was given to the distribution of supplementary dividends in the amount of R$ 45.3 million, to be paid out on April 30, 2013, corresponding to R$ 0.05205085 per share based on the free float as of this date (870,302,791 shares). Shares traded up to April 19, 2013 enjoy full rights to this remuneration.
Diffuse Control
Baseline: March 31, 2013
Number of Common Shares: 872,473,246
Capital Stock: R$ 12.6 billion
Rating
Fitch Ratings, Standard & Poor’s and Moody’s have all assigned an investment grade rating to the Company.
Novo Mercado
BRF signed up to the BM&FBovespa’s Novo Mercado Listing Regulations on April 12, 2006, requiring it to settle disputes through the Market Arbitration Panel under the arbitration commitment clause written into its bylaws and regulations.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Risk Management
BRF and its subsidiaries adopt a series of previously structured measures for maintaining the risks inherent to its businesses under the most rigorous control, details being shown under explanatory note 4 of the Financial Statements. Risks involving the markets in which the Company operates, sanitary controls, grains, nutritional safety and environmental protection as well as internal controls and financial risks are all monitored.
Relationship with the independent auditors
Pursuant to CVM Instruction 381/03, the Company informs that its policy for engaging services unrelated to the external audit is based on principles which preserve the auditor’s independence. In turn, these principles are based on the fact that the independent auditor should not audit its own work, may not exercise managerial functions, should not advocate on behalf of its client or render any other services which are deemed as not permitted under the prevailing norms, in this way maintaining the independence of the work undertaken.
Pursuant to CVM Instruction 480/09, at a meeting held on April 29, 2012, management declares that it has discussed, reviewed and agreed the information expressed in the revision report of the independent auditors and with the quarterly information for the quarter ending March 31, 2013.
SOCIAL REPORT
The Company is a major employer in the agro-industrial sector – more than 80% of its employees are located in small cities –, driving local economies and collaborating with the development of society. The corporate culture’s values and mission are beginning to be disseminated outside Brazil in line with BRF’s enhanced internationalization, thus preparing the Company’s executives to operate in an intercultural environment.
BRF’s human capital incorporates a universe of approximately 115 thousand employees, the Company adopting a policy of internal recruiting and decentralization of the selection process through the individual units. The principal purpose is to attract, select and direct manpower in accordance with profile and potential, hiring those aligned with BRF’s values.
The practice is to prioritize candidates originating from the location where there is a vacancy. In the first quarter, 83% of the vacancies were filled by employees drawn from the Company itself.
Focus on Human Capital
BRF runs development programs for leaders in their various hierarchical levels, such programs including: Formation of Leaders; E-learning for Integration of Leaders; and Leaders Development Program – PDL. In the first quarter of 2013, the Company completed the BRF Performance Cycle which incorporates evaluations of feedback and the recording of the Individual Development Plans for Executives (PDI) to be followed by action plans for implementation in 2013.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
Since January 2013, a further trainee program is underway with a group of 30, selected from a total of 19 thousand candidates. In August 2013, the Company will begin the selection process of participants for the 2014 program. A further selection process was begun for the BRF Interns Program, for which 259 vacancies have been open to make up intern numbers. The program now has a total of 466 active interns.
In the first quarter of 2013, the Training and Commercial Development area designed an Initial Formation in Sales course for the Dairy Products team. Some 250 salesmen are to undergo this recycling in addition to new hires. A further course for implementation is that of the Multipliers Formation aimed at this team’s supervisors. The Promoter Development Program was also implemented for approximately 800 promoters who have joined the company.
Additionally, BRF selected eight candidates for the Summer Project designed to identify young potential from the world’s most prestigious MBA schools and providing them with the opportunity to acquire professional knowledge in the Company’s strategic areas.
SSMA
The SSMA program shows significant progress from year to year. The accident Frequency Rate with time off work for example has shown a reduction of 77.7% since 2008. In 1Q13, the rate was 13.12% down on the same period in 2012. The objective is to reduce the rate by a further 5% on the result for 2012.
Stock Option Plan
The Company has granted a total of 6,372,427 stock options to 231 executives, the maximum vesting period being five years according to the Compensation Plan Regulations based on the shares approved on March 31, 2010 and amended on April 24, 2012 and April 9, 2013 at the Extraordinary and Annual General Shareholders’ Meeting. The plan contemplates the CEO, vice presidents, officers and others at BRF.
| Added Value Distribution (R$ million) | 1Q13 | 1Q12 | ch. % |
|---|---|---|---|
| Human Resources | 1,017 | 879 | 16 |
| Taxes | 912 | 864 | 6 |
| Interest / Rents | 382 | 421 | (9) |
| Retention | 359 | 153 | 134 |
| Non-controlling shareholders | (2) | (0) | - |
| Total | 2,668 | 2,317 | 15 |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Management* Report / Comments on the Performance****
| BALANCE SHEET - R$ Million | 03.31.2013 | 12.31.2012 | var. % |
|---|---|---|---|
| Assets | 30,387 | 30,772 | (1) |
| Current Assets | 10,970 | 11,590 | (5) |
| Cash and cash equivalents | 1,381 | 1,931 | (28) |
| Financial investments | 540 | 622 | (13) |
| Accounts receivable | 2,996 | 3,131 | (4) |
| Recoverable taxes | 919 | 965 | (5) |
| Assets held for sale | 23 | 23 | 0 |
| Securities receivable | 68 | 77 | (12) |
| Inventories | 3,192 | 3,019 | 6 |
| Biological assets | 1,319 | 1,371 | (4) |
| Other financial assets | 82 | 33 | 148 |
| Other receivables | 344 | 326 | 6 |
| Anticipated expenses | 106 | 92 | 15 |
| Non-Current Assets | 19,418 | 19,182 | 1 |
| Long-term assets | 3,671 | 3,723 | (1) |
| Cash investments | 53 | 74 | (29) |
| Accounts receivable | 11 | 11 | (1) |
| Escrow deposits | 389 | 365 | 7 |
| Biological assets | 440 | 428 | 3 |
| Securities receivable | 137 | 152 | (10) |
| Recoverable taxes | 1,138 | 1,142 | (0) |
| Deferred taxes | 670 | 725 | (8) |
| Other receivables | 737 | 732 | 1 |
| Restricted cash | 96 | 93 | 3 |
| Permanent Assets | 15,746 | 15,459 | 2 |
| Investments | 105 | 37 | 184 |
| Property, plant and equipment | 10,886 | 10,671 | 2 |
| Intangible | 4,755 | 4,752 | 0 |
| Liabilities | 30,387 | 30,772 | (1) |
| Current Liabilities | 6,899 | 7,481 | (8) |
| Loans and financing | 2,520 | 2,441 | 3 |
| Suppliers | 3,148 | 3,381 | (7) |
| Payroll and mandatory social charges | 439 | 426 | 3 |
| Taxes payable | 187 | 228 | (18) |
| Dividends/interest on shareholders’ equity | 2 | 160 | (99) |
| Management and staff profit sharing | 37 | 77 | (51) |
| Other financial liabilities | 171 | 253 | (33) |
| Provisions | 88 | 174 | (49) |
| Employee pension plan | 18 | 17 | 6 |
| Other liabilities | 288 | 324 | (11) |
| Non-Current Liabilities | 8,470 | 8,714 | (3) |
| Loans and financing | 6,613 | 7,078 | (7) |
| Suppliers | 158 | 38 | 316 |
| Taxes and social charges payable | 14 | 13 | 8 |
| Provision for tax, civil and labor contingencies | 857 | 761 | 13 |
| Deferred taxes | 25 | 28 | (10) |
| Employee pension plan | 294 | 286 | 3 |
| Other liabilities | 508 | 511 | (1) |
| Shareholders’ Equity | 15,018 | 14,576 | 3 |
| Capital stock paid in | 12,460 | 12,460 | - |
| Capital reserves | 76 | 70 | 9 |
| Profit reserves | 2,289 | 2,261 | 1 |
| Other related results | (126) | (201) | - |
| Retained profits (losses) | 359 | - | - |
| Interest on shareholders’ equity | (28) | - | - |
| Treasury shares | (47) | (52) | (9) |
| Participation of non controling shareholders | 34 | 38 | (9) |
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*Management* Report / Comments on the Performance****
| BRF- Brasil Foods S.A. - Consolidado BALAÇO PATRIMONIAL | |||
|---|---|---|---|
| FINANCIAL STATEMENTS | |||
| R$ million | 1Q13 | 1Q12 | Ch. % |
| Net Sales | 7,209 | 6,337 | 13.8 |
| Cost of sales | (5,512) | (4,994) | 10.4 |
| % of NS | -76.5% | -78.8% | 230 bps |
| Gross Profit | 1,697 | 1,343 | 26.3 |
| % of NS | 23.5% | 21.2% | 230 bps |
| Operating Expenses | (1,105) | (1,039) | 6.3 |
| % of NS | -15.3% | -16.4% | 110 bps |
| Selling Expenses | (1,002) | (953) | 5.1 |
| % of NS | -13.9% | -15.0% | 110 bps |
| Fixed | (561) | (548) | 2.3 |
| Variable | (441) | (406) | 8.8 |
| General and Administrative Expenses | (103) | (86) | 20.1 |
| % of NS | -1.4% | -1.4% | - |
| Honorary of our administrators | (5) | (5) | - |
| % of NS | -0.1% | -0.1% | - |
| General and administrative | (98) | (80) | 21.6 |
| % of NS | -1.4% | -1.3% | 10 bps |
| Operating Income | 592 | 304 | 94.5 |
| % of NS | 8.2% | 4.8% | 340 bps |
| Other Operating Results | (68) | (42) | 63.0 |
| Equity Income | 7 | 6 | 17.0 |
| Result before financial income | 531 | 268 | 98.1 |
| % of NS | 7.4% | 4.2% | 320 bps |
| Net Financial Income | (102) | (75) | 35.8 |
| Pre-tax income | 429 | 193 | 122.3 |
| % of NS | 6.0% | 3.0% | 300 bps |
| Income tax and social contribution | (73) | (40) | 81.4 |
| % of pre-tex income | -17.0% | -20.8% | 380 bps |
| Net income before participation | 356 | 153 | 133.1 |
| Participation of non-controlling shareholder | 2 | 0 | - |
| Net Income | 359 | 153 | 134.0 |
| % of NS | 5.0% | 2.4% | 260 bps |
| EBITDA | 804 | 506 | 58.9 |
| % of NS | 11.1% | 8.0% | 310 bps |
| Adjusted EBITDA | 853 | 532 | 60.3 |
| % of NS | 11.8% | 8.4% | 340 bps |
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*Management* Report / Comments on the Performance****
| FINANCIAL STATEMENTS — R$ million | 1Q13 | 1Q12 | Ch. % |
|---|---|---|---|
| Net Sales | 7,209 | 6,337 | 13.8 |
| Cost of sales | (5,512) | (4,994) | 10.4 |
| % of NS | -76.5% | -78.8% | 230 bps |
| Gross Profit | 1,697 | 1,343 | 26.3 |
| % of NS | 23.5% | 21.2% | 230 bps |
| Operating Expenses | (1,105) | (1,039) | 6.3 |
| % of NS | -15.3% | -16.4% | 110 bps |
| Selling Expenses | (1,002) | (953) | 5.1 |
| % of NS | -13.9% | -15.0% | 110 bps |
| Fixed | (561) | (548) | 2.3 |
| Variable | (441) | (406) | 8.8 |
| General and Administrative Expenses | (103) | (86) | 20.1 |
| % of NS | -1.4% | -1.4% | - |
| Honorary of our administrators | (5) | (5) | - |
| % of NS | -0.1% | -0.1% | - |
| General and administrative | (98) | (80) | 21.6 |
| % of NS | -1.4% | -1.3% | 10 bps |
| Operating Income | 592 | 304 | 94.5 |
| % of NS | 8.2% | 4.8% | 340 bps |
| Other Operating Results | (68) | (42) | 63.0 |
| Equity Income | 7 | 6 | 17.0 |
| Result before financial income | 531 | 268 | 98.1 |
| % of NS | 7.4% | 4.2% | 320 bps |
| Net Financial Income | (102) | (75) | 35.8 |
| Pre-tax income | 429 | 193 | 122.3 |
| % of NS | 6.0% | 3.0% | 300 bps |
| Income tax and social contribution | (73) | (40) | 81.4 |
| % of pre-tex income | -17.0% | -20.8% | 380 bps |
| Net income before participation | 356 | 153 | 133.1 |
| Participation of non-controlling shareholder | 2 | 0 | - |
| Net Income | 359 | 153 | 134.0 |
| % of NS | 5.0% | 2.4% | 260 bps |
| EBITDA | 804 | 506 | 58.9 |
| % of NS | 11.1% | 8.0% | 310 bps |
| Adjusted EBITDA | 853 | 532 | 60.3 |
| % of NS | 11.8% | 8.4% | 340 bps |
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| Cash Flow - R$ million | 1Q13 | 1Q12 | Ch. % |
|---|---|---|---|
| Operating Activities | |||
| Result for the fiscal year | 359 | 153 | 134 |
| Adjustments to the result | 511 | 798 | (36) |
| Changes in assets and liabilities | |||
| Accounts receivable from clients | 129 | 524 | (75) |
| Inventory | (170) | (332) | (49) |
| Suppliers | (121) | - | - |
| Payment of contingencies | (24) | (51) | (53) |
| Interest payments | (129) | (127) | 2 |
| Payment of income tax and social contribution | (46) | (19) | 142 |
| Salaries, social obligations and others | 37 | (328) | - |
| Net cash provided by operating activities | 546 | 618 | (12) |
| Investment Activities | |||
| Financial investments | 32 | (27) | - |
| Acquisition of companies | (3) | (2) | 38 |
| Other investments | (55) | - | - |
| Acquisition of fixed assets | (419) | (448) | (6) |
| Acquisition of biological assets | (121) | (117) | 4 |
| Revenue from the sale of fixed assets | 1 | 3 | (67) |
| Intangible investments | (28) | (1) | 700 |
| Cash from (invested) investment activities | (593) | (592) | 0 |
| Financing activities | |||
| Loans and financing | (304) | 176 | (272) |
| Capital Reduction | (10) | - | - |
| Interest on shareholders' equity | (175) | (340) | (49) |
| Acquisitions of treasury shares | 5 | - | - |
| Cash from (invested) in financing activities | (484) | (163) | 196 |
| Currency variation on cash and cash equivalents | (19) | (25) | (24) |
| Net increase (decrrease) in cash held | (550) | (162) | 240 |
| Cash and cash equivalents at the beginning of the period | 1,931 | 1,367 | 41 |
| Cash and cash equivalents at the end of the period | 1,381 | 1,205 | 15 |
The results for the 1 st quarter of 2013 consolidate the BRF S.A. Companies.
All statements contained in this report with regard to the Company’s business prospects, project results and potential growth of its business constitute mere forecasts and were based on management’s expectations in relation to the Company’s future performance. These expectations are heavily dependent on changes in the market and on the country’s general economic performance, that of the sector and the international markets and, therefore, being subject to changes.
On July 13, 2011, the plenary session of the Administrative Council for Economic Defense- CADE approved the Association between BRF and Sadia S.A., subject to compliance with the provisions contained in the Performance Commitment Agreement – TCD signed between the parties concerned. These documents are available in the website: www.brasilfoods.com/ri
46
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
1. COMPANY’S OPERATIONS
BRF S.A., new denomination of BRF – Brasil Foods S.A. as from April 9, 2013 (“BRF” or “parent company”) and its subsidiaries (collectively “Company”) is one of Brazil’s largest companies in the food industry. BRF is a public company, listed on the New Market of Brazilian Securities, Commodities & Futures Exchange (“BM&FBOVESPA”), under the ticker BRFS3, and listed on the New York Stock Exchange (“NYSE”), under the ticker BRFS. Its headquarter is located at 475, Jorge Tzachel Street in the City of Itajaí, State of Santa Catarina. With a focus on raising, producing and slaughtering of poultry, pork and beef, processing and/or sale of fresh meat, processed products, milk and dairy products, pasta, sauces, mayonnaise, frozen vegetables and soybean derivatives, among which the following are highlighted:
· Whole chickens and frozen cuts of chicken, turkey, pork and beef;
· Ham products, bologna, sausages, frankfurters and other smoked products;
· Hamburgers, breaded meat products and meatballs;
· Lasagnas, pizzas, cheese breads, pies and frozen vegetables;
· Milk, dairy products and desserts;
· Juices, soy milk and soy juices;
· Margarine, sauces and mayonnaise; and
· Soy meal and refined soy flour, as well as animal feed.
The Company's activities are segregated into 4 operating segments, being: domestic market, foreign market, food service and dairy products, as disclosed in note 5.
In the domestic market, the Company operates 30 meat processing plants, 11 dairy products processing plants, 2 margarine processing plants, 3 pasta processing plants, 1 dessert processing plant and 3 soybean crushing plant, all of them located near the Company’s raw material suppliers or the main consumer centers.
The Company has an advanced distribution system and uses 32 distribution centers (18 owned and 14 leased), to deliver its products to supermarkets, retail stores, wholesalers, restaurants and other institutional customers in the domestic market.
In the foreign market, the Company operates 6 meat processing plants, 1 margarine and oil processing plant, 1 sauces and mayonnaise processing plant, 1 pasta and pastries processing plant, 1 frozen vegetables processing plant, 1 cheese processing plant and 6 distribution centers (4 owned and 2 outsourced), besides subsidiaries or sales offices in the United Kingdom, Italy, Austria, Hungary, Japan, The Netherlands, Russia, Singapore, United Arab Emirates, Portugal, France, Germany, Turkey, China, Cayman Islands, South Africa, Venezuela, Uruguay and Chile.
47
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
The Company exports its products to more than 140 countries.
The name BRF deploys and adds value and reliability to several trademarks among which the most important are: Batavo, Claybon, Chester®, Elegê, Fazenda, Nabrasa, Perdigão, Perdix, Hot Pocket, Miss Daisy, Nuggets, Qualy, Sadia , Speciale Sadia, Dánica and Paty, in addition to licensed trademarks such as Turma da Mônica, Bob Esponja and Trakinas.
The table below summarizes the direct and indirect ownership interests of the Company, as well as the activities of each subsidiary:
48
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
1.1. Interest in subsidiaries
| Subsidiary | Main activity | Country | 03.31.13 | 12.31.12 | |
|---|---|---|---|---|---|
| PSA Laboratório Veterinário Ltda. | Veterinary activities | Brazil | 88.00% | 88.00% | |
| Sino dos Alpes Alimentos Ltda. | (a) | Industrialization and commercializations of products | Brazil | 99.99% | 99.99% |
| PDF Participações Ltda. | Holding | Brazil | 1.00% | 1.00% | |
| Sino dos Alpes Alimentos Ltda. | (a) | Industrialization and commercializations of products | Brazil | 0.01% | 0.01% |
| Vip S.A. Emp. Part. Imobiliárias | Commercialization of ow ned real state | Brazil | 100.00% | 100.00% | |
| Establecimiento Levino Zaccardi y Cia. S.A. | Industrialization and commercializations of dairy products | Argentina | 10.00% | 10.00% | |
| Avipal S.A. Construtora e Incorporadora | (a) | Construction and real estate marketing | Brazil | 100.00% | 100.00% |
| Avipal Centro-oeste S.A. | (a) | Industrialization and commercializations of milk | Brazil | 100.00% | 100.00% |
| Establecimiento Levino Zaccardi y Cia. S.A. | Industrialization and commercializations of dairy products | Argentina | 90.00% | 90.00% | |
| UP! Alimentos Ltda. | Industrialization and commercializations of products | Brazil | 50.00% | 50.00% | |
| Perdigão Trading S.A. | (a) | Holding | Brazil | 100.00% | 100.00% |
| PSA Laboratório Veterinário Ltda. | Veterinary activities | Brazil | 12.00% | 12.00% | |
| PDF Participações Ltda. | Holding | Brazil | 99.00% | 99.00% | |
| BRF GmbH | Holding and trading | Austria | 100.00% | 100.00% | |
| Perdigão Europe Ltd. | Import and commercialization of products | Portugal | 100.00% | 100.00% | |
| Perdigão International Ltd. | Import and commercialization of products | Cayman Island | 100.00% | 100.00% | |
| BFF International Ltd. | Financial fundraising | Cayman Island | 100.00% | 100.00% | |
| Highline International | (a) | Financial fundraising | Cayman Island | 100.00% | 100.00% |
| Plusfood Germany GmbH | Import and commercialization of products | Germany | 100.00% | 100.00% | |
| Perdigão France SARL | Marketing and logistics services | France | 100.00% | 100.00% | |
| Plusfood Holland B.V. | Administrative services | The Netherlands | 100.00% | 100.00% | |
| Plusfood Groep B.V. | Holding | The Netherlands | 100.00% | 100.00% | |
| Plusfood B.V. | Industrialization, import and commercializations of products | The Netherlands | 100.00% | 100.00% | |
| BRF Brasil Foods Japan KK | Marketing and logistics services | Japan | 100.00% | 100.00% | |
| BRF Brasil Foods PTE Ltd. | Marketing and logistics services | Singapore | 100.00% | 100.00% | |
| Plusfood Hungary Trade and Service LLC | Import and commercialization of products | Hungary | 100.00% | 100.00% | |
| Plusfood Iberia SL | Marketing and logistics services | Spain | 100.00% | 100.00% | |
| Plusfood Italy SRL | Import and commercialization of products | Italy | 67.00% | 67.00% | |
| Plusfood UK Ltd. | Import and commercialization of products | United Kingdom | 100.00% | 100.00% | |
| Plusfood Wrexham | Industrialization, import and commercializations of products | United Kingdom | 100.00% | 100.00% | |
| BRF Global GmbH | (b) | Holding and trading | Austria | 100.00% | 100.00% |
| Xamol Consultores Serviços Ltda. | (a) | Import and commercialization of products | Portugal | 100.00% | 100.00% |
| BRF Brasil Foods África Ltd. | Import and commercialization of products | South Africa | 100.00% | 100.00% | |
| Sadia Chile S.A. | Import and commercialization of products | Chile | 40.00% | 40.00% | |
| Rising Star Food Company Ltd. | Industralization, import and commercialization of products | China | 50.00% | 50.00% | |
| Badi Ltd. | Import and commercialization of products | United Arab Emirates | 100.00% | 100.00% | |
| Al-Wafi Al-Takamol Imp. | Import and commercialization of products | Saudi Arabia | 75.00% | 75.00% | |
| Federal Foods Ltd. | (e) | Import and commercialization of products | United Arab Emirates | 49.00% | - |
| Al-Wafi Food Products Factory LLC | Industrialization and commercialization of products | United Arab Emirates | 49.00% | - | |
| Wellax Food Logistics C.P.A.S.U. Lda. | Import and commercialization of products | Portugal | 100.00% | 100.00% | |
| Qualy 1 B.V. | (b) | Import and commercialization of products | The Netherlands | 100.00% | 100.00% |
| BRF Foods LLC | Import and commercialization of products | Russia | 90.00% | 90.00% | |
| Sadia Foods GmbH | Import and commercialization of products | Germany | 100.00% | 100.00% | |
| BRF Foods LLC | Import and commercialization of products | Russia | 10.00% | 10.00% | |
| Quickfood S.A. | Industrialization and commercialization of products | Argentina | 90.05% | 90.05% | |
| Sadia International Ltd. | Import and commercialization of products | Cayman Island | 100.00% | 100.00% | |
| Sadia Uruguay S.A. | Import and commercialization of products | Uruguay | 100.00% | 100.00% | |
| Sadia Alimentos S.A. | Import and export of products | Argentina | 0.02% | 0.02% | |
| Sadia Chile S.A. | Import and commercialization of products | Chile | 60.00% | 60.00% | |
| Sadia U.K. Ltd. | Import and commercialization of products | United Kingdom | 100.00% | 100.00% | |
| Sadia Overseas Ltd. | Financial fundraising | Cayman Island | 100.00% | 100.00% | |
| K&S Alimentos S.A. | Industrialization and commercialization of products | Brazil | 49.00% | 49.00% | |
| Sadia Alimentos S.A. | Import and export of products | Argentina | 99.98% | 99.98% | |
| Avex S.A. | Industrialization and commercialization of products | Argentina | 99.46% | 99.46% | |
| Flora Dánica S.A. | Industrialization and commercialization of products | Argentina | 95.00% | 95.00% | |
| GB Dan S.A. | Industrialization and commercialization of products | Argentina | 5.00% | 5.00% | |
| Flora San Luis S.A. | Industrialization and commercialization of products | Argentina | 95.00% | 95.00% | |
| Flora Dánica S.A. | Industrialization and commercialization of products | Argentina | 5.00% | 5.00% | |
| GB Dan S.A. | Industrialization and commercialization of products | Argentina | 95.00% | 95.00% | |
| Flora San Luis S.A. | Industrialization and commercialization of products | Argentina | 5.00% | 5.00% | |
| BRF - Suínos do Sul Ltda. | Participation in other companies | Brazil | 99.00% | 99.00% | |
| Nutrifont Alimentos S.A. | (c) | Industrialization and commercialization of products | Brazil | 50.00% | 50.00% |
| Sadia GmbH | (d) | Holding | Germany | - | 100.00% |
49
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
(a) Dormant subsidiaries.
