FORM
6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated May 19, 2025
Commission File Number 1-15148
BRF
S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s Name)
14401 AV. DAS NACOES UNIDAS 22ND FLOOR
CHAC SANTO ANTONIO 04730 090-São Paulo – SP, Brazil
(Address of principal executive offices) (Zip code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
* * *
This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance. These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially from those set out in the Company’s forward-looking statements. You are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements. The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 19, 2025 | |||
BRF S.A. | |||
By: | /s/ Fabio Luis Mendes Mariano | ||
Name: | Fabio Luis Mendes Mariano | ||
Title: | Chief Financial and Investor Relations Officer |
EXHIBIT INDEX
3
Exhibit 99.1
CONTENTS
Independent auditor’s report | |
Independent Auditor’s Report on the Separate and Consolidated Financial Statements | 03 |
Financial Statements | |
Balance sheet | 09 |
Statement of income | 11 |
Statement of comprehensive income | 12 |
Statement of cash flows | 13 |
Statement of changes in equity | 14 |
Statement of value added | 15 |
Management Report | |
Management report |
Notes to the separate and consolidated financial statements | ||
1. | Operations | 16 |
2. | Presentation and preparation of the parent company and consolidated financial statements | 17 |
3. | Summary of material accounting policies | 18 |
Assets | ||
4. | Cash and cash equivalents | 33 |
5. | Financial investments and marketable securities | 34 |
6. | Trade accounts receivable | 35 |
7. | Inventories | 36 |
8. | Biological assets | 37 |
9. | Recoverable taxes | 38 |
10. | Notes receivable | 40 |
11. | Advances to suppliers | 40 |
12. | Assets and liabilities held for sale and discontinued operations | 40 |
13. | Deferred income and social contribution taxes | 43 |
14. | Investments | 44 |
15. | Investment property | 49 |
16. | Property, plant and equipment | 50 |
17. | Right-of-use assets | 52 |
18. | Intangible assets | 53 |
Liabilities and Equity | ||
19. | Trade accounts payable | 54 |
20. | Accrued payroll and related charges | 55 |
21. | Taxes payable | 63 |
22. | Loans, financing and debentures | 64 |
23. | Advances from customers | 67 |
24. | Lease payable | 68 |
25. | Notes payable | 70 |
26. | Provision for contingencies | 70 |
27. | Equity | 73 |
Income or Loss | ||
28. | Net sales revenue | 78 |
29. | Costs and expenses by nature | 78 |
30. | Net financial result | 79 |
31. | Earnings (loss) per share | 79 |
Financial instruments | ||
32. | Financial instruments and risk management | 79 |
Taxes on income | ||
33. | Income and social contribution taxes | 91 |
Other information | ||
34. | Segment reporting | 91 |
35. | Insurance coverage | 92 |
36. | Related-party transactions | 93 |
37. | Management compensation | 96 |
38. | Additional information of the cash flow statements | 99 |
39. | Events after the reporting period | 100 |
Audit Committee Opnions and Reports | |
Opinion on the fiscal council | |
Summary annual report on the activities of the statutory audit committee | |
Statutory audit committee’s opinion | |
Statements | |
Statement of executive officers on the financial statements | |
Statement of executive officers on the independent auditors report |
(Free translation from the original issued in Portuguese. In the event of any discrepancies, the Portuguese language version shall prevail.)
Independent auditor’s report on the individual and consolidated financial statements
Grant Thornton Auditores | |
Independentes Ltda. | |
Av. Eng. Luiz Carlos Berrini, 105 - | |
12o andar Itaim Bibi, São Paulo (SP) | |
Brasil | |
T +55 11 3886-5100 |
To the Management and Shareholders of
Marfrig Global Foods S.A.
São Paulo – SP
Opinion
We have audited the individual and consolidated financial statements of Marfrig Global Foods S.A. (the Company), identified as Parent and Consolidated, respectively, which comprise the statement of financial position as of December 31, 2024, and the income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and the corresponding explanatory notes, including material accounting policies and other explanatory information.
In our opinion, the financial statements present fairly, in all material respects, the individual and consolidated financial position of Marfrig Global Foods S.A. as of December 31, 2024, and its individual and consolidated financial performance and individual and consolidated cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) (currently denominated IFRS Accounting Standards).
Basis for opinion
We conducted our audit in accordance with Brazilian and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the individual and consolidated financial statements” section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical requirements set forth in the Code of Ethics for Professional Accountants and the professional standards issued by the Federal Accounting Council and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved │ Marfrig │ GTB45163 | |
Key audit matters
The key audit matters are those who, in our professional judgment, were the most significant in our audit of current year. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and when we formed our opinion on these individual and consolidated financial statements, and, accordingly, we do not express a separate opinion on these matters.
1. Evaluation for impairment of goodwill arising from business combinations and intangible assets of defined useful life – Notes No. 3.1.6, 14, and 18
Why the matter was determined to be a KAM
As described in Notes No. 14, “Investments”, and 18, “Intangible Assets”, as of December 31, 2024, the Company had goodwill based on expected future profitability and certain intangible assets with finite useful life recorded in the individual and consolidated financial statements, in the amounts of R$ 498,589 thousand, and R$ 19,127,733 thousand, respectively. The assets in question arise from acquisitions of investments made in the current year and in last years, subject to critical judgments and assessments in determining their recoverability, which take into consideration the generation of future profits, among other assumptions. Based on judgments and assumptions, the Company makes estimates to evaluate the likelihood of occurrence or not of future profits to realize said assets as well as to establish the assumptions and estimates that determine such profits.
By definition, the resulting accounting estimates will rarely be equal to the respective actual results (due to uncertainties and the high degree of judgment inherent in determining these assumptions and estimates). Therefore, the estimates and assumptions involve a significant risk and may require a material adjustment to the carrying amounts of the assets in the individual and consolidated financial statements at the date of the respective evaluations. For this reason, we considered this matter significant and, thus, a key audit matter.
How the matter was addressed in the audit of the financial statements
Our audit procedures included, among others:
● | Evaluate and obtain an understanding of the processes, operating controls and cash flow projections considered in the impairment tests; |
● | Involve our corporate finance specialists in the valuation of financial and economic projections, review of mathematical calculations, analysis and understanding of the assumptions and methodology used to calculate and compare information to market expectations, and comparison of information to expectations from previous years and other historical information; |
● | Challenge the assumptions calculated by Management, such as interest and economic growth rates, to determine whether the assumptions were adequate, conservative or unrealistic based on economic data and market inputs; and |
● | Evaluate the disclosures made by the Company in the individual and consolidated financial statements. |
Based on our audit approach and the procedures performed, we understand that the amounts recorded and the criteria and assumptions adopted and disclosed in the financial statements to assess impairment of certain intangible assets, including goodwill, are appropriate in the context of the individual and consolidated financial statements taken as a whole.
© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved │ Marfrig │ GTB45163 | |
2. Realization of federal and state tax credits – Notes No. 9 and 13
Why the matter was determined to be a KAM
As described in Notes 9, “Recoverable taxes”, and 13, “Deferred income and social contribution taxes”, as December 31, 2024, the Company had federal and state tax credits recorded in the individual and consolidated financial statements, in addition to deferred income and social contribution tax assets arising from tax losses, negative social contribution basis and temporarily non-deductible and/or taxable differences, in the amounts of R$ 7,771,818 thousand, and R$ 17,853,778 thousand, respectively. Said tax credits are subject to critical judgments and assessments in determining their recoverability. The accrual of tax credits by companies in the meatpacking industry is inherent in the business, due to the tax incentives granted by Brazilian legislation to exporters.
Management assesses the impairment risk of these assets when the likelihood of using these tax credits is remote, considering the following legal alternatives: (i) offset against other state and federal taxes, under the prevailing tax legislation; (ii) payments to suppliers; (iii) acquisition of equipment, inputs, and consumables by means of negotiation with suppliers; and (iv) request for approval and refund, in kind, of said tax credits. Regarding the deferred income tax asset, based on judgment and assumptions, the Company makes estimates to evaluate the likelihood of occurrence or not of future profits to realize said asset as well as to establish the assumptions and estimates that determine such profits.
By definition, the resulting accounting estimates will rarely be equal to the respective actual results (due to uncertainties and the high degree of judgment inherent in determining these assumptions and estimates). Therefore, the estimates and assumptions involve a significant risk and may require a material adjustment to the carrying amounts of the assets in the individual and consolidated financial statements at the date of the respective evaluations. For this reason, we considered this matter significant and, thus, a key audit matter.
How the matter was addressed in the audit of the financial statements
Our audit procedures included, among others:
● | Analyze the existence of disallowance of any tax credits taken during the year; |
● | Obtain a confirmation letter from the Company’s attorneys for the ongoing requests for tax credit refund; |
● | Analyze, on a sampling basis, acquisitions of inputs, equipment and payments to suppliers during the year; |
● | Evaluate and gain an understanding of the processes, operating controls and cash flow projections considered in the impairment tests and involve our corporate finance specialists in the valuation of financial and economic projections, review of mathematical calculations, analysis and understanding of the assumptions and methodology used to calculate and compare information to market expectations, and comparison of information to expectations from previous years and other historical information; |
● | Analyze, on a sampling basis, the federal and state tax credits offset against tax debts of the same nature and evaluate requests for refund filed during the year; |
● | Challenge the assumptions calculated by Management, such as interest and economic growth rates, to determine whether the assumptions were adequate, conservative or unrealistic based on economic data and market inputs; and |
● | Evaluate the disclosures made by the Company in the individual and consolidated financial statements. |
© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved │ Marfrig │ GTB45163 | |
Based on the audit approach and the procedures performed, we understand that the amounts recorded and criteria and assumptions adopted in recording tax credits and respective disclosures are appropriate in the context of the individual and consolidated financial statements taken as a whole.
Other matters
Statements of value added
The individual and consolidated statements of value added (DVA) for the year ended December 31, 2024, prepared under the responsibility of the Company’s management and presented as supplemental information for IFRS purposes, have been subject to auditing procedures which were performed together with the audit of the Company’s financial statements. In forming our opinion, we evaluated if these statements are reconciled to the financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in NBC TG 09 – Statement of Value Added. In our opinion, these statements of value added were appropriately prepared, in all material respects, according to the criteria defined in said technical pronouncement and are consistent in relation to the individual and consolidated financial statements taken as a whole.
Information other than the individual and consolidated financial statements and auditor’s report thereon
The Company’s management is responsible for this other information that is included in the Management Report.
Our opinion on the individual and consolidated financial statements does not cover the Management Report and we do not express any form of assurance conclusion thereon.
In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in Management Report, we are required to report this fact. We have nothing to report in this regard.
Responsibility of management and those charged with governance for the individual and consolidated financial statements
Management is responsible for the preparation and fair presentation of these individual and consolidated financial statements in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) (currently denominated IFRS Accounting Standards), and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual and consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements, unless Management either intends to liquidate the Company and its subsidiary or to cease operations, or has no realistic alternative to avoid doing so.
Those charged with the Company’s and its subsidiaries’ governance are those responsible for overseeing the financial reporting process.
© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved │ Marfrig │ GTB45163 | |
Auditor’s responsibility for the audit of the individual and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements, taken as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. In addition, we:
● | Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve override of internal control, collusion, forgery, intentional omissions or misrepresentations; |
● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and its subsidiaries’ internal control; |
● | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management; |
● | Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; |
● | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and |
● | Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit and, consequently, for the audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we may have identified during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements, including those regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, related safeguards.
© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved │ Marfrig │ GTB45163 | |
From the matters communicated with those charged with governance, we determined those matters that were of most significance in the audit of the financial statements for the current year and are, therefore, the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
São Paulo, February 26, 2025
Grant Thornton Auditores Independentes Ltda.
