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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 20-F
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2013
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-35723
BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS
(Exact name of Registrant as specified in its charter)
BrasilAgro – Brazilian Agricultural Real Estate Company
(Translation of issuer’s name into English)
The Federative Republic of Brazil
(Jurisdiction of incorporation or organization)
1309 Av. Brigadeiro Faria Lima, 5th floor, São Paulo, São Paulo 01452-002, Brazil
(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 5908 4344, ri@brasil-agro.com
1309 Av. Brigadeiro Faria Lima, 5th floor
São Paulo, São Paulo 01452-002, Brazil
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
American Depositary Shares, each representing one ordinary share, no par value | New York Stock Exchange |
* | Not for trading but only in connection with the registration of American Depositary Shares. |
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Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
Indicate number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.
Ordinary shares, no par value | 58,422,400 |
BrasilAgro – Brazilian Agricultural Real Estate Company is an emerging growth company as defined in Section 3(a) of the Securities Exchange Act of 1934.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ (Note: None required for registrant)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ¨ | International Financial Reporting Standards as issued by the International Accounting Standards Board x | Other ¨ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨
If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
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EXPLANATORY NOTE
Brasilagro—Companhia Brasileira de Propriedades Agrícolas (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 20-F (the “Annual Report”) for the year ended June 30, 2013, previously filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2013 (the “Original Filing”), to include the audit report issued by PricewaterhouseCoopers Auditores Independentes, our independent registered public accounting firm for the fiscal years ended June 30, 2012 and 2011. The remainder of the consolidated financial statements contained in the Original Filing are unchanged.
Except for Part III, including the consolidated financial statements and auditor’s reports, no other information included in the Annual Report as originally filed is being repeated in this Amendment, and this Amendment should be read together with the Annual Report as originally filed, except for Part III, including the consolidated financial statements and auditor’s reports. Cross references within this Amendment to items other than those in Part III are references to those items in the Original Filing. This Amendment does not otherwise update the disclosures, including forward-looking information, set forth in the Annual Report for the year ended June 30, 2013, as originally filed, and does not otherwise reflect events occurring after the original filing of the Annual Report on October 31, 2013. Such events include, among others, events described in our reports under the Securities Exchange Act of 1934, as amended, filed with the SEC since October 31, 2013.
Exhibits 12.01, 12.02, 13.01 and 13.02 are being included in this Amendment and have been dated as of the date of this filing but are otherwise unchanged.
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F-1 |
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See “Item 18—Financial Statements.”
See our Consolidated Financial Statements beginning at page F-1.
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Exhibit | Description | |
1.01 | Bylaws of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas (English translation) (incorporated by reference to Current Report on Form 6-K, submitted December 13, 2012, SEC File No. 001-35723) | |
2.01 | Form of Amended and Restated Deposit Agreement Among BrasilAgro – Companhia Brasileira de Propriedades Agrícolas, the Bank of New York Mellon and Owners and Holders of American Depositary Shares (incorporated by reference to Exhibit 2.01 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.01 | Stock Option Plan of BrasilAgro – Companhia Brasileira de Propriedades Agrícolas, approved by the Annual Extraordinary Shareholders’ Meeting of October 29, 2008 (English translation) (incorporated by reference to Exhibit 4.01 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.02 | Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.02 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.03 | First Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.03 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.04 | Second Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.04 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.05 | Third Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Araucária (incorporated by reference to Exhibit 4.05 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.06 | Fourth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Araucária* | |
4.07 | Fifth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Araucária* | |
4.08 | Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.06 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.09 | First Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.07 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.10 | Second Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.08 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.11 | Third Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Alto Taquari (incorporated by reference to Exhibit 4.09 to the Registration Statement on Form 20-F, filed October 31, 2012, SEC File No. 001-35723) | |
4.12 | Fourth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Alto Taquari* | |
4.13 | Fifth Amendment to Agreement to Supply Sugarcane, entered into by BrasilAgro and ETH Bioenergia, in connection with Fazenda Alto Taquari* | |
8.01 | List of subsidiaries* | |
12.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
12.2 | Certification of the Chief Administrative Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
13.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
13.2 | Certification of the Chief Administrative Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Previously filed. |
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There are omitted from the exhibits filed with or incorporated by reference into this Annual Report certain promissory notes and other instruments and agreements with respect to our long-term debt, none of which authorizes securities in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the Commission copies of any such omitted promissory notes or other instruments or agreements as the Commission requests.
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SIGNATURES
The registrant hereby certifies that it meets all the requirements for filing onForm 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on Form20-F on its behalf.
BRASILAGRO – COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS |
Date: November 26, 2013 |
/S/ JULIO CESARDE TOLEDO PIZA NETO |
Name: Julio Cesar de Toledo Piza Neto |
Title:Chief Executive Officer and Investor |
Date: November 26, 2013 |
/S/ GUSTAVO JAVIER LOPEZ |
Name: Gustavo Javier Lopez |
Title:Chief Administrative Officer |
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Financial Statements
Brasilagro Companhia Brasileira
de Propriedades Agrícolas
June 30, 2013
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Brasilagro Companhia Brasileira de Propriedades Agrícolas
Consolidated Financial Statements
June 30, 2013
F-2 | ||||
F-3 | ||||
Consolidated Financial statements | ||||
F-4 | ||||
F-6 | ||||
F-7 | ||||
F-8 | ||||
F-9 | ||||
F-10 |
F-1
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Brasilagro Companhia Brasileira de Propriedades Agrícolas
We have audited the accompanying consolidated balance sheet of Brasilagro Companhia Brasileira de Propriedades Agrícolas at June 30, 2013, and the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards are the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Brasilagro Companhia Brasileira de Propriedades Agrícolas at June 30, 2013, and its consolidated results of operations and its consolidated cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board – IASB.
São Paulo, Brazil
October 29, 2013
ERNST & YOUNG TERCO
Auditores Independentes S.S.
CRC 2SP-015.199/O-6
Daniel G. Maranhão Jr.
Accountant CRC 1SP215.856/O-5
F-2
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Report of Independent Registered Public Accounting Firm
To Board of Directors and Shareholders
Brasilagro Companhia Brasileira de Propriedades Agrícolas
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income (loss), of changes in stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of Brasilagro Companhia Brasileira de Propriedades Agrícolas and its subsidiaries at June 30, 2012 and 2011 and the results of their operations and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
São Paulo,
October 5, 2012
/s/ PricewaterhouseCoopers
Auditores Independentes
F-3
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Brasilagro—Companhia Brasileira de Propriedades Agrícolas
June 30, 2013
(Amounts in thousands of Brazilian Reais, except if stated otherwise)
Notes | 2013 | 2012 | 2011 | |||||||||||||
Assets | ||||||||||||||||
Current | ||||||||||||||||
Cash and cash equivalents | 6 | 75,694 | 67,464 | 135,615 | ||||||||||||
Marketable securities | 6 | 9,244 | — | — | ||||||||||||
Trade accounts receivable | 8 | 131,102 | 60,655 | 25,971 | ||||||||||||
Inventories | 10 | 28,805 | 72,558 | 77,479 | ||||||||||||
Biological assets | 11 | 1,201 | 4,111 | 1,335 | ||||||||||||
Recoverable taxes | 9 | 7,655 | 9,331 | 4,307 | ||||||||||||
Derivatives financial instruments | 7 | 17,081 | 4,327 | 5,386 | ||||||||||||
Receivables from related parties | 32 | 347 | — | — | ||||||||||||
Other Assets | 430 | 710 | 921 | |||||||||||||
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271,559 | 219,156 | 251,014 | ||||||||||||||
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Noncurrent assets | ||||||||||||||||
Biological assets | 11 | 36,656 | 31,931 | 40,334 | ||||||||||||
Restricted marketable securities | 12 | 17,988 | 23,197 | 21,262 | ||||||||||||
Receivables from related parties | 32 | — | — | 7,118 | ||||||||||||
Recoverable taxes | 9 | 25,736 | 22,803 | 25,784 | ||||||||||||
Deferred taxes | 21 | 25,216 | 14,960 | — | ||||||||||||
Derivatives financial instruments | 7 | 1,714 | — | — | ||||||||||||
Trade accounts receivable | 8 | 33,729 | 12,759 | 2,936 | ||||||||||||
Investment properties | 13 | 339,108 | 391,907 | 383,687 | ||||||||||||
Other Assets | 1,633 | 268 | 94 | |||||||||||||
Investments in unquoted equity Instruments | 14 | 70 | 410 | 410 | ||||||||||||
Property, plant and equipment | 16 | 14,851 | 15,630 | 12,765 | ||||||||||||
Intangible assets | 15 | 2,570 | 2,741 | 2,747 | ||||||||||||
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499,271 | 516,606 | 497,137 | ||||||||||||||
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Total assets | 770,830 | 735,762 | 748,151 | |||||||||||||
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Notes | 2013 | 2012 | 2011 | |||||||||||||
Liabilities and equity | ||||||||||||||||
Current Liabilities | ||||||||||||||||
Trade accounts payable | 18 | 7,777 | 4,151 | 2,435 | ||||||||||||
Loans and financing | 19 | 44,929 | 43,067 | 37,899 | ||||||||||||
Labor obligations | 8,752 | 7,436 | 4,801 | |||||||||||||
Taxes payable | 20 | 2,306 | 3,102 | 959 | ||||||||||||
Dividends payable | 1,963 | 2 | 2 | |||||||||||||
Derivatives financial instruments | 7 | 2,860 | 8,307 | 2,918 | ||||||||||||
Payables for purchase of farms | 17 | 43,650 | 40,858 | 57,521 | ||||||||||||
Payable to related parties | 32 | 183 | — | — | ||||||||||||
Advances from customers | 2,124 | 4,490 | 5,909 | |||||||||||||
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114,544 | 111,413 | 112,444 | ||||||||||||||
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Noncurrent liabilities | ||||||||||||||||
Loans and financing | 19 | 56,924 | 51,294 | 55,436 | ||||||||||||
Taxes payable | 20 | 5,812 | 2,695 | 1,402 | ||||||||||||
Deferred taxes | 21 | — | — | 1,454 | ||||||||||||
Derivatives financial instruments | 7 | 1,140 | 10,209 | — | ||||||||||||
Provision for legal claims | 30 | 4,802 | 1,183 | 480 | ||||||||||||
Other liabilities | 623 | — | 12 | |||||||||||||
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69,301 | 65,381 | 58,784 | ||||||||||||||
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Total liabilities | 183,845 | 176,794 | 171,228 | |||||||||||||
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Equity | ||||||||||||||||
Attributed to controlling shareholders | ||||||||||||||||
Share capital | 22 | 584,224 | 584,224 | 584,224 | ||||||||||||
Capital reserve | 3,385 | 2,134 | 996 | |||||||||||||
Income Reserve | 6,296 | — | — | |||||||||||||
Other reserve | (6,920 | ) | (6,920 | ) | — | |||||||||||
Accumulated losses | — | (20,470 | ) | (14,898 | ) | |||||||||||
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Non controlling shareholders | — | — | 6,601 | |||||||||||||
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Total equity | 586,985 | 558,968 | 576,923 | |||||||||||||
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Total liabilities and equity | 770,830 | 735,762 | 748,151 | |||||||||||||
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See accompanying notes.
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Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Consolidated Statements of operations
Year ended June 30, 2013
(Amounts in thousands of Brazilian Reais, except if stated otherwise)
Notes | 2013 | 2012 | 2011 | |||||||||||||
Net revenue | 24 | 185,647 | 146,218 | 79,544 | ||||||||||||
Gain on sale of farms | 8 | 54,815 | 12,987 | — | ||||||||||||
Change in fair value of biological assets and agricultural products | 11 | 2,289 | (417 | ) | 22,761 | |||||||||||
(Impairment) Reversal of impairment of net realizable value of agriculture products after harvest | 1,659 | (2,663 | ) | (986 | ) | |||||||||||
Cost of sales | 25 | (170,643 | ) | (136,447 | ) | (61,500 | ) | |||||||||
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Gross profit | 73,767 | 19,678 | 39,819 | |||||||||||||
Selling expenses | 25 | (14,028 | ) | (4,015 | ) | (2,991 | ) | |||||||||
General and administrative | 25 | (29,233 | ) | (28,892 | ) | (26,330 | ) | |||||||||
Other operating income (expenses) | (3,539 | ) | 10 | 73 | ||||||||||||
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Operating profit (loss) | 26,967 | (13,219 | ) | 10,571 | ||||||||||||
Financial income (expenses), net | ||||||||||||||||
Financial income | 27 | 38,000 | 38,073 | 25,738 | ||||||||||||
Financial expenses | 27 | (38,591 | ) | (44,299 | ) | (16,460 | ) | |||||||||
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Profit (loss) before income and social contribution taxes | 26,376 | (19,445 | ) | 19,849 | ||||||||||||
Income and social contribution taxes | 28 | 2,351 | 12,845 | (5,186 | ) | |||||||||||
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Net income (loss) for the year | 28,727 | (6,600 | ) | 14,663 | ||||||||||||
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Attributed to | ||||||||||||||||
Controlling shareholders | 28,727 | (5,572 | ) | 14,743 | ||||||||||||
Non-controlling shareholders | — | (1,028 | ) | (80 | ) | |||||||||||
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28,727 | (6,600 | ) | 14,663 | |||||||||||||
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Basic earnings (loss) per share—reais | 29 | 0.49 | (0.10 | ) | 0.25 | |||||||||||
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Diluted earnings (loss) per share—reais | 29 | 0.49 | (0.10 | ) | 0.25 | |||||||||||
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See accompanying notes.
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Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Consolidated Statements of comprehensive income
Year ended June 30, 2013
(Amounts in thousands of Brazilian Reais, except if stated otherwise)
2013 | 2012 | 2011 | ||||||||||
Net income (loss) for the year | 28,727 | (6,600 | ) | 14,663 | ||||||||
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Comprehensive income (loss) | 28,727 | (6,600 | ) | 14,663 | ||||||||
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Attributed to | ||||||||||||
Controlling shareholders | 28,727 | (5,572 | ) | 14,743 | ||||||||
Non-controlling shareholders | — | (1,028 | ) | (80 | ) |
See accompanying notes.
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Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Consolidated Statements of changes in equity
Year ended June 30, 2013
(Amounts in thousands of Brazilian Reais, except if stated otherwise)
Attributable to controlling shareholders | ||||||||||||||||||||||||||||||||||||||||||||
Income Reserve | ||||||||||||||||||||||||||||||||||||||||||||
Note | Share capital | Capital reserve- grant of stock options | Legal reserve | Reserve for future investment and expansion | Dividends proposed | Other reserve | Accumulated losses | Total Company | Non controlling shareholders | Consolidated | ||||||||||||||||||||||||||||||||||
At June 30, 2010 | 584,224 | (29,641 | ) | 554,583 | 6,245 | 560,828 | ||||||||||||||||||||||||||||||||||||||
Net income (loss) for the year | 14,743 | 14,743 | (80 | ) | 14,663 | |||||||||||||||||||||||||||||||||||||||
Transactions with owner | ||||||||||||||||||||||||||||||||||||||||||||
Share based compensation | 996 | 996 | 996 | |||||||||||||||||||||||||||||||||||||||||
Capital increase | 436 | 436 | ||||||||||||||||||||||||||||||||||||||||||
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At June 30, 2011 | 584,224 | 996 | — | — | — | — | (14,898 | ) | 570,322 | 6,601 | 576,923 | |||||||||||||||||||||||||||||||||
Net income (loss) for the year | — | — | — | — | — | (5,572 | ) | (5,572 | ) | (1,028 | ) | (6,600 | ) | |||||||||||||||||||||||||||||||
Share based compensation | 26 | — | 1,138 | — | — | — | — | 1,138 | — | 1,138 | ||||||||||||||||||||||||||||||||||
Increase in non-controlling interest due to change in interest in Jaborandi Ltda. | — | — | — | — | (1,135 | ) | — | (1,135 | ) | 1,135 | — | |||||||||||||||||||||||||||||||||
Capital increase | — | — | — | — | — | — | — | — | 7,438 | 7,438 | ||||||||||||||||||||||||||||||||||
Acquisition Jaborandi S.A. and Jaborandi Ltda. | — | — | — | — | — | (5,785 | ) | — | (5,785 | ) | — | (5,785 | ) | |||||||||||||||||||||||||||||||
Purchase of non controlling interest | — | — | — | — | — | — | — | — | (14,176 | ) | (14,176 | ) | ||||||||||||||||||||||||||||||||
Other | — | — | — | — | — | — | — | — | 30 | 30 | ||||||||||||||||||||||||||||||||||
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At June 30, 2012 | 584,224 | 2,134 | — | — | — | (6,920 | ) | (20,470 | ) | 558,968 | — | 558,968 | ||||||||||||||||||||||||||||||||
Net income for the year | — | — | — | — | — | — | 28,727 | 28,727 | — | 28,727 | ||||||||||||||||||||||||||||||||||
Share based compensation | 26 | — | 1,251 | — | — | — | — | — | 1,251 | — | 1,251 | |||||||||||||||||||||||||||||||||
Constitution of legal reserve | 22.h | — | — | 413 | — | — | — | (413 | ) | — | — | — | ||||||||||||||||||||||||||||||||
Mandatory dividends | 22.h | — | — | — | — | — | — | (1,961 | ) | (1,961 | ) | — | (1,961 | ) | ||||||||||||||||||||||||||||||
Dividends proposed | 22.h | — | — | — | — | 3,922 | — | (3,922 | ) | — | — | — | ||||||||||||||||||||||||||||||||
Constitution of reserve for future investment and expansion | 22.h | — | — | — | 1,961 | — | — | (1,961 | ) | — | — | — | ||||||||||||||||||||||||||||||||
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At June 30, 2013 | 584,224 | 3,385 | 413 | 1,961 | 3,922 | (6,920 | ) | — | 586,985 | — | 586,985 | |||||||||||||||||||||||||||||||||
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See accompanying notes.
F-8
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Consolidated Statements of cash flows
Year ended June 30, 2013
(Amounts in thousands of Brazilian reais)
Notes | 2013 | 2012 | 2011 | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||
Net income(loss) for the year | 28,727 | (6,600 | ) | 14,663 | ||||||||||
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Adjustments to reconcile net year | ||||||||||||||
Depreciation and amortization | 25 | 27,997 | 27,398 | 14,127 | ||||||||||
Gain on sale of farm | 13 | (54,815 | ) | (12,987 | ) | — | ||||||||
Share based compensation plan | 26 | 1,251 | 1,138 | 996 | ||||||||||
Residual value of property, plant and equipment sold | 16 | 2,061 | 101 | — | ||||||||||
Unrealized (gain) loss on derivatives | 27 | (11,659 | ) | 12,756 | (1,172 | ) | ||||||||
Unrealized foreign exchange, monetary variation and financial charges | 27 | 4,383 | 3,845 | 8,729 | ||||||||||
(Gain) remeasurement of receivables from sale of farms | 27 | (6,981 | ) | (6,682 | ) | (2,943 | ) | |||||||
Deferred income and social contribution taxes | 28 | (10,258 | ) | (14,686 | ) | 4,214 | ||||||||
(Gains) losses arising from changes in fair value of biological assets and agricultural products | 11 | (2,289 | ) | 417 | (22,761 | ) | ||||||||
Impairment of realizable value of agriculture produce after harvest | (1,659 | ) | 2,663 | 986 | ||||||||||
Allowance for doubtful accounts | 8 | 490 | 952 | — | ||||||||||
Provision for legal claims | 30 | 3,619 | 951 | 136 | ||||||||||
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(19,133 | ) | 9,266 | 16,975 | |||||||||||
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Change in working capital | ||||||||||||||
Trade accounts receivable | (48,751 | ) | (24,967 | ) | (4,061 | ) | ||||||||
Inventories | 43,417 | (662 | ) | (55,317 | ) | |||||||||
Biological assets | (10,334 | ) | (2,737 | ) | 10,918 | |||||||||
Recoverable taxes | (516 | ) | (948 | ) | (9,079 | ) | ||||||||
Derivatives financial instrument | (15,520 | ) | 3,901 | (177 | ) | |||||||||
Prepaid assets | — | (107 | ) | 71 | ||||||||||
Other receivables | (1,246 | ) | 982 | — | ||||||||||
Trade accounts payable | 3,718 | 2,069 | 1,493 | |||||||||||
Taxes payable | 2,321 | 1,709 | 154 | |||||||||||
Labor obligations | 1,316 | 2,635 | 658 | |||||||||||
Advance from customers | (2,366 | ) | — | — | ||||||||||
Other liabilities | 622 | (1,832 | ) | 5,732 | ||||||||||
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Net cash generated by (used in) operating activities | (46,472 | ) | (10,691 | ) | (32,633 | ) | ||||||||
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CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||
Additions to property, plant and equipment and intangible assets | 15 and 16 | (3,383 | ) | (4,338 | ) | (4,151 | ) | |||||||
Cash paid on subsequent expenditures on investment properties | 13 | (24,957 | ) | (29,806 | ) | (35,146 | ) | |||||||
Investment in marketable securities | (4,035 | ) | — | (3,234 | ) | |||||||||
Marketable securities | — | — | 8,533 | |||||||||||
Cash received from sales of farms | 86,460 | 9,769 | — | |||||||||||
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Net cash generated by (used in) investing activities | 54,085 | (24,375 | ) | (33,998 | ) | |||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||
Advances for future capital increase received from Jaborandi Ltda. and Jaborandi S.A. minority shareholder | — | 7,438 | — | |||||||||||
Payments of installments of financed acquisition of farm | — | (18,648 | ) | (8,102 | ) | |||||||||
Proceeds from loans and financing | 40,407 | 31,600 | 38,340 | |||||||||||
Interest paid on loans and financing | (3,097 | ) | (3,179 | ) | (2,726 | ) | ||||||||
Payment of loans and financing | (36,693 | ) | (37,297 | ) | (31,466 | ) | ||||||||
Acquisition of non controlling interest in Jaborandi Ltda. and Jaborandi S.A. | 14 | — | (12,999 | ) | — | |||||||||
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Net cash generated by (used in) financing activities | 617 | (33,085 | ) | (3,954 | ) | |||||||||
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Increase (decrease) in cash and cash equivalents | 8,230 | (68,151 | ) | (70,585 | ) | |||||||||
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Cash and cash equivalents at beginning of period | 6 | 67,464 | 135,615 | 206,200 | ||||||||||
Cash and cash equivalents at end of period | 6 | 75,694 | 67,464 | 135,615 | ||||||||||
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8,230 | (68,151 | ) | (70,585 | ) | ||||||||||
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Non-cash transactions | ||||||||||||||
Financed purchase of property, plant and equipment | — | 3,720 | 4,852 | |||||||||||
Financed purchase of farms | — | 21,041 | — |
See accompanying notes.
F-9
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements
June 30, 2013
(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 its articles of incorporations, the Company’s and its subsidiaries 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.
At June 30, 2013 the Company and its subsidiaries (together, the “Group”) have nine farms in six Brazilian states, with a total area of 160,815 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. This occurs when the acquired farms achieve the optimitation of production and the cultivation area is expanded.
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 stated in their respective by laws and articles of organization, the assets of each respective real estate belonging to these companies may be leased to third parties until the ultimate sale of the assets, in order to enhance the value of the real estate. All of the subsidiaries including FIM Guardian Fund, which is an exclusive investment fund of The parent company is headquartered and operate in Brazil.
Opportunity for new businesses are under analysis, but shall only be announced, in accordance with the Group’s disclosure policy, when technical and legal assessments and the related due diligence processes are completed.
F-10
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
1. General information(continued)
As of the date hereof, the Company holds 7,699 hectares leased, and are not the legal owner of two properties representing 23,422 hectares, as the registration of ownership process for these two properties has not been finalized.