(b) The wholly-owned subsidiary BRF Global GmbH (previously denominated Acheron Beteiligung-sverwaltung GmbH) owns 100 direct subsidiaries in Madeira Island, Portugal, which, as of March 31, 2013, total interest amounts to R$2,075 (R$2,169 as of December 31, 2012). The wholly-owned subsidiary Qualy B.V. owns 48 subsidiaries in The Netherlands, which as of March 31, 2013, the total interest is represented by a net capital deficiency of R$10,188 (R$10,957 as of December 31, 2012). The purpose of these subsidiaries is to operate in the European market to increase the Company’s market share, which is regulated by a system of poultry and turkey import quotas.
(c) Company in pre-operational phase.
(d) Company incorporated by BRF GmbH on March 31, 2013.
(e) The BRF acquired 49% of the share interest equity with the rights to 60% of dividends as permitted by Federal Law. 8/1984, in force in the United Arab Emirates and according to the shareholders' agreement.
1.2. Acquisition of assets related to integration, production and slaughter of porks – DOUX
On November 7, 2012, the Company entered into an agreement with CADE aiming to establish the rules for the assets related to integration, production and slaughtering of porks from Doux, located in the City of Ana Rech, State of Rio Grande do Sul, to have their title transferred to third parties, such assets were given as a collateral to BRF in order to guarantee certain cash advances made from BRF to Doux
On March 31, 2013, the book value of those assets totaled R$233,683, and which were accounted for as non-current assets.
1.3. Seasonality
The Company does not operate with any significant seasonality through the fiscal year. In general, during the fourth quarter the demand in the domestic market is slightly stronger than in the other quarters, mainly due to the year-end holiday season such as Christmas and New Years Eve. Our bestselling products are: turkey, Chester® and ham.
2. MANAGEMENT’S STATEMENT AND BASIS OF PREPARATION AND PRESENTATION OF QUARTERLY FINANCIAL INFORMATION
The Company’s consolidated quarterly financial information is in accordance with the accounting practices adopted in Brazil which comprise the rules issued by the Brazilian Securities Commission (“CVM”) and the pronouncements and interpretations of the Brazilian Accounting Pronouncements Committee (“CPC”), which are in conformity with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).
50
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
The Company’s individual quarterly financial information has been prepared in accordance with the accounting practices adopted in Brazil and for presentation purposes, is identified as “BR GAAP”. Such information differs from IFRS in relation to the evaluation of investments in associates and joint ventures, which were measured and recorded based on the equity pick-up accounting method rather than at cost or fair value, as is required by IFRS.
The Company’s individual and consolidated quarterly financial information are expressed in thousands of Brazilian Reais (“R$”), as well as, the amount of other currencies disclosed in the quarterly financial information, when applicable, were also expressed in thousands.
The preparation of the Company’s quarterly financial information requires Management to make judgments, use estimates and adopt assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, as well as the disclosures of contingent liabilities, as of the reporting date of these quarterly financial information. However, the uncertainty inherent to these judgments, assumptions and estimates could lead to results requiring a material adjustment to carrying amount of the affected asset or liability in future periods.
The settlement of the transactions involving such estimates can result in amounts significantly different from those recorded in the quarterly financial information due to the lack of precision inherent to the estimation process. The Company reviews its judgments, estimates and assumptions on a quarterly basis.
The individual and consolidated quarterly financial information were prepared based on the historical cost except for the following material items recognized in the balance sheet:
(i) derivative financial instruments measured at fair value;
(ii) derivative financial instruments measured at fair value through the statement of income;
(iii) financial assets available for sale measured at fair value;
(iv) assets and liabilities of acquired companies from January 1, 2009 recorded initially at fair value; and
(v) share-based payments measured at fair value.
51
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
3. SUMMARY OF ACCOUNTING PRACTICES
The quarterly financial information was prepared according to CVM Deliberation No. 673/11, which establishes the minimum content of interim financial statements and the principles for measurement and recognition of a full set or a condensed financial statements for an interim period.
The interim financial statements, in this case denominated as quarterly financial information, is aiming to provide updated information based on the last annual financial statements disclosed. Therefore, the quarterly financial information is focused on new activities, events and circumstances and do not duplicate the information previously disclosed, except in the case where Management judged that the maintenance of the information was relevant.
The current quarterly financial information was consistently prepared based on the accounting policies and estimates calculation methodology adopted in the preparation of the annual financial statements for the year ended December 31, 2012 (note 3).
There were no changes of any nature related to such policies and estimates calculation methodology. As allowed by CVM Deliberation No. 673/11, Management decided not to disclose again the details of the accounting policies adopted by the Company, hence, it is necessary the reading of the quarterly financial information together with the annual financial statements for the year ended December 31, 2012, in order to allow the quarterly financial information users to enlarge their understanding regarding the Company’s capacity of profit and future cash flows generation as well as its financial conditions and liquidity.
The exchange rates in Brazilian Reais effective at the date of the balance sheets translated were as follows:
| Final rate | 03.31.13 | 12.31.12 |
|---|---|---|
| U.S. Dollar (US$) | 2.0138 | 2.0435 |
| Euro (€) | 2.5853 | 2.6954 |
| Pound Sterling (£) | 3.0574 | 3.3031 |
| Argentine Peso (AR$) | 0.3933 | 0.4160 |
| Average rates | ||
| U.S. Dollar (US$) | 1.9977 | 1.9550 |
| Euro (€) | 2.6367 | 2.5103 |
| Pound Sterling (£) | 3.1000 | 3.0985 |
| Argentine Peso (AR$) | 0.3987 | 0.4298 |
52
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
4.1. Overview
In the regular course of its business, the Company is exposed to market risks related mainly to the fluctuation of interest rates, variation of foreign exchange rates and changes in the commodities prices.
The Company utilizes hedging instruments to mitigate its exposure to these risks, based on a Risk Policy under the management of the Financial Risk Management Committee, Board of Executive Officers and Board of Directors. Such policy includes the monitoring of the levels of exposure to each market risk and its measurement is performed based on the accounting exposure and forecast of future cash flows. The processes of monitoring, evaluation and approval of risk management were properly disclosed in details in the financial statements for the year ended December 31, 2012 and has not changed during the three month period ended March 31, 2013 and for this reason were not disclosed in this quarterly financial information.
4.1.1. Breakdown of the balances of exposure in foreign currency
Foreign currency denominated assets and liabilities are as follows:
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Cash and cash equivalents and marketable securities | 87.488 | 120.671 | 1.369.415 | 1.502.407 |
| Trade accounts receivable | 277.687 | 231.560 | 1.474.007 | 1.606.544 |
| Accounts receivable from subsidiaries | 1.505.693 | 1.225.246 | 123.956 | - |
| Restricted cash | - | - | 8.449 | 9.137 |
| Dollar future options agreements | 60.414 | 204.350 | 60.414 | 204.350 |
| Inventories | 1.697 | 1.973 | 566.478 | 543.030 |
| Exchange rate contracts (Swap) | (27.727) | (31.652) | (27.727) | (31.652) |
| Loans and financing | (2.568.419) | (2.815.029) | (5.285.516) | (5.628.401) |
| Bond designated as cash-flow hedge | 302.070 | 306.525 | 302.070 | 306.525 |
| Pre-payment exports designated as cash-flow hedge | 730.882 | 815.778 | 730.882 | 815.778 |
| Trade accounts payable | (224.452) | (233.867) | (461.717) | (479.730) |
| Advance to subsidiaries related to exports pre-payments | (3.442.689) | (3.258.361) | - | - |
| Other assets and liabilities, net | 10.612 | 11.271 | 358.023 | 310.829 |
| (3.286.744) | (3.421.535) | (781.266) | (841.183) | |
| Foreign exchange exposure in US$ | (1.632.110) | (1.674.350) | (387.956) | (411.638) |
The Company's net foreign exchange exposure as of March 31, 2013 totaled US$387,956 which is within the limit established by the Risk Policy.
53
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
4.1.2. Breakdown of the balances of derivative financial instruments
The positions of outstanding derivatives are as follows:
| Parent company | ||||||
|---|---|---|---|---|---|---|
| 03.31.13 | ||||||
| Instrument | Subject to hedge | Maturity | Receivable (2) | Payable (2) | Reference value (notional) | Market value (1) |
| Financial instruments designated as hedge accounting | ||||||
| NDF | Exchange rate | From 04/2013 to 12/2013 | R$ (6.24% fixed) | US$ | 1.502.295 | 53.050 |
| NDF | Exchange rate | From 04/2013 to 02/2014 | R$ (6.50% fixed) | EUR | 387.795 | 15.412 |
| NDF | Exchange rate | From 04/2013 to 02/2014 | R$ (5.96% fixed) | GBP | 132.385 | 8.830 |
| Fixed exchange rate | Exchange rate | 04/2013 | R$ (6.60% fixed) | US$ | 40.276 | 1.538 |
| Swap | Exchange rate | Up to 03/2014 | R$ (9.75% fixed) | US$ + 1.58% | 322.990 | (73.615) |
| Swap | Exchange rate | Up to 07/2013 | US$ + 7.00% | R$ (76.00% of CDI) 3 | 70.483 | 1.048 |
| Swap | Exchange rate | From 04/2013 to 12/2013 | US$ + LIBOR 3M + 3.83% | R$ (97.50% of CDI) 3 | 111.878 | (1.618) |
| Swap | Interest rate | From 04/2013 to 06/2018 | US$ + LIBOR 3M + 2.60% | US$ + 5.47% | 201.380 | (19.853) |
| Swap | Interest rate | From 04/2013 to 02/2019 | US$ + LIBOR 6M + 2.37% | US$ + 5.52% | 253.163 | (20.831) |
| Options | Exchange rate | From 04/2013 to 07/2013 | R$ | US$ | 60.414 | 132 |
| 3.083.059 | (35.907) | |||||
| Financial instruments not designated as hedge accounting | ||||||
| Swap | Exchange rate | Up to 03/2015 | R$ (8.41% fixed) | US$ - 0.20% | 27.727 | (4.740) |
| Options | Live cattle | From 06/2013 to 12/2013 | R$ | R$ | 44.906 | (206) |
| NDF | Live cattle | Up to 01/2014 | R$ | R$ | 1.644 | (2) |
| Future contract | Exchange rate | Up to 02/2013 | US$ | R$ | 15.214 | 318 |
| Future contract | Live cattle | Up to 10/2013 | R$ | R$ | 57.632 | 13 |
| 147.123 | (4.617) | |||||
| 3.230.182 | (40.524) | |||||
| BR GAAP | ||||||
| Parent company | ||||||
| 12.31.12 | ||||||
| Instrument | Subject to hedge | Maturity | Receivable (2) | Payable (2) | Reference value (notional) | Market value (1) |
| Financial instruments designated as hedge accounting | ||||||
| NDF | Exchange rate | From 01/2013 to 11/2013 | R$ (6.53% fixed) | US$ | 2.057.805 | (20.044) |
| NDF | Exchange rate | From 01/2013 to 11/2013 | R$ (7.13% fixed) | EUR | 530.994 | (11.268) |
| NDF | Exchange rate | From 01/2013 to 11/2013 | R$ (6.22% fixed) | GBP | 176.386 | (6.425) |
| Fixed exchange rate | Exchange rate | From 01/2013 to 04/2013 | R$ (7.66% fixed) | US$ | 132.828 | 2.080 |
| Swap | Exchange rate | Up to 03/2014 | R$ (9.75% fixed) | US$ + 1.58% | 408.700 | (76.934) |
| Swap | Exchange rate | Up to 07/2013 | US$ + 7.00% | R$ (76.00% of CDI) 3 | 56.112 | 2.119 |
| Swap | Exchange rate | From 01/2013 to 12/2013 | US$ + LIBOR 3M + 3.83% | R$ (97.50% of CDI) 3 | 330.750 | (2.165) |
| Swap | Interest rate | From 01/2013 to 06/2018 | US$ + LIBOR 3M + 2.60% | US$ + 5.47% | 204.350 | (21.661) |
| Swap | Interest rate | From 01/2013 to 02/2019 | US$ + LIBOR 6M + 1.96% | US$ + 5.23% | 319.662 | (25.091) |
| 4.217.587 | (159.389) | |||||
| Financial instruments not designated as hedge accounting | ||||||
| Swap | Exchange rate | Up to 03/2015 | R$ (8.41% fixed) | US$ - 0.20% | 31.652 | (5.609) |
| Options | Live cattle | From 01/2013 to 07/2013 | R$ | R$ | 28.784 | 10 |
| NDF | Live cattle | Up to 01/2013 | R$ | R$ | 854 | 57 |
| Future contract | Exchange rate | Up to 02/2013 | US$ | R$ | 204.350 | (782) |
| Future contract | Live cattle | Up to 10/2013 | R$ | R$ | 20.309 | (7) |
| 285.949 | (6.331) | |||||
| 4.503.536 | (165.720) |
54
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||||
|---|---|---|---|---|---|---|
| Consolidated | ||||||
| 03.31.13 | ||||||
| Instrument | Subject to hedge | Maturity | Receivable (2) | Payable (2) | Reference value (notional) | Market value (1) |
| Financial instruments designated as hedge accounting | ||||||
| NDF | Exchange rate | From 04/2013 to 12/2013 | R$ (6.24% fixed) | US$ | 1.502.295 | 53.050 |
| NDF | Exchange rate | From 04/2013 to 02/2014 | R$ (6.50% fixed) | EUR | 387.795 | 15.412 |
| NDF | Exchange rate | From 04/2013 to 02/2014 | R$ (5.96% fixed) | GBP | 132.385 | 8.830 |
| Fixed exchange rate | Exchange rate | 04/2013 | R$ (6.60% fixed) | US$ | 40.276 | 1.538 |
| Swap | Exchange rate | Up to 03/2014 | R$ (9.75% fixed) | US$ + 1.58% | 322.990 | (73.615) |
| Swap | Exchange rate | Up to 07/2013 | US$ + 7.00% | R$ (76.00% of CDI) 3 | 70.483 | 1.048 |
| Swap | Exchange rate | From 04/2013 to 12/2013 | US$ + LIBOR 3M + 3.83% | R$ (97.50% of CDI) 3 | 111.878 | (1.618) |
| Swap | Interest rate | From 04/2013 to 06/2018 | US$ + LIBOR 3M + 2.48% | US$ + 4.27% | 402.760 | (20.957) |
| Swap | Interest rate | From 04/2013 to 02/2019 | US$ + LIBOR 6M + 2.57% | US$ + 5.75% | 655.923 | (67.841) |
| Options | Exchange rate | From 04/2013 to 07/2013 | R$ | US$ | 60.414 | 132 |
| 3.687.199 | (84.021) | |||||
| Financial instruments not designated as hedge accounting | ||||||
| NDF | Exchange rate | Up to 06/2013 | US$ (1.37% fixed) | EUR | 129.265 | 151 |
| Swap | Exchange rate | Up to 03/2015 | R$ (8.41% fixed) | US$ - 0.20% | 27.727 | (4.740) |
| Options | Live cattle | From 06/2013 to 12/2013 | R$ | R$ | 44.906 | (206) |
| NDF | Live cattle | Up to 01/2014 | R$ | R$ | 1.644 | (2) |
| Future contract | Exchange rate | Up to 02/2013 | US$ | R$ | 15.214 | 318 |
| Future contract | Live cattle | Up to 10/2013 | R$ | R$ | 57.632 | 13 |
| 276.388 | (4.466) | |||||
| 3.963.587 | (88.487) | |||||
| BR GAAP and IFRS | ||||||
| Consolidated | ||||||
| 03.31.12 | ||||||
| Instrument | Subject to hedge | Maturity | Receivable (2) | Payable (2) | Reference value (notional) | Market value (1) |
| Financial instruments designated as hedge accounting | ||||||
| NDF | Exchange rate | From 01/2013 to 11/2013 | R$ (6.53% fixed) | US$ | 2.057.804 | (20.044) |
| NDF | Exchange rate | From 01/2013 to 11/2013 | R$ (7.13% fixed) | EUR | 530.994 | (11.268) |
| NDF | Exchange rate | From 01/2013 to 11/2013 | R$ (6.22% fixed) | GBP | 176.385 | (6.425) |
| Fixed exchange rate | Exchange rate | From 01/2013 to 04/2013 | R$ (7.66% fixed) | US$ | 132.828 | 2.080 |
| Swap | Exchange rate | Up to 03/2014 | R$ (9.75% fixed) | US$ + 1.58% | 408.700 | (76.934) |
| Swap | Exchange rate | Up to 07/2013 | US$ + 7.00% | R$ (76.00% of CDI) 3 | 56.112 | 2.119 |
| Swap | Exchange rate | From 01/2013 to 12/2013 | US$ + LIBOR 3M + 3.83% | R$ (97.50% of CDI) 3 | 330.750 | (2.165) |
| Swap | Interest rate | From 01/2013 to 06/2018 | US$ + LIBOR 3M + 2.48% | US$ + 4.27% | 408.700 | (23.033) |
| Swap | Interest rate | From 01/2013 to 02/2019 | US$ + LIBOR 6M + 2.37% | US$ + 5.60% | 728.362 | (78.615) |
| 4.830.635 | (214.285) | |||||
| Financial instruments not designated as hedge accounting | ||||||
| NDF | Exchange rate | Up to 03/2013 | US$ (0.28% fixed) | EUR | 134.770 | 396 |
| Swap | Exchange rate | Up to 03/2015 | R$ (8.41% fixed) | US$ - 0.20% | 31.652 | (5.609) |
| Options | Live cattle | From 01/2013 to 07/2013 | R$ | R$ | 28.784 | 10 |
| NDF | Live cattle | Up to 01/2013 | R$ | R$ | 854 | 57 |
| Future contract | Exchange rate | Up to 02/2013 | US$ | R$ | 204.350 | (782) |
| Future contract | Live cattle | Up to 10/2013 | R$ | R$ | 20.309 | (7) |
| 420.719 | (5.935) | |||||
| 5.251.354 | (220.220) |
(1) The market value determination method used by the Company consists of calculating the future value based on the contracted conditions and determining the present value based on market curves, extracted from the database of Bloomberg and BM&F.
(2) Refers to the average exchange rates.
(3) Interbank Deposit Certificate (“CDI”).
55
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
4.2. Breakdown of the balances of financial instruments designated for cash flow hedge accounting and export revenues
4.2.1. Non-deliverable forwards – NDF
The position of non-deliverable forwards is set forth below:
| BR GAAP and IFRS | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Parent company and Consolidated | |||||||||||||||
| 03.31.13 | |||||||||||||||
| NDF | R$ x USD | R$ x EUR | R$ x GBP | ||||||||||||
| Maturities | Curve | MTM | Notional (USD) | Notional (R$) | Average USD | Curve | MTM | Notional (EUR) | Notional (R$) | Average EUR | Curve | MTM | Notional (GBP) | Notional (R$) | Average GBP |
| April 2013 | 5,162 | 5,191 | 137,000 | 275,891 | 2.0551 | 2,330 | 2,402 | 21,000 | 54,291 | 2.7001 | 1,499 | 1,482 | 6,000 | 18,344 | 3.3111 |
| May 2013 | 12,657 | 12,110 | 105,000 | 211,449 | 2.1466 | 1,653 | 1,651 | 17,000 | 43,950 | 2.7017 | 1,322 | 1,269 | 5,500 | 16,816 | 3.3165 |
| June 2013 | 11,379 | 10,837 | 120,000 | 241,656 | 2.1304 | 1,267 | 1,267 | 18,500 | 47,828 | 2.6851 | 1,206 | 1,161 | 5,000 | 15,287 | 3.3334 |
| July 2013 | 4,449 | 4,159 | 55,000 | 110,759 | 2.1260 | 1,526 | 1,497 | 18,000 | 46,535 | 2.7132 | 1,186 | 1,124 | 4,800 | 14,676 | 3.3504 |
| August 2013 | 6,872 | 6,540 | 74,000 | 149,021 | 2.1513 | 2,312 | 2,214 | 17,000 | 43,950 | 2.7779 | 777 | 766 | 4,500 | 13,758 | 3.3042 |
| September 2013 | 7,369 | 6,982 | 75,000 | 151,035 | 2.1678 | 1,259 | 1,276 | 13,500 | 34,902 | 2.7564 | 849 | 818 | 3,000 | 9,172 | 3.4281 |
| October 2013 | 5,181 | 5,312 | 80,000 | 161,104 | 2.1512 | 1,279 | 1,257 | 11,000 | 28,438 | 2.7931 | 812 | 775 | 3,000 | 9,172 | 3.4331 |
| November 2013 | 2,480 | 2,216 | 50,000 | 100,690 | 2.1412 | 2,142 | 2,129 | 11,000 | 28,438 | 2.8932 | 1,094 | 1,042 | 3,000 | 9,172 | 3.5438 |
| December 2013 | (676) | (297) | 50,000 | 100,690 | 2.0991 | 1,309 | 1,242 | 10,000 | 25,854 | 2.8340 | 454 | 436 | 3,000 | 9,172 | 3.3493 |
| January 2014 | - | - | - | - | - | 659 | 603 | 7,000 | 18,097 | 2.8126 | 254 | 183 | 3,000 | 9,172 | 3.2802 |
| February 2014 | - | - | - | - | - | (151) | (126) | 6,000 | 15,512 | 2.7122 | (253) | (226) | 2,500 | 7,644 | 3.1339 |
| 54,873 | 53,050 | 746,000 | 1,502,295 | 2.1252 | 15,585 | 15,412 | 150,000 | 387,795 | 2.7495 | 9,200 | 8,830 | 43,300 | 132,385 | 3.3410 |
56
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
4.2.2. Interest rate and currency swap
The positions of interest rate and currency swap are set forth below:
| BR GAAP | ||||||
|---|---|---|---|---|---|---|
| Parent company | ||||||
| 03.31.13 | ||||||
| Assets (Hedged object) | Liabilities (Protected risk) | Notional (R$) | Notional (USD) | Maturity date | Balance (Contract curve) | Balance (MTM) |
| LIBOR 6M | 4.06% p.a. | 21,576 | 10,714 | 07.22.13 | (146) | (385) |
| LIBOR 6M + 0.80% p.a. | 4.31% p.a. | 12,083 | 6,000 | 08.23.13 | (36) | (183) |
| LIBOR 6M + 0.80% p.a. | 4.36% p.a. | 8,055 | 4,000 | 07.19.13 | (47) | (122) |
| LIBOR 6M + 1.65% p.a. | 4.15% p.a. | 10,069 | 5,000 | 05.10.13 | (77) | (99) |
| LIBOR 6M + 2.82% p.a. | 5.86% p.a. | 201,380 | 100,000 | 01.22.18 | (505) | (20,042) |
| LIBOR 3M + 2.60% p.a. | 5.47% p.a. | 201,380 | 100,000 | 06.18.18 | (304) | (19,853) |
| US$ + 7.00% p.a. | 76.00% CDI | 70,483 | 35,000 | 07.15.13 | 469 | 1,048 |
| LIBOR 3M + 2.50% p.a. | 92.50% CDI | 44,751 | 22,222 | 10.01.13 | (235) | (515) |
| LIBOR 3M + 4.50% p.a. | 100.00% CDI | 67,127 | 44,444 | 12.23.13 | (10) | (1,103) |
| R$ + 9.80% | US$ + 1.71% | 65,440 | 40,000 | 03.17.14 | (16,103) | (13,918) |
| R$ + 9.70% | US$ + 1.53% | 47,910 | 30,000 | 03.17.14 | (13,249) | (11,588) |
| R$ + 9.70% | US$ + 1.45% | 112,080 | 70,000 | 03.17.14 | (30,618) | (26,663) |
| R$ + 9.80% | US$ + 1.68% | 48,600 | 30,000 | 03.17.14 | (12,558) | (10,912) |
| R$ + 9.80% | US$ + 1.65% | 48,960 | 30,000 | 03.17.14 | (12,196) | (10,534) |
| 959,894 | 527,380 | (85,615) | (114,869) | |||
| BR GAAP and IFRS | ||||||
| Consolidated | ||||||
| 03.31.13 | ||||||
| Assets (Hedged object) | Liabilities (Protected risk) | Notional (R$) | Notional (USD) | Maturity date | Balance (Contract curve) | Balance (MTM) |
| LIBOR 6M | 4.06% p.a. | 21,576 | 10,714 | 07.22.13 | (146) | (385) |
| LIBOR 6M + 0.80% p.a. | 4.31% p.a. | 12,083 | 6,000 | 08.23.13 | (36) | (183) |
| LIBOR 6M + 0.80% p.a. | 4.36% p.a. | 8,055 | 4,000 | 07.19.13 | (47) | (122) |
| LIBOR 6M + 1.65% p.a. | 4.15% p.a. | 10,069 | 5,000 | 05.10.13 | (77) | (99) |
| LIBOR 6M + 2.82% p.a. | 5.86% p.a. | 201,380 | 100,000 | 01.22.18 | (505) | (20,042) |
| LIBOR 3M + 2.60% p.a. | 5.47% p.a. | 201,380 | 100,000 | 06.18.18 | (304) | (19,853) |
| LIBOR 6M + 2.70% p.a. | 5.90% p.a. | 201,380 | 100,000 | 02.01.19 | (414) | (23,614) |
| LIBOR 6M + 2.70% p.a. | 5.88% p.a. | 201,380 | 100,000 | 02.01.19 | (411) | (23,396) |
| LIBOR 3M + 2.35% p.a. | 3.07% p.a. | 201,380 | 100,000 | 06.12.15 | (7) | (1,104) |
| US$ + 7.00% p.a. | 76.00% CDI | 70,483 | 35,000 | 07.15.13 | 469 | 1,048 |
| LIBOR 3M + 2.50% p.a. | 92.50% CDI | 44,751 | 22,222 | 10.01.13 | (235) | (515) |
| LIBOR 3M + 4.50% p.a. | 100.00% CDI | 67,127 | 44,444 | 12.23.13 | (10) | (1,103) |
| R$ + 9.80% | US$ + 1.71% | 65,440 | 40,000 | 03.17.14 | (16,103) | (13,918) |
| R$ + 9.70% | US$ + 1.53% | 47,910 | 30,000 | 03.17.14 | (13,249) | (11,588) |
| R$ + 9.70% | US$ + 1.45% | 112,080 | 70,000 | 03.17.14 | (30,618) | (26,663) |
| R$ + 9.80% | US$ + 1.68% | 48,600 | 30,000 | 03.17.14 | (12,558) | (10,912) |
| R$ + 9.80% | US$ + 1.65% | 48,960 | 30,000 | 03.17.14 | (12,196) | (10,534) |
| 1,564,034 | 827,380 | (86,447) | (162,983) |
57
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
4.2.3. Fixed exchange rate
The position of fixed exchange rate is set forth below:
| BR GAAP and IFRS | |||||
|---|---|---|---|---|---|
| Parent company and Consolidated | |||||
| 03.31.13 | |||||
| R$ x USD | |||||
| Maturities | Curve | MTM | Notional (USD) | Notional (R$) | Average USD |
| April 2013 | 1,548 | 1,538 | 20,000 | 40,276 | 2.0961 |
| 1,548 | 1,538 | 20,000 | 40,276 | 2.0961 |
4.2.4. Exports pre-payments – PPEs
The position of the PPEs is set forth below:
| BR GAAP and IFRS | ||||||
|---|---|---|---|---|---|---|
| Parent company and Consolidated | ||||||
| Fiscal year ended | Hedge instrument | Subject to hedge | Type of risk hedged | Maturity | Notional (US$) | MTM |
| 03.31.13 | PPE | Foreign Market Sales | US$ (E.R.) | From 04.2013 to 02.2019 | 362,937 | 730,882 |
| 12.31.12 | PPE | Foreign Market Sales | US$ (E.R.) | From 10.2013 to 02.2019 | 399,206 | 815,778 |
The unrealized gains and losses from PPEs designated as hedge accounting, recorded in the shareholders’ equity is represented by a loss of R$54,193 (R$66,527 as of December 31, 2012), net of income tax of R$27,918 (R$34,271 as of December 31, 2012).