CRC 2SP-025.583/O-1
/s/ Marcelo Castro Valentini |
Marcelo Castro Valentini
Assurance Partner CRC 1SP-239.472/O-2
© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved │ Marfrig │ GTB45163 | |
MARFRIG GLOBAL FOODS S.A. | ||||||||||
Balance sheet | ||||||||||
As at December 31, 2024 and 2023 | ||||||||||
(In thousands of Brazilian reais - R$) | ||||||||||
ASSETS | ||||||||||
Parent | Consolidated | |||||||||
NE | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||
CURRENT ASSETS | ||||||||||
Cash and cash equivalents | 4 | 732,320 | 1,940,237 | 4,516,687 | 6,460,212 | |||||
Financial investments and marketable securities | 5 | 5,717,946 | 2,087,328 | 18,002,828 | 15,418,144 | |||||
Trade accounts receivable | 6 | 9,153,215 | 2,477,851 | 9,175,814 | 7,213,646 | |||||
Inventories | 7 | 664,152 | 525,365 | 11,482,938 | 10,113,118 | |||||
Biological assets | 8 | - | - | 2,926,421 | 2,756,684 | |||||
Recoverable taxes | 9 | 756,930 | 1,220,697 | 3,235,325 | 2,920,641 | |||||
Prepaid expenses | 6,229 | 4,829 | 425,830 | 302,499 | ||||||
Notes receivable | 10 | 650,180 | 554,995 | 59,452 | 96,770 | |||||
Advances to suppliers | 11 | 2,458,770 | 716,938 | 2,739,402 | 913,428 | |||||
Derivative financial instruments | 32 | 8,629 | 3,655 | 84,969 | 126,921 | |||||
Restricted cash | - | - | 276,025 | 13,814 | ||||||
Dividends receivable | - | - | 851 | 851 | ||||||
Other receivables | 98,457 | 115,721 | 586,066 | 664,869 | ||||||
20,246,828 | 9,647,616 | 53,512,608 | 47,001,597 | |||||||
Assets held for sale | 12 | 999,649 | 5,709,854 | 1,422,058 | 5,099,203 | |||||
Total current assets | 21,246,477 | 15,357,470 | 54,934,666 | 52,100,800 | ||||||
NON-CURRENT ASSETS | ||||||||||
Financial investments and marketable securities | 5 | - | - | 323,811 | 319,995 | |||||
Trade accounts receivable | 6 | - | - | 22,620 | 5,897 | |||||
Judicial deposits | 58,201 | 41,245 | 487,501 | 463,528 | ||||||
Recoverable taxes | 9 | 5,509,034 | 4,003,869 | 10,141,498 | 9,089,563 | |||||
Notes receivable | 10 | 2,890,719 | 8,172,945 | 8,635 | 2,130 | |||||
Restricted cash | - | - | 60,790 | 72,395 | ||||||
Deferred income and social contribution taxes | 13 | 1,505,854 | - | 4,476,955 | 2,586,765 | |||||
Derivative financial instruments | 32 | 12 | 96,022 | 251,582 | 625,851 | |||||
Other receivables | 409 | 207 | 249,999 | 229,725 | ||||||
9,964,229 | 12,314,288 | 16,023,391 | 13,395,849 | |||||||
Biological assets | 8 | - | - | 1,787,237 | 1,858,316 | |||||
Investments | 14 | 23,231,783 | 23,912,868 | 224,843 | 654,638 | |||||
Investment property | 15 | 116,794 | 115,165 | 116,794 | 115,165 | |||||
Property, plant and equipment | 16 | 2,217,560 | 1,882,521 | 41,246,113 | 40,646,704 | |||||
Right-of-use assets | 17 | 359,527 | 15,451 | 4,049,362 | 3,631,190 | |||||
Intangible assets | 18 | 232,139 | 233,300 | 19,127,733 | 18,551,974 | |||||
26,157,803 | 26,159,305 | 66,552,082 | 65,457,987 | |||||||
Total non-current assets | 36,122,032 | 38,473,593 | 82,575,473 | 78,853,836 | ||||||
TOTAL ASSETS | 57,368,509 | 53,831,063 | 137,510,139 | 130,954,636 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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MARFRIG GLOBAL FOODS S.A. | |||||||||||
Balance sheet | |||||||||||
As at December 31, 2024 and 2023 | |||||||||||
(In thousands of Brazilian reais - R$) | |||||||||||
LIABILITIES AND EQUITY | |||||||||||
Parent | Consolidated | ||||||||||
Reclassified | Reclassified | ||||||||||
NE | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||||
CURRENT LIABILITIES | |||||||||||
Trade accounts payable | 19 | 1,801,269 | 1,129,622 | 20,261,845 | 16,706,980 | ||||||
Accrued payroll and related charges | 20 | 217,460 | 95,122 | 2,351,893 | 1,669,658 | ||||||
Taxes payable | 21 | 18,818 | 135,839 | 1,236,661 | 763,562 | ||||||
Loans, financing and debentures | 22 | 4,479,301 | 3,181,118 | 8,352,851 | 7,509,414 | ||||||
Advances from customers | 23 | 4,789,380 | 3,523,193 | 6,089,060 | 4,614,640 | ||||||
Lease payable | 24 | 29,004 | 4,167 | 1,204,466 | 1,080,298 | ||||||
Notes payable | 25 | 62,360 | 7,046 | 220,653 | 196,697 | ||||||
Provision for contingencies | 26 | - | - | 784,296 | 720,187 | ||||||
Derivative financial instruments | 32 | 63,917 | 28,286 | 450,945 | 121,443 | ||||||
Dividends and interest on equity paid | 284 | - | 2,792 | 810 | |||||||
Other payables | 16,113 | 42,056 | 1,242,969 | 729,346 | |||||||
11,477,906 | 8,146,449 | 42,198,431 | 34,113,035 | ||||||||
Liabilities related to held-for-sale assets | 12 | - | 7,231,861 | 767,344 | 8,057,838 | ||||||
Total current liabilities | 11,477,906 | 15,378,310 | 42,965,775 | 42,170,873 | |||||||
NON-CURRENT LIABILITIES | |||||||||||
Deferred income and social contribution taxes | 13 | - | 16,457 | 8,755,947 | 9,553,512 | ||||||
Trade accounts payable | 19 | - | - | 11,767 | 422 | ||||||
Accrued payroll and related charges | 20 | - | - | 467,127 | 454,398 | ||||||
Taxes payable | 21 | 58,867 | 59,400 | 258,302 | 346,661 | ||||||
Loans, financing and debentures | 22 | 16,774,557 | 9,213,552 | 52,770,780 | 44,076,178 | ||||||
Lease payable | 24 | 344,851 | 13,823 | 3,691,734 | 3,158,263 | ||||||
Notes payable | 25 | 24,486,804 | 21,275,644 | 39,156 | 63,239 | ||||||
Provision for contingencies | 26 | 222,059 | 208,125 | 6,607,415 | 5,461,632 | ||||||
Derivative financial instruments | 32 | 1,179,321 | 34,428 | 1,415,527 | 94,247 | ||||||
Other payables | - | - | 588,497 | 685,376 | |||||||
Total non-current liabilities | 43,066,459 | 30,821,429 | 74,606,252 | 63,893,928 | |||||||
EQUITY | |||||||||||
Share capital | 27.1 | 10,367,391 | 10,367,391 | 10,367,391 | 10,367,391 | ||||||
Capital reserve and treasury shares | 27.2 | (2,141,436 | ) | (515,881 | ) | (2,141,436 | ) | (515,881 | ) | ||
Legal reserve | 27.3 | 624,664 | 484,848 | 624,664 | 484,848 | ||||||
Tax incentive reserve | 27.4 | 964,286 | 229,403 | 964,286 | 229,403 | ||||||
Earnings reserve | 27.5 | 2,637,330 | 2,927,390 | 2,637,330 | 2,927,390 | ||||||
Other comprehensive income | 27.6 | (9,628,091 | ) | (5,861,827 | ) | (9,628,091 | ) | (5,861,827 | ) | ||
- | |||||||||||
Controlling shareholders’ equity | 2,824,144 | 7,631,324 | 2,824,144 | 7,631,324 | |||||||
Non-controlling interest | - | - | 17,113,968 | 17,258,511 | |||||||
Total equity | 2,824,144 | 7,631,324 | 19,938,112 | 24,889,835 | |||||||
TOTAL LIABILITIES AND EQUITY | 57,368,509 | 53,831,063 | 137,510,139 | 130,954,636 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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MARFRIG GLOBAL FOODS S.A. | |||||||||||
Statement of income | |||||||||||
Years ended December 31, 2024 and 2023 | |||||||||||
(In thousands of Brazilian reais - R$, except earnings per share) | |||||||||||
Parent | Consolidated | ||||||||||
YTD | YTD | YTD | YTD | ||||||||
NE | 2024 | 2023 | 2024 | 2023 | |||||||
NET SALES REVENUE | 28 | 10,791,159 | 8,682,080 | 148,860,959 | 132,218,010 | ||||||
Cost of products and goods sold | 29 | (8,420,095 | ) | (6,838,039 | ) | (129,170,289 | ) | (118,840,540 | ) | ||
GROSS PROFIT | 2,371,064 | 1,844,041 | 19,690,670 | 13,377,470 | |||||||
Operating expenses | (935,512 | ) | (1,737,563 | ) | (13,753,399) | (12,316,283 | ) | ||||
Selling expenses | 29 | (588,566 | ) | (468,018 | ) | (11,235,367 | ) | (10,431,076 | ) | ||
General and administrative expenses | 29 | (261,687 | ) | (283,125 | ) | (2,218,427 | ) | (1,966,505 | ) | ||
Equity in earnings (losses) of subsidiaries | 14 | 14,263 | (915,877 | ) | (34,585 | ) | (63,504 | ) | |||
Other operating income (expenses) | (99,522 | ) | (70,543 | ) | (265,020) | 144,802 | |||||
Net income before financial income (expenses) | 1,435,552 | 106,478 | 5,937,271 | 1,061,187 | |||||||
Net financial result | 30 | (2,547,608 | ) | (1,628,646 | ) | (5,532,159 | ) | (5,602,415 | ) | ||
Financial income | 4,229,425 | 2,602,405 | 12,654,204 | 11,521,121 | |||||||
Financial expenses | (6,777,033 | ) | (4,231,051 | ) | (18,186,363 | ) | (17,123,536 | ) | |||
NET INCOME (LOSS) BEFORE TAXES | (1,112,056 | ) | (1,522,168 | ) | 405,112 | (4,541,228 | ) | ||||
Income and social contribution taxes | 2,822,691 | 173,782 | 2,391,309 | 1,089,599 | |||||||
Current income and social contribution taxes | 33 | 1,036,605 | 15,382 | (319,893 | ) | (223,020 | ) | ||||
Deferred income and social contribution taxes | 33 | 1,786,086 | 158,400 | 2,711,202 | 1,312,619 | ||||||
NET PROFIT (LOSS) FOR THE YEAR FROM CONTINUED OPERATIONS | 1,710,635 | (1,348,386 | ) | 2,796,421 | (3,451,629 | ) | |||||
Net income (loss) for the year from discontinued operations | 12 | 1,084,766 | (169,390 | ) | 1,084,449 | (169,617 | ) | ||||
Net income (loss) for the year from continuing and discontinued operations | 2,795,401 | (1,517,776 | ) | 3,880,870 | (3,621,246 | ) | |||||
Net income attributable to: | |||||||||||
Controlling interest - continuing operation | 1,710,635 | (1,348,386 | ) | 1,710,635 | (1,348,386 | ) | |||||
Controlling interest - discontinued operation | 1,084,766 | (169,390 | ) | 1,084,766 | (169,390 | ) | |||||
Controlling interest | 2,795,401 | (1,517,776 | ) | 2,795,401 | (1,517,776 | ) | |||||
Non-controlling interest - continuing operation | - | - | 1,085,786 | (2,103,243 | ) | ||||||
Non-controlling interest - discontinued operation | - | - | (317 | ) | (227 | ) | |||||
Non-controlling interest | - | - | 1,085,469 | (2,103,470 | ) | ||||||
2,795,401 | (1,517,776 | ) | 3,880,870 | (3,621,246 | ) | ||||||
Basic and diluted earnings (losses) per share - common continuing operation | 1.8933 | (2.1022) | 1.8933 | (2.1022 | ) | ||||||
Basic and diluted earnings (losses) per share - common discontinued operation | 1.2006 | (0.2641) | 1.2006 | (0.2641 | ) | ||||||
BASIC AND DILUTED EARNINGS (LOSSES) PER SHARE - COMMON | 31 | 3.0939 | (2.3663) | 3.0939 | (2.3663 | ) |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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MARFRIG GLOBAL FOODS S.A.
