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COMPANY’S OPERATIONS
9 Months Ended
Sep. 30, 2021
COMPANY’S OPERATIONS

 

1.COMPANY’S OPERATIONS

BRF S.A. (“BRF”) and its subsidiaries (collectively the “Company”) is a publicly traded company, listed on the segment Novo Mercado of Brasil, Bolsa, Balcão (“B3”), under the ticker BRFS3, and listed on the New York Stock Exchange (“NYSE”), under the ticker BRFS. The Company’s registered office is at Rua Jorge Tzachel, nº 475, Bairro Fazenda, Itajaí - Santa Catarina and the main business office is in the city of São Paulo.

BRF is a Brazilian multinational company, with global presence, which owns a comprehensive portfolio of products, and it is one of the world’s largest companies of food products. The Company operates by raising, producing and slaughtering poultry and pork for processing, production and sale of fresh meat, processed products, pasta, margarine and others.

The Company holds as main brands Sadia, Perdigão, Qualy, Chester®, Kidelli, Perdix and Banvit, present mainly in Brazil, Turkey and Middle Eastern countries.


1.1.Equity interest

Schedule of equity interest

              % equity interest
Entity     Main activity   Country (1)   09.30.21   12.31.20
BRF GmbH     Holding   Austria   100.00    100.00
BRF Foods LLC (g)   Import, industrialization and commercialization of products   Russia   99.99    99.90
BRF Global Company Nigeria Ltd.     Marketing and logistics services   Nigeria   99.00    99.00
BRF Global Company South Africa Proprietary Ltd.     Administrative, marketing and logistics services   South Africa   100.00    100.00
BRF Global Company Nigeria Ltd.     Marketing and logistics services   Nigeria   1.00   1.00
BRF Global GmbH     Holding and trading   Austria   100.00    100.00
BRF Foods LLC (h)   Import, industrialization and commercialization of products   Russia   0.01   0.10
BRF Japan KK     Marketing and logistics services, import, export, industrialization and commercialization of products   Japan   100.00    100.00
BRF Korea LLC     Marketing and logistics services   Korea   100.00    100.00
BRF Shanghai Management Consulting Co. Ltd.     Provision of consultancy and marketing services   China   100.00    100.00
BRF Shanghai Trading Co. Ltd.     Import, export and commercialization of products   China   100.00    100.00
BRF Singapore Foods PTE Ltd.     Administrative, marketing and logistics services   Singapore   100.00    100.00
Eclipse Holding Cöoperatief U.A.     Holding   The Netherlands   99.99    99.99
Buenos Aires Fortune S.A.     Holding   Argentina   4.36   4.36
Eclipse Latam Holdings     Holding   Spain   100.00    100.00
Buenos Aires Fortune S.A.     Holding   Argentina   95.64    95.64
Perdigão Europe Lda.     Import, export of products and administrative services   Portugal   100.00    100.00
Perdigão International Ltd. (d)   Import and export of products   Cayman Island    -     100.00
ProudFood Lda.     Import and commercialization of products   Angola   90.00    90.00
Sadia Chile S.A.     Import, export and commercialization of products   Chile   40.00    40.00
Wellax Food Logistics C.P.A.S.U. Lda.     Import, commercialization of products and administrative services   Portugal   100.00    100.00
BRF Austria GmbH (o)   Holding   Austria   100.00    100.00
One Foods Holdings Ltd.     Holding   UAE   100.00    100.00
Al-Wafi Food Products Factory LLC     Import, export, industrialization and commercialization of products   UAE   49.00    49.00
Badi Ltd.     Holding   UAE   100.00    100.00
Al-Wafi Al-Takamol International for Foods Products     Import and commercialization of products   Saudi Arabia   100.00    100.00
Joody Al Sharqiya Food Production Factory LLC (b)   Import and commercialization of products   Saudi Arabia   100.00  
BRF Al Yasra Food K.S.C.C. ("BRF AFC") (c)   Import, commercialization and distribution of products   Kuwait   100.00    75.00
BRF Foods GmbH     Industrialization, import and commercialization of products   Austria   100.00    100.00