4.2.5. Options
The Company designates only variation in the intrinsic value of its options as a hedge instrument (hedge accounting), recognizing the time value of the premium in the financial result. If the hedge is not effective and the option is not exercised due to devaluation of the Real, the losses related to the options will be registered in the financial expenses in the statement of income.
The Company has designated as hedge accounting transactions involving options denominated collar where there is a purchase of a put option ("PUT") and a sale of a call option ("CALL").
When the quote of any of the options is not available in an active market, the fair value will be based on an option pricing model (Black-Scholes or Binomial).
58
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | |||||
|---|---|---|---|---|---|
| Parent company and Consolidated | |||||
| 03.31.13 | |||||
| R$ x USD | |||||
| Type | Maturities | MTM | Notional (USD) | Notional (R$) | USD Average |
| Put | July 2013 | 336 | 20.000 | 40.276 | 2,0060 |
| Call | July 2013 | (204) | 10.000 | 20.138 | 2,0250 |
4.2.6. Senior Unsecured Notes – Bonds
The position of the bonds designated as hedge accounting is set forth below:
| BR GAAP and IFRS | ||||||
|---|---|---|---|---|---|---|
| Parent company and Consolidated | ||||||
| Fiscal year ended | Hedge Instrument | Subject to hedge | Type of risk hedged | Maturity | Notional (US$) | MTM |
| 03.31.13 | BRFSBZ 2022 | Foreign Market Sales | US$ (E.R.) | 06.2022 | 150,000 | 302,070 |
| 12.31.12 | BRFSBZ 2022 | Foreign Market Sales | US$ (E.R.) | 06.2022 | 150,000 | 306,525 |
The unrealized gains and losses from bonds designated as hedge accounting, recorded in the shareholders’ equity is represented by a loss of R$742, net of income tax of R$383 (loss of R$ 2,198, net of income tax of R$ 1,132 as of December 31, 2012).
4.3. Gains and losses of derivative financial instruments designated as hedge accounting
The unrealized gains and losses from derivative financial instruments designated as hedge accounting, are recognized in the shareholders’ equity and when realized are recorded as financial income or expense, respectively, are set forth below:
| BR GAAP | ||||
|---|---|---|---|---|
| Parent company | ||||
| Shareholders' equity | Statement of income | |||
| 03.31.13 | 12.31.12 | 03.31.13 | 03.31.12 | |
| Derivatives for the purpose of protection | ||||
| Foreign exchange risks | 79,506 | (40,746) | (74,729) | (1,171) |
| Interest rate risk | (39,569) | (43,465) | (1,115) | (3,880) |
| 39,937 | (84,211) | (75,844) | (5,051) | |
| Non derivatives for the purpose of protection | ||||
| Foreign exchange risks | (80,986) | (104,128) | - | - |
| (80,986) | (104,128) | - | - | |
| Derivatives for the purpose of financial results | ||||
| Interest rate risk | - | - | - | (192) |
| Foreign exchange risks | - | - | (4,422) | (37,286) |
| Market risk of live cattle | - | - | (195) | (513) |
| - | - | (4,617) | (37,991) | |
| (41,049) | (188,339) | (80,461) | (43,042) |
59
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||
|---|---|---|---|---|
| Consolidated | ||||
| Shareholders' equity | Statement of income | |||
| 03.31.13 | 12.31.12 | 03.31.13 | 03.31.12 | |
| Derivatives for the purpose of protection | ||||
| Foreign exchange risks | 79,506 | (40,746) | (74,729) | (1,171) |
| Interest rate risk | (86,850) | (95,053) | (1,948) | (4,376) |
| (7,344) | (135,799) | (76,677) | (5,547) | |
| Non derivatives for the purpose of protection | ||||
| Foreign exchange risks | (80,986) | (104,128) | - | - |
| (80,986) | (104,128) | - | - | |
| Derivatives for the purpose of financial results | ||||
| Interest rate risk | - | - | - | (192) |
| Foreign exchange risks | - | - | (4,271) | (37,399) |
| Market risk of live cattle | - | - | (195) | (513) |
| - | - | (4,466) | (38,104) | |
| (88,330) | (239,927) | (81,143) | (43,651) |
As of March 31, 2013, the gains and losses from derivatives financial instruments designated as hedge accounting, recorded in the shareholders’ equity, are represented by a gain of R$26,358 in the parent company and a loss of R$20,923 in the consolidated (loss of R$55,579 in the parent company and a loss of R$107,167 in the consolidated as of December 31, 2012), net of income tax of R$13,579 (R$28,632 as of December 31, 2012) in the parent company and consolidated.
60
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
4.3.1. Breakdown by category of the balances of financial instruments – except derivatives
| BR GAAP | ||||||
|---|---|---|---|---|---|---|
| Parent company | ||||||
| 03.31.13 | ||||||
| Loans and receivables | Available for sale | Trading securities | Held to maturity | Financial liabilities | Total | |
| Assets | ||||||
| Amortized cost | ||||||
| Marketable securities | - | - | - | 52,607 | - | 52,607 |
| Trade accounts receivable | 3,207,142 | - | - | - | - | 3,207,142 |
| Credit notes | 93,441 | - | - | - | - | 93,441 |
| Other receivables - TCD | 393,000 | - | - | - | - | 393,000 |
| Fair value | ||||||
| Marketable securities | - | 797 | 204,279 | - | - | 205,076 |
| Restricted cash | - | - | - | 87,422 | - | 87,422 |
| Liabilities | ||||||
| Amortized cost | ||||||
| Trade accounts payable | - | - | - | - | (2,907,177) | (2,907,177) |
| Loans and financing | ||||||
| Local currency | - | - | - | - | (3,848,024) | (3,848,024) |
| Foreign currency | - | - | - | - | (2,568,419) | (2,568,419) |
| Capital lease | - | - | - | - | (163,230) | (163,230) |
| 3,693,583 | 797 | 204,279 | 140,029 | (9,486,850) | (5,448,162) | |
| BR GAAP | ||||||
| Parent company | ||||||
| 12.31.12 | ||||||
| Loans and receivables | Available for sale | Trading securities | Held to maturity | Financial liabilities | Total | |
| Assets | ||||||
| Amortized cost | ||||||
| Marketable securities | - | - | - | 51,752 | - | 51,752 |
| Trade accounts receivable | 3,008,799 | - | - | - | - | 3,008,799 |
| Credit notes | 109,431 | - | - | - | - | 109,431 |
| Other receivables - TCD | 407,594 | - | - | - | - | 407,594 |
| Fair value | ||||||
| Marketable securities | - | 658 | 268,375 | - | - | 269,033 |
| Restricted cash | - | - | - | 83,877 | - | 83,877 |
| Liabilities | ||||||
| Amortized cost | ||||||
| Trade accounts payable | - | - | - | - | (3,135,464) | (3,135,464) |
| Loans and financing | ||||||
| Local currency | - | - | - | - | (3,889,920) | (3,889,920) |
| Foreign currency | - | - | - | - | (2,815,029) | (2,815,029) |
| Capital lease | - | - | - | - | (70,493) | (70,493) |
| 3,525,824 | 658 | 268,375 | 135,629 | (9,910,906) | (5,980,420) |
61
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||||
|---|---|---|---|---|---|---|
| Consolidated | ||||||
| 03.31.13 | ||||||
| Loans and receivables | Available for sale | Trading securities | Held to maturity | Financial liabilities | Total | |
| Assets | ||||||
| Amortized cost | ||||||
| Marketable securities | - | - | - | 119,762 | - | 119,762 |
| Trade accounts receivable | 3,006,659 | - | - | - | - | 3,006,659 |
| Credit notes | 205,249 | - | - | - | - | 205,249 |
| Other receivables - TCD | 393,000 | - | - | - | - | 316,101 |
| Fair value | ||||||
| Marketable securities | - | 257,046 | 215,930 | - | - | 472,976 |
| Restricted cash | - | - | - | 95,871 | - | 95,871 |
| Liabilities | ||||||
| Amortized cost | ||||||
| Trade accounts payable | - | - | - | - | (3,147,929) | (3,147,929) |
| Loans and financing | ||||||
| Local currency | - | - | - | - | (3,848,024) | (3,848,024) |
| Foreign currency | - | - | - | - | (5,285,516) | (5,285,516) |
| Capital lease | - | - | - | - | (163,230) | (163,230) |
| 3,604,908 | 257,046 | 215,930 | 215,633 | (12,444,699) | (8,151,182) | |
| BR GAAP and IFRS | ||||||
| Consolidated | ||||||
| 12.31.12 | ||||||
| Loans and receivables | Available for sale | Trading securities | Held to maturity | Financial liabilities | Total | |
| Assets | ||||||
| Amortized cost | ||||||
| Marketable securities | - | - | - | 142,611 | - | 142,611 |
| Trade accounts receivable | 3,142,326 | - | - | - | - | 3,142,326 |
| Credit notes | 229,724 | - | - | - | - | 229,724 |
| Other receivables - TCD | 407,594 | - | - | - | - | 326,052 |
| Fair value | ||||||
| Marketable securities | - | 273,062 | 280,693 | - | - | 553,755 |
| Restricted cash | - | - | - | 93,014 | - | 93,014 |
| Liabilities | ||||||
| Amortized cost | ||||||
| Trade accounts payable | - | - | - | - | (3,381,246) | (3,381,246) |
| Loans and financing | ||||||
| Local currency | - | - | - | - | (3,889,920) | (3,889,920) |
| Foreign currency | - | - | - | - | (5,628,401) | (5,628,401) |
| Capital lease | - | - | - | - | (70,493) | (70,493) |
| 3,779,644 | 273,062 | 280,693 | 235,625 | (12,970,060) | (8,401,036) |
4.4. Determination of the fair value of financial instruments
The Company discloses its financial assets and liabilities at fair value, based on the appropriate accounting pronouncements, which refers to concepts of valuation and practices, and requires certain disclosures on the fair value.
Particularly related to the disclosure, the Company applies the hierarchy requirements set out in CVM Deliberation No. 604/09.
Management concluded that balances of cash and cash equivalents, trade accounts receivable and trade accounts payable approximate to their fair value due to the short-term cycle of these operations.
The book value of financing and loans in the quarterly financial information approximate to the fair value as the major portion of the total gross debt bears interest based on the variation of Long Term Interest Rate (“TJLP”), London Interbank Offered Rate (“LIBOR”) and CDI, except the capital markets transactions (Bond). On March 31, 2013, the fair value adjustment for the Bond (“BRFSBZ”) is represented by a positive impact of R$544,259, which R$70,387 is attributable to Sadia’s Bonds (“BRFSBZ6”), R$292,630 attributable to BFF’s Notes (“BRFSBZ7”) and R$181,242 attributable to BRF’s Notes (“BRFSBZ5”). This impact was measured only for disclosure purposes, not being recorded in the quarterly financial information of the Company.
62
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
4.4.1. Comparison between book value and fair value of financial instruments
The comparison between book value and fair value of financial instruments is set forth below:
| BR GAAP | ||||
|---|---|---|---|---|
| Parent company | ||||
| 03.31.13 | 12.31.12 | |||
| Book value | Fair value | Book value | Fair value | |
| Cash and cash equivalents | 406,329 | 406,329 | 907,919 | 907,919 |
| Restricted cash | ||||
| Held to maturity | 87,422 | 87,422 | 83,877 | 83,877 |
| Marketable securities | ||||
| Available for sale | 797 | 797 | 658 | 658 |
| Trading securities | 204,279 | 204,279 | 268,375 | 268,375 |
| Held to maturity | 52,607 | 52,607 | 51,752 | 51,752 |
| Trade accounts receivable, net | 3,207,142 | 3,207,142 | 3,008,799 | 3,008,799 |
| Credit notes | 93,441 | 93,441 | 109,431 | 109,431 |
| Financial lease receivable | 76,899 | 76,899 | 81,542 | 81,542 |
| Other receivables - TCD | 316,101 | 316,101 | 326,052 | 326,052 |
| Loans and financing | (4,885,538) | (4,885,538) | (5,173,913) | (5,173,913) |
| Financial lease payable | (163,230) | (163,230) | (70,493) | (70,493) |
| Bonds BRF | (1,530,905) | (1,712,147) | (1,531,036) | (1,676,635) |
| Trade accounts payable | (2,907,177) | (2,907,177) | (3,135,464) | (3,135,464) |
| Other financial assets | 82,335 | 82,335 | 32,804 | 32,804 |
| Other financial liabilities | (122,859) | (122,859) | (198,524) | (198,524) |
| (5,082,357) | (5,263,599) | (5,238,221) | (5,383,820) |
63
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||
|---|---|---|---|---|
| Consolidated | ||||
| 03.31.13 | 12.31.12 | |||
| Book value | Fair value | Book value | Fair value | |
| Cash and cash equivalents | 1,381,318 | 1,381,318 | 1,930,693 | 1,930,693 |
| Restricted cash | ||||
| Held to maturity | 95,871 | 95,871 | 93,014 | 93,014 |
| Marketable securities | ||||
| Available for sale | 257,046 | 257,046 | 273,062 | 273,062 |
| Trading securities | 215,930 | 215,930 | 280,693 | 280,693 |
| Held to maturity | 119,762 | 120,588 | 142,611 | 144,013 |
| Trade accounts receivable, net | 3,006,659 | 3,006,659 | 3,142,326 | 3,142,326 |
| Credit notes | 205,249 | 205,249 | 229,724 | 229,724 |
| Financial lease receivable | 76,899 | 76,899 | 81,542 | 81,542 |
| Other receivables - TCD | 316,101 | 316,101 | 326,052 | 326,052 |
| Loans and financing | (5,575,358) | (5,575,358) | (5,910,905) | (5,910,905) |
| Financial lease payable | (163,230) | (163,230) | (70,493) | (70,493) |
| Bonds BRF | (1,530,905) | (1,712,147) | (1,531,036) | (1,676,635) |
| Bonds BFF | (1,511,713) | (1,804,343) | (1,561,993) | (1,857,023) |
| Bonds Sadia | (515,564) | (585,951) | (514,387) | (594,850) |
| Trade accounts payable | (3,147,929) | (3,147,929) | (3,381,246) | (3,381,246) |
| Other financial assets | 82,486 | 82,486 | 33,200 | 33,200 |
| Other financial liabilities | (170,973) | (170,973) | (253,420) | (253,420) |
| (6,858,351) | (7,401,784) | (6,690,563) | (7,210,253) |
4.4.2. Fair value valuation hierarchy
The table below depicts the overall classification of financial assets and liabilities according to the valuation hierarchy.
64
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP | ||||
|---|---|---|---|---|
| Parent company | ||||
| 03.31.13 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Financial assets | ||||
| Available for sale | ||||
| Shares | 797 | - | - | 797 |
| Held for trading | ||||
| Bank deposit certificates | - | 127,306 | - | 127,306 |
| Financial treasury bills | 76,973 | - | - | 76,973 |
| Other financial assets | ||||
| Derivatives designed as hedge | - | 81,951 | - | 81,951 |
| Derivatives not designated as hedge | - | 384 | - | 384 |
| 77,770 | 209,641 | - | 287,411 | |
| Liabilities | ||||
| Financial liabilities | ||||
| Other financial liabilities | ||||
| Derivatives designed as hedge | - | (117,858) | - | (117,858) |
| Derivatives not designated as hedge | - | (5,001) | - | (5,001) |
| - | (122,859) | - | (122,859) | |
| BR GAAP | ||||
| Parent company | ||||
| 12.31.12 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Financial assets | ||||
| Available for sale | ||||
| Shares | 658 | - | - | 658 |
| Held for trading | ||||
| Bank deposit certificates | - | 167,867 | - | 167,867 |
| Financial treasury bills | 100,508 | - | - | 100,508 |
| Other financial assets | ||||
| Derivatives designed as hedge | - | 32,688 | - | 32,688 |
| Derivatives not designated as hedge | - | 116 | - | 116 |
| 101,166 | 200,671 | - | 301,837 | |
| Liabilities | ||||
| Financial liabilities | ||||
| Other financial liabilities | ||||
| Derivatives designed as hedge | - | (192,077) | - | (192,077) |
| Derivatives not designated as hedge | - | (6,447) | - | (6,447) |
| - | (198,524) | - | (198,524) |
65
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||
|---|---|---|---|---|
| Consolidated | ||||
| 03.31.13 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Financial assets | ||||
| Available for sale | ||||
| Credit linked notes | 170,411 | - | - | 170,411 |
| Brazilian foreign debt securities | 85,838 | - | - | 85,838 |
| Shares | 797 | - | - | 797 |
| Held for trading | ||||
| Bank deposit certificates | - | 138,957 | - | 138,957 |
| Financial treasury bills | 76,973 | - | - | 76,973 |
| Other financial assets | ||||
| Derivatives designated as hedge | - | 81,951 | - | 81,951 |
| Derivatives not designated as hedge | - | 535 | - | 535 |
| 334,019 | 221,443 | - | 555,462 | |
| Liabilities | ||||
| Financial liabilities | ||||
| Other financial liabilities | ||||
| Derivatives designated as hedge | - | (165,972) | - | (165,972) |
| Derivatives not designated as hedge | - | (5,001) | - | (5,001) |
| - | (170,973) | - | (170,973) | |
| BR GAAP and IFRS | ||||
| Consolidated | ||||
| 12.31.12 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Financial assets | ||||
| Available for sale | ||||
| Credit linked notes | 174,181 | - | - | 174,181 |
| Brazilian foreign debt securities | 89,004 | - | - | 89,004 |
| Exclusive investment funds | 9,219 | - | - | 9,219 |
| Shares | 658 | - | - | 658 |
| Held for trading | ||||
| Bank deposit certificates | - | 180,185 | - | 180,185 |
| Financial treasury bills | 100,508 | - | - | 100,508 |
| Other financial assets | ||||
| Derivatives designated as hedge | - | 32,688 | - | 32,688 |
| Derivatives not designated as hedge | - | 512 | - | 512 |
| 373,570 | 213,385 | - | 586,955 | |
| Liabilities | ||||
| Financial liabilities | ||||
| Other financial liabilities | ||||
| Derivatives designated as hedge | - | (246,973) | - | (246,973) |
| Derivatives not designated as hedge | - | (6,447) | - | (6,447) |
| - | (253,420) | - | (253,420) |
66
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
4.5. Credit management
On March 31, 2013, the Company held financial investments over R$10.000 at the following financial institutions: Banco Bradesco, Banco do Brasil, Banco do Nordeste, Banco Itaú, Banco Safra, Banco Santander, Caixa Econômica Federal, Citibank, Credit Suisse, Deutsche Bank, Erste Bank, HSBC and JP Morgan.
The Company also held derivative contracts with the following financial institutions: ABN, Banco Bradesco, Banco BTG Pactual, Banco do Brasil, Banco Itaú, Banco Safra, Banco Santander, Banco Votorantim, Barclays, Citibank, Credit Suisse, Deutsche Bank, HSBC, ING Bank, JP Morgan, Morgan Stanley, Rabobank and Standard Bank.
4.6. Liquidity risk management
Liquidity risk management aims to reduce the impacts caused by events which may affect the Company’s cash flow performance.
The table below summarizes the commitments and contractual obligations that may impact the Company’s liquidity as of March 31, 2013:
| BR GAAP | ||||||||
|---|---|---|---|---|---|---|---|---|
| Parent company | ||||||||
| 03.31.13 | ||||||||
| Book value | Cash flow contracted | Up to 9 months | 2014 | 2015 | 2016 | 2017 | After 5 years | |
| Non derivatives financial liabilities | ||||||||
| Loans and financing | 4,885,538 | 5,592,849 | 1,704,755 | 1,312,557 | 686,756 | 484,311 | 380,228 | 1,024,242 |
| Bonds BRF | 1,530,905 | 2,353,314 | 88,733 | 88,733 | 88,733 | 88,733 | 88,733 | 1,909,649 |
| Trade accounts payable | 2,907,177 | 2,907,177 | 2,907,177 | - | - | - | - | - |
| Financial lease payable (1) | 163,230 | 239,942 | 23,154 | 29,134 | 29,254 | 26,555 | 131,845 | - |
| Operational lease | - | 294,205 | 45,224 | 54,747 | 32,140 | 28,603 | 38,884 | 94,607 |
| Derivatives financial liabilities | ||||||||
| Designated as hedge accounting | ||||||||
| Interest rate and exchange rate derivatives | 115,917 | 116,774 | (2,626) | 41,454 | 21,346 | 21,082 | 21,071 | 14,447 |
| Currency derivatives (NDF) | 1,737 | (8,307) | (7,149) | (1,158) | - | - | - | - |
| Currency derivatives (options) | 204 | 204 | 204 | - | - | - | - | - |
| Not designated as hedge accounting | ||||||||
| Interest rate and exchange rate derivatives | 4,740 | (1,786) | (1,196) | (747) | 157 | - | - | - |
| Commodities derivatives | 261 | 261 | 261 | - | - | - | - | - |
67
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||||||
|---|---|---|---|---|---|---|---|---|
| Consolidated | ||||||||
| 03.31.13 | ||||||||
| Book value | Cash flow contracted | Up to 9 months | 2014 | 2015 | 2016 | 2017 | After 5 years | |
| Non derivatives financial liabilities | ||||||||
| Loans and financing | 5,575,358 | 6,326,703 | 1,950,430 | 1,425,225 | 846,048 | 490,240 | 386,093 | 1,228,667 |
| Bonds BRF | 1,530,905 | 2,353,314 | 88,733 | 88,733 | 88,733 | 88,733 | 88,733 | 1,909,649 |
| Bonds BFF | 1,511,713 | 2,276,851 | 54,750 | 109,500 | 109,500 | 109,500 | 109,500 | 1,784,101 |
| Bonds Sadia | 515,564 | 659,204 | 34,612 | 34,612 | 34,612 | 34,612 | 520,756 | - |
| Trade accounts payable | 3,147,929 | 3,147,929 | 3,147,929 | - | - | - | - | - |
| Financial lease payable (1) | 163,230 | 239,942 | 23,154 | 29,134 | 29,254 | 26,555 | 131,845 | - |
| Operational lease | - | 294,205 | 45,224 | 54,747 | 32,140 | 28,603 | 38,884 | 94,607 |
| Derivatives financial liabilities | ||||||||
| Designated as hedge accounting | ||||||||
| Interest rate and exchange rate derivatives | 164,031 | 178,841 | 3,564 | 53,044 | 32,393 | 31,808 | 31,857 | 26,175 |
| Currency derivatives (NDF) | 1,737 | (8,307) | (7,149) | (1,158) | - | - | - | - |
| Currency derivatives (options) | 204 | 204 | 204 | - | - | - | - | - |
| Not designated as hedge accounting | ||||||||
| Interest rate and exchange rate derivatives | 4,740 | (1,786) | (1,196) | (747) | 157 | - | - | - |
| Commodities derivatives | 261 | 261 | 261 | - | - | - | - | - |
(1) Does not comprise the financial leases contracted with financial institutions which are recorded as loans and financing.