Statement of comprehensive income
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$)
Parent | Consolidated | ||||||||
YTD | YTD | YTD | YTD | ||||||
2024 | 2023 | 2024 | 2023 | ||||||
NET INCOME FOR THE YEAR | 2,795,401 | (1,517,776 | ) | 3,880,870 | (3,621,246 | ) | |||
Exchange variation on net investments and balance sheet translation | (2,589,672 | ) | (1,000,463 | ) | (2,963,629 | ) | (2,614,821 | ) | |
Gains (losses) on net investment hedge | (170,967 | ) | 56,500 | (339,101 | ) | 146,286 | |||
Gains (losses) on net interest hedge | (894,280 | ) | 1,598 | (894,280 | ) | 1,598 | |||
Actuarial losses on pension plans and post-employment benefits | (10,476 | ) | (11,504 | ) | (20,805 | ) | (18,044 | ) | |
Losses on investments at FVOCI | (23,494 | ) | - | (46,529 | ) | - | |||
Share-based payment in subsidiary BRF | 2,832 | 3,434 | 2,832 | 7,719 | |||||
Treasury shares in subsidiary BRF | (10,365 | ) | 4,523 | (10,365 | ) | 13,582 | |||
Equity amounts related to assets held for sale | (69,842 | ) | 730,893 | (69,842 | ) | 730,893 | |||
Total comprehensive income for the year | (3,766,264 | ) | (215,019 | ) | (4,341,719 | ) | (1,732,787 | ) | |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (970,863 | ) | (1,732,795 | ) | (460,849 | ) | (5,354,033 | ) | |
Attributable to: | |||||||||
Controlling interest - continuing operation | (2,055,629 | ) | (1,563,405 | ) | (2,055,629 | ) | (1,563,405 | ) | |
Controlling interest - discontinued operation | 1,084,766 | (169,390 | ) | 1,084,766 | (169,390 | ) | |||
Controlling interest | (970,863 | ) | (1,732,795 | ) | (970,863 | ) | (1,732,795 | ) | |
Non-controlling interest - continuing operation | - | - | 510,331 | (3,621,011 | ) | ||||
Non-controlling interest - discontinued operation | - | - | (317 | ) | (227 | ) | |||
Non-controlling interest | - | - | 510,014 | (3,621,238 | ) |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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MARFRIG GLOBAL FOODS S.A.
Statement of cash flows
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$)
Parent | Consolidated | ||||||||
Reclassified | Reclassified | ||||||||
YTD | YTD | YTD | YTD | ||||||
2024 | 2023 | 2024 | 2023 | ||||||
NET INCOME FROM CONTINUING OPERATIONS IN THE YEAR | 1,710,635 | (1,348,386 | ) | 1,710,635 | (1,348,386 | ) | |||
NON-CASH ITEMS | (108,859 | ) | 2,530,203 | 13,722,641 | 10,485,260 | ||||
Depreciation and amortization | 179,391 | 171,736 | 7,197,504 | 6,740,232 | |||||
Non-controlling interest | - | - | 1,085,786 | (2,103,243 | ) | ||||
Provision for contingencies | 86,372 | 41,024 | 1,619,969 | 70,573 | |||||
Deferred taxes and tax liabilities | (1,786,086 | ) | (158,400 | ) | (2,711,202 | ) | (1,312,619 | ) | |
Equity in earnings of subsidiaries | (14,263 | ) | 915,877 | 34,585 | 63,504 | ||||
Exchange variation on financing | 1,238,252 | (128,965 | ) | 2,566,791 | (849,303 | ) | |||
Exchange variation on other assets and liabilities | (1,590,903 | ) | (20,409 | ) | (2,280,164 | ) | 2,024,967 | ||
Interest expenses on financial debt | 1,694,261 | 1,559,035 | 4,828,250 | 5,157,074 | |||||
Interest expenses on finance lease | 1,227 | 1,256 | 409,988 | 305,960 | |||||
Cost with issue of financial operations | 45,349 | 30,071 | 194,269 | 153,188 | |||||
Adjustment to present value and market-to-market | 100 | 168 | (10,548 | ) | 982,582 | ||||
Estimated (reversion) losses on inventories | (9,466 | ) | 10,864 | (38,605 | ) | (84,464 | ) | ||
Estimated losses on doubtful accounts | 581 | 11,430 | 47,068 | 56,621 | |||||
Estimated losses on non-realization of recoverable taxes | 30,000 | 100,000 | 31,117 | 119,259 | |||||
Revaluation of investment property | (1,629 | ) | (3,836) | (1,629 | ) | (3,836) | |||
Gain (loss) on fair value adjustment | - | - | 78,578 | (187,736 | ) | ||||
Other non-cash effects | 17,955 | 352 | 670,884 | (647,499 | ) | ||||
EQUITY CHANGES | (1,445,541 | ) | 200,384 | (2,666,927 | ) | 1,919,506 | |||
Trade accounts receivable | (2,016,529 | ) | 158,362 | 2,273,620 | 1,987,815 | ||||
Inventories | (112,327 | ) | (119,160 | ) | 75,739 | 1,349,168 | |||
Biological assets - current | - | - | (156,743 | ) | 312,687 | ||||
Judicial deposits and contingencies | (75,382 | ) | (57,782 | ) | (413,025 | ) | (94,406 | ) | |
Accrued payroll and related charges | 121,661 | 3,297 | 70,431 | (445,257 | ) | ||||
Trade accounts payable and supplier chain financing | (2,500,052 | ) | 21,633 | (3,782,461 | ) | (1,329,027 | ) | ||
Current and deferred taxes | (373,085 | ) | (52,695 | ) | (360,582 | ) | 1,085,589 | ||
Notes receivable and payable | 3,165,208 | 263,835 | (1,336,640 | ) | (742,173 | ) | |||
Derivative financial instruments | 438,219 | (33,996 | ) | 274,735 | (274,132 | ) | |||
Other assets and liabilities | (93,254 | ) | 16,890 | 687,999 | 69,242 | ||||
CASH FLOW PROVIDED BY OPERATING ACTIVITIES | 156,235 | 1,382,201 | 12,766,349 | 11,056,380 | |||||
Investments | (1,731,120 | ) | (4,990,957 | ) | (222,734 | ) | (3,030,001 | ) | |
Investments in fixed assets | (413,527 | ) | (128,470 | ) | (2,318,685 | ) | (2,045,868 | ) | |
Investments in non-current biological assets | - | - | (1,454,688 | ) | (1,457,167 | ) | |||
Investments in intangible assets | - | - | (159,879) | (168,900 | ) | ||||
Financial investments and marketable securities | (3,630,618 | ) | (129,987 | ) | (2,384,349 | ) | 581,569 | ||
CASH FLOW USED IN INVESTING ACTIVITIES | (5,775,265 | ) | (5,249,414 | ) | (6,540,335 | ) | (6,120,367 | ) | |
Loans and financing | 600,919 | (1,633,493 | ) | (9,081,859 | ) | (7,264,538 | ) | ||
Loans obtained | 6,400,446 | 7,872,408 | 75,998,148 | 49,407,327 | |||||
Loans settled | (5,799,527 | ) | (9,505,901 | ) | (85,080,007 | ) | (56,671,865 | ) | |
Payment of derivatives - fair value hedge | - | - | (110,043 | ) | (699,345 | ) | |||
Leases paid | (5,394) | (3,650 | ) | (1,314,391 | ) | (1,066,713 | ) | ||
Treasury shares | (560,970 | ) | (213,153 | ) | (1,849,212 | ) | (213,153 | ) | |
Capital increase | - | 2,163,000 | - | 5,760,088 | |||||
Share issuance expenses | - | - | - | (86,759 | ) | ||||
Dividends and interest on equity received (paid) | 194,303 | 3,575,736 | (3,135,078 | ) | (340,763 | ) | |||
CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES | 228,858 | 3,888,440 | (15,490,583 | ) | (3,911,183 | ) | |||
Exchange variation on cash and equivalents | 489,021 | 23,436 | 2,434,715 | (149,686 | ) | ||||
Discontinued operations net of cash | 3,693,234 | 176,245 | 4,886,329 | (818,720 | ) | ||||
CASH FLOW IN THE YEAR | (1,207,917 | ) | 220,908 | (1,943,525 | ) | 56,424 | |||
CASH AND CASH EQUIVALENTS | |||||||||
Balance at end of year | 732,320 | 1,940,237 | 4,516,687 | 6,460,212 | |||||
Balance at beginning of year | 1,940,237 | 1,719,329 | 6,460,212 | 6,403,788 | |||||
CHANGE IN THE YEAR | (1,207,917 | ) | 220,908 | (1,943,525 | ) | 56,424 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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MARFRIG GLOBAL FOODS S.A.
Statement of changes in equity
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$)
Share capital | Capital
reserve and treasury shares |
Legal reserve | Tax incentive reserve | Earnings reserve |
Other comprehensive income | Total | Total non-controlling interest | Total equity | |||||||||||
AT DECEMBER 31, 2022 | 8,204,391 | (2,434,260) | 484,848 | 517,726 | 4,443,963 | (5,646,808) | 5,569,860 | 20,879,749 | 26,449,609 | ||||||||||
Cumulative translation adjustment and asset valuation adjustment | - | 119,049 | - | - | 1,203 | (1,000,463 | ) | (880,211 | ) | (1,614,358 | ) | (2,494,569 | ) | ||||||
Aquisition of treasury shares | - | (213,153 | ) | - | - | - | - | (213,153 | ) | - | (213,153 | ) | |||||||
Goodwill stock option | - | (1,264 | ) | - | - | - | - | (1,264 | ) | - | (1,264 | ) | |||||||
Gains on net investment hedge | - | - | - | - | - | 56,500 | 56,500 | 89,786 | 146,286 | ||||||||||
Gains on net interest hedge | - | - | - | - | - | 1,598 | 1,598 | - | 1,598 | ||||||||||
Actuarial losses on pension plans and post-employment benefits | - | - | - | - | - | (11,504 | ) | (11,504 | ) | (6,540 | ) | (18,044 | ) | ||||||
Share-based payment in subsidiary BRF | - | - | - | - | - | 3,434 | 3,434 | 4,285 | 7,719 | ||||||||||
Treasury shares in subsidiary BRF | - | - | - | - | - | 4,523 | 4,523 | 9,059 | 13,582 | ||||||||||
Capital increase | 2,163,000 | - | - | - | - | - | 2,163,000 | - | 2,163,000 | ||||||||||
Gain on BRF capital transactions | - | 2,013,747 | - | - | - | - | 2,013,747 | - | 2,013,747 | ||||||||||
Equity amounts related to assets held for sale | - | - | - | (288,323) | - | 730,893 | 442,570 | - | 442,570 | ||||||||||
Loss for the year | - | - | - | - | (1,517,776 | ) | - | (1,517,776 | ) | (2,103,470 | ) | (3,621,246 | ) | ||||||
AT DECEMBER 31, 2023 | 10,367,391 | (515,881 | ) | 484,848 | 229,403 | 2,927,390 | (5,861,827 | ) | 7,631,324 | 17,258,511 | 24,889,835 |
Share capital | Capital reserve and treasury shares | Legal reserve | Tax incentive reserve | Earnings reserve | Other comprehensive income | Total | Total
non- controlling interest |
Total equity | |||||||||||
AT DECEMBER 31, 2023 | 10,367,391 | (515,881 | ) | 484,848 | 229,403 | 2,927,390 | (5,861,827 | ) | 7,631,324 | 17,258,511 | 24,889,835 | ||||||||
Cumulative translation adjustment and asset valuation adjustment | - | (433,432 | ) | - | - | 915 | (2,589,672 | ) | (3,022,189 | ) | (373,957 | ) | (3,396,146 | ) | |||||
Aquisition of treasury shares | - | (560,970 | ) | - | - | - | - | (560,970 | ) | - | (560,970 | ) | |||||||
Goodwill stock option | - | (187 | ) | - | - | - | - | (187 | ) | - | (187 | ) | |||||||
Losses on net investment hedge | - | - | - | - | - | (170,967 | ) | (170,967 | ) | (168,134 | ) | (339,101 | ) | ||||||
Losses on net interest hedge | - | - | - | - | - | (894,280 | ) | (894,280 | ) | - | (894,280 | ) | |||||||
Actuarial losses on pension plans and post-employment benefits | - | - | - | - | - | (10,476) | (10,476 | ) | (10,329 | ) | (20,805 | ) | |||||||
Losses on investments at FVOCI | - | - | - | - | - | (23,494 | ) | (23,494 | ) | (23,035 | ) | (46,529 | ) | ||||||
Share-based payment in subsidiary BRF | - | (19,403 | ) | - | - | - | 2,832 | (16,571 | ) | (16,201 | ) | (32,772 | ) | ||||||
Treasury shares in subsidiary BRF | - | (639,521 | ) | - | - | - | (10,365 | ) | (649,886 | ) | (638,356 | ) | (1,288,242 | ) | |||||
Continued and discontinued transfer | - | - | - | 288,323 | - | - | 288,323 | - | 288,323 | ||||||||||
Gain on subsidiaries capital transactions | - | 27,958 | - | - | - | - | 27,958 | - | 27,958 | ||||||||||
Equity amounts related to assets held for sale | - | - | - | - | - | (69,842 | ) | (69,842 | ) | - | (69,842 | ) | |||||||
Dividend distribution | - | - | - | - | (2,500,000) | - | (2,500,000 | ) | - | (2,500,000 | ) | ||||||||
Net income for the year | - | - | 139,816 | 446,560 | 2,209,025 | - | 2,795,401 | 1,085,469 | 3,880,870 | ||||||||||
AT DECEMBER 31, 2024 | 10,367,391 | (2,141,436 | ) | 624,664 | 964,286 | 2,637,330 | (9,628,091) | 2,824,144 | 17,113,968 | 19,938,112 |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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MARFRIG GLOBAL FOODS S.A.