On August 23, 2010, Opinion No. LA—01, of August 19, 2010, issued by the Federal Attorney General (AGU) was approved by the President of Brazil. The opinion addresses the purchase and lease of agricultural properties by Brazilian companies controlled by foreign individuals or legal entities holding the control of the capital stock of a company that owns land in Brazil. The Attorney General’s opinion provides that Brazilian companies controlled by non-Brazilians require prior authorization to purchase agricultural properties and are subject to restrictions, including the following:
(i) | the agricultural properties shall be used for agricultural, cattle raising or industrial activities, and shall be previously approved by the Ministry of Agrarian Development or by the Ministry of Development, Industry and Foreign Trade; |
(ii) | the total area of agricultural properties owned by foreigners shall not exceed the greater of (A) one fourth of the area of the municipality where the property is located; or (B) the sum of the areas held by foreigners of the same nationality shall not exceed 40% of the area of the municipality where the property is located; and |
(iii) | the acquisition shall not exceed one hundred (100) indefinite exploration modules, which are measurement units adopted within different Brazilian regions that range from five to 100 hectares, depending on the region. |
New acquisitions or new lease agreements of agricultural properties by companies controlled by non-Brazilians within the above-mentioned limits must be previously approved by INCRA. The request for the approval must be filed before the Regional Branch of INCRA (Superintendência Regional) of the State where the property is located. After that, INCRA will analyze the compliance with the above-mentioned requirements and if the transaction is approved by INCRA, it will issue a certificate of approval. The purchase and lease of agricultural properties beyond the limits of areas and percentages mentioned above require prior authorization from the Brazilian Congress.
F-11
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
1. General information(continued)
In both cases, it is not possible to determine an estimated time frame for the approval procedure, since up to the date of this financial statements, there are no known cases of certificates having been granted. Additionally, there is no judgment so far by the Brazilian courts on the validity and constitutionality of the contents of the Attorney General’s Opinion. As of June 30, 2013, 78,57% of Company common shares were held by foreigners.
On December 11, 2012, São Paulo’s General Comptroller of Justice (Corregedoria Geral de Justiça do Estado de São Paulo) issued the Opinion no 461/2012-E, establishing that entities providing notary and registrar services located in the State of São Paulo are exempt from observing certain restrictions and requirements imposed by Law no 5.709/71 and Decree no 74.965/74, regarding Brazilian companies with the majority of the capital stock composed of foreigners residing outside of Brazil or legal entities incorporated abroad. However, in April 2013, the Court of Appeals granted an injuction suspending the effects of Opinion no 461/2012-E, based on the lawsuit filed by INCRA and the Federal Government against the Opinion no 461/2012-E.
2. Summary of significant accounting policies
The significant accounting policies applied on the preparation of these financial statements are described below. These policies are being consistently applied in all years presented, unless otherwise stated.
2.1. Basis of preparation
On October 29, 2013, the Company’s Board and fiscal council approved the consolidated financial statements and authorized their disclosure.
The consolidated financial statements have been prepared and are presented in accordance with International Financial Reporting Standards (IFRS) issued, by theInternational Accounting Standards Board (IASB). All the references to IFRS in these financial statements correspond to the IFRS issued by the IASB.
The consolidated financial statements have been prepared based on the historical cost, unless otherwise stated, as described in the summary of significant accounting policies. Historical cost is usually based on the amount of considerations pais in exchange for assets.
F-12
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. Summary of significant accounting policies (Continued)
2.1. Basis of preparation (Continued)
The financial statements have been prepared in the ordinary course of business. Management assesses the Company’s capacity to continue operating as agoing concern during the preparation of the financial statements. The Company is honoring its debts at the date of issuance of these financial statements and Management has not identified any significant uncertainty on the Company’s capacity to continue with its activities in the next 12 months.
The preparation of the financial statements requires the use of certain critical accounting estimates as well as the exercise of judgment by Management in the Company’s accounting practices. Those areas requiring a higher level of judgment and with more complexity, as well as the areas in which assumptions and estimates are significant for the financial statements, are disclosed in Note 3.
The non-financial data included in these financial statements, such as sales volume, planted and leased area, insurance and environment have not been examined by the independent auditors.
Reclassificaitons had been made to certain captions of prior years balance sheets and cash flows statements to conform to current year presentation, which are not material.
F-13
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. Summary of significant accounting policies (Continued)
The consolidated financial statements comprise the financial statements of the Parent Company and its subsidiaries at June 30, 2013 and 2012, as follows:
Interest in Total Share Capital- % | ||||||||
2013 | 2012 | |||||||
Subsidiaries | ||||||||
Aracuária | 99.99 | 99.99 | ||||||
Cremaq | 99.99 | 99.99 | ||||||
Engenho de Maracaju | 99.99 | 99.99 | ||||||
Imobiliária Jaborandi | 99.99 | 99.99 | ||||||
Jaborandi Ltda. | 99.99 | 99.99 | ||||||
Cajueiro | 99.99 | 99.99 | ||||||
Mogno | 99.99 | 99.99 | ||||||
Ceibo | 99.99 | 99.99 | ||||||
Flamboyant | 99.99 | 99.99 | ||||||
Exclusive Fund FIM Guardian | 100.00 | 100.00 |
The subsidiaries are fully consolidated from the date of acquisition, and continue being consolidated up to the date in which such control ceases to exists. The financial statements of the subsidiaries are prepared for the same reporting period of the Company, using consistent accounting policies. All intercompany balances, revenues and expenses are fully eliminated in the consolidated financial statements.
F-14
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2.2. Foreign currency translation
a) | Functional and reporting 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 financial statement is presented in Brazilian reais (R$), which is the Company’s functional currency and the Group’s reporting 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 currency are recognized in the income statement.
2.3. Segment reporting
Operating segments are reported in a manner consistent with the internal report provided to the chief operating decision-maker. The Executive Board is the chief operating decision-maker, responsible for allocating resources and assessing performance of the operating segments, as well as for making the Group’s strategic decisions.
F-14
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. Summary of significant accounting policies(Continued)
2.4. Cash and cash equivalents and marketable securities
Cash and cash equivalents include cash, banks, other short term highly liquid investments redeemable within ninety days, and repurchase agreements for which there are no fines or other restrictions for their immediate redemption from the issuer of the instrument.
Cash equivalents are recorded at cost plus earnings accrued up to the balance sheet date, not exceeding market or realizable value.
In the consolidated financial statements, cash and cash equivalents include cash, banks, short-term investments (bank deposit certificates (CDB) and repurchase agreements), which have the same liquidity characteristics and are redeemable within 90 days as from inception date, and the investment in quotas of the exclusive fund FIM Guardian which holds investments, in CDB and repurchase agreements redeemable within 90 days. FIM Guardian fund is presented in the consolidated financial statements.
Marketable securities are classified as available for sale. Considering the nature of investments held by the Company, there are no significant differences between their carrying amount and fair value calculated based on the interest rate up to the balance sheet date.
The fixed income investments are intended to maintain the value of amounts held by the Company and not yet allocated to rural activities. Fixed income investments are governed by a policy approved by the Board of Directors.
According to Group investment policy (Note 6), investments (bank deposit certificates and repurchase agreement ) may mature in over 90 days from the contract date, and may have a repurchase guarantee contractually provided by the financial institution issuer of the security. This guarantee allows for the redemption of securities at the amount originally invested plus interest with no penalty.
F-15
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. Summary of significant accounting policies(Continued)
2.4. Cash and cash equivalents and marketable securities(Continued)
Marketable securities include bank deposit certificates, government bonds issued by the Federal Government, exclusive investment funds which are fully consolidated and collaterals, whose fair value approximates to its book value (Note 6.2). In addition, there are marketable securities provided as a guarantee for loans and financing recorded in current and non current assets based on the maturities of referred to loans and financing.
In the statement of cash flows, financing and investing activities include only effective cash and cash equivalents transactions. Therefore, financed purchases and sales of assets are included in Notes 16 and 19.
2.5. Financial assets
2.5.1. | Classification |
In the years presented, the Group holds exclusively financial assets classified as loans and receivables, assets available for sale, assets measured at fair value through profit or loss and derivative financial instruments used as economic hedges and investment in unquoted equity instrument.
a) | Financial assets measured at fair value through profit or loss |
Financial assets at fair value through profit or loss comprise financial assets designated by the Group as at fair value through profit or loss upon initial recognition.
Financial assets are classified as held for trading if acquired principally for the purpose of being sold in the short-term. Derivative financial instruments are also categorized as available for sale unless they are designated as hedges for accounting purposes. In the years presented, the only assets held for trading were the derivative financial instruments.
Upon initial recognition, the Group measures certain financial assets at fair value through profit or loss. This designation cannot be changed later. These assets are limited to the trading of receivables for sale of farms, which consists of financial debts recognized in the consolidated balance sheet in “Accounts receivable”. Changes in fair value related to credits for the sale of farms designated at fair value through profit or loss are recognized in “Gain (loss) on the translation of trading receivables for the sale of farms in “financial income”.
F-16
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. Summary of significant accounting policies(Continued)
2.5. Financial assets (Continued)
2.5.1. | Classification(Continued) |
b) | Loans and receivables |
Loans and receivables includes loans granted and receivables which are non-derivative financial assets with fixed or determinable payments, not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group’s loans and receivables comprise trade receivables, other receivables and long term marketable securities are corresponding to time deposit provided as guarantee to loans and financing. Loans and receivables are recorded at amortized cost, using the effective interest rate method. The amortization using the effective interest rate is included in the caption of financial income in the statement of operations.
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is impaired in relation to its recoverable value.
2.5.2. | Recognition and measurement |
Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables or investment in unquoted equity investments, as the case may be. The Group determines the classification of its financial assets upon their initial recognition, when they become part of the instrument contractual provisions.
Regular purchases and sales of financial assets are recognized on the trade-date or the date on which the group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are initially recognized at fair value, plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets include cash and cash equivalents, accounts receivable, financial assets measured at fair value, derivative financial instruments, and investments in unquoted equity instruments.
F-17
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. Summary of significant accounting policies(Continued)
2.5. Financial assets (Continued)
2.5.3. | Impairment of financial assets |
a) | Assets carried at amortized cost |
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
The criteria that the Group uses to determine if there is objective evidence of an impairment loss include:
(i) | significant financial difficulty of the issuer or obligor; |
(ii) | a breach of contract, such as a default or delinquency in interest or principal payments; |
(iii) | the Group, for economic or legal reasons relating to the borrower’s financial difficulty, grants to the borrower a concession that the lender would not otherwise consider; |
(iv) | it becomes probable that the borrower will enter bankruptcy or other financial reorganization; |
(v) | the disappearance of an active market for that financial asset because of financial difficulties; or |
(vi) | observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets. |
F-18
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.5. | Financial assets (Continued) |
2.5.3. | Impairment of financial assets(Continued) |
a) | Assets carried at amortized cost (Continued) |
The Group first assesses whether objective evidence of impairment exists.
The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognized in the consolidated statement of operations. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument’s fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the reversal of the previously recognized impairment loss is recognized in the consolidated statement of operations.
b) | Investments in unquoted equity investments at cost |
The Group assesses at the end of each reporting period whether there is objective evidence that the financial asset is impaired. In the case of equity investments classified as investment in unquoted equity instruments at cost, a significant or prolonged decline in the fair value of the security below its cost is evidence that the assets are impaired. If any such evidence exists for investments in unquoted equity investments, the cumulative loss—measured as the difference between the acquisition cost and the current fair value, less any impairment loss previously recognized in profit or loss is recognized in the consolidated statement of operations. Impairment losses recognized in the statement of operations on equity instruments are not subsequently reversed through the statement of operations.
F-19
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.6. | Derivative financial instruments |
The Group uses derivative financial instruments, as forward currency contracts, forward commodities contracts and interest rate swaps against the risk of variation in the commodities prices and risk of variation in the interest rates, respectively.
Derivative financial instruments are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
Any gains or losses arising from changes in the fair value of derivatives during the year are recognized immediately in the statement of operations. The fair value of derivative financial instruments is disclosed in Note 7.
Although the Group uses derivative financial instruments for economic hedge purposes, it has not applied hedge accounting in the reported periods.
2.7. | Trade receivables |
Trade receivables are amounts due from customers for merchandise sold and for real estate (land) sold in the ordinary course of the Group’s business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables not related to the sale of farms are, initially, recognized at fair value, and subsequently, measured at amortized cost with the effective interest rate method less the Allowance for Doubtful Accounts (PDD) (impairment). In practice, they are usually recognized at the invoiced value, adjusted by the provision for impairment, if necessary.
F-20
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.7. | Trade receivables(Continued) |
Trade receivables related to sale of farms is measured in reais calculated based on a quantity of soybean sacks and installments agreed in the contract signed with buyers. The amount of the receivable is subsequently measured at each balance sheet date based on the quotation of soybean at the maturity date of each installment (or based on estimates and quotations of brokers when there is no quotation of soybean at a specific maturity date). Future soybean quotations references are in dollars, therefore, a conversion calculation to reais is required. Additionally, the present value of receivable amounts is updated at each reporting balance sheet date. The gain (loss) on subsequently receivable measurement is recognized as financial income under “Gain (loss) on remeasurement of trade receivables for the sale of farms” (Note 27).
2.8. | Inventories |
The inventories of agricultural products are measured at fair value when they are ready to be harvested, less selling expenses, when they are transferred from the group of biological assets to the group of inventories.
The inventories of seeds, manures, fertilizers, pesticides, fuel, lubricants, warehouse and sundry materials were assessed at the average acquisition cost.
According to practices adopted by management, if a loss of quality in products is identified, either due to storage, load, transportation and other events related to the operation, an assessment and physical segregation of the quantity of these products are carried out. At this moment the Company has an internal process of registration, approval, disposal of inventories and destination of this quantity and this process begins with the approval of the responsible officers duly formalized in the Group’s management system.
A provision for impairment of inventories to market value of agricultural products, is recognized when the fair value recorded in inventories is higher than the net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated conclusion costs and estimated selling expenses. Impairment to net realizable value is recognized in the statement of operations in the period which arises under the line item “Impairment to net realizable value of agricultural product after harvest”.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.9. | Biological assets |
The parent Company and its subsidiaries’ biological assets consist, primarily of the cultivation of soybean, corn, sorghum, cotton, rice and sugarcane and are measured at fair value less selling expenses. These crops are not only cultivated to obtain non real estate operating result, but also as an appreciation vector of the rural properties real estate value.
The soybean, corn, sorghum and cotton crops are temporary cultures, in which the agricultural product is harvested after a period of time varying from 110 to 180 days after the planting date, depending on the culture, variety, geographic location and climate conditions.
The sugarcane crops productive cycle is five years after their first cut, and accordingly, are classified as non-current biological asset.
The fair value of biological assets is determined upon their initial recognition and at each subsequent reporting date. Gains and losses that arise from the fair valuation of biological assets at fair value less costs to sell and measuring agricultural product at the point of harvest at fair value less cost to sell are recognized in the statement of operations in the period in which they arise under the line item “Gain (loss) on fair value of biological assets and agricultural product”.
In certain circumstances, when only slight biological transformation has occurred, cost is the fair value less selling expenses, since the costs were originally incurred or the impact of biological transformation on price is not expected to be material. Biological assets keep on recorded at their fair value.
Methodology used
Sugar cane crops—The calculation methodology used to estimate the value of the biological asset “sugarcane” is the discounted cash flow method. As such, the company calculated the future cash flows in accordance with the projected productivity cycle for each harvest, taking into consideration the estimated useful life of each plantation, the recoverable total sugar prices, estimated productivities and the related estimated costs of production, harvest, loading and transportation for each planted hectare.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.9. | Biological assets(Continued) |
Crops of soybean, corn, rice, sorghum and cotton—The calculation method used to estimate the value of the biological assets of grains/cotton is the discounted cash flow. For such, the company project the future cash flows taking into consideration the estimated productivity, costs to be carried out based on the company budget or based on new internal estimates and the market prices. The prices related to commodities available in the future markets, are obtained from the prices of the following trading stock exchanges: CBOT (“Chicago Board of Trade”), BM&F (Bolsa de Mercadorias e Futuros), NYBOT (“New York Board of Trade”). For agricultural products that are absent in this type of market, the company used the prices obtained through direct market surveys or prices disclosed by specialized companies. As for the market prices, the company utilized its logistics and tax discounts in order to find the prices of each of these products in each production unit of the Group.
As mentioned above, the fair value of the biological assets disclosed in the balance sheet was determined using valuation techniques—discounted cash flow method. The data for this method are based on the information available in the market, whenever possible, and when it is not feasible, a certain level of judgment is required to establish the fair value. The judgment includes considerations on the data used, for example, productivity and production cost. Changes in the assumptions on these factors might affect the fair value presented in the biological assets.
2.10. | Investment properties |
The Group‘s business strategy aims mainly at the acquisition, development, exploration and sale of rural properties with agricultural suitability. The Group acquires rural properties with the expectation of significant potential to generate value by means of maintenance of the assets and development of profitable agricultural activities. From the acquisition of rural properties, the company search to implement crops of high value added and transform these rural properties with investments in infrastructure and technology, in addition to entering into leasing contracts with third parties. Based on the company strategy, when is it determined that the rural properties have received a high value, the company consider these rural properties to have realized a capital gain.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.10. | Investment properties(Continued) |
The land of rural properties purchased by the Group is stated at acquisition cost, which does not exceed its net realizable value and is presented in “Non-current assets”. The fair value of each property is stated in Note 13.
Investment properties are stated at its historical cost less accumulated depreciation following the same criteria as described for Property, plant and equipment in Note 2.12.
2.11. | Property, plant and equipment |
Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Historical cost also including finance costs related to the acquisition of qualifying assets.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of operations during the reporting period in which they are incurred.
Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives. The Group revised the useful life and residual value of property, plant and equipment, which were recorded prospectively at July 01, 2012, whose annual depreciation rates are described below:
Annual depreciation rates – % | ||||||||
2013 | 2012 | |||||||
Buildings and improvements | 4-20 | 4-20 | ||||||
Equipment and facilities | 10 | 10-20 | ||||||
Vehicles and agricultural machinery | 13-20 | 10-25 | ||||||
Furniture and fixtures | 10 | 10 | ||||||
Opening of area | 10-20 | 10-20 |
F-24
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.11. | Property, plant and equipment(Continued) |
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within “Other operating revenue” in the statement of operations.
2.12. | Intangible assets |
Intangible assets include acquired software licenses. Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives of five years for development and ten years for programs.
Costs associated with maintaining computer software programs are expensed as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets.
2.13. | Trade payables |
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. They are otherwise presented as non-current liabilities.
2.14. | Loans and financing |
Loans and financing are initially recognized at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the settlement value is recognized in the statement of operations over the period of the loans and financing using the effective interest method.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.14. | Loans and financing (Continued) |
Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that some or all of the facility is likely to be utilized. In this case, the fee is deferred until the utilization occurs. To the extent there is no evidence that some or all of the facility is likely to be utilized, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.
Loans and financing are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
2.15. | Provisions |
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated.
The contingent liabilities arising from labor obligation, social, tax, contractual, operating and administrative and judicial claims are recorded at the estimated amount when the likelihood of loss is estimated as probable.
2.16. | Current and deferred income and social contribution taxes |
a) | Current income and social contribution taxes |
Current tax is the expected tax payable or receivable/offset on taxable income or loss for the year. To calculate income tax and social contribution on current profit, the Group adopts the Transitional Tax Regime (RTT), which allows clear the effects arising from the changes provided by-law No. 11,638/2007 and No. 11,941/2009, from the calculation basis of these taxes.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.16. | Current and deferred income tax and social contribution(Continued) |
a) | Current income tax and social contribution(Continued) |
Current and deferred income tax and social contribution are calculated based on the rates of 15%, plus an addition 10% on taxable income exceeding R$ 240 per annum for income tax, and 9% on taxable income for social contribution on net income. Any offset on tax losses and negative social contribution basis are taken into consideration, however limited to 30% of annual taxable income, except for the rural activity which is of up to 100% of annual taxable income. There is no prescription term for the balance of tax loss and negative social contribution basis.
As permitted by tax legislation, certain subsidiaries opted for the presumed tax income regime. For these companies, the income tax and social contribution calculation basis is based on the estimated profit assessed at the rate of 8% and 12% on gross revenue, respectively, on which the nominal rates of the related tax and contribution are applied.
b) | Deferred income tax and social contribution |
Income tax and social contribution (a federal tax on taxable income) is recognized by the estimated future effect of temporary differences and tax losses (both for income tax and for social contribution). It is recognized as a liability of deferred income tax and social contribution for all the temporary tax differences, whereas the deferred income tax and social contribution is recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The deferred tax and social contribution assets and liabilities are classified as long term. The income tax related to items directly recognized in equity in the current period or prior period are directly recognized in the same account.
Deferred income tax and social contribution are calculated on income tax losses, negative social contribution basis and the related temporary differences between the calculation basis of income tax and social contribution assets and liabilities and the carrying amount of the financial statements. The rates of these taxes, currently defined for the determination of these deferred credits are 25% for income tax and 9% for social contribution (Notes 21 and 28).
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.17 | Benefits to employees |
a) | Share-based payments |
The Group operates with certain number of equity-settled and share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the balance sheet date, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the statement of operations, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
b) | Profit sharing |
The Group provides employees participation in a profit-sharing arrangement, pursuant to which all of the employees have the right to receive annual bonuses based on our consolidated financial results, on operational results and achievements and also on personal goals set for individual employees.
The recognition of this participation is usually carried out at year end, when the amount can be reliably measured by the Group.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.18. | Share capital |
Common shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2.19. | Transactions and non-controlling interest |
Non-controlling interest is shown as a component of equity in the balance sheet and the share of profit attributable to non controlling interest is shown as a component of profit or loss, for the year in the consolidated statement of operations at June 30, 2012. At June 30, 2013 there was no non-controlling shareholders interest.
For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals of non-controlling interests are also recorded in equity.
2.20. | Revenue recognition |
Revenue comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Group’s activities, or further, leases. Revenue is presented net of taxes and after eliminating sales within the Group have been accounted for.
F-29
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.20. | Revenue recognition(Continued) |
The Group recognizes revenue when the amount of revenue can be reliably measured, is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group’s activities as described below. The Group performs its estimations based on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each sale.
a) | Sale of goods |
Revenue from grain and sugarcane sales is recognized when the significant risks and benefits of ownership of the goods are transferred to the purchaser, usually, when the products are delivered to the purchaser at the determined location, according to the agreed sales terms.
In the case of grains, the Group normally performs forward contracts where the price is set up by the Group for the total or partial volume of grains sold at the delivery date, based on the calculations agreed on the selling contracts. Certain selling contracts are established in US dollars where the amount in reais is also established based on the forex rate according to the sale terms. The price can also be adjusted by other factors, such as humidity and other technical characteristics of grains. Upon the grains delivery, the revenue is recognized based on the price established with each purchaser considering the forex rate on the delivery date. After the grains are delivered to the addressee, the quality and final weight are evaluated, thus determining the final price of the transaction, and adjusting the contractual amounts in accordance with such factors as well as by the forex rate variation up to the settlement date.
b) | Sale of farms |
Sales of farms are not recognized as revenue until (i) the sale is completed, (ii) the Group has determined that it is probable the buyer will pay, (iii) the amount of revenue can be measured reliably, and (iv) the Group has transferred all risks and rewards to the buyer, and does not have a continuing involvement. The result from sales of farms is presented in the statement of operations as “Gain for sale of farm “ at net value of the related cost.