4.7. Commodity price risk management
During the three month period ended March 31, 2013, the Company utilized derivative instruments to mitigate the exposure to live cattle price variation.
The contracts are recorded at their fair value through the statement of income.
On March 31, 2013, the Company held a short position in the BM&F of 1,739 future contracts (636 contracts as of December 31, 2012) with maturity dates between May and December 2013.
In the counter market, the Company held a short position of 50 contracts with maturity dates in 2013. Additionally, through the utilization of options, the Company held a short position of 700 allotments (450 allotments as of December 31, 2012).
4.8. Table of sensitivity analysis
The Company has financing and loans and receivables denominated in foreign currency and in order to mitigate the risks resulting from exchange rate exposure it contracts and derivative financial instruments.
The Company understands that the current interest rate fluctuations do not significantly affect its financial results since it opted to change to fixed rate a considerable part of its floating interest rates debts by using derivative transactions (interest rates swaps). The Company designates such derivatives as hedge accounting and, therefore, the effectiveness is monitored through prospective and retrospective tests.
68
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
In the table depicted below, five scenarios are considered for the next twelve-month period, considering the variations of the quote of the parity between the Brazilian Reais and U.S. Dollar, Brazilian Reais and Euro and Brazilian Reais and Pounds Sterling, whereas the most likely scenario is that one adopted by the Company. The total of export sales analyzed corresponds to the total of derivative financial instruments increased by the amortization flow of PPEs designated as hedge accounting.
69
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| Parity - Brazilian Reais x U.S. Dollar | 2.0138 | 1.8124 | 1.5104 | 2.5173 | 3.0207 | |
|---|---|---|---|---|---|---|
| Transaction/Instrument | Risk | Scenario I | Scenario II | Scenario III | Scenario IV | Scenario V |
| (probable) | (10% appreciation) | (25% appreciation) | (25% devaluation) | (50% devaluation) | ||
| NDF and Fixed exchange rate (hedge accounting) | Devaluation of R$ | 84,765 | 239,022 | 470,407 | (300,878) | (686,521) |
| Options - currencies | Devaluation of R$ | 24 | 4,052 | 10,093 | (4,173) | (9,207) |
| Pre payment export | Devaluation of R$ | (82,111) | (9,023) | 100,609 | (264,831) | (447,552) |
| Bonds | Devaluation of R$ | 1,125 | 31,332 | 76,643 | (74,393) | (149,910) |
| Swaps | Devaluation of R$ | 1,500 | 41,776 | 102,190 | (99,190) | (199,880) |
| Exports | Appreciation of R$ | (74,438) | (285,673) | (602,525) | 447,777 | 970,829 |
| Net of tax effect | (69,135) | 21,486 | 157,417 | (295,688) | (522,241) | |
| Statement of income | - | - | - | - | - | |
| Shareholders' equity | (69,135) | 21,486 | 157,417 | (295,688) | (522,241) | |
| Parity - Brazilian Reais x Euro | 2.5853 | 2.3268 | 1.9390 | 3.2316 | 3.8780 | |
| Transaction/Instrument | Risk | Scenario I | Scenario II | Scenario III | Scenario IV | Scenario V |
| (probable) | (10% appreciation) | (25% appreciation) | (25% devaluation) | (50% devaluation) | ||
| NDF (hedge accounting) | Devaluation of R$ | 24,633 | 63,413 | 121,582 | (72,315) | (169,264) |
| Exports | Appreciation of R$ | (24,633) | (63,413) | (121,582) | 72,315 | 169,264 |
| Net of tax effect | - | - | - | - | - | |
| Statement of income | - | - | - | - | - | |
| Shareholders' equity | - | - | - | - | - | |
| Parity - Brazilian Reais x Pound Sterling | 3.0574 | 2.7517 | 2.2931 | 3.8218 | 4.5861 | |
| Transaction/Instrument | Risk | Scenario I | Scenario II | Scenario III | Scenario IV | Scenario V |
| (probable) | (10% appreciation) | (25% appreciation) | (25% devaluation) | (50% devaluation) | ||
| NDF (hedge accounting) | Devaluation of R$ | 12,278 | 25,516 | 45,374 | (20,819) | (53,915) |
| Exports | Appreciation of R$ | (12,278) | (25,516) | (45,374) | 20,819 | 53,915 |
| Net of tax effect | - | - | - | - | - | |
| Statement of income | - | - | - | - | - | |
| Shareholders' equity | - | - | - | - | - |
70
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
5. SEGMENT INFORMATION
The operating segments are reported consistently with Management’s reports provided to Board of Directors and to its main executives for assessment of the performance of each reporting segment and allocation of resources.
The segment information is prepared considering 4 reportable segments, as follows: domestic market, foreign market, dairy products and food service. The reportable segments identified primarily observe division by sales channel and the criteria was detailed in note 5 of the financial statements for the year ended December 31, 2012.
The net sales for each one of the reportable operating segments are presented below:
| BR GAAP and IFRS | ||
|---|---|---|
| Consolidated | ||
| Net sales | 03.31.13 | 03.31.12 |
| Domestic market | ||
| Poultry | 392,893 | 273,048 |
| Pork and Beef | 224,429 | 207,791 |
| Processed products | 1,586,039 | 1,640,132 |
| Other processed | 643,322 | 677,914 |
| Other | 256,843 | 180,820 |
| 3,103,526 | 2,979,705 | |
| Foreign market | ||
| Poultry | 2,039,603 | 1,538,211 |
| Pork and Beef | 436,088 | 412,175 |
| Processed products | 550,346 | 363,260 |
| Other processed | 63,400 | 45,438 |
| Other | 3,299 | - |
| 3,092,736 | 2,359,084 | |
| Dairy products | ||
| Milk | 295,997 | 337,947 |
| Dairy products and others beverages | 351,603 | 307,584 |
| 647,600 | 645,531 | |
| Food service | ||
| Poultry | 84,010 | 84,747 |
| Pork and Beef | 54,956 | 53,379 |
| Processed products | 194,036 | 176,622 |
| Other processed | 32,032 | 38,054 |
| 365,034 | 352,802 | |
| 7,208,896 | 6,337,122 |
71
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
The operating results for each reportable operating segments are presented below:
| BR GAAP and IFRS | ||
|---|---|---|
| Consolidated | ||
| 03.31.13 | 03.31.12 | |
| Operating income | ||
| Domestic market | 416,817 | 284,155 |
| Foreign market | 34,525 | (54,117) |
| Dairy products | 28,767 | (787) |
| Food service | 50,950 | 38,779 |
| 531,059 | 268,030 |
No individual customer or economic group concentrated more than 5% of the total revenue earned in the three month period ended March 31, 2013.
Net revenues from exports were originated in the segments of the foreign market, dairy products and food service, as set forth below:
| BR GAAP and IFRS | ||
|---|---|---|
| Consolidated | ||
| 03.31.13 | 03.31.12 | |
| Export net sales per market | ||
| Foreign market | 3.092.736 | 2.359.084 |
| Dairy products | - | 117 |
| Food service | 46.689 | 62.024 |
| 3.139.425 | 2.421.225 |
Export net revenue by region is presented below:
| BR GAAP and IFRS | ||
|---|---|---|
| Consolidated | ||
| 03.31.13 | 03.31.12 | |
| Export net sales per region | ||
| Europe | 416.627 | 435.590 |
| Far East | 608.501 | 565.656 |
| Middle East | 1.071.054 | 735.130 |
| Eurasia (including Russia) | 260.603 | 164.613 |
| America / Africa / Other | 782.640 | 520.236 |
| 3.139.425 | 2.421.225 |
The goodwill originated from the expectation of future profitability, as well as the intangible assets with indefinite useful life (trademarks), were allocated to the reportable operating segments, taking into account the nature of the products manufactured in each segment (cash-generating unit). The allocation of intangible assets is presented below:
72
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||||
|---|---|---|---|---|---|---|
| Consolidated | ||||||
| Goodwill | Trademarks | Total | ||||
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Domestic market | 1,069,958 | 1,069,958 | 982,478 | 982,478 | 2,052,436 | 2,052,436 |
| Foreign market | 1,273,754 | 1,260,368 | 321,445 | 323,459 | 1,595,199 | 1,583,827 |
| Dairy products | 671,398 | 671,398 | - | - | 671,398 | 671,398 |
| Food service | 81,539 | 81,539 | - | - | 81,539 | 81,539 |
| 3,096,649 | 3,083,263 | 1,303,923 | 1,305,937 | 4,400,572 | 4,389,200 |
Information referring to the total assets by reportable segments is not being disclosed, as it is not included in the set of information made available to the Company’s Management, which make investment decisions and determine the allocation of assets on a consolidated basis.
6. CASH AND CASH EQUIVALENTS
| Average rate | BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|---|
| (%p.a.) | 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Cash and bank accounts: | |||||
| U.S. Dollar | - | 282 | 298 | 54,167 | 81,757 |
| Brazilian Reais | - | 101,275 | 147,448 | 101,392 | 147,629 |
| Euro | - | - | - | 12,116 | 17,046 |
| Other currencies | - | 7 | - | 99,260 | 8,964 |
| 101,564 | 147,746 | 266,935 | 255,396 | ||
| Highly liquid investments: | |||||
| In Brazilian Reais: | |||||
| Investment funds | 7.89% | 13,812 | 13,508 | 13,812 | 13,508 |
| Bank deposit certificates | 7.00% | 203,754 | 626,292 | 220,103 | 630,412 |
| 217,566 | 639,800 | 233,915 | 643,920 | ||
| In U.S. Dollar: | |||||
| Interest bearing account | 0.05% | 26,600 | 45,572 | 108,929 | 359,416 |
| Term deposit | 0.57% | - | - | 423,148 | 306,734 |
| Overnight | 0.13% | 52,073 | 59,537 | 220,679 | 180,292 |
| In Euro: | |||||
| Interest bearing account | 0.13% | 6,369 | 11,740 | 71,272 | 122,341 |
| Term deposit | 1.20% | - | - | 2,786 | 4,916 |
| Other currencies: | |||||
| Interest bearing account | 0.01% | 2,157 | 3,524 | 48,597 | 54,206 |
| Fixed term deposit | 5.30% | - | - | 5,057 | 3,472 |
| 87,199 | 120,373 | 880,468 | 1,031,377 | ||
| 406,329 | 907,919 | 1,381,318 | 1,930,693 |
7. MARKETABLE SECURITIES
73
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| Average | BR GAAP | BR GAAP and IFRS | |||||
|---|---|---|---|---|---|---|---|
| interest rate | Parent company | Consolidated | |||||
| WATM (1) | Currency | (% p.a.) | 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Available for sale | |||||||
| Credit linked note | 5.94 | US$ | 4.78% | - | - | 170,411 | 174,181 |
| Brazilian foreign debt securities | 1.20 | US$ | 2.91% | - | - | 85,838 | 89,004 |
| Shares | - | R$ | - | 797 | 658 | 797 | 658 |
| Exclusive investment funds | - | US$ | - | - | - | - | 9,219 |
| 797 | 658 | 257,046 | 273,062 | ||||
| Held for trading | |||||||
| Bank deposit certificates | 2.82 | R$ | 7.01% | 127,306 | 167,867 | 138,957 | 180,185 |
| Financial treasury bills | 1.12 | R$ | 7.16% | 76,973 | 100,508 | 76,973 | 100,508 |
| 204,279 | 268,375 | 215,930 | 280,693 | ||||
| Held to maturity | |||||||
| Credit linked note | 0.50 | US$ | 4.78% | - | - | 67,155 | 90,859 |
| Financial treasury bills | 4.50 | R$ | 7.16% | 52,607 | 51,752 | 52,607 | 51,752 |
| 52,607 | 51,752 | 119,762 | 142,611 | ||||
| 257,683 | 320,785 | 592,738 | 696,366 | ||||
| Current | 205,076 | 269,033 | 540,131 | 621,908 | |||
| Non-current | 52,607 | 51,752 | 52,607 | 74,458 | |||
| (1) Weighted average maturity in years. |
There were no changes in the characteristics of marketable securities disclosed above, compared to the information disclosed in the financial statements for the year ended December 31, 2012 (note 8).
The unrealized gain resulted from the change in the fair value of the available for sale marketable securities, recorded in shareholders’ equity, corresponds to the accumulated amount of R$17,305 (R$18,224 as of December 31, 2012), net of income tax of R$294 (R$395 as of December 31, 2012).
Additionally, on March 31, 2013, R$76,910 of the total of marketable securities, were pledged as collateral for futures contract operations in U.S. Dollars and live cattle, traded on the Futures and Commodities Exchange (“BM&F”) (R$97,271 as of December 31, 2012).
On March 31, 2013, the maturities of the non-current balance of marketable securities in the consolidated balance sheet is as follow:
| BR GAAP and IFRS | |
|---|---|
| Maturities | Parent company and Consolidated |
| 2017 | 52,607 |
| 52,607 |
The Company conducted an analysis of sensitivity to foreign exchange rate as presented in note 4.8.
74
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
8. TRADE ACCOUNTS RECEIVABLE, NET AND CREDIT NOTES
| BR GAAP — Parent Company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Current | ||||
| Domestic third parties | 1,436,151 | 1,567,225 | 1,436,398 | 1,568,370 |
| Domestic related parties | 2,180 | 898 | - | - |
| Foreign third parties | 275,189 | 229,025 | 1,471,406 | 1,603,902 |
| Foreign related parties | 1,505,693 | 1,225,246 | 123,956 | - |
| ( - ) Estimated losses on doubtful accounts | (23,049) | (24,723) | (36,079) | (41,074) |
| 3,196,164 | 2,997,671 | 2,995,681 | 3,131,198 | |
| Credit notes | 25,212 | 31,398 | 68,057 | 77,421 |
| 3,221,376 | 3,029,069 | 3,063,738 | 3,208,619 | |
| Non-current | ||||
| Domestic third parties | 92,611 | 90,476 | 92,758 | 90,619 |
| Foreign third parties | 2,498 | 2,535 | 2,601 | 2,642 |
| ( - ) Adjustment to present value | (151) | (189) | (151) | (189) |
| ( - ) Estimated losses on doubtful accounts | (83,980) | (81,694) | (84,230) | (81,944) |
| 10,978 | 11,128 | 10,978 | 11,128 | |
| Credit notes | 68,229 | 78,033 | 137,192 | 152,303 |
| 79,207 | 89,161 | 148,170 | 163,431 |
The trade accounts receivable involving related parties are disclosed in note 28. In the consolidated the trade accounts receivable refers to transactions with the affiliated companies Federal Foods and Rising Star.
The rollforward of estimated losses from doubtful accounts is presented below:
| BR GAAP | |||||
|---|---|---|---|---|---|
| Parent company | |||||
| 12.31.12 | Additions | Reversals | Write-offs | Exchange rate variation | 03.31.13 |
| 106,417 | 11,552 | (4,759) | (6,143) | (38) | 107,029 |
| 106,417 | 11,552 | (4,759) | (6,143) | (38) | 107,029 |
| BR GAAP and IFRS | |||||
| Consolidated | |||||
| 12.31.12 | Additions | Reversals | Write-offs | Exchange rate variation | 03.31.13 |
| 123,018 | 21,181 | (16,375) | (6,143) | (1,372) | 120,309 |
| 123,018 | 21,181 | (16,375) | (6,143) | (1,372) | 120,309 |
75
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
The breakdown by maturity of overdue amounts which were not included in estimated losses on doubtful accounts is set forth below:
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| 91 to 120 days | 507 | 5,311 | 507 | 5,461 |
| 121 to 180 days | 615 | 4,078 | 615 | 4,240 |
| 181 to 360 days | 2,670 | 7,805 | 2,822 | 8,010 |
| More than 361 days | 379 | 490 | 552 | 665 |
| 4,171 | 17,684 | 4,496 | 18,376 |
The receivables excluded from estimated losses on doubtful accounts are secured by letters of credit issued by financial institutions and by credit insurance hired from insurance companies.
The breakdown of accounts receivable by maturity is as follows:
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Current | 3,048,751 | 2,978,506 | 2,768,341 | 3,040,239 |
| Overdue: | ||||
| 01 to 60 days | 158,020 | 17,920 | 226,519 | 83,688 |
| 61 to 90 days | 5,853 | 7,791 | 7,761 | 9,638 |
| 91 to 120 days | 4,858 | 8,763 | 9,077 | 9,646 |
| 121 to 180 days | 4,732 | 10,377 | 8,023 | 12,547 |
| 181 to 360 days | 9,529 | 9,962 | 13,901 | 15,665 |
| More than 361 days | 82,579 | 82,086 | 93,497 | 94,110 |
| ( - ) Adjustment to present value | (151) | (189) | (151) | (189) |
| ( - ) Estimated losses on doubtful accounts | (107,029) | (106,417) | (120,309) | (123,018) |
| 3,207,142 | 3,008,799 | 3,006,659 | 3,142,326 |
76
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
9. INVENTORIES
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Finished goods | 1.608.078 | 1.443.923 | 2.127.039 | 1.799.515 |
| Goods for resale | 24.257 | 24.505 | 24.257 | 24.577 |
| Work in process | 150.580 | 147.012 | 150.580 | 147.012 |
| Raw materials | 394.931 | 410.469 | 410.193 | 427.931 |
| Packaging materials | 76.211 | 81.301 | 78.822 | 84.195 |
| Secondary materials | 194.783 | 202.933 | 196.340 | 204.489 |
| Spare parts | 114.568 | 110.764 | 114.641 | 110.764 |
| Goods in transit | 2 | 1.420 | 14.079 | 152.091 |
| Imports in transit | 65.787 | 57.864 | 65.787 | 57.864 |
| Advances to suppliers | 10.005 | 10.138 | 10.005 | 10.138 |
| 2.639.202 | 2.490.329 | 3.191.743 | 3.018.576 |
The write-offs of products sold from inventories to cost of sales during the three month period ended on March 31, 2013, totaled R$5,259,326 in the parent company and R$5,512,051 in the consolidated (R$2,732,226 in the parent company and R$4,993,642 in the consolidated as of December 31, 2012). Such amounts include the additions and reversals of inventory provisions which are presented in the table below:
| BR GAAP | ||||||
|---|---|---|---|---|---|---|
| Parent company | ||||||
| 12.31.12 | Additions | Reversals | Write-offs | 03.31.13 | ||
| Provision for losses to the disposable value | (9,087) | (2,103) | 2,198 | - | (8,992) | |
| Provision for deterioration | (19,978) | (4,159) | - | 5,000 | (19,137) | |
| Provision for obsolescence | (1,635) | (409) | - | - | (2,044) | |
| (30,700) | (6,671) | 2,198 | 5,000 | (30,173) | ||
| BR GAAP and IFRS | ||||||
| Consolidated | ||||||
| 12.31.12 | Additions | Reversals | Write-offs | Exchange rate variation | 03.31.13 | |
| Provision for losses to the disposable value | (14,920) | (4,015) | 4,451 | - | (284) | (14,768) |
| Provision for deterioration | (21,740) | (5,219) | - | 5,630 | (26) | (21,355) |
| Provision for obsolescence | (1,635) | (409) | - | - | - | (2,044) |
| (38,295) | (9,643) | 4,451 | 5,630 | (310) | (38,167) |
Additionally, during the three month period ended March 31, 2013, there were write-offs of inventories in the amount of R$10,150 in the parent company and R$10,634 in the consolidated (R$8,623 in the parent company and R$13,729 in the consolidated as of March 31, 2012), referring to deteriorated items, which have been charged directly to the statement of income.
77
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
Management expects inventories to be recovered in a period shorter than 12 months.
On March 31, 2013, R$44,764 of the total balance of inventories of the parent company and consolidated was pledged as collateral for rural credit operations (R$50,000 as of December 31, 2012).
10. BIOLOGICAL ASSETS
The group of biological assets of the Company comprises living animals which are segregated in the following categories: poultry, pork and cattle. In addition, these categories are separated into consumable and for production.
In Management’s opinion, the fair value of the biological assets is substantially represented by the cost of formation, mainly due to the short life cycle of the animals and to the fact that a significant portion of the profitability of the Company’s products derives from the manufacturing process and not from obtaining in natura meat (raw materials at slaughtering point). This opinion is supported by a fair value appraisal report prepared by an independent expert in 2012, which presented an insignificant difference between the two methodologies. Therefore, biological assets are recorded at formation cost.
During the three month period ended March 31, 2013, Management did not identify any event that could impact the business model or the assumptions utilized in the analysis performed in 2012.
The quantities and accounting balances per category of biological assets are presented below:
| BR GAAP | ||||
|---|---|---|---|---|
| Parent company | ||||
| 03.31.13 | 12.31.12 | |||
| Quantity | Value | Quantity | Value | |
| Consumable biological assets | ||||
| Immature poultry | 200,426 | 555,227 | 203,420 | 583,677 |
| Immature pork | 3,393 | 626,176 | 3,461 | 627,790 |
| Immature cattle | 130 | 125,136 | 139 | 146,648 |
| Total current | 203,949 | 1,306,539 | 207,020 | 1,358,115 |
| Production biological assets | ||||
| Immature poultry | 7,493 | 101,702 | 7,759 | 110,422 |
| Mature poultry | 11,429 | 153,547 | 11,022 | 139,428 |
| Immature pork | 120 | 32,917 | 162 | 32,441 |
| Mature pork | 372 | 151,807 | 374 | 145,899 |
| Total non-current | 19,414 | 439,973 | 19,317 | 428,190 |
| 223,363 | 1,746,512 | 226,337 | 1,786,305 |
78
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||
|---|---|---|---|---|
| Consolidated | ||||
| 03.31.13 | 12.31.12 | |||
| Quantity | Value | Quantity | Value | |
| Consumable biological assets | ||||
| Immature poultry | 206,859 | 567,541 | 208,695 | 596,561 |
| Immature pork | 3,393 | 626,176 | 3,461 | 627,790 |
| Immature cattle | 130 | 125,136 | 139 | 146,648 |
| Total current | 210,382 | 1,318,853 | 212,295 | 1,370,999 |
| Production biological assets | ||||
| Immature poultry | 7,493 | 101,702 | 7,759 | 110,422 |
| Mature poultry | 11,429 | 153,547 | 11,022 | 139,428 |
| Immature pork | 120 | 32,917 | 162 | 32,441 |
| Mature pork | 372 | 151,807 | 374 | 145,899 |
| Total non-current | 19,414 | 439,973 | 19,317 | 428,190 |
| 229,796 | 1,758,826 | 231,612 | 1,799,189 |
The rollforward of biological assets for the period is presented below:
| BR GAAP | |||||||
|---|---|---|---|---|---|---|---|
| Parent company | |||||||
| Current | Non-current | ||||||
| Poultry | Pork | Cattle | Total | Poultry | Pork | Total | |
| Balance as of 12.31.12 | 583,677 | 627,790 | 146,648 | 1,358,115 | 249,850 | 178,340 | 428,190 |
| Increase due to acquisition | 36,539 | 255,028 | 53,166 | 344,733 | 6,033 | 24,660 | 30,693 |
| Increase due to reproduction, consumption | |||||||
| of animal feed, medication and | |||||||
| remuneration of partnership | 1,199,155 | 339,324 | 2,998 | 1,541,477 | 87,765 | 2,929 | 90,694 |
| Depreciation | - | - | - | - | (78,466) | (7,912) | (86,378) |
| Transfer between current and non-current | 9,933 | 13,293 | - | 23,226 | (9,933) | (13,293) | (23,226) |
| Reduction due to slaughtering | (1,274,077) | (609,259) | (77,676) | (1,961,012) | - | - | - |
| Balance as of 03.31.13 | 555,227 | 626,176 | 125,136 | 1,306,539 | 255,249 | 184,724 | 439,973 |
| BR GAAP and IFRS | |||||||
| Consolidated | |||||||
| Current | Non-current | ||||||
| Poultry | Pork | Cattle | Total | Poultry | Pork | Total | |
| Balance as of 12.31.12 | 596,561 | 627,790 | 146,648 | 1,370,999 | 249,850 | 178,340 | 428,190 |
| Increase due to acquisition | 36,539 | 255,028 | 53,166 | 344,733 | 6,033 | 24,660 | 30,693 |
| Increase due to reproduction, consumption of animal feed, medication and remuneration of partnership | 1,199,155 | 339,324 | 2,998 | 1,541,477 | 87,765 | 2,929 | 90,694 |
| Depreciation | - | - | - | - | (78,466) | (7,912) | (86,378) |
| Transfer between current and non-current | 9,933 | 13,293 | - | 23,226 | (9,933) | (13,293) | (23,226) |
| Reduction due to slaughtering | (1,274,647) | (609,259) | (77,676) | (1,961,582) | - | - | - |
| Balance as of 03.31.13 | 567,541 | 626,176 | 125,136 | 1,318,853 | 255,249 | 184,724 | 439,973 |
The costs of breeding animals are depreciated using the straight-line method for a period from 15 to 30 months.