Al Khan Foodstuff LLC ("AKF")     Import, commercialization and distribution of products   Oman   70.00    70.00
FFQ GmbH (e)   Industrialization, import and commercialization of products   Austria    -     100.00
TBQ Foods GmbH     Holding   Austria   60.00    60.00
Banvit Bandirma Vitaminli     Import, industrialization and commercialization of products   Turkey   91.71    91.71
Banvit Enerji ve Elektrik ÜretimLtd. Sti. (a)   Generation and commercialization of electric energy   Turkey   100.00    100.00
Banvit Foods SRL (f)   Industrialization of grains and animal feed   Romania    -    0.01
Nutrinvestments BV     Holding   The Netherlands   100.00    100.00
Banvit ME FZE     Marketing and logistics services   UAE   100.00    100.00
Banvit Foods SRL (f)   Industrialization of grains and animal feed   Romania    -     99.99
One Foods Malaysia SDN. BHD.     Marketing and logistics services   Malaysia   100.00    100.00
Federal Foods LLC     Import, commercialization and distribution of products   UAE   49.00    49.00
Federal Foods Qatar     Import, commercialization and distribution of products   Qatar   49.00    49.00
BRF Hong Kong LLC (a)   Import, commercialization and distribution of products   Hong Kong   100.00    100.00
Eclipse Holding Cöoperatief U.A.     Holding   The Netherlands   0.01   0.01
Establecimiento Levino Zaccardi y Cia. S.A. (a)   Industrialization and commercialization of dairy products   Argentina   99.99    99.99
BRF Energia S.A.     Commercialization of eletric energy   Brazil   100.00    100.00
BRF Pet S.A.     Industrialization, commercialization and distribution of feed and nutrients for animals   Brazil   100.00    100.00
Affinity Petcare Brasil Participações Ltda. (n)   Holding   Brazil   100.00    - 
Mogiana Alimentos S.A. (l)   Manufacturing, distribution and sale of Pet Food products   Brazil   50.00    - 
Gewinner Participações Ltda. (j)   Industrialization, distribution and sale of feed and nutrients for animals   Brazil   100.00    - 
Hecosul Alimentos Ltda. (j)   Manufacturing and sale of animal feed   Brazil   100.00    - 
Hercosul Distribuição Ltda. (j)   Import, export, wholesale and retail sale of food products for animals   Brazil   100.00    - 
Hercosul Soluções em Transportes Ltda. (j)   Road freight   Brazil   100.00    - 
Hercosul International S.R.L. (j)   Manufacturing, export, import and sale of feed and nutrients for animals   Paraguay   99.00    - 
Paraguassu Participações S.A. (m)   Holding   Brazil   100.00    - 
Mogiana Alimentos S.A. (l)   Manufacturing, distribution and sale of Pet Food products   Brazil   50.00    - 
Hercosul International S.R.L. (k)   Manufacturing, export, import and sale of feed and nutrients for animals   Paraguay   1.00    - 
PP-BIO Administração de bem próprio S.A. (i)   Management of assets   Brazil    -     33.33
PR-SAD Administração de bem próprio S.A.     Management of assets   Brazil   33.33    33.33
ProudFood Lda.     Import and commercialization of products   Angola   10.00    10.00
PSA Laboratório Veterinário Ltda.     Veterinary activities   Brazil   99.99    99.99
Sino dos Alpes Alimentos Ltda. (a)   Industrialization and commercialization of products   Brazil   99.99    99.99
Sadia Alimentos S.A.     Holding   Argentina   43.10    43.10
Sadia Chile S.A.     Import, export and commercialization of products   Chile   60.00    60.00
Sadia International Ltd. (l)   Import and commercialization of products   Cayman Island    -     100.00
Sadia Uruguay S.A.     Import and commercialization of products   Uruguay   100.00    100.00
Sadia Alimentos S.A.     Holding   Argentina   56.90    56.90
Vip S.A. Empreendimentos e Participações Imobiliárias     Commercialization of owned real state   Brazil   100.00    100.00
Establecimiento Levino Zaccardi y Cia. S.A. (a)   Industrialization and commercialization of dairy products   Argentina   0.01   0.01
PSA Laboratório Veterinário Ltda.     Veterinary activities   Brazil   0.01   0.01
Sino dos Alpes Alimentos Ltda. (a)   Industrialization and commercialization of products   Brazil   0.01   0.01