Statement of value added
Years ended December 31, 2024 and 2023
(In thousands of Brazilian reais - R$)
Parent | Consolidated | ||||||||
YTD | YTD | YTD | YTD | ||||||
2024 | 2023 | 2024 | 2023 | ||||||
REVENUE | 11,437,919 | 9,215,225 | 159,320,206 | 141,993,605 | |||||
Sales of goods and services | 11,438,084 | 9,226,137 | 158,554,643 | 141,027,765 | |||||
Other revenues | 416 | 1,883 | 812,631 | 1,023,940 | |||||
Estimated losses on doubtful accounts | (581 | ) | (12,795 | ) | (47,068 | ) | (58,100 | ) | |
INPUTS PURCHASED FROM THIRD PARTIES (including | 8,815,743 | 7,097,970 | 125,618,105 | 115,645,149 | |||||
taxes - ICMS, IPI, PIS and COFINS) | |||||||||
Cost of goods sold and services rendered | 7,247,830 | 5,913,772 | 105,276,803 | 96,811,129 | |||||
Materials, energy, outsourced services and other | 1,577,379 | 1,176,337 | 20,379,907 | 18,921,525 | |||||
Impairment/recovery of assets | (9,466 | ) | 7,861 | (38,605 | ) | (87,505 | ) | ||
GROSS VALUE ADDED | 2,622,176 | 2,117,255 | 33,702,101 | 26,348,456 | |||||
Depreciation and amortization | 179,391 | 171,736 | 7,197,504 | 6,740,232 | |||||
NET VALUE CREATED BY THE COMPANY | 2,442,785 | 1,945,519 | 26,504,597 | 19,608,224 | |||||
VALUE ADDED RECEIVED THROUGH TRANSFER | 7,809,086 | 3,123,849 | 16,909,246 | 13,695,485 | |||||
Equity in earnings (losses) of subsidiaries | 14,263 | (915,877 | ) | (34,585 | ) | (63,504 | ) | ||
Financial income | 4,229,425 | 2,602,405 | 12,654,204 | 11,521,121 | |||||
Discontinued operation | 3,565,398 | 1,437,321 | 4,289,627 | 2,237,868 | |||||
TOTAL VALUE ADDED TO BE DISTRIBUTED | 10,251,871 | 5,069,368 | 43,413,843 | 33,303,709 | |||||
VALUE ADDED DISTRIBUTION | 10,251,871 | 5,069,368 | 43,413,843 | 33,303,709 | |||||
EMPLOYEES | 642,226 | 565,616 | 13,689,027 | 12,253,073 | |||||
Direct compensation | 480,451 | 409,096 | 11,088,696 | 10,157,560 | |||||
Benefits | 125,116 | 126,188 | 2,203,913 | 1,739,816 | |||||
FGTS (severance pay fund) | 36,659 | 30,332 | 396,418 | 355,697 | |||||
TAXES PAYABLE | (2,462,678 | ) | 168,635 | 4,059,008 | 4,648,520 | ||||
Federal | (2,664,533 | ) | (26,813 | ) | 384,555 | 981,529 | |||
State | 194,097 | 190,418 | 3,597,272 | 3,601,039 | |||||
Municipal | 7,758 | 5,030 | 77,181 | 65,952 | |||||
VALUE DISTRIBUTED TO PROVIDERS OF CAPITAL | 9,276,922 | 5,852,893 | 21,784,938 | 20,023,362 | |||||
Financial expenses | 6,777,033 | 4,231,051 | 18,186,363 | 17,123,536 | |||||
Rentals | 19,257 | 15,131 | 393,397 | 492,341 | |||||
Discontinued operation | 2,480,632 | 1,606,711 | 3,205,178 | 2,407,485 | |||||
VALUE DISTRIBUTED TO SHAREHOLDERS | 2,795,401 | (1,517,776 | ) | 3,880,870 | (3,621,246 | ) | |||
Net income (loss) from operations in the year | 2,795,401 | (1,517,776 | ) | 2,795,401 | (1,517,776 | ) | |||
Non-controlling interest | - | - | 1,085,469 | (2,103,470 | ) |
The accompanying notes are an integral part of the individual and consolidated financial statements.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
1. OPERATIONS
Marfrig Global Foods S.A. (“Company” or “Marfrig”) is a multinational corporation operating in the food industry, in the food service, retail and convenience, industrial and export channels in Brazil and around the world. With a production footprint spanning the Americas and the Middle East, it has a diversified and comprehensive portfolio of products and its operations are founded on its commitment to excellence and quality, which has assured its products presence in the world’s largest restaurant chains and supermarkets, as well as homes in nearly 100 countries. The Company’s activities include the production, processing, further processing, sale and distribution of animal-based products (beef, pork, lamb, fish and poultry), pastas, margarine, pet food, and plant-based proteins. The Company is domiciled in Brazil and headquartered in the city of São Paulo.
The Company is a publicly held corporation with its shares listed on the Novo Mercado listing segment of the Brazilian Stock Exchange B3 S.A. – Brasil, Bolsa, Balcão (“B3”) under the ticker MRFG3. Because it is listed on the Novo Mercado special corporate governance segment of B3, the Company is subject to arbitration under the Market Arbitration Chamber, pursuant to the arbitration clause in its by-laws. It also trades as a Level I American Depositary Receipt (ADR), under the ticker MRRTY, on the Over-the-Counter (OTC) Market in the United States. Each ADR (USOTC:MRRTY) corresponds to one common share (BOV:MRFG3).
The Company’s stock is also a component of the main performance indicators of Brazil’s Capital Markets, such as the Bovespa Index. Marfrig stock is also a component of the stock indexes of the Brazilian Stock Exchange: Bovespa Index (IBOV); Value Index (IVBX 2); Agribusiness Index (AGFS - IAGRO); BM&FBOVESPA Broad Brazil Index (IBrA); Brazil Index 100 (IBrX 100); Brazil Index 50 (IBrX 50); Consumption Index (ICON); Corporate Governance Trade Index (IGCT); Special Corporate Governance Stock Index (IGC); Novo Mercado Corporate Governance Index (IGC-NM); Industrial Sector Index (INDX); Special Tag-Along Stock Index (ITAG); Small Cap Index (MLCX); and BM&FBOVESPA Dividend Index (IDIV B3). The Company’s stock is also part of the sustainability reference index: Carbon Efficient Index (ICO2).
Weather events in Rio Grande do Sul
On May 1, 2024, Rio Grande do Sul declared a state of public calamity throughout its territory affected by extreme weather events, causing material and environmental damages, with the destruction of homes, roads and bridges, compromising the operation of local and regional public and private institutions and closing public roads.
The subsidiary BRF was affected by total and partial stoppages in its regional operations, industrial complexes, distribution centers and support offices, and made the necessary efforts to resume operations.
Due to these weather events, the Company incurred additional losses and expenses, mainly related to the agricultural and industrial production processes, structural and equipment repairs and expenses with donations, which are presented in the financial statements in the following accounts:
Consolidated | |
YTD 2024 | |
Cost of products and goods sold | (104,418) |
Selling expenses | (3,774) |
General and administrative expenses | (6,846) |
(115,038) |
The subsidiary BRF has insurance policies for events of this nature and is in the process of regulating this claim in Rio Grande do Sul.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
2. PRESENTATION AND PREPARATION OF THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS
The Management of the Company approved the issue of these individual and consolidated financial statements on February 26, 2025, and warrants that, based on its judgment, all material information is substantiated and corresponds to that used in its management activities.
2.1. Statement of compliance
Consolidated financial statements
The Company’s consolidated financial statements were prepared and are presented in accordance with accounting policies adopted in Brazil and with International Financial Reporting Standards (IFRS) issued by the IFRS Accounting Standards.
The accounting policies adopted in Brazil include those provided for in Brazilian Corporation Law, the Brazilian Accounting Standards (NBCs) and resolutions and instructions issued by the Securities and Exchange Commission of Brazil (CVM).
The individual and consolidated Statement of Value Added is required under Brazilian Corporation Law and the accounting policies adopted in Brazil applicable to listed companies. IFRS standards do not require said statement. As a result, under IFRS, this statement is being presented as supplementary information, without prejudice to the complete set of financial statements.
Individual financial statements
The parent company financial statements were prepared based on the accounting policies adopted in Brazil and resolutions issued by CFC and are disclosed jointly with the consolidated financial statements, observing the accounting guidelines based on Brazilian Corporation Law (Federal Law 6,404/76), which include the provisions introduced, amended and revoked by Law 11,638 of December 28, 2007 and Law 11,941 of May 27, 2009. The aforementioned laws include other changes, but only the main changes occurred for the Company are presented.
There is no difference between the equity and consolidated income (loss) and the parent’s equity and income (loss) disclosed in the individual financial statements. Thus, the individual and consolidated financial statements are being presented in the same document.
2.2. Basis of presentation
The financial statements were prepared on the historical cost basis, unless otherwise stated. Assets, liabilities and financial instruments, when indicated, may be stated at fair value.
The preparation of financial statements in accordance with IFRS and NBCs requires the use of certain accounting estimates by the Company’s management. The areas involving judgment or the use of estimates relevant for the financial statements are mentioned in Note 3.1.3.
The financial statements are denominated in Brazilian real (R$), which is the Company’s functional and reporting currency.
2.3. Functional currency
The financial statements of each consolidated subsidiary and those used as a basis for accounting for investments under the equity method are prepared using the functional currency of each entity.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Under NBC TG 02/R3 (CVM Resolution 91/22) – The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements, functional currency is the currency of the primary economic environment in which the entity operates. To define the functional currency of each subsidiary, Management considered which currency significantly influences the sale price of their goods and services and the currency in which most of their production input costs are paid or incurred.
2.4. Foreign currency translation
Transactions and balances
Foreign currency transactions are translated into the functional currency of the Company using the exchange rate at the transaction date. Gains and losses resulting from the difference between the monetary asset and liability balance translation at the end of the period or year and the translation of the transaction balances are recognized in the statement of income. Non-monetary assets and liabilities in foreign currency measured at fair value are translated at the exchange rate on the date on which their fair value is determined and the differences resulting from such translation will be recognized under other comprehensive income on the closing date of each period or fiscal year.