79
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
11. RECOVERABLE TAXES
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| State ICMS ("VAT") | 1,002,340 | 944,808 | 1,025,981 | 966,892 |
| PIS and COFINS ("Federal Taxes related to Social Fund Programs") | 820,632 | 890,441 | 820,799 | 890,642 |
| Withholding income and social contribution tax | 224,170 | 241,175 | 262,410 | 277,776 |
| IPI ("Excise Tax") | 59,400 | 58,689 | 59,400 | 58,689 |
| Other | 63,305 | 62,508 | 93,551 | 84,914 |
| ( - ) Allowance for losses | (204,146) | (170,929) | (205,611) | (172,347) |
| 1,965,701 | 2,026,692 | 2,056,530 | 2,106,566 | |
| Current | 832,262 | 892,104 | 918,569 | 964,769 |
| Non-current | 1,133,439 | 1,134,588 | 1,137,961 | 1,141,797 |
The decrease in the balance during the quarter is mainly due to the realization of credits of PIS and COFINS through compensation against other federal taxes.
The rollforward of the allowance for losses is presented below:
| BR GAAP | |||
|---|---|---|---|
| Parent company | |||
| 12.31.12 | Additions | 03.31.13 | |
| State ICMS ("VAT") | (145,891) | (33,217) | (179,108) |
| PIS and COFINS ("Federal Taxes related to Social Fund Programs") | (10,298) | - | (10,298) |
| IPI ("Excise Tax") | (14,740) | - | (14,740) |
| (170,929) | (33,217) | (204,146) | |
| BR GAAP and IFRS | |||
| Consolidated | |||
| 12.31.12 | Additions | 03.31.13 | |
| State ICMS ("VAT") | (145,892) | (33,217) | (179,109) |
| PIS and COFINS ("Federal Taxes related to Social Fund Programs") | (10,298) | - | (10,298) |
| IPI ("Excise Tax") | (14,740) | - | (14,740) |
| Other | (1,417) | (47) | (1,464) |
| (172,347) | (33,264) | (205,611) |
The increase in the allowance for losses for VAT credits is arising from evaluations made by the Company which indicate a possible negative goodwill or losses at the time of its realization.
80
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
12. INCOME TAX AND SOCIAL CONTRIBUTION
12.1. Deferred income tax and social contribution composition
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Assets | ||||
| Tax loss carryforwards (corporate income tax) | 620,655 | 641,749 | 651,447 | 670,447 |
| Valuation allowance for tax losses | - | - | (289) | (274) |
| Negative calculation basis (social contribution tax) | 244,492 | 251,581 | 245,270 | 252,354 |
| Allowance for negative calculation basis losses | - | - | (110) | (104) |
| Estimated annual effective tax rate - CPC 21 | 85,939 | - | 85,939 | - |
| Assets temporary differences | ||||
| Provisions for tax, civil and labor risk | 113,264 | 109,899 | 118,618 | 115,473 |
| Suspended collection taxes | 54,948 | 51,340 | 54,948 | 51,340 |
| Provision for estimated losses with doubtful accounts | 8,629 | 10,237 | 9,164 | 10,665 |
| Provision for property, plant and equipment losses | 5,083 | 3,145 | 5,083 | 3,313 |
| Provision for tax credits realization | 69,410 | 55,539 | 72,397 | 60,935 |
| Provision for other obligations | 37,129 | 28,391 | 37,604 | 29,676 |
| Employees' profit sharing | 21,372 | 25,033 | 21,372 | 25,033 |
| Provision for inventories | 10,259 | 10,438 | 10,635 | 10,900 |
| Employees' benefits plan | 106,216 | 103,308 | 106,216 | 103,308 |
| Amortization on fair value of business combination | 4,278 | 5,372 | 4,278 | 5,372 |
| Business combination - Sadia | 817,858 | 817,858 | 817,858 | 817,858 |
| Unrealized losses on derivatives | 1,101 | 45,015 | 1,101 | 45,015 |
| Unrealized losses on inventories | - | - | 275 | 2,604 |
| Adjustments relating to the transition tax regime | 55,227 | 143,575 | 55,227 | 143,574 |
| Provision for losses | 13,254 | 14,672 | 13,795 | 14,671 |
| Other temporary differences | 19,588 | 51,589 | 21,791 | 53,370 |
| 2,288,702 | 2,368,741 | 2,332,619 | 2,415,530 | |
| Liabilities temporary differences | ||||
| Business combination - Sadia and Quickfood | (804,770) | (865,998) | (924,205) | (990,028) |
| Depreciation on rural activities | - | - | - | - |
| Adjustments relating to the transition tax regime | (716,851) | (675,127) | (718,861) | (677,137) |
| Other temporary differences | (611) | (1,618) | (19,870) | (23,423) |
| (1,522,232) | (1,542,743) | (1,662,936) | (1,690,588) | |
| Total deferred tax legally enforceable | 766,470 | 825,998 | 669,683 | 724,942 |
| Business combination - Dánica and Avex | - | - | (25,107) | (27,792) |
| Total deferred tax | 766,470 | 825,998 | 644,576 | 697,150 |
Certain subsidiaries of the Company have tax losses carryforwards and negative basis of social contribution of R$19,681 and R$19,562, respectively, (R$19,633 and R$19,514 as of December 31, 2012), for which the Company have not recorded a deferred tax assets. If there was an expectation that such tax credits would be realizable, the amount to be recognized in the balance sheet would be R$6,681 (R$6,664 as of December 31, 2012).
81
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
12.2. Estimated time of realization
Deferred tax assets arising from temporary differences will be realized as they are settled our realized. The period of the settlement or realization of such differences is inaccurate and is tied to several factors that are not under Management’s control.
Management estimates that the deferred tax assets originated from tax losses carry forwards and negative basis of social contribution are expected to be realized as set forth below:
| BR GAAP | BR GAAP and IFRS | |
|---|---|---|
| Parent company | Consolidated | |
| 2013 | 26,178 | 32,429 |
| 2014 | 37,535 | 44,294 |
| 2015 | 49,103 | 54,820 |
| 2016 | 61,176 | 64,655 |
| 2017 | 74,019 | 77,814 |
| 2018-2020 | 335,195 | 340,306 |
| 2021-2022 | 281,941 | 282,000 |
| 865,147 | 896,318 |
When assessing the likelihood of the realization of deferred tax assets, Management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected taxable income and tax-planning strategies when performing this assessment. Based on the level of historical taxable income and projections for future taxable income, Management believes that it is more likely than not that the Company will realize the benefits of these deductible differences. The amount of the deferred tax asset is considered realizable, however, could be impacted in the short term if estimates of future taxable income during the carryforward period are reduced.
The rollforward of the deferred tax assets is set forth below:
| BR GAAP | |||
|---|---|---|---|
| Parent company | |||
| 12.31.12 | Rollforward | 03.31.13 | |
| Tax loss carryforwards (corporate income tax) | 641,749 | (21,094) | 620,655 |
| Negative calculation basis (social contribution tax) | 251,581 | (7,089) | 244,492 |
| Temporary differences | (67,332) | (117,284) | (184,616) |
| Effective tax rate | - | 85,939 | 85,939 |
| Deferred income tax on other comprehensive income | (91,004) | 46,955 | (44,049) |
| 734,994 | (12,573) | 722,421 |
82
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | |||||
|---|---|---|---|---|---|
| Consolidated | |||||
| 12.31.12 | Rollforward | Reclassification (1) | Exchange rate variation | 03.31.13 | |
| Tax loss carryforwards (corporate income tax) | 670,173 | (19,015) | - | - | 651,158 |
| Negative calculation basis (social contribution tax) | 252,250 | (7,090) | - | - | 245,160 |
| Temporary differences | (25,721) | (180,506) | - | - | (206,227) |
| Effective tax rate | - | 85,939 | - | - | 85,939 |
| Deferred income tax on other comprehensive income | (91,004) | 46,955 | - | - | (44,049) |
| Business combination - Sadia and Quickfood | (172,170) | 62,622 | 3,201 | - | (106,347) |
| Business combination - Avex and Dánica | (27,382) | 791 | - | 1,484 | (25,107) |
| Other adjustments | - | 998 | - | (998) | - |
| 606,146 | (9,306) | 3,201 | 486 | 600,527 |
(1) Refers to the reclassification of the allocation of R$3,201 from intangible assets to deferred income tax due to the business combination of subsidiary Quickfood.
12.3. Income and social contribution taxes reconciliation
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 03.31.12 | 03.31.13 | 03.31.12 | |
| Income before taxes | 435,680 | 142,519 | 429,311 | 193,083 |
| Nominal tax rate | 34.00% | 34.00% | 34.00% | 34.00% |
| Tax expense at nominal rate | (148,131) | (48,456) | (145,966) | (65,648) |
| Adjustments of taxes and contributions on: | ||||
| Equity interest in income of affiliates | 4,217 | 7,782 | 2,447 | 1,922 |
| Exchange rate variation on foreign investments | (29,586) | (3,024) | (21,661) | (15,148) |
| Difference of tax rates on earnings from foreign subsidiaries | 6 | - | (4,094) | (47,162) |
| Results from foreign subsidiaries | (610) | - | (610) | (387) |
| Profit sharing | (1,078) | (1,274) | (1,078) | (671) |
| Donations | (492) | (105) | (492) | (547) |
| Penalties | 59 | (6,567) | 59 | (4,149) |
| Investment grant | 9,523 | 3,517 | 9,523 | 3,517 |
| Estimated annual effective tax rate CPC 21 | 85,939 | 59,893 | 85,939 | 89,491 |
| Other adjustments | 3,007 | (1,086) | 2,949 | (1,446) |
| (77,146) | 10,680 | (72,984) | (40,228) | |
| Current income tax | (64,573) | - | (63,678) | (38,205) |
| Deferred income tax | (12,573) | 10,680 | (9,306) | (2,023) |
The taxable income, current and deferred income tax from foreign subsidiaries is set forth below:
| BR GAAP and IFRS | ||
|---|---|---|
| Consolidated | ||
| 03.31.13 | 03.31.12 | |
| Taxable income from foreign subsidiaries | (42,456) | (153,829) |
| Current income taxes expense from foreign subsidiaries | 1,124 | 3,264 |
| Deferred income taxes benefit from foreign subsidiaries | 4,149 | (68) |
The Company determined that the total profit accounted for by holdings of their foreign wholly-owned subsidiary will not be redistributed. Such resources will be used for investments in the subsidiaries, and thus no deferred income taxes were recognized. The total of undistributed earnings corresponds to R$1,273,409 as of March 31, 2013 (R$2,223,356 as of December 31, 2012).
83
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
13. JUDICIAL DEPOSITS
The rollforward of the judicial deposits is set forth below:
| BR GAAP | |||||||
|---|---|---|---|---|---|---|---|
| Parent company | |||||||
| 12.31.12 | Additions | Reversals | Write-offs | Price index update | 03.31.13 | ||
| Tax | 240,450 | 8,804 | (407) | (350) | 2,567 | 251,064 | |
| Labor | 93,409 | 16,847 | (816) | (3,790) | 746 | 106,396 | |
| Civil, commercial and other | 30,016 | 1,616 | (472) | (9) | - | 31,151 | |
| 363,875 | 27,267 | (1,695) | (4,149) | 3,313 | 388,611 | ||
| BR GAAP and IFRS | |||||||
| Consolidated | |||||||
| 12.31.12 | Additions | Reversals | Write-offs | Price index update | Exchange rate variation | 03.31.13 | |
| Tax (1) | 240,582 | 8,804 | (407) | (350) | 2,573 | - | 251,202 |
| Labor | 93,503 | 16,847 | (818) | (3,790) | 746 | - | 106,488 |
| Civil, commercial and other | 31,216 | 1,616 | (994) | (9) | - | (22) | 31,807 |
| 365,301 | 27,267 | (2,219) | (4,149) | 3,319 | (22) | 389,497 |
(1) The additions are mainly represented by judicial deposits related to the discussion of the incidence of VAT in a different rate of certain products sold as the state of origin in the amount of R$8,166.
14. RESTRICTED CASH
| Average interest rate (% p.a.) | BR GAAP | BR GAAP and IFRS | |||||
|---|---|---|---|---|---|---|---|
| Parent company | Consolidated | ||||||
| WATM (1) | Currency | 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | ||
| Guarantee deposit | 1.78 | US$ | 0.22 | - | - | 8,449 | 9,137 |
| National treasury certificates | 7.02 | R$ | 19.78 | 87,422 | 83,877 | 87,422 | 83,877 |
| 87,422 | 83,877 | 95,871 | 93,014 |
(1) Weighted average maturity term (in years).
The guarantee deposit above relates to financial debt of the subsidiary Quickfood with Rabobank.
The national treasure certificates classified as held to maturity are pledged as collateral for the loan obtained through the Special Program Asset Restructuring (“PESA”), see note 18 of these quarterly financial information.
84
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
15. INVESTMENTS
15.1. Investments breakdown
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Investment in associates | 2,635,393 | 2,713,155 | 102,677 | 34,711 |
| Goodwill Quickfood | 455,033 | 457,568 | - | - |
| Advance for future capital increase | 80,394 | 100 | - | - |
| Other investments | 873 | 880 | 2,224 | 1,947 |
| 3,171,693 | 3,171,703 | 104,901 | 36,658 |
85
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
15.2. Summarized financial information of subsidiaries and affiliates
| VIP S.A. Empr. e Particip. Imob. | Avipal Construtora S.A. | Avipal Centro Oeste S.A. | PSA Labor. Veter. Ltda. | Perdigão Trading S.A. | PDF Partici-pações Ltda. | Heloísa Ind. Com. Produtos Lácteos Ltda. (1) | Establec. Levino Zaccardi | BRF GmbH | Quickfood S.A. | Sadia GmbH (2) | Sadia International Ltd. | Sadia Alimentos S.A. | Sadia Overseas S.A. | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | 03.31.13 | |
| Current assets | - | 68,237 | 121 | 85 | 380 | 12 | 1 | - | 5,845 | 816,067 | 127,102 | - | 5,216 | 115,272 | 6 |
| Non-current assets | - | 83,833 | - | - | 8,073 | 1,002 | - | - | 2,054 | 1,431,987 | 85,866 | - | 143,881 | 214,303 | 513,730 |
| Current liabilities | - | (179) | (5) | - | - | (1) | - | - | (1,635) | (1,823) | (113,269) | - | (1,074) | (108,238) | (12,114) |
| Non-current liabilities | - | (3,027) | - | - | - | - | - | - | (6,034) | (138,598) | (40,126) | - | - | (106,040) | (503,450) |
| Shareholders' equity | - | (148,864) | (116) | (85) | (8,453) | (1,013) | (1) | - | (230) | (2,107,633) | (59,573) | - | (148,023) | (115,297) | 1,828 |
| Net revenues | - | - | - | - | (5) | - | - | - | 2,398 | 262 | 188,640 | 54 | - | 13,263 | - |
| Net income (loss) | - | 3,831 | - | - | 48 | (102) | - | - | (131) | (53,943) | (1,668) | 62,083 | 2,360 | (7,448) | (7) |
| 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | 12.31.12 | |
| Current assets | - | 60,212 | 121 | 85 | 467 | 119 | 1 | - | 5,953 | 184,901 | 145,221 | 741,488 | 6,737 | 36,776 | 2 |
| Non-current assets | - | 89,158 | - | - | 8,022 | 997 | - | - | 2,199 | 1,162,152 | 86,207 | 221,394 | 142,261 | 236,615 | 512,537 |
| Current liabilities | - | (142) | (5) | - | (84) | (1) | - | - | (1,451) | (717) | (122,999) | (282) | (1,197) | (115,892) | (3,512) |
| Non-current liabilities | - | (4,185) | - | - | - | - | - | - | (6,131) | - | (40,492) | (121,858) | - | (28,058) | (510,875) |
| Shareholders' equity | - | (145,043) | (116) | (85) | (8,405) | (1,115) | (1) | - | (570) | (1,346,336) | (67,937) | (840,742) | (147,801) | (129,441) | 1,848 |
| Net revenues | 15,226,451 | 4,025 | - | - | 366 | - | - | 63,917 | 8,950 | 739 | 391,875 | 739 | - | 38,735 | - |
| Net income (loss) | 1,039,680 | 11,859 | 62 | (180) | (3,028) | (873) | - | (3,934) | (33) | (85,473) | (5) | 83,884 | 2,613 | 1,641 | (29) |
| (1) | Merger of wholly-owned subsidiaries on December 31, 2012. | ||||||||||||||
| (2) | Merger of wholly-owned subsidiary by BRF GmbH on March 31, 2013. |
86
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
15.3. Rollforward of direct investments – Parent company
| VIP S.A. Empr. e Particip. Imob | Avipal Centro Oeste S.A. | PSA Labor. Veter. Ltda | Avipal Construtora S.A. | Perdigão Trading S.A. | UP! Alimen- tos Ltda | PDF Partici- pações Ltda | Establec. Levino Zaccardi | BRF GmbH | Quickfood S.A. | Sadia GmbH (1) | Sadia Internati- onal Ltd. | Sadia Alimentos S.A. | K&S Alimentos S.A. | Sadia Overseas S.A. | Nutrifont Alimentos S.A. | BRF Suínos do Sul Ltda. | Total — 03.31.13 | 12.31.12 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| a) Capital share as of March 31, 2013 | |||||||||||||||||||
| % of share | 100.00% | 100.00% | 88.00% | 100.00% | 100.00% | 50.00% | 1.00% | 90.00% | 100.00% | 90.05% | - | 100.00% | 99.98% | 49.00% | 100.00% | 50.00% | 99.00% | ||
| Total number of shares and membership interests | 14,249,459 | 6,963,854 | 5,463,850 | 445,362 | 100,000 | 1,000 | 1,000 | 100 | 1 | 36,469,606 | - | 900 | 33,717,308 | 27,664,086 | 50,000 | 20,000 | 100 | ||
| Number of shares and membership interest held | 14,249,459 | 6,963,854 | 4,808,188 | 445,362 | 100,000 | 500 | 10 | 90 | 1 | 32,841,224 | - | 900 | 33,717,308 | 13,555,402 | 50,000 | 10,000 | 50 | ||
| b) Subsidiaries' information as of March 31, 2013 | |||||||||||||||||||
| Capital stock | 40,061 | 5,972 | 5,564 | 445 | 100 | 1 | 1 | 41 | 4,858 | 16,291 | - | 1,839 | 142,661 | 27,664 | 2 | 20,000 | - | ||
| Shareholders' equity | 148,864 | 85 | 8,453 | 116 | 1,013 | 60,981 | 1 | 230 | 2,107,633 | 59,573 | - | 148,023 | 115,297 | 26,033 | (1,828) | 20,110 | - | ||
| Fair value adjustments of assets and liabilities acquired | - | - | - | - | - | - | - | - | - | 208,774 | - | - | - | - | - | - | - | ||
| Goodwill based on expectation of future profitability | - | - | - | - | - | - | - | - | - | 246,259 | - | - | - | - | - | - | - | ||
| Income (loss) for the period | 3,831 | - | 48 | - | (102) | 16,407 | - | (131) | (53,943) | (1,668) | 62,083 | 2,360 | (7,448) | 2,930 | (7) | 110 | - | ||
| c) Balance of investments as of March 31, 2013 | |||||||||||||||||||
| Balance of the investment in the beginning of the period | 145,043 | 85 | 7,407 | 116 | 1,115 | 22,287 | - | 382 | 1,346,336 | 518,746 | 840,742 | 147,801 | 129,441 | 11,322 | - | - | - | 3,170,823 | 10,158,756 |
| Equity pick-up | 3,831 | - | 42 | - | (102) | 8,204 | - | (118) | (53,943) | (1,502) | 62,083 | 2,360 | (7,448) | 1,435 | (7) | 55 | - | 14,890 | 976,635 |
| Unrealized profit in inventory | - | - | - | - | - | - | - | (108) | - | - | - | - | 156 | - | - | - | - | 48 | (34) |
| Goodwill in the acquisition of non-controlling entities | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (33,851) |
| Exchange rate variation on goodwill in the acquisiton of non-controlling entities | - | - | - | - | - | - | - | - | 540 | - | - | - | (1,845) | - | - | - | - | (1,305) | (1,280) |
| Goodwill | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 457,568 |
| Exchange rate variation on foreign investments | - | - | - | - | - | - | - | - | (55,085) | (2,535) | (35,850) | (2,138) | 6,029 | - | 28 | - | - | (89,551) | 121,198 |
| Other comprehensive income | (10) | - | - | - | - | - | - | (91) | 2,810 | (6,030) | - | - | (11,037) | - | - | - | - | (14,358) | (50,817) |
| Advance for future capital increase | - | - | - | - | - | - | - | - | - | - | - | - | 80,294 | - | - | - | - | 80,294 | 23,000 |
| Capital increase | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 10,000 | - | 10,000 | - |
| Dividends and interests on shareholders' equity | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (8,988) |
| Write-off plants from the execution of TCD (2) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (252,850) |
| Net assets acquired | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 63,852 |
| Impairment losses for investments | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (21) | - | - | (21) | - |
| Business combination | - | - | - | - | - | - | - | - | 866,975 | - | (866,975) | - | - | - | - | - | - | - | (8,282,366) |
| Total | 148,864 | 85 | 7,449 | 116 | 1,013 | 30,491 | - | 65 | 2,107,633 | 508,679 | - | 148,023 | 195,590 | 12,757 | - | 10,055 | - | 3,170,820 | 3,170,823 |
| (1) | Merger of wholly-owned subsidiary by BRF GmbH on March 31, 2013. | ||||||||||||||||||
| (2) | The amount is composed by the allocated goodwill to the Sadia’s assets, comprised of trademarks amounting R$83,000, fair value of property, plant and equipment of R$102,793, goodwill based on expectation of future profitability of R$71,731 and fair value of guarantees of R$4,674. |
87
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
15.4. Summary financial information in joint venture and affiliates
| Affiliate — UP! | Joint venture — K&S | Rising Star | Nutrifont | Federal Foods | ||||
|---|---|---|---|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | 03.31.13 | 03.31.13 | |
| Current assets | 42,013 | 32,395 | 12,831 | 11,304 | 61,235 | 68,619 | 10,066 | 144,212 |
| Non-current assets | 32 | 34 | 7,760 | 8,030 | 2,601 | 1,354 | 4 | 3,996 |
| Current liabilities | (11,554) | (10,142) | (7,322) | (7,523) | (63,640) | (68,750) | (15) | (94,716) |
| Non-current liabilities | - | - | (513) | (489) | - | (121) | - | (4,313) |
| 30,491 | 22,287 | 12,756 | 11,322 | 196 | 1,102 | 10,055 | 49,179 | |
| UP! | K&S | Rising Star | Nutrifont | Federal Foods | ||||
| 03.31.13 | 03.31.12 | 03.31.13 | 03.31.12 | 03.31.13 | 03.31.12 | 03.31.13 | 03.31.13 | |
| Net revenues | 22,495 | 17,583 | 10,791 | 7,853 | 102,519 | - | - | 27,613 |
| Operational expenses | (3,578) | (3,204) | (1,870) | (2,214) | (1,558) | - | (2) | (3,579) |
| Net income (loss) | 8,204 | 5,868 | 1,436 | (197) | (1,388) | - | 55 | (907) |
| % Participation | 50% | 50% | 49% | 49% | 50% | 50% | 50% | 49% |
88
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
16. PROPERTY, PLANT & EQUIPMENT
Property, plant and equipment rollforward is set forth below:
| BR GAAP | ||||||||
|---|---|---|---|---|---|---|---|---|
| Parent company | ||||||||
| Weighted average depreciation rate (% p.a.) | 12.31.12 | Additions | Write-off | Transfers | Transfers to held for sale | Transfers from held for sale | 03.31.13 | |
| Cost | ||||||||
| Land | - | 615,927 | 16,468 | (30) | 1,200 | - | - | 633,565 |
| Buildings and improvements | - | 4,810,401 | 118,165 | (3,576) | 101,218 | - | - | 5,026,208 |
| Machinery and equipment | - | 5,744,113 | 2,236 | (13,934) | 159,268 | (994) | 32 | 5,890,721 |
| Facilities | - | 1,417,435 | 1,663 | (3,569) | 30,242 | - | - | 1,445,771 |
| Furniture | - | 81,977 | 182 | (1,253) | 8,669 | - | - | 89,575 |
| Vehicles and aircrafts | - | 150,971 | 6 | (530) | 7,655 | (572) | 6 | 157,536 |
| Other | - | 211,585 | 281 | (309) | 15,388 | - | - | 226,945 |
| Construction in progress | - | 838,643 | 243,282 | - | (300,871) | - | - | 781,054 |
| Advances to suppliers | - | 49,576 | 19,007 | - | (32,118) | - | - | 36,465 |
| 13,920,628 | 401,290 | (23,201) | (9,349) | (1,566) | 38 | 14,287,840 | ||
| Depreciation | ||||||||
| Buildings and improvements | 3.04 | (1,183,791) | (31,488) | 828 | (13,839) | - | - | (1,228,290) |
| Machinery and equipment | 5.86 | (1,972,574) | (81,701) | 9,282 | 4,316 | 425 | - | (2,040,252) |
| Facilities | 3.84 | (366,100) | (14,661) | 532 | (2,181) | - | - | (382,410) |
| Furniture | 8.01 | (34,813) | (1,740) | 1,228 | (2,367) | - | - | (37,692) |
| Vehicles and aircrafts | 14.62 | (40,536) | (5,929) | 123 | 14,192 | 560 | - | (31,590) |
| Other | 3.51 | (62,989) | (3,484) | 305 | (121) | - | - | (66,289) |
| (3,660,803) | (139,003) | 12,298 | - | 985 | - | (3,786,523) | ||
| Provision for losses | (9,249) | (5,702) | - | - | - | - | (14,951) | |
| 10,250,576 | 256,585 | (10,903) | (9,349) (1) | (581) | 38 | 10,486,366 | ||
| (1) Net transfer to intangible assets in the amount of R$4,651 (note 17) and net transfer to other rights relating to employees’ housing program in the amount of R$4,698. |
89
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated | ||||||||||
| Weighted average depreciation rate (% p.a.) | 12.31.12 | Additions | Write-off | Transfers | Transfers to held for sale | Transfers from held for sale | Exchange rate variation | 03.31.13 | ||
| Cost | ||||||||||
| Land | - | 618,740 | 16,468 | (30) | 1,200 | - | - | (1,325) | 635,053 | |
| Buildings and improvements | - | 4,966,733 | 118,365 | (3,853) | 101,207 | - | - | (5,942) | 5,176,510 | |
| Machinery and equipment | - | 6,033,839 | 5,029 | (19,431) | 159,300 | (994) | 32 | (22,980) | 6,154,795 | |
| Facilities | - | 1,446,392 | 1,746 | (3,569) | 30,310 | - | - | (7,525) | 1,467,354 | |
| Furniture | - | 95,424 | 889 | (1,322) | 8,754 | - | - | (2,320) | 101,425 | |
| Vehicles and aircrafts | - | 160,879 | 66 | (678) | 7,656 | (572) | 6 | (493) | 166,864 | |
| Other | - | 223,212 | 1,208 | (309) | 15,388 | - | - | 2,242 | 241,741 | |
| Construction in progress | - | 877,857 | 255,501 | (87) | (301,000) | - | - | 2,540 | 834,811 | |
| Advances to suppliers | - | 60,478 | 19,664 | - | (32,164) | - | - | (173) | 47,805 | |
| 14,483,554 | 418,936 | (29,279) | (9,349) | (1,566) | 38 | (35,976) | 14,826,358 | |||
| Depreciation | ||||||||||
| Buildings and improvements | 3.03 | (1,179,907) | (32,372) | 898 | (13,571) | - | - | 1,926 | (1,223,026) | |
| Machinery and equipment | 5.86 | (2,092,973) | (87,646) | 9,460 | 3,966 | 425 | - | 9,300 | (2,157,468) | |
| Facilities | 3.84 | (389,234) | (15,186) | 532 | (2,206) | - | - | 331 | (405,763) | |
| Furniture | 8.03 | (42,187) | (2,131) | 1,272 | (2,260) | - | - | 228 | (45,078) | |
| Vehicles and aircrafts | 15.05 | (44,055) | (6,286) | 207 | 14,192 | 560 | - | 334 | (35,048) | |
| Other | 3.51 | (55,249) | (3,897) | 305 | (121) | - | - | 155 | (58,807) | |
| (3,803,605) | (147,518) | 12,674 | - | 985 | - | 12,274 | (3,925,190) | |||
| Provision for losses | (9,249) | (5,702) | - | - | - | - | - | (14,951) | ||
| 10,670,700 | 265,716 | (16,605) | (9,349) | (1) | (581) | 38 | (23,702) | 10,886,217 | ||
| (1) Net transfer to intangible assets in the amount of R$4,651 (note 17) and net transfer to other rights relating to employees’ housing program in the amount of R$4,698. |
90
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
From these quarterly financial information, the Management started to diclose the additions in property, plant and equipment by cathegory of investment.
