FORM 6-K/A
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated February 21, 2012
BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS
(Exact Name as Specified in its Charter)
BrasilAgro – Brazilian Agricultural Real Estate Company
U(Translation of Registrant’s Name)
1309 Av. Brigadeiro Faria Lima, 5th floor, São Paulo, São Paulo 01452-002, Brazil
U(Address of principal executive offices)
Julio Cesar de Toledo Piza Neto,
Chief Executive Officer and Investor Relations Officer,
Tel. +55 11 3035 5350, Fax +55 11 3035 5366, ri@brasil-agro.com
1309 Av. Brigadeiro Faria Lima, 5th floor
São Paulo, São Paulo 01452-002, Brazil
U(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): U
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): U
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
Quarterly Information - ITR
Brasilagro Companhia Brasileira de Propriedades Agrícolas
December 31, 2012
with Independent Auditor’s Review Report
A free translation from Portuguese into English of Independent Auditor’s report on quarterly information review
Review report of quarterly information
To the Shareholders, Board Members and Management
Brasilagro Companhia Brasileira de Propriedades Agrícolas
São Paulo, SP
Introduction
We have performed a review of the interim individual and consolidated information of Brasilagro Companhia Brasileira de Propriedades Agrícolas, contained in the quarterly information (ITR) for the quarter ended December 31, 2012, comprising the balance sheet at December 31, 2012 and respective statements of income, of comprehensive income for the three- and six-month periods then ended, of changes in shareholders’ equity and cash flows for the six-month period then ended, including the summary of main accounting policies and other explanatory notes.
Company management is responsible for the preparation of interim individual financial information in accordance with the Technical Pronouncement of the Brazilian FASB (CPC) 21 – Interim Financial Statements, and the interim consolidated financial information in accordance with CPC 21 and IAS 34 – Interim Financial Reporting, issued by International Accounting Standards Board – IASB, as well as for the presentation of this information in compliance with the rules issued by the CVM, applicable to the preparation of quarterly information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review according to the Brazilian and international review standards of interim information (NBC TR 2410 – Review of Interim Information performed by the Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of inquiries, mainly of the people responsible for the financial and accounting matters, and the application of analytical and other review procedures. The scope of a review is significantly narrower than that of an audit conducted in accordance with audit standards and, accordingly, it did not permit us to obtain assurance that we took notice of all significant matters that could have been raised in an audit. Therefore, we did not express an audit opinion.
2
Conclusion on the interim individual information
Based on our review, we are not aware of any fact that makes us to believe that the interim individual financial information included in the quarterly information referred to in paragraph 1 was not prepared, in all material respects, in accordance with CPC21 applicable to the preparation of quarterly information (ITR), and presented in compliance with the rules issued by the CVM.
Conclusion on the interim consolidated information
Based on our review, we are not aware of any fact that makes us believe that the interim consolidated financial information included in the quarterly information referred to in paragraph 1 was not prepared, in all material respects, in accordance with CPC21 and IAS 34, applicable to the preparation of quarterly information (ITR), and presented in compliance with the rules issued by the CVM.
Other matters
Interim value added information
We have also reviewed the interim individual and consolidated value added information (DVA) for the six-month period ended December 31, 2012, prepared under the management’s responsibility, which presentation in the interim information is required by the rules issued by CVM applicable to the preparation of quarterly information and considered additional information by the IFRS, which do not require the presentation of the Statement of Value Added. These statements were submitted to the same previously described review procedures and, based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, in accordance with the interim individual and consolidated accounting information taken as a whole.
3
Audit and review of the amounts corresponding to prior year and period
The amounts correspondent to individual and consolidated balance sheets for the year ended June 30, 2012 and the statements of income, of comprehensive income, for the three- and six-month periods ended December 31, 2011, of changes in shareholders’ equity, of cash flows and of value added for the for the six-month period ended December 31, 2011presented for comparison purposes, were previously audited and reviewed, respectively, by other independent accountants, who issued an unqualified opinion dated September 4, 2012 and review report of quarterly information, which contained emphasis paragraph on restatement and reissuance of the interim financial information for errors correction identified after its conclusion, dated May 10, 2012.
São Paulo, February 6, 2013.
ERNST & YOUNG TERCO
Auditores Independentes S.S.
CRC 2SP015199/O-6
Daniel G. Maranhão Jr.
Accountant CRC 1SP215856/O-5
Independent Auditor’s Report Review Report
4
Management’s Comments
We began activities for the 2012/13 harvest year, having planted an area of 56,853 hectares with summer crop grains, totaling a planted area of 72,623 hectares, and closed the third year of sugarcane supply, delivering 837,200 tons to ETH in compliance with the exclusive supply agreement.
We ended the semester with net revenue of R$111.4 million, net income of R$13.8 million and Adjusted EBITDA of R$23.0 million.
Operating Performance
We concluded the planting of the 2012/2013 summer grain crop, totaling 56,853 hectares, as well as 6,572 hectares of pasture at the Preferência farm and 8,198 hectares of sugarcane at the Alto Taquari and Araucária farms.
The table below shows the breakdown of planted area by farm:
Planted Area |
Sugarcane |
Soybean |
Corn |
Pasture |
Total |
Cremaq Farm |
|
18,169 |
1,529 |
|
19,698 |
Jatobá Farm |
|
11,450 |
2,942 |
|
14,392 |
Alto Taquari Farm |
3,085 |
|
|
|
3,085 |
Araucária Farm |
5,108 |
|
|
|
5,108 |
Chaparral Farm |
|
9,594 |
667 |
|
10,261 |
Preferência Farm |
|
200 |
|
6,572 |
6,772 |
Horizontina Farm |
|
7,161 |
|
|
7,161 |
Partnership I Farm |
|
5,141 |
|
|
5,141 |
Total |
8,193 |
51,715 |
5,138 |
6,572 |
71,618 |
The soybean planted area includes 7,161 hectares of the Horizontina farm, which we will continue to operate until the end of the 2012/2013 harvest year.
We concluded one more year of sugarcane supply to ETH, totaling 837,200 tons delivered on the third harvest year of the first cycle. The sugarcane supply agreement entered into with ETH is effective for two complete sugarcane crop cycles (six harvest years with five harvests).
Also in this harvest year, we will plant approximately 4,000 hectares of winter harvest corn in the Cremaq and Horizontina farms.
4
Financial Performance
The consolidated financial statements were prepared and are being presented in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board.
EBITDA e EBITDA Ajustado
EBITDA (R$ thousand) |
2Q13 |
2Q12 |
Change |
6M13 |
6M12 |
Change |
Gross profit |
25,839 |
3,703 |
598% |
37,683 |
20,425 |
84% |
Selling expenses |
(3,033) |
(450) |
574% |
(5,027) |
(852) |
490% |
General and administrative |
(6,595) |
(6,207) |
6% |
(13,267) |
(11,947) |
11% |
Other operating revenue |
(1,218) |
21 |
n.a. |
(1,175) |
21 |
n.a. |
Depreciations |
8,139 |
7,462 |
9% |
14,861 |
12,840 |
16% |
EBITDA |
23,132 |
4,529 |
411% |
33,075 |
20,487 |
61% |
|
|
|
|
|
|
|
Adjusted EBITDA (R$ thousand) |
2Q13 |
2Q12 |
Change |
6M13 |
6M12 |
Change |
Gross profit |
25,839 |
3,703 |
598% |
37,683 |
20,425 |
84% |
Elimination of gains on biological assets (grains and sugarcane planted) |
(5,161) |
8,911 |
n.a. |
(6,736) |
3,997 |
n.a. |
Selling expenses |
(3,033) |
(450) |
574% |
(5,027) |
(852) |
490% |
General and administrative |
(6,595) |
(6,207) |
6% |
(13,267) |
(11,947) |
11% |
Other operating revenue |
(1,218) |
21 |
n.a. |
(1,175) |
21 |
n.a. |
Hedge results |
(0) |
1,177 |
n.a. |
(20) |
2,783 |
n.a. |
Depreciations |
6,043 |
2,315 |
161% |
11,632 |
8,594 |
35% |
Adjusted EBITDA |
15,875 |
9,471 |
68% |
23,090 |
23,022 |
0% |
EBITDA is calculated as gross profit adjusted for general, administrative, and selling expenses, other operating revenue and depreciation expenses, including: the depreciation of the farms fixed assets, administrative facilities, developed areas and permanent crops. Adjusted EBITDA was calculated by excluding the gains from biological assets in progress (sugarcane and grains) and adjusted for the harvest’s derivative results.
Julio Toledo Piza
CEO & Investor Relation Officer
5
Management’s declaration on Independent auditor's report
In accordance with section V of article 25 of CVM Instruction 480, as of December 7, 2009, the Management declares that reviewed, discussed and agreed with the independent auditor’s report on the Company's Financial Statements for the quarterly ended December 31, 2012, issued on this date.
São Paulo, February 07, 2013.
Julio Toledo Piza Neto
CEO e Diretor de Relações com Investidores
Gustavo Javier Lopez
Diretor Administrativo
André Guillaumon
Diretor de Operações
Mario Henrique Aguirre
Diretor Técnico Agrícola
6
Management’s declaration on Financial Statements
In accordance with section VI of article 25 of CVM Instruction 480, of December 7, 2009, the Management declares that reviewed, discussed and agreed with the Company's Financial Statements for the quarterly ended December 31, 2012.
São Paulo, February 07, 2013.
Julio Toledo Piza Neto
CEO e Diretor de Relações com Investidores
Gustavo Javier Lopez
Diretor Administrativo
André Guillaumon
Diretor de Operações
Mario Henrique Aguirre
Diretor Técnico Agrícola
7
Contents
Balance Sheets Statements of Income Statements of Changes on Equity Statements of Cash Flows Statements of Value Added Notes to the Quarterly Information |
8
Brasilagro - Companhia Brasileira de Propriedades Agrícolas
Balance sheets
(Amounts in thousands of Brazilian Reais, except as stated otherwise)
|
|
|
Company |
|
|
|
Consolidated | ||
Assets |
Note |
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | ||||
|
|
|
| ||||||
Current assets |
|||||||||
Cash and cash equivalents |
6 |
14,884 |
23,562 |
44,574 |
67,464 | ||||
Short-term investiments |
6 |
46,783 |
- |
32,724 |
- | ||||
Trade accounts receivable |
8 |
12,833 |
43,828 |
72,106 |
60,655 | ||||
Inventories |
10 |
27,915 |
62,581 |
39,297 |
72,558 | ||||
Biological assets |
11 |
51,808 |
3,208 |
65,699 |
4,111 | ||||
Recoverable taxes |
9 |
5,374 |
6,529 |
8,826 |
9,331 | ||||
Transactions with derivatives |
5.b and 7 |
11,789 |
4,259 |
11,806 |
4,327 | ||||
Receivables from related parties |
32 |
6,160 |
21,944 |
- |
- | ||||
Other |
322 |
545 |
478 |
710 | |||||
177,868 |
166,456 |
275,510 |
219,156 | ||||||
Noncurrent assets |
|||||||||
Biological assets |
11 |
24,078 |
31,931 |
24,078 |
31,931 | ||||
Restricted marketable secutiries |
12 |
1,799 |
21,872 |
3,171 |
23,197 | ||||
Recoverable taxes |
9 |
25,006 |
22,398 |
25,316 |
22,803 | ||||
Deferred taxes |
21 |
9,191 |
7,692 |
15,713 |
14,960 | ||||
Transactions with derivatives |
5.b and 7 |
31 |
- |
50 |
- | ||||
Trade accounts receivable |
8 |
1,086 |
- |
15,073 |
12,759 | ||||
Investment properties |
13 |
|
87,396 |
94,357 |
|
351,250 |
|
391,907 | |
Other receivables |
1,569 |
268 |
1,568 |
268 | |||||
150,156 |
178,518 |
436,219 |
497,825 | ||||||
Investments |
14 |
343,422 |
326,538 |
410 |
410 | ||||
Property, plant and equipment |
16 |
13,751 |
14,644 |
14,601 |
15,764 | ||||
Intangible assets |
15 |
2,421 |
2,607 |
2,421 |
2,607 | ||||
509,750 |
522,307 |
453,651 |
516,606 | ||||||
Total assets |
687,618 |
688,763 |
729,161 |
735,762 | |||||
9
|
|
|
|
Company |
|
|
|
Consolidated | |
Liabilities and equity |
Note |
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | ||||
|
|
|
| ||||||
Current liabilities |
|||||||||
Trade accounts payable |
18 |
17,107 |
14,509 |
4,909 |
4,151 | ||||
Loans and financing |
19 |
26,758 |
39,071 |
29,886 |
43,067 | ||||
Salaries, payroll charges and profit sharing |
3,629 |
7,241 |
3,799 |
7,436 | |||||
Taxes payable |
20 |
926 |
1,701 |
6,105 |
3,102 | ||||
Dividends proposed |
2 |
2 |
2 |
2 | |||||
Transactions with derivatives |
5.b and 7 |
10,930 |
- |
11,602 |
8,307 | ||||
Payables for farm acquisitions |
17 |
17,339 |
16,588 |
42,410 |
40,858 | ||||
Advances from customers |
1,486 |
4,112 |
1,823 |
4,490 | |||||
78,177 |
83,224 |
100,536 |
111,413 | ||||||
Noncurrent liabilities |
|||||||||
Loans and financing |
19 |
33,470 |
35,262 |
49,575 |
51,294 | ||||
Taxes payable |
20 |
- |
- |
2,934 |
2,695 | ||||
Transactions with derivatives |
5.b and 7 |
- |
10,209 |
46 |
10,209 | ||||
Provision for legal claims |
30 |
2,888 |
1,087 |
2,987 |
1,183 | ||||
Other liabilities |
- |
13 |
- |
- | |||||
36,358 |
46,571 |
55,542 |
65,381 | ||||||
Total liabilities |
114,535 |
129,795 |
156,078 |
176,794 | |||||
Equity |
|
||||||||