Group companies
The results of operations and the financial position of all consolidated subsidiaries and investments accounted for under the equity method, whose functional currency differs from the reporting currency, are translated from the reporting currency, as follows:
a) | Asset and liability balances are translated using the exchange rate in effect at the date of the financial statements; | |
b) | Statement of income accounts are translated using the monthly average exchange rate, except for subsidiaries located in hyperinflationary economies (closing rate); and | |
c) | All differences arising from the foreign currency translation are recognized in equity and in the statement of comprehensive income under “cumulative translation adjustment”. |
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES
3.1. Material accounting policies
The accounting policies adopted to prepare these financial statements are as follows:
3.1.1. Results of operations
Results of operations are recorded on the accrual basis:
Revenue
Revenue from sales of products is recognized in accordance with NBC TG 47 (IFRS 15) (CVM Resolution 116/22) – Revenue from contracts with customers, establishing a model of five steps to determine the measurement of revenue and how it will be recognized. Therefore, the Company recognizes revenue when the products are delivered and duly accepted by its customers, upon which the risks and rewards related to ownership are transferred. The ownership of risks and rewards is transferred when the products are shipped with the corresponding sales invoice, taking into account the incoterms. These conditions are met when the goods are transferred to the buyer, complying with the main freights modalities used by the Company.
Revenue is shown net of taxes, returns, rebates and discounts and in the consolidated financial statements revenue is also net of intercompany sales eliminations.
Financial income and expenses
Income comprises gains on changes in the value of financial assets and liabilities measured at fair value through profit or loss, as well as interest income obtained using the effective interest method.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Income also includes interest income on invested amounts, gains on the disposal of financial assets and changes in the value of financial assets. Interest income is recognized in the statement of income using the effective interest method.
Financial expenses basically comprise expenses with interest on loans and changes in the value of financial assets and liabilities measured at fair value through profit or loss. Borrowing costs that are directly attributable to the acquisition, construction, or production of a qualifying asset are capitalized with the investment.
3.1.2. SEGMENT REPORTING
The information by operating segment is based on internal reporting to the chief operating decision maker, according to NBC TG 22/R2 (CVM Resolution 103/22) – Segment reporting. The chief operating decision makers are the chief executive officer, the chief financial officer and the chief executive of each division (Beef North America, Beef South America, Poultry, Pork and Processed Products – BRF and Corporate).
The Company’s management identified four main reportable segments that are strategically organized according to the divisions, as per Note 34.
3.1.3. ACCOUNTING ESTIMATES
The preparation of the financial statements in accordance with accounting policies adopted in Brazil and IFRS requires the use of management’s judgment to determine and record accounting estimates. The settlement of transactions involving these estimates may result in values different from estimates, due to the inherent inaccuracy of the process.
The Company reviews estimates and assumptions at least quarterly.
The issues requiring Company’s estimates are as follows:
a) | Fair value measurement of biological assets (Note 3.1.6); |
b) | Measurement corresponding to actuarial gains and losses (Note 3.4) |
c) | Estimated losses on doubtful accounts (Note 6); |
d) | Estimate losses on net realizable value (Note 7); |
e) | Impairment of taxes (Note 9.6) |
f) | Deferred income and social contribution tax assets (Note 13); |
g) | Fair value measurement of investment properties (Note 15); |
h) | Useful life of property, plant and equipment, right-of-use assets and intangible assets with finite useful lives (Notes 16, 17 and 18, respectively); |
i) | Impairment of intangible assets with indefinite useful life, including goodwill (Note 18); |
j) | Provisions (tax, labor and civil proceedings) (Note 26); |
k) | Fair value of financial instruments and derivatives (Note 32); and |
l) | Stock option plan (Note 37.5). |
3.1.4. FINANCIAL INSTRUMENTS
Financial instruments include financial investments and marketable securities, debt and equity instruments, trade accounts receivable and other receivables, cash and cash equivalents, derivative financial instruments, loans and financing, as well as trade accounts payable and other debts.
Financial instruments were recognized in accordance with NBC TG 48 (IFRS 9) – Financial instruments, as per CVM Resolution 76/22.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
These financial assets and liabilities are initially recognized when the Company becomes party to the contractual provisions of the instruments and are subsequently recognized at their fair value plus, for instruments that are not recognized at fair value through profit or loss, any directly attributable transaction costs.
After initial recognition, the Company classifies financial assets as subsequently measured at:
Amortized cost
When the financial assets are held for the purpose of collecting contractual cash flows and the contractual terms of these assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Fair value through other comprehensive income (FVOCI)
When the financial assets are held both for the purpose of collecting contractual cash flows and for the sale of these financial assets. In addition, the contractual terms must give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Fair value through profit or loss (FVTPL)
When financial assets are not measured at amortized cost, fair value through other comprehensive income or designated as such upon initial recognition. Financial instruments are designated as measured at fair value through profit or loss when the Company manages and makes purchase and sale decisions regarding these investments based on their fair value and in accordance with the Company’s documented risk management and investment decision. After initial recognition, attributable transaction costs are recognized in profit or loss when incurred, along with the fluctuations in fair value.
The classification of the financial assets is based both on the Company’s financial asset management model and on their cash flow characteristics.
Similarly, the Company classifies financial assets and liabilities as subsequently measured at their amortized cost, FVTPL or FVOCI. Financial liabilities measured at amortized cost use the effective interest method, adjusted for any reductions in the settlement value.
Derivative financial instruments and hedge accounting
The derivative financial instruments designated as hedge transactions are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Derivatives are presented as financial assets when the fair value of the instrument is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of financial instruments during the year are recognized directly in the statement of income, except for financial instruments designated for cash flow hedge accounting, which are recognized directly in equity as other comprehensive income. The amounts recognized under other comprehensive income are immediately transferred to the statement of income when the hedged transaction affects profit or loss.
3.1.5. CURRENT AND NON-CURRENT ASSETS
The main policies adopted for current and non-current assets are as follows:
Cash and cash equivalents
Consist of cash, banks and highly liquid financial investments with maturities equal to or less than 90 days at the time of acquisition that are readily converted to known amounts of cash and that are subject to an insignificant risk of change in value.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Financial investments and marketable securities
They include virtually all investments of the following types: time deposit, interest-bearing deposit and repurchase agreements. These investments may be readily redeemed and have an insignificant risk of change in value. In addition, shares and ADRs of listed companies and non-convertible debentures are recorded under this line item.
Trade accounts receivable
Trade accounts receivable are recorded at the fair value and when applicable, discounted to present value, according to NBC TG 12 (CVM Resolution 190/23) – Present value adjustment.
The estimated loss on doubtful accounts is set up in an amount deemed sufficient by Management to cover any losses on the realization of receivables, calculated on an individual basis and considering in its assumptions the concept of estimated credit losses, as introduced by NBC TG 48 (IFRS 9) / (CVM Resolution 76/22) – Financial instruments.
Inventories
Inventories are stated at the average acquisition or production cost, adjusted at net realizable value, if lower than the average cost.
Biological assets
According to NBC TG 29/R2 (CVM Resolution 74/22) - Biological assets and agricultural produce, agricultural activity is the management of the biological transformation of assets (living animals and/or plants) for sale, into agricultural products or into additional biological assets. The Company classifies cattle, poultry, pork and forests as biological assets.
The Company recognizes biological assets when it controls these assets as a result of past events and it is probable that future economic benefits will flow to the Company and the fair value of the asset can be reliably measured.
Under NBC TG 29/R2 (CVM Resolution 74/22) – Biological assets and agricultural produce, biological assets must be measured on initial recognition and at the end of each reporting period at fair value less costs to sell, unless fair value cannot be reliably measured.
The Company values cattle at its fair value based on market prices, and poultry, pork and forests are determined using unobservable data. Therefore, they are classified in the Level 3 fair value category.
Restricted cash
Refers to the balance in a bank account which cannot be used temporarily, derived from business combinations to guarantee certain indemnity events. The classification of cash into current and non-current assets depends on the contractual rules for releasing the amounts to each party.
Investments
The Parent company’s investments in subsidiaries, associates and joint venture are accounted for using the equity method in the financial statements.
Investment property
In accordance with NBC TG 28/R3 (CVM Resolution 107/22), investment property is initially recognized at acquisition cost (including transaction costs) and, after initial recognition, it is measured at fair value.
The fair values are based on market values and reflect the estimated amount at which the property could be negotiated on the appraisal date in an arm’s length transaction. The Company reassess its fair value on an annual basis.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Property, plant and equipment
Property, plant and equipment are stated at acquisition or construction cost, less depreciation calculated using the straight-line method at the rates mentioned in Note 16 and take into consideration the estimated useful lives of assets, based on property lease terms with respect to leasehold improvements.
Finance charges on financing agreements incurred when property, plant and equipment items are being built are capitalized until the asset begins its operations.
Other expenditures are capitalized only if the economic benefits associated with the property, plant and equipment item increase. Any other type of expenditure is recognized as an expense when incurred.
Pursuant to NBC TG 01/R4 (CVM Resolution 90/22) – Impairment of assets, an asset is tested for impairment on an annual basis. The recoverable amount of the asset must be estimated during the year only if there is any indication of impairment.
The recoverability analysis comprises projecting the profitability and future cash of the Company’s business units, which are discounted to present value to identify the degree of recoverability of the asset.
Lease (Right of use)
Leases are accounted for in accordance with NBC TG 06 (R3) / IFRS 16 (CVM Resolution 95/22), which requires that for all lease agreements under the scope of this standard, except those entitled to exemptions, lessees must recognize the liabilities assumed as corresponding entries to the respective right-of-use assets.
The Company opted to use the exemptions proposed by the standard for lease agreements with terms ending 12 months as from initial adoption and for lease agreements whose underlying assets are of low value.
Intangible assets
Intangible assets consist of assets acquired from third parties, including through business combinations, and those generated internally by the Company. They are stated at acquisition or formation cost, less amortization calculated using the straight-line method, and based on the recovery estimated periods.
Intangible assets with indefinite useful lives and goodwill resulting from expected future profitability are not amortized and are tested annually for impairment.
The goodwill represents the excess of total consideration paid over the difference between the fair value of assets acquired and liabilities assumed on the takeover date of the acquired company.
Goodwill is capitalized as an intangible asset and any impairment is recognized in the statement of income.
Whenever the fair value of the assets acquired and liabilities assumed exceeds total consideration paid, the difference will be fully recognized in the statement of income at the acquisition date.
Goodwill from the acquisition of businesses by September 30, 2008 (last acquisition prior to the transition date as of January 1, 2009 referring to full adoption of the International Financial Reporting Standards (IFRS)) was calculated based on the accounting standards prior to NBC TG 15/R4 (CVM Resolution 71/22) - Business combinations. The Company decided to adopt IFRS in all business acquisitions as from September 30, 2008. These goodwill amounts were based on expected future profitability, supported by valuation reports from experts.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The trademarks acquired from third parties, prior to December 31, 2009, were measured at the paid amount, while trademarks, customer relationship and supplier relationship acquired as part of business combination after September 30, 2008 were calculated at fair value pursuant to NBC TG 15/R4 (CVM Resolution 71/22) – Business combinations, for more details on the business combinations and the respective values derived from each one, see the Company’s previous financial statements.
3.1.6. IMPAIRMENT
According to NBC TG 01/R4 (CVM Resolution 90/22) – Impairment of assets, the impairment test of goodwill and intangible assets with indefinite useful lives is conducted annually, and other intangible assets with finite useful lives are tested whenever there is evidence of non-realization.
Certain intangible assets of the Company have indefinite useful lives, according to valuation from experts.
The recoverability analysis comprises projecting the profitability and future cash of the Company’s business units, which are discounted to present value to identify the degree of recoverability of the asset.
Discounted cash flows to assess the recoverability of assets are prepared for a maximum period of 5 years, strictly in line with the applicable accounting standard. The cash flows are in line with the Company’s strategic plan and growth projections based on past information updated by material facts. The discount rates of the cash flows use the WACC method and were properly discussed and validated with the Company’s management.
When it is not possible to estimate the recoverable amount of an individual asset, an impairment test is conducted in its cash generating unit (CGU), the smallest group of assets to which the asset belongs and for which there are separately identifiable cash flows. The Company adopts as CGU for assessing the recoverable amount of an asset, its segmentation by business unit (BU).