 

(1)UAE – United Arab Emirates.
(a)Dormant subsidiaries. The Company is evaluating the liquidation of these subsidiaries.
(b)On January 18, 2021, 100% of the capital stock of Joody Al Sharqiya Food Production Factory LLC was acquired (note 1.2.1).
(c)On March 9, 2021, the minority stake on BRF AFC was acquired, as described below.
(d)On March 24, 2021, the subsidiary Perdigão International Ltd. was dissolved.
(e)On March 30, 2021, the subsidiary FFQ GmbH was dissolved.
(f)On May 4, 2021 the sale of shares held in Banvit Foods SRL was concluded, as described below.
(g)On May 31, 2021, BRF GmbH purchased additional 0.09% interest in BRF Food LLC from BRF Global GmbH.
(h)On May 31, 2021, BRF Global GmbH sold 0.09% interest in BRF Food LLC to BRF GmbH.
(i)On July 30, 2021, BRF S.A. sold all the shares held in PP-BIO Administração de bem próprio S.A.
(j)On August 02, 2021, 99% of the capital stock of Hercosul International S.R.L. was acquired by BRF Pet S.A., as per note 1.2.2
(k)On August 02, 2021, 1% of the capital stock of Hercosul International S.R.L. was acquired by BRF S.A., as per note 1.2.2
(l)On August 19, 2021, the subsidiary Sadia International Ltd. was dissolved.
(m)On September 01, 2021, Paraguassu Participações S.A. was acquired by BRF Pet S.A., as per note 1.2.3
(n)On September 01, 2021, Affinity Petcare Brasil Participações Ltda. was acquired by BRF Pet S.A., as per note 1.2.3
(o)On October 21, 2021 it was approved the merger of BRF Austria GmbH into BRF GmbH retroactively to 01 January 2021 according to the Austrian law.

 

On March 9, 2021 the Company, through its wholly-owned subsidiary One Foods Holdings Ltd.(“One Foods”) acquired from Al Yasra Food Company W.L.L their minority stake of 25% of BRF Al Yasra Food K.S.C.C. (“BRF AFC”), entity located in Kuwait, responsible for the distribution of BRF products in the country. The transaction was concluded for the amount equivalent to R$238,421 (USD40,828) and from this date, BRF AFC became a wholly-owned subsidiary of One Foods. The amount paid is presented in the financing activities on the statement of cash flows and the difference between the amount paid and the book value of the participation acquired was recorded in Equity as Other Reserves, in the amount of R$79,673.

On May 4, 2021, Nutrinvestment BV and Banvit Bandirma Vitaminli, indirectly controlled subsidiaries of the Company, concluded the sale to Aaylex System Group S.A. of 100% of the shares held in Banvit Foods SRL, engaged in the activities of manufacture of animal feed and egg hatchery in Romania. The sale amount, received on that date, was equivalent to R$132,425 (EUR 20,300). In June, the parties established a price adjustment due to net debt and working capital, in the amount equivalent to R$13,059 (EUR2,157). In the nine-month period ended on September 30, 2021, the Company recognized a gain with the sale of R$76,148.

Except for the associate PR-SAD in which the Company records the investments by the equity method, all other entities shown in the table above were consolidated.