The Company classifies its investments in the following cathegories:
(i)
(ii) efficiency: refers to projects aiming to increase operating income with no impact on the production volume; and
(iii) support: refers to projects aiming compliance with quality standards, safety or continuity of operations, not considering economic returns.
The consolidated acquisitions during the three month period ended March 31, 2013 are substantially represented by construction in progress in the total amount of R$255,501 and buildings and improvements of R$118,365 which are mainly comprised of:
| BR GAAP and IFRS | |
|---|---|
| Consolidated | |
| Description | 03.31.13 |
| Expansion | |
| Expansion of productive capacity of cooked sausages, frankfurters, sausage, frozen prepared entrees, cooked meals, pizzas and smoked products of the industrial units located in the cities of Lucas do Rio Verde (MT), Videira (SC), Ponta Grossa (PR), Capinzal (SC), Tatuí (SP) and | |
| Uberlândia (MG) | 39,771 |
| Construction of a new margarine plant in the city of Vitória de Santo Antão (PE) | 31,588 |
| Construction of a new cheese factory in the city of Três de Maio (RS) | 24,981 |
| Construction of a new UHT plant in the city of Barra do Pirai (RJ) | 12,248 |
| Expansion of slaughterhouse of industrial units located in the cities of Rio Verde (GO), Nova Mutum (MT) and Lucas do Rio Verde (MT) | 10,753 |
| Construction of a distribution center in the city of Rio de Janeiro (RJ) | 3,847 |
| 123,188 | |
| Efficiency | |
| Automation of poultry production (gutting and deboning) in the cities of Carambeí (PR), Chapecó (SC), Lajeado (RS) and Várzea Grande (MT) | 33,566 |
| Automation of production of yogurt, pizzas, ready meals and sandwiches in the city of Carambeí (PR) | 10,349 |
| Adequacy of the production of raw materials (condiment) in the city of Concórdia (SC) | 3,074 |
| Automation of poultry packaging in the city of Chapecó (SC) | 1,936 |
| Improvement in the production of breeding stock (aiming the animal welfare) in the city of Uberlândia (MG) | 939 |
| Expansion of the receiving grain process in the city of Dourados (MS) | 591 |
| Automation of pork leg deboning process in the city of Lucas do Rio Verde (MT) | 591 |
| 51,046 |
91
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| Support | |
|---|---|
| Formation of forests to generate stocks of firewood for the boilers | 7.964 |
| Construction of houses for employees - 270 units in the city of Nova Mutum (MT) and 280 units in the city of Mineiros (GO) | 5.902 |
| Compliance with the safety requirements from regulatory norm in the boiler operations, electrical facilities, freight elevators and logistics warehouse in the units located in the cities of Várzea Grande (MT), Concórdia (SC), Uberlândia (MG), Paranaguá (PR) and Embu (SP) | 4.428 |
| Adequacy of pork slaughtering facilities in the city of Toledo (PR) | 4.177 |
| Construction of a technology center in the city of Jundiaí (SP) | 2.324 |
| Implementation of information systems in foreign units | 1.866 |
| Adequacy of cereal receiving facilities in the city of Arroio do Meio (RS) | 1.041 |
| 27.702 | |
| Financial lease (1) | 132.131 |
| (1) See note 21.1. |
The disposals are mainly related to obsolete items in the total amount of R$5,048 and replaced assets in the amount of R$4,940, recorded within other operating results.
The Company has fully depreciated items which are still in operation. The composition of such assets is set forth below:
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Cost | ||||
| Buildings and improvements | 109,153 | 107,970 | 118,781 | 118,008 |
| Machinery and equipment | 545,071 | 525,052 | 574,118 | 555,336 |
| Facilities | 70,926 | 70,854 | 70,926 | 70,854 |
| Furniture | 13,809 | 12,265 | 17,352 | 15,959 |
| Vehicles and aircrafts | 4,356 | 3,450 | 4,356 | 3,450 |
| Others | 25,823 | 19,127 | 25,823 | 19,127 |
| 769,138 | 738,718 | 811,356 | 782,734 |
During the three month period ended March 31, 2013, the Company capitalized interests in the amount of R$11,937 in the consolidated (R$10,722 as of March 31, 2012). The weighted interest rate utilized to determine the capitalized amount was 8.08% p.a. (6.89% as of March 31, 2012).
On March 31, 2013, the Company had no commitments assumed related to acquisition and/or construction of properties, except those disclosed in note 18, item 18.3.
The property, plant and equipment that are held as collateral for transactions of different natures are presented below:
92
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | |||
|---|---|---|---|
| Parent company and Consolidated | |||
| 03.31.13 | 12.31.12 | ||
| Type of collateral | Book value of the collateral | Book value of the collateral | |
| Land | Financial/Labor/Tax/Civil | 354,912 | 355,931 |
| Buildings and improvements | Financial/Labor/Tax/Civil | 1,735,459 | 1,735,376 |
| Machinery and equipment | Financial/Labor/Tax | 2,115,501 | 2,104,092 |
| Facilities | Financial/Labor/Tax | 638,513 | 638,450 |
| Furniture | Financial/Labor/Tax/Civil | 20,124 | 18,579 |
| Vehicles and aircrafts | Financial/Tax | 1,281 | 1,636 |
| Others | Financial/Labor/Tax/Civil | 79,889 | 73,640 |
| 4,945,679 | 4,927,704 |
The Company is not allowed to assign these assets as collateral for other transactions or to sell them.
17. INTANGIBLE
Intangible assets are comprised of the following items:
| BR GAAP | |||||
|---|---|---|---|---|---|
| Parent company | |||||
| Weighted average amortization rate (% p.a.) | Cost | Accumulated amortization | 03.31.13 | 12.31.12 | |
| Goodwill | - | 2,767,985 | - | 2,767,985 | 2,767,985 |
| Outgrowers fidelization | 12.50 | 8,628 | (1,600) | 7,028 | 6,869 |
| Trademarks | - | 1,173,000 | - | 1,173,000 | 1,173,000 |
| Patents | 16.51 | 3,722 | (344) | 3,378 | 3,418 |
| Supplier relationship | 42.00 | 135,000 | (133,623) | 1,377 | 2,752 |
| Software | 20.00 | 267,767 | (131,286) | 136,481 | 142,640 |
| 4,356,102 | (266,853) | 4,089,249 | 4,096,664 | ||
| BR GAAP and IFRS | |||||
| Consolidated | |||||
| Weighted average amortization rate (% p.a.) | Cost | Accumulated amortization | 03.31.13 | 12.31.12 | |
| Non-compete agreement | 2.44 | 411 | (90) | 321 | 394 |
| Goodwill | - | 3,096,649 | - | 3,096,649 | 3,083,263 |
| Exclusivity agreement | 100.00 | 541 | (271) | 270 | 452 |
| Outgrowers fidelization | 12.50 | 18,637 | (3,139) | 15,498 | 16,642 |
| Trademarks | - | 1,303,923 | - | 1,303,923 | 1,305,937 |
| Patents | 17.45 | 5,103 | (1,280) | 3,823 | 3,895 |
| Customer relationship | 7.71 | 181,163 | (3,327) | 177,836 | 181,803 |
| Supplier relationship | 42.00 | 136,991 | (134,120) | 2,871 | 4,743 |
| Software | 20.00 | 286,839 | (132,738) | 154,101 | 154,532 |
| 5,030,257 | (274,965) | 4,755,292 | 4,751,661 |
The intangible assets rollforward is set forth below:
93
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP | |||||
|---|---|---|---|---|---|
| Parent company | |||||
| 12.31.12 | Additions | Write-offs | Transfers (1) | 03.31.13 | |
| Cost: | |||||
| Goodwill: | 2,767,985 | - | - | - | 2,767,985 |
| Ava | 49,368 | - | - | - | 49,368 |
| Batavia | 133,163 | - | - | - | 133,163 |
| Cotochés | 39,590 | - | - | - | 39,590 |
| Eleva Alimentos | 1,273,324 | - | - | - | 1,273,324 |
| Heloísa | 33,461 | - | - | - | 33,461 |
| Incubatório Paraíso | 656 | - | - | - | 656 |
| Paraíso Agroindustrial | 16,751 | - | - | - | 16,751 |
| Perdigão Mato Grosso | 7,636 | - | - | - | 7,636 |
| Sadia | 1,214,036 | - | - | - | 1,214,036 |
| Outgrowers fidelization | 8,204 | 424 | - | - | 8,628 |
| Trademarks | 1,173,000 | - | - | - | 1,173,000 |
| Patents | 3,722 | - | - | - | 3,722 |
| Supplier relationship | 135,000 | - | - | - | 135,000 |
| Software | 323,157 | 11 | (60,052) | 4,651 | 267,767 |
| 4,411,068 | 435 | (60,052) | 4,651 | 4,356,102 | |
| Amortization: | |||||
| Outgrowers fidelization | (1,335) | (265) | - | - | (1,600) |
| Patents | (304) | (40) | - | - | (344) |
| Supplier relationship | (132,248) | (1,375) | - | - | (133,623) |
| Software | (180,517) | (10,705) | 59,936 | - | (131,286) |
| (314,404) | (12,385) | 59,936 | - | (266,853) | |
| 4,096,664 | (11,950) | (116) | 4,651 | 4,089,249 |
94
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | ||||||
|---|---|---|---|---|---|---|
| Consolidated | ||||||
| 12.31.12 | Additions | Write-offs | Transfers (1) | Exchange rate variation | 03.31.13 | |
| Cost: | ||||||
| Goodwill: | 3,083,263 | 20,422 | - | (3,201) | (3,835) | 3,096,649 |
| Ava | 49,368 | - | - | - | - | 49,368 |
| Avex | 37,989 | - | - | - | (2,073) | 35,916 |
| Batavia | 133,163 | - | - | - | - | 133,163 |
| Cotochés | 39,590 | - | - | - | - | 39,590 |
| Dánica | 10,145 | - | - | - | (1,042) | 9,103 |
| Eleva Alimentos | 1,273,324 | - | - | - | - | 1,273,324 |
| Federal Foods | - | 20,422 | - | - | - | 20,422 |
| Heloísa | 33,461 | - | - | - | - | 33,461 |
| Incubatório Paraíso | 656 | - | - | - | - | 656 |
| Paraíso Agroindustrial | 16,751 | - | - | - | - | 16,751 |
| Perdigão Mato Grosso | 7,636 | - | - | - | - | 7,636 |
| Plusfood | 17,684 | - | - | - | (720) | 16,964 |
| Quickfood | 249,460 | - | - | (3,201) | - | 246,259 |
| Sadia | 1,214,036 | - | - | - | - | 1,214,036 |
| Non-compete agreement | 442 | - | - | - | (31) | 411 |
| Exclusivity agreement | 603 | - | - | - | (62) | 541 |
| Outgrowers fidelization | 18,791 | 424 | - | - | (578) | 18,637 |
| Trademarks | 1,305,937 | - | - | - | (2,014) | 1,303,923 |
| Patents | 5,107 | - | - | 6 | (10) | 5,103 |
| Customer relationship | 182,496 | - | - | - | (1,333) | 181,163 |
| Supplier relationship | 136,991 | - | - | - | - | 136,991 |
| Software | 336,956 | 7,664 | (60,938) | 4,645 | (1,488) | 286,839 |
| 5,070,586 | 28,510 | (60,938) | 1,450 | (9,351) | 5,030,257 | |
| Amortization: | ||||||
| Non-compete agreement | (48) | (46) | - | - | 4 | (90) |
| Exclusivity agreement | (151) | (142) | - | - | 22 | (271) |
| Outgrowers fidelization | (2,149) | (1,044) | - | - | 54 | (3,139) |
| Patents | (1,212) | (71) | - | - | 3 | (1,280) |
| Customer relationship | (693) | (2,690) | - | - | 56 | (3,327) |
| Supplier relationship | (132,248) | (1,872) | - | - | - | (134,120) |
| Software | (182,424) | (10,823) | 60,444 | - | 65 | (132,738) |
| (318,925) | (16,688) | 60,444 | - | 204 | (274,965) | |
| 4,751,661 | 11,822 | (494) | 1,450 | (9,147) | 4,755,292 | |
| (1) Refers to the reclassification of allocation of intangible assets to deferred tax due to the acquisition of subsidiary Quickfood. |
For the three month period ended March 31, 2013, Management did not identify any event that could indicate an impairment of such assets and therefore, the test was not performed during the current quarter.
95
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
18. LOANS AND FINANCING
| BR GAAP | |||||||
|---|---|---|---|---|---|---|---|
| Parent company | |||||||
| Charges (% p.a.) | Weighted average interest rate (% p.a.) | WAMT (1) | Current | Non- current | 03.31.13 | 12.31.12 | |
| Local currency | |||||||
| FIXED RATE + TJLP + 4.23% | |||||||
| BNDES, FINEM, development bank credit | (FIXED RATE + TJLP + 4.13% on | 6.96% | |||||
| lines, other secured debts and financial lease | 12.31.12) | (7.28% on 12.31.12) | 2.7 | 378,606 | 911,234 | 1,289,840 | 1,390,617 |
| 102.21% CDI + TJLP + 3.80% | |||||||
| (102.21% CDI + TJLP + 3.80% on | 7.69% | ||||||
| Export credit facility | 12.31.12) | (7.91% on 12.31.12) | 1.7 | 349,033 | 700,000 | 1,049,033 | 1,048,128 |
| 5.58% | 5.58% | ||||||
| Working capital | (5.66% on 12.31.12) | (5.66% on 12.31.12) | 0.5 | 1,298,364 | 1,494 | 1,299,858 | 1,244,836 |
| FIXED RATE + IGPM + 1.42% | |||||||
| (FIXED RATE + IGPM + 1.22% on | 1.97% | ||||||
| Fiscal incentives | 12.31.12) | (1.89% on 12.31.12) | 12.3 | 5 | 14,960 | 14,965 | 12,401 |
| IGPM + 4.90% | 12.68% | ||||||
| PESA | (IGPM + 4.90% on 12.31.12) | (12.46% on 12.31.12) | 7.0 | 768 | 193,560 | 194,328 | 193,938 |
| 2,026,776 | 1,821,248 | 3,848,024 | 3,889,920 | ||||
| Foreign currency | |||||||
| UMBNDES + 2.20% | 5.75% | ||||||
| BNDES, FINEM, development bank credit | (UMBNDES + 2.22% on 12.31.12) | (5.78% on 12.31.12) | |||||
| lines, other secured debts and financial lease | e.r. (US$ and other currencies) | e.r. (US$ and other currencies) | 1.4 | 40,882 | 48,334 | 89,216 | 105,899 |
| LIBOR + FIXED RATE + CDI + | |||||||
| 2.35% | |||||||
| (LIBOR + FIXED RATE + CDI + | 3.32% | ||||||
| 2.20% on 12.31.12) | (3.35% on 12.31.12) | ||||||
| Export credit facility | e.r. (US$ and other currencies) | e.r. (US$ and other currencies) | 3.9 | 156,683 | 791,615 | 948,298 | 1,075,882 |
| Advances for foreign exchange rate contracts | (0.62% + e.r. US$ on 12.31.12) | (0.62% + e.r. US$ on 12.31.12) | - | - | - | - | 102,212 |
| 5.88% | 5.88% | ||||||
| (5.88% on 12.31.12) | (5.88% on 12.31.12) | ||||||
| Bonds | e.r. US$ | e.r. US$ | 9.3 | 29,600 | 1,501,305 | 1,530,905 | 1,531,036 |
| 227,165 | 2,341,254 | 2,568,419 | 2,815,029 | ||||
| 2,253,941 | 4,162,502 | 6,416,443 | 6,704,949 | ||||
| (1) Weighted average maturity term (in years). |
96
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | |||||||
|---|---|---|---|---|---|---|---|
| Consolidated | |||||||
| Charges (% p.a.) | Weighted average interest rate (% p.a.) | WAMT (1) | Current | Non- current | 03.31.13 | 12.31.12 | |
| Local currency | |||||||
| FIXED RATE + TJLP + 4.23% | |||||||
| BNDES, FINEM, development bank credit | (FIXED RATE+ TJLP+ 4.13% on | 6.96% | |||||
| lines, other secured debts and financial lease | 12.31.12) | (7.28% on 12.31.12) | 2.7 | 378,606 | 911,234 | 1,289,840 | 1,390,617 |
| 102.21% CDI + TJLP + 3.80% | |||||||
| (102.21% CDI + TJLP + 3.80% on | 7.69% | ||||||
| Export credit facility | 12.31.12) | (7.91% on 12.31.12) | 1.7 | 349,033 | 700,000 | 1,049,033 | 1,048,128 |
| 5.58% | 5.58% | ||||||
| Working capital | (5.66% on 12.31.12) | (5.66% on 12.31.12) | 0.5 | 1,298,364 | 1,494 | 1,299,858 | 1,244,836 |
| FIXED RATE+ IGPM + 1.42% | |||||||
| (FIXED RATE + IGPM + 1.22% on | 1.97% | ||||||
| Fiscal incentives | 12.31.12) | (1.89% on 12.31.12) | 12.3 | 5 | 14,960 | 14,965 | 12,401 |
| IGPM + 4.90% | 12.68% | ||||||
| PESA | (IGPM + 4.90% on 12.31.12) | (12.46% on 12.31.12) | 7.0 | 768 | 193,560 | 194,328 | 193,938 |
| 2,026,776 | 1,821,248 | 3,848,024 | 3,889,920 | ||||
| Foreign currency | |||||||
| UMBNDES + 2.14% | 5.99% | ||||||
| BNDES, FINEM, development bank credit | (UMBNDES + 2.15% on 12.31.12) | (6.08% on 12.31.12) | |||||
| lines, other secured debts and financial lease | e.r. (US$ and other currencies) | e.r. (US$ and other currencies) | 1.4 | 42,191 | 49,371 | 91,562 | 109,412 |
| LIBOR + FIXED RATE + CDI + | |||||||
| 2.49% | |||||||
| (LIBOR + FIXED RATE + CDI + | 3.24% | ||||||
| 2.36% on 12.31.12) | (3.28% on 12.31.12) | ||||||
| Export credit facility | e.r. (US$ and other currencies) | e.r. (US$ and other currencies) | 3.4 | 303,088 | 1,229,107 | 1,532,195 | 1,691,553 |
| Advances for foreign exchange rate contracts | (0.62% + e.r. US$ on 12.31.12) | (0.62% + e.r. US$ on 12.31.12) | - | - | - | - | 102,212 |
| 19.03% | 19.03% | ||||||
| (21.25% on 12.31.12) | (21.25% on 12.31.12) | ||||||
| Working capital | e.r. ARS | e.r. ARS | 0.6 | 87,972 | 15,605 | 103,577 | 117,808 |
| 7.20% | 7.20% | ||||||
| (7.20% on 12.31.12) | (7.20% on 12.31.12) | ||||||
| Bonds | e.r. US$ | e.r. US$ | 6.5 | 60,315 | 3,497,867 | 3,558,182 | 3,607,416 |
| 493,566 | 4,791,950 | 5,285,516 | 5,628,401 | ||||
| 2,520,342 | 6,613,198 | 9,133,540 | 9,518,321 | ||||
| (1) Weighted average maturity term (in years). |
97
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
The main characteristics of loans and financing agreements entered by the Company were detailed disclosed in note 19 of financial statements for the year ended December 31, 2012.
18.1. Loans and financing maturity schedule
The maturity schedule of the loans and financing balance is as follow:
| BR GAAP | BR GAAP and IFRS | |
|---|---|---|
| Parent company | Consolidated | |
| 03.31.13 | 03.31.13 | |
| 2013 | 1,589,809 | 1,856,033 |
| 2014 | 1,152,223 | 1,253,572 |
| 2015 | 592,055 | 744,219 |
| 2016 | 424,108 | 424,108 |
| 2017 onwards | 2,658,248 | 4,855,608 |
| 6,416,443 | 9,133,540 |
18.2. Guarantees
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Total of loans and financing | 6,416,443 | 6,704,949 | 9,133,540 | 9,518,321 |
| Mortgage guarantees | 1,304,021 | 1,405,735 | 1,304,021 | 1,405,735 |
| Related to FINEM-BNDES | 800,178 | 900,226 | 800,178 | 900,226 |
| Related to FNE-BNB | 361,577 | 361,144 | 361,577 | 361,144 |
| Related to tax incentives and other | 142,266 | 144,365 | 142,266 | 144,365 |
| Statutory lien on assets acquired with financing | 78,530 | 91,079 | 80,876 | 91,079 |
| Related to FINEM-BNDES | 4,126 | 5,209 | 4,126 | 5,209 |
| Related to financial lease | 74,404 | 85,870 | 76,750 | 85,870 |
The Company is the guarantor of a loan obtained by Instituto Sadia de Sustentabilidade with the BNDES. The loan was obtained with the purpose of allowing the implementation of biodigestors in the properties of the outgrowers which take part in the Company’s integration system, targeting the reduction of the emission of Greenhouse Gases. The value of these guarantees on March 31, 2013, totaled R$69,368 (R$72,123 as of December 31, 2012).
The Company is guarantor of loans related to a special program, which aimed the local development of outgrowers in the central region of Brazil. The proceeds of such loans shall be utilized to improve farm conditions and will be paid in 10 years, taking as collateral the land and equipment acquired by the outgrowers though this program. The total of guarantee as of March 31, 2013, amounted to R$440,176 (R$441,077 as of December 31, 2012).