Attributed to controlling shareholders |
|||||||||
Share capital |
22 |
584,224 |
584,224 |
584,224 |
584,224 | ||||
Capital reserve |
2,475 |
2,134 |
2,475 |
2,134 | |||||
Equity valuation adjustments |
(6,920) |
(6,920) |
(6,920) |
(6,920) | |||||
Accumulated losses |
(6,696) |
(20,470) |
(6,696) |
(20,470) | |||||
|
|
|
| ||||||
Total liabilities |
573,083 |
558,968 |
573,083 |
558,968 | |||||
Total liabilities and equity |
687,618 |
688,763 |
729,161 |
735,762 | |||||
See accompanying notes. |
10
Brasilagro - Companhia Brasileira de Propriedades Agrícolas
Statements of operations
Six-month periods ended December 31
(Amounts in thousands of Brazilian Reais, except as stated otherwise)
|
|||||||||
|
|
Company |
|
|
Consolidated | ||||
Note |
7/1/2012 to 12/31/2012 |
7/1/2011 to 12/31/2011 |
7/1/2012 to 12/31/2012 |
7/1/2011 to 12/31/2011 | |||||
|
|
|
|
|
|||||
Net revenue |
24 |
68,092 |
|
59,773 |
|
68,871 |
61,614 | ||
Gain on sale of farm |
8 |
- |
|
- |
|
26,864 |
12,987 | ||
Gain (loss) on fair value of biological assets and agricultural products |
11 |
8,233 |
|
(2,695) |
|
13,522 |
|
(2,695) | |
Reversal of provision of agricultural products after harvest |
1,945 |
437 |
2,095 |
406 | |||||
Cost of sales |
25 |
(71,075) |
(56,165) |
(73,669) |
(51,887) | ||||
|
|
|
| ||||||
Gross profit |
7,195 |
1,350 |
37,683 |
20,425 | |||||
Selling expenses |
25 |
(2,006) |
(267) |
(5,027) |
(852) | ||||
General and administrative |
25 |
(12,471) |
(11,093) |
(13,267) |
(11,947) | ||||
Other operating income (expenses) |
(1,038) |
207 |
(1,175) |
21 | |||||
Equity pickup |
14.a |
21,611 |
16,292 |
- |
- | ||||
Operating profit |
13,291 |
6,489 |
18,214 |
7,647 | |||||
Financial income (expenses), net |
|||||||||
Financial income |
27 |
15,732 |
19,265 |
24,653 |
20,332 | ||||
Financial expenses |
27 |
(16,748) |
(7,674) |
(24,552) |
(8,058) | ||||
|
|||||||||
Profit before income and social contribution taxes |
12,275 |
18,080 |
18,315 |
19,921 | |||||
Income and social contribution taxes |
28 |
1,499 |
(1,356) |
(4,541) |
(3,330) | ||||
Net income for the period |
13,774 |
16,724 |
13,774 |
16,591 | |||||
Attributed to |
|||||||||
Controlling shareholders |
13,774 |
16,724 | |||||||
Noncontrolling shareholders |
- |
(133) | |||||||
13,774 |
16,591 | ||||||||
Basic earnings per share - reais |
29 |
0.24 |
0.29 | ||||||
Diluted earnings per share - reais |
29 |
0.24 |
0.29 | ||||||
See accompanying notes. |
|||||||||
11
Brasilagro - Companhia Brasileira de Propriedades Agrícolas
Statements of operations (Continued)
Quarters ended December 31
(Amounts in thousands of Brazilian Reais, except as stated otherwise)
|
||||||||
|
|
Company |
|
|
Consolidated | |||
10/1/2012 to 12/31/2012 |
10/1/2011 to 12/31/2011 |
10/1/2012 to 12/31/2012 |
10/1/2011 to 12/31/2011 | |||||
|
|
|
|
|
||||
Net revenue |
30,256 |
|
30,129 |
|
29,867 |
29,903 | ||
Gain on sale of farm |
- |
|
- |
|
26,864 |
(0) | ||
Gain (loss) on fair value of biological assets and agricultural products |
5,288 |
|
1,091 |
|
3,720 |
|
1,091 | |
Reversal of provision of agricultural products after harvest |
1,553 |
(443) |
1,505 |
(483) | ||||
Cost of sales |
(34,687) |
(30,132) |
(36,117) |
(26,808) | ||||
|
|
|
| |||||
Gross profit |
2,410 |
645 |
25,839 |
3,703 | ||||
Selling expenses |
(224) |
(57) |
(3,033) |
(450) | ||||
General and administrative |
(6,677) |
(5,727) |
(6,595) |
(6,207) | ||||
Other operating income (expenses) |
(1,214) |
207 |
(1,218) |
21 | ||||
Equity pickup |
14,600 |
1,517 |
- |
- | ||||
Operating profit (loss) |
8,895 |
(3,415) |
14,993 |
(2,933) | ||||
Financial income (expenses), net |
||||||||
Financial income |
14,614 |
2,378 |
20,383 |
6,920 | ||||
Financial expenses |
(5,341) |
(1,198) |
(12,292) |
(5,833) | ||||
Profit (loss) before income and social contribution taxes |
18,168 |
(2,235) |
23,084 |
(1,846) | ||||
Income and social contribution taxes |
(1,714) |
1,170 |
(6,630) |
779 | ||||
Net income (loss) for the period |
16,454 |
(1,065) |
16,454 |
(1,067) | ||||
Attributed to |
||||||||
Controlling sharehohlders |
16,454 |
(1,065) | ||||||
Noncontrolling shareholders |
- |
(2) | ||||||
16,454 |
(1,067) | |||||||
Basic earnings (loss) per share - reais |
0.28 |
(0.02) | ||||||
Diluted earnings (loss) per share - reais |
0.28 |
(0.02) | ||||||
See accompanying notes. |
12
Brasilagro - Companhia Brasileira de Propriedades Agrícolas
Statements of comprehensive income
Quarters and six-month periods ended December 31
(Amounts in thousands of Brazilian Reais, except as stated otherwise)
|
|
Company |
|
|
Consolidated |
|||
7/1/2012 to 12/31/2012 |
7/1/2011 to 12/31/2011 |
7/1/2012 to 12/31/2012 |
7/1/2011 to 12/31/2011 |
|||||
|
|
|
|
|
||||
Net income for the six-month period |
13,774 |
16,724 |
13,774 |
16,591 |
||||
Comprehensive income |
13,774 |
16,724 |
13,774 |
16,591 |
||||
|
|
Company |
|
|
Consolidated |
|||
10/1/2012 to 12/31/2012 |
10/1/2011 to 12/31/2011 |
10/1/2012 to 12/31/2012 |
10/1/2011 to 12/31/2011 |
|||||
Net income for the quarter |
16,454 |
(1,065) |
16,454 |
(1,067) |
||||
Comprehensive income |
16,454 |
(1,065) |
16,454 |
(1,067) |
||||
See accompanying notes. |
13
Brasilagro - Companhia Brasileira de Propriedades Agrícolas
Statements of changes in equity
(Amounts in thousands of Brazilian Reais, except as stated otherwise)
Attributable to controlling shareholders |
|
|||||||||||||
Capital share |
Capital reserve - grant of stock options |
Capital reduction |
Accumulated losses |
Total |
Noncontrolling shareholders |
Total | ||||||||
At June 30, 2011 |
584,224 |
996 |
(14,898) |
570,322 |
6,601 |
576,923 | ||||||||
Net income for the period |
16,724 |
16,724 |
(133) |
16,591 | ||||||||||
Share-based compensation |
570 |
570 |
- |
570 | ||||||||||
Increase in noncontrolling interest due to change in Jaborandi Ltda. interest |
(1,135) |
(1,135) |
1,135 |
- | ||||||||||
Capital increase |
|
|
|
|
- |
268 |
268 | |||||||
At December 31, 2011 |
584,224 |
1,566 |
(1,135) |
1,826 |
586,481 |
7,871 |
594,352 | |||||||
Capital share |
Capital reserve - grant of stock options |
Equity Valuation adjustment |
Accumulated losses |
Total |
Noncontrolling interest |
Total |
|||||||||
At June 30, 2012 |
584,224 |
2,134 |
(6,920) |
(20,470) |
558,968 |
- |
558,968 |
||||||||
Net income for the period |
- |
- |
- |
13,774 |
13,774 |
- |
13,774 |
||||||||
Share-based compensation |
- |
341 |
- |
- |
341 |
- |
341 |
||||||||
At December 31, 2012 |
584,224 |
2,475 |
(6,920) |
(6,696) |
573,083 |
- |
573,083 |
||||||||
See accompanying notes. |
|||||||||||||||
14
Brasilagro - Companhia Brasileira de Propriedades Agrícolas
Statements of cash flows
Six-month periods ended December 31
(Amounts in thousands of Brazilian Reais, except as stated otherwise)
Company |
Consolidated | ||||||||
Notes |
2012 |
2011 |
2012 |
2011 | |||||
CASH FLOW FROM OPERATING ACTIVITIES |
|||||||||
Net income for the period |
13,774 |
16,724 |
13,774 |
16,591 | |||||
Adjustments to reconcile net income |
|||||||||
Depreciation and amortization |
25 |
14,512 |
12,697 |
14,861 |
12,840 | ||||
Gain on sale of investment property |
- |
- |
(26,864) |
(12,987) | |||||
Grant of stock options |
341 |
570 |
341 |
570 | |||||
Residual value of property, plant and equipment |
16 |
1,300 |
14 |
1,590 |
14 | ||||
Equity pickup |
14.a |
(21,611) |
(16,292) |
- |
- | ||||
Unrealized profit on derivatives |
27 |
(306) |
(8,216) |
6,801 |
(4,066) | ||||
Foreign exchange, monetary variation and financial charges |
27 |
4,817 |
40 |
4,633 |
1,050 | ||||
Remeasurement of receivables from sale of farms |
26 |
- |
- |
(1,710) |
(897) | ||||
Deferred income tax and social contribution |
28 |
(1,499) |
1,356 |
(754) |
2,705 | ||||
Fair value of biological assets and agricultural products and depletion of harvest |
11 |
(8,233) |
2,695 |
(13,522) |
2,695 | ||||
Reversal of impairment of agricultural products after harvest |
(1,945) |
(437) |
(2,095) |
(406) | |||||
Allowance for doubtful accounts |
262 |
- |
392 |
- | |||||
Provision for judicial claims |
1,752 |
465 |
1,752 |
465 | |||||
3,162 |
9,616 |
(801) |
18,574 | ||||||
Change in working capital |
|
||||||||
Trade accounts receivable |
40,143 |
7,520 |
35,659 |
11,276 | |||||
Inventories |
(3,407) |
2,085 |
(11,054) |
(11,642) | |||||
Taxes recoverable |
(1,146) |
(1,507) |
(1,701) |
(1,975) | |||||
Transactions with derivatives |
(6,534) |
785 |
(21,198) |
2,886 | |||||
Prepaid expenses |
- |
(723) |
- |
(721) | |||||
Other receivables |
(1,077) |
(52) |
(1,068) |
358 | |||||
Trade accounts payable |
2,848 |
(675) |
216 |
(1,048) | |||||
Taxes payable |
(775) |
146 |
3,242 |
(12) | |||||
Salaries, payroll charges and profit sharing |
(3,612) |
(1,830) |
(3,637) |
(1,838) | |||||
Advance from customers |
(2,626) |
- |
(2,666) |
- | |||||
Other liabilities |
(14) |
751 |
- |
(1,194) | |||||
Net cash generated by (used in) operating activities |
26,964 |
16,116 |
(3,008) |
14,664 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES |
|||||||||
Additions to property, plant and equipment and intangible assets |
(2,499) |
(2,011) |
(2,617) |
(2,175) | |||||
Additions to investment properties |
(8,157) |
(16,374) |
(13,767) |
(21,239) | |||||
(Increase) decrease of short-term investments |
(27,252) |
- |
- |
- | |||||
Transfer of marketable securities from LT to ST |
542 |
- |
(12,698) |
- | |||||
Dividends received |
35,309 |
- |
- |
- | |||||
(Increase) decrease in investments and interest |
(14,798) |
(16,707) |
- |
- | |||||
Cash received from sale of farms |
- |
- |
27,000 |
2,250 | |||||
Net cash generated by (used in) investing activities |
(16,855) |
(35,092) |
(2,082) |
(21,164) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|||||||||
Future capital contributions |
- |
(3,004) |
- |
7,170 | |||||
Transfer of capital from noncontrolling interest of subsidiaries |
- |
- |
- |
268 | |||||
Payments of farms financing |
- |
- |
- |
(18,691) | |||||
Proceeds from loans and financing |
12,600 |
6,009 |
12,600 |
6,009 | |||||
Interest paid on loans and financing |
(1,710) |
(2,588) |
770 |
(2,592) | |||||
Payment of loans and financing |
(29,676) |
(32,955) |
(31,170) |
(32,981) | |||||
Net cash generated by (used in) financing activities |
(18,786) |
(32,538) |
(17,790) |
(40,817) | |||||
Increase (decrease) in cash and cash equivalents |
(8,678) |
(51,514) |
(22,890) |
(47,317) | |||||
Cash and cash equivalents at beginning of period |
6 |
23,562 |
113,323 |
67,464 |
135,615 | ||||
Cash and cash equivalents at end of period |
6 |
(14,884) |
61,809 |
44,574 |
88,298 | ||||
(8,678) |
(51,514) |
(22,890) |
(47,317) | ||||||
See accompanying notes. |
15
Brasilagro - Companhia Brasileira de Propriedades Agrícolas
Statements of valued added
Six-month periods ended December 31
(Amounts in thousands of Brazilian Reais, except as stated otherwise)
|
Company |
|
Consolidated | ||||||
|
Notes |
|
2012 |
|
2011 |
|
2012 |
|
2011 |
Revenues |
|
|
|
|
|
| |||
Gross operating revenue |
24 |
72,071 |
|
63,002 |
74,185 |
65,168 | |||
Gain on sale of farm |
- |
|
26,864 |
12,987 | |||||
Gains (losses) on biological assets and agricultural products |
10,179 |
|
(2,258) |
15,617 |
(2,289) | ||||
Other revenues |
838 |
|
207 |
707 |
|
22 | |||
Allowance for doubtful accounts - (setup) |
(262) |
|
- |
(392) |
|
- | |||
|
82,826 |
|
60,951 |
116,981 |
|
75,888 | |||
|
|
|
|||||||
Inputs acquired from third parties |
|
|
|||||||
Cost of sales |
(57,194) |
|
(44,016) |
(59,439) |
(39,595) | ||||
Materials, energy, outsourced services and other |
(7,742) |
|
(3,898) |
(10,848) |
|
(5,152) | |||
|
(64,936) |
|
(47,914) |
(70,287) |
|
(44,747) | |||
|
|
|
|||||||
Gross value added |
17,890 |
|
13,037 |
46,694 |
|
31,141 | |||
|
|
|
|||||||
Depreciation and amortization |
25 |
(14,512) |
|
(12,697) |
(14,861) |
|
(12,840) | ||
|
|
|
|||||||
Net value added produced by the entity |
3,378 |
|
340 |
31,833 |
|
18,301 | |||
|
|
|
|||||||
Value added received in transfer |
|
|
|
||||||
Equity pickup |
14 |
21,611 |
|
16,292 |
- |
|
- | ||
Financial income |
27 |
15,732 |
|
19,265 |
24,653 |
|
20,332 | ||
|
37,343 |
|
35,557 |
24,653 |
|
20,332 | |||
|
|
|
|||||||
Total value added to be distributed |
40,721 |
|
35,897 |
56,486 |
|
38,633 | |||
|
|
|
|||||||
Distribution of value added |
|
|
|||||||
|
|
|
|||||||
Personnel and charges |
|
|
|||||||
Direct compensation |
5,311 |
|
5,025 |
5,375 |
|
5,037 | |||
Benefits |
738 |
|
639 |
745 |
|
638 | |||
Severance Fund ( F.G.T.S.) |
146 |
|
114 |
150 |
|
115 | |||
Taxes, charges and contributions |
|
|
|||||||
Federal |
2,641 |
|
4,534 |
10,523 |
|
7,100 | |||
State |
748 |
|
839 |
749 |
|
868 | |||
Local |
275 |
|
49 |
278 |
|
60 | |||
Financers |
|
|
|||||||
Interest and monetary and foreign exchange variations |
16,748 |
|
7,674 |
24,552 |
|
8,058 | |||
Rentals |
340 |
|
299 |
340 |
|
299 | |||
Retained income for the period |
13,774 |
|
16,724 |
13,774 |
|
16,591 | |||
Noncontrolling interest |
|
- |
|
(133) | |||||
|
40,721 |
|
35,897 |
56,486 |
|
38,633 | |||
|
|
|
|
|
|
| |||
|
|
|
|
|
|
| |||
See accompanying notes. |
|
|
|
|
|
|
16
Brasilagro - Companhia Brasileira de Propriedades Agrícolas
Notes to the Quarterly Information - ITR
At December 31, 2012
(Amounts in thousands of Brazilian Reais, except as stated otherwise)
1. General information
Brasilagro Companhia Brasileira de Propriedades Agrícolas ("the Company" or "Brasilagro") was incorporated on September 23, 2005 and is headquartered at Avenida Brigadeiro Faria Lima, 1309, in São Paulo with branches in the States of Bahia, Goiás, Maranhão, Mato Grosso, Minas Gerais and Piauí.