F-30
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.20. | Revenue recognition(Continued) |
c) | Revenue from leasing of land |
The leasing revenues of land is recognized on the straight line basis over the leasing period. When the lease price is defined in quantities of agricultural products or livestock, the lease amount is recognized based on the price of the agricultural product or livestock effective at the balance sheet date or at the date established in contract. The amounts received in advance as leasing, when applicable, are recognized in current liabilities under the caption “Other liabilities”.
Leasing revenues in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.
2.21. | Financial income and expenses |
Financial income and expenses represent interest, monetary and exchange variations arising from advances on export contracts, financial investments, trade receivables, monetary and exchange variations on assets and liabilities, derivative financial instruments and discounts obtained from suppliers for the prepayment of trade payables invoices.
2.22. | Leases |
The Group classifies lease of farms as operating leases to the extent that a significant portion of the risks and benefits of the ownership is held by the leassor . The lease expenses are initially recorded as part of biological assets and recorded as cost of sales of agricultural products upon the sale. The lease payments are valued based on a future quotation of soybean and as such, do not have a fixed value.
2.23. | Dividends payable |
Distributions of dividends and interest on capital to the Group’s stockholders are recognized as a liability in the Group’s financial statements at year-end based on the Group’s articles of associations. Any amount that exceeds the minimum legally required is only approved at the shareholders’ general meeting according to the proposal submitted by the Board of Directors.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies(Continued) |
2.24. | Adjustment to present value – of assets and liabilities |
Assets and liabilities arising from long term or short term operations with material effect, are adjusted to present value.
Accordingly, certain elements of assets and liabilities are adjusted to present value, based on discount rates, which aim to reflect the best estimates, as regards to the value of money in time.
The discount rate used varies depending on the features of the assets and liabilities and subject to the risk, term, and the specific item under review. Its basis and assumption is the average rate of loans and financing obtained by the Group , net of inflationary effect.
2.25. | Basic and diluted earnings (loss) per share |
The basic earnings/(loss) per share is calculated by dividing the available net income (loss) (allocated) to common shareholders by the average weighted number of outstanding common shares during the year.
The diluted earnings per share is similarly computed, except that the outstanding shares are added, to include the number of additional shares that would be outstanding if the shares with potential dilution attributable to stock options and warrants had been issued during the related years, using the weighted average price of the shares.
2.26. | Statement of comprehensive income |
To comply with the corporate provisions the Group presented the statement of comprehensive income in its financial statements. The Group does not have other comprehensive income items.
F-32
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
2. | Summary of significant accounting policies (Continued) |
2.27. | Statements of cash flow |
The statements of cash flows are prepared and presented in accordance with IAS 7.
Certain debt agreements require that the Group Company holds marketable securities as guarantee for the outstanding balances. Such investments are linked while held in guarantee. The Group records the purchases and sales of such investments as investment activities in the statement of cash flows.
3. | Critical accounting estimates and judgments |
Accounting estimates and judgments are continuously assessed and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the current circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. 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 below.
a) | Residual value and useful life of property, plant and equipment |
The value and useful life of assets, as described in Note 16, are assessed by specialists and are adjusted when necessary at the end of each reporting period.
The carrying amount of the asset is ajusted to its recoverable value if the carrying amount is higher than its recoverable value.
F-33
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
3. | Critical Accounting Estimates and Judgments(Continued) |
b) | Contingencies |
The Group is involved in different judicial and administrative lawsuits, as described in Note 30. Provisions are recorded for all the contingencies related to judicial lawsuits that are estimated to represent probable losses (present obligations resulting from past events where an outflow of resources is probable and it can be reliably estimated). The evaluation of the probability of loss includes the opinion of external legal advisors. Management believes that these contingencies are properly recorded and presented in the financial statements. (Note 30).
c) | Warrants |
As described in Note 22(a) the Group issued warrants to its founding shareholders in March 2006, before the initial public offering. In the prospect of the initial public offering the Group disclosed that the issuance of warrants to its founding shareholders was a form of recognition to these individuals for their work and dedication to the Group in establishing a foundation, entrepreneur spirit, preparing for the Group’s IPO and overall commitment to the Company’s development. The warrants attribution to the founder shareholders was conducted on a free basis.
The Group concluded that the warrants should be recorded in the scope of IFRS 2, as instrument of shareholding interest issued in exchange for services rendered by others than the employees. Considering that before the transition date to IFRS (July 1, 2009) all warrants of first issuance could already be exercised and the Group had not disclosed the fair value at the evaluation date, the requirements for the transition to IFRS resulted in the recognition and evaluation that the IFRS 2 requirements do not apply to the warrants.
Determine whether the warrants are in the scope of IFRS 2 or not, requires judgment to check the requirements forecast in the scope of the accounting standard.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
3. | Critical Accounting Estimates and Judgments(Continued) |
d) | Biological assets |
The fair value of biological assets recorded in the balance sheet (Note 11) was determined using valuation techniques, including the discounted cash flow method. The input for these estimates are based on those observable in the market, whenever possible, and when such inputs are not available, a certain level of judgment is required to estimate the fair value. Judgment is required in order to estimate inputs such as, selling price of the assets, estimated productivity, as well as estimated costs for planting and growing. Changes in the assumptions used to determine those inputs may affect the fair value recognized for biological assets.
An increase or decrease of 1% in the expected productivity of sugarcane and grains would result in an increase or decrease in the value of the biological asset of R$612 and an increase or decrease of 1% in the price of sugarcane and grains would result in an increase or decrease in the value of the biological asset of R$830.
e) | Investment properties |
The fair value of the investment properties disclosed in the notes to the financial statements was obtained through valuation reports of the farms prepared by internal experts.
The valuation was carried out according to market practices. Certain factors such as location, type of soil, climate of the region, calculation of the improvements, presentation of the elements and calculation of the land value were all taken into account during the valuation process.
Methodology used
At June 30, 2013 and 2012 the evaluation at fair value was conducted by experienced professional who are the Group’s employees and no evaluations were conducted by independent third parties at this base date.
To estimate the Market value of the Group’s farms for each of its properties the following was taken into consideration: (i) its level of development, (ii) the quality and maturing of soil and (iii) the agricultural capacity and potential.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
3. | Critical Accounting Estimates and Judgments(Continued) |
e) | Investment properties(Continued) |
Methodology used(Continued)
Accordingly, the first step in the evaluation was to carry out a detailed analysis of each farm allocating each hectare in different categories taking into consideration the three items mentioned above. Secondly, we evaluated the market value for each one of these categories in soybean bags. The basis for this evaluation included considerations of offers received from farms as well as indicative prices disclosed in specialized reports of wide circulation. This methodology resulted in the value of each farm in soybean bags (index).
The estimated amount of each farm in terms of the index (soybean bags) are amounts of reference for time sales. For this reason, as a final stage, the current and future soybean prices for each of the farms were estimated and adjusted to present value so as to measure the value of properties for a non financed sale. The final amount of each farm was therefore defined, by multiplying the value of the farm in soybean bags by the present value of soybean price.
The determined fair value disclosed corresponds only to the bare land for a non financed sale not including buildings and improvements.
f) | Deferred income tax |
The Group recognizes deferred assets and liabilities, as described in Note 21, based on the differences between the carrying amount presented in the financial statements and the tax basis of assets and liabilities using the effective tax rates. The Group regularly revises the deferred tax assets for the possibility of recovery, considering the generated historical profit and the forecast future taxable income, in accordance with a study of technical feasibility.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
4. | Pronouncements (new or reviewed) and interpretations applicable to the years started from January 1, 2013 |
New accounting standards, interpretations and updates in the existing pronouncements which are not yet effective and have not been early adopted by the Group are disclosed below. The Group fiscal year is June 30, 2013, accordingly the pronouncements below are applicable from July 1, 2013
Standard | Main requirements | |
IFRS 10 Consolidated Financial Statements | IFRS 10, establishes principles for the presentation and preparation of the consolidated financial statements when an entity controls one or more entities. IFRS 10 replaces the consolidation requirements of SIC-12 Consolidation of Specific Purpose and IAS 27 Consolidated and Separate Financial Statements. | |
IFRS 11 Joint Agreements | IFRS 11 sets a more realistic reflection of joint agreements, concentrating on the rights and obligations of the agreement, instead of its legal form. The standard approaches inconsistencies in the treatment of a joint agreement, requiring only one method to treat jointly controlled entities, through the equity method. IFRS 13 replaces IAS 31 Jointly Controlled Businesses and SIC-13 Jointly Controlled Entities—Non Monetary Contributions by Shareholders. Early application is allowed. The main effects arising from the adoption of IFRS 11 shall be the end of proportional consolidation, fact which shall not affect the Company’s consolidated information. | |
IFRS 12 Disclosures of Interest in Other ESTntities | IFRS 12 is a new and comprehensive standard on the requirements of disclosure of all means of interest in other entities, including subsidiaries, joint ventures, associated and non consolidated structured entities. Early application is allowed. |
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
4. | Pronouncements (new or reviewed) and interpretations applicable to the years started from January 1, 2013(Continued) |
Standard | Main requirements | |
IFRS 13 – Measurements at Fair Value | Replaces and consolidates all guidelines and requirements related to the measurement at fair value comprised in the other IFRSs pronouncements in one single pronouncement. IFRS 13 defines fair value and guides on the determination of fair value and the disclosure requirements related to the measurement at fair value. However, it does not introduce any new requirement or alteration in relation to the items that should be measured at fair value, which remain in the original pronouncements. | |
IAS 27 Consolidated Financial Statements (Revised in 2011) | As a consequence of the recent IFRS-10 and IFRS-12, the remainder in IAS 27 is restricted to the accounting of subsidiaries, jointly controlled entities and associated in separate financial statements. | |
IAS 28 (Revised in 2011) Investments in Associated and Joint Ventures | As a consequence of the recent IFRS 11and IFRS 12, IAS 28 becomes IAS 28 Investment in Associated andJoint Ventures,and describes the application of the equity method for investments injoint ventures, in addition to the investment in associated. | |
Changes to IAS 19 – Benefits to Employees | Elimination of the corridor approach, recognizing actuarial gains or losses recognized in other comprehensive results for the pension plans and the result for other long term benefits, when incurred, among other revisions. | |
Changes to IAS 1 – Presentation of the Financial Statements | Introduces the requirement that the items recorded in other comprehensive results are segregated and totaled among items which are and which are not later reclassified to profits and losses. | |
IAS 12 Income Tax (Revised) – Deferred Taxes – Recovery of Underlying Assets | The review clarifies the determination for calculation of deferred taxes on investment properties measured at fair value. Introduces the refutable assumption that the deferred tax on investment properties measured by the fair value model in IAS 40 should be defined based on the fact that its carrying amount shall be recovered by means of sale. Additionally, introduces the requirement that the deferred tax on assets not subject to depreciation which are measured using the revaluation model of IAS 16 are always measured based on the sale of the asset. This review shall be effective for the annual periods started at or after January 1, 2012. |
F-38
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
4. | Pronouncements (new or reviewed) and interpretations applicable to the years started from January 1, 2013(Continued) |
Standard | Main requirements | |
IFRS 1 First-time Adoption of IFRS (Review) – Hyperinflation and Removal of Fixed Dates for First Time Adoption (Revised). | IASB provided guidelines on how an entity should resume the presentation of financial statements based on IFRS when its functional currency is no longer subject to hyperinflation. The review shall be effective for annual periods started at or after July 1, 2011. | |
IFRS 7 Financial Instruments –Disclosure – More Requirements for Disclosure of Derecognition | The revision requires additional disclosure on financial assets transferred but not derecognized to allow the understanding of user of the Company’s financial statements of the relation between the assets that were not derecognized and the related liabilities In addition, the revision requires the disclosure on the entity’s continuous involvement with derecognized assets to allow the users’ evaluation of the nature of the involvement and related risks, The revised standard shall be effective for the annual periods started at or after July 1, 2011. | |
IAS 1 Presentation of the Financial Statements | This improvement clarifies the difference between the voluntary additional comparative information and the necessary minimum comparative information. | |
IAS 16 Property, Plant and Equipment | This improvement explains that the main replacement parts and equipment to render services which complies with the definition of property, plant and equipment are not part of the inventories. | |
IAS 32 Financial Instruments Presentation | This improvement clarifies that the income tax arising from distributions to shareholders is recorded in accordance with IAS 12 Income Tax. | |
IAS 34 Interim Financial Statements | The revision presents an alignment of the disclosure requirements for total assets of the segment with total liabilities of the segment in the interim financial statements. This clarification also assures that interim disclosures area aligned with the annual disclosures. |
F-39
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
4. | Pronouncements (new or reviewed) and interpretations applicable to the years started from January 1, 2013(Continued) |
The Group intends to adopt such standards when they are applicable to the Group from July 1, 2013.
The Group analyzed the effects from the adoption of the new standards, interpretations and changes and concluded that there shall be no significant impact on the financial statements for June 30, 2013.
There are no new standards or interpretations issued and not yet adopted which may, in Management’s opinion, significantly impact on the result or equity disclosed by the Group for June 30, 2013.
No new pronouncements have been issued by IASB further to those disclosed in the financial statements for the year ended June 30, 2013 and which are mandatory for the years starting from July 1, 2013.
5 | Financial risk management |
5.1. | Financial risk factors |
The Group operates with various financial instruments, including cash and cash equivalent and other available funds, trade receivables, accounts receivable for the sale of farms, accounts payable to suppliers, accounts payable for the purchase of farms and loans and financing.
Certain Group’s operations expose it to market risks, mainly in relation to exchange rates, interest rates and changes in the prices of agricultural commodities. As a result, the Group also enters into derivative financial instruments, used to hedge exposures with respect to crops or with respect to assets and liabilities recognized in the balance sheet, depending on the nature of the specific operation.
F-40
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.1. | Financial risk factors(Continued) |
Considering the nature of the instruments ,excluding derivative financial instruments, the fair value is basically determined by the application of the discounted cash flow method. The amounts recorded under current assets and liabilities have either immediate liquidity or maturity of have a maturity in less than twelve months. Considering its terms and characteristics the carrying amount approximates its fair values.
(a) | Cash and cash equivalents, marketable securities, accounts receivable, receivable from sale of farms, loans with related parties and accounts payable |
The carrying amount recorded approximate its estimated fair value.
(b) | Loans and financing |
The book value of loans and financing are denominated in reais and have interest rates either fixed or based on the TJLP (Long Term Interest Rate). The carrying amount of loans and financing approximates its fair value.
5.2. | Policies approved by the Board of Directors for the use of financial instruments, including derivatives |
The Group’s policies with respect to transactions with financial instruments, which have been approved by the Board of Directors, are as follows: (i) Investment Policy which provides guidelines with respect to Group’s investment of available funds, considering the counterparty risk, the nature of the instruments and its liquidity among others; (ii) Hedge Policy which provides guidelines to manage the Group’s exposures to foreign currency risk, interest rate and indices risks, and agricultural commodities price risk, always with the purpose of hedging a specific asset or liability that generates the exposure; and (iii) Risk Policy, which addresses items not covered by the Investment Policy or the Hedge Policy including hedge of future cash flows with respect to future production of commodities.
The Executive Officers report the operations entered into at the Board of Directors’ meetings.
F-41
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.3. | Analysis of exposure to financial risks |
a) | Foreign currency risk |
This risk arises from the possibility of the Group incurring losses due to fluctuations in exchange rates, which reduce the amount of assets or increase the amount of liabilities. This risk also arises with respect to commitments to sell existing products in inventories or agricultural products being grown when the sales are made at prices, denomindated in a foreign currency are to be fixed at a future date.
Consolidated | Non derivatives- Outstanding balance- Thousands of R$ | Derivatives (Note 7)- Position – Thousands of US$ | ||||||||||||||||||||||||||
Accounting caption | Index to which it is exposed | 06/30/2013 | 06/30/2012 | 06/30/2011 | 06/30/2013 | 06/30/2012 | 06/30/2011 | |||||||||||||||||||||
Acquisitions payable | USD | (2,163 | ) | (1,974 | ) | (1,755 | ) | – | – | – | ||||||||||||||||||
Transactions with derivatives | USD | – | – | – | (1,461 | ) | (31,833 | ) | (29,375 | ) | ||||||||||||||||||
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Total | (2,163 | ) | (1,974 | ) | (1,755 | ) | (1,461 | ) | (31,833 | ) | (29,375 | ) | ||||||||||||||||
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b) | Interest rate and indices risk |
This risk arises from the possibility of the Group incurring in losses due to fluctuations in the interest rates or indices which increase the amount of liabilities. The liabilities with respect to certain contracts for the acquisition of farms are subject to changes based on the IGP-M (“FGV”), an inflation index.
F-42
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.3. | Analysis of exposure to financial risks (Continued) |
b) | Interest rate and indices risk (Continued) |
Consolidated | Non derivatives – Carrying Amount – Thousands of R$ | |||||||||||||
Accounting caption | Index to which it is exposed | 06/30/2013 | 06/30/2012 | 06/30/2011 | ||||||||||
Cash and cash equivalents | CDI | 75,694 | 67,464 | 135,615 | ||||||||||
Marketable securities | CDI | 27,232 | 23,197 | 21,262 | ||||||||||
Acquisitions payable | CDI | (23,841 | ) | (22,296 | ) | (39,998 | ) | |||||||
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Total CDI | 79,085 | 68,365 | 116,879 | |||||||||||
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Acquisitions payable | IGP-M | (17,646 | ) | (16,588 | ) | (15,768 | ) | |||||||
Total IGP-M | (17,646 | ) | (16,588 | ) | (15,768 | ) | ||||||||
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Loans and financing | TJLP | 7,804 | (27,038 | ) | (20,291 | ) | ||||||||
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Total TJLP | 7,804 | (27,038 | ) | (20,291 | ) | |||||||||
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Loans and financing | Fixed rates | 94,050 | (67,323 | ) | (73,044 | ) | ||||||||
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Total fixed rates | 94,050 | (67,323 | ) | (73,044 | ) | |||||||||
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c) | Agricultural commodities price risk |
This risk arises from the possibility of the Company incurring in losses due to fluctuations in the market prices of agricultural products.
Non derivatives – Carrying Amount – Thousands of R$ | Derivatives (Note 7) – Volume/Position– | |||||||||||||||||||||||||
Accounting caption | Index to which it is exposed | 06/30/2013 | 06/30/2012 | 06/30/2011 | 06/30/2013 | 06/30/2012 | 06/30/2011 | |||||||||||||||||||
Trade receivables | Soybean | 72,824 | 22,204 | 5,965 | – | – | – | |||||||||||||||||||
Transactions with derivatives | Soybean | – | – | – | (1,024 | ) | (1,247 | ) | (1,097 | ) | ||||||||||||||||
Transactions with derivatives | Corn | – | – | – | (114 | ) | (406 | ) | (153 | ) |
F-43
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5. | Financial risk management (Continued) |
5.4. | Objectives and strategies of risk management and of use of derivative instruments |
The management of financial risks is the responsibility of the Executive Officers whom evaluate the exposure to the foreign currency risk, interest rate and indices risk and agricultural commodities price risk with respect to assets, liabilities as well as other transactions of the Group. Considering the exposure to such risks, management evaluates the convenience, cost and availability in the market of derivative financial instruments which may mitigate the exposure to such risks. After such assessment, the Officers may decide to enter into derivative financial instruments within the parameters previously approved in the Policies referred to above and reports to the Board of Directors in its meetings.
5.5. | Risks related to hedging strategy |
The use of derivative instruments as an economic hedge reduces the risks of changes in the cash flows arising from the foreign currency risk, interest rate and indices risk and agricultural commodities prices risks, which currently are soybean and corn.
However the change in the fair value of the derivative financial instrument may differ from the change in the cash flows or fair value of the assets, liabilities or forecasted transactions which are being hedged, as a result of certain factors such as differences between the contracting dates, the maturity and settlement dates, or differences in “spreads” on the financial assets and liabilities being hedged and the corresponding spreads when comparing different dates of swaps transactions.
In the case of the strategy to hedge recognized assets and liabilities, management believes that the derivative financial instruments present a high degree of protection with respect to the changes in the assets and liabilities being hedged.
F-44
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5. | Financial risk management (Continued) |
5.5. | Risks related to hedging strategy (Continued) |
In the case of the strategy to hedge forecasted sales of soybean or to hedge accounts payables/receivables that have its amount subject to changes based on commodities, there may be differences arising from additional factors such as differences between the estimated and actual soybean volume to be harvested, or differences between the quoted price of soybean in the international markets where the derivative financial instruments are quoted and the price of soybean in the markets in which soybean is physically delivered/received by the Group. Should the soybean volume effectively harvested be lower than the amount for which hedging instruments contracts were hired, the Group will be exposed to variations in the price of the commodities by the volume hedged in excess and vice-versa should the soybean volume effectively harvested be higher than the hedged volume.
To the extent that the Group does not fix the selling price of soybean through derivative financial instruments, but rather establishes a range of selling prices through options, the quantity of US dollars to be received from the sale of soybean to customers and from the settlement of the options may vary. Should the notional amount of futures to sell US dollars entered into be lower than the actual amount of US dollars received, the Group will be exposed to changes in the exchange rate between the US dollar and the Brazilian real for the amount protected in excess and vice-versa should the amount entered into be higher than the actual amount received
Additionally, the Group is subject to credit risk with respect to the counterparty of the derivative financial instrument. The Group has signed derivative financial instruments contracts either traded in stock exchanges or from prime financial institutions or “trading” companies. The Group understands that at the balance sheet date there are no indications of collectability risk with respect to the amounts recognized as assets with respect to derivative financial instruments.
5.6. | Controls over the use of derivative financial instruments |
The main controls implemented over the use of derivative financial instruments are:
• | establishment of policies defined by the Board of Directors; |
F-45
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5. | Financial risk management (Continued) |
5.6. | Controls over the use of derivative financial instruments |
The main controls implemented over the use of derivative financial instruments are: (Continued)
• | prohibition to enter into derivative financial instruments that have not been approved by the Executive Officers; |
• | maintenance by the Executive Officers of a centralized inventory of outstanding derivative financial instruments contracts; |
• | daily risk report with the consolidated position provided to a group comprising the Executive Officers and designated members of the Board of Directors; |
• | monthly monitoring by the Executive Officers of the fair values as reported by the counterparties as compared to the amounts estimated by management; and |
• | the fair value of the derivative financial instruments is estimated based on the market in which they were contracted and also in which the instruments are inserted. |
5.7. | Recognition of gain and losses in the statement of operations |
The gains and losses for changes in the fair value of derivative financial instruments are recognized in the statement of operations separated by realized results (corresponding to derivative financial instruments that have already been liquidated) and unrealized results (corresponding to derivative financial instruments not yet liquidated).
5.8. | Estimate of fair value of derivative financial instruments |
The fair value of derivative financial instruments traded in stock exchanges (BM&FBOVESPA and Chicago Board of Trade) is determined based on the quoted market price at the balance sheet date. To estimate the fair value of derivative financial instruments not traded on stock exchanges, the Group uses quotations for similar instruments or information available in the market and uses valuation methodologies widely used as well as those used by the counter parties. The estimates do not necessarily guarantee that such operations may be settled at the estimated amounts. The use of different market information and/or valuation methodologies may have a relevant effect on the amount of the estimated fair value.
F-46
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.8. | Estimate of fair value of derivative financial instruments (Continued) |
Derivative financial instruments entered into by our wholly-owned subsidiary FIM Guardian (foreign currency and indices derivatives), are recognized at its fair value by the subsidiary in accordance with the specific rules applicable for investment funds using market curves observed in the Futures and Commodities Exchange (BM&F) or in the Cetip S.A.