Goodwill recorded on initial recognition of an acquisition is allocated to each BU of the Company that is expected to benefit from the synergies of the combination that originated the goodwill, for purposes of impairment test.
Impairment losses are included in the statement of income. An impairment loss recorded for goodwill is not reversed.
3.1.7. CURRENT AND NON-CURRENT LIABILITIES
Current and non-current liabilities are stated at known or estimated amounts, plus the related charges, exchange rate gains (losses) and/or monetary changes incurred through the balance sheet date, when applicable.
3.1.8. PROVISIONS
Provisions are recognized when an outflow of future economic benefits resulting from past events is probable and they can be reliably estimated.
3.1.9. SHARE-BASED PAYMENT PLAN
The effects of the share-based payment plan are calculated at fair value and recognized in the balance sheet and the statement of income as contract conditions are met and as commented in Note 37.5.
3.1.10. INCOME AND SOCIAL CONTRIBUTION TAXES
The Company recognizes deferred taxes on tax losses, tax loss carryforwards and temporary differences. In the consolidated financial statements, deferred income tax is estimated in compliance with the regulations of the various jurisdictions in which the Company conducts business and with NBC TG 32/R4 (CVM Resolution 109/22) – taxes on income, which requires estimating the current tax position and assessing any temporary differences that result in the difference between the tax and the accounting treatments.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Deferred income and social contribution tax assets and liabilities are offset when there is a legal right to offset tax liabilities using tax credits and provided they are related to the same tax authority and the same legal entity.
Tax losses and tax loss carryforwards calculated in Brazil are not time-barred, but are limited to the use of 30% on taxable income for the year.
Credits from deferred tax assets on tax losses and social contribution tax loss carryforwards are booked to the extent that it is probable that future taxable income will be available for use; these credits may also arise from assets acquired and liabilities assumed on transactions in line with the Company’s business model.
The carrying amount of a deferred tax asset is revised periodically. The projections, limited to ten years, are revised annually. If there are relevant factors that change the projections, these are revised during the Company’s fiscal year.
The assessment of realization of these credits considers future income projections, based on judgments and assumptions. Similarly to any other accounting estimate, actual results may differ due to inherent uncertainties of the process. Consequently, there is a significant risk of adjustments to the carrying amounts of assets recorded in the financial statements.
The projections take into account the Company’s profitability history, adjusted for recent factors and diverse economic scenarios, considering its global presence and diversified operations in the Americas.
Furthermore, income and social contribution taxes for the current year are calculated based on taxable income in accordance with the legislation in force in each jurisdiction in which the Company operates.
3.1.11. DIVIDENDS AND INTEREST ON EQUITY
The distribution of dividends and interest on capital, if any, is made provided that it is within the mandatory minimum dividend amount, and is recorded as current liabilities since it is considered a legal obligation set forth in the bylaws. The amount that exceeds the mandatory minimum dividend, declared by Management before the end of the reporting period, is recorded as additional dividend proposed in equity until the approval by the shareholders at the General Meeting.
3.1.12. EARNINGS PER SHARE
Basic
Basic earning/loss per share is calculated by dividing the earnings or loss attributable to the Company’s controlling and non-controlling shareholders by the weighted average number of common shares outstanding during the year. This calculation is made pursuant to NBC TG 41/R2 (CVM Resolution 113/22) – earnings (loss) per share, excluding the shares classified as treasury shares.
Diluted
Diluted earnings (loss) per share is calculated by dividing the earnings/loss attributed to the Company’s common shareholders by the weighted average number of common shares that would be issued in the conversion of all potential diluted common shares into common shares.
When there are no potential diluted common shares (such as stock option), the number of shares considered in the calculation of basic and diluted earnings remains the same.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
3.1.13. SHARE ISSUANCE EXPENSES
In accordance with NBC TG 08 (CVM Resolution 188/23) – transaction costs and premium on issue of securities, transaction costs incurred with the raising of funds through the issuance of equity securities should be separately recorded in a valuation allowance which reduces equity, less possible tax effects, except if these costs are immaterial, in which case they are recognized in profit or loss for the year.
3.1.14. TREASURY SHARES
Treasury shares are Company shares acquired by the Company itself and held in the treasury with the specific purpose of exercise of the Company’s stock option plan. Treasury shares are recorded in a separate account.
3.1.15. CONSOLIDATION
Accounting policies are uniformly applied to all consolidated companies and are consistent with those applied in prior years.
Description of the main consolidation procedures:
a) | Elimination of the balances of intercompany assets and liabilities; |
b) | Elimination of ownership interest, reserves and retained earnings of subsidiaries; |
c) | Elimination of balances of intercompany revenues and expenses and unrealized profits resulting from intercompany transactions; and |
d) | Investments in associates and joint ventures are recognized using the equity method and are not eliminated in the consolidation process. |
3.1.16. STATEMENT OF VALUE ADDED
The Company prepared the statement of value added in accordance with NBC TG 09 (CVM Resolution 117/22) – Statement of value added, which is an integral part of the financial statements under Brazilian accounting standards applicable to listed companies, while it represents additional information under IFRS standards.
3.1.17. HYPERINFLATIONARY ECONOMY
The effects were recognized against “Cumulative translation adjustment and asset valuation adjustment” in equity and foreign exchange variations were recorded in the statement of income for the year.
As required by the accounting standard, non-monetary items, as well as the income for the year, were restated by the variation in the inflation index between the initial recognition period and the reporting period, with the aim of recording the balance sheet of subsidiaries at current value.
The translation of the balances of subsidiaries located in a hyperinflationary economy into the reporting currency was made at the exchange rate in force at the end of the year, for balance sheet and statement of income items.
In the financial statements for 2024, restatement due to hyperinflation had a positive impact of R$ 893,407 on the Company’s results.
ARGENTINA
Since 2018, Argentina has been considered a hyperinflationary economy. The inflation rate defined and applied in 2024 was 118% (211% in 2023).
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
TURKEY
Since 2022, Turkey has been considered a hyperinflationary economy. The inflation rate defined and applied in 2024 was 44% (65% in 2023).
The Company has presented the financial statements with the restatement for inflation for subsidiaries in these countries.
3.2. BUSINESS COMBINATIONS
Business combinations are recognized using the acquisition method. The cost of an acquisition is the sum of the consideration transferred, measured at fair value at the acquisition date, and the value of any non-controlling interest in the acquiree.
The Company measures the non-controlling interest in the acquiree at the fair value or based on the acquirer’s share in fair value of the acquiree’s identifiable net assets. Costs that are directly attributable to the acquisition are recorded as an expense when incurred.
Business combinations between entities under common control are recognized using the acquisition method when the agreements have substance and at cost when no substance is observed in the transaction.
In assessing the existence of substance, factors such as involvement of third parties in the transaction, creation of new entities, future plans for the new entity as eventual sale, change of control, among others, are considered.
In a business acquisition, Management assesses the assets acquired and liabilities assumed with the objective of classifying and allocating them according to contractual provisions, economic circumstances and relevant conditions at the acquisition date.
Goodwill is initially measured as the excess of the consideration transferred in the business combination over the fair value of the net assets acquired (identifiable assets and liabilities assumed, net). If the consideration transferred is less than the fair value of the net assets acquired, the difference should be recognized as a gain in the statement of income (gain on bargain purchase).
3.3. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS
The classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale. When an operation is classified as a discontinued operation, the comparative statement of income and the statement of cash flows are presented considering that the operation was discontinued since the beginning of the comparative year.
These assets are measured at the lower of their carrying amounts and their fair value less costs to sell. When classified as held for sale, intangible assets and property, plant and equipment are not amortized or depreciated.
Assets classified as held for sale are presented separately from other assets in the balance sheet. Similarly, liabilities that are related to assets held for sale are also presented separately from other liabilities.
The result from discontinued operations is presented in a single amount in the statement of income, comprising the total result after Income Tax and Social Contribution of these operations less any impairment loss.
This information is presented in Note 12 - Assets and liabilities held for sale and discontinued operations.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
3.4. EMPLOYEE BENEFIT PLANS
Subsidiary BRF sponsors supplementary defined benefit and defined contribution pension plans, as well as other post-employment benefits for which annually actuarial studies are prepared by independent professionals and revised by Management. The cost of the defined benefits is established individually for each plan, based on the projected unit credit method.
Remeasurements, which comprise the actuarial gains and losses, the effect of the asset ceiling and the return on plan assets are recognized immediately in the balance sheet with a balancing entry in Other comprehensive income in the year in which they occur, except for the Seniority Bonus, which is recognized in the statement of income for the year. Remeasurements recognized in other comprehensive income are not reclassified.
Subsidiary BRF recognizes the net defined benefit asset when certain conditions are met.
Past service cost is recognized in the statement of income for the year on the following dates, whichever occurs first:
a) when the plan amendment or curtailment occurs; and
b) when subsidiary BRF recognizes the related restructuring costs.
Cost of services and net interest on the defined benefit liability or asset are recognized in the categories of expenses related to the function performed by the beneficiary and in the financial result, respectively.
3.5. HEDGE ACCOUNTING
Cash flow hedge: the effective portion of the gain or loss of the hedging instrument is recognized under Other comprehensive income, and the ineffective portion under financial result. Cumulative gains and losses are reclassified to the statement of income or to the balance sheet when the hedged item is recognized, adjusting the line item in which the hedged item was recorded.
When an instrument is designated as cash flow hedge, the changes in the fair value of the future element of foreign currency forwards and of the timing element of the options are recognized under Other comprehensive income. Upon settlement of the instrument, these hedge costs are reclassified to the statement of income, together with the instrument’s intrinsic value.
A hedging relationship is discontinued prospectively when it no longer meets the criteria for qualifying as hedge accounting. Upon discontinuation of a cash flow hedge relationship where the hedged future cash flows are still expected to occur, the cumulative amount remains under Other comprehensive income until the cash flows occur and the respective amount is reclassified to the statement of income.
Fair value hedge: the effective portion of the gain or loss of the hedging instrument is recognized in the statement of income or in the balance sheet, adjusting the line item in which the hedged item is or will be recognized. The hedged item, when designated in this relationship, is also measured at fair value.
Hedge of net investment in foreign operation: the effective result of the instrument’s exchange rate variation is recorded under Other comprehensive income, in the same line item in which the gains (losses) on the translation of the hedged investments are recognized. Upon disposal of the hedged investments, the accumulated amount is reclassified to the statement of income for the year.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
3.6. NEW STANDARDS AND INTERPRETATIONS
3.6.1. NEW AND REVISED STANDARDS APPLIED
Management believes that the following standards or amendments have not had and will not have significant impacts on the Company:
Standard |
Description
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Effective date |
IFRS 16/CPC 06 (R2) |
The amendments add subsequent measurement requirements for sale and leaseback transactions that satisfy the requirements of IFRS 15/CPC 47. |
Effective for annual periods beginning on or after January 1, 2024.
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IAS 1/CPC 26 |
The amendments clarify aspects to be considered when classifying liabilities as current and non-current. Additionally, they clarify that only covenants to be fulfilled at or before the end of the reporting period affect the entity’s right to defer the settlement of a liability for at least 12 months after the reporting date.
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Effective for annual periods beginning on or after January 1, 2024.
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IAS 7/CPC 03 (R2) and IFRS 7 |
The amendments clarify that the entity shall disclose supplier finance arrangements, with information that allows users of financial statements to assess the effects of these arrangements on the entity’s liabilities and cash flows. |
Effective for annual periods beginning on or after January 1, 2024.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
3.6.2. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS THAT ARE NOT YET MANDATORY OR EFFECTIVE AT DECEMBER 31, 2024
Management is assessing whether the following standards and amendments will have significant impacts on the Company:
Standard |
Description
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Effective date |
IFRS S1 – (CVM Resolution 217/2024)
IFRS S2 – (CVM Resolution 218/2024) |
On December 26, 2023, CVM approved Resolution 193/23, which establishes the voluntary option for disclosure of sustainability-related financial information, in accordance with the standards issued by the International Sustainability Standard Board (“ISSB”), which provide new requirements for disclosure of sustainability-related risks and opportunities and specific climate-related disclosures, respectively. Accordingly listed companies, investment funds and securitization companies | May voluntarily adopt these requirements for annual periods beginning on or after January 1, 2024 and adoption will be mandatory for annual periods beginning on or after January 1, 2026. |
CPC 18 (R3) | CVM Resolution 211 makes Technical Pronouncement CPC 18 (R3) – Investments in Associates and Joint Ventures, issued by the Brazilian Accounting Pronouncements Committee (CPC), mandatory for listed companies, pursuant to Appendix “A” of the Resolution, revoking CVM Resolution 118. |
The regulation comes into force on January 1, 2025, applying to annual periods beginning on or after this date.