Pursuant to the bylaws, the Company’s activities include: (a) the exploration of agriculture, cattle raising and forestry activities of any type and nature and rendering directly or indirectly related services, (b) the import and export of agricultural products and inputs and those related to cattle raising activity, (c) the purchase, sale and/or rental of properties, land, buildings and real estate in rural and/or urban areas, (d) real estate intermediation involving any type of operations, (e) participation as partner in other companies and commercial ventures of any nature, in Brazil and/or abroad, directly or indirectly related to the herein described purposes, and (f) management of its own and third party assets.
The Company and its subsidiaries have nine farms in six Brazilian states, with a total area of 180,462 hectares, including 22,058 leased hectares. The Company aims to consolidate its position as one of the main companies in the agribusiness segment in Brazil through a business strategy based on the acquisition of new farms and the ultimate sale of the farms acquired, once the intended potential valuation is achieved or when their agribusiness potential is achieved, optimization of production processes at the farms acquired and geographic and productive diversification.
The activities of the subsidiaries Cremaq Ltda. ("Cremaq"), Engenho de Maracajú Ltda. ("Engenho"), Imobiliária Jaborandi Ltda. ("Jaborandi"), Jaborandi Agrícola Ltda., Araucária Ltda. ("Araucária"), Mogno Ltda. ("Mogno"), Cajueiro Ltda. ("Cajueiro") and Flamboyant Ltda. (“Flamboyant”) comprise the purchase and sale of properties, land, buildings and real estate in rural and/or urban areas. As permitted in their respective by laws and articles of organization, until the real estate assets belonging to these companies are not sold, the assets may be leased to third parties, but only as a strategy to enhance the value of the real estate. All the subsidiaries as well as FIM Guardian Fund, exclusive investment fund of the Company, are headquartered and operate in Brazil.
17
2. Summary of significant accounting policies and presentation of the Quarterly Information (ITR)
2.1. Basis of preparation
The Company’s Board of Directors is entitled to change the Company’s individual and consolidated Quarterly Information after its issuance. On February 6, 2013, the Company’s Board approved the Company’s individual and consolidated Quarterly Information and authorized its disclosure.
The individual interim accounting information comprised in this quarterly information has been prepared in accordance with technical pronouncement CPC 21 – Interim Statement and presented consistently with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of the Quarterly Information – ITR. The consolidated interim information included in this quarterly information has been prepared in accordance with technical pronouncement CPC 21 – Interim Statement, issued by the Brazilian Accounting Standards Committee (CPC), and with the international accounting standard IAS 34 – “Interim Financial Reporting”, issued by the International Accounting Standards Board (IASB), and presented consistently with the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of Quarterly Information - ITR.
According to CVM/SNC/SEP Circular Letter 03/2011, the Company opted for presenting the notes to this Quarterly Information as a summary in cases of redundancy in relation to the ones presented in the annual financial statements. The Company declares that the significant judgments, estimates and accounting assumptions as well as the main accounting practices are the same as those disclosed in the annual financial statements for the year ended June 30, 2012 and remain effective for this Quarterly Information. Accordingly, this Quarterly Information does not encompass all notes and disclosures required by the standards for the annual financial statements and, as a consequence, the related information should be read together with note 2 to those financial statements. These policies have been applied consistently to all the periods presented, unless otherwise stated.
The individual and consolidated Quarterly Information has been prepared based on the historical cost, unless otherwise stated. The historical cost is usually based on the amount of considerations paid in exchange for assets.
The non-financial data included in this Quarterly Information, such as sales volume, planted and leased area, contractual data, economic forecasts, insurance and environment has not been reviewed by the independent auditors.
18
2. Summary of significant accounting policies and presentation of the Quarterly Information (ITR)(Continued)
2.1. Basis of preparation (Continued)
Except for the result for the period, the Company has no other comprehensive results.
The notes which have not significantly changed in relation to the individual and consolidated financial statements for June 30, 2012 have not been included in this Quarterly Information.
2.2. Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated and individual interim statements are presented in Brazilian reais (R$), which is the Company's functional currency and the Group's presentation currency.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statements.
2.3. Reclassification of balances in the financial statements for June 30, 2012 and quarterly information for December 31, 2011
Upon the preparation of the interim statements for the quarter ended December 31, 2012, the Company’s Management reviewed its accounting practice for classification of income tax calculated on temporary differences of subsidiaries opting for the presumed profit regime. As a consequence, the amount of R$3,960 was reclassified from deferred taxes to taxes payable (R$1,265 short term and R$2,695 long term).
19
2. Summary of significant accounting policies and presentation of the Quarterly Information (ITR)(Continued)
2.3. Reclassification of balances in the financial statements for June 30, 2012 and quarterly information for December 31, 2011 (Continued)
In addition, the Company reviewed the presentation of financial instruments by category, mentioned in note 5.c, representing the balances of cash and cash equivalent and marketable securities as instruments at fair value through profit or loss. Originally the instruments were presented as loans and receivables.
In the six-month period ended December 31, 2011 the Company reclassified the amount of R$23,291 from revenue with sales of farm and R$10,304 from cost of sale of farm to the caption gain with sale of farm in the amount of R$12,987.
In the year ended June 30, 2012, the table of classification of financial instruments by category, originally presented the captions of trade accounts payable and acquisitions payable, for R$4,151 and R$40,858, respectively, as financial liabilities at amortized cost, and were reclassified to loans and receivables.
3. Critical accounting estimates and judgments
Accounting estimates and judgments are continuously assessed and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the current circumstances. Such estimates and assumptions may differ from the effective results.
The resulting accounting estimates will, by definition, seldom equal the related actual results. The effects arising from review of accounting estimates are recognized upon the review period.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are addressed in note 3 to the annual financial statements.
4. New pronouncements issued by CPC/IASB
New pronouncements, changes in the existing pronouncements and new interpretations were issued and are mandatory for the years started at or after July 1, 2012.
20
4. New pronouncements issued by CPC/IASB (Continued)
CPC and CVM approved the following pronouncements:
· CPC 40 R1 – Financial Instruments: Disclosure – CVM Resolution 684 of August 30, 2012 (IFRS 7);
· CPC 17 (R1) – Construction Contracts – CVM Resolution 691 of November 8, 2012 (IAS 11);
· CPC 30 (R1) – Revenues – CVM Resolution 692 of November 8, 2012 (IAS 18); and
· CPC 35 (R2) –Separate Statements – CVM Resolution 693 of November 6, 2012 (IAS 27);
· CPC 19 (R2) – Business combination - CVM Resolution 694 of December 12, 2012 (IFRS11);
· CPC 33 (R1) – Benefits to employees - CVM Resolution 695 of December 12, 2012 (IAS 19);
· CPC 18 (R2) – Investment in Subsidiary and Associate - CVM Resolution 696 of December 12, 2012 (IAS 28);
· CPC 45 – Disclosure of Interest in Other Entities – CVM Resolution 697 of December 12, 2012 (IFRS12);
· CPC 46 – Measurement at Fair Value - CVM Resolution 699 of December 19, 2012 (IFRS13).
Additionally, the following technical interpretations were issued by CPC and approved by CVM:
· ICPC 08 (R1) – Accounting of Proposal for Payment of Dividends - CVM Resolution 683 of August 30,2012; and
· ICPC 09 (R1) – Individual Financial Statements, Separate Statements, Consolidated Statements and Application of the Equity Method - CVM Resolution 687 of October 04, 2012.
The Company and its subsidiaries reviewed the alterations and new pronouncements and interpretations and there were no significant impacts on the individual and consolidated quarterly information for December 31, 2012.
No new pronouncements have been issued by IASB further to those disclosed in the financial statements for 2012.
21
5. Financial instruments
There were no significant changes for the financial risk factors, in the policy of capital management and estimate at fair value in the first half ended December 31, 2012, in relation to the one described in the annual financial statements for the year ended June 30, 2012,as disclosed in the related Notes 4.1 to 4.10.
a) Sensitivity analysis
Below is the table of sensitivity analysis of financial instruments for one-year period or up to the contract maturities, which describes the risks that may generate material variations on the Company’s results, as set forth by CVM in its Instruction 475/08, in order to present 25% and 50% of appreciation/depreciation in the considered risk variable.
At December 31, 2012, the reference for the preparation of the Probable Scenario was the Market Prices of each one of the reference assets of derivative instruments held by the Company at the closing of this year. Since all these assets are inserted in competitive and open markets, the current market price is a satisfactory reference for the expected price of these assets. Accordingly, since the current Market price was the reference for the calculation of both book value of derivatives and the Probable Scenario, the result of the latter one is equal to zero.
The assumptions and scenarios are as follows:
|
|
December 31, 2012 | |
Probable scenario |
Scenario I |
Scenario II | |
|
|||
Foreign exchange rate - US$/R$ |
2.05 |
2.56 |
3.08 |
Corn - R$ / bag – May 2013 (BM&F) |
29.60 |
37.00 |
44.40 |
Corn - R$ / bag – May 2013(CBOT) |
14.58 |
18.22 |
21.87 |
Corn - US$ / bushel – May 2013(CBOT) |
7.00 |
8.75 |
10.50 |
Corn - R$ / bushel – July 2013 (CBOT) |
14.64 |
18.30 |
21.96 |
Corn - US$ / bushel – July 2013 (CBOT) |
6.97 |
8.72 |
10.46 |
|
|
June 30, 2012 | |
Probable scenario |
Scenario I |
Scenario II | |
Foreign exchange rate - US$/R$ |
2.12 |
2.65 |
3.18 |
Soybean - US$/ bushel –November 2012 |
14.99 |
18.74 |
22.48 |
Soybean - R$/ bushel – March 2013 |
29.86 |
37.33 |
44.79 |
Soybean - US$/ bushel – May 2013 |
14.22 |
17.78 |
21.33 |
Soybean - R$ / bushel – July 2013 |
29.90 |
37.38 |
44.85 |
Soybean - US$ / bushel – July 2013 |
14.16 |
17.70 |
21.24 |
Corn - R$ / bushel – July 2013 |
14.45 |
18.06 |
21.68 |
Corn - R$ / bushel – September 2012 |
25.80 |
32.25 |
38.70 |
Corn - US$ / bushel – September 2012 |
6.60 |
8.25 |
9.90 |
22
5. Financial Instruments (Continued)
a) Sensitivity analysis (Continued)
The table below presents, for each situation, the effect on the change in the estimated fair value at December 31, 2012 of the derivative financial instrument as well as the effect on income from the increase or decrease in the recorded amount of the related asset or liability. The effect has been determined on an individual basis for each derivative financial instrument, asset or liability for each situation and for each scenario without considering combined or compensatory effects of the change in more than one variable or in the same variable in other derivative financial instruments, i.e., maintain all the other variables constant. Accordingly, each line of the table shall be individually considered without considering the effects presented in the other lines.
This sensitivity analysis aims to measure the impact of variable market changes on the aforementioned financial instruments of the Company, considering all other market indicators included. Upon their settlement, such amounts may differ from the ones stated below, due to the estimates used in their preparation.