 

1.2.Business combinations

1.2.1.   Joody Al Sharqiya Food Production Factory

On January 18, 2021, through its wholly-owned subsidiary Badi Limited ("Badi"), the Company concluded the acquisition of 100% of the capital stock of Joody Al Sharqiya Food Production Factory ("Joody Al"), a food processing company in Saudi Arabia. The fair value of the consideration transferred was equivalent to R$41,620 (SAR29,793) paid in cash, and from this date, Joody Al has become a wholly-owned subsidiary of Badi. The purchase price may be adjusted according to certain conditions established in the purchase agreement.

The goodwill of R$12,376 arising from the business combination consists mainly of the synergies expected with the combination of the operations of BRF and Joody Al, strengthening the Company’s presence in the Saudi Arabian market. The results and the goodwill are presented in the International segment (note 24).

The fair value of the acquired assets and assumed liabilities in the business combination is presented below:

    Fair value at the acquisition date
Assets    
Cash and cash equivalents    408
Inventories    832
Advances    232
Property, plant and equipment, net   30,128
Total   31,600
Liabilities    
Trade accounts payable   1,420
Taxes payable    550
Employee benefits    286
Other current liabilities    100
Total   2,356
     
Net assets acquired   29,244
     
Fair value of consideration transferred   41,620
     

Goodwill

  12,376

 

 

1.2.2.   Hercosul Group

On August 2, 2021 the Company concluded the acquisition of 100% of the capital stock of the companies that compose the Hercosul Group, after with the fulfillment of the conditions precedent. From this date, BRF Pet S.A. (“BRF Pet”) became owner of 100% of Gewinner Participações Ltda. and 99% of Hercosul International S.R.L. (“Hercosul International”) and BRF S.A. became owner of 1% of Hercosul International.

The initial fair value of the consideration transferred was of R$794,535 of which R$675,355 was paid in cash and R$119,180 will be paid in the next 4 years. The amount payable is subject to interest and was recorded as other liabilities, with subsequent changes recorded as financial expenses. According to conditions established in the acquisition contract, which are common to transactions of this nature, the value of the consideration may be adjusted based on the net debt, working capital and contingent assets of the Hercosul Group and for which the Company has used its best estimate at the disclosure date of this condensed consolidated interim financial information. There is no maximum amount defined for the price adjustment.

The Company incurred in expenses with advisors, lawyers and other related to the acquisition and integration of Hercosul Group in the amount of R$14,335 for the nine-month period ended on September 30, 2021, which were recognized under administrative expenses.

The preliminary goodwill of R$766,183 recognized in the acquisition consists mainly of the value of the synergies expected from the combination of the operations of BRF Pet, Hercosul Group and Mogiana Group and the value of the acquired intangibles, including brands, which reinforce BRF's presence in the pet food sector. The results, intangible assets with indefinite useful life and goodwill arising from this business combination are presented in Other segments (note 24).

Due to the size and complexity of the Hercosul Group operations, at the disclosure date of this condensed interim financial information, the evaluation by an independent party of the fair value of the assets acquired and liabilities assumed is in progress. The Company's current best estimate of the fair value of the assets and liabilities is presented below and reflected in the Company's condensed consolidated interim financial information:

         
    Fair value at the acquisition date
    Gewinner Participações
Consolidated
  Hercosul International
Assets        
Cash and cash equivalents   17,743   4,402
Trade and other receivables   40,838   8,475
Inventories   34,355   9,623
Recoverable taxes   15,771   4,078
Advances   29,103    -
Property, plant and equipment, net   23,829   59,135
Intangible assets    647    393
Other assets     773   2,805
Total   163,059   88,911
Liabilities        
Social and Labor Obligations   6,681    200
Trade accounts payable   66,760   8,320
Taxes payable   14,879    200
Loans and borrowings   65,825   29,555
Other liabilities   10,720   20,478
Total   164,865   58,753
         
Net assets acquired   (1,806)   30,158
         
Fair value of consideration transferred   726,186   68,349
         
Preliminary goodwill   727,992   38,191

 

In addition to the information presented above, the following assets will probably have fair value allocations in the business combination and have not yet been measured: inventories, trademarks, customer relationship and fixed assets. Management expects this report to be completed in the beginning of 2022, when the final allocation of the purchase price and its respective accounting effects will be determined.