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ICPC 09 (R3) | CVM Resolution 212 makes Technical Interpretation ICPC 09 (R3) – Individual Financial Statements, Separate Statements, Consolidated Statements and Application of the Equity Method, issued by the CPC, mandatory for listed companies, revoking CVM Resolution 124. |
The regulation comes into force on January 1, 2025, applying to annual periods beginning on or after this date.
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CPC 02 (R2)
CPC 37 (R1) |
CVM Resolution 213 makes Revision Document of Technical Pronouncement 27, issued by the CPC, mandatory for listed companies. The document presents amendments to Technical Pronouncements CPC 02 (R2) - The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements and CPC 37 (R1) - First-time Adoption of the International Financial Reporting Standards. |
Effective for annual periods beginning on or after January 1, 2025.
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IAS 21/CPC 02 (R2) | The amendments require the disclosure of information that allows users of financial statements to understand the impact of a currency not being exchangeable. | Effective for annual periods beginning on or after January 1, 2025. |
IFRS 18 | The IFRS Accounting Standards, international standard-setting body, issued, on April 9, 2024, IFRS 18 - Presentation and Disclosure in Financial Statements. This standard is the result of a project initiated in April 2016 and now, issued in final form, will modify mainly the presentation format of the Statement of Profit or Loss and require new information related to management-defined performance measures. | Effective for annual periods beginning on or after January 1, 2027. |
IFRS 19 |
The IFRS Accounting Standards, international standard-setting body, issued, on May 9, 2024, IFRS 19 - Subsidiaries without Public Accountability: Disclosures. This standard aims to allow an eligible subsidiary to provide reduced disclosures when applying IFRS Standards in the preparation of its financial statements. To be eligible, the entity must be a subsidiary, must not have public accountability, and must have a parent that publishes consolidated financial statements, available for public use, that comply with IFRS Standards.
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Effective for annual periods beginning on or after January 1, 2027.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
3.7. INTERNATIONAL TAX REFORM
In December 2021, the Organization for Economic Cooperation and Development (“OCDE”) disclosed the rules of the Pillar Two model for an international tax reform (IAS 12 / CPC 32), applicable to multinational groups with consolidated revenues exceeding € 750 million in at least two of the last four years.
Multinational groups falling within the scope of these rules will be required to calculate an effective tax rate in each country where they operate, thus obtaining an effective rate for each jurisdiction.
If the effective tax rate of the jurisdiction in which the group operates is lower than the minimum defined rate of 15%, the multinational group will be required to pay a supplementary amount of income tax relating to the difference.
Since 2024, the Company is subject to the rules of the OCDE Pillar Two model in Austria, South Africa, Netherlands, United Kingdom and Turkey, and has not identified significant impacts for these jurisdictions.
Concurrently, Provisional Measure 1,262, Regulatory Instruction 2,228/24 and Law 15,079/24 were issued in Brazil, introducing the Qualified Domestic Minimum Top-up Tax (QDMTT), effective as from January 1, 2025, representing a partial adoption of the Pillar Two rules.
The Company is monitoring the potential impacts that this new rule may have to the Group.
3.8. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of the Company and its subsidiaries, as per the table showing the equity interests of the Company in Note 14.1 – Direct investments of the parent company.
The financial statements of foreign subsidiaries were prepared in accordance with the law of each country where the companies are located and were converted into the accounting policies issued by the IFRS Accounting Standards.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The table below presents the direct (blue) and indirect equity interests included in the financial statements:
EQUITY INTEREST | ||
PARENT | CORE ACTIVITY | |
Marfrig Global Foods S.A. | Processing of products (formed by cattle slaughter facilities in operation, which are also used in beef processing, and for the manufacture of animal nutrition products) and sale of animal-based (beef, pork, lamb, fish and poultry) and plant-based proteins. Located in the States of São Paulo, Mato Grosso, Mato Grosso do Sul and Rio Grande do Sul, in addition to distribution centers in the States of São Paulo, Rio de Janeiro and Rio Grande do Sul, which are also used for beef processing. | |
SUBSIDIARIES | CORE ACTIVITY | |
Masplen Ltd. | Holding company | |
Pampeano Alimentos S.A. | Producer of canned meat and other processed products | |
Marfrig Overseas Ltd. | Specific purpose entity - SPE | |
Marfrig Comercializadora de Energia Ltda. | Energy trading and associated services | |
Inaler S.A. (a) | Processing and marketing of products | |
Establecimientos Colonia S.A. (a) | Processing and marketing of products | |
Frigorífico Tacuarembó S.A. | Processing and marketing of products | |
Indusol S.A. | Specific Purpose Entity - SPE for commission of industry in Uruguay | |
Prestcott International S.A. (a) | Holding company | |
Cledinor S.A. | Processing and marketing of products: beef and lamb | |
Abilun S.A. | Holding company | |
Dicasold S.A. | Marketing and distribution of food products | |
Marfrig Chile S.A. | Processing and marketing of products | |
MFG Holdings SAU | Holding company | |
Quickfood S.A. | Processing and marketing of products | |
Estancias del Sur S.A. | Processing and marketing of products | |
Marfrig Holdings (Europe) B.V. | Holding company whose purpose is to raise funds | |
Marfrig Beef (UK) Limited | Holding company | |
Weston Importers Ltd. | Trading | |
MARB Bondco PLC | Holding company whose purpose is to raise funds | |
MBC Bondco Limited (b) | Holding company whose purpose is to raise funds | |
Marfrig Beef International Ltd. | Holding company | |
MFG US Holdings Limited | Holding company | |
Marfrig NBM Holdings Ltd. | Holding company | |
Marfrig US Holdings, LLC | Holding company | |
Beef Holdings Limited | Holding company | |
COFCO Keystone Supply Chain (H. Kong) Investment Ltd. | Joint venture | |
COFCO Keystone Supply Chain (China) Investment Ltd. | Joint venture | |
NBM US Holdings, Inc. | Holding company whose purpose is to raise funds | |
MF Foods USA LLC | Marketing of products | |
Plant Plus Foods, LLC | Joint venture | |
Plant Plus Foods Brasil Ltda. | Joint venture | |
Plant Plus Foods Canada Inc. (b) | Joint venture | |
VG HilarysEatWell, LCC (b) | Joint venture | |
National Beef Packing Company, LLC | Processing and marketing of products | |
Iowa Premium, LLC | Processing and marketing of products | |
National Carriers, Inc. | Transportation | |
NCI Leasing, Inc. | Leasing transportation | |
National Beef California, LP | Processing and marketing of products | |
National Beef Japan, Inc. | Marketing of products | |
National Beef Korea, Ltd. | Marketing of products | |
Kansas City Steak Company, LLC | DTC Marketing of products | |
National Elite Transportation, LLC | Transportation | |
National Beef Leathers, LLC | Processing of leather | |
National Beef de León S. de R.L. de C.V. | Processing of leather | |
National Beef Ohio, LLC | Processing and marketing of products | |
National Beef aLF, LLC | Holding company | |
alF Ventures, LLV | Processing and marketing of products | |
Zutfray S.A. | Processing and marketing of products |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
EQUITY INTEREST - CONTINUED | ||
SUBSIDIARIES | CORE ACTIVITY | |
BRF S.A. | Processing and marketing of products | |
BRF GmbH | Holding company | |
BRF Foods UK Ltd. | Provision of administrative and marketing services | |
BRF Arabia Holding Company JCS | Holding company | |
BRF Arabia Food Industry Ltd. (n) | Preparation and preservation of meat, fish, crustaceans and shellfish and production of animal and vegetable oils and fats | |
BRF Foods GmbH (i) | Processing, import and sale of products | |
BRF Foods LLC (e) | Import, processing and sale of products | |
BRF Foods LLC (i) | Processing, import and sale of products | |
Al Khan Foodstuff LLC (“AKF”) (c) | Import, sale and distribution of products | |
TBQ Foods GmbH | Holding company | |
Banvit Bandirma Vitaminli | Import, processing and sale of products | |
Banvit Enerji ve Elektrik Üretim Ltd. Sti. (l) | Energy generation and trading | |
Nutrinvestments BV (k) | Holding company | |
BRF Global Company Nigeria Ltd. | Provision of marketing and logistics services | |
BRF Global Company South Africa Proprietary Ltd. | Provision of administrative, marketing and logistics services | |
BRF Global GmbH | Holding and trading | |
BRF Japan KK | Provision of marketing and logistics services, import, export, processing and sale of products | |
BRF Korea LLC | Provision of marketing and logistics services | |
BRF Kuwait Food Supply Management Co. (c) | Provision of consulting and marketing services | |
BRF Shanghai Management Consulting Co. Ltd. | Provision of consulting and marketing services | |
BRF Shanghai Trading Co. Ltd. | Import, export and sale of products | |
BRF Singapore Foods PTE Ltd. | Provision of administrative, marketing and logistics services | |
Eclipse Holding Cöoperatief U.A. | Holding company | |
Buenos Aires Fortune S.A. (f) | Holding company | |
Eclipse Latam Holdings (m) | Holding company | |
Perdigão Europe Lda. (j) | Import and export of products and provision of administrative services | |
ProudFood Lda. | Import and sale of products | |
Sadia Chile S.A. | Import, export and sale of products | |
One Foods Holdings Ltd. | Holding company | |
Al-Wafi Food Products Factory LLC | Import, export, processing and sale of products | |
Badi Ltd. | Holding company | |
Al-Wafi Al-Takamol International for Foods Products | Import and sale of products | |
Joody Al Sharqiya Food Production Factory LLC | Import and sale of products | |
Federal Foods LLC (c) | Import, sale and distribution of products | |
Federal Foods Qatar (c) | Import, sale and distribution of products | |
BRF Energia S.A. | Energy trading | |
BRF Pet S.A. | Processing, sale and distribution of animal feed and nutrition products | |
Hecosul Alimentos Ltda. (o) | Production and sale of animal feed | |
Hercosul Distribuição Ltda. (o) | Import, export, wholesale and retail of animal feed | |
Hercosul International S.R.L. | Production, export, import and sale of animal feed and nutrition products | |
Hercosul Soluções em Transportes Ltda. | Road freight | |
Mogiana Alimentos S.A. | Production, distribution and sale of pet food products | |
Potengi Holdings S.A. (d) | Holding company | |
PR-SAD Administração de bem próprio S.A. | Asset management | |
PSA Laboratório Veterinário Ltda. (g) | Veterinary services | |
Sadia Alimentos S.A. | Holding company | |
Sadia Uruguay S.A. (h) | Import and sale of products | |
Vip S.A. Empreendimentos e Participações Imobiliárias (g) | Real estate activity | |
MBR investimentos Ltda. (g) | Holding of interests in companies, management of companies and enterprises and management of company-owned assets |
(a) | Assets held for sale. |
(b) | The operations of subsidiaries MBC Bondco Limited, VG HilarysEatWell LLC and PlantPlus Foods Canada Inc. were discontinued. |
(c) | For these entities, the Company has agreements that guarantee total economic rights, except for AKF, for which the economic rights are 99%. |
(d) | Associate with a subsidiary of Auren Energia S.A., whose economic interest is 24%. On October 9, 2024, a capital increase of R$ 94,221 was approved, of which R$ 22,613 by BRF Energia S.A. On December 11, 2024, a capital increase of R$ 94,000 was approved, of which R$ 22,560 by BRF Energia S.A. |
(e) | On January 15, 2024, subsidiary BRF Foods LLC (Russia) was dissolved. |
(f) | On March 19, 2024, subsidiary Buenos Aires Fortune S.A. was dissolved. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
(g) | On March 28, 2024, subsidiaries VIP S.A. Empreendimentos e Participações Imobiliárias and PSA Laboratório Veterinário Ltda. were merged into BRF S.A. and indirect subsidiary BRF Investimentos Ltda. became a direct subsidiary of BRF S.A. On December 23, 2024, the corporate name of BRF Investimentos Ltda. was changed to MBR Investimentos Ltda. |
(h) | On March 31, 2024, there was a capital reduction in subsidiary Sadia Uruguay S.A. by UYU 415,000 (R$ 55,365), and on June 17, 2024, there was another capital reduction by UYU 415,000 (R$ 58,515). |
(i) | BRF Foods GmbH, an Austrian company, had a branch in the United Arab Emirates, which on April 5, 2024 was converted into a limited company, named BRF Foods LLC (EAU). On February 1, 2025, subsidiary BRF was merged into BRF GmbH. |
(j) | On April 29, 2024, subsidiary Perdigão Europe Lda. was dissolved. |
(k) | On July 19, 2024, subsidiary Nutrinvestments BV was dissolved. |
(l) | On September 9, 2024, subsidiary Banvit Enerji ve Elektric Üretim Ltd. STI was dissolved. |
(m) | On November 8, 2024, subsidiary Eclipse Latam Holdings was dissolved. |
(n) | On November 28, 2024, BRF Arabia Food Industry Ltd. was established, a wholly-owned subsidiary of BRF Arabia Holding Company JCS. |
(o) | On January 2, 2025, subsidiaries Hercosul Alimentos Ltda. and Hercosul Distruição Ltda. were merged into Mogiana Alimentos S.A. |
3.9. Reclassification of the amounts of advance for asset sale in the balance sheet and in the statement of cash flows for the year ended December 31, 2023
The Company’s Management reclassified the amount of R$ 1,500,000 received as advance on August 28, 2023 for sale of assets, initially recorded under “Advance for asset sale” to “Liabilities related to assets held for sale”, both in current liabilities in the balance sheet and, consequently, the effect of the statement of cash flows, previously recorded as “cash flow from operating activities” to “cash flows from discontinued operations”. The reclassification was made due to the partial closing of the asset sale operation, in which the Company received R$ 5,680,602, recorded under “discontinued operation”, the origin of this amount is the same and its realization was based on a single base, that is, by offset of amounts.