Specific methodologies used for derivative financial instruments entered into by the Group are the following:
• | Derivative financial instruments of agricultural commodities – The fair value is obtained by using various market sources including quotes provided by international brokers, international banks and available in the Chicago Stock Exchange (CBOT). |
• | Derivative financial instruments of foreign currencies – The fair value is determined based on information obtained from various market sources including, as appropriate the BM&F Bovespa, Cetip, local banks, in addition to information sent by the operation counterparty. |
a) | Sensitivity analysis |
Management identified for each type of derivative financial instrument the situation of variation in foreign exchange rates, interest rates orcommodities prices which may generate loss in assets and/or liabilities which is being hedged or, in the case of derivative financial instruments related to transactions not recorded in the balance sheet, in the fair value of the contracted derivatives.
The sensitivity analysis aims at measuring the impact from the changes in the market variables on mentioned financial instruments of the Group, considering all other market indicators comprised. Upon their settlement, such amounts may differ from those stated below, due to the estimates used in their preparation.
This analysis contemplates 5 distinct scenarios that differ among them due to the intensity of variation in relation to the current market. At June 30, 2013, as reference for scenarios probable, I, II, III and IV a variation in relation to the current Market of 0%, -50%, -25%, +25%, +50% respectively, was considered.
F-47
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.8. | Estimate of fair value of derivative financial instruments (Continued) |
a) | Sensitivity analysis (Continued) |
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 Group 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 carrying amount of derivatives and the Probable Scenario, the result of the latter one is equal to zero.
The assumptions and scenarios are as follows:
2013 | ||||||||||||||||||||
Devaluation in US dollar | Appreciation in US dollar | |||||||||||||||||||
Probable scenario | Scenario I – 50% | Scenario II – 25% | Scenario III – 25% | Scenario IV – 50% | ||||||||||||||||
Foreign exchange rate – R$ / US$ | 2.22 | 1.11 | 1.66 | 2.77 | 3.32 | |||||||||||||||
Soybean – US$ / bushel – August 2013 (CBOT) | 14.31 | 7.16 | 10.73 | 17.89 | 21.47 | |||||||||||||||
Soybean – US$ / bushel – May 2014 (CBOT) | 12.55 | 6.27 | 9.41 | 15.68 | 18.82 | |||||||||||||||
Soybean – R$ / bushel – July 2014 (CBOT) | 30.22 | 15.11 | 22.67 | 37.78 | 45.33 | |||||||||||||||
Soybean – US$ / bushel – July 2014 (CBOT) | 12.59 | 6.29 | 9.44 | 15.73 | 18.88 | |||||||||||||||
Corn – R$ / bushel – July 2014 (CBOT) | 25.71 | 12.86 | 19.29 | 32.14 | 38.57 | |||||||||||||||
Corn – US$ / bushel – July 2014 (CBOT) | 5.36 | 2.68 | 4.02 | 6.69 | 8.03 | |||||||||||||||
2012 | ||||||||||||||||||||
Devaluation in US dollar | Appreciation in US dollar | |||||||||||||||||||
Probable scenario | Scenario I – 50% | Scenario II – 25% | Scenario III – 25% | Scenario IV – 50% | ||||||||||||||||
Foreign exchange rate – R$ / US$ | 2.12 | 1.06 | 1.59 | 2.65 | 3.18 | |||||||||||||||
Foreign exchange rate – R$ / US$ | ||||||||||||||||||||
Soybean – US$ / bushel – November 2012 | 14.99 | 7.50 | 11.24 | 18.74 | 22.48 | |||||||||||||||
Soybean – R$ / bushel – March 2013 | 29.86 | 14.93 | 22.40 | 37.33 | 44.79 | |||||||||||||||
Soybean – US$ / bushel – May 2013 | 14.22 | 7.11 | 10.67 | 17.78 | 21.33 | |||||||||||||||
Soybean – R$ / bushel – July 2013 | 29.90 | 14.95 | 22.42 | 37.38 | 44.85 | |||||||||||||||
Soybean – US$ / bushel – July 2013 | 14.16 | 7.08 | 10.62 | 17.70 | 21.24 | |||||||||||||||
Corn – R$ / bushel – July 2013 | 14.45 | 7.23 | 10.84 | 18.06 | 21.68 | |||||||||||||||
Corn – R$ / bushel – September 2012 | 25.80 | 12.90 | 19.35 | 32.25 | 38.70 | |||||||||||||||
Corn – US$ / bushel – September 2012 | 6.60 | 3.30 | 4.95 | 8.25 | 9.90 | |||||||||||||||
2011 | ||||||||||||||||||||
Devaluation in US dollar | Appreciation in US dollar | |||||||||||||||||||
Probable scenario | Scenario I – 50% | Scenario II – 25% | Scenario III – 25% | Scenario IV – 50% | ||||||||||||||||
Foreign exchange rate – R$ / US$ | 1.60 | 1.07 | 1.28 | 2.00 | 2.40 | |||||||||||||||
Soybean – R$ / bushel – July 2012 | 13.14 | 8.76 | 10.51 | 16.43 | 19.71 | |||||||||||||||
Soybean – US$ / bushel – November 2012 | 12.94 | 8.63 | 10.35 | 16.18 | 19.41 | |||||||||||||||
Soybean – R$ / bushel – July 2012 | 25.49 | 16.99 | 20.39 | 31.86 | 38.24 | |||||||||||||||
Corn – US$ / bushel – September 2011 | 27.88 | 18.59 | 22.30 | 34.85 | 41.82 |
F-48
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5. | Financial risk management (Continued) |
5.8. | Estimate of fair value of derivative financial instruments (Continued) |
a)Sensitivity analysis (Continued)
The table below discloses, for each situation, the effect on the change in the estimated fair value at June 30, 2013 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 discloses in the other lines.
This sensitivity analysis aims to measure the impact of variable market changes on the aforementioned financial instruments of the Group, 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.
F-49
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5. | Financial risk management (Continued) |
5.8. | Estimate of fair value of derivative financial instruments (Continued) |
a)Sensitivity analysis (Continued)
2013 | ||||||||||||||||||||||||||||||
Operation | Risk | Sensitivity analysis | Position | |||||||||||||||||||||||||||
(a) | Low | High | Maturity | |||||||||||||||||||||||||||
| Probable scenario | | | Scenario I–25% | |
| Scenario II–50% |
| | Scenario III–25% | | | Scenario IV–50% | | Amount | Measurement unit | ||||||||||||||
Derivative | SOYBEAN | – | 31,003 | 15,551 | (15,386 | ) | (30,988 | ) | (1,021 | ) | thousand bags of soybean | aug/13 to jul/14 | ||||||||||||||||||
CORN | – | 1,602 | 801 | (801 | ) | (1,602 | ) | (114 | ) | thousand bags of corn | jul/14 | |||||||||||||||||||
USD | – | 12 | (1,179 | ) | 661 | 91 | (1.461 | ) | US$‘000 | jul/13 to jul/14 | ||||||||||||||||||||
2012 | ||||||||||||||||||||||||||||||
Operation | Risk | Sensitivity analysis | ||||||||||||||||||||||||||||
Low | High | Maturity | ||||||||||||||||||||||||||||
| Probable scenario | | | Scenario I–25% | |
| Scenario II–50% |
| | Scenario III–25% | | | Scenario IV–50% | | Amount | Measurement unit | ||||||||||||||
Derivative | SOYBEAN | (3,866 | ) | (44,465 | ) | (24,166 | ) | 16,433 | 36,732 | (1,247 | ) | thousand bags of soybean | nov/12 to jul/13 | |||||||||||||||||
CORN | (1,289 | ) | (7,061 | ) | (3,837 | ) | 2,609 | 5,832 | (407 | ) | thousand bags of corn | ago/12 a jun/13 | ||||||||||||||||||
USD | (3,269 | ) | (37,600 | ) | (20,434 | ) | 13,895 | 31,060 | (31,833 | ) | US$‘000 | jul/12 to jul/13 | ||||||||||||||||||
Debt for purchase of farm | (101 | ) | (1,165 | ) | (633 | ) | 431 | 962 | (983 | ) | dec/12 | |||||||||||||||||||
2011 | ||||||||||||||||||||||||||||||
Operation | Risk | Sensitivity analysis | ||||||||||||||||||||||||||||
Low | High | Maturity | ||||||||||||||||||||||||||||
| Probable scenario | | | Scenario I–25% | |
| Scenario II–50% |
| | Scenario III–25% | | | Scenario IV–50% | | Amount | Measurement unit | ||||||||||||||
Derivative | SOYBEAN | (2,677 | ) | (18,308 | ) | (33,938 | ) | 18,308 | 33,938 | 1,097 | thousand bags of soybean | nov/11 to nov/12 | ||||||||||||||||||
CORN | (539 | ) | (1,602 | ) | (2,665 | ) | 1,602 | 2,665 | 153 | thousand bags of corn | sep/11 | |||||||||||||||||||
USD | 4,376 | (7,374 | ) | (19,124 | ) | 7,374 | 19,124 | 29,375 | US$‘000 | jul/11 to jul/12 | ||||||||||||||||||||
Debt for purchase of farm | (45 | ) | (506 | ) | (967 | ) | 506 | 967 | 1,153 | dec/11 |
(a) | At June 30, 2013, the reference for the preparation of the Probable Scenario was the market prices for each one of the reference assets of derivative instruments held by the Group at the closing of this year. Since all these assets are inserted in competitive and open markets, the current market price is a satisfactory reference for the expected price of these assets. Accordingly, since the price of current market was the reference for calculation of both book value of derivatives and the Probable Scenario the result of the latter one is equal to zero. |
F-50
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.8. | Estimate of fair value of derivative financial instruments (Continued) |
a) | Sensitivity analysis (Continued) |
In addition, the Company presents in the table below the summary of possible scenarios for the following 12 months (June 2013) of the Group’s loans and receivables. Reliable sources of indices disclosure were used for the rates used in the “probable scenario”.
(Amounts in thousands of R$) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
(*) annual average rates | Current | Scenario I – Probable | Scenario I – Possible | Scenario II – Remote | Scenario I – Possible | Scenario II – Remote | ||||||||||||||||||||||||||||||||||||||||||||||||
Risk | Classification | Description | 30-jun-13 | Decrease 25% | Decrease 50% | Increase 25% | Increase 50% | |||||||||||||||||||||||||||||||||||||||||||||||
CDI | Investment | Marketable securities – CDI | 8.00 | % | 104,040 | 9.25 | % | 1,815 | 6.00 | % | (2,075 | ) | 4.00 | % | (4,149 | ) | 10.00 | % | 2,075 | 12.00 | % | 4,149 | ||||||||||||||||||||||||||||||||
USD | Investment | Marketable securities – USD (Fed Funds) | 0.08 | % | 6,869 | 0.10 | % | 1 | 0.060 | % | (1 | ) | 0.040 | % | (3 | ) | 0.1000 | % | 1 | 0.120 | % | 3 | ||||||||||||||||||||||||||||||||
TJLP | Financing | Financng in TJLP – BNDES | 5.00 | % | 7,760 | 5.00 | % | – | 3.75 | % | (44 | ) | 2.50 | % | (89 | ) | 6.25 | % | 44 | 7.50 | % | 89 | ||||||||||||||||||||||||||||||||
NA | Financing | Rural Credit | 5.88 | % | 2,681 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||
NA | Financing | Constitutional Fund | 7.23 | % | 75,955 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||
NA | Financing | Working capital | 8.75 | % | 10,506 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||
NA | Financing | BNDES | 6.24 | % | 2,323 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||
NA | Debt | Farm payable | 0.00 | % | 3,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||
USD | Debt | Farm payable | 2.2156 | 2,163 | 2.35 | 131 | 1.66 | (541 | ) | 1.11 | (1,082 | ) | 2.77 | 541 | 3.32 | 1,082 | ||||||||||||||||||||||||||||||||||||||
IGPM | Debt | Farm payable | 4.84 | % | 17,645 | 5.26 | % | 74 | 3.63 | % | (214 | ) | 2.42 | % | (427 | ) | 6.05 | % | 214 | 7.26 | % | 427 | ||||||||||||||||||||||||||||||||
CDI | Debt | Farm payable | 8.00 | % | 23,841 | 9.50 | % | 358 | 6.00 | % | (477 | ) | 4.00 | % | (954 | ) | 10.00 | % | 477 | 12.00 | % | 954 | ||||||||||||||||||||||||||||||||
SOJA | Receivable | Receivables from Farms | 50.18 | 275,000 | 50.18 | – | 37.64 | (3,450 | ) | 25.09 | (6,900 | ) | 62.73 | 3,450 | 75.27 | 6,900 | ||||||||||||||||||||||||||||||||||||||
SOJA | Receivable | Recebíveis de Fazendas | 55.85 | 212,000 | 55.85 | – | 41.89 | (2,960 | ) | 27.93 | (5,920 | ) | 69.81 | 2,960 | 83.775 | 5,920 | ||||||||||||||||||||||||||||||||||||||
SOJA | Receivable | Receivables from Farms | 55.85 | 811,333 | 55.85 | – | 42 | -11,328 | 28 | -22,656 | 70 | 11,328 | 84 | 22,656 |
b) | Credit risk |
Credit risk refers to the risk of the noncompliance by a counterparty of its contractual obligations, leading the Group to incur possible financial losses. The risk to which the Group is exposed arises from the possibility of not recovering the amounts receivable for the sale of sugarcane, grains, sale of farms and for the leasing of land.
To reduce credit risk in the commercial transactions, the Group adopts the practice of defining credit limits and to constantly monitoring outstanding balances.
Currently, management does not expect losses due to the default of its counterparties and has no significant exposure to any individual counterparty.
F-51
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.8. | Estimate of fair value of derivative financial instruments(Continued) |
c) | Liquidity risk |
The prudent management of liquidity risk includes the maintenance of sufficient cash and short-term investments to comply with its financial commitments, due to the mismatch of term or volume between the estimated receivables and payables.
The exceeding cash is mainly invested in our wholly-owned FIM Guardian investment fund, classified as a multi-market investment fund, managed by BTG Pactual S.A. bank. The fund has a clear investment policy, with limits to risk concentration.
The table below shows the Group’s financial liabilities by maturity date based on the remaining period as of the balance sheet date up to the contract maturity date. The amounts disclosed in the table are the undiscounted contractual cash flows and include interest, in addition to the net derivative financial instruments, whose fair value is disclosed. With respect to payables for the purchase of farms all amounts due at June 30, 2013, June 30, 2012 and June 30, 2011 are payable upon the fulfillment of certain conditions precedent by the sellers. As a result its payment date cannot be determined and has been considered payable on demand in the table below. Further, no interest or other financial charges have been considered.
Less than one year | From one to two years | From three to five years | Above five years | Total | ||||||||||||||||
Financial liabilities | ||||||||||||||||||||
At June 30, 2011 | ||||||||||||||||||||
Trade payables | 2,435 | 2,435 | ||||||||||||||||||
Derivatives | 2,918 | 2,918 | ||||||||||||||||||
Loans and financing | 39,632 | 18,135 | 28,662 | 17,580 | 104,009 | |||||||||||||||
Acquisitions payable | 57,521 | 57,521 | ||||||||||||||||||
At June 30, 2012 | ||||||||||||||||||||
Trade payables | 4,151 | 4,151 | ||||||||||||||||||
Derivatives | 8,307 | 10,209 | 18,516 | |||||||||||||||||
Loans and financing | 45,456 | 27,923 | 22,376 | 13,297 | 109,052 | |||||||||||||||
Acquisitions payable | 40,858 | 40,858 | ||||||||||||||||||
At June 30, 2013 | ||||||||||||||||||||
Trade payables | 7,777 | 7,777 | ||||||||||||||||||
Derivatives | 2,860 | 1,140 | 4,000 | |||||||||||||||||
Loans and financing | 44,839 | 29,749 | 13,630 | 22,299 | 110,517 | |||||||||||||||
Acquisitions payable | 43,650 | 43,650 |
F-52
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.9. | Capital management |
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for stockholders and benefits for other stakeholders. In addition management aims to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to stockholders, return capital to stockholders, issue new shares or sell assets to reduce, for example, debt.
Consistent with others in the industry, the Group monitors capital on the basis of the leverage ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total loans and financing (including “current and non-current loans and financing” as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as equity as shown in the consolidated balance sheet plus net debt.
According to the table above the Group presents net debt of loans, acquisitions payable and trade payables.
2013 | 2012 | 2011 | ||||||||||
Total loans | 101,853 | 94,361 | 93,335 | |||||||||
Total acquisitions payable | 43,650 | 40,858 | 57,521 | |||||||||
Total trade payables | 7,777 | 4,151 | 2,435 | |||||||||
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|
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| |||||||
153,280 | 139,370 | 153,291 | ||||||||||
Less: cash and cash equivalents | (75,694 | ) | (67,464 | ) | (135,615 | ) | ||||||
Less: marketable securities | (27,232 | ) | (23,197 | ) | (21,262 | ) | ||||||
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|
|
|
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| |||||||
(102,926 | ) | (90,661 | ) | (156,877 | ) | |||||||
Net cash (debt) | (50,354 | ) | (48,709 | ) | 3,586 | |||||||
|
|
|
|
|
| |||||||
Total equity | 586,985 | 558,968 | 576,923 | |||||||||
|
|
|
|
|
| |||||||
Total share capital | 637,339 | 607,677 | 573,337 | |||||||||
|
|
|
|
|
| |||||||
(8% | ) | (8% | ) | 1% |
F-53
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.10. | Fair value estimation |
The carrying values (less impairment provision) of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
The Group adopted IFRS 7 for financial instruments that are measured in the balance sheet at fair value; this requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
• | Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1) |
• | Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). |
• | Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). |
The following table presents the Group’s assets and liabilities that are measured at fair value at June 30:
2013 | 2012 | 2011 | ||||||||||||||||||||||
Consolidated – R$ thousands | Level 2 | Total | Level 2 | Total | Level 2 | Total | ||||||||||||||||||
Financial Assets | ||||||||||||||||||||||||
Current assets | ||||||||||||||||||||||||
Cash equivalents | 75,694 | 75,694 | 67,464 | 67,464 | 135,615 | 135,615 | ||||||||||||||||||
Marketable securities | 9,244 | 9,244 | – | – | – | – | ||||||||||||||||||
Derivative financial instruments | 17,081 | 17,081 | 4,327 | 4,327 | 5,386 | 5,386 | ||||||||||||||||||
Trade receivables | 131,102 | 131,102 | 60,655 | 60,655 | 25,971 | 25,971 | ||||||||||||||||||
Non current | ||||||||||||||||||||||||
Marketable securities | 17,988 | 17,988 | 23,197 | 23,197 | 23,197 | 23,197 | ||||||||||||||||||
Derivative financial instruments | 1,714 | 1,714 | – | – | – | – | ||||||||||||||||||
Account receivables | 33,729 | 33,729 | 12,759 | 12,759 | 2,936 | 2,936 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 286,552 | 286,552 | 168,402 | 168,402 | 193,105 | 193,105 | ||||||||||||||||||
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F-54
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.10. | Fair value estimation(Continued) |
2013 | 2012 | 2011 | ||||||||||||||||||||||
Consolidated – R$ thousands | Level 2 | Total | Level 2 | Total | Level 2 | Total | ||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Current | ||||||||||||||||||||||||
Trade payables | 7,777 | 7,777 | 4,151 | 4,151 | 2,435 | 2,435 | ||||||||||||||||||
Loans and financing | 44,929 | 44,929 | 43,067 | 43,067 | 37,899 | 37,899 | ||||||||||||||||||
Derivative financial instruments | 2,860 | 2,860 | 8,307 | 8,307 | 2,918 | 2,918 | ||||||||||||||||||
Acquisitions payable | 43,650 | 43,650 | 40,858 | 40,858 | 57,521 | 57,521 | ||||||||||||||||||
Non current | ||||||||||||||||||||||||
Loans and financing | 56,924 | 56,924 | 51,294 | 51,294 | 55,436 | 55,436 | ||||||||||||||||||
Derivative financial instruments | 1,140 | 1,140 | 10,209 | 10,209 | – | – | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 157,280 | 157,280 | 157,886 | 157,886 | 156,209 | 156,209 | ||||||||||||||||||
|
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|
|
|
|
|
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|
|
|
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F-55
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5. | Financial risk management (Continued) |
5.11. | Consolidated financial instruments by categories |
Below is the classification of financial instruments by category:
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||||||
Consolidated – | Note | Loans and receivables | Available for sale | Derivatives used for economic hedge | Total | Fair value | Loans and receivables | Available for sale | Derivatives used for economic hedge | Total | Fair value | |||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||||||||||||||
Cash equivalents | 62,954 | — | — | 62,954 | 62,954 | 55,283 | — | — | 55,283 | 55,283 | ||||||||||||||||||||||||||||||||||
Marketable securities | — | 9,244 | — | 9,244 | 9,244 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Trade receivables | 119,681 | — | — | 119,681 | 119,681 | 51,210 | — | — | 51,210 | 51,210 | ||||||||||||||||||||||||||||||||||
Receivable from sale of farm | 5.b | 11,421 | — | — | 11,421 | 11,421 | 9,445 | — | — | 9,445 | 9,445 | |||||||||||||||||||||||||||||||||
Transactions with derivatives | 5.b | — | — | 17,081 | 17,081 | 17,081 | — | — | 4,327 | 4,327 | 4,327 | |||||||||||||||||||||||||||||||||
— | — | |||||||||||||||||||||||||||||||||||||||||||
Non current | — | — | ||||||||||||||||||||||||||||||||||||||||||
Marketable securities | 17,988 | — | — | 17,988 | 17,988 | 23,197 | — | — | 23,197 | 23,197 | ||||||||||||||||||||||||||||||||||
Receivable from sale of farm | 5.b | 33,729 | — | — | 33,729 | 33,729 | 12,759 | — | — | 12,759 | 12,759 | |||||||||||||||||||||||||||||||||
Transactions with derivatives | — | — | 1,714 | 1,714 | 1,714 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total | 245,773 | 9,244 | 18,795 | 273,812 | 273,812 | 151,894 | — | 4,327 | 156,221 | 156,221 | ||||||||||||||||||||||||||||||||||
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|
|
|
|
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|
|
2011 | ||||||||||||||||||||||||
Consolidated – thousands R$ | Note | Loans and receivables | Available for sale | Derivatives used for economic hedge | Total | Fair value | ||||||||||||||||||
Assets | ||||||||||||||||||||||||
Current | ||||||||||||||||||||||||
Cash equivalents | 131,961 | — | — | 131,961 | 131,961 | |||||||||||||||||||
Trade receivables | 22,942 | — | — | 22,942 | 22,942 | |||||||||||||||||||
Receivable from sale of farm | 5.b | 3,029 | — | — | 3,029 | 3,029 | ||||||||||||||||||
Transactions with derivatives | 5.b | — | — | 5,386 | 5,386 | 5,386 | ||||||||||||||||||
— | — | |||||||||||||||||||||||
Non current | — | — | ||||||||||||||||||||||
Marketable securities | 21,262 | — | — | 21,262 | 21,262 | |||||||||||||||||||
Receivable from sale of farm | 5.b | 2,936 | — | — | 2,936 | 2,936 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total | 182,130 | — | 5,386 | 187,516 | 187,516 | |||||||||||||||||||
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F-56
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5. | Financial risk management (Continued) |
5.11. | Consolidated financial instruments by categories(Continued) |
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidated – thousands R$ | Note | Loans and receivables | Designated at fair value through profit or loss | Derivatives used for economic hedge | Financial liabilities at amortized cost | Total | Fair value | Loans and receivables | Designated at fair value through profit or loss | Derivatives used for economic hedge | Financial liabilities at amortized cost | Total | Fair value | |||||||||||||||||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Trade payables | 7,777 | — | — | — | 7,777 | 7,777 | 4,151 | — | — | — | 4,151 | 4,151 | ||||||||||||||||||||||||||||||||||||||||
Loans and financing | — | — | — | 44,929 | 44,929 | 44,929 | — | — | — | 43,067 | 43,067 | 43,067 | ||||||||||||||||||||||||||||||||||||||||
Transactions with derivatives | 5.b | — | — | 2,860 | — | 2,860 | 2,860 | — | — | 8,307 | — | 8,307 | 8,307 | |||||||||||||||||||||||||||||||||||||||
Acquisitions payable | — | 43,650 | — | — | 43,650 | 43,650 | — | 40,858 | — | — | 40,858 | 40,858 | ||||||||||||||||||||||||||||||||||||||||
— | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Non current | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loans and financing | — | — | — | 56,924 | 56,924 | 56,924 | — | — | — | 51,294 | 51,294 | 51,294 | ||||||||||||||||||||||||||||||||||||||||
Transactions with derivatives | 5.b | — | — | 1,140 | — | 1,140 | 1,140 | — | — | 10,209 | — | 10,209 | 10,209 | |||||||||||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||
Total | 7,777 | 43,650 | 4,000 | 101,853 | 157,280 | 157,280 | 4,151 | 40,858 | 18,516 | 94,361 | 157,886 | 157,886 | ||||||||||||||||||||||||||||||||||||||||
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F-57
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
5 | Financial risk management (Continued) |
5.11. | Consolidated financial instruments by categories(Continued) |
2011 | ||||||||||||||||||||||||||||
Consolidated – thousands R$ | Note | Loans and receivables | Designated at fair value through profit or loss | Derivatives used for economic hedge | Financial liabilities at amortized cost | Total | Fair value | |||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||
Trade payables | 2,435 | — | — | — | 2,435 | 2,435 | ||||||||||||||||||||||
Loans and financing | — | — | — | 37,899 | 37,899 | 37,899 | ||||||||||||||||||||||
Transactions with derivatives | 5.b | — | — | 2,918 | — | 2,918 | 2,918 | |||||||||||||||||||||
Acquisitions payable | — | 57,521 | — | — | 57,521 | 57,521 | ||||||||||||||||||||||
Non current | ||||||||||||||||||||||||||||
Loans and financing | — | — | — | 55,436 | 55,436 | 55,436 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total | 2,435 | 57,521 | 2,918 | 93,335 | 156,209 | 156,209 | ||||||||||||||||||||||
|
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|
|
|
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|
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|
|
The model and assumptions used in the determination of fair value represent management’s best estimate and are reviewed at each presentation of annual information and adjusted, where necessary.