 

This business combination contributed net revenue of R$32,458 and net income of R$2,016 from the acquisition date to September 30, 2021 in the condensed consolidated statement of income. If the business combination had taken place at the beginning of the nine-month period ended September 30, 2021, the consolidated net revenues for this period would have increased by R$198,168 and the consolidated net loss for the period would have increased by R$36,258.

1.2.3.   Mogiana Group

On September 1, 2021, the Company, through its wholly-owned subsidiary BRF Pet dedicated to the pet food sector, concluded the acquisition of Paraguassu Participações S.A. ("Paraguassu") and Affinity Petcare Brasil Participações Ltda. ("Affinity"), both owner of 100% of the capital stock of Mogiana Alimentos S.A. (together form the “Mogiana Group”), after fulfillment of all conditions precedent. Therefore, from this date, Paraguassu and Affinity became wholly-owned subsidiaries of BRF Pet.

The initial fair value of the consideration transferred was of R$435,773 of which R$290,225 was paid in cash and R$145,548 will be paid in the next 6 years. The amount payable is subject to interest and was recorded as other liabilities, with subsequent changes recorded as financial expenses. In addition, from the term value, R$60,000 will be deposited in an escrow account (restricted cash) after the first anniversary of the acquisition, as a guarantee for BRF Pet in case of eventual indemnities provided for in the acquisition contract. According to conditions established in the acquisition contract, which are common to transactions of this nature, the value of the consideration may be adjusted based on the net debt, working capital and contingent assets of Mogiana Alimentos S.A. and for which the Company has used its best estimate at the disclosure date of this condensed consolidated interim financial information. There is no maximum amount defined for the price adjustment.

The Company incurred in expenses with advisors, lawyers and other related to the acquisition and integration of Mogiana in the amount of R$8,146 for the nine-month period ended on September 30, 2021, which were recognized under administrative expenses.

The preliminary goodwill of R$283,426 recognized in the acquisition consists mainly of the value of the synergies expected from the combination of the operations of BRF Pet, Mogiana Group and Hercosul Group and the value of the acquired intangibles, including brands, which reinforce BRF's presence in the pet food sector. The results, intangible assets with indefinite useful life and goodwill arising from this business combination are presented in Other segments (note 24).

Due to the size and complexity of the Mogiana Group operations, at the disclosure date of this condensed interim financial information, the evaluation by an independent party of the fair value of the assets acquired and liabilities assumed is in progress. The Company's current best estimate of the fair value of the assets and liabilities is presented below and reflected in the Company's condensed consolidated interim financial information:

 

Mogiana Group Combined   Fair value at the acquisition date
Assets    
Cash and cash equivalents    938
Marketable securities   29,842
Trade and other receivables   61,184
Inventories   55,334
Recoverable taxes   29,020
Property, plant and equipment, net   101,618
Intangible assets   1,064
Other assets    5,500
Total   284,500
Liabilities    
Trade accounts payable   55,838
Loans and borrowings   22,734
Lease liability   11,147
Taxes payable   10,438
Labor Obligations   6,296
Contingencies   8,363
Employee benefits   2,081
Deferred Taxes    750
Other liabilities   14,506
Total   132,153
     
Net assets acquired   152,347
     
Fair value of consideration transferred   435,773
     
Preliminary goodwill   283,426

 

In addition to the information presented above, the following assets will probably have fair value allocations in the business combination and have not yet been measured: inventories, trademarks, customer relationship, non-compete agreement and fixed assets. Management expects this report to be completed in the beginning of 2022, when the final allocation of the purchase price and its respective accounting effects will be determined.

This business combination contributed net revenue of R$41,438 and net income of R$1,901 from the acquisition date to September 30, 2021 in the condensed consolidated statement of income. If the business combination had taken place at the beginning of the nine-month period ended on September 30, 2021, the consolidated net revenues for this period would have increased by R$329,418 and the consolidated net loss for the period would be reduced by R$27,955.