|
|
|
|
|
|
|
December 31, 2012 |
Sensitivity analysis (R$) |
Position |
||||||
Operation |
Risk |
Probable scenario (I) |
Scenario (II) |
Scenario (II) |
Unit of measure |
Volume |
Maturities |
Derivative |
SOYBEAN |
- |
(22,923) |
(46,295) |
soybean bags |
(1,853) |
may/13 to may/14 |
CORN |
- |
(1,610) |
(3,078) |
corn bags |
(326) |
mar/13 to jul/13 | |
|
USD |
- |
(4,455) |
(10,084) |
US$'000 |
(11) |
jan/13 to jul/14 |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
June 30, 2012 |
Sensitivity analysis (R$) |
Position |
||||||
Operation |
Risk |
Probable scenario (I) |
Scenario (II) |
Scenario (II) |
Unit of measure |
Volume |
Maturities |
Derivative |
SOYBEAN |
(3,866) |
(24,166) |
(44,465) |
soybean bags |
(1,247) |
nov/12 to jul/13 |
CORN |
(1,289) |
(3,837) |
(7,061) |
corn bags |
(407) |
aug/12 to jun/13 | |
USD |
(3,269) |
(20,434) |
(37,600) |
US$ |
(31,833) |
jul/12 to jul/13 | |
Debt for purchase of farm |
|
(101) |
(633) |
(1,165) |
|
(983) |
dec/12 |
23
5. Financial Instruments (Continued)
b) Hierarchy of fair value - consolidated
Below is the level of fair value hierarchy for financial instruments measured at fair value through profit or loss, presented in the quarterly information for December 31, 2012:
December 31, 2012 |
June 30, 2012 | |||||||
Consolidated - thousands R$ |
Level 2 |
|
Total |
Level 2 |
|
Total | ||
Assets |
||||||||
Current |
||||||||
Derivative financial instruments |
11,806 |
11,806 |
4,327 |
4,327 | ||||
Noncurrent |
||||||||
Derivative financial instruments |
50 |
50 |
- |
- | ||||
Total |
11,856 |
11,856 |
4,327 |
4,327 | ||||
December 31, 2012 |
June 30, 2012 | |||||||
Consolidated - thousands R$ |
Level 2 |
|
Total |
Level 2 |
|
Total | ||
Passivo |
||||||||
Current |
||||||||
Derivative financial instruments |
11,602 |
11,602 |
8,307 |
8,307 | ||||
Noncurrent |
||||||||
Derivative financial instruments |
46 |
46 |
10,209 |
10,209 | ||||
Total |
11,648 |
11,648 |
18,516 |
18,516 | ||||
24
5. Financial Instruments (Continued)
c) Financial instruments by category - consolidated
Below are the classifications of financial instruments by category:
December 31, 2012 |
June 30, 2012 | ||||||||||||||||||||
Consolidated - thousands R$ |
Note |
Amortized cost |
Loans and receivables |
|
Available for sale |
|
Derivatives used for economic hedge |
|
Total |
Amortized cost |
Loans and receivables |
|
Available for sale |
|
Derivatives used for economic hedge |
|
Total | ||||
Assets |
|||||||||||||||||||||
Current assets |
|||||||||||||||||||||
Cash and cash equivalents and marketable securities |
6 |
- |
- |
59,932 |
- |
59,932 |
- |
- |
55,283 |
- |
55,283 | ||||||||||
Trade accounts receivable |
- |
14,259 |
- |
- |
14,259 |
- |
51,210 |
- |
- |
51,210 | |||||||||||
Receivable from sale of farm |
8 |
- |
57,847 |
- |
- |
57,847 |
- |
9,445 |
- |
- |
9,445 | ||||||||||
Transactions with derivatives |
7 |
- |
- |
- |
11,806 |
11,806 |
- |
- |
- |
4,327 |
4,327 | ||||||||||
Noncurrent |
|||||||||||||||||||||
Marketable securities |
12 |
3,171 |
- |
- |
- |
3,171 |
23,197 |
- |
- |
- |
23,197 | ||||||||||
Trade accounts receivable |
8 |
- |
15,073 |
- |
- |
15,073 |
- |
12,759 |
- |
- |
12,759 | ||||||||||
Transactions with derivatives |
- |
- |
- |
50 |
50 |
- |
- |
- |
- |
- | |||||||||||
Total |
3,171 |
87,179 |
59,932 |
11,856 |
162,138 |
23,197 |
73,414 |
|
55,283 |
4,327 |
156,221 |
25
December 31, 2012 | ||||||||||||||||||
Consolidated - thousands R$ |
Note |
|
Loans and receivables |
|
Derivatives used for economic hedge |
|
Financial liabilities at amortized cost |
|
Total |
Loans and receivables |
|
Derivatives used for economic hedge |
|
Financial liabilities at amortized cost |
|
Total | ||
Liabilities |
||||||||||||||||||
Current liabilities |
||||||||||||||||||
Trade payables |
4,909 |
- |
- |
4,909 |
4,151 |
- |
- |
4,151 | ||||||||||
Loans and financing |
19 |
- |
- |
29,886 |
29,886 |
- |
- |
43,067 |
43,067 | |||||||||
Derivative financial instruments |
7 |
- |
11,602 |
- |
11,602 |
- |
8,307 |
- |
8,307 | |||||||||
Acquisitions payable |
17 |
42,410 |
- |
- |
42,410 |
40,858 |
- |
- |
40,858 | |||||||||
Noncurrent liabilities |
||||||||||||||||||
Loans and financing |
19 |
- |
- |
49,575 |
49,575 |
- |
- |
51,294 |
51,294 | |||||||||
Derivative financial instruments |
7 |
- |
46 |
- |
46 |
- |
10,209 |
- |
10,209 | |||||||||
Total |
47,319 |
11,648 |
79,461 |
138,428 |
45,009 |
18,516 |
94,361 |
157,886 |
The model and assumptions used in the determination of fair value represent management’s best estimate and are reviewed at each presentation of quarterly information and adjusted, where necessary.
26
6. Cash and cash equivalents and marketable securities
6.1. Cash and cash equivalents
|
|
Company |
|
|
Consolidated | ||
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | ||||
Cash and banks |
13,568 |
10,817 |
17,366 |
12,181 | |||
Repurchase agreement |
1,316 |
12,745 |
20,709 |
20,135 | |||
Time deposits in Brazilian banks |
- |
6,499 |
35,148 | ||||
14,884 |
23,562 |
44,574 |
67,464 | ||||
The terms of time deposits and repurchase agreements held at December 31, 2012 and June 30, 2011 contractually require the banks to redeem the amount originally invested plus accrued interest through the date of redemption without any penalty, at any time without prior notice. This provision effectively results in time deposits and agreements, despite having a maturity date.
Amounts invested carry interest based on a percentage of CDI (Interbank Certificate Deposit rate, an interest rate for interbank deposits measured and disclosed daily by CETIP, an independent entity providing depository, custodian and trading services) which range between 100% and 103.5% of the daily CDI as of December 31, 2012 and June 30, 2012, respectively.
6.2. Marketable securities
|
|
Company |
|
|
Consolidated | ||
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | ||||
Fund shares |
27,252 |
- |
9,597 |
- | |||
Government bonds |
- |
- |
3,596 |
- | |||
Banco Itaú BBA (a) |
19,531 |
- |
19,531 |
- | |||
46,783 |
- |
32,724 |
- |
(a) Securities provided as collateral to financing from Banco Itaú BBA, to be held until May 2013, according to loan agreement, reclassified to current assets during the quarter ended December 31, 2012. The amount refers to fiduciary assignment in guarantee to credit rights and securities executed on May 24, 2010, with maturity on May 6, 2013, the repurchase agreement index percentage is 100.10 of the Interbank Deposit Certificate - CDI.
27
At December 31, 2012, Banco Pactual (FIM Guardian fund), the Company’s exclusive investment fund has the following outstanding securities:
Funds shares |
9,597 |
Time deposits |
6,499 |
Repurchase Agreements |
8,194 |
Public Securities |
3,596 |
TOTAL |
27,886 |
28
6. Cash and cash equivalents and marketable securities (Continued)
6.2. Marketable securities (Continued)
The composition of the exclusive fund’s portfolio is classified in the tables above according to their nature, classified as cash and cash equivalents the amount of R$14,693 (time deposits and repurchase agreements) and as marketable securities the amount of R$13,193 (funds shares and public securities).
In the quarter ended December 31, 2012, there were no significant changes in relation to the other information disclosed in the annual financial statements, note 6.
29
7. Derivative financial instruments
|
|
|
|
At December 31, 2012 | |||||||||
Company |
Consolidated |
Total (R$) |
Volume / Position | ||||||||||
Risk |
Maturity |
Strategy |
Outstanding derivative instrument |
Counterparty |
Receivable |
Payable |
Receivable |
Payable |
Net balance |
Volume / Position (000) |
Unit | ||
Currency US$ |
1/31/2013 |
(i) |
BM&F |
Banks |
- |
- |
- |
(71) |
(71) |
9,500 |
US$ | ||
Currency US$ |
3/25/2013 |
(ii) |
NDF |
Banks |
- |
- |
17 |
- |
17 |
(1,590) |
US$ | ||
Currency US$ |
4/16/2013 |
(ii) |
NDF |
Banks |
- |
- |
- |
(199) |
(199) |
(2,810) |
US$ | ||
Currency US$ |
7/1/2013 |
(i) |
NDF |
Banks |
- |
- |
- |
(349) |
(349) |
(1,520) |
US$ | ||
Currency US$ |
3/24/2014 |
(ii) |
NDF |
Banks |
- |
- |
19 |
- |
19 |
(5,288) |
US$ | ||
Currency US$ |
6/16/2014 |
(ii) |
NDF |
Banks |
- |
- |
- |
(46) |
(46) |
983 |
US$ | ||
Currency US$ |
7/16/2013 |
(i) |
Options |
Banks |
- |
(148) |
- |
(148) |
(148) |
(9,904) |
US$ | ||
|
|
|
|
|
|
||||||||
Current |
- |
(148) |
17 |
(767) |
(749) |
(6,324) |
US$ | ||||||
Noncurrent |
- |
- |
19 |
(46) |
(27) |
(4,305) |
US$ | ||||||
Total Risk with Currency US$ |
- |
(148) |
36 |
(813) |
(777) |
(10,629) |
US$ | ||||||
Commodities |
|||||||||||||
Soybean CBOT |
5/5/2013 |
(ii) |
Derivatives - Soybean (a) |
Trading Companies/Banks/CBOT |
478 |
- |
478 |
- |
478 |
(164,427) |
Bags | ||
Soybean CBOT |
7/3/2013 |
(i) |
Derivatives - Soybean (a) |
Trading Companies/Banks/CBOT |
- |
(4,482) |
- |
(4,482) |
(4,482) |
(801,686) |
Bags | ||
Soybean CBOT |
5/5/2014 |
(ii) |
Derivatives - Soybean (a) |
Trading Companies/Banks/CBOT |
31 |
- |
31 |
- |
31 |
(181,429) |
Bags | ||
Corn CBOT |
5/1/2013 |
(i) |
Derivatives - Corn (a) |
Trading Companies/Banks/CBOT |
759 |
- |
759 |
- |
759 |
(144,450) |
Bags | ||
Corn CBOT |
7/31/2013 |
(i) |
Derivatives - Corn (a) |
Trading Companies/Banks/CBOT |
- |
(1,769) |
- |
(1,769) |
(1,769) |
(282,551) |
Bags | ||
Corn BM&F |
3/20/2013 |
(i) |
Derivatives - Corn BM&F |
BM&F |
- |
- |
- |
(41) |
(41) |
81,900 |
Bags | ||
Corn BM&F |
5/1/2013 |
(i) |
Derivatives - Corn BM&F |
BM&F |
- |
(439) |
- |
(451) |
(451) |
210,600 |
Bags | ||
Soybean CBOT |
5/1/2013 |
(ii) |
Options |
Trading Companies/Banks/CBOT |
- |
(65) |
- |
(65) |
(65) |
(11,063) |
Bags | ||
Soybean CBOT |
7/6/2013 |
(i) |
Options |
Trading Companies/Banks/CBOT |
- |
(2,829) |
- |
(2,829) |
(2,829) |
(694,519) |
Bags | ||
Corn CBOT |
7/6/2013 |
(i) |
Options |
Trading Companies/Banks/CBOT |
- |
(1,198) |
- |
(1,198) |
(1,198) |
(191,852) |
Bags | ||
|
|
|
|
|
|
Bags | |||||||
Current |
1,237 |
(10,782) |
1,237 |
(10,835) |
(9,598) |
(1,998,048) |
Bags | ||||||
Noncurrent |
31 |
- |
31 |
- |
31 |
(181,429) |
Bags | ||||||
Total Risk with commodities |
1,268 |
(10,782) |
1,268 |
(10,835) |
(9,568) |
(2,179,476) |
Bags | ||||||
Total Risks |
1,268 |
(10,930) |
1,304 |
(11,648) |
(10,344) |
N.A. |
| ||||||
Margin value |
10,552 |
- |
10,552 |
- |
|||||||||
|
|||||||||||||
|
|||||||||||||
|
Current |
11,789 |
(10,930) |
11,806 |
(11,602) |
||||||||
|
Noncurrent |
31 |
- |
50 |
(46) |
||||||||
Result from Derivatives (*) |
11,425 |
(9,934) |
17,730 |
(17,345) |
|||||||||
References: |
|||||||||||||
OTC – Swaps “over the counter” – over the counter market |
|||||||||||||
Strategy to which the instrument is related: |
|||||||||||||
(i) |
Estimate of sale of crop 2013 |
||||||||||||
(ii) |
Hegde sale/purchase of farm |
||||||||||||
(*) The balances were recorded in Consolidated as financial income and expenses under: Realized and unrealized result from derivatives (Note 27) | |||||||||||||
30
7. Derivative financial instruments (Continued)
|
|
|
|
|
|
At June 30, 2012 | |||||||
Company |
Consolidated |
Total (R$) |
|||||||||||
Risk |
Maturity |
Strategy |
Outstanding derivative instrument |
Counterparty |
Receivable |
Payable |
Receivable |
Payable |
Net balance |
Volume / Position (000) |
Unit | ||
Currency US$ |
7/1/2012 |
(ii) |
NDF |
Local Banks |
- |
- |
- |
(6,928) |
(6,928) |
(11,030) |
US$ | ||
Currency US$ |
8/1/2012 |
(ii) |
NDF |
Local Banks |
173 |
- |
173 |
(31) |
142 |
2,592 |
US$ | ||
Currency US$ |
12/1/2012 |
(i) |
NDF |
Local Banks |
- |
- |
68 |
- |
68 |
983 |
US$ | ||
Currency US$ |
4/1/2013 |
(ii) |
NDF |
Local Banks |
- |
- |
- |
(236) |
(236) |
(2,183) |
US$ | ||
Currency US$ |
7/1/2013 |
(ii) |
NDF |
Local Banks |
- |
- |
- |
(343) |
(343) |
(9,945) |
US$ | ||
Currency US$ |
7/1/2012 |
(ii) |
BMF |
Local Banks |
- |
- |
- |
(769) |
(769) |
(12,250) |
US$ | ||
Option |
7/1/2013 |
(ii) |
OPTION |
Local Banks |
- |
(196) |
- |
(196) |
(196) |
- |
US$ | ||
Currency US$ |
7/1/2013 |
(ii) |
USD Option |
International Trading Companies |
- |
(37) |
- |
(37) |
(37) |
- |
US$ | ||
Current |
173 |
- |
241 |
(8,307) |
(8,066) |
- |
|||||||
Noncurrent |
- |
(233) |
- |
(233) |
(233) |
- |
|||||||
Total Risk with Currency US$ |
173 |
(233) |
241 |
(8,540) |
(8,299) |
(31,833) |
US$ | ||||||
Commodities |
|||||||||||||
Soybean |
7/1/2013 |
(ii) |
Derivatives Soybean(a) |
International Trading Companies |
- |
(7,660) |
- |
(7,660) |
(7,660) |
(1,247) |
Bags | ||
Corn |
8/1/2012 |
(ii) |
NDF CORN |
Local Banks |
68 |
- |
68 |
- |
68 |
- |
Bags | ||
Corn |
7/1/2013 |
(ii) |
Derivatives - Corn (a) |
International Trading Companies |
- |
(2,316) |
- |
(2,316) |
(2,316) |
(406) |
Bags | ||
Current |
68 |
- |
68 |
- |
68 |
(1,653) |
Bags | ||||||
Noncurrent |
- |
(9,976) |
- |
(9,976) |
(9,976) |
Bags | |||||||
Total Risk with commodities |
68 |
(9,976) |
68 |
(9,976) |
(9,908) |
(1,653) |
Bags | ||||||
Total Risks |
241 |
(10,209) |
309 |
(18,516) |
(18,207) |
||||||||
Margin value |
4,018 |
- |
4,018 |
- |
- |
||||||||
Current |
4,259 |
- |
4,327 |
(8,307) |
- |
||||||||
Noncurrent |
- |
(10,209) |
- |
(10,209) |
- |
||||||||
Result from Derivatives |
10,335 |
(30,606) |
11,993 |
(31,301) |
- |
||||||||
References: | |||||||||||||
OTC – Swaps “over the counter” – over the counter market | |||||||||||||
31
7. Derivative Financial Instruments (Continued)
The Company uses derivative financial instruments as currency and forward contracts and forward commodities contracts to hedge against risk of foreign Exchange rates variation and commodities prices, respectively. At December 31, 2012, the Company has no derivative financial instruments of cash flow.