98
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
On March 31, 2013, the Company entered into financial guarantees agreements in the amount of R$1,270,801 (R$1,234,215 as of December 31, 2012) offered mainly in litigation which were discussed the use of tax credits. These guarantees have an average cost of 0.95% p.a. (0.87% p.a. as of December 31, 2012).
18.3. Commitments
In the normal course of the business, the Company enters into agreements with third parties which are mainly related to the purchase of raw materials, such as corn, soymeal and hog, where the agreed prices can be fixed or to be fixed. The agreements consider the market value of the commodities on the date of these quarterly financial information and the amounts are set forth below:
| BR GAAP | BR GAAP and IFRS | |
|---|---|---|
| Parent company | Consolidated | |
| 03.31.13 | 03.31.13 | |
| 2013 | 1,586,750 | 1,625,829 |
| 2014 | 454,440 | 454,440 |
| 2015 | 428,308 | 428,308 |
| 2016 | 420,613 | 420,613 |
| 2017 onwards | 1,272,830 | 1,272,830 |
| 4,162,941 | 4,202,020 |
The Company entered into leasing agreements denominated “built to suit” in which the real state will be build by third parties. The agreements terms are 10 years from the signing date as well as the charge of rent expenses. If the Company defaults on its obligations, it will be subject to fines and/or rent falling due, according to each contract.
The schedule of future payments related to the built to suit agreements is set forth below:
| BR GAAP and IFRS | |
|---|---|
| Parent company and Consolidated | |
| 03.31.13 | |
| 2013 | 675 |
| 2014 | 900 |
| 2015 | 900 |
| 2016 | 900 |
| 2017 onwards | 5,625 |
| 9,000 |
99
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
The decrease in the estimate of future payments of R$203,128 on December 31, 2012 to R$9,000 on March 31, 2013, is due to the conclusion of the construction of the distribution center in the city of Salvador (BA) and the building of the shared services center located in the city of Curitiba (PR), which were recorded as finance leases, see note 21.2.
19. ACCOUNTS PAYABLE
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Domestic suppliers | ||||
| Third parties | 2,670,934 | 2,890,875 | 2,674,421 | 2,890,879 |
| Related parties | 11,791 | 10,722 | 11,791 | 10,637 |
| 2,682,725 | 2,901,597 | 2,686,212 | 2,901,516 | |
| Foreign suppliers | ||||
| Third parties | 221,773 | 231,065 | 461,717 | 479,730 |
| Related parties | 2,679 | 2,802 | - | - |
| 224,452 | 233,867 | 461,717 | 479,730 | |
| 2,907,177 | 3,135,464 | 3,147,929 | 3,381,246 |
Accounts payable to suppliers are not subject to interest charges and are generally settled in average within 39 days.
The information on accounts payable involving related parties is presented in note 28. The related parties in the consolidated statements refer to transactions with the affiliated UP!.
100
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
20. OTHER FINANCIAL ASSETS AND LIABILITIES
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 12.31.12 | 03.31.13 | 12.31.12 | |
| Derivative financial instruments | ||||
| Cash flow hedge | ||||
| Assets | ||||
| Non-deliverable forward (NDF) | 79,029 | 28,489 | 79,029 | 28,489 |
| Currency option contracts | 336 | - | 336 | - |
| Fixed exchange rate contracts | 1,538 | 2,080 | 1,538 | 2,080 |
| Exchange rate contracts (Swap) | 1,048 | 2,119 | 1,048 | 2,119 |
| 81,951 | 32,688 | 81,951 | 32,688 | |
| Liabilities | ||||
| Non-deliverable forward (NDF) | (1,737) | (66,226) | (1,737) | (66,226) |
| Currency option contracts | (204) | - | (204) | - |
| Exchange rate contracts (Swap) | (115,917) | (125,851) | (164,031) | (180,747) |
| (117,858) | (192,077) | (165,972) | (246,973) | |
| Derivatives not designated as hedge accounting | ||||
| Assets | ||||
| Non-deliverable forward (NDF) | - | - | 151 | 396 |
| Live cattle forward contracts | - | 57 | - | 57 |
| Live cattle option contracts | 53 | 59 | 53 | 59 |
| Dollar future contracts | 318 | - | 318 | - |
| Live cattle future contracts | 13 | - | 13 | - |
| 384 | 116 | 535 | 512 | |
| Liabilities | ||||
| Live cattle forward contracts | (2) | - | (2) | - |
| Live cattle option contracts | (259) | (49) | (259) | (49) |
| Exchange rate contracts (Swap) | (4,740) | (5,609) | (4,740) | (5,609) |
| Dollar future contracts | - | (782) | - | (782) |
| Live cattle future contracts | - | (7) | - | (7) |
| (5,001) | (6,447) | (5,001) | (6,447) | |
| Current assets | 82,335 | 32,804 | 82,486 | 33,200 |
| Current liabilities | (122,859) | (198,524) | (170,973) | (253,420) |
The collaterals given in the transactions presented above are disclosed in note 7.
21. LEASES
The Company is the lessee in several contracts, which can be classified as operating or finance lease.
21.1. Operating lease
The minimum future payments of operating lease agreements not cancelable, in total and for each of the following years, are presented below:
101
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | |
|---|---|
| Parent company and Consolidated | |
| 03.31.13 | |
| 2013 | 45,224 |
| 2014 | 54,747 |
| 2015 | 32,140 |
| 2016 | 28,603 |
| 2017 onwards | 133,491 |
| 294,205 |
On March 31, 2013, the payments of lease agreements recognized as expense in the current period amounted to R$59,210 (R$19,208 as of March 31, 2012) in the parent company and R$65,598 in the consolidated (R$51,045 as of March 31, 2012).
21.2. Financial lease
The leased assets are presented below:
| BR GAAP and IFRS | |||||
|---|---|---|---|---|---|
| Parent Company and Consolidated | |||||
| Weighted average interest rate (% p.a.) | (1) | 03.31.13 | 12.31.12 | ||
| Cost | |||||
| Machinery and equipment | 36,447 | 21,098 | |||
| Software | 22,108 | 22,108 | |||
| Vehicles | 140,181 | 135,660 | |||
| Land | 16,462 | 389 | |||
| Buildings (2) | 110,516 | 14,999 | |||
| 325,714 | 194,254 | ||||
| Accumulated depreciation | |||||
| Machinery and equipment | 19.41 | (9,520) | (9,218) | ||
| Software | 20.00 | (5,597) | (4,492) | ||
| Vehicles | 14.21 | (22,327) | (16,969) | ||
| Buildings | 12.41 | (1,485) | (154) | ||
| (38,929) | (30,833) | ||||
| 286,785 | 163,421 | ||||
| (1) | The period of depreciation of leased assets corresponds to the lower amount between term of the contract and the life of the asset, as determined by CVM Deliberation 645/10. | ||||
| (2) | The increase is due to the conclusion of construction of distribution center located in the city of Salvador (BA) and the building of Shared Services Center located in the city of Curitiba (PR). |
102
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
The future minimum payments required are segregated as follows, and were recorded as current and non-current liabilities:
| BR GAAP and IFRS | |||
|---|---|---|---|
| Parent company and Consolidated | |||
| 03.31.13 | |||
| Present value of minimum payments (1) | Interest | Minimum future payments (2) | |
| 2013 | 67,137 | 8,195 | 75,332 |
| 2014 | 43,751 | 9,420 | 53,171 |
| 2015 | 21,399 | 8,217 | 29,616 |
| 2016 | 18,649 | 7,906 | 26,555 |
| 2017 onwards | 85,368 | 46,477 | 131,845 |
| 236,304 | 80,215 | 316,519 | |
| (1) Comprises the amount of R$76,577 related to financial lease of vehicles which are recorded on loans and financing. (2) Comprises the amount of R$73,074 related to financial lease of vehicles which are recorded on loans and financing. |
22. SHARE BASED PAYMENT
The rules for the stock options plan granted to Company’s executives, were disclosed in the annual financial statements for the year ended December 31, 2012 (see note 23) and has not changed during this period.
The breakdown of the outstanding granted options is presented as follows:
| Date — Grant date | Beginning of the year | End of the year | Quantity — Options granted | Outstanding options | Price of converted share — Granting date | Updated IPCA | Share price — at 03.31.13 |
|---|---|---|---|---|---|---|---|
| 05/03/10 | 05/02/11 | 05/02/15 | 1,540,011 | 800,857 | 23.44 | 27.66 | 44.60 |
| 07/01/10 | 06/30/11 | 06/30/15 | 36,900 | 36,900 | 24.75 | 27.04 | 44.60 |
| 05/02/11 | 05/01/12 | 05/01/16 | 2,463,525 | 2,056,449 | 30.85 | 34.18 | 44.60 |
| 05/02/12 | 05/01/13 | 05/01/17 | 3,708,071 | 3,478,221 | 34.95 | 36.84 | 44.60 |
| 7,748,507 | 6,372,427 |
The rollforward of the outstanding granted options for the three month period ended March 31, 2013 is presented as follows:
103
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| BR GAAP and IFRS | |
|---|---|
| Consolidated | |
| Quantity of outstanding options as of December 31, 2012 | 6,617,581 |
| Exercised - grant of 2012 | (15,900) |
| Exercised - grant of 2011 | (130,181) |
| Exercised - grant of 2010 | (62,733) |
| Canceled | |
| Grant of 2012 | (36,340) |
| Quantity of outstanding options as of March 31, 2013 | 6,372,427 |
The weighted average strike prices of the outstanding options is R$34.77 (thirty four Brazilian Reais and seventy seven cents) and the weighted average of the remaining contractual term is 43 months.
The Company presented in shareholders’ equity the fair value of the options in the amount of R$49,684 (R$45,464 as of December 31, 2012). In the statement of income for the three month period ended March 31, 2013 the amount recognized as expense was R$4,220 (expense of R$3,598 as of March 31, 2012).
During the three month period ended March 31, 2013, the Company’s executives exercised 208,814 shares, with an average price of R$32.08 (thirty two Brazilian Reais and eight cents) totaling R$6,698. In order to comply with this commitment, the Company utilized treasury shares with an acquisition cost of R$21.63 (twenty one Brazilian Reais and sixty three cents), recording a gain in the amount of R$2,182 as capital reserve.
The fair value of the stock options was measured using the Black-Scholes pricing model, as disclosed in the annual financial statements for the year ended December 31, 2012 (note 23). No change was promoted in the methodology adopted during the three month period ended March 31, 2013.
104
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
23. SUPPLEMENTARY RETIREMENT PLAN AND OTHER BENEFITS TO EMPLOYEES
The Company offers supplementary retirement plans and other benefits to its employees. The characteristics of the supplementary retirement plans, as well as of the other employee benefits, were disclosed in the annual financial statements for the year ended December 31, 2012 (note 24) and has not changed during this period.
The actuarial liabilities and the related effects in the statement of income are presented below:
| Consolidated | ||||
| Liabilities | Statement of income | |||
| 03.31.13 | 12.31.12 | 03.31.13 | 03.31.12 | |
| Retirement supplementary plan - BFPP (1) | - | - | (3,872) | (3,601) |
| Retirement supplementary plan - FAF (2) | - | - | 9,192 | 12,465 |
| Medical assistance | 94,209 | 92,408 | (1,801) | (3,224) |
| Penalty F.G.T.S. (3) | 155,674 | 150,715 | (4,959) | (4,474) |
| Reward for working time | 41,823 | 40,483 | (1,340) | (1,204) |
| Other | 20,693 | 20,240 | (453) | (1,135) |
| 312,399 | 303,846 | (3,233) | (1,173) | |
| Current | 17,900 | 17,414 | ||
| Non-current | 294,499 | 286,432 | ||
| (1) | BFPP – Brasil Foods Pension Plan | |||
| (2) | FAF – Attilio Francisco Xavier Fontana Foundation | |||
| (3) | F.G.T.S. – Government Severance Indemnity Fund for employees |
24. PROVISION FOR TAX, CIVIL AND LABOR RISK
The Company and its subsidiaries are involved in certain legal proceedings arising from the regular course of business, which include civil , administrative, tax, social security and labor lawsuits.
The Company classifies the risk of unfavorable decisions in the legal suits as “probable”, “possible” or “remote”. The provisions recorded relating to such lawsuits is determined by the Company’s Management, based on the legal opinion of advisors and reasonably reflect the estimated probable losses.
The Company’s Management believes that the provisions for tax, civil and labor contingencies, accounted for according to CVM Deliberation No. 594/09, is sufficient to cover eventual losses related to its legal lawsuits, as presented below.
105
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
24.1. Contingencies for probable losses
The rollforward of the provisions for tax, civil and labor risks is summarized below:
| BR GAAP | |||||||
|---|---|---|---|---|---|---|---|
| Parent company | |||||||
| 12.31.12 | Additions | Reversals | Payments | Price index update | 03.31.13 | ||
| Tax | 175,888 | 6,616 | (3,038) | (2,113) | 2,150 | 179,503 | |
| Labor | 118,723 | 45,497 | (16,986) | (18,853) | 2,454 | 130,835 | |
| Civil, commercial and other | 50,354 | 4,226 | (2,285) | (2,868) | 1,167 | 50,594 | |
| Contingent liabilities | 558,060 | - | (1,015) | - | - | 557,045 | |
| 903,025 | 56,339 | (23,324) | (23,834) | 5,771 | 917,977 | ||
| Current | 163,798 | 80,528 | |||||
| Non-current | 739,227 | 837,449 | |||||
| BR GAAP and IFRS | |||||||
| Consolidated | |||||||
| 12.31.12 | Additions | Reversals | Payments | Price index update | Exchange rate variation | 03.31.13 | |
| Tax | 179,542 | 6,616 | (5,081) | (2,113) | 2,143 | - | 181,107 |
| Labor | 134,443 | 45,497 | (18,028) | (18,853) | 2,454 | - | 145,513 |
| Civil, commercial and other | 50,371 | 4,227 | (2,285) | (2,868) | 1,167 | - | 50,612 |
| Contingent liabilities | 570,473 | - | (1,015) | - | - | (1,267) | 568,191 |
| 934,829 | 56,340 | (26,409) | (23,834) | 5,764 | (1,267) | 945,423 | |
| Current | 173,916 | 88,086 | |||||
| Non-current | 760,913 | 857,337 |
24.2. Contingencies classified as a risk of possible loss
The Company is involved in other labor and social security, civil and tax lawsuits, which the expected loss evaluated by management and supported by legal advisors is classified as possible, and therefore, no provision has been recognized. Tax lawsuits totaled R$6,760,422 (R$6,582,085 as of December 31, 2012), from which R$551,044 (R$552,060 as of December 31, 2012) were recorded at the estimated fair value resulting from business combinations with Sadia, Avex and Dánica as determined by paragraph 23 of CVM Deliberation No. 665/11, presented in the table of item 25.1. The main natures of these contingencies were properly disclosed in the annual financial statements for the year ended December 31, 2012 (note 25.2).
106
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
25. SHAREHOLDERS’ EQUITY
25.1. Capital stock
On March 31, 2013 and December 31, 2012, the capital subscribed and paid by the Company was R$12,553,417,953.36 (twelve billion, five hundred and fifty three million, four hundred and seventeen thousand, nine hundred and fifty three Brazilian Reais and thirty six cents), composed of 872,473,246 shares of common stock without par value. The realized value of the capital stock in the balance sheet is net of the expenses with public offering in the amount of R$92,947.
The Company is authorized to increase the capital stock, irrespective of amendments to the bylaws, up to the limit of 1,000,000,000 shares of common stock, in book-entry form, and without par value.
25.2. Interest on shareholders’ equity and dividends
On February 15, 2013 the payment of R$174,750 was made related to the interest on shareholders’ equity proposed by the Management on December 20, 2012 and approved in the Shareholders Ordinary and Extraordinary Meeting on April 9, 2013. In the same meeting a distribution of dividends was approved in the amount of R$45,300, to be paid on April 30, 2013.
25.3. Breakdown of capital stock by nature
| BR GAAP and IFRS | ||
|---|---|---|
| Consolidated | ||
| 03.31.13 | 12.31.12 | |
| Common shares | 872,473,246 | 872,473,246 |
| Treasury shares | (2,190,521) | (2,399,335) |
| Outstanding shares | 870,282,725 | 870,073,911 |
25.4. Rollforward of outstanding shares
| BR GAAP and IFRS | ||
|---|---|---|
| Consolidated | ||
| Quantity of outstanding of shares | ||
| 03.31.13 | 12.31.12 | |
| Shares at the beggining of the period | 870,073,911 | 869,453,804 |
| Sale of treasury shares | 208,814 | 620,107 |
| Shares at the end of the period | 870,282,725 | 870,073,911 |
107
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
25.5. Treasury shares
The Company has 2,190,521 shares in treasury, with an average cost of R$21.63 (twenty one Brazilian Reais and sixty three cents) per share, with a market value corresponding to R$97,697. The reduction of 208,814 in the number of treasury shares occurred due the options exercised by the Company’s executives.
26. EARNING PER SHARE
| 03.31.13 | 03.31.12 | |
|---|---|---|
| Basic numerator | ||
| Net income for the period attributable to BRF shareholders | 358,534 | 153,199 |
| Basic denominator | ||
| Common shares | 872,473,246 | 872,473,246 |
| Weighted average number of outstanding shares - basic (except treasury shares) | 870,113,882 | 869,453,964 |
| Net earnings per share basic - R$ | 0.41205 | 0.17620 |
| Diluted numerator | ||
| Net income for the period attributable to BRF shareholders | 358,534 | 153,199 |
| Diluted denominator | ||
| Weighted average number of outstanding shares - basic (except treasury shares) | 870,113,882 | 869,453,964 |
| Number of potential shares (stock options) | 652,252 | 249,418 |
| Weighted average number of outstanding shares - diluted | 870,766,134 | 869,703,382 |
| Net earnings per share diluted - R$ | 0.41175 | 0.17615 |
On March 31, 2013, all of the 6,372,427 outstanding options granted to the Company’s executives were not considered in the calculation of the diluted earnings per share due to the fact that the strike price was lower than the average market price.
27. GOVERNMENT GRANTS
The Company has tax benefits related to ICMS for investments granted by the governments of the States of Goiás, Pernambuco, Mato Grosso and Bahia. Such incentives are directly associated to the manufacturing facilities operations, job generation and to the economic and social development in the respective states, being accounted for as a reserve for tax incentives in the shareholders’ equity.
As of March 31, 2013, the amount related to this incentive totaled R$28,008 (R$67,431 as of December 31, 2012).
108
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
28. RELATED PARTIES – PARENT COMPANY
Within the Company’s business operations context, rights and obligations arise between related parties, resulting from transactions of purchase and sale of products, loans agreed on normal conditions of market for similar transactions, based on contracts.
All the relationships between the Company and its subsidiaries were disclosed irrespective of the existence or not of transactions between these parties.
All the transactions and balances among the companies were eliminated in the consolidation and refer to commercial and/or financial transactions.
28.1. Transactions and balances
The balances of the assets and liabilities are demonstrated below:
| Balance sheet — 03.31.13 | 12.31.12 | |
|---|---|---|
| Accounts receivable | ||
| UP! Alimentos Ltda. | 2,180 | 898 |
| Perdigão Europe Ltd. | 243,358 | 162,943 |
| Perdigão International Ltd. | 485,711 | 329,714 |
| Wellax Foods Logistics C.P.A.S.U. Lda. | 730,510 | 685,488 |
| Sadia Uruguai S.A. | 2,250 | 4,188 |
| Sadia Chile S.A. | 14,911 | 14,860 |
| Avex S.A. | 3,939 | 5,059 |
| Sadia Alimentos S.A. | 25,014 | 22,994 |
| 1,507,873 | 1,226,144 | |
| Dividends and interest on the shareholders' equity receivable | ||
| Avipal S.A. Construtora e Incorporadora | 5 | 5 |
| 5 | 5 | |
| Loan contracts | ||
| Perdigão International Ltd. | (4,895) | (4,553) |
| Highline International Ltd. | (3,673) | (3,727) |
| Establecimiento Levino Zaccardi y Cia. S.A. | 4,619 | 4,762 |
| (3,949) | (3,518) |
109
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| Trade accounts payable — Wellax Foods Logistics C.P.A.S.U. Lda. | 143 | 146 |
|---|---|---|
| Sadia Uruguai S.A. | 222 | 154 |
| Sadia Chile S.A. | - | 9 |
| UP! Alimentos Ltda. | 11,791 | 10,722 |
| Perdigão International Ltd. | 2,243 | 2,423 |
| Sadia Alimentos S.A. | 71 | 70 |
| 14,470 | 13,524 | |
| Advance for future capital increase | ||
| PSA Laboratório Veterinário Ltda. | 100 | 100 |
| Sadia Alimentos S.A. | 80,294 | - |
| 80,394 | 100 | |
| Other rights and obligations | ||
| BFF International Ltd. | 971 | 971 |
| Avex S.A. | 13,023 | 11,133 |
| UP! Alimentos Ltda. | 5,866 | 3,164 |
| Establecimiento Levino Zaccardi y Cia S.A. | 1,345 | 1,294 |
| Sino dos Alpes Alimentos Ltda. | (5,174) | (5,174) |
| Perdigão International Ltd. (1) | (1,653,366) | (1,924,823) |
| Wellax Foods Logistics C.P.A.S.U. Lda. (1) | (1,789,323) | (1,333,538) |
| Sadia Uruguai S.A. | - | (471) |
| PSA Laboratório Veterinário Ltda. | (31) | (344) |
| Avipal Centro Oeste S.A. | (38) | (38) |
| K&S Alimentos S.A. | (8) | - |
| (3,426,735) | (3,247,826) | |
| (1) The amount corresponds to advances for export pre-payment. |
| Statement of income — 03.31.13 | 03.31.12 | |
|---|---|---|
| Revenue | ||
| UP! Alimentos Ltda. | 2,968 | 800 |
| Perdigão Europe Ltd. | 212,258 | 145,165 |
| Perdigão International Ltd. | 969,028 | 816,405 |
| Wellax Foods Logistics C.P.A.S.U. Lda. | 1,078,366 | - |
| Sadia Uruguai S.A. | 2,230 | - |
| Sadia Chile S.A. | 14,625 | - |
| Sadia Alimentos S.A. | 7,174 | - |
| Sadia S.A. | - | 315,954 |
| 2,286,649 | 1,278,324 | |
| Financial results, net | ||
| Perdigão Trading S.A. | - | (19) |
| Perdigão International Ltd. | (17,190) | (16,719) |
| Wellax Foods Logistics C.P.A.S.U. Lda. | (16,140) | - |
| (33,330) | (16,738) |
110
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| Acquisitons of the period — 03.31.13 | 03.31.12 | |
|---|---|---|
| UP! Alimentos Ltda. | (40,233) | (31,065) |
| K&S Alimentos S.A. | (22,432) | - |
| Avex S.A. | (2,198) | - |
| Quickfood S.A. | (2,286) | - |
| Establecimiento Levino Zaccardi y Cia. S.A. | (1,619) | (2,174) |
| Sadia S.A. (1) | - | (159,046) |
| Sino dos Alpes Alimentos Ltda. (1) | - | (5,174) |
| Heloísa Ltda. | - | (9,795) |
| (68,768) | (207,254) |
(1) Includes the purchase of property, plant and equipment, due to the execution of TCD, being R$333,061 from Sadia S.A. and R$5,174 from Sino dos Alpes.
All the companies listed above are controlled by BRF, except for UP! Alimentos Ltda. which is an affiliated company.
The Company entered into loan agreements with Instituto Perdigão de Sustentabilidade. On March 31, 2013, the total receivable is R$10,932 (R$9,031 as of December 31, 2012), being remunerated at interest rate of 12% p.a.
The Company also recorded a liability in the amount of R$11,051 (R$16,018 as of December 31, 2012) related to the fair value of the guarantees offered to BNDES concerning a loan made by the Instituto Sadia de Sustentabilidade.
Due to the acquisition of biodigesters from Instituto Sadia de Sustentabilidade, as of March 31, 2013, the Company recorded a liability in the amount of R$57,921 within other obligations (R$57,921 as of December 31, 2012) with this entity.
The parent company and its subsidiaries carry out intercompany loans. Below is a summary of the balances and rates charged for the transactions which corresponding balance is above R$10,000 on the date of these quarterly financial information:
111
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
| Counterparty | Balance | Interest | |
|---|---|---|---|
| Creditor | Debtor | 03.31.13 | rate |
| BFF International Ltd. | Perdigão International Ltd. | 848,268 | 8.0% p.a. |
| BFF International Ltd. | Wellax Food Comércio | 576,944 | 8.0% p.a. |
| Sadia Overseas Ltd. | Wellax Food Comércio | 513,730 | 7.0% p.a. |
| Sadia International Ltd. | Wellax Food Comércio | 120,922 | LIBOR |
| BRF GmbH | Plusfood Holland B.V. | 89,745 | 3.0% p.a. |
| BRF GmbH | BRF Foods LLC | 36,149 | 7.0% p.a. |
| Wellax Food Comércio | BRF GmbH | 20,159 | 1.0% p.a. |
| BRF GmbH | Qualy B.V. | 15,577 | 1.5% p.a. |
28.2. Other related parties
The Company leased properties owned by FAF. For the three month period ended March 31, 2013 the amount paid as rent amounted to R$1,571 (R$2,613 as of March 31, 2012). The rent value was set based on market conditions.