1.3.Discontinued Operations

In the nine-month period ended on September 30, 2021, the Company completed the price adjustment process related to sale of Campo Austral S.A. and determined a preliminary price adjustment related to the sale of Avex S.A., which is subject to modifications until the final agreement is signed between the parties.

The referred price adjustment totaled an expense of R$59,270 (R$47,802 net of taxes) and are presented in Net Loss of Discontinued Operations, consistently with the practice adopted in the sale of the operations in 2019.

 

1.4.Partnership – self-generation of energy

1.4.1.   Partnership with AES

On August 16, 2021, the Company entered into an investment agreement with a subsidiary of AES Brasil Energia S.A. to incorporate a joint venture for the construction of a wind energy park for self-generation in the wind farm complex of Cajuína, Rio Grande do Norte, with an installed capacity of 160MWm (average Megawatt), generating 80MWm to be supplied to the Company by means of a 15-year power purchase agreement.

Through this partnership, the Company is expected to meet about a third of its energy needs for the Brazilian operations and the operation of the park is scheduled to begin by 2024.

The closing of this partnership is subject to approval of the competent authorities and the verification of other usual conditions in operations of this nature.

1.4.2.   Partnership with PontoOn

On September 16, 2021, the Company together with Intrepid Participações S.A. (“Intrepid”) entered into a 15-year renewable energy power purchase agreement together with a call option agreement, which provides for the entry of BRF, through a holding company jointly held with Intrepid, aiming the construction of a sun energy self-generation plant in Mauriti and Milagres, Ceará, with an installed capacity of 320MWp (Megawatt-peak) generating, on average, 80MWm.

The call option agreement provides BRF with the right to acquire participation in Intrepid for a fixed price. Should BRF exercise the option, the Company will directly invest the approximate amount of R$50 million, to be disbursed during the Project’s development. The operation of the complex is scheduled to begin by 2024.

1.5.Investigations involving BRF
1.5.1.Carne Fraca and Trapaça operations

The Company has been subject to two investigations conducted by Brazilian governmental entities, denominated “Carne Fraca Operation” in 2017 and “Trapaça Operation” in 2018, as detailed in the financial statements for the year ended on December 31, 2020 (note 1.2). The Company’s Audit and Integrity Committee conducted independent investigations, along with the Independent Investigation Committee, composed of external members and with external legal advisors in Brazil and abroad with respect to the allegations involving BRF employees and former employees.

The main impacts observed as result of the referred investigations were recorded in Other Operating Expenses in the amount of R$8,554 for the nine-month period ended on September 30, 2021 (R$28,099 in the same period of the previous year) and R$412 for the three-month period ended on September 30, 2021 (R$4,027 in the same period of the previous year) mostly related to expenditures with lawyers, legal advisors and consultants.

In addition to the impacts already recorded, there are uncertainties about the outcome of these investigations which may result in penalties, fines and normative sanctions, right restrictions and other forms of liabilities, for which the Company is not able to make a reliable estimate of the potential losses. The outcomes may result in payments of substantial amounts, which may cause a material adverse effect on the Company’s financial position, results and cash flows in the future.

Regarding the investigations conducted by regulators offices and governmental entities in the United States of America about these operations, on February 25, 2021, the Division of Enforcement of the U.S. Securities and Exchange Commission (“SEC”) issued a letter to the Company stating that it has concluded its investigation and, based on information to date, does not intend to recommend an enforcement action by the SEC against the Company. On May 5, 2021, the U.S. Department of Justice (“DOJ”) issued a letter stating that it has closed its investigation against BRF, based on information to date. No sanctions or penalties were imposed against the Company.

 

1.5.2.Governance enhancement

The Company has been taking actions to strengthen the compliance with its policies, procedures and internal controls.

 

Among the actions implemented, are: (i) strengthening in the risk management, specially compliance, (ii) continuous improvement of the Compliance, Internal Audit and Internal Controls departments, (iii) review and issuance of new policies and procedures specifically related to applicable anticorruption laws, (iv) review and enhancement of the procedures for reputational verification of business partners, (v) review and enhancement of the processes of internal investigation, (vi) expansion of the independent reporting channel, (vii) review of transactional controls, and (viii) review and issuance of new consequence policy for misconduct.