32
7. Derivative Financial Instruments (Continued)
The margin deposits in transactions with derivatives refer to the so called margins by counter parties in transactions with derivative instruments.
a) The accumulator is a future sale at a contractually established price in which the volume sold (notional) depends on the commodity quotation daily noticed during the contract life. The accumulator is settled at a sole payment at the contract maturity. The total notional contracted is divided by the number of days of the transaction establishing a daily notional. It is daily determined whether the Market quotation of the commodity at such day is: (i) below a suspension price and in such case the volume sold is zero, (ii) between the suspension price and the selling price contractually established and in this case the volume sold is the daily notional volume, or (iii) above the selling price contractually established and in this case the volume sold is twice the daily notional volume. Due to the variation in the volume sold at December 31,2012 and June 30, 2012 the 2012/2013 harvest volume for which commodities derivatives were contracted may vary as indicated below:
06/30/2012 |
% of volume of production expected with contracted economic hedge | |||
% minimum |
% maximum | |||
Soybean |
33.80% |
62.50% | ||
Corn |
7.00% |
45.00% | ||
12/31/2012 |
% of volume of production expected with contracted economic hedge | |||
% minimum |
% maximum | |||
Soybean |
48.9% |
64.1% | ||
Corn |
12.2% |
30.5% | ||
33
7. Derivative Financial Instruments (Continued)
Trading derivative financial instruments are classified as current assets or liabilities. The full fair value of derivative financial instruments used for economic hedges are classified as non-current assets or liabilities if the remaining maturity of the hedged item is more than 12 months, and as current assets or liabilities if the maturity of the hedged item is less than 12 months.
In the quarter ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements,
note 7.
34
8. Trade accounts receivable
|
|
Company |
|
|
Consolidated |
|||
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 |
|||||
Sale of sugarcane (a) |
11,405 |
3,207 |
11,405 |
3,207 |
||||
Sale of grains |
2,642 |
41,573 |
3,395 |
48,270 |
||||
Lease |
- |
- |
803 |
685 |
||||
Sale of farms (b) |
- |
- |
57,847 |
9,445 |
||||
14,047 |
44,780 |
73,450 |
61,607 |
|||||
Allowance for doubtful accounts |
(1,214) |
(952) |
(1,344) |
(952) |
||||
Total current |
12,833 |
43,828 |
72,106 |
60,655 |
||||
Sale of grains |
1,086 |
- |
1,156 |
- |
||||
Sale of farms (b) |
- |
- |
13,917 |
12,759 |
||||
Total noncurrent |
1,086 |
- |
15,073 |
12,759 |
||||
Changes in the allowance for doubtful accounts:
Company |
Consolidated | |
952 |
952 | |
450 |
580 | |
(188) |
(188) | |
1,214 |
1,344 |
35
8. Trade accounts receivable (Continued)
Company |
Consolidated | ||||||
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | ||||
Falling due: |
|||||||
Up to 30 days |
1,790 |
14,374 |
1,821 |
15,389 | |||
31 to 90 days |
- |
28,145 |
48,000 |
32,885 | |||
91 to 180 days |
10,341 |
457 |
10,341 |
1,217 | |||
181 to 360 days |
512 |
147 |
11,372 |
10,181 | |||
Over 360 days |
1,086 |
- |
15,073 |
12,759 | |||
Past due: |
|||||||
Up to 30 days |
88 |
301 |
367 |
468 | |||
31 to 90 days |
102 |
74 |
205 |
74 | |||
91 to 180 days |
28 |
236 |
135 |
345 | |||
181 to 360 days |
1,186 |
146 |
1,209 |
146 | |||
Over 360 days |
- |
900 |
- |
902 | |||
15,133 |
44,780 |
88,523 |
74,366 |
36
8. Trade accounts receivable (Continued)
The trade accounts receivable should be read together with note 8 to the annual financial statements for June 30, 2012.
a) Sale of sugarcane
The receivables refer to the sale of sugarcane to ETH Bioenergia ("ETH").
b) Receivables for sale of farm
(i) Engenho Farm
The receivable comprises the sale of the Engenho Farm, according to a sale and purchase commitment on a rural property agreement entered into on June 13, 2008. The amount in reais is equivalent to 387,500 bags of soybean, corresponding to R$25,003, to be paid in installments on the dates established in the contract, up to April 2013.
The amount of trade receivables of R$ 4,844 was determined based on the quotation of soybean for future delivery, at the maturity date of each installment at April 30, 2013 (or based on estimates and quotations of brokers when there is no quotation of soybean for future delivery at a specific maturity date) and on the exchange rate of US$ to R$ for future delivery also at the same maturity date (considering that future soybean quotations are denominated in US$) and the resulting amount is discounted at present value using an interest rate of 7.56% p.a. The amount recorded in income as result of the change in the value of the receivable for the six month period ended December 31, 2012 amounts to R$565 (December 2011 – R$775).
(ii) Sao Pedro Farm
On September 28, 2011, the Company sold Sao Pedro Farm, a rural property with total declared area of 2,447 hectares, of which 1,724 hectares are ready for agricultural purposes, located in the Municipality of Chapadao do Ceu - GO. The sale price is equivalent to 580,000 bags of soybeans equivalent in reais to R$ 23,391. This sale was part of the Company's business strategy, which, the realizing capital gains from the sale of properties. We recognized a gain for R$ 12,987 under "Gain on the sale of farms" in the statement of income corresponding to the difference between the sales price of R$ 23,391 and the carrying amount of the Sao Pedro farm of R$ 10,304.
37
8. Trade accounts receivable (Continued)
b) Receivables for sale of farm (Continued)
(ii) Sao Pedro Farm (Continued)
The amount of R$2,250 was received as an advance (equivalent to 50,000 bags of soybean) on sale and an additional payment of R$7,519 (equivalent to 160,000 bags of soybean), on March 30, 2012. The remaining amount of R$19,374 to be collected in installments measured based on the quotation of soybean for future delivery, at the maturity date of each installment (or based on estimates and quotations of brokers where there is no quotation of soybean for future delivery at a specific maturity date), and based on the exchange rate of US dollars to reais for future delivery also at the maturity date. The resulting amount was discounted at present value using the average rate of 6.48% p.a. The remaining balance shall be paid in four installments, at March 30 of each subsequent year, in the amount equivalent to 92,500 bags of soybean each.
The property was acquired in September 2006 and the total amount invested in acquisition and development was R$10,304.
The amount recorded related to adjustment to present value in the result for the six month period ended December 31, 2012 is R$2,687 (December 2011 – R$2,625).
(iii) Horizontina Farm
On October 11, 2012, the Company announced an agreement to sell Horizontina Farm, located in the municipality of Tasso Fragoso, State of Maranhão, for a total price of R$75,000. The payments were as follows: R$1,000 in October 2012 as advance, R$26,000 also in October 2012 and R$45,000 upon the execution of the property deed, which occurred on January 22, 2013 (Note 34).
The Company recorded the gain from the sale of Horizontina farm in the amount of R$26,864.
Horizontina farm has an area of 14,359 hectares and was acquired on March 10, 2010 by the subsidiary Imobiliária Ceibo for R$37,749. Before the acquisition, 2,100 hectares of the farm were used for the grains cultivation. Until October 11, 2012, investments in the amount of R$10,387 (net of accumulated depreciation) were made in infrastructure improvements.
38
9. Taxes recoverable
Company |
Consolidated | ||||||
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | ||||
Withholding income tax on short-term investments to be offset |
4,260 |
5,193 |
4,769 |
5,494 | |||
Other taxes and contributions to be offset |
1,114 |
1,336 |
4,057 |
3,837 | |||
Total current |
5,374 |
6,529 |
8,826 |
9,331 | |||
ICMS recoverable |
6,273 |
5,199 |
6,273 |
5,199 | |||
ICMS recoverable on property, plant and equipment |
530 |
514 |
530 |
514 | |||
Non-cumulative Pis and Cofins to be offset |
7,892 |
5,355 |
7,892 |
5,355 | |||
Witholding income tax on short-term investments |
10,311 |
11,330 |
10,621 |
11,735 | |||
Total noncurrent |
25,006 |
22,398 |
25,316 |
22,803 |
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 9.
39
10. Inventories
Company |
Consolidated | ||||||
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | ||||
Agricultural products |
3,829 |
27,179 |
4,477 |
28,462 | |||
Sugarcane - LT |
- |
2,238 |
- |
2,238 | |||
Soybean- ST |
2,630 |
13,778 |
2,660 |
14,558 | |||
Corn - ST |
141 |
10,027 |
141 |
10,530 | |||
Rice - ST |
106 |
309 |
106 |
309 | |||
Cotton - ST |
945 |
737 |
1,563 |
737 | |||
Other harvests |
7 |
90 |
7 |
90 | |||
Inputs (i) |
13,634 |
10,038 |
22,388 |
12,535 | |||
Advance to suppliers |
10,452 |
25,364 |
12,432 |
31,561 | |||
27,915 |
62,581 |
39,297 |
72,558 | ||||
(i) The variation in inputs account is due to the formation of inventories for the beginning of soybean and corn plantation (2012-2013 crop)
40
10. Inventories (Continued)
The period of plantation and harvest of biological assets is as follows:
Period from plantation to harvest | |||||||
Unit | Location | Sugarcane | Soybean | Corn | Second crop corn | Rice | Cotton |
Fazenda Cremaq | Piauí | N/A | 10/25 to 05/30 | 25/11/25 to 06/30 | 01/02 to 30/08 | 15/12 a 15/05 | 11/30 to 08/30 |
Fazenda Jatobá | Bahia | N/A | 10/25 to 05/30 | 25/10/25 to 06/30 | N/A | Not Planted | 11/25 to 08/30 |
Fazenda Alto Taquari | Mato Grosso | 01/02 to 30/11 | 10/01 to 02/28 | 01/10/11 to 10/30 | N/A | Not Planted | N/A |
Fazenda Araucária | Goiás | 01/02 to 30/11 | 10/01 to 02/28 | 01/10/11 to 10/30 | N/A | Not Planted | N/A |
Fazenda Chaparral | Bahia | N/A | 11/01 to 05/30 | 25/10/25 to 12/05 | N/A | Not Planted | 11/25 to 08/30 |
Fazenda Nova Buriti | Minas Gerais | N/A | Not Planted | N/A | N/A | Not Planted | N/A |
Fazenda Preferência | Bahia | N/A | Not Planted | N/A | N/A | Not Planted | N/A |
Fazenda Horizontina | Maranhão | N/A | 11/05 to 05/30 | 1111/25 to 06/30 | 02/05 to 08/30 | 12/15/ to 05/15 | N/A |
Association I | Bahia | N/A | 10/25 to 05/30 | 25/10/25 to 06/30 | N/A | Not Planted | 11/25 to 08/30 |
The inventories note should be read together with Note 10 to the annual financial statements for June 30, 2012.
11. Biological assets
Company |
Consolidated | ||||||
Current |
Noncurrent |
Current |
Noncurrent | ||||
Grains |
Sugarcane |
Grains |
Sugarcane | ||||
At June 30, 2012 |
3,208 |
31,931 |
4,111 |
31,931 | |||
Expenditures with plantation |
51,370 |
36,271 |
65,726 |
36,271 | |||
Fair value variation |
(747) |
8,980 |
4,542 |
8,980 | |||
Harvest of agricultural product |
(2,023) |
(53,104) |
(8,680) |
(53,104) | |||
|
|
|
| ||||
At December 31, 2012 |
51,808 |
24,078 |
65,699 |
24,078 |
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 11.
41
12. Restricted marketable securities
Company |
Consolidated | |||||||
Restatement index |
December 31, 2012 |
June 30 , 2012 |
December 31, 2012 |
June 30 , 2012 | ||||
Noncurrent |
||||||||
Banco do Nordeste (BNB) (a) |
CDI |
1,799 |
1,736 |
3,171 |
3,061 | |||
Banco Itaú BBA (b) |
CDI |
- |
20,136 |
- |
20,136 | |||
1,799 |
21,872 |
3,171 |
23,197 |
(a) The securities were pledged as a guarantee to financing from Banco BNB, and should be held up to the end of the financing contract effectiveness in October 2021;
(b) Securities were pledged as a guarantee to financing from Banco Itaú BBA, and should be held up to May 2013, according to loan agreement, reclassified to current assets during the quarter ended December 31, 2012.
In the quarter ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note12.
42
13. Investment properties - noncurrent
|
|
|
|
|
|
|
|
|
|
Company | ||
Land – Farms |
|
Buildings and improvements |
|
Opening of area |
|
Total in operation |
|
Construction in progress |
|
Total investment properties | ||
At June 30, 2012 |
||||||||||||
Opening balance |
21,007 |
14,611 |
55,322 |
90,940 |
3,417 |
94,357 | ||||||
Acquisitions |
- |
199 |
6,411 |
6,610 |
1,547 |
8,157 | ||||||
Disposals |
- |
(669) |
(9,635) |
(10,304) |
(83) |
(10,387) | ||||||
Transfers |
- |
3,700 |
- |
3,700 |
(3,700) |
- | ||||||
(-) Depreciation / Amortization |
- |
(530) |
(4,200) |
(4,730) |
- |
(4,730) | ||||||
At December 31, 2012 |
21,007 |
17,311 |
47,898 |
86,216 |
1,181 |
87,397 | ||||||
|
|
|
|
|
|
|
|
|
|
Consolidated | ||
Land – Farms |
|
Buildings and improvements |
|
Opening of area |
|
Total in operation |
|
Construction in progress |
|
Total investment properties | ||
At June 30, 2012 |
||||||||||||
Opening balance |
295,451 |
16,515 |
76,119 |
388,085 |
3,822 |
391,907 | ||||||
Acquisitions |
79 |
234 |
11,300 |
11,613 |
2,154 |
13,767 | ||||||
Disposals |
(37,749) |
(669) |
(9,635) |
(48,053) |
(83) |
(48,136) | ||||||
Transfers |
- |
4,582 |
- |
4,582 |
(4,582) |
- | ||||||
(-) Depreciation / Amortization |
- |
(591) |
(5,697) |
(6,288) |
- |
(6,288) | ||||||
At December 31, 2012 |
257,781 |
20,071 |
72,087 |
349,939 |
1,311 |
351,250 |
The disposals occurred in the period ended December 31, 2012 are due to the sale of Horizontina farm (Note 8), in the amount of R$10,387 relating to buildings and opening of areas and R$37,749 relating to disposal of land.