F-58
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
6. | Cash and cash equivalents and marketable securities |
6.1. | Cash and cash equivalents |
2013 | 2012 | 2011 | ||||||||||
Cash and banks | 12,740 | 12,181 | 3,654 | |||||||||
Repurchase agreements | 51,894 | 20,135 | 43,191 | |||||||||
Time deposits in Brazilian banks | 11,060 | 35,148 | 88,770 | |||||||||
|
|
|
|
|
| |||||||
75,694 | 67,464 | 135,615 | ||||||||||
|
|
|
|
|
|
The terms of time deposits and repurchase agreements held at June 30, 2013, 2012 and 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 on demand deposits and agreements, despite having a final 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 provide depository, custodian and trading services) which range between 98% and 103.5% of the daily CDI as of June 30, 2012 and on June 30, 2013 range between 99% and 103%.
6.2. | Marketable securities |
2013 | 2012 | 2011 | ||||||||||
Quotas of exclusive funds | 9,244 | — | — | |||||||||
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|
|
| |||||||
9,244 | — | — | ||||||||||
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F-59
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
7. | Derivative financial instruments |
R$ | ||||||||||||||||||||||||||
2013 | ||||||||||||||||||||||||||
Risk | Maturity | Outstanding derivative instruments | Counter party | Receivable | Payable | Total Net balance | Volume/ position Amount (‘000) | Unit | ||||||||||||||||||
Currency US$ | July-13 | BM&F/NDF | Banks | 2,290 | (2,076 | ) | 214 | 27,375 | US$ | |||||||||||||||||
Currency US$ | March-14 | NDF | Banks | — | (784 | ) | (784 | ) | (5,288 | ) | US$ | |||||||||||||||
Currency US$ | June-14 | NDF | Banks | 110 | — | 110 | 983 | US$ | ||||||||||||||||||
Currency US$ | July -14 | NDF | Banks | — | (508 | ) | (508 | ) | (12,137 | ) | US$ | |||||||||||||||
Currency US$ | July -14 | Options | Banks | (632 | ) | (632 | ) | (12,394 | ) | |||||||||||||||||
Current | 2,400 | (2,860 | ) | (460 | ) | 23,070 | US$ | |||||||||||||||||||
Non-current | — | (1,140 | ) | (1,140 | ) | (24,531 | ) | US$ | ||||||||||||||||||
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|
|
|
|
|
| |||||||||||||||||
Total Risk with Currency US$ | 2,400 | (4,000 | ) | (1,600 | ) | (1,461 | ) | US$ | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Commodities: | ||||||||||||||||||||||||||
Soybean CBOT | August-13 | Derivatives - Soybean | Trading Companies/ Banks/CBOT | 12 | — | 12 | (29 | ) | bags | |||||||||||||||||
Soybean CBOT | May-14 | Derivatives - Soybean | Trading Companies/ Banks /CBOT | 598 | — | 598 | (181 | ) | bags | |||||||||||||||||
Soybean CBOT | July -14 | Derivatives - Soybean | Trading Companies/ Banks /CBOT | 1,058 | — | 1,058 | (606 | ) | bags | |||||||||||||||||
Corn CBOT | July -14 | Derivatives Corn | Trading Companies/ Banks /CBOT | 254 | — | 254 | (114 | ) | bags | |||||||||||||||||
Soybean CBOT | July -14 | Options | Trading Companies/ Banks /CBOT | 402 | — | 402 | (204 | ) | bags | |||||||||||||||||
bags | ||||||||||||||||||||||||||
Current | 610 | — | 610 | (210 | ) | bags | ||||||||||||||||||||
Non-current | 1,714 | — | 1,714 | (924 | ) | bags | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total risk withcommodities | 2,324 | — | 2,324 | (1,134 | ) | Bags | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Tot al risks | 4,724 | (4,000 | ) | 724 | N,A, | |||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||
Margin value | 14,071 | — | 14,071 | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||
Current | 17,081 | (2,860 | ) | |||||||||||||||||||||||
Non-current | 1,714 | (1,140 | ) | |||||||||||||||||||||||
Result from Derivatives | 16,043 | (21,006 | ) |
F-60
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
7. | Derivative financial instruments(Continued) |
R$ | ||||||||||||||||||||||||||||||
2012 | ||||||||||||||||||||||||||||||
Risk | Maturity | Strategy | Outstanding instruments | Counter | Receivable | Payable | Total Net balance | Volume/ position Amount (‘000) | Unit | |||||||||||||||||||||
Currency US$ | July-12 | (ii) | NDF | Local banks | — | (6,928 | ) | (6,928 | ) | (11,030 | ) | US$ | ||||||||||||||||||
Currency US$ | August-12 | (ii) | NDF | Local banks | 173 | (31 | ) | 142 | 2,592 | US$ | ||||||||||||||||||||
Currency US$ | December-12 | (i) | NDF | Local banks | 68 | — | 68 | 983 | US$ | |||||||||||||||||||||
Currency US$ | April-13 | (ii) | NDF | Local banks | — | (236 | ) | (236 | ) | (2,183 | ) | US$ | ||||||||||||||||||
Currency US$ | July -13 | (ii) | NDF | Local banks | — | (343 | ) | (343 | ) | (9,945 | ) | US$ | ||||||||||||||||||
Currency US$ | July -12 | (ii) | BMF | Local banks | — | (769 | ) | (769 | ) | (12,250 | ) | US$ | ||||||||||||||||||
Option | July -13 | (ii) | Option | Local banks | — | (196 | ) | (196 | ) | — | US$ | |||||||||||||||||||
Currency US$ | July -13 | (ii) | Option of USD | International Trading Companies | — | (37 | ) | (37 | ) | — | US$ | |||||||||||||||||||
Current | 241 | (8,307 | ) | (8,066 | ) | (31,833 | ) | |||||||||||||||||||||||
Non current | — | (233 | ) | (233 | ) | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total Risk with currency US$ | 241 | (8,540 | ) | (8,299 | ) | (31,833 | ) | US$ | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Commodities | ||||||||||||||||||||||||||||||
Soybean | July -13 | (ii) | Derivatives Soybean (a) | International Trading Companies | — | (7,660 | ) | (7,660 | ) | (1,247 | ) | bags | ||||||||||||||||||
Corn | August-12 | (ii) | NDF Corn | Local banks | 68 | — | 68 | — | bags | |||||||||||||||||||||
Corn | July -13 | (ii) | Derivatives Corn (a) | International Trading Companies | — | (2,316 | ) | (2,316 | ) | (406 | ) | bags | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Current | 68 | — | 68 | (1,653 | ) | |||||||||||||||||||||||||
Non current | — | (9,976 | ) | (9,976 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total risk withcommodities | 68 | (9,976 | ) | (9,908 | ) | (1,653 | ) | bags | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total Risk | 309 | (18,516 | ) | (18,207 | ) | |||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Margin | Margin value | 4,018 | — | — | ||||||||||||||||||||||||||
Current | 4,327 | (8,307 | ) | — | ||||||||||||||||||||||||||
Non current | — | (10,209 | ) | — | ||||||||||||||||||||||||||
Result from Derivatives | 386 | (19,694 | ) | — |
F-61
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
7. | Derivative financial instruments(Continued) |
R$ | ||||||||||||||||||||||||||||
2011 | ||||||||||||||||||||||||||||
Risk | Maturity | Strategy | Outstanding instruments | Counter | Receivable | Payable | Total Net balance | Volume/ position Amount (‘000) | Unit | |||||||||||||||||||
Currency US$ | December-11 | (i) | NDF | Local banks | — | (493 | ) | (493 | ) | 1,153 | US$ | |||||||||||||||||
Currency US$ | July-11 | (ii) | NDF | Local banks | 1,844 | — | 1,844 | (8,051 | ) | US$ | ||||||||||||||||||
Currency US$ | July-12 | (ii) | NDF | Local banks | 202 | — | 202 | (6,227 | ) | US$ | ||||||||||||||||||
Currency US$ | August-11 | (ii) | BM&F | Local banks | 697 | — | 697 | (16,250 | ) | US$ | ||||||||||||||||||
— | — | |||||||||||||||||||||||||||
Current | 2,743 | (493 | ) | 2,250 | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total Risk with currency US$ | 2,743 | (493 | ) | 2,250 | (29,375 | ) | US$ | |||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Commodities | ||||||||||||||||||||||||||||
Soybean | 2012 | (ii) | OTC soybean | International Trading Companies | — | (2,425 | ) | (2,425 | ) | (1,097 | ) | sacks | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Current | — | (2,425 | ) | (2,425 | ) | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total risk with commodities | — | (2,918 | ) | (175 | ) | (1,653 | ) | sacks | ||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total Risk | 2,743 | (2,918 | ) | (175 | ) | |||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||
Margin | Margin value | 2,643 | — | — | ||||||||||||||||||||||||
Current | 5,386 | (10,469 | ) | — | ||||||||||||||||||||||||
Result from Derivatives | 1,172 | (4,552 | ) | — |
F-62
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
7. | Derivative financial instruments(Continued) |
The Group 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.
The margin deposits in transactions with derivatives refer to the so called margins by counter parties in transactions with derivative instruments.
At June 30, 2012 there were financial instruments denominated as an “accumulator”. The accumulator, refers to a future sale at a contractually established price in which the volume sold (notional) depends on the commodity quotation daily noticed over the term of the contract. 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 determined daily based on the Market quotation of the commodity on a specified day: (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. At June 30, 2013 there are no contracts with characteristics of accumulator.
Due to the variation in the volume sold at June 30,2013 and June 30, 2012 the 2012/2013 and 2013/2014 harvest volume for which commodities derivatives were contracted may vary as indicated below:
Unaudited | ||||||||||
06/30/2012 | % of production volume | |||||||||
% minimum | % maximum | |||||||||
Soybean | 33.80 | % | 62.50 | % | ||||||
Corn | 7.00 | % | 45.00 | % | ||||||
12/31/2012 | % of production volume | |||||||||
% minimum | % maximum | |||||||||
Soybean | 48.9 | % | 64, | % | ||||||
Corn | 12.2 | % | 30.5 | % | ||||||
03/31/2013 | % of production volume | |||||||||
% minimum | % maximum | |||||||||
Soybean | 76.3 | % | 85.7 | % | ||||||
Corn | 31.9 | % | 44.7 | % |
F-63
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
7. | Derivative financial instruments(Continued) |
Harvest 12/13
06/30/2013 | % of production volume expected with economic derivative contracted | |||||||||
% minimum | % maximum | |||||||||
Soybean | 99.20 | % | 99.20 | % | ||||||
Corn | 86.40 | % | 86.40 | % |
Harvest 13/14
06/30/2013 | % of production volume expected with economic derivative contracted | |||||||||
% minimum | % maximum | |||||||||
Soybean | 45.60 | % | 45.60 | % | ||||||
Corn | 7.80 | % | 7.80 | % |
Trading derivative financial instruments are classified as current assets or liabilities. Fair values of hedge derivative financial instruments used are classified as non-current assets or liabilities if the remaining maturity of the hedged item is over 12 months, and as current assets or liabilities if the maturity of the hedged item is less than 12 months.
8. | Trade accounts receivable |
2013 | 2012 | 2011 | ||||||||||
Sale of sugarcane (b) | 11,273 | 3,207 | 5,593 | |||||||||
Sale of grains (c) | 87,937 | 48,270 | 16,857 | |||||||||
Lease of land | 1,424 | 685 | 492 | |||||||||
Sale of machinery | 1,048 | — | — | |||||||||
Sale of farms (d) | 31,218 | 9,445 | 3,029 | |||||||||
|
|
|
|
|
| |||||||
132,900 | 61,607 | 25,971 | ||||||||||
|
|
|
|
|
| |||||||
Allowance for doubtful accounts (a) | (1,798 | ) | (952 | ) | — | |||||||
|
|
|
|
|
| |||||||
Total current | 131,102 | 60,655 | 25,971 | |||||||||
|
|
|
|
|
| |||||||
Sale of machinery | 830 | — | — | |||||||||
Sale of farms (d) | 32,899 | 12,759 | 2,936 | |||||||||
|
|
|
|
|
| |||||||
Total non current | 33,729 | 12,759 | 2,936 | |||||||||
|
|
|
|
|
|
F-64
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
8. | Trade accounts receivable(Continued) |
(a) | Changes in the allowance for doubtful accounts |
At June 30, 2011 | ||||
Constitution of provision | 952 | |||
At June 30, 2012 | 952 | |||
|
| |||
Constitution of provision | 4,766 | |||
Disposal or reversal | (3,920 | ) | ||
|
| |||
At June 30, 2013 | 1,798 | |||
|
|
The estimated losses in allowance for doubtful accounts were recorded as selling expenses in the income statement. When the efforts to recover the trade accounts receivable are exhausted, the related amounts are written-off from the allowance for estimated losses in doubtful accounts.
2013 | 2012 | 2011 | ||||||||||
Falling due: | ||||||||||||
Up to 30 days | 92,237 | 15,389 | 17,975 | |||||||||
31 to 90 days | 87 | 32,885 | 2,615 | |||||||||
91 to 180 days | 3,977 | 1,218 | 529 | |||||||||
181 to 360 days | 32,166 | 10,181 | 2,936 | |||||||||
Over 360 days | 33,729 | 12,759 | — | |||||||||
Past due: | ||||||||||||
Up to 30 days | 2,517 | 468 | 2,503 | |||||||||
31 to 90 days | 119 | 75 | 599 | |||||||||
91 to 180 days | 149 | 345 | 864 | |||||||||
181 to 360 days | 1,648 | 146 | 886 | |||||||||
Over 360 days | — | 900 | — | |||||||||
|
|
|
|
|
| |||||||
166,629 | 74,366 | 28,907 | ||||||||||
|
|
|
|
|
|
(b) | Sale of sugarcane |
The receivables refer to the sale of sugarcane to ETH Bioenergia (“ETH”).
(c) | Sale of grains |
The receivables from sale of grains refer primarily to the sale of soybean to Bunge, Multigrain and Mundo dos Cereais. The allowance for doubtful accounts is obtained through default analysis on an individual basis by client and the amounts charged to the account of provision are usually written-off when there is no expectation of recovery of resources.
F-65
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
8. | Trade accounts receivable(Continued) |
(d) | Receivables from sale of farm |
(i) | São Pedro Farm |
On September 28, 2011, the Company sold Sao Pedro Farm, located in the municipality of Chapadão do Céu, State of Goias. The farm was acquired in September 2006 with total amount invested in acquisition and development of R$ 10,304, and a total declared area of 2,447 hectares, of which 1,724 hectares are ready for agricultural purposes. The sale price is equivalent to 580,000 bags of soybeans equivalent or R$23,291. This sale was part of the Company’s business strategy, which aims at 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.
In September 2011,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), in March 2013. The remaining amount of R$18,453 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 amount recorded relating to adjustment to present value for the year ended June 30, 2013 is R$842 (June 30, 2012 – R$956).The remaining balance in the amount of 277,500 bags of soybean, shall be paid in three installments, at March 30 , 2014, 2015 and 2016, in the amount equivalent to 92,500 bags of soybean each.
F-66
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
8. | Trade accounts receivable(Continued) |
(d) | Receivables from sale of farm (Continued) |
(ii) | Horizontina farm |
Horizontina farm located in the municipality of Tasso Fragoso, State of Maranhão has an area of 14,359 hectares and was acquired on March 10, 2010 by the subsidiary Imobiliária Ceibo for R$37,749. On October 10, 2012, the Company announced an agreement to sell Horizontina Farm 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. The remaining balance of accounts receivable of R$3,000 shall be received through the fulfillment of certain preceding conditions. The Company recorded gain from the sale of Horizontina farm in the amount of R$22,083. Up to June 30, 2013, the Company invested in the property the amount of R$15,168 (net of accumulated depreciation) for infrastructure improvements.
(iii) | Araucária Farm |
Araucária farm is located in the municipality of Mineiros, State of Goiás, with an area of 9,682 hectares, was acquired by the Company in 2007. On April 25, 2013 the Company sold 394 hectares of Araucária Farm, of which 310 hectares suitable for cultivation purposes. After the sale, the remaining 9,288 hectares of Araucária farm has approximately 6,895 hectares that are suitable for cultivation purposes.
The sales amount in reais was equivalent to 248,000 bags of soybean (800 bags per plantable hectare), equivalent to R$ 10,325 and was acquired for the amount of R$3,888. The purchaser paid an initial amount of R$1,728, equivalent to 36,000 bags of soybean. In August 2013 the Company received the first installment in the amount of R$2,053, equivalent to 36,000 bags of soybean and the remaining balance shall be paid in six semiannual installments in the amount equivalent to 36,000 bags of soybean, and the last one, against the grant of the deed, in August 2016 for an amount equivalent to 25,000 bags of soybean. The Company recorded a gain from the sale of Araucária farm in the amount of R$6,437.
F-67
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
8. | Trade accounts receivable(Continued) |
(d) | Receivables from sale of farm (Continued) |
(iv) | Cremaq Farm |
Cremaq Farm with area of 32,702 hectares, is located in the municipality of Ribeiro Gonçalves, State of Piauí and was acquired by the Company in 2007. On May 10, 2013, the Company sold an area of 4,895 hectares of Cremaq farm, of which 3,201 are suitable for cultivation purposes. After the sale the farm has a total area of 27,807 hectares remaining, of which approximately 21,823 hectares are suitable for cultivation purposes.
The sales amount in reais was equivalent to 901,481 bags of soybean (359 bags per agriculturable hectare), equivalent to R$37,388, and was acquired for the amount of R$6,340. Investments made amounted to R$4,753, totaling the amount of R$11,093. The purchaser paid an initial amount of R$4,561, equivalent to 90,148 bags of soybean. On August 15, 2013, the Company received the first installment in the amount of R$4,294, equivalent to 67,611 bags of soybean and the remaining balance shall be paid in four semiannual installments, in the amount equivalent to 67,611 bags of soybean, and the last one, against the grant of the deed, in June 2016, in the amount equivalent to 117,193 bags of soybean. The Company recorded gain from the sale of Cremaq farm in the amount of R$26,295.
The breakdown of sales of farm is as follows:
2013 | 2012 | 2011 | ||||||||||
Amount from sale of farm | 122,713 | 23,291 | — | |||||||||
Residual value of the farm | (67,898 | ) | (10,304 | ) | — | |||||||
|
|
|
|
|
| |||||||
Gain from sale of farm(1) | 54,815 | 12,987 | — | |||||||||
|
|
|
|
|
|
(1) | The selling expenses amounting to 4,294 and 392 in 2013 and 2012, respectively, and are disclosed under “selling expenses”. |
Changes in present value
At June 30, 2012 | (22,204 | ) | ||
|
| |||
Additions | (53,288 | ) | ||
Receivables | 6,331 | |||
Realization of present value | 3,166 | |||
|
| |||
At June 30, 2013 | (65,995 | ) | ||
|
|
F-68
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
9. | Recoverable taxes |
2013 | 2012 | 2011 | ||||||||||
Withholding income tax on short-term investments to be offset—IRRF | 4,447 | 5,494 | 2,946 | |||||||||
Other taxes and contributions to be offset | 3,208 | 3,837 | 1,361 | |||||||||
|
|
|
|
|
| |||||||
Total current | 7,655 | 9,331 | 4,307 | |||||||||
|
|
|
|
|
| |||||||
State VAT recoverable—ICMS | 6,546 | 5,199 | 4,169 | |||||||||
State VAT recoverable on property, plant and equipment – ICMS | 430 | 514 | 439 | |||||||||
Non-cumulative taxes on sale Pis and Cofins to be offset | 8,462 | 5,355 | 6,795 | |||||||||
Withholding income tax on short-term investments – IRRF | 10,298 | 11,735 | 14,381 | |||||||||
|
|
|
|
|
| |||||||
Total noncurrent | 25,736 | 22,803 | 25,784 | |||||||||
|
|
|
|
|
|
The Group classifies as “non-current” tax credits arising from IRRF on financial investments and PIS and COFINS credits considering that the balance of these taxes is not expected to be fully used in the subsequent twelve month period, in which they are considered credits to offset in the long term when taxed in future operations in local market.
The Group filed with the Finance Secretariat—SEFAZof the State of Piauí a request with respect to the outstanding balance of ICMS in the amount of R$3,091 to be transferred to another establishment of another taxpayer in the same state, in order to pay the suppliers. Sefaz has partially accepted our request approving R$581 linking these credits to “sale for export purposes” in which it may be transferred, in relation to the difference requested, it shall be offset in the long term with future operations taxed by ICMS.
10. | Inventories |
2013 | 2012 | 2011 | ||||||||||
Agricultural products | 14,362 | 28,462 | 43,629 | |||||||||
|
|
|
|
|
| |||||||
Sugarcane | — | 2,238 | 3,744 | |||||||||
Soybean | 10,454 | 14,558 | 28,175 | |||||||||
Corn | 3,803 | 10,530 | 8,920 | |||||||||
Rice | — | 309 | 2,679 | |||||||||
Cotton | 105 | 737 | — | |||||||||
Other harvests | — | 90 | 111 | |||||||||
Inputs (i) | 9,016 | 12,535 | 18,332 | |||||||||
Advance to suppliers | 5,427 | 31,561 | 15,518 | |||||||||
|
|
|
|
|
| |||||||
28,805 | 72,558 | 77,479 | ||||||||||
|
|
|
|
|
|
At June 30, 2013 the balance of provision for realization of the recoverable amount of agricultural products is R$24 (R$3,260 in 2012).