1.6.Coronavirus (COVID-19)

On January 31, 2020 the World Health Organization announced that the COVID-19 is a global health emergency and on March 11, 2020 declared it a global pandemic. The outbreak has triggered significant decisions from governments and private sector entities, which in addition to the potential impact, increased the uncertainty level for the economic agents and may cause effects in the amounts recognized in the condensed interim financial information.

BRF continues to operate its industrial complexes, distribution centers, logistics, supply chain and administrative offices, even if temporarily and partially under remote work regime in some of the corporate offices. Therefore, until the date of approval of this interim financial information, there has been no relevant change in its production plan, operation and/or commercialization. Additionally, management has developed and implemented contingency plans to maintain the operations and monitors the effects of the pandemic through a permanent multidisciplinary monitoring committee, formed by executives, specialists in the public health area and consultants.

Due to the pandemic, the Company has incurred in direct expenditures, such as transportation, personnel, prevention, control and donations, which are presented in the statement of income (loss) within the following line items:

                 
        2021       2020
    Jul - Sep   Jan - Sep   Jul - Sep   Jan - Sep
Cost of sales (1)   (41,391)    (163,047)   (99,019)    (273,308)
Selling expenses   (27,315)   (51,405)   (2,241)   (48,558)
General and administrative expenses   (3,714)   (20,661)   (43,911)   (69,976)
Total expense   (72,420)    (235,113)    (145,171)    (391,842)

 

  (1) In the nine months ended September 30, 2020 includes non-incremental expenditures related do idleness in the amount of R$55,926.

The management considered in its projections of results and cash flows, to the best of its knowledge, the effects and uncertainties regarding the pandemic. Due to the high volatility and uncertainty around the length and the impact of the pandemic, the Company will continue to monitor the situation and evaluate the impacts on assumptions and estimates used in preparing our financial reporting.

 

1.7.U.S. Class Action

 

As disclosed in the Company’s Consolidated Financial Statements for the year ended December 31, 2020 (note 1.3), on March 27, 2020, the parties reached an agreement to settle the shareholder class action lawsuit filed against the Company, by the payment of an amount equivalent to R$204,436 (USD40,000). Since this event evidenced an existing condition as of December 31, 2019, the settlement was reflected in Other Operating Expenses (note 26), with a corresponding increase in deferred income tax of R$69,508 (note 10) in the year ended on December 31, 2019.

 

The Company is subject to the reporting requirements established by the Brazilian Corporation Law and the regulations of the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários, or “CVM”). The liability of this class action lawsuit was not recognized in the financial statements filed with the CVM for the year ended December 31, 2019, which were filed on March 3, 2020. Therefore, the class action lawsuit was recognized in the interim financial information filed with the CVM for the nine months ended September 30, 2020. The main differences between these condensed consolidated interim financial information and those filed with the CVM, resulting from this event, are disclosed below.

 

    As filed with the CVM Adjustment for class action settlement As filed with the SEC Corresponding notes
    09.30.20 09.30.20 09.30.20 09.30.20
Statement of income (loss)          
Other operating income (expenses), net    (113,193)  204,436  91,243  24 and 26 
Income taxes    (165,146)   (69,508)  (234,654)  10 
Net income from continuing operations     487,606  134,928   622,534  22 

 

 

1.8. Seasonality

During the months of November and December of each year, the Company is impacted by seasonality in the Brazil operating segment due to Christmas and New Year’s Celebrations. The products that are relevant contributors are: turkey, Chester®, ham and pork cuts (hind leg/pork loin).

In the International operating segment, seasonality is due to Ramadan, which is the holy month of the Muslim calendar. The beginning of Ramadan depends on the beginning of the moon cycle and in 2021 occurred between April 13, 2021 and May 12, 2021.