43
13. Investment properties - noncurrent (Continued)
Statement of investment properties at fair value
The Company’s land is annually at fair value by a independent specialized company. The comments related to valuation at fair value of farms may be read in Note 13 to the annual financial statements ended June 30, 2012. Management has internally revised the valuation at fair value at December 31, 2012 and deemed that no significant change occurred in the valuation at fair value in the six-month period ended December 31, 2012.
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 13.
44
14. Investments - parent company
|
Thousands of shares or units of interest held by the Company |
|
Interest in total capital - % |
|
Adjusted equity |
|
Adjusted profit (loss) for the period | ||||
|
12/31/2012 |
06/30/2012 |
|
12/31/2012 |
06/30/2012 |
|
12/31/2012 |
06/30/2012 |
|
12/31/2012 |
06/30/2012 |
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
Araucária |
85,136 |
85,136 |
99.99 |
99.99 |
90,822 |
88,168 |
2,654 |
17,935 | |||
Cremaq |
40,361 |
40,361 |
99.99 |
99.99 |
48,835 |
47,625 |
1,210 |
2,825 | |||
Engenho de Maracaju |
10,194 |
10,194 |
99.99 |
99.99 |
10,671 |
10,194 |
477 |
2,700 | |||
Imobiliária Jaborandi |
33,909 |
33,909 |
99.99 |
99.99 |
35,007 |
34,586 |
421 |
1,164 | |||
Jaborandi Ltda |
48,332 |
34,331 |
99.99 |
99.99 |
38,769 |
26,834 |
(2,064) |
(6,367) | |||
Cajueiro |
61,988 |
61,988 |
99.99 |
99.99 |
62,238 |
60,784 |
1,454 |
1,103 | |||
Mogno |
22,717 |
22,717 |
99.99 |
99.99 |
15,430 |
15,295 |
135 |
(716) | |||
Ceibo |
37,732 |
18,707 |
99.99 |
99.99 |
37,770 |
39,951 |
17,344 |
2,348 | |||
Flamboyant |
788 |
458 |
99.99 |
99.99 |
670 |
360 |
(20) |
(40) | |||
Investment at cost |
|||||||||||
Green Ethanol LLC |
4,376 |
4,376 |
40.65 |
40.65 |
- |
- |
- |
- |
Except for the change in the name of subsidiary Jaborandi S.A. to Imobiliária Jaborandi Ltda., on August 1, 2012, there were no significant changes in the Company’s investments in relation to the information disclosed in the annual financial statements at June 30, 2012, note 14.
45
14. Investments - parent company (Continued)
a) Change in investments
Period ended December 31, 2012
Cremaq |
Engenho |
Imobiliária Jaborandi |
Jaborandi Ltda |
Araucária |
Mogno |
Cajueiro |
Ceibo |
Flamboyant |
Green Ethanol (i) |
Total | |||||||||||
Changes in the balance at June 30, 2012 |
47,625 |
10,194 |
34,586 |
28,835 |
88,168 |
15,295 |
60,784 |
39,951 |
690 |
410 |
326,538 | ||||||||||
Capital increase |
- |
- |
- |
14,001 |
- |
- |
- |
- |
330 |
- |
14,331 | ||||||||||
Transfer of future capital contributions |
- |
- |
- |
(14,001) |
- |
- |
- |
- |
(330) |
- |
(14,331) | ||||||||||
Future capital contributions |
- |
- |
- |
14,798 |
- |
- |
- |
- |
- |
- |
14,798 | ||||||||||
Dividends distribution |
(19,525) |
- |
(19,525) | ||||||||||||||||||
Equity pickup |
1,210 |
477 |
421 |
(2,064) |
2,654 |
135 |
1,454 |
17,344 |
(20) |
- |
21,611 | ||||||||||
Balance at December 31, 2012 |
48,835 |
10,671 |
35,007 |
41,569 |
90,822 |
15,430 |
62,238 |
37,770 |
670 |
410 |
343,422 | ||||||||||
Investments |
48,835 |
10,671 |
35,007 |
38,769 |
90,822 |
15,430 |
62,238 |
37,770 |
670 |
410 |
340,622 | ||||||||||
Future capital contributions |
- |
- |
- |
2,800 |
- |
- |
- |
- |
- |
- |
2,800 | ||||||||||
Balance at December 31, 2012 |
48,835 |
10,671 |
35,007 |
41,569 |
90,822 |
15,430 |
62,238 |
37,770 |
670 |
410 |
343,422 | ||||||||||
46
14. Investments - parent company (Continued)
(i) Green Ethanol
In March 2007 the Company acquired a 40.65% interest in Green Ethanol LLC (formerly named Tarpon Ethanol LLC). At this time Green Ethanol owned 2.47% of the share capital of Brenco - Brazilian Renewable Energy Company ("Brenco"), a Brazilian privately held company in the sugar and ethanol segment, which started its activities in 2007. In September 2008, Green Ethanol reduced its interest in Brenco to 1.55% of Brenco’s capital and in December 2008 increased this to 3.8%.
On February 18, 2010, ETH Bioenergia acquired Brenco decreasing Green Ethanol interest to 0.046%.
47
14. Investments - parent company (Continued)
a) Change in investments (Continued)
(i) Green Ethanol (Continued)
Although the Company holds 40.65% of interest in Green Ethanol LLC, the Limited Responsibility Contract of Green Ethanol LLC (which was originally issued in March 2007 and amended in 2009) does not provide the Company any influence power in accordance with IAS 28/CPC 18. According to the Contract, the other investor was appointed as Administrator Member and only this Administrator Member is entitled to vote to approve issues or make decisions. Green Ethanol LLC businesses are solely managed by the Administrator Member. The contract appoints another investor as Administrator Member and can only be amended by means of a document signed by the Administrator Member. The interest held by the Company in Green Ethanol LLC is being recorded at cost since ETH Bionergia and Brenco are privately held companies and accordingly no public information is available. The Company and Green Ethanol LLC had no access to financial and operating information of ETH Biornergia and Brenco (historical or forecast), which might be used to calculate the fair value of these shares, formally denied.
As a consequence of the losses incurred and the significant level of Brenco’s indebtedness, the Company carried out an impairment analysis of the investment on July 1, 2009 and concluded that there was impairment on that date. In order to measure the loss for impairment the Company estimated the fair value of the investment as of February 2010 considering the purchase of Brenco by ETH Bioenergia at the amount of R$6,979 and recognized such loss on July 1, 2009 in the amount of R$6,569.
48
15. Intangible assets
|
Company and Consolidated |
|
Software |
At June 30, 2012 |
2,607 |
Acquisition |
230 |
Amortization for the year |
(416) |
At December 31, 2012 |
2,421 |
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 15.
49
16. Property, plant and equipment
|
Company | ||||||||||||
|
Buildings and improvements |
|
Equipment and facilities |
|
Vehicles and agricultural machinery |
|
Furniture and fixtures |
|
Total in operation |
|
Construction in progress |
|
Total PPE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost |
714 |
|
3,314 |
|
17,251 |
|
816 |
|
22,095 |
|
134 |
|
22,229 |
Accumulated depreciation |
(550) |
|
(1,002) |
|
(5,843) |
|
(190) |
|
(7,585) |
|
- |
|
(7,585) |
Net book balance |
164 |
|
2,312 |
|
11,408 |
|
626 |
|
14,510 |
|
134 |
|
14,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance |
164 |
|
2,312 |
|
11,408 |
|
626 |
|
14,510 |
|
134 |
|
14,644 |
Acquisitions |
- |
171 |
1,672 |
97 |
1,940 |
328 |
2,268 | ||||||
Transfers |
- |
134 |
- |
- |
134 |
(134) |
- | ||||||
Disposals |
- |
(1) |
(1,298) |
(1) |
(1,300) |
- |
(1,300) | ||||||
Depreciation |
(63) |
(204) |
(1,550) |
(44) |
(1,861) |
- |
(1,861) | ||||||
Net book balance |
101 |
2,412 |
10,232 |
678 |
13,423 |
328 |
13,751 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost |
714 |
3,618 |
17,625 |
912 |
22,869 |
328 |
23,197 | ||||||
Accumulated depreciation |
(613) |
(1,206) |
(7,393) |
(234) |
(9,446) |
- |
(9,446) | ||||||
Net book balance |
101 |
|
2,412 |
|
10,232 |
|
678 |
|
13,423 |
|
328 |
|
13,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual depreciation rates (weighted average) - % |
4 |
|
15,78 |
|
17,03 |
|
10 |
|
|
|
|
|
|
At December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost |
714 |
4,096 |
18,755 |
1,006 |
24,571 |
329 |
24,900 | ||||||
Accumulated depreciation |
(613) |
(1,357) |
(8,070) |
(259) |
(10,299) |
- |
(10,299) | ||||||
Net book balance |
101 |
|
2,739 |
|
10,685 |
|
747 |
|
14,272 |
|
329 |
|
14,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual depreciation rates (weighted average) - % |
4 |
|
15,78 |
|
17,03 |
|
10 |
|
|
|
|
|
|
50
16. Property, plant and equipment (Continued)
|
Consolidated | ||||||||||||
|
Buildings and improvements |
|
Equipment and facilities |
|
Vehicles and agricultural machinery |
|
Furniture and fixtures |
|
Total in operation |
|
Construction in progress |
|
Total PPE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost |
714 |
|
3,741 |
|
18,633 |
|
881 |
|
23,969 |
|
134 |
|
24,103 |
Accumulated depreciation |
(550) |
|
(1,129) |
|
(6,448) |
|
(212) |
|
(8,339) |
|
- |
|
(8,339) |
Net book balance |
164 |
|
2,612 |
|
12,185 |
|
669 |
|
15,630 |
|
134 |
|
15,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance |
164 |
|
2,612 |
|
12,185 |
|
669 |
|
15,630 |
|
134 |
|
15,764 |
Acquisitions |
- |
222 |
1,710 |
126 |
2,058 |
329 |
2,387 | ||||||
Transfers |
- |
134 |
- |
- |
134 |
(134) |
- | ||||||
Disposals |
- |
(1) |
(1,588) |
(1) |
(1,590) |
- |
(1,590) | ||||||
Depreciation |
(63) |
(228) |
(1,622) |
(47) |
(1,960) |
- |
(1,960) | ||||||
Net book balance |
101 |
2,739 |
10,685 |
747 |
14,272 |
329 |
14,601 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost |
714 |
4,096 |
18,755 |
1,006 |
24,571 |
329 |
24,900 | ||||||
Accumulated depreciation |
(613) |
(1,357) |
(8,070) |
(259) |
(10,299) |
- |
(10,299) | ||||||
Net book balance |
101 |
|
2,739 |
|
10,685 |
|
747 |
|
14,272 |
|
329 |
|
14,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual depreciation rates (weighted average) - % |
4 |
|
15,78 |
|
17,03 |
|
10 |
|
|
|
|
|
|
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note16.
51
17. Payable for farm acquisitions
Company |
Consolidated | ||||||
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | ||||
Fazenda Jatobá |
- |
- |
1,995 |
1,974 | |||
Fazenda Alto Taquari |
- |
- |
23,076 |
22,296 | |||
Fazenda Nova Buriti |
17,339 |
16,588 |
17,339 |
16,588 | |||
Fazenda Horizontina |
|||||||
17,339 |
16,588 |
42,410 |
40,858 |
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 17.
18. Trade accounts payable
The outstanding balances correspond to payables for the purchase of inputs and services used for the planting and development of crops, and leasing transactions of farms between the parent and its subsidiaries, as mentioned in note 32, which are eliminated in the consolidation of the annual financial statements.
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 18.
52
19. Loans and financing
Company |
Consolidated | ||||||||
Annual interest rates and charges - % |
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | |||||
Current |
|||||||||
Financing for Agricultural Costs - BNB and Itaú |
9,54 and TJLP + 1,95 to 3,10 |
21,554 |
29,432 |
21,555 |
29,432 | ||||
Financing Cremaq Project and Jaborandi - BNB |
7.23 |
2,830 |
6,982 |
5,937 |
10,941 | ||||
Financing of Machinery and Equipment - FINAME |
5,5 to 10 and TJLP + 1,95 to 3,10 |
2,374 |
2,657 |
2,394 |
2,694 | ||||
26,758 |
39,071 |
29,886 |
43,067 | ||||||
Noncurrent |
|||||||||
Crop financing - Itaú |
TJLP + 1,95 to 3,10 |
4,287 |
7,869 |
4,287 |
7,869 | ||||
Financing of Machinery and Equipment - FINAME |
5,50 to 10 |
4,233 |
5,355 |
4,233 |
5,358 | ||||
Financing Cremaq Project and Jaborandi - BNB |
7.23 |
24,950 |
22,038 |
41,055 |
38,067 | ||||
33,470 |
35,262 |
49,575 |
51,294 | ||||||
60,228 |
74,333 |
79,461 |
94,361 |
References:
TJLP – Long Term Interest Rate
FINAME – Financing of Machinery and Equipment (BNDES)
BNB – Banco do Nordeste (Net Rate)
53
19. Loans and financing (Continued)
At December 31, 2012 amounts due by maturity are as follows:
Company |
Consolidated | ||
1 year |
26,758 |
29,886 | |
2 years |
11,479 |
14,597 | |
3 years |
7,388 |
10,310 | |
4 years |
3,806 |
6,655 | |
5 years |
1,304 |
3,994 | |
Over 5 years |
9,493 |
14,019 | |
60,228 |
79,461 |
At December 31, 2012, the balance of accrued interest related to the loans and financing contracts amounted to R$2,972 and R$3,669, classified under current and noncurrent liabilities, respectively.
The financing for Agricultural Cost BNB has as guarantee the amount of R$ 27,408, of which: 517,999 bags of soybean and 412,100 bushel of cotton to be produced in the 2012/2013 crop and the financing for Cremaq project has as guarantee areas of the farm. For FINAME contracts the machinery and equipment object of financing were provided as collateral. All of them will be pledged until the final repayment of the loan.
54
19. Loans and financing (Continued)
Additionally in relation to BNB financing for acquisition of Cremaq Farm part of the land of the farm acquired was provided as collateral. As regards to the financing obtained for acquisition of Jaborandi Farm, a guarantee letter in the amount of R$ 18,492 was provided.