F-69
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
11. | Biological assets |
Current | Non current | |||||||
Grains | Sugarcane | |||||||
At June 30, 2010 | 1,001 | 38,696 | ||||||
|
|
|
| |||||
Expenditures with plantation | 72,377 | 7,775 | ||||||
Fair value variation | 19,029 | 3,732 | ||||||
Harvest of agricultural | (91,072 | ) | (9,869 | ) | ||||
|
|
|
| |||||
At June 30, 2011 | 1,335 | 40,334 | ||||||
|
|
|
| |||||
Expenditures with plantation | 104,986 | 665 | ||||||
Fair value variation | (7,190 | ) | 6,773 | |||||
Harvest of agricultural | (95,020 | ) | (15,841 | ) | ||||
|
|
|
| |||||
At June 30, 2012 | 4,111 | 31,931 | ||||||
|
|
|
| |||||
Expenditures with plantation | 123,028 | 55,568 | ||||||
Fair value variation | (22,770 | ) | 25,059 | |||||
Harvest of agricultural | (103,168 | ) | (75,902 | ) | ||||
|
|
|
| |||||
At June 30, 2013 | 1,201 | 36,656 | ||||||
|
|
|
|
The expenditures with cultivation are substantially represented by the expenditures incurred with the formation of harvests such as: seeds, fertilizers, pesticides, depreciation and manpower used in the cultures.
The period of plantation and harvest of biological assets is as follows:
| Period from plantation to harvest | |||||||||||||
Unit | Location | Sugarcane | Soybean | Crop | Second crop corn | Rice | Cotton | |||||||
Cremaq Farm | Piauí | N/A | 25/10 to 30/05 | 25/11 to 30/06 | 01/02 to 30/08 | 15/12 to 15/05 | 30/11 to 30/08 | |||||||
Jatobá Farm | Bahia | N/A | 25/10 to 30/05 | 25/10 to 30/06 | N/A | Not Planted | 25/11 to 30/08 | |||||||
Alto Taquari Farm | Mato Grosso | 01/02 to 30/11 | 01/10 to 28/02 | 01/10 to 30/10 | N/A | Not Planted | N/A | |||||||
Araucária Farm | Goiás | 01/02 to 30/11 | 01/10 to 28/02 | 01/10 to 30/10 | N/A | Not Planted | N/A | |||||||
Chaparral Farm | Bahia | N/A | 01/11 to 30/05 | 25/10 to 05 / 12 | N/A | Not Planted | 25/11 to 30/08 | |||||||
Nova Buriti Farm | Minas Gerais | N/A | Not Planted/Harvested | N/A | N/A | Not Planted | N/A | |||||||
Preferência Farm | Bahia | N/A | Not Planted/Harvested | N/A | N/A | Not Planted | N/A | |||||||
Horizontina Farm | Maranhão | N/A | 05/11 to 30/05 | 25/11 to 30/06 | 05/02 to 30/08 | 15/12 to 15/05 | N/A | |||||||
Parceria I | Bahia | N/A | 25/10 to 30/05 | 25/10 to 30/06 | N/A | Not Planted | 25/11 to 30/08 |
12. | Restricted marketable securities |
Restatement index | 2013 | 2012 | 2011 | |||||||||||||
Non current | ||||||||||||||||
Banco do Nordeste (BNB) (a) | CDI | 17,988 | 3,061 | 2,770 | ||||||||||||
Banco Itaú BBA (b) | CDI | — | 20,136 | 18,492 | ||||||||||||
|
|
|
|
|
| |||||||||||
17,988 | 23,197 | 21,262 | ||||||||||||||
|
|
|
|
|
|
(a) | Securities were pledged as a guarantee to financing from Banco BNB, and should be held up to the end of effectiveness of the loan agreement 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 |
F-70
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
13. | Investment properties – noncurrent |
Land – Farms | Buildings and improvements | Opening of area | Total in operation | Construction in progress | Total investment properties | |||||||||||||||||||
At June 30, 2011 | ||||||||||||||||||||||||
Opening balance | 304,552 | 3,413 | 40,306 | 348,271 | 9,202 | 357,473 | ||||||||||||||||||
Acquisitions | 10 | 3,233 | 31,903 | 35,146 | — | 35,146 | ||||||||||||||||||
Disposals | — | — | — | — | — | — | ||||||||||||||||||
Transfers | — | 8,156 | — | 8,156 | (8,156 | ) | — | |||||||||||||||||
(-) Depreciation/amortization | — | (810 | ) | (8,122 | ) | (8,932 | ) | — | (8,932 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net book balance | 304,562 | 13,992 | 64,087 | 382,641 | 1,046 | 383,687 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
At June 30, 2011 | ||||||||||||||||||||||||
Total cost | 304,562 | 14,929 | 80,249 | 399,740 | 1,046 | 400,786 | ||||||||||||||||||
Accumulated depreciation | — | (937 | ) | (16,162 | ) | (17,099 | ) | — | (17,099 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net book balance | 304,562 | 13,992 | 64,087 | 382,641 | 1,046 | 383,687 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
At June 30, 2012 | ||||||||||||||||||||||||
Opening balance | 304,562 | 13,992 | 64,087 | 382,641 | 1,046 | 383,687 | ||||||||||||||||||
Acquisitions | 826 | 1,033 | 22,573 | 24,432 | 5,374 | 29,806 | ||||||||||||||||||
Disposals | (9,937 | ) | (216 | ) | — | (10,153 | ) | — | (10,153 | ) | ||||||||||||||
Transfers | — | 2,598 | — | 2,598 | (2,598 | ) | — | |||||||||||||||||
(-) Depreciation/amortization | — | (892 | ) | (10,541 | ) | (11,433 | ) | — | (11,433 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net book balance | 295,451 | 16,515 | 76,119 | 388,085 | 3,822 | 391,907 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
At June 30, 2012 | ||||||||||||||||||||||||
Total cost | 295,451 | 18,344 | 102,822 | 416,617 | 3,822 | 420,439 | ||||||||||||||||||
Accumulated depreciation | — | (1,829 | ) | (26,703 | ) | (28,532 | ) | — | (28,532 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net book balance | 295,451 | 16,515 | 76,119 | 388,085 | 3,822 | 391,907 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
At June 30, 2013 | ||||||||||||||||||||||||
Opening balance | 295,451 | 16,515 | 76,119 | 388,085 | 3,822 | 391,907 | ||||||||||||||||||
Acquisitions | 213 | 943 | 18,247 | 19,403 | 5,554 | 24,957 | ||||||||||||||||||
Disposals | (47,540 | ) | (669 | ) | (14,388 | ) | (62,597 | ) | (2,235 | ) | (64,832 | ) | ||||||||||||
Transfers | — | 5,859 | — | 5,859 | (5,859 | ) | — | |||||||||||||||||
(-) Depreciation/amortization | — | (1,260 | ) | (11,664 | ) | (12,924 | ) | — | (12,924 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net book balance | 248,124 | 21,388 | 68,314 | 337,826 | 1,282 | 339,108 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
At June 30, 2013 | ||||||||||||||||||||||||
Total cost | 248,124 | 24,477 | 106,681 | 379,282 | 1,282 | 380,564 | ||||||||||||||||||
Accumulated depreciation | — | (3,089 | ) | (38,367 | ) | (41,456 | ) | — | (41,456 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net book balance | 248,124 | 21,388 | 68,314 | 337,826 | 1,282 | 339,108 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
F-71
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
13. | Investment properties – noncurrent(Continued) |
The disposals in the year ended June 30, 2013 are due to:
(i) | Sale of Horizontina farm (Note 8), in the amount of R$12,539 related to buildings R$669, opening of areas in operation R$9,635, opening of areas in progress R$2,235 and R$37,749 related to disposal of land. |
(ii) | Sale of Cremaq farm (Note 8), in the amount of R$4,754 related to opening of areas and R$6,165 related to disposal of land. |
(iii) | Sale of Araucária farm (Note 8), in the amount of R$3,625 related to disposal of land. |
The investment properties evaluated at fair value are as follows:
Farm | State | 2013 Hectares | 2012 Hectares | Real estate | Acquisition | 2013 | 2012 | 2011 | ||||||||||||||||||
São Pedro | Goiás | — | — | Araucária Ltda. | Set/2006 | — | — | 25,005 | ||||||||||||||||||
Jatobá | Bahia | 31,606 | 31,606 | Jaborandi S.A. | Mar/2007 | 227,688 | 179,758 | 153,393 | ||||||||||||||||||
Araucária | Goiás | 9,288 | 9,682 | Araucária Ltda. | Apr/2007 | 168,304 | 111,646 | 106,152 | ||||||||||||||||||
Alto Taquari | Mato Grosso | 5,186 | 5,186 | Mogno Ltda. | Aug/2007 | 107,296 | 62,302 | 58,644 | ||||||||||||||||||
Chaparral | Bahia | 37183 | 37,183 | Cajueiro Ltda. | Nov/2007 | 196,536 | 173,674 | 150,257 | ||||||||||||||||||
Cremaq | Piauí | 27,807 | 32,702 | Cremaq Ltda. | Oct/2006 | 231,585 | 222,320 | 181,906 | ||||||||||||||||||
Preferência | Bahia | 17,799 | 17,799 | Cajueiro Ltda. | Sept/2008 | 39,648 | 36,759 | 32,334 | ||||||||||||||||||
Horizontina | Maranhão | — | 14,358 | Ceibo Ltda. | Apr/2010 | — | 72,689 | 54,129 | ||||||||||||||||||
Nova Buriti | Minas Gerais | 24,247 | 24,247 | Flamboyant Ltda. | Dec/2007 | 28,657 | 26,519 | 23,961 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
999,714 | 885,667 | 785,781 | ||||||||||||||||||||||||
|
|
|
|
|
|
F-72
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
13. | Investment properties—noncurrent(Continued) |
The table below indicates the historical cost of acquisition of the land and of subsequent improvements, with respect to our agricultural properties, as of June 30, 2013.
Property | Location | Acquisition Date | Total Area | Acquisition Cost at June 30, 2013 | Improvements Cost net of depreciation at June 30, 2013 | Land & Improvements Cost at June 30, 2013 | ||||||||||||||||
(ha) | (R$ million) | |||||||||||||||||||||
Cremaq Farm | Baixa Grande do Ribeiro/PI | Oct / 06 | 27,807 | 35.9 | 30.8 | 66.7 | ||||||||||||||||
Jatobá Farm | Jaborandi/BA | Mar / 07 | 31,606 | 33.1 | 28.5 | 61.6 | ||||||||||||||||
Alto Taquari Farm | Alto Taquari/MT | Aug / 07 | 5,186 | 33.2 | 0.1 | 33.3 | ||||||||||||||||
Araucária Farm | Mineiros/GO | Apr / 07 | 9,288 | 66.8 | 1.3 | 68.1 | ||||||||||||||||
Chaparral Farm | Correntina/BA | Nov / 07 | 37,182 | 47.9 | 13.2 | 61.1 | ||||||||||||||||
Nova Buriti Farm | Januaria/MG | Dec / 07 | 24,247 | 21.6 | 0.4 | 22.0 | ||||||||||||||||
Preferência Farm | Barreiras/BA | Sep / 08 | 17,799 | 9.6 | 15.2 | 24.8 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||
Total | 153,115 | 248.1 | 89.5 | 337.6 |
14. | Investments |
(i) | Green Ethanol |
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 Group any influence power in accordance with IAS 28. 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.
As a consequence of the losses incurred and the significant level of Brenco’s indebtedness, the Group 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 Group estimated the fair value of
F-73
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
14. | Investments(Continued) |
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.At June 30, 2013, the Group remeasured the fair value and recognized loss for impairment in the amount of R$340.
(ii) | Jaborandi Ltda. and Imobiliária Jaborandi |
In order to better use its structures and synergies ,Vanguarda Agro S.A. (V-Agro) and Brasilagro, opted to end the interest started on January 18, 2007 by Brasilagro and Maeda, wholly owned subsidiary ofV-Agro, which aimed to share experiences and results of the investment in a farm located in RodoviaBR-020—km 304, in the municipality of Jaborandi, State of Bahia, with 31,606 hectares (“Jatobá Farm”).
Said investees consisted of the following companies: (a) Jaborandi S.A., company owner of Jatobá Farm, whose share capital was so far distributed between the partners at the proportion of 90% for Brasilagro and 10% for Maeda; and (b) Jaborandi Agrícola Ltda., company whose purpose is to develop and plant Jatobá Farm, whose share capital was so far distributed between the partners at the proportion of 65.61% for Brasilagro and 34.39% for Maeda.
(ii) | Jaborandi Ltda. and Imobiliária Jaborandi(Continued) |
On May 21, 2012, Brasilagro purchased the interest held by Maeda at Jaborandi S.A. and Jaborandi Ltda. for R$8,152 and R$11,808, respectively. Brasilagro used the loan of R$6,961 that was outstanding at Maeda and R$12,999 cash to pay.
This transaction was accounted for as an equity transaction for R$5,785 recorded in equity under the caption “Other reserve”.
F-74
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
15. | Intangible assets |
Software | ||||||||||||
In operation | In progress | Total | ||||||||||
At June 30, 2011 | ||||||||||||
Opening balance | 2,225 | 63 | 2,288 | |||||||||
Acquisitions | 1,106 | 134 | 1,240 | |||||||||
Disposals | — | — | — | |||||||||
Amortization for the year | (782 | ) | — | (782 | ) | |||||||
Transfers | 63 | (63 | ) | — | ||||||||
|
|
|
|
|
| |||||||
At June 30, 2011 | 2,612 | 134 | 2,746 | |||||||||
|
|
|
|
|
| |||||||
At June 30, 2011 | ||||||||||||
Total cost | 3,394 | 134 | 3,528 | |||||||||
Accumulated depreciation | (782 | ) | — | (782 | ) | |||||||
|
|
|
|
|
| |||||||
Net book balance | 2,612 | 134 | 2,746 | |||||||||
|
|
|
|
|
| |||||||
At June 30, 2012 | ||||||||||||
Opening balance | 2,612 | 134 | 2,746 | |||||||||
Acquisitions | 1,491 | — | 1,491 | |||||||||
Disposals | — | — | — | |||||||||
Amortization for the year | (1,496 | ) | — | (1,496 | ) | |||||||
|
|
|
|
|
| |||||||
At June 30, 2012 | 2,607 | 134 | 2,741 | |||||||||
|
|
|
|
|
| |||||||
At June 30, 2012 | ||||||||||||
Total cost | 4,103 | 134 | 4,237 | |||||||||
Accumulated depreciation | (1,496 | ) | — | (1,496 | ) | |||||||
|
|
|
|
|
| |||||||
Net book balance | 2,607 | 134 | 2,741 | |||||||||
|
|
|
|
|
| |||||||
At June 30, 2013 | ||||||||||||
Opening balance | 2,607 | 134 | 2,741 | |||||||||
Acquisitions | 316 | 379 | 695 | |||||||||
Disposals | (1 | ) | — | (1 | ) | |||||||
Transfers | 464 | (464 | ) | — | ||||||||
Amortization for the year | (865 | ) | — | (865 | ) | |||||||
|
|
|
|
|
| |||||||
At June 30, 2013 | 2,521 | 49 | 2,570 | |||||||||
|
|
|
|
|
| |||||||
At June 30, 2013 | ||||||||||||
Total cost | 4,882 | 49 | 4,931 | |||||||||
Accumulated depreciation | (2,361 | ) | — | (2,361 | ) | |||||||
|
|
|
|
|
| |||||||
Net book balance | 2,521 | 49 | 2,570 | |||||||||
|
|
|
|
|
|
F-75
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
16. | Property, plant and equipment |
Buildings and improvements | Equipment and facilities | Vehicles and agricultural machinery | Furniture and fixture | Total PPE | ||||||||||||||||
At June 30, 2011 | ||||||||||||||||||||
Opening balance | 439 | 1,390 | 5,006 | 318 | 7,153 | |||||||||||||||
Acquisitions | 4 | 964 | 6,670 | 187 | 7,825 | |||||||||||||||
Depreciation | (145 | ) | (292 | ) | (1,727 | ) | (49 | ) | (2,213 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net book balance | 298 | 2,062 | 9,949 | 456 | 12,765 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
At June 30, 2011 | ||||||||||||||||||||
Total cost | 714 | 2,803 | 13,390 | 595 | 17,502 | |||||||||||||||
Accumulated depreciation | (416 | ) | (741 | ) | (3,441 | ) | (139 | ) | (4,737 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net book balance | 298 | 2,062 | 9,949 | 456 | 12,765 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
At June 30, 2012 | ||||||||||||||||||||
Opening balance | 298 | 2,062 | 9,949 | 456 | 12,765 | |||||||||||||||
Acquisitions | — | 969 | 5,306 | 293 | 6,568 | |||||||||||||||
Transfers | — | (31 | ) | (63 | ) | (7 | ) | (101 | ) | |||||||||||
Depreciation | (134 | ) | (388 | ) | (3,007 | ) | (73 | ) | (3,602 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net book balance | 164 | 2,612 | 12,185 | 669 | 15,630 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
At June 30, 2012 | ||||||||||||||||||||
Total cost | 714 | 3,741 | 18,633 | 881 | 23,969 | |||||||||||||||
Accumulated depreciation | (550 | ) | (1,129 | ) | (6,448 | ) | (212 | ) | (8,339 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net book balance | 164 | 2,612 | 12,185 | 669 | 15,630 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
At June 30, 2013 | ||||||||||||||||||||
Opening balance | 164 | 2,612 | 12,185 | 669 | 15,630 | |||||||||||||||
Acquisitions | — | 472 | 2,005 | 211 | 2,688 | |||||||||||||||
Disposals | — | (102 | ) | (1,948 | ) | (10 | ) | (2,060 | ) | |||||||||||
Transfers | — | — | — | �� | — | — | ||||||||||||||
Depreciation | (127 | ) | (459 | ) | (721 | ) | (100 | ) | (1,407 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net book balance | 37 | 2,523 | 11,521 | 770 | 14,851 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
At June 30, 2013 | ||||||||||||||||||||
Total cost | 714 | 4,111 | 18,690 | 1,082 | 24,597 | |||||||||||||||
Accumulated depreciation | (677 | ) | (1,588 | ) | (7,169 | ) | (312 | ) | (9,746 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net book balance | 37 | 2,523 | 11,521 | 770 | 14,851 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Annual depreciation rates (weighted average) – % | 18 | 11 | 18 | 9 |
F-76
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
16. | Property, plant and equipment(Continued) |
The Group’s management reviewed the residual value and the estimated useful life of vehicles and agricultural machinery, according to market value evaluation conducted through surveys carried out by the Group, also taking into consideration the conditions of use of this equipment.
17. | Payable for farm acquisitions |
2013 | 2012 | 2011 | ||||||||||
Jatobá Farm | 2,163 | 1,974 | 1,755 | |||||||||
Alto Taquari Farm | 23,841 | 22,296 | 20,222 | |||||||||
Nova Buriti Farm | 17,646 | 16,588 | 15,768 | |||||||||
Horizontina Farm | — | — | 19,776 | |||||||||
|
|
|
|
|
| |||||||
43,650 | 40,858 | 57,521 | ||||||||||
|
|
|
|
|
|
The liabilities result from the purchase of farms are monetarelly adjusted based on indexer as follows: (i) Fazenda Jatobá by the changes in the exchange rate of US dollar, (ii) Fazenda Alto Taquari, carrier interest at 100% of Interbank Deposit Certificate (“CDI”) and (iii) Fazenda Nova Buriti adjusted baed on General Market Price Index (IGP-M) inflation index.
The due dates of the payments are subject to obtaining certain licenses, and because of this, the Group understands that there is no possibility of calculating the present value since there is no way to determine the maturity date of the installments.
18. | Trade accounts payables |
The outstanding balances correspond to payables for the purchase of inputs and services used for the planting and development of crops in the amount of and R$6,890. Leasing transactions of farms result in trade payables of R$887.
F-77
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
19. | Loans and financing |
Maturity | Annual interest rates and charges – % | 2013 | 2012 | 2011 | ||||||||||||
Current | ||||||||||||||||
Financing for Agricultural Costs – BNB and Itaú | Dec-13 | 5.5 and 8.75 | 31,403 | 25,561 | 29,990 | |||||||||||
Financing Cremaq Project and Jaborandi – BNB | Oct-13 | 5.50 to 7.23 | 7,845 | 10,941 | 3,057 | |||||||||||
Financing of Machinery and Equipment – FINAME | Feb-14 | 4.50 to 8.70 | 2,164 | 2,694 | 4,852 | |||||||||||
Financing of sugarcane – Itaú | May-14 | TJLP + 1.95 to 3.10 | 3,517 | 3,871 | — | |||||||||||
|
|
|
|
|
| |||||||||||
44,929 | 43,067 | 37,899 | ||||||||||||||
|
|
|
|
|
| |||||||||||
Non current | ||||||||||||||||
Financing of sugarcane – Itaú | May-16 | TJLP + 1.95 to 3.10 | 4,287 | 7,869 | 11,124 | |||||||||||
Financing of Machinery and Equipment – FINAME | Feb-16 | 4.50 to 8.70 | 2,769 | 5,358 | 4,315 | |||||||||||
Financing Cremaq Project and Jaborandi – BNB | Oct-21 | 5.50 to 7.23 | 49,868 | 38,067 | 39,997 | |||||||||||
|
|
|
|
|
| |||||||||||
56,924 | 51,294 | 55,436 | ||||||||||||||
|
|
|
|
|
| |||||||||||
101,853 | 94,361 | 93,335 | ||||||||||||||
|
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|
|
|
|
F-78
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
19. | Loans and financing(Continued) |
References:
TJLP – Long Term Interest Rate
FINAME – Financing of Machinery and Equipment (BNDES)
BNB – Banco do Nordeste
At June 30, 2013 amounts due by maturity are as follows:
1 year | 44,929 | |||
2 years | 16,282 | |||
3 years | 10,881 | |||
4 years | 7,357 | |||
5 years | 4,978 | |||
Above 5 years | 17,426 | |||
|
| |||
101,853 | ||||
|
|
At June 30, 2013, the balance of accrued interest related to the loans and financing contracts amounted to R$914 and R$805, classified under current and non-current liabilities, respectively.
Both the financing of opening of Jatoba farm and the financing of Agricultural Costs, with BNB have as guarantee the mortgage of Jaborandi farm and the pledge evaluated at R$35,424 of which: 598,895 bags of soybean, 336,350 bags of corn, 343,720 bushel of cotton; all produced in 2012/2013 harvest at Jatobá farm (Jaborandi – BA) and the financing of opening of Cremaq farm has as guarantee the mortgage of areas of the farm.
For FINAME contracts machinery and equipment were provided as collateral. All are being held with a lien until the final settlement of contracts.
BNB financing requires the maintenance of deposits in a liquidity fund in remunerated accounts by CDI (Interbank Deposit Certificate Index). The balances at June 30, 2013 and 2012 are disclosed in Note 12.
All loans and financing contracts 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. On June 30, 2013 and 2012 the Group’s financing had no financial covenants, only operational.
F-79
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
19. | Loans and financing(Continued) |
Operational covenants
At the date of presentation of the financial statements for June 30, 2013, the Group did not fail to fulfill the operational covenants set forth in loan agreements.
