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Subsequent events to the reporting date (Tables) - Business combinations - Fibria
12 Months Ended
Dec. 31, 2018
Events subsequent to the reporting date  
Summary of purchase price allocation

 

 

 

 

 

    

(amounts expressed

 

 

 

in millions of Reais)

 

Cash consideration

 

27,797

 

Issuance of shares (Suzano)

 

9,438

 

Total consideration

 

37,235

 

 

 

 

 

Book value of Fibria's shareholders' equity

 

14,149

 

Elimination of the book value of existing goodwill, net of the deferred income taxes

 

(3,495)

 

Mandatory minimum dividends (Eliminated balance)

 

725

 

Book value of Fibria's shareholders' equity, net of goodwill

 

11,379

 

 

 

 

 

Adjustments to fair value

 

  

 

Inventories

 

2,179

(a)

Property, plant and equipment

 

9,445

(b)

Customer relationship

 

9,031

(c)

Port Assets

 

749

(d)

Possible contingent losses

 

(2,971)

(e)

Loans and Financing

 

(60)

(f)

Taxes recoverable

 

(236)

(g)

Other Net Assets and Liabilities

 

369

(h)

Deferred taxes, net

 

(547)

(i)

 

 

 

 

Total impact of fair value

 

17,959

 

 

 

 

 

Total preliminary goodwill

 

7,897

 


(a)

Calculated considering the balance of finished products based on selling price, net of selling expenses and an accepted margin based on the results achieved in 2018.

(b)

Determined based on the analysis of market data on comparable transactions and cost quantification, based on the estimate of replacement or replacement value of the assets.

(c)

In order to determine the fair value adjustment in the customer portfolio, the income approach and the MPEEM (Multi Period Excess Earnings Method) method were used to measure the present value of the income that will be generated during the remaining useful life of the asset. Considering the 5-year history of Fibria's sales data and the churn rate that measures customer satisfaction and customer permanence in the portfolio, the adjustment was calculated using estimated discounted cash flows.

(d)

Fibria has concession contracts and port assets to assist in port operations in Brazil. The fair value calculation of these assets was considered the income approach, the MPEEM (Multi Period Excess Earnings Method) method that measures the present value of the income that will be generated during the remaining useful life of the asset and method of direct cost differential.

(e)

At the moment, in the business combination, for the calculation of the fair value of the contingencies, whose chances of loss were considered possible and remote by Fibria's Management, the amounts indicated were considered by the Management of Suzano and its external and independent advisors based on the analyzes of Fibria's external lawyers.

(f)

Adjustment to fair value of loans and financing was calculated based on the fair value of the Bonds, based on the quotation of the security in the secondary market, and the adjustment to present value considering the market rate at the base date.

(g)

For the measurement of the fair value of the taxes to be recovered, the amount to be recovered, brought to present value considering the expected Selic rate for the same period, was considered.

(h)

In other net assets and liabilities, including supply contracts, accounts receivable and advances to suppliers, the income evaluation methodology, the present value and the direct cost differential were used.

(i)

Deferred income tax on fair value adjustments of assets in Veracel and Portocel.

Schedule of detailed information about Business Combination

 

 

 

 

    

(expressed in

 

 

millions of Reais)

 

 

Fair value

Assets

 

 

Current

 

  

Cash and cash equivalents

 

1,795

Financial instruments

 

4,316

Derivative financial instruments

 

211

Trade accounts receivable

 

1,302

Inventories

 

6,187

Recoverable taxes

 

261

Other assets

 

213

Total Current Assets

 

14,285

 

 

 

Non-current

 

  

Financial Investments

 

173

Derivative Financial Instruments

 

455

Recoverable taxes

 

988

Advances to Suppliers

 

604

Judicial deposits

 

210

Deferred taxes

 

1,567

Other assets

 

227

 

 

4,224

 

 

 

Investments

 

200

Biological assets

 

4,580

Property, plant and equipment

 

25,044

Right of Use

 

2,761

Intangible assets

 

 

Other intangible assets

 

309

Customer Portfolio

 

9,031

Software

 

21

Cultivars

 

143

Supplier contracts

 

172

Port assets

 

749

Added value of contracts-leases

 

44

Unallocated parcel-Goodwill

 

7,897

 

 

50,951

 

 

 

Total Non-current assets

 

55,175

 

 

 

Total Asset

 

69,460

 

 

 

 

 

 

 

(expressed in

 

 

millions of Reais)

 

 

Fair value

Liabilities

 

 

Current

 

 

Loans and financing

 

3,136

Derivative Financial Instruments

 

276

Lease Liabilities

 

349

Trade accounts payable

 

3,427

Payroll and charges

 

402

Taxes payable

 

129

Dividends payable

 

 6

Other accounts payable

 

150

Total Current Liabilities

 

7,875

 

 

 

Non-current

 

 

Loans and financing

 

17,591

Lease Liabilities

 

2,412

Derivative Financial Instruments

 

126

Provision for contingencies, liquid

 

3,182

Deferrad taxes

 

558

Other accounts payable

 

369

Total Non-Current Liabilities

 

24,238

 

 

 

Total Liabilities

 

32,113

 

 

 

Equity

 

 

Shareholders ' equity

 

37,236

 

 

 

Non-controlling interest

 

111

 

 

 

Total equity

 

37,347

 

 

 

Total liabilities and shareholders' equity

 

69,460