28.3. Granted guarantees
All granted guarantees on behalf of related parties were disclosed in note 18.7.
28.4. Management remuneration
The management key personnel includes the directors and officers, members of the executive committee and the head of internal audit. On March 31, 2013, there were 25 professionals (25 professionals as of December 31, 2012).
The total remuneration and benefits paid to these professionals is demonstrated below:
| BR GAAP and IFRS | ||
|---|---|---|
| Consolidated | ||
| 03.31.13 | 03.31.12 | |
| Salary and profit sharing | 3,918 | 2,460 |
| Short term benefits of employees (1) | 339 | 332 |
| Post-employment benefits | 37 | 30 |
| Termination benefits | 607 | - |
| Stock-based payment | 1,865 | 1,661 |
| 6,766 | 4,483 | |
| (1) Comprises medical assistance, educational expenses and other. |
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
29. NET SALES
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 03.31.12 | 03.31.13 | 03.31.12 | |
| Gross sales | ||||
| Domestic sales | 3,754,690 | 1,703,077 | 3,757,495 | 3,572,775 |
| Foreign sales | 2,691,913 | 1,142,972 | 3,228,979 | 2,417,471 |
| Dairy products | 764,974 | 719,710 | 764,974 | 766,593 |
| Food service | 401,929 | 149,440 | 417,314 | 399,697 |
| 7,613,506 | 3,715,199 | 8,168,762 | 7,156,536 | |
| Sales deductions | ||||
| Domestic sales | (653,728) | (305,854) | (653,969) | (593,070) |
| Foreign sales | (24,057) | 29 | (136,243) | (58,387) |
| Dairy products | (117,374) | (113,352) | (117,374) | (121,062) |
| Food service | (48,658) | (17,729) | (52,280) | (46,895) |
| (843,817) | (436,906) | (959,866) | (819,414) | |
| Net sales | ||||
| Domestic sales | 3,100,962 | 1,397,223 | 3,103,526 | 2,979,705 |
| Foreign sales | 2,667,856 | 1,143,001 | 3,092,736 | 2,359,084 |
| Dairy products | 647,600 | 606,358 | 647,600 | 645,531 |
| Food service | 353,271 | 131,711 | 365,034 | 352,802 |
| 6,769,689 | 3,278,293 | 7,208,896 | 6,337,122 |
The increase in the parent company balances is due to the merge of the wholly-owned subsidiaries Sadia S.A. and Heloísa Ind. e Com. de Prod Lácteos Ltda., occurred on December 31, 2012.
30. RESEARCH AND DEVELOPMENT COSTS
Consists of expenditures on internal research and development of new products, recognized when incurred in the statement of income. The total expenditure with research and development for the three month period ended March 31, 2013, amounted to R$8,521 in the parent company and R$10,305 in the consolidated (R$5,957 in the parent company and R$7,539 in the consolidated as of March 31, 2012).
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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
31. EXPENSES WITH EMPLOYEE’S REMUNERATION
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 03.31.12 | 03.31.13 | 03.31.12 | |
| Salaries and social charges | 636,529 | 317,688 | 719,212 | 661,257 |
| Social security cost (1) | 82,221 | 85,351 | 86,636 | 172,379 |
| Government severance indemnity fund for employees, guarantee fund for length of service | 48,921 | 24,044 | 49,174 | 48,122 |
| Medical assistance and ambulatory care | 27,505 | 8,608 | 28,777 | 25,950 |
| Retirement supplementary plan | 3,759 | 2,205 | 3,872 | 3,601 |
| Employees profit sharing (2) | 30,895 | (37,330) | 34,662 | 22,488 |
| Other benefits | 134,608 | 62,622 | 141,476 | 126,482 |
| Provision for labor risks | 28,194 | 7,554 | 28,191 | 20,620 |
| 992,632 | 470,742 | 1,092,000 | 1,080,899 | |
| (1) The reduction of the balance refers to the application of the Provisional Measure No. 563/12 enacted in January, 2013 (partial payroll exemption), when such expenses started to be accounted for as sales deduction. | ||||
| (2) The credit balance for the three month period ended March 31, 2012 refers to the reversal of the provision for the employees profit sharing for the fiscal year of 2011 net of R$17,049 of expenses from the current period. |
The increase in the parent company balances is due to the merge of the wholly-owned subsidiaries Sadia S.A. and Heloísa Ind. e Com. de Prod. Lácteos Ltda., occurred on December 31, 2012.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
32. OTHER OPERATING INCOME (EXPENSES), NET
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 03.31.12 | 03.31.13 | 03.31.12 | |
| Income | ||||
| Employees benefits | 9,192 | - | 9,192 | 12,465 |
| Provision reversal | 8,167 | 58,122 | 8,167 | 81,155 |
| Insurance indemnity | 5,476 | 1,254 | 5,711 | 5,460 |
| Recovery of expenses | 941 | 3,001 | 5,538 | 3,157 |
| Other | 2,049 | 69 | 3,220 | 8,304 |
| 25,825 | 62,446 | 31,828 | 110,541 | |
| Expenses | ||||
| Employees profit sharing | (30,895) | (14,493) | (34,662) | (74,304) |
| Idleness costs (1) | (18,957) | (17,015) | (18,964) | (29,953) |
| Other employees benefits | (8,553) | (4,425) | (8,553) | (10,037) |
| Insurance claims costs | (8,216) | (3,782) | (8,393) | (10,266) |
| Net losses from the disposal of property, plant and equipment | (4,711) | (8,977) | (5,648) | (4,221) |
| Stock options plan | (4,220) | (3,597) | (4,220) | (3,598) |
| Management profit sharing | (3,918) | (4,861) | (3,918) | (4,861) |
| Provision for civil and labor risks | (2,365) | (869) | (2,365) | (2,418) |
| Provision for tax risks | (2,551) | (727) | (1,399) | (5,823) |
| Other | (4,893) | (593) | (12,054) | (7,002) |
| (89,279) | (59,339) | (100,176) | (152,483) | |
| (63,454) | 3,107 | (68,348) | (41,942) | |
| (1) Idleness cost includes depreciation expense in the amount of R$10,025 and R$9,917 for the three month periods ended March 31, 2013 and March 31, 2012, respectively. |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
33. FINANCIAL INCOME (EXPENSES), NET
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 03.31.12 | 03.31.13 | 03.31.12 | |
| Financial income | ||||
| Gains on the translation of foreign investments | - | - | 74,818 | 144,035 |
| Exchange rate variation on other liabilities | 32,832 | 47,411 | 26,366 | 80,819 |
| Interest on other assets | 19,807 | 11,234 | 22,361 | 6,773 |
| Exchange rate variation on loans and financing | 21,800 | - | 19,854 | - |
| Interests on financial assets classified as: | 8,148 | 9,649 | 12,538 | 23,884 |
| Held to maturity | 4,401 | - | 5,457 | 2,423 |
| Held for trading | 3,747 | 9,649 | 3,939 | 17,824 |
| Available for sale | - | - | 3,142 | 3,637 |
| Financial income on accounts payable | 12,275 | - | 12,275 | - |
| Exchange rate variation on other assets | - | - | 10,686 | - |
| Exchange rate variation on marketable securities | - | - | 6,610 | - |
| Interest on marketable securities | 5,128 | 3,582 | 5,840 | 6,954 |
| Interest income on loans to related parties | - | 197 | 291 | 4,802 |
| Gains on derivative transactions | - | 15,302 | - | 10,053 |
| Other | 9,417 | 892 | 10,910 | 6,718 |
| 109,407 | 88,267 | 202,549 | 284,038 | |
| Financial expenses | ||||
| Losses on the translation of foreign investments | - | - | (138,527) | (188,589) |
| Interest on loans and financing | (84,969) | (43,098) | (128,081) | (107,782) |
| Interest on other liabilities | (18,608) | (6,534) | (26,252) | (17,548) |
| Losses on derivative transactions | (5,369) | - | (3,529) | - |
| Exchange rate variation on other assets | (8,844) | (1,314) | - | (16,630) |
| Exchange rate variation on loans and financing | - | (4,705) | - | (9,925) |
| Exchange rate variation on marketable securities | (731) | (697) | - | (5,376) |
| Financial expenses on accounts payable | - | (2,466) | - | (2,842) |
| Interest expenses on loans to related parties | (33,038) | (16,738) | - | (550) |
| Other | (4,381) | (2,474) | (7,908) | (9,743) |
| (155,940) | (78,026) | (304,297) | (358,985) | |
| (46,533) | 10,241 | (101,748) | (74,947) |
The information regarding interest on loans to related parties is presented in note 28. In the consolidated this interest refers to the transactions with Instituto de Sustentabilidade Perdigão.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
34. STATEMENT OF INCOME BY NATURE
The Company has opted to disclose its statement of income by function and thus presents below the details by nature:
| BR GAAP — Parent company | BR GAAP and IFRS — Consolidated | |||
|---|---|---|---|---|
| 03.31.13 | 03.31.12 | 03.31.13 | 03.31.12 | |
| Costs of goods sold | ||||
| Costs of goods | 3,834,794 | 2,051,638 | 4,022,610 | 3,555,603 |
| Depreciation | 221,773 | 98,048 | 226,935 | 208,056 |
| Amortization | 1,839 | 370 | 3,244 | 3,227 |
| Salaries and employees benefits | 676,381 | 361,051 | 729,999 | 749,267 |
| Other | 524,539 | 221,119 | 529,263 | 477,489 |
| 5,259,326 | 2,732,226 | 5,512,051 | 4,993,642 | |
| Sales expenses | ||||
| Depreciation | 10,987 | 4,779 | 12,297 | 7,790 |
| Amortization | 288 | 51 | 588 | 306 |
| Salaries and employees benefits | 207,029 | 97,724 | 237,381 | 226,558 |
| Direct logistics expenses | 307,312 | 127,924 | 407,510 | 370,070 |
| Other | 298,584 | 155,329 | 344,098 | 348,710 |
| 824,200 | 385,807 | 1,001,874 | 953,434 | |
| Administrative expenses | ||||
| Depreciation | 2,534 | 619 | 4,576 | 1,703 |
| Amortization | 10,258 | 5,666 | 12,856 | 8,509 |
| Salaries and employees benefits | 50,133 | 41,743 | 61,767 | 61,966 |
| Fees | 5,254 | 5,229 | 5,254 | 5,354 |
| Other | (2,296) | (7,389) | 18,511 | 8,196 |
| 65,883 | 45,868 | 102,964 | 85,728 | |
| Other operating expenses (1) | ||||
| Depreciation | 10,024 | 7,144 | 10,025 | 7,989 |
| Other | 79,255 | 52,195 | 90,151 | 144,494 |
| 89,279 | 59,339 | 100,176 | 152,483 | |
| (1) The composition of other operating expenses is presented in note 32. |
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
35. INSURANCE COVERAGE – CONSOLIDATED
The Company adopts the policy of contracting insurance coverage for assets subject to risks in amounts sufficient to cover any claims, considering the nature of its activity.
| Assets covered | Coverage | 03.31.13 — Insured amounts | Amount of coverage |
|---|---|---|---|
| Fire, lightning, explosion, windstorm, deterioration of refrigerated products, breakdown of machinery, loss of | |||
| Inventories and property, plant and equipment | profit and other | 25,616,228 | 2,137,220 |
| Garantee | Judicial, traditional and customer garantees | 936,105 | 367,944 |
| National transport | Road risk and civil liability of cargo carrier | 18,781,162 | 406,873 |
| International transport | Transport risk during imports and exports | 10,579,894 | 132,828 |
| General civil liability for directors and officers | Third party complaints | 29,690,104 | 1,502,694 |
| Credit | Customer default | 291,448 | 291,448 |
36. NEW RULES AND PRONOUNCEMENTS RECENTLY ADOPTED
IAS 1 – Presentation of Items of Other Comprehensive Income
In June 2011, the IASB revised IAS 1, which was fully adopted by CVM Deliberation No. 676/11. This review addressed the obligation to separate items which will not be further reclassified to the statement of income and items that can be further reclassified to the statement of income.
The Company disclosed this segregation on this quarterly financial information which can be verified in the statement of changes in shareholders’ equity.
IAS 19 – Employee Benefits
In June 2011, the IASB revised IAS 19, which was fully adopted by CVM Deliberation No. 695/12. The Company had already adopted these changes, except for the segregation between short and long term of the liabilities which was introduced on this quarterly financial information retroactively to December 31, 2012 for comparison purposes of the balance sheet.
IAS 27 – Consolidated and Separate Financial Statements
In May 2011, the IASB revised IAS 27. The change addresses issues related to investments in subsidiaries, jointly-controlled entities and associate companies, when an entity prepares separate financial statements. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. As disclosed in the annual financial statements for the year ended December 31, 2012, the Company does not prepare separate financial statements and thus there is no impact arising from these changes in this quarterly financial information.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
IAS 28 – Investments in associates and joint ventures
In May 2011, the IASB revised IAS 28. The change addresses issues related to investments in associate companies and establishes the rules for using the equity accounting method for investments in associate companies and jointly-controlled entities. The revised standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company had already adopted these changes, thus there is no impact in this quarterly financial information.
IFRS 7 – Financial Instruments – Disclosures: Offsetting of Financial Assets and Liabilities
In December 2011, the IASB issued a revision of the rule establishing requirements for disclosure of compensation arrangements of financial assets and liabilities. This standard is effective for annual periods beginning on or after January 1, 2013. The Company does not have any compensation agreements related to financial assets and liabilities, thus there is no impact in this quarterly financial information.
IFRS 10 – Consolidated Financial Statements
In May 2011, the IASB issued IFRS 10. This standard provides the principles for the presentation and preparation of financial statements of the Consolidated Financial Statement when the entity controls one or more entities. The standard provides additional guidance to assist in determining control when there is doubt in the assessment. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company had already adopted these changes, thus there is no impact in this quarterly financial information.
IFRS 11 – Joint Arrangements
In May 2011, the IASB issued IFRS 11. This standard deals with aspects related to the accounting treatment for jointly-controlled entities and joint operations. This standard also limit the use of proportional consolidation just for joint operations, and also establish the equity accounting method as the only method acceptable for joint ventures. This standard is effective for annual reporting periods beginning on or after January 1, 2013. There was no impact arising from the adoption of this standard, due to the fact that investments in jointly-controlled entities were not proportionally consolidated in the financial statements of the Company.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
IFRS 12 – Disclosure of Interests in Other Entities
In May 2011, the IASB issued IFRS 12. This standard deals with aspects related to the disclosure of nature and risks related to interests owned in subsidiaries, jointly-controlled entities and associate companies. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company's Management believes that the information disclosed in these quarterly financial information regarding the risks mentioned above is sufficient for the expected content regarding to quarterly financial information.
IFRS 13 – Fair Value Measurement
In May 2011, the IASB issued IFRS 13. This standard establishes fair value and consolidates in a single standard the aspects of fair value measurement and establishes the requirements of disclosure related to fair value. This standard is effective for annual reporting periods beginning on or after January 1, 2013. The Company's Management believes that those requirements were properly disclosed in the financial statements for the year ended December 31, 2012 and the disclosure considered relevant for quarterly financial information was maintained.
37. NEW RULES AND PRONOUNCEMENTS NOT ADOPTED
The interpretations and amendments to the rules existent below, applicable to the following accounting periods, were published by IASB and it application to the financial statements of the Company to be filed with CVM (the Brazilian Securities Commission) only if there is a Deliberation by that agency, therefore, there was no anticipated adoption of these rules.
IFRS 9 – Financial Instruments
In October 2010, the IASB revised IFRS 9. The change of this standard addresses the first stage of the project of replacement of IAS 39. The date of application of this standard was extended to January 1, 2015. The Company is evaluating the impact of adopting this standard and any differences from IAS 39 in its Financial Statements.
38. SUBSEQUENT EVENTS
In the Shareholders Ordinary Meeting occurred on April 9, 2013 the distribution of dividends in the amount of R$45,300, to be paid on April 30, 2013, was approved.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Explanatory Notes*
*(in thousands of Brazilian Reais)*
39. APPROVAL OF THE QUARTERLY FINANCIAL INFORMATION
The quarterly financial information was approved and its disclosure authorized by the Board of Directors on April 29, 2013.
| BOARD OF DIRECTORS | |
|---|---|
| Chairman | Abilio dos Santos Diniz |
| Vice-Chairman | Sérgio Ricardo Silva Rosa |
| Independent Member | Décio da Silva |
| Independent Member | José Carlos Reis de Magalhães Neto |
| Independent Member | Luiz Fernando Furlan |
| Independent Member | Manoel Cordeiro Silva Filho |
| Independent Member | Pedro de Andrade Faria |
| Independent Member | Walter Fontana Filho |
| Board Member | Carlos Fernando da Costa |
| Board Member | Luis Carlos Fernandes Afonso |
| Board Member | Paulo Assunção de Sousa |
On April 9, 2013, in the Ordinary and Extraordinary Shareholders’ Meeting, the election and the take office of the new Board of Directors was approved.
| FISCAL COUNCIL / AUDIT COMITTEE | |
|---|---|
| Chairman and Financial Specialist | Attílio Guaspari |
| Members | Decio Magno Andrade Stochiero |
| Members | Susana Hanna Stiphan Jabra |
| BOARD OF EXECUTIVE OFFICERS | |
|---|---|
| Chief Executive Officer | José Antônio do Prado Fay |
| Vice President of Foreign Market | Antônio Augusto de Toni |
| Vice President of Food Service | Ely David Mizrahi |
| Vice President of Human Resources | Gilberto Antônio Orsato |
| Vice President of Local Market | José Eduardo Cabral Mauro |
| Vice President of Finance, Administration and Investor Relations | Leopoldo Viriato Saboya |
| Vice President of Supply Chain | Luiz Henrique Lissoni |
| Vice President of Strategy and M&A | Nelson Vas Hacklauer |
| Vice President of Operations and Technology | Nilvo Mittanck |
| Vice President of Corporate Affairs | Wilson Newton de Mello Neto |
Marcos Roberto Badollato
Controller
Renata Bandeira Gomes do Nascimento
Accountant - CRC 1SP 215231/O-3
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*Breakdown of the Capital by Owner*
The shareholding position of the largest shareholders, management, members of the Board of Directors and Audit Committee of the Company is presented below (not reviewed):
| Shareholders | 03.31.13 — Quantity | % | 12.31.12 — Quantity | % |
|---|---|---|---|---|
| Major shareholders | ||||
| Fundação Petrobrás de Seguridade Social - Petros (1) | 105,530,869 | 12.10 | 106,616,230 | 12.22 |
| Caixa de Previd. dos Func. Do Banco do Brasil (1) | 106,401,022 | 12.20 | 106,355,822 | 12.19 |
| Tarpon | 69,988,490 | 8.02 | 69,988,490 | 8.02 |
| BlackRock, Inc | 44,776,961 | 5.13 | 44,776,961 | 5.13 |
| Fundação Vale do Rio Doce de Seg. Social - Valia (1) | 25,630,309 | 2.94 | 22,167,625 | 2.54 |
| Fundação Sistel de Seguridade Social (1) | 10,400,748 | 1.19 | 10,396,048 | 1.19 |
| FAPES/BNDES | 987,604 | 0.11 | 3,474,904 | 0.40 |
| Management | ||||
| Board of Directors | 9,564,898 | 1.10 | 9,564,898 | 1.10 |
| Executives | 173,175 | 0.02 | 152,755 | 0.02 |
| Treasury shares | 2,190,521 | 0.25 | 2,399,335 | 0.28 |
| Other | 496,828,649 | 56.94 | 496,580,178 | 56.91 |
| 872,473,246 | 100.00 | 872,473,246 | 100.00 |
The shareholding position of the controlling shareholders that belong to the voting agreement and/or holders of more than 5% of the voting stock is presented below (not reviewed):
| Shareholders | 03.31.13 — Quantity | % | 12.31.12 — Quantity | % |
|---|---|---|---|---|
| Fundação Petrobrás de Seguridade Social - Petros (1) | 105,530,869 | 12.10 | 106,616,230 | 12.22 |
| Caixa de Previd. dos Func. Do Banco do Brasil (1) | 106,401,022 | 12.20 | 106,355,822 | 12.19 |
| Tarpon | 69,988,490 | 8.02 | 69,988,490 | 8.02 |
| BlackRock, Inc | 44,776,961 | 5.13 | 44,776,961 | 5.13 |
| 326,697,342 | 37.45 | 327,737,503 | 37.56 | |
| Other | 545,775,904 | 62.55 | 544,735,743 | 62.44 |
| 872,473,246 | 100.00 | 872,473,246 | 100.00 | |
| (1) The pension funds are controlled by employees that participate in the respective companies. | ||||
| (2) Investment fund held solely by the Fundação de Assistência e Previdência Social of BNDES-FAPES. The shares of common stock currently held by this fund are tied to the voting agreement signed by the Pension Funds. |
The Company is bound to arbitration in the Market Arbitration Chamber, as established by the arbitration clause in the by-laws.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*INDEPENDENT AUDITOR’S REPORT ON REVIEW OF QUARTERLY FINANCIAL INFORMATION*
The Shareholders and Officers
BRF S.A.
Itajaí - SC
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of BRF S.A., formerly known as BRF - Brasil Foods S.A. (“Company”), contained in the Quarterly Information Form (ITR) for the quarter ended March 31, 2013, which comprise the balance sheet as at March 31, 2013 and the related statements of income, comprehensive income, changes in equity and cash flow for the three-month period then ended, including other explanatory information.
Management is responsible for the preparation of individual interim financial information in accordance with Accounting Pronouncement CPC 21 - Demonstração Intermediária (“CPC 21”) and the consolidated interim financial information in accordance with CPC 21 and International Accounting Standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of this information in a manner consistent with the standards issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of the review
We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 Revisão de Informações Intermediárias Executada pelo Auditor da Entidade ) and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the individual interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the quarterly information referred to above is not prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of quarterly financial information (ITR), consistently with the rules issued by the Brazilian Securities and Exchange Commission.
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ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*INDEPENDENT AUDITOR’S REPORT ON REVIEW OF QUARTERLY FINANCIAL INFORMATION*
Conclusion on the consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the quarterly information referred to above is not prepared, in all material respects, in accordance with CPC 21 and IAS 34, applicable to the preparation of quarterly financial information (ITR), consistently with the rules issued by the Brazilian Securities and Exchange Commission.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added for the three-month period ended March 31, 2013, prepared under the responsibility of Company management, the presentation of which in the interim information is required by the rules issued by the Brazilian Securities and Exchange Commission applicable to preparation of Quarterly Information, and considered as supplementary information under the IFRS – International Financial Reporting Standards, which does not require the presentation of the statement of value added. These statements have been subject to the same review procedures previously described and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in a manner consistent with the overall individual and consolidated interim financial information.
São Paulo, April 29, 2013.
ERNST & YOUNG TERCO
Auditores Independentes S.S.
CRC-SC-000048/F-0
Antonio Humberto Barros dos Santos
Contador CRC-1SP161745/O-3 S-SC
124
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*OPINION OF THE FISCAL COUNCIL*
The Fiscal Council of BRF – Brasil Foods S.A., in fulfilling its statutory and legal duties, reviewed:
(i) the conclusion issued by Ernst & Young Terco Auditores Independentes;
(ii) the Management Report; and
(iii) the quarterly financial information (parent company and consolidated) for the three month period ended on March 31, 2013.
Based on the documents reviewed and on the explanations provided, the members of the Fiscal Council, undersigned, issued an opinion for the approval of the financial information identified above.
São Paulo, April 29, 2013.
Attílio Guaspari
Chairman and Financial Expert
Decio Magno Andrade Stochiero
Committee Member
Susana Hanna Stiphan Jabra
Committee Member
125
(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)
ITR – Quarterly Information – March 31, 2013 – BRF S.A.
*STATEMENT OF EXECUTIVE BOARD ON THE QUARTERLY FINANCIAL INFORMATION AND INDEPENDENT AUDITOR’S REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION*
In compliance with the dispositions of sections V and VI of article 25 of CVM Instruction No. 480/09, the executive board of BRF – Foods Brasil S.A., states:
(i) reviewed , discussed and agreed with the Company's quarterly financial information for the three month period ended on March 31, 2013; and
(ii) reviewed, discussed and agreed with conclusions expressed in the review report issued by Ernst & Young Terco Auditores Independentes for the Company's quarterly financial information for the three month period ended on March 31, 2013.
São Paulo, April 29, 2013.
José Antônio do Prado Fay
Chief Executive Officer Director
Antônio Augusto de Toni
Export Market Executive Officer
Ely David Mizrahi
Food Service Executive Officer
Gilberto Antônio Orsato
Human Resources Executive Officer
José Eduardo Cabral Mauro
Local Market Executive Officer
Leopoldo Viriato Saboya
Chief Financial, Administrative and IR Officer
Luiz Henrique Lissoni
Supply Chain Executive Officer
Nelson Vas Hacklauer
Strategy and M&A Executive Officer
Nilvo Mittanck
Operations and Technology Executive Officer
Wilson Newton de Mello Neto
Corporate Affairs Executive Officer
126
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 1, 2013
| By: | |
|---|---|
| Name: | Leopoldo Viriato Saboya |
| Title: | Financial and Investor Relations Director |