The main covenants are as follows:
• | Fail to fulfill any obligation established in the credit instruments executed with the BANK; |
• | Suspend its activities for more than thirty days; |
• | Be prevented, according to the Brazilian Central Bank regulation, of participating of credit operations, including as joint-obligor; |
• | Not to reinforce the credits guarantees immediately after notice from the BANK in this sense, if any fact determining the decrease or depreciation of such guarantees occurs; |
• | Request judicial recovery or declare its bankruptcy, or request of liquidation or intervention, as well as replace any member of its management by another who, at the BANK’S discretion, is not recommendable for the position; |
• | Save, sell, lease, grant, transfer in any manner on behalf of third parties, or remove the assets backing the credits, under any argument and to wherever it is; |
On October 10, 2012, the Group contracted from Banco do Nordeste a credit line to finance the cost of crop in the amount of R$ 13,856. The first installment will be on January 28, 2013 for R$ 7,535 at an interest rate of 7.23% and the other shall be released in accordance with the presentation of expenditures made in plantation.
On October 16, 2012, Jaborandi Ltda contracted from Banco do Nordeste a credit line to finance the cost of crop in the amount of R$ 17,715, with the first amount of R$11,211 to be released on February 19, 2013 an interest rate of 7.23% and the other shall be released in accordance with the presentation of expenditures made in plantation.
On June 18, 2013 the amount of R$ 9,062 related to the last installment of the financing for the opening of Jaborandi farm was released by Banco do Nordeste. This financing was contracted on July 14, 2009 with a maturity date of July 14, 2019. The total amount released was R$26,342.
F-80
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
19. | Loans and financing(Continued) |
The Group contracted from Banco Itaú, a guarantee letter in the amount of R$1,135 provided as guarantee for the rental of the São Paulo office with a maturity of July 31, 2013.
Payment of loans and financing
On August 31, 2012, the Company settled the financing contract obtained from the Federal Government to finance the cost of crops in the amount of R$1,339. On June 30, 2013 the Company paid R$359 related to financing cost of machinery, R$642 related to cost of crops, and R$1,471 related to the financing of Jaborandi project and R$ 3,343 related to Cremaq project.
Changes in loans and financing
Consolidated | ||||
At June 30, 2012 | 94,361 | |||
|
| |||
Obtaining | 40,407 | |||
Payment of principal | (36,693 | ) | ||
Payment of interest | (3,097 | ) | ||
Monetary restatement | 6,875 | |||
|
| |||
At June 30, 2013 | 101,853 | |||
|
|
20. | Taxes payable |
2013 | 2012 | 2011 | ||||||||||
Tax on Services – ISS payable | 141 | 118 | 84 | |||||||||
Withheld social contributions | 131 | 610 | 67 | |||||||||
Tax on financial transaction – IOF payable | — | 761 | — | |||||||||
State VAT – ICMS payable | 36 | 22 | 4 | |||||||||
Funrural payable | 417 | 281 | 292 | |||||||||
Taxes on sales – Pis and Cofins payable | 18 | 45 | 11 | |||||||||
Withholding taxes IRRF payable | 8 | 17 | ||||||||||
Income and social contribution taxes | 1,555 | 1,265 | 292 | |||||||||
|
|
|
|
|
| |||||||
Total current | 2,306 | 3,102 | 767 | |||||||||
|
|
|
|
|
| |||||||
Income and social contribution taxes | 5,812 | 2,695 | 1,594 | |||||||||
|
|
|
|
|
| |||||||
Total non current | 5,812 | 2,695 | 1,594 | |||||||||
|
|
|
|
|
|
F-81
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
21. | Deferred taxes(Continued) |
Deferred income and social contribution tax assets and liabilities are offset when there is a legal right to offset the current tax credits with current tax liabilities and since they refer to the same tax authority.
The fiscal year for income tax and social contribution tax calculation purposes is the year, which differs from the Group tax year for statutory purposes which is June 30 of each year.
The changes in deferred income tax and social contribution tax assets and liabilities in the year ended June 30, without taking into consideration offsetting of balances in the same tax jurisdiction are as follows:
2013 | 2012 | 2011 | ||||||||||
Assets | ||||||||||||
Non Current | ||||||||||||
Tax losses | 36,655 | 20,296 | 18,199 | |||||||||
Biological assets | — | 2,651 | — | |||||||||
Hedge, contingency and provision for bad debts | 10,286 | 10,702 | 2,236 | |||||||||
Difference in cost of farms investment property | 170 | 171 | 171 | |||||||||
|
|
|
|
|
| |||||||
47,111 | 33,820 | 20,606 | ||||||||||
Liabilities | ||||||||||||
Non Current | ||||||||||||
Biological assets | 3,676 | — | 3,492 | |||||||||
Derivatives | 201 | — | — | |||||||||
Provision of residual value of PPE assets | 851 | — | — | |||||||||
Accelerated depreciation of assets for rural activity | 17,167 | 18,860 | 18,568 | |||||||||
|
|
|
|
|
| |||||||
21,895 | 18,860 | 22,060 | ||||||||||
|
|
|
|
|
| |||||||
Net balance | 25,216 | 14,960 | (1,454 | ) | ||||||||
|
|
|
|
|
|
F-82
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
21. | Deferred taxes(Continued) |
The net changes in deferred income and social contribution taxes are as follows:
Consolidated | ||||
At June 30, 2010 | 4,265 | |||
|
| |||
Tax loss | (56 | ) | ||
Accelerated depreciation | (74 | ) | ||
Fair value of biological assets | (5,589 | ) | ||
|
| |||
At June 30, 2011 | (1,454 | ) | ||
|
| |||
Tax loss | 10.563 | |||
Accelerated depreciation | (292 | ) | ||
Fair value of biological assets | 6.143 | |||
|
| |||
At June 30, 2012 | 14,960 | |||
|
| |||
Tax loss | 18,932 | |||
Adjustments in biological assets and agricultural products | (6.327 | ) | ||
Derivatives, contingency, provision for bad debts and residual of PPE assets | (4.042 | ) | ||
— | ||||
Accelerated depreciation | 1,693 | |||
|
| |||
At June 30, 2013 | 25,216 | |||
|
|
The estimated periods of realization of deferred tax assets are as follow:
2013 | ||||
2014 | 10,641 | |||
2015 | 886 | |||
2016 | 1,264 | |||
2017 | 1,905 | |||
2018 | 3,718 | |||
2019 to 2023 | 28,697 | |||
|
| |||
47,111 | ||||
|
|
Deferred tax assets due to tax loses recognized in prior years with no realizable period and limited up to 30% of the taxable profits, are capitalized in the balance sheet with the basis that it is probable that the Group will generate taxable profits over the upcoming years in order to compensate those deferred tax assets recognized in the current year, based on assumptions and conditions established in the Group’s business model.
The net carrying amount of deferred tax asset is periodically revised and the projections are annually reviewed in order to identify potential changes that may impact Company’s projections.
F-83
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
22. | Share capital |
a) | Share capital (quantity of shares) |
Shareholder | 2013 | 2012 | 2011 | |||||||||
Cresud S.A.C.I.F.Y.A. | 23,160,450 | 21,153,015 | 21,243,666 | |||||||||
Elie Horn | 3,274,600 | 3,274,600 | 3,274,600 | |||||||||
|
|
|
|
|
| |||||||
26,435,050 | 24,427,615 | 24,518,266 | ||||||||||
Board of Directors | 7,848,100 | 7,810,000 | 7,770,000 | |||||||||
Executive Board | 500 | 500 | 500 | |||||||||
|
|
|
|
|
| |||||||
Officers | 7,848,600 | 7,810,500 | 7,770,500 | |||||||||
Other | 24,138,750 | 26,184,285 | 26,133,634 | |||||||||
|
|
|
|
|
| |||||||
Total shares of paid up capital | 58,422,400 | 58,422,400 | 58,422,400 | |||||||||
|
|
|
|
|
| |||||||
|
|
|
|
|
| |||||||
Total outstanding share | 24,138,750 | 26,184,285 | 26,133,634 | |||||||||
|
|
|
|
|
| |||||||
Outstanding shares as percentage of total shares(%) | 41 | 45 | 45 |
a) | Share capital (quantity of shares) (Continued) |
At June 30, 2013, the Group’s authorized and paid up capital amounted to R$584,224.
b) | Warrants |
On March 15, 2006, the Board of Directors approved the issuance of 512,000 share warrant, 256,000 of which were for first issuance, and 256,000 of which were for second issuance. These share warrets are to be delivered to the founder shareholders based on their proportionate share of interest in the Group’s capital at the issuance date. Each of the issuances of warrants grant to their holders the right to shares subscription issued by the Group, in the amount equivalent to 20% of its capital, after the increase arising from the full exercise of the Warrant of each issuance.
The Warrant of the 1st. issuance grant to its holders, as from the dates in which they are liable of exercise, the right to the shares subscription issued by the Group through the payment of the price per share used in the initial public offering, subject to certain restatement rules and adjustments. The Warrants of the 1st. issuance were issued in three series, which differ solely on the date in which the right to subscribe the shares granted by them start.
F-84
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
The Warrant of the 1st issuance/1st. Series may be exercised as from the closing of the 12th month as from the issuance date and have the total of 85,336 Warrant. The Warrants of the 1st. issuance/2nd. Series may be exercised as from the closing of the 24th. month as from the issuance and have the total of 85,332 Warrant. The Warrants of the 1st. issuance/3rd. Series may be exercised as from the closing of the 36th. month as from the issuance and have the total amount of 85,332 Warrants.
Exceptionally, the Warrants of the 1st. Issuance may be exercised by their holders in the events of transfer of the Group’s control or acquisition of material participation, as defined in the terms of the corporate act regarding the issuance of warrants. Each set of 1,000 Warrants of the 1st. Issuance grants the right to subscription of 1 (one) share issued by the Company upon its attribution (100 shares after the split approved in October 2007).
The Warrants of the 2nd. issuance grant to the holders, the right to subscribe shares issued by the Group for up to 15 years, from the date of the public announcement of the Group’s initial public offering of shares and solely in the events of transfer or acquisition of material shareholders control in the Group. Material shareholder control is defined in the terms of the corporate act that decided for the issuance of the Warrants. In such events public offerings for acquisition of all the outstanding shares of the Group shall be presented. For the subscription of shares subject to the Warrants of 2nd. Issuance, their holders shall be obliged to pay the same price per share used in the mentioned public offerings of acquisition of the Group’s shares. Each set of 1,000 Warrants of 2nd. issuance grants the right to the subscription of 1 (one) share issued by the Company upon its attribution (100 shares after the split approved in October 2007).
The number of shares to be subscribed according to the Warrant shall be adjusted in the event of a share split or reverse split of shares.
F-85
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
22. | Share capital(Continued) |
b) | Warrants (Continued) |
Detailed information of the first issuance of these warranties is shown in the table below:
First tranche | ||||||||||||
Brasilagro | 2013 | 2012 | 2011 | |||||||||
Quoted market price of share | 11.07 | 7.45 | 10.20 | |||||||||
Issuance date (day/month/year) | 28/4/2006 | 28/4/2006 | 28/4/2006 | |||||||||
Maturity date (day/month/year) | 27/4/2021 | 27/4/2021 | 27/4/2021 | |||||||||
Exercise price at year end—R$/share | 14,42 | 13,51 | 12,88 | |||||||||
Number of outstanding shares (“000 shares) | 58,422 | 58,422 | 58,422 | |||||||||
Percentage limit of capital shares to be issued upon exercise (percentage of new capital)—% | 20 | 20 | 20 | |||||||||
Quantity of shares to be issued upon exercise (‘000 shares) | 14,606 | 14,606 | 14,606 | |||||||||
Quantity of outstanding warrants (‘000 bonus) | 256,000 | 256,000 | 256,000 |
The outstanding warrants of second tranche at June 30, 2013 and June 30, 2012 are 256,000 and there were no changes in the number of outstanding warrants in the years ended. The warrants of second tranche grant to their holders the right to shares subscription issued by the Group, in the amount equivalent to 20% of its capital, after the increase arising from the full exercise of the warrant of second issuance.
F-86
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
22. | Share capital(Continued) |
c) | Warrants ofFirst tranche |
The warrants of first tranche are recorded by IFRS 2 and may be fully exercised since March 15, 2009. Since the exercise date precedes the transition date to IFRS (i.e. July 1, 2009) and the Group has not disclosed the fair value of the warrants on their assessment date, the warrants are not recorded in the financial statements.
d) | Warrants ofSecond 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 years presented, because the exercise price shall be equalsto the price per share that control or acquirer a significant interest in the company in the contemporaneous public offering of acquisitions of sharer of the company.
e) | Warrants – Issued byJaborandi S.A. |
As further detailed in Note 2.2 on September 22, 2011 the 1,105,900 existing warrants issued by Jaborandi S.A., were cancelled and 4,204,400 new warrants were issued.
As further explained in Note 2.2, on December 5, 2011 the 4,204,400 new warrants had been extinguished upon default by the Maeda Group and therefore no warrants of Jaborandi S.A. are outstanding as of June 30, 2012.
f) | Stock option plan – stock option |
The information on the stock option plan and issuance of new grants are described in Note 26
g) | Legal reserve and profits reserve and dividends |
Pursuant to article 193 of Law 6,404/76, 5% (five per cent) of the Group’s net income at the end of each year must, before any other allocation, be allocated for the constitution of legal reserve, which shall not exceed 20% (twenty per cent) of the share capital.
F-87
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
22. | Share capital(Continued) |
g) | Legal reserve and profits reserve and dividends (Continued) |
The Group may not to constitute the legal reserve in the fiscal year in which the balance of reserve, plus the amount of capital reserve treated in item 1, of article 182, of Law 6,404/76, exceeds 30% (thirty per cent) of the share capital. The legal reserve aims at assuring the integrity of the Company’s share capital and may only be used to offset loss and increase capital.
Pursuant to article 36, subparagraph (b), of by-law and article 202 of Law 6,404/76, the Group shall allocate at the end of each fiscal year, the necessary portion of income for the payment of mandatory dividends to shareholders, not less than 25% (twenty five per cent) of adjusted net income.
According to article 36, subparagraph (c), of by-law and article 196 of Law 6,404/76, the Group may allocate the remaining portion of adjusted net income of the year ended, to reserve for investment and expansion.
The balance of profits reserve, except for the reserves of unrealized profit and reserves for contingencies, cannot exceed the amount of share capital. Once this maximum limit is attained, the General Meeting may deliberateon the investment of the exceeding portion in the payment, increase of share capital or in dividends distribution.
h) | Dividends |
Pursuant to article 36, of the Company’s by-law, the net income for the year ended June 2013, shall be allocated as follows: (a) 5% (five percent) of net income for the constitution of legal reserve; (b) 75% (seventy five percent) of the adjusted net income, after the deduction object of letter (a) above, shall be allocated to the payment of mandatory dividends and (iii) 25% (twenty five percent) of the adjusted net income, after the deduction object of letter (b) above, shall be allocated to the reserve for investment and expansion.
The absorption of loss for 2012 by the profits reserve, legal reserve and capital reserve, is stated below:
F-88
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
22. | Share capital(Continued) |
h) | Dividends (Continued) |
2013 | ||||
Net income for the year | 28,727 | |||
Offset of 2012 accumulated losses | (20,470 | ) | ||
|
| |||
Accumulated profit at the year ended 2013 | 8,257 | |||
|
| |||
Constitution of reserves: | ||||
Legal | (413 | ) | ||
investment and expansion | (1,961 | ) | ||
|
| |||
Available profit | 5,883 | |||
Dividends proposed by management | 5,883 | |||
Mandatory minimum dividends | 1,961 | |||
|
| |||
Dividends proposed in excess to the mandatory minimum | 3,922 | |||
|
|
The dividends proposed by management represent a dividend equivalent to R$0.101 per common share.
The mandatory minimum dividends are stated in the balance sheet for 2013 as “dividends payable”, and the dividends exceeding this minimum as “dividends reserve” in a special line item in the statement of changes in equity.
The distribution of dividends for the year ended June 30, 2013 was approved in our shareholders’ meeting held on October 29, 2013, in the amount of R$5.9 million, or R$0.10 per share.
23. | Segment information |
The segment information is based on information used by Brasilagro management to assess the performance of the operating segments as well as make decisions related to the application of financial resources. The Group presents 3 segments: (i) grains, (ii) sugarcane and (iii) real estate. The operating assets related to these segments are located only in Brazil.
The Grains segments main activity is the production and sale of the following products: soybean, corn, rice, cotton and sorghum.
The Sugarcane segment includes the sale of the product in natura.
The Real Estate segment presents the result arising from operations whit investment properties
Below is the selected information of assets and results by segment, which were measured in accordance with the same accounting practices used in the preparation of the financial statements:
F-89
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
23. | Segment information(Continued) |
2013 | 2012 | |||||||||||||||||||||||||||||||||||||||||||||||
Total | Real estate | Agricultural activity | Not allocated | Agricultural activity | Not allocated | |||||||||||||||||||||||||||||||||||||||||||
Grains | Sugarcane | Other | Total | Real estate | Grains | Sugarcane | Other | |||||||||||||||||||||||||||||||||||||||||
Net revenue | 185,647 | — | 123,237 | 61,022 | 1,388 | — | 146,218 | — | 105,874 | 40,183 | 161 | — | ||||||||||||||||||||||||||||||||||||
Gain on sale of farm | 54,815 | 54,815 | — | — | — | — | 12,987 ¹ | 12,987 | — | — | — | |||||||||||||||||||||||||||||||||||||
Change in fair value of biological assets and agricultural products | 2,289 | — | (22,681 | ) | 25,060 | (90 | ) | (417 | ) | — | (3,106 | ) | 2,689 | — | — | |||||||||||||||||||||||||||||||||
Reversal of provision of agricultural products after harvest | 1,659 | — | 1,659 | — | — | — | (2,663 | ) | — | (2,429 | ) | (234 | ) | — | — | |||||||||||||||||||||||||||||||||
Cost of sales | (170,643 | ) | — | (105,401 | ) | (61,157 | ) | (4,085 | ) | — | (136,447 | ) | — | (97,970 | ) | (37,150 | ) | (1,327 | ) | — | ||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||
Gross profit (loss) | 73,767 | 54,815 | (3,186 | ) | 24,925 | (2,787 | ) | — | 19,678 | 12,987 | 2,369 | 5,488 | (1,166 | ) | — | |||||||||||||||||||||||||||||||||
Operating revenue (expenses) | ||||||||||||||||||||||||||||||||||||||||||||||||
Selling expenses | (14,028 | ) | (4,294 | ) | (9,790 | ) | (68 | ) | 124 | — | (4,015 | ) | (392 | ) | (3,623 | ) | — | — | — | |||||||||||||||||||||||||||||
General and administrative | (29,233 | ) | — | — | — | — | (29,233 | ) | (28,892 | ) | — | — | — | — | (28,892 | ) | ||||||||||||||||||||||||||||||||
Other operating revenue | (3,539 | ) | — | — | — | — | (3,539 | ) | 10 | — | — | — | — | 10 | ||||||||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||
Operating results | 26,967 | 50,521 | (12,976 | ) | 24,857 | (2,663 | ) | (32,772 | ) | (13,219 | ) | 12,595 | (1,254 | ) | 5,488 | (1,166 | ) | (28,882 | ) | |||||||||||||||||||||||||||||
Net financial income | ||||||||||||||||||||||||||||||||||||||||||||||||
Financial income | 38,000 | 148 | 14,656 | — | — | 23,196 | 38,073 | 428 | — | — | — | 37,645 | ||||||||||||||||||||||||||||||||||||
Financial expenses | (38,591 | ) | (17 | ) | (19,856 | ) | — | — | (18,718 | ) | (44,299 | ) | (97 | ) | (16,639 | ) | — | — | (27,563 | ) | ||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||
Profit/loss before taxation | 26,376 | 50,652 | (18,176 | ) | 24,857 | (2,663 | ) | (28,294 | ) | (19,445 | ) | 12,926 | (17,893 | ) | 5,488 | (1,166 | ) | (18,800 | ) | |||||||||||||||||||||||||||||
Income tax and social contribution | 2,351 | (3,967 | ) | 6,180 | (8,451 | ) | 905 | 7,684 | 12,845 | (4,395 | ) | 6,084 | (1,866 | ) | 397 | 12,625 | ||||||||||||||||||||||||||||||||
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28,727 | 46,685 | (11,996 | ) | 16,406 | (1,758 | ) | (20,610 | ) | (6,600 | ) | 8,531 | (11,809 | ) | 3,622 | (769 | ) | (6,175 | ) | ||||||||||||||||||||||||||||||
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Net income (loss) for the year | 28,727 | 46,685 | (11,996 | ) | 16,406 | (1,758 | ) | (20,610 | ) | (6,600 | ) | 8,531 | (11,809 | ) | 3,622 | (769 | ) | (9,766 | ) | |||||||||||||||||||||||||||||
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2013 | 2012 | |||||||||||||||||||||||||||||||||||||||||||||||
Total assets | 770,830 | 472,838 | 112,974 | 47,930 | — | 137,088 | 735,762 | 402,037 | 78,604 | 37,376 | — | 217,745 | ||||||||||||||||||||||||||||||||||||
Total liabilities | 183,845 | 43,650 | — | — | — | 140,195 | 176,794 | 40,858 | — | — | — | 135,936 |
¹ | In 2013 the internal segment reporting was modified to show the gain on the sale of farms as a single line item consistent with the income statement presentation. Thus the segment information for 2012 and 2011 was restated to conform to the new presentation. |
F-90
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
23. | Segment information (Continued) |
2011 | ||||||||||||||||||||||||||||
Total | Real estate | Agricultural activity | Not allocated | |||||||||||||||||||||||||
Grains | Sugarcane | Other | ||||||||||||||||||||||||||
Net revenue | 79,544 | 40 | 55,180 | 24,133 | — | 191 | ||||||||||||||||||||||
Gain on sale of farm | — | — | — | — | — | — | ||||||||||||||||||||||
Change in fair value of biological assets and agricultural products | 22,761 | — | 19,029 | 3,732 | — | — | ||||||||||||||||||||||
Reversal of provision of agricultural products after harvest | (986 | ) | — | (986 | ) | — | — | — | ||||||||||||||||||||
Cost of sales | (61,500 | ) | — | (46,392 | ) | (14,754) | — | (354 | ) | |||||||||||||||||||
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Gross profit (loss) | 39,819 | 40 | 26,831 | 13,111 | — | (163 | ) | |||||||||||||||||||||
Operating revenue (expenses) | ||||||||||||||||||||||||||||
Selling expenses | (2,991 | ) | — | (2,991 | ) | — | — | — | ||||||||||||||||||||
General and administrative | (26,330 | ) | — | — | — | — | (26,330 | ) | ||||||||||||||||||||
Other operating revenue | 73 | — | — | — | — | 73 | ||||||||||||||||||||||
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Operating results | 10,571 | 40 | 23,840 | 13,111 | — | (26,420 | ) | |||||||||||||||||||||
Net financial income | ||||||||||||||||||||||||||||
Financial income | 25,738 | — | — | — | — | 25,738 | ||||||||||||||||||||||
Financial expenses | (16,460 | ) | — | — | — | — | (16,460 | ) | ||||||||||||||||||||
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Profit/loss before taxation | 19,849 | 40 | 23,840 | 13,111 | — | (17,142 | ) | |||||||||||||||||||||
Income tax and social contribution | (5,186 | ) | (4 | ) | (7,318 | ) | (5,284) | — | 7,420 | |||||||||||||||||||
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14,663 | 36 | 16,522 | 7,827 | — | (9,722 | ) | ||||||||||||||||||||||
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Non-controlling interest | 80 | — | — | — | — | 80 | ||||||||||||||||||||||
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Net income (loss) for the year | 14,743 | 36 | 16,522 | 7,827 | — | (9,642 | ) | |||||||||||||||||||||
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2011 | ||||||||||||||||||||||||||||
Total assets | 748,151 | 390,144 | 57,966 | 49,671 | — | 250,370 | ||||||||||||||||||||||
Total liabilities | 171,228 | 57,521 | — | — | — | 113,707 |
F-91
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
23. | Segment information (Continued) |
The balance sheet accounts are represented by the accounts “Trade accounts receivable”, “Biological assets”, “Inventories of agricultural products” and “Investment properties”.