The BNB financing require the maintenance of deposits in liquidity fund remunerated at CDI. The balances at December 31, 2012 and 2011 are disclosed in Note 6.2 and in Note 12.
All the financing above are in Reais and have specific terms and conditions defined in the respective contracts with the governmental development agencies that directly or indirectly fund those loans. At December 31, 2012 and June 30, 2012 the Company’s financing had no covenants.
Payments of loans and financing
On August 31, 2012, the Company settled the financing contract obtained from the Federal Government to finance the crops cost in the amount of R$1,339. Until December 31, 2012 the Company paid R$517 related to machinery financing, R$1,066 related to crops cost and R$1,471 related to the financing of Jaborandi project.
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 19.
20. Taxes payable
Company |
Consolidated | ||||||
December 31, 2012 |
June 30, 2012 |
December 31, 2012 |
June 30, 2012 | ||||
ISS payable |
216 |
99 |
295 |
118 | |||
Withheld social contributions |
156 |
578 |
171 |
610 | |||
IOF payable |
- |
761 |
- |
761 | |||
ICMS payable |
- |
22 |
- |
22 | |||
Funrural payable |
554 |
241 |
569 |
281 | |||
Pis and Cofins payable |
- |
- |
17 |
45 | |||
IRPJ and CSLL payable presumed profit |
- |
- |
5,053 |
1,265 | |||
Total current |
926 |
1,701 |
6,105 |
3,102 | |||
IRPJ and CSLL payable presumed profit |
- |
- |
2,934 |
2,695 | |||
Total noncurrent |
- |
- |
2,934 |
2,695 | |||
55
21. Deferred taxes
Company |
Consolidated | ||||||
12/31/2012 |
06/30/2012 |
12/31/2012 |
06/30/2012 | ||||
Assets : |
|||||||
Tax losses |
15,948 |
13,861 |
23,452 |
17,723 | |||
Biological assets |
- |
1,850 |
- |
2,651 | |||
Hedge, contingency and provision for bad debts |
8,446 |
9,519 |
9,644 |
13,275 | |||
Difference in cost of farms |
170 |
170 |
170 |
171 | |||
24,564 |
25,400 |
33,266 |
33,820 | ||||
Liabilities |
|||||||
Biological assets |
603 |
- |
341 |
- | |||
Accelerated depreciation of assets for rural activity |
14,770 |
17,708 |
16,018 |
18,860 | |||
15,373 |
17,708 |
16,359 |
18,860 | ||||
9,191 |
7,692 |
16,907 |
14,960 | ||||
(-) Provision for realization of deferred tax on assets (a) |
- |
- |
(1,194) |
- | |||
Net balance |
9,191 |
7,692 |
15,713 |
14,960 | |||
(a) Based on the projections of future taxable income of Jaborandi Ltda., the Company’s Management assessed the valuation allowance on the realization of deferred taxes on tax losses carry-forward, thus registered a provision for valuation allowance (Note 28).
56
21. Deferred taxes (Continued)
The net changes in deferred income tax and social contribution are as follows:
Company |
Consolidated | |||
At June 30, 2012 |
7,692 |
14,960 | ||
Tax loss |
2,087 |
5,729 | ||
Adjustments in biological assets and agricultural products |
(2,453) |
(2,992) | ||
Hedge, contingency and ADA |
(1,073) |
(3,632) | ||
Provision for realization of deferred tax on assets (a) |
- |
(1,194) | ||
Accelerated depreciation |
2,938 |
2,842 | ||
At December 31, 2012 |
9,191 |
15,713 |
57
21. Deferred taxes (Continued)
The estimated periods of realization of deferred tax assets are as follow:
12/31/2012 | |||
Company |
Consolidated | ||
2013 |
13,055 |
14,253 | |
2014 |
4,275 |
4,359 | |
2015 |
5,569 |
5,879 | |
2016 |
1,665 |
2,160 | |
2017 |
665 | ||
2018 to 2021 |
4,756 | ||
24,564 |
32,072 |
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 20.
58
22. Share capital
a) Share capital (quantity of shares)
Cresud S.A.C.I.F.Y.A. |
23,160,450 |
21,153,015 | |
Elie Horn |
3,274,600 |
3,274,600 | |
26,435,050 |
24,427,615 | ||
Board of Directors |
7,786,000 |
7,810,000 | |
Executive Board |
500 |
500 | |
Officers |
7,786,500 |
7,810,500 | |
Other |
24,200,850 |
26,184,285 | |
Total shares of paid up capital |
58,422,400 |
58,422,400 | |
Total outstanding shares |
24,200,850 |
26,184,285 | |
Outstanding shares as percentage of total shares(%) |
41% |
45% | |
At December 31, 2012, the Company’s authorized and paid up capital amounted to R$588,224.
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 21.
59
22. Share capital (Continued)
b) Warrants
The Company issued warrants to its founder shareholders in March 2006, before its initial public offering. In the prospect of the initial public offering, the Company disclosed that warrants were issued to its founder shareholders as a recognition for the work of the Company’s foundation, for the entrepreneurial spirit, for having prepared the Company for its initial public offering and for preparing the business plan, assuring their commitment to the Company’s development. The attribution of warrants to the company’s founder shareholders was carried out on a free basis.
The warrants were recorded in the scope of IFRS 2, as instrument of shareholding participation issued in exchange for services rendered by other than its employees.
60
22. Share capital (Continued)
b) Warrants (Continued)
First tranche
Since the warrants of first tranche are recorded by IFRS 2 and may be fully exercised since March 15, 2009, which precedes the transition date to IFRS, i.e. July 1, 2009 and the Company has not disclosed the fair value of the warrants on their assessment date, the warrants are not recorded in the financial statements.
Second tranche
Management believes that the warrants of second tranche (which may only be exercised if the control is transferred or if a significant interest is acquired) have no significant fair value in any of the periods presented, because the exercise price shall be equivalent to the price per share practiced in the public offering for acquisition of shares formulated on account of obtaining the control or acquiring significant interest of the Company.
The outstanding warrants of second tranche at December 31, 2012 and June 30, 2012 are 25,600 and there were no changes in the number of outstanding warrants in the years/periods ended. The warrants of second tranche grant to their holders the right to shares subscription issued by the Company, in the amount equivalent to 20% of its capital, after the increase arising from the full exercise of the warrant of second issuance.
Brasilagro |
December 31, 2012 |
June 30, 2012 | ||
Quoted market price of share - R$ |
10.00 |
7.45 | ||
Date of issuance (day/month/year) |
4/28/2006 |
4/28/2006 | ||
Maturity (day/month/year) |
4/27/2021 |
4/27/2021 | ||
Exercise price at year end - R$/share |
13.98 |
13.51 | ||
Number of outstanding shares |
58,422 |
58,422 | ||
Percentage of capital shares to be issued at the exercise (percentage of new capital) - % |
20 |
20 | ||
Limit quantity of shares to be issued at the exercise (shares) |
14,606 |
14,606 | ||
Quantity of subscription warrants |
25,600 |
25,600 |
c) Stock option plan - stock option
The information on the stock option plan and issuance of new grants are described in Note 26. In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, Note 21.
61
23. Segment information
Consolidated | |||||||||||||||||||
|
2012 |
|
2011 | ||||||||||||||||
|
Total |
|
Grains |
Sugarcane |
|
Real estate |
|
Not Allocated |
|
Total |
|
Grains |
Sugarcane |
|
Real estate |
|
Not Allocated | ||
|
|||||||||||||||||||
Net operating revenue |
68,871 |
22,875 |
45,371 |
- |
625 |
61,614 |
26,529 |
35,032 |
- |
53 | |||||||||
Gain (loss) on fair value of biological assets and agricultural products |
26,864 |
- |
- |
26,864 |
- |
12,987 |
- |
- |
12,987 |
- | |||||||||
Impairment of agricultural products after harvest |
13,522 |
4,541 |
8,981 |
- |
- |
(2,695) |
5 |
(2,700) |
- |
- | |||||||||
Impairment of agricultural products after harvest |
2,095 |
2,095 |
- |
- |
- |
406 |
406 |
- |
- |
- | |||||||||
Cost of sales |
(73,669) |
(23,781) |
(47,123) |
(1,125) |
(1,640) |
(51,887) |
(19,867) |
(32,020) |
- |
- | |||||||||
|
|
|
|||||||||||||||||
Gross profit (loss) |
37,683 |
5,730 |
7,229 |
25,739 |
(1,015) |
20,425 |
7,073 |
312 |
12,987 |
53 | |||||||||
|
|||||||||||||||||||
Operating revenue (expenses) |
|||||||||||||||||||
Selling expenses |
(5,027) |
(2,402) |
- |
(2,625) |
- |
(852) |
(852) |
- |
- |
- | |||||||||
General and administrative |
(13,267) |
- |
- |
- |
(13,267) |
(11,947) |
- |
- |
- |
(11,947) | |||||||||
Other operating revenue |
(1,175) |
- |
- |
- |
(1,175) |
21 |
- |
- |
- |
21 | |||||||||
|
|||||||||||||||||||
Operating results |
18,214 |
3,328 |
7,229 |
23,114 |
(15,457) |
7,647 |
6,221 |
312 |
12,987 |
(11,873) | |||||||||
|
|||||||||||||||||||
Net financial income |
|||||||||||||||||||
Financial income |
24,653 |
- |
- |
- |
24,653 |
20,332 |
- |
- |
- |
20,332 | |||||||||
Financial expenses |
(24,552) |
- |
- |
- |
(24,552) |
(8,058) |
- |
- |
- |
(8,058) | |||||||||
|
|||||||||||||||||||
Profit/loss before taxation |
18,315 |
3,328 |
7,229 |
23,114 |
(15,356) |
19,921 |
6,221 |
312 |
12,987 |
401 | |||||||||
|
|||||||||||||||||||
Income tax and social contribution |
(4,541) |
(1,131) |
(2,458) |
(2,310) |
1,358 |
(3,330) |
(2,115) |
(106) |
(717) |
(392) | |||||||||
|
|||||||||||||||||||
Net income (loss) for the period |
13,774 |
2,197 |
4,771 |
20,804 |
(13,998) |
16,591 |
4,106 |
206 |
12,270 |
9 | |||||||||
|
|
||||||||||||||||||
|
December 31, 2012 |
June 30, 2012 | |||||||||||||||||
Total assets |
729,161 |
114,841 |
27,285 |
360,695 |
226,340 |
735,762 |
78,604 |
37,376 |
402,037 |
217,745 | |||||||||
Total liabilities |
156,078 |
- |
- |
42,410 |
113,668 |
176,794 |
- |
- |
40,858 |
135,936 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62
The balance sheet accounts are represented by the accounts “Trade accounts receivable”, “Biological assets”, “Agricultural products” and “Investment properties”.
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 22.
24. Revenues
Company |
Consolidated | ||||||
December 31, 2012 |
December 31, 2011 |
December 31, 2012 |
December 31, 2011 | ||||
Sale of grains |
24,412 |
26,689 |
26,327 |
28,758 | |||
Sale of sugarcane |
46,671 |
36,166 |
46,671 |
36,166 | |||
Leasing |
247 |
67 |
412 |
161 | |||
Other revenue |
741 |
80 |
775 |
82 | |||
Gross operating revenue |
72,071 |
63,002 |
74,185 |
65,167 | |||
Sales deductions |
|||||||
Taxes on sales |
(3,979) |
(3,229) |
(5,314) |
|
(3,553) | ||
(3,979) |
(3,229) |
(5,314) |
(3,553) | ||||
Net sales revenue |
68,092 |
59,773 |
68,871 |
61,614 |
The main variation occurred in the period ended December 31, 2012 is due to the sale of grains in inventories.
63
25. Expenses by nature
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
Consolidated | ||
Cost of products sold |
Selling expenses |
General and administrative |
Total |
Cost of products sold |
Selling expenses |
General and administrative |
Total | ||||||||
Depreciation and amortization |
12,149 |
|
- |
|
548 |
|
12,697 |
|
12,292 |
|
- |
|
548 |
|
12,840 |
Personnel expenses |
1,551 |
|
- |
|
6,567 |
|
8,118 |
|
1,587 |
|
- |
|
6,581 |
|
8,168 |
Expenses with services provider |
11,357 |
- |
1,845 |
|
13,202 |
|
11,702 |
|
- |
|
1,868 |
|
13,570 | ||
Leasing |
4,105 |
- |
- |
|
4,105 |
|
- |
|
- |
|
- |
|
- | ||
Cost of agricultural products |
26,172 |
- |
- |
|
26,172 |
|
25,838 |
|
- |
|
- |
|
25,838 | ||
Freight and storage |
- |
267 |
- |
|
267 |
|
- |
|
852 |
|
- |
|
852 | ||
Sale of farm - commission |
368 |
|
368 |
|
- |
|
|
|
|
|
- | ||||
Maintenance, travel expenses and other |
463 |
- |
2,133 |
|
2,596 |
|
468 |
|
- |
|
2,950 |
|
3,418 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31, 2011 |
56,165 |
|
267 |
|
11,093 |
|
67,525 |
|
51,887 |
|
852 |
|
11,947 |
|
64,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Depreciation and amortization |
13,881 |
|
- |
|
631 |
|
14,512 |
|
14,230 |
|
- |
|
631 |
|
14,861 |
Personnel expenses |
2,170 |
|
- |
|
7,107 |
|
9,277 |
|
2,254 |
|
- |
|
7,196 |
|
9,450 |
Expenses with services provider |
18,340 |
- |
2,433 |
20,773 |
|
18,886 |
|
- |
|
2,438 |
|
21,324 | |||
Leasing |
4,182 |
- |
340 |
4,522 |
|
- |
|
- |
|
340 |
|
340 | |||
Cost of agricultural products |
30,162 |
- |
- |
30,162 |
|
35,546 |
|
- |
|
- |
|
35,546 | |||
Freight and storage |
- |
1,744 |
- |
1,744 |
|
- |
|
2,010 |
|
- |
|
2,010 | |||
Allowance for doubtful accounts |
- |
262 |
- |
262 |
|
- |
|
392 |
|
- |
|
392 | |||
Sale of farm - commission |
- |
- |
- |
- |
|
- |
|
2,625 |
|
- |
|
2,625 | |||
Maintenance, travel expenses and other |
2,340 |
- |
1,960 |
4,300 |
|
2,753 |
|
- |
|
2,662 |
|
5,415 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
December 31, 2012 |
71,075 |
|
2,006 |
|
12,471 |
|
85,552 |
|
73,669 |
|
5,027 |
|
13,267 |
|
91,963 |
64
26. Management compensation
The expenses with Management compensation were recorded under “General and administrative expenses” and are as follows:
Consolidated | |||
December 31, 2012 |
December 31, 2011 | ||
Board of directors and executive board compensation |
1,848 |
|
1,613 |
Grant of shares |
339 |
|
569 |
Bonus |
891 |
|
865 |
|
3,078 |
|
3,047 |
Stock option plan - stock options
On August 11, 2010, July 03, 2012 and September 04, 2012 the Board of Directors approved the creation of the Stock Option Program in 1, 2 and 3 (the "Program"), respectively; authorizing the Company’s Board to grant stock options to the elected beneficiaries at that time. In the Program, the beneficiaries, the number of shares that each one may acquire upon exercise of the options, the exercise price per share to be paid in cash by the beneficiaries and the conditions of options, were established. Each option grants the right to the beneficiary when exercised, to purchase 1 share of the Company for the exercise price established in the Program. The Programs comprise 5 beneficiaries and the grant of 370,007, 315,479 and 314,479 options at an exercise price of R$8.97, R$8.25 and R$8.52 per share, respectively, and may be exercised in full as from August 12, 2012, July 3, 2014 and July 3, 2014 (vesting date), respectively; through a period of 3 years as from the vesting date. At December 31, 2012 there was no option exercisable or cancelled.