The Company currently sell a substantial portion of company´s total crop production to a small number of clients who have substantial bargaining power. For instance, during the year ended June 30, 2013, Company´s three largest customers accounted for 60% of Company´s total revenue. Furthermore, the Company has entered into a supply contract with ETH Bioenergia S.A., (previously Brenco and hereinafter ETH Bioenergia), pursuant to which we currently supply 100% of the Company´s sugarcane production from our Alto Taquari and Araucaria farms to ETH Bioenergia. The term of this supply contract covers two full crop cycles, which consists of six crop years and five harvests, and therefore is scheduled to expire in crop year 2021/2022. As a result, the strong competition between a relatively fragmented sector of agricultural producers in the internal and external markets further increases the bargaining power of our highly concentrated client base. Thus, the Company may not be able to maintain or form new relationships with customers, which could have a material adverse effect.
Concentration among the Company´s client base also increases the consequences that would result should the Company lose any of the Company´s clients or if any of Company´s clients default on their obligations, either in the form of non-payment or through a breach of any contractual provision or obligation, such as failure to ship a product purchased or delays in shipment. Noncompliance with the time of shipment of our products could directly affect the planning of the Company harvest, which could generate losses and result in additional costs.
24. | Revenues |
2013 | 2012 | 2011 | ||||||||||
Sales of grains | 128,941 | 112,408 | 59,671 | |||||||||
Sales of sugarcane | 62,583 | 41,260 | 24,845 | |||||||||
Leasing | 1,261 | 513 | 40 | |||||||||
Other revenue | 1,253 | 359 | 191 | |||||||||
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Gross operating revenue | 194,038 | 154,540 | 84,747 | |||||||||
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Sales deductions | ||||||||||||
Taxes on sales | (8,391 | ) | (8,322 | ) | (5,203 | ) | ||||||
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(8,391 | ) | (8,322 | ) | (5,203 | ) | |||||||
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Net sales revenue | 185,647 | 146,218 | 79,544 | |||||||||
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F-92
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
25. | Expenses by nature |
Cost of products sold | Selling expenses | General and administrative | Total | |||||||||||||
Depreciation and amortization | 13,136 | — | 991 | 14,127 | ||||||||||||
Personnel expenses | 2,364 | — | 12,936 | 15,300 | ||||||||||||
Expenses with services provider | 17,512 | — | 9,909 | 27,421 | ||||||||||||
Leasing | — | — | — | — | ||||||||||||
Cost of agricultural products | 26,796 | — | — | 26,796 | ||||||||||||
Freight and storage | — | 2,991 | — | 2,991 | ||||||||||||
Maintenance, travel expenses and other | 1,692 | — | 2,494 | 4,186 | ||||||||||||
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At June 30, 2011 | 61,500 | 2,991 | 26,330 | 90,821 | ||||||||||||
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Cost of | Selling expenses | General and administrative | Total | |||||||||||||
Depreciation and amortization | 26,271 | — | 1,127 | 27,398 | ||||||||||||
Personnel expenses | 5,392 | — | 15,832 | 21,224 | ||||||||||||
Expenses with services provider | 26,235 | — | 5,328 | 31,563 | ||||||||||||
Leasing | 303 | — | — | 303 | ||||||||||||
Cost of agricultural products | 76,367 | — | — | 76,367 | ||||||||||||
Freight and storage | — | 3,063 | — | 3,063 | ||||||||||||
Maintenance, travel expenses and other | 1,879 | 952 | 6,605 | 8,484 | ||||||||||||
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At June 30, 2012 | 136,447 | 4,015 | 28,892 | 169,354 | ||||||||||||
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Cost of products sold | Selling expenses | General and administrative | Total | |||||||||||||
Depreciation and amortization | 26,702 | — | 1,295 | 27,997 | ||||||||||||
Personnel expenses | 7,652 | — | 17,971 | 25,623 | ||||||||||||
Expenses with services provider | 50,441 | — | 5,436 | 55,877 | ||||||||||||
Leasing | — | — | 648 | 648 | ||||||||||||
Cost of agricultural products | 82,227 | — | — | 82,227 | ||||||||||||
Freight and storage | — | 8,888 | — | 8,888 | ||||||||||||
Allowance for doubtful accounts | — | 846 | — | 846 | ||||||||||||
Sale of farm—commission | — | 4,294 | — | 4,294 | ||||||||||||
Maintenance, travel expenses and other | 3,621 | — | 3,883 | 7,504 | ||||||||||||
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At June 30, 2013 | 170,643 | 14,028 | 29,233 | 213,904 | ||||||||||||
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F-93
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
26. | Management compensation |
The expenses associated with Management compensation were recorded under “General and administrative expenses” and are as follows:
2013 | 2012 | 2011 | ||||||||||
Board of directors and executive board compensation | 3,435 | 3,267 | 2,158 | |||||||||
Bonus | 4,782 | 4,282 | 1,335 | |||||||||
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| |||||||
Global compensation | 8,217 | 7,549 | 3,493 | |||||||||
Grant of shares | 1,249 | 1,139 | 996 | |||||||||
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| |||||||
9,466 | 8,688 | 4,489 | ||||||||||
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The global compensation of R$ 8,250 as of June 30, 2013 relating to the officers and the Group’s Board of Directors, was approved at the Annual General Meeting held on October 31, 2012.
Stock option plan—stock options
On August 11, 2010, the Board of Directors approved the creation of the Stock Option Program authorizing the Group’s Board to grant stock options to the elected beneficiaries at that time. In the Program, the following were established; 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. Each option grants the right to the beneficiary when exercised, to purchase 1 share of the Group for the exercise price established in the Program. The Programs comprise 5 beneficiaries and the grant of 370,007 options at an exercise price of R$8.97 per share. These grants may be exercised in full from August 12, 2012 (vesting date), respectively through a period of 5 years from the granting date.
On July 03, 2012 the Board of Directors approved the second grant of stock options to the elected beneficiaries in the first grant. The Programs comprise five beneficiaries and grants 315,479 options at an exercise price of R$8.25 per share and may be exercised in full from July 03, 2012 (vesting date), respectively through a period of 5 years from the granting date.
On September 04, 2012 the Board of Directors approved the third grant of stock options to the elected beneficiaries in the first grant. The Programs comprise five beneficiaries and grants 315,479 options at an exercise price of R$8.25 per share.
F-94
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
26. | Management compensation(Continued) |
These stock options may be exercised in full from September 04, 2014 (vesting date), respectively through a period of 5 years from the granting date.
Stock option plan – stock options (Continued)
The stock options to be granted according to the Plan may grant rights on the number of shares which does not exceed, at any time, the maximum and cumulative amount of 2% of shares issued by the Group, respecting the minimum price of the average quotation of the Group ’s shares at São Paulo Stock Exchange (BOVESPA) floor, weighted by the volume of trading during the last thirty floors prior to the option grant.
At June 30, 2013 there was no option exercisable or cancelled.
The table below presents the information on the Program:
First grant | Second grant | Third grant | ||||||||||
Date of issuance | 11/08/2010 | 03/7/2012 | 04/09/2012 | |||||||||
Exercise price (R$/share) | 8.97 | 8.25 | 8.52 | |||||||||
Quoted market price on grant date (R$/share) | 9.60 | 7.69 | 8.50 | |||||||||
Quoted market price at end of period | 11.07 | 11.07 | 11.07 | |||||||||
Free risk interest rate % | 11.36 | 9.37 | 9.12 | |||||||||
Average period through maturity | 5 years | 5 years | 5 years | |||||||||
Expected dividend yield % | 1.00 | 0.50 | 0.50 | |||||||||
Volatility of shares in the market – % | 67.48 | 41.62 | 40.50 | |||||||||
Number of outstanding options | 370,007 | 315,479 | 315,479 | |||||||||
Number of options to be exercised | 370,007 | 315,479 | 315,479 | |||||||||
Estimated fair value (R$/share) | 6.16 | 3.60 | 4.08 |
In the year ended June 30, 2013 the Group recognized the amount of R$1,251 (R$1,138 at June 30,2012) recorded in administrative expenses.
F-95
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
27. | Financial income and expenses |
2013 | 2012 | 2011 | ||||||||||
Financial Income | ||||||||||||
Interest Income on financial investments | 5,598 | 12,686 | 18,975 | |||||||||
Interest on receivables | 11,029 | 1,812 | 1,744 | |||||||||
Monetary variation | — | 1,939 | 904 | |||||||||
Foreign exchange variation | 5,116 | 2,961 | — | |||||||||
Gain on remeasurement of receivables from sale of farms | 214 | 6,682 | 2,943 | |||||||||
Realized profit from derivative transactions | — | 3,777 | — | |||||||||
Unrealized profit from derivative transactions | 16,043 | 8,216 | 1,172 | |||||||||
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| |||||||
38,000 | 38,073 | 25,738 | ||||||||||
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|
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| |||||||
Financial Expenses | ||||||||||||
Interest loans and financing | (1,083 | ) | (506 | ) | (531 | ) | ||||||
Interest on payables | (8,456 | ) | (7,461 | ) | (7,759 | ) | ||||||
Monetary variation | (1,545 | ) | (2,204 | ) | (3,220 | ) | ||||||
Foreign exchange variation | (3,121 | ) | (2,827 | ) | (398 | ) | ||||||
Present value an receivables from sale of farms, net | (3,380 | ) | — | — | ||||||||
Realized loss from derivative transactions | (16,622 | ) | (10,329 | ) | (4,552 | ) | ||||||
Unrealized loss from derivative transactions | (4,384 | ) | (20,972 | ) | — | |||||||
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| |||||||
(38,591 | ) | (44,299 | ) | (16,460 | ) | |||||||
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| |||||||
Financial income (expense) | (591 | ) | (6,226 | ) | 9,278 | |||||||
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|
|
28. | Income tax and social contribution |
2013 | 2012 | 2011 | ||||||||||
Income before income taxes and social contribution | 26,376 | (19,445 | ) | 19,849 | ||||||||
Combined nominal rate of income tax and social contribution taxes-% | 34% | 34% | 34% | |||||||||
|
|
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| |||||||
(8,968 | ) | 6,611 | (6,749 | ) | ||||||||
Management bonus | (1,474 | ) | (534 | ) | (418 | ) | ||||||
Net effect of subsidiaries taxed based on presumed profit(*) | 14,702 | 6,969 | 2,333 | |||||||||
Reversal of management bonus-2011 | (1,000 | ) | — | — | ||||||||
Income tax credit not approved | (547 | ) | — | — | ||||||||
Other | (362 | ) | (201 | ) | (352 | ) | ||||||
IRPJ and CSLL on the profit/loss for the year | 2,351 | 12,845 | (5,186 | ) | ||||||||
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| |||||||
Current | (7,905 | ) | (1,841 | ) | (972 | ) | ||||||
Deferred | 10,256 | 14,686 | (4,214 | ) | ||||||||
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| |||||||
2,351 | 12,845 | (5,186 | ) | |||||||||
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| |||||||
Effective rate | 9% | -66% | -26% |
(*) | Some of company subsidiaries which have annual revenue below a certain threshold established in the tax regulations in Brazil have their income tax measured based 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. |
F-96
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
29. | Earnings (loss) per share |
a) | Basic |
Basic earnings (loss) per share is calculated by dividing the profit (loss) attributable to shareholders of the Group, by the weighted average number of common shares issued during the year.
2013 | 2012 | 2011 | ||||||||||
Profit (loss) attributed to controlling shareholders | 28,727 | (5,572 | ) | 14,743 | ||||||||
Weighted average number of common shares issued (thousands) | 58,422 | 58,422 | 58,422 | |||||||||
Effect from dilution – shares | 23 | — | — | |||||||||
Weighted average number of common shares issued adjusted by the dilution effect | 58,445 | 58,422 | 58,422 | |||||||||
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|
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| |||||||
Basic earnings per share | 0.4917 | (0.0954 | ) | 0.2524 | ||||||||
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| |||||||
Diluted earnings per share | 0.4915 | (0.0954 | ) | 0.2524 | ||||||||
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F-97
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
29. | Earnings (loss) per share |
b) | Diluted |
Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potential diluted common shares. The Group has two categories of potential diluted common shares: warrants and stock option.
Warrants issued by Group – For calculation of the diluted earnings per share it is assumed that the warrants (both of the first and second tranche) were converted into common shares. A calculation is made to determine the number of shares which might have been acquired for the fair value with the proceeds from the exercise price of the warrants. The number of shares calculated as described above is compared to the number of shares issued assuming the exercise of the warrants to purchase the shares. In the case of warrants of the 2nd. Installment, it is considered that the number of shares which might have been acquired with the proceeds from the exercise price is equal to the number of shares issuable upon exercise of the warrants, not resulting in any increase of shares for calculation of the diluted earnings per share.
Stock option plan- No adjustments are made to the net income (loss). A calculation is made to determine the number of shares which might have been acquired for the fair value with the proceeds from the exercise price of the options. The proceeds include exercise price to be paid and the compensation based on unrecognized shares. The number of shares calculated as described above is compared to the number of shares issued assuming the exercise of the options for purchase of shares.
On June 30, 2013, there were 947,509 (370,007 on June 30, 2012) outstanding stock options, related to the Stock Option Program 1, 2 and 3, and 25,600 warrants (Note 22.b). Only the Stock Option Program 1 had a dilutive effect of 23,384 shares, the others had no dilution effect. On June 30, 2012, there was only the Stock Option Program 1 wich was anti dilutive As a consequence, the diluted earnings per share is equal to the basic earnings per share for the presented periods.
F-98
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
30. | Provision for legal claims |
The Group 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, as applicable. The provision for probable losses arising from these lawsuits has been estimated and revised by management, supported by the opinion of the Group ‘s external legal advisors. As of June 30, 2013 the Group recorded a provision of (R$4,802 corresponding to lawsuits involving the risk of probable loss, as summarized below:
Labor | Environmental | Tax | ||||||||||
At June 30, 2011 | 480 | — | — | |||||||||
Additions | 661 | — | — | |||||||||
Financial charges | 290 | — | — | |||||||||
Reversal/payments | (248 | ) | — | — | ||||||||
|
|
|
|
|
| |||||||
At June 30, 2012 | 1,183 | — | — | |||||||||
|
|
|
|
|
| |||||||
Additions | 105 | 3,213 | 1,813 | |||||||||
Financial charges | 96 | 781 | — | |||||||||
Reversal/payments | (791 | ) | (1,598 | ) | — | |||||||
|
|
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| |||||||
At June 30, 2013 | 593 | 2,396 | 1,813 | |||||||||
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|
|
At June 30, 2013, the provision for environmental claims in the amount of R$2,396 relates to the challenge of IBAMA notice of violation of the protection rules in permanent preservation areas and 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 Group recorded provision for environmental claims.
In addition, the provisions recorded relating to the Group’s civil, tax and labor lawsuits, for which the expection of loss is estimated as possible are as follows:
2013 | 2012 | 2011 | ||||||||||
Civil claims | 6,552 | 6,382 | 3,393 | |||||||||
Tax claims | 12,871 | 9,900 | — | |||||||||
Labor claims | 665 | 1,001 | 11 | |||||||||
Environmental claims | — | 3,907 | 2,700 | |||||||||
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| |||||||
20,088 | 21,190 | 6,104 | ||||||||||
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F-99
Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
30. | Provision for legal claims(Continued) |
(i) | Civil lawsuits |
At June 30, 2013, the amount of R$6,522 (R$6,382 at June 30, 2012) refers mainly to: (i) declaration of nullity of debt confession due to the purchase and sale of rice in the amount of R$1,011, (ii) Suspension of protest of promissory note provided as guarantee upon the debt confession arising from purchase and sale of rice in the amount of R$1,016, (iii) action of out of court instrument for legal fees set forth in Private Instrument of Rural Partnership, in the amount of R$ 127, (iv) indemnity for moral and property damages, in the amount of R$1,004 and (v) annulment of acts practiced by the parties and by Imobiliária Cajueiro Ltda, aiming at a plot of land which was formerly owned by the plaintiffs, in the amount of R$3,394.
Under civil law, the offender is strictly liable for any environmental damage and subject to an objective standard of care, which creates liability regardless of negligence by the offender. Consequently, the Company are jointly liable with any third parties providing services for the Company to the extent their activities cause environmental damage. Environmental regulation also permits the regulator to recover damages from the controlling entity through the chain of share ownership if the direct offender is unable to pay the related damage.
(ii) | Tax lawsuits |
At June 30, 2013, the amount of R$12,871 (R$9,900 at June 30, 2012) refers mainly to: (i) the appeal filed by the Group 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 Group and, accordingly, did not approve the offset of income tax in the amount of R$10,422 and to (ii) appeal filed against partial approval of tax credit and, as a consequence, did not approve some income tax offsets made by the Group in the amount of R$2,354.
(iii) | Labor claims |
At June 30, 2013, the balance of R$664 (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.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
30. | Provision for legal claims (Continued) |
(iv) | Environmental Licenses |
Environmental licensing is required for activities utilizing environmental resources that are considered potentially pollutant, or those that may in any way cause environmental degradation. Some Brazilian states require licenses for agricultural and animal-raising activities.
The environmental licensing procedure includes “prior,” “installation” and “operating” licenses. A “prior” license is granted during the preliminary phase of planning the enterprise or activity to authorize its location and concept and attesting to its environmental feasibility. An “installation” license authorizes the installation of an enterprise or activity in accordance with the specifications stated in approved plans, programs and projects. An “operating” license authorizes an activity or enterprise to operate after the conditions stated in the “prior” licenses are fulfilled and verified, with environmental protection measures and certain conditions for operations. This last license must be renewed at the end of its period of validity, which is determined by the competent environmental agency depending on the activity being developed.
The Company is in the process of obtaining licenses for two of its properties, Alto Taquari and Nova Buriti farms, and the Management is unable to estimate the amount of time that it will take to obtain such licenses.
The Partnership I farm is divided in two areas located in different jurisdictions—São Francisco and Regalito. For the area located in São Francisco, the Company have obtained the environmental license, which is being renewed, and the Company´s Management unable to estimate the amount of time that it will take to obtain such renewal. For the area located in Regalito, the Company is in the process of obtaining the relevant license and at this point are unable to estimate the amount of time that it will take to do so.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
31. | Commitments |
a) | Contract for grains supply |
The sales price of soybean may be determined by the Group for the total or partial volume promised to be sold up to the date of delivery. The price, when established, is determined according to a contractual formula based on the soybean quotation at Chicago Board of Trade (“CBOT”). The price established in US dollars is settled at the end of the commitment period in reais considering exchange rates defined in contract some days before the financial settlement date.
Based on the terms of the contract, the Group is subject to fines in the event of non delivery on the committed volumes.
On June 30, 2013 there were commitments signed for 188,280 bags of soybean and on June 30, 2012 these commitments were of 86,110 bags of soybean.
Corn is sold on small quantitier and the price determined in reais upon the sale. On June 30, 2013, there were commitments entered into for delivery of 78,714 bags of corn and on June 30, 2012 there were no commitments for corn.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
31. | Commitments (Continued) |
b) | Contracts of sugarcane supply between Brasilagro and ETH Bioenergia |
In March 2008, the Company two contracts for the exclusive supply to ETH Bioenergia of the entirety of our sugarcane production over two full crop cycles (for sugarcane, one full crop cycle consists of six agricultural years and five harvests, renewable upon the agreement of the parties. One of the contracts refers to our cultivation from an area of approximately 5,718 hectares at our Araucária farm and the second to approximately 3,669 hectares at our Alto Taquari farm. The price per ton, for the purpose of these agreements, is determined based on Total Recoverable Sugar (ATR) price per ton of sugarcane effectively delivered, with ATR corresponding to the quantity of sugar available in the raw material, minus sugar content lost during the production process, multiplied by the market prices of sugar and ethanol sold by regional plants in the internal and external market, in each case, as determined by the São Paulo Counsel of Sugarcane, Sugar and Alcohol Producers (Conselho de Produtores de Cana, Açúcar e Álcool de São Paulo), or CONSECANA. For the year ended June 30, 2013, sales of our sugarcane production to ETH Bioenergia were R$61.0 million, representing 32.9% of our total revenue. The purpose of contracts is not to secure a more favorable price than the market price, since we expect that the ATR price as determined by CONSECANA will be generally equivalent to the market price, but rather to secure the sale of our sugarcane production over the long term.
2013 | 2012 | 2011 | ||||||||||
Exclusive supply of sugarcane to ETH | 62,583 | 41,260 | 24,845 |
According to the contract executed between the Company and ETH Bioenergia in 2008, related to the exclusive supply of sugarcane, the table above states the amounts corresponding to 1,047,791 tons of sugarcane delivered up to June 30, 2013, 636,335 tons of sugarcane delivered up to June 30, 2012 and 546,493 tons of sugarcane delivered up to June 30, 2011. The price per ton of sugarcane delivered was calculated based on the Total Recoverable Sugar (ATR) assessed on sales dates. The future estimated quantity of sugarcane to be delivered is difficult to determine due to the fluctuations and variability in market value and harvest productivity.
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
31. | Commitments (Continued) |
c) | Lease contract |
2013 | 2012 | 2011 | ||||||||||
Lease contract | 1,166 | 1,189 | — |
On July 13, 2011 and September 15, 2011 the Group entered into two agreements to lease farms (Partnership I) located both in the municipality of Jaborandi, in the state of Bahia. The areas are expected to be used for planting of soybean, corn, cotton and similar crops, as well as to plant other long seeds whose growing period does not exceed the term of the agreement. The agreements also set forth: (a) a preference right with respect to lease renewal, as well as a (b) preference right for the purchase of the farms.
The calculation of the amount of lease is based on the soybean quotation on the day prior to maturity, multiplied by the quantity of bags established in the contract. As the lease amount is variable, the lease contract complies with the definition of an operatin lease. As of June 30, 2013, there is a lease payable balancein the amount of R$525.
The total operating lease to be paid in the long term according to these contracts, corresponds to 123,583 bags of soybean, being future minimum payments within a year amounting to R$2,107 and between one and five year, R$5,083.
32. | Related party transactions |
The primary related party transations are at follows
2013 | 2012 | 2011 | ||||||||||
Current assets | ||||||||||||
Cresud(a) | 347 | — | — | |||||||||
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347 | — | — | ||||||||||
Current liabilities – trade accounts payable | — | — | ||||||||||
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Cresud(a) | 183 | — | — | |||||||||
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183 | — | — |
(a) | Expenses and revenue related toDue Diligence of new acquisitions (Cresud). |
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Table of Contents
Brasilagro—Companhia Brasileira de Propriedades Agrícolas
Notes to the financial statements (Continued)
June 30, 2013
(Amounts in thousands of Brazilian reais, except as stated otherwise)
33. | Insurance |
The Group maintains civil liability insurance policity to cover farms, vehicles, life insurance and personal accident for employees and directors, as well as insurance for Directors and Officers liability insurance. The coverage amount is considered sufficient by management to cover adventitious risks and liabilities over its assets and/or responsibilities. The Group has assessed the risk of farm buildings and facilities owned by the Group, as well as its inventory and biological assets, and has concluded that there was no need for other types of insurance due to low chances of occurrence.
Below is the table of the liabilities covered by insurance and the related amounts at June 30, 2013:
Insurance type | Coverage thousands—R$ | |||
Vehicles | 1,714 | |||
Civil liability (D&O) | 30,000 | |||
Civil, Professional and General liability | 5,000 | |||
Machinery | 5,988 | |||
Fire and damages in improvements | 1,540 |
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