65
26. Management compensation (Continued)
The table below presents the information on the Program:
First grant |
Second grant |
Third grant | |
Date of issuance |
11/8/2010 |
3/7/2012 |
4/9/2012 |
Exercise price (R$/share) |
8.97 |
8.25 |
8.52 |
Quoted market price on grant date (R$/share) |
9.60 |
7.69 |
8.50 |
Quoted market price at end of period |
9.61 |
9.61 |
9.61 |
Free risk interest rate % |
11.36 |
9.37 |
9.12 |
Average period through maturity |
5 years |
5 years |
5 years |
Expected dividend yield % |
1.00 |
0.50 |
0.50 |
Volatility of shares in the market - % |
67.48 |
41.62 |
40.50 |
Number of outstanding options |
370,007 |
315,479 |
315,479 |
Number of options to be exercised |
370,007 |
315,479 |
315,479 |
Estimated fair value (R$/share) |
6.16 |
3.60 |
4.08 |
In the six month period ended December 31, 2012 the company recognized the amount of R$339 recorded under administrative expenses.
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 26.
66
27. Financial income and expenses
Company |
|
Consolidated | |||||
December 31, 2012 |
December 31, 2011 |
December 31, 2012 |
December 31, 2011 | ||||
Financial Income |
|||||||
Interest Income on financial investments |
2,371 |
6,200 |
3,151 |
7,819 | |||
Interest on receivables |
536 |
840 |
558 |
874 | |||
Monetary variation |
- |
477 |
- |
479 | |||
Foreign exchange variation |
1,400 |
744 |
1,504 |
9 | |||
Gain on remeasurement of receivables from sale of farms |
- |
- |
1,710 |
897 | |||
Realized profit from derivative transactions |
1,185 |
2,788 |
7,825 |
2,038 | |||
Unrealized profit from derivative transactions |
10,240 |
8,216 |
9,905 |
8,216 | |||
15,732 |
19,265 |
24,653 |
20,332 | ||||
Financial Expenses |
|||||||
Interest expenses on loans |
(61) |
(266) |
(512) |
(267) | |||
Interest on accounts payable |
(5,603) |
(2,842) |
(4,649) |
(3,641) | |||
Monetary variation |
- |
- |
(779) |
- | |||
Foreign exchange variation |
(1,150) |
- |
(1,267) |
- | |||
Realized loss from derivative transactions |
- |
- |
(639) |
2,038 | |||
Unrealized loss from derivative transactions |
(9,934) |
(4,566) |
(16,730) |
(4,150) | |||
(16,748) |
(7,674) |
(24,552) |
(8,058) | ||||
Financial income (expense) |
(1,016) |
|
11,591 |
101 |
12,274 | ||
67
28. Income tax and social contribution
|
Company |
|
Consolidated | ||||
|
12/31/2012 |
|
12/31/2011 |
|
12/31/2012 |
|
12/31/2011 |
|
|
|
|
|
|
|
|
Income before income tax and social contribution |
12,275 |
|
18,080 |
|
18,315 |
|
19,921 |
Combined nominal rate of income tax and social contribution - % |
34% |
|
34% |
|
34% |
|
34% |
|
(4,174) |
|
(6,147) |
|
(6,227) |
|
(6,773) |
|
|
|
|
|
|
|
|
Equity pickup on investments |
7,348 |
|
5,539 |
|
- |
|
- |
Management bonus |
(303) |
|
(534) |
|
(303) |
|
(534) |
Net effect of subsidiaries taxed based on presumed profit (*) |
- |
|
- |
|
4,487 |
|
4,001 |
Reversal of management bonus - 2011 |
(1,000) |
|
- |
|
(1,000) |
|
- |
Other |
(372) |
|
(214) |
|
(304) |
|
(24) |
|
|
|
|
|
|
|
|
IRPJ and CSLL on the profit/loss for the year |
1,499 |
|
(1,356) |
|
(3,347) |
|
(3,330) |
|
|
|
|
|
|
|
|
(-) Valuation allowance |
- |
|
- |
|
(1,194) |
|
- |
|
|
|
|
|
|
|
|
Total |
1,499 |
|
(1,356) |
|
(4,541) |
|
(3,330) |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
(5,295) |
|
(625) |
Deferred |
1,499 |
|
(1,356) |
|
754 |
|
(2,705) |
|
|
|
|
|
|
|
|
|
1,499 |
|
(1,356) |
|
(4,541) |
|
(3,330) |
Effective rate |
12% |
|
-61% |
|
-18% |
|
-59% |
(*) Some of our subsidiaries which have annual revenue below a certain threshold established in the tax regulations in Brazil have their income tax measured on the "presumed tax regime" whereby income tax is determined on a simplified basis to calculate the taxable income (32% for lease revenues, 8% for sale of farm and 100% for other earnings). This results effectively in taxing the taxable income of subsidiaries under the "presumed tax regime" at a lower rate.
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012 (note 28), including the information related to the option for RTT.
68
29. Earnings per share
(a) Basic
|
|
Consolidated | |
December 31, 2012 |
December 31, 2011 | ||
Profit attributed to controlling shareholders |
13,774 |
16,724 | |
Weighted average number of common shares issued (thousands) |
58,422 |
58,422 | |
Basic earnings per share |
0.24 |
0.29 |
(b) Diluted
There were no differences in the weighted average number of common shares used for the basic and diluted earnings (loss) per share, since the effect of all the outstanding common shares potentially dilutive was anti-dilutive. At December 31, 2012 there were 1,000,965 outstanding stock options and 25,600 warrants (Note 22.b) which could have a dilutive impact in the future, but were anti dilutive in such year.
As a consequence, the diluted earnings per share are equal to the basic earnings per share for the presented periods.
See Note 29 to the annual financial statements, ended June 30, 2012.
69
30. Provision for legal claims
The Company is involved in labor and environmental claims and is discussing these matters both at the administrative level and also in court for which judicial deposits were made, where applicable. The provision for probable losses arising from these lawsuits has been estimated and revaluated by management, supported by the opinion of the Company's external legal advisors. As at December 31, 2012 the Company maintained a provision of R$ 2,888 (R$2,987 in the consolidated financial statements) corresponding to lawsuits involving the risk of probable loss, as summarized below:
|
|
Labor |
|
|
Environmental | ||
Company |
Consolidated |
Company |
Consolidated | ||||
At June 30, 2012 |
1,087 |
1,183 |
- |
- | |||
Additions |
108 |
108 |
2,309 |
2,309 | |||
Financial charges |
49 |
52 |
- |
- | |||
Reversal |
(665) |
(665) |
- |
- | |||
At December 31, 2012 |
579 |
678 |
2,309 |
2,309 |
At December 31, 2012, the provision for environmental claims in the amount of R$2,309 relates to the challenge of IBAMA notice of violation of the protection rules in permanent preservation areas, had its classification of estimated risk changed from possible to probable, in view of decision, at first administrative level, which upheld notice served. Accordingly, the Company recorded provision for environmental claims.
70
30. Provision for legal claims (Continued)
In addition, the Company's has civil, tax and labor lawsuits, for which the expected of loss is estimated as possible and no provision has been recorded, are as follows:
Company and Consolidated | |||
December 31, 2012 |
June 30, 2012 | ||
Civil claims |
5,354 |
6,382 | |
Tax claims |
10,199 |
9,900 | |
Labor claims |
458 |
1,001 | |
Environmental claims |
- |
3,907 | |
16,011 |
21,190 | ||
(i) Civil lawsuits
At December 31, 2012, the amount of R$5,354 (R$6,382 at June 30, 2012) refers mainly to declaration of nullity of debt confession due to the purchase and sale of rice in the amount of R$1,954 and default of advance of resources contract for services rendering, guaranteed by lien in the amount of R$764 and void acts practiced by the parties aiming at an area of land which in the past, was owned by the plaintiffs in the amount of R$3,123.
(ii) Tax lawsuits
At December 31, 2012, the amount of R$10,199 (R$9,900 at June 30, 2012) refers mainly to the appeal filed by Brasilagro against rejection of tax credits by the tax authorities, which aims at the reform of the decision making order that did not recognize the credit right claimed by the Company and, accordingly, did not approve the offset of income tax in the amount of R$9,637.
(iii) Labor claims
At December 31, 2012, the balance of R$ 458 (R$1,001 at June 30, 2012) refers to labor claims filed by former employees and third parties, mainly claiming indemnity amounts and the recognition of employment relationships.
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 30.
71
31. Commitments
At September 30, 2012 the Company entered into a private instrument of leasing of the rural property for the agricultural exploration of property located in the municipality of Tasso Fragoso, State of Maranhão. The total area of this property is 14.358,532 ha (fourteen thousand, three hundred and fifty eight hectares, fifty three ares and twenty two centiares), of which, 8,500ha (eight thousand and five hundred hectares) are composed of land suitable for the grains cultivation. The contract shall be effective up to July 31, 2013, except for the Preparation Area which may be delivered until August 31, 2013. The contract price is R$1,000, to be paid on May 30, 2013.
The Company has an option contract for the purchase of farm located in the municipality of Jaborandi, State of Bahia. At December 31, 2012 the fair value of this option is close to zero.
At December 31, 2012 there are commitments entered into for delivery 1,735,222 bags of soybean.
The other commitments entered into by the Company, which had no changes in this quarter, may be read in Note 31 to the annual financial statements, ended June 30, 2012.
72
32. Related party transactions
The principal balances of assets and liabilities, and of transactions that have affected the results for the period for transactions between related parties, arose from transactions with the Company and its subsidiaries. Management believes that these transactions were carried out in accordance with the usual market terms and conditions applicable to these types of transactions, as follows:
|
Company | ||
|
December 31, 2012 |
|
June 30, 2012 |
Current assets |
|
|
|
Rentals and sharing receivable (a) |
46 |
|
43 |
Dividends receivable (c) |
6,160 |
|
21,944 |
|
|
|
|
Current liabilities - trade accounts payable |
|
|
|
Leasing payable (b) |
14,499 |
|
10,625 |
73
32. Related party transactions (Continued)
|
Company | ||
|
December 31, 2012 |
December 31, 2011 | |
Result |
|
|
|
Leases |
|
|
|
Imobiliária Cremaq (b) |
(1,541) |
|
(1,354) |
Imobiliária Araucária (b) |
(1,669) |
|
(1,149) |
Imobiliária Cajueiro (b) |
(2,042) |
|
(627) |
Imobiliária Mogno (b) |
(995) |
|
(532) |
Imobiliária Ceibo (b) |
2,206 |
|
(623) |
|
(4,041) |
|
(4,285) |
Sharing |
|
|
|
Jaborandi Ltda (a) |
112 |
|
75 |
Jaborandi S/A (a) |
19 |
|
12 |
Imobiliária Cremaq (a) |
19 |
|
12 |
Imobiliária Engenho (a) |
19 |
|
12 |
Imobiliária Araucária (a) |
19 |
|
16 |
Imobiliária Mogno (a) |
19 |
|
12 |
Imobiliária Cajueiro (a) |
19 |
|
16 |
Imobiliária Ceibo (a) |
19 |
|
16 |
Imobiliária Flamboyant (a) |
19 |
|
12 |
|
264 |
|
183 |
|
(3,777) |
|
(4,102) |
(a) Contractual sharing of physical infrastructure - The Company shares a physical space and provides financial and accounting services for the real estates and Jaborandi Ltda. and charges for those services;
(b) Leases - The subsidiaries that own real estate have leasing contracts with the Company based on prices measured in the quoted price of soybean;
(c) Dividends receivable from the real estates Ceibo and Jaborandi S.A. in the amount of R$5,525 and R$635, respectively.
In the period ended December 31, 2012, there was no significant change in relation to the other information disclosed in the annual financial statements for June 30, 2012, note 32.
74
33. Insurance
The Company maintains insurance on civil liability for farms coverage and on vehicles, life insurance and personal accident for employees and directors, as well as insurance for Directors and Officers liability insurance. The coverage amount considered sufficient by management to cover adventitious risks and liabilities over its assets and responsibilities. The Company has assessed the risk of farm buildings and facilities owned by the Group, as well as its inventory and biological assets and concluded that there was no need for other types of insurance due to low chances of occurrence thereof.
Below is the table of the liabilities covered by insurance and the related amounts at December 31, 2012:
Insurance type |
Coverage thousands - R$ |
Vehicles |
1,769 |
Civil liability (D&O) |
20,000 |
Given their nature, the assumptions adopted are not part of the of the interim information review statements. As a consequence, they have not been reviewed by our independent auditors.
75
34. Subsequent events
On January 22, 2013, the Company received the amount of R$45,000 related to the sale of Horizontina Farm in October 2012, for the total amount of R$75,000, with an outstanding installment of R$ 3,000 receivable, subject to the opening and preparation of soil in an area of 1500ha.
Horizontina Farm has an area of 14,359 hectares and was acquired on March 10, 2010 by subsidiary Imobiliária Ceibo for R$37,749. Before the acquisition, 2,100 hectares of the farm were used for the cultivation of grains. Up to September 30, 2012, the Company invested R$10,388 (net of accumulated depreciation) in infrastructure improvements. During the plantation season for 2011/2012 crop, 4,319 hectares of soybean and 2,095 hectares of corn were planted. The sales commission was R$2,625 and taxes on sale was R$5,047, and net profit of R$19,192.
76
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: February 21, 2013. |
| ||
|
| ||
|
BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS | ||
|
| ||
|
| ||
|
By: |
/s/ Julio Cesar de Toledo Piza Neto | |
|
|
Name: |
Julio Cesar de Toledo Piza Neto |
|
|
Title: |
Chief Executive Officer and Investor Relations Officer |
Date: February 21, 2012. |
| ||
|
By: |
/s/ Gustavo Javier Lopez | |
|
|
Name: |
Gustavo Javier Lopez |
|
|
Title: |
Chief Administrative Officer |