4. CASH AND CASH EQUIVALENTS
Cash and cash equivalents group is composed of cash and demand deposits, as follows:
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Cash and banks | 716,435 | 1,930,667 | 3,321,225 | 5,586,182 | |
Cash equivalents | 15,885 | 9,570 | 1,195,462 | 874,030 | |
732,320 | 1,940,237 | 4,516,687 | 6,460,212 |
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Cash and cash equivalents | |||||
Brazilian real | 18,257 | 10,409 | 322,396 | 178,136 | |
US dollar | 713,852 | 1,929,512 | 3,486,396 | 5,464,952 | |
Euro | 211 | 316 | 30,694 | 28,969 | |
Turkish Lira | - | - | 6,348 | 93,641 | |
Saudi Riyal | - | - | 256,879 | 307,151 | |
Other | - | - | 413,974 | 387,363 | |
732,320 | 1,940,237 | 4,516,687 | 6,460,212 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
5. FINANCIAL INVESTMENTS AND MARKETABLE SECURITIES
The table below shows the financial investments and marketable securities by type:
Parent | |||||
PMPV (a) | Currency | Average interest rate p.a. |
12/31/2024 | 12/31/2023 | |
Financial investments: | |||||
Bank Deposit Certificates - CDB | - | BRL | 12.29% | 1,570,296 | 316,458 |
Repurchase and reverse repurchase agreements | - | BRL | 12.00% | 2,730,075 | 1,442,393 |
Fixed-income securities | - | BRL | - | - | 616 |
Brazilian prize-draw investment bonds | - | BRL | - | 1,763 | 1,763 |
Time deposit | - | USD | 3.00% | 1,271,870 | 292,438 |
FIDC | 0.54 | BRL | 16.08% | 27,592 | 33,660 |
Investment fund | 0.02 | BRL | 10.89% | 69,576 | - |
Total financial investments | 5,671,172 | 2,087,328 | |||
Marketable securities | |||||
LFT - Financial Treasury Bill | 0.68 | BRL | 12.25% | 46,774 | - |
Total marketable securities | 46,774 | - | |||
Total financial investments and marketable securities | 5,717,946 | 2,087,328 | |||
Current assets | 5,717,946 | 2,087,328 |
(a) Weighted average maturity in years.
Consolidated | |||||
PMPV(a) | Currency | Average interest rate p.a.% | 12/31/2024 | 12/31/2023 | |
Financial investments: | |||||
Bank Deposit Certificates - CDB | 0.17 | BRL | 12.20% | 5,287,255 | 5,193,319 |
Repurchase and reverse repurchase agreements | - | BRL | 11.98% | 3,229,238 | 1,810,879 |
Fixed-income bonds | - | BRL | - | - | 616 |
Brazilian prize-draw investment bonds | - | BRL | - | 1,763 | 1,763 |
Offshore note | 0.11 | BRL | 11.18% | 1,501,608 | - |
Time deposit | 0.03 | Turkish Lira | 49.57% | 715,371 | 56,473 |
Time deposit | 0.03 | USD | 3.60% | 5,104,085 | 7,277,012 |
Time deposit | 0.53 | South Korean Won | 2.63% | 87 | 340 |
Time deposit | 0.74 | Paraguayan Guarani | 4.94% | 7,900 | 3,893 |
Time deposit | 0.02 | Arab Dirham | 4.29% | 102,947 | - |
Time deposit | - | Euro | - | - | 15,952 |
Time deposit | 0.01 | Saudi Riyal | 5.42% | 959,103 | 612,110 |
Time deposit | 0.06 | AOA | 10.07% | 55,449 | - |
FIDC | 0.76 | BRL | 9.63% | 46,042 | 50,150 |
Investment fund | 0.02 | BRL | 10.89% | 69,576 | - |
Total financial investments | 17,080,424 | 15,022,507 | |||
Marketable securities | |||||
B3 marketable securities | 0.08 | BRL | - | 20 | 20 |
LFT - Financial Treasury Bill | 0.89 | BRL | 11.66% | 81,805 | 412,107 |
NTN - National Treasury Notes | 8.76 | BRL | 11.44% | 859,029 | - |
ADRs securities | 1.08 | USD | - | 15,481 | 12,103 |
External credit note (b) | 5.40 | USD | 6.82% | 289,880 | 291,402 |
Total marketable securities | 1,246,215 | 715,632 | |||
Total financial investments and marketable securities | 18,326,639 | 15,738,139 | |||
Current assets | 18,002,828 | 15,418,144 | |||
Non-current assets | 323,811 | 319,995 |
(a) Weighted average maturity in years.
(b) Investments in private securities and Angolan Government securities, which are presented net of expected credit losses in the amount of R$ 22,530 (R$ 16,466 at December 31, 2023). These refer to bonds in US Dollar at a weighted average rate of 6.82% (US Dollar - 6.34% and bonds - 5.90% in 2023).
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Subsidiary BRF pledged the amount of R$ 69,753 (R$ 9,179 in 2023) as collateral, with no restrictions, for operations with futures contracts traded on the B3, referring to cash and cash equivalents and marketable securities.
The Company’s investments are mainly of types widely adopted by the market, mitigating the risks, liquidity and profitability. Investments include Bank Deposit Certificates (CDBs) and repurchase and reverse repurchase agreements, both indexed to the CDI and with possibility of immediate redemption, as well as fixed-income bonds, which offer predictability of return.
In addition, the Company diversifies its portfolio with investments in the international market, including time deposits with fixed rates and daily liquidity, and Brazilian prize-draw investment bonds structured for predefined periods.
For diversification and adjustment to market dynamics, the Company has investments in alternative modalities that expands its strategic management, such as:
FIDC – Fundos de Investimentos em Direitos Creditórios (Receivables Backed Investment Funds)
Investment in quotas of funds for acquisition of credit rights, which provide the Company with greater flexibility in the allocation of resources, without compromising liquidity or generating an immediate financial burden.
Investment fund
This is an investment fund in fixed-income quotas, with predominant allocation to low-risk assets, such as government and private securities. Its purpose is to provide liquidity and predictability, monitoring economic indicators such as the CDI and the SELIC rate.
National Treasury Securities
These include Financial Treasury Bills (LFT), indexed to the SELIC rate, and National Treasury Notes (NTN), indexed to different economic indicators. These securities provide predictability and protection against exchange rate and inflation rate fluctuations.
6. TRADE ACCOUNTS RECEIVABLE
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Trade accounts receivable – domestic | 225,362 | 332,221 | 5,052,649 | 4,111,676 | |
Third parties | 158,864 | 293,849 | 5,050,539 | 4,103,988 | |
Related parties (a) | 66,498 | 38,372 | 2,110 | 7,688 | |
Trade accounts receivable – foreign | 8,927,853 | 2,145,630 | 4,145,785 | 3,107,867 | |
Third parties | 98,895 | 10,461 | 4,145,785 | 3,107,867 | |
Related parties (a) | 8,828,958 | 2,135,169 | - | - | |
9,153,215 | 2,477,851 | 9,198,434 | 7,219,543 | ||
Amounts not yet due | 9,122,711 | 2,389,911 | 7,758,085 | 5,926,885 | |
Amounts overdue: | |||||
From 1 to 30 days | 29,751 | 50,855 | 1,206,429 | 1,076,415 | |
From 31 to 60 days | 428 | 17,397 | 169,517 | 116,998 | |
From 61 to 90 days | 325 | 19,688 | 84,528 | 114,596 | |
More than 90 days | 44,060 | 22,076 | 829,723 | 644,726 | |
(-) Present value adjustment | - | - | (39,291) | (29,284) | |
(-) Estimated losses on doubtful accounts | (44,060) | (22,076) | (810,557) | (630,793) | |
9,153,215 | 2,477,851 | 9,198,434 | 7,219,543 | ||
Current assets | 9,153,215 | 2,477,851 | 9,175,814 | 7,213,646 | |
Non-current assets | - | - | 22,620 | 5,897 |
(a) Trade accounts receivable with related parties are detailed in Note 36 – Related-party transactions.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Changes in estimated losses on doubtful accounts are as follows:
Parent | Consolidated | ||
Balance at December 31, 2023 | (22,076) | (630,793) | |
Estimate accrued, net | (581) | (47,068) | |
Write-offs | - | 22,672 | |
Translation gains (losses) | - | (133,894) | |
Reclassification to assets held for sale | (21,403) | (21,474) | |
Balance at December 31, 2024 | (44,060) | (810,557) |
In June 2014, a receivables backed investment (Fundo de Investimento de Direitos Creditórios - FIDC) was created to sell a portion of the receivables from the installment sale in the domestic market, in the amount of R$ 150,000 (principal). Invoices negotiated with the fund MRFG amounted to R$ 106,196 in 2024 (R$ 134,343 in 2023).
The Company, through its subsidiary BRF, conducts credit assignments with no right of recourse with Fundo de Investimento em Direitos Creditórios Clientes BRF (“FIDC BRF II”), which exclusively operates in acquiring credit rights arising from commercial transactions carried out with customers in Brazil.
In 2024, FIDC BRF II had as outstanding balance of R$ 959,434 (R$ 1,072,964 in 2023) related to such credit rights, which were derecognized from the Company’s balance sheet at the time of assignment.
In 2024, subsidiary BRF has insurance, letters of credit and other guarantees referring to sales in installments in foreign markets, in the amount of R$ 1,441,599 (R$ 1,003,891 in 2023).
7. INVENTORIES
Inventories of finished products were carried at average purchase and/or production cost, as explained below:
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Finished products | 541,100 | 469,238 | 6,808,523 | 6,082,922 | |
Work in progress | - | - | 545,729 | 482,182 | |
Raw materials | 29,654 | 12,953 | 2,325,265 | 2,235,710 | |
Packaging and storeroom supplies | 98,822 | 58,060 | 1,954,807 | 1,515,916 | |
(-) Present value adjustment (a) | - | - | (115,546) | (129,848) | |
(-) Estimated losses | (5,424) | (14,886) | (35,840) | (73,764) | |
664,152 | 525,365 | 11,482,938 | 10,113,118 |
(a) Refers to the balancing entry of initial recording of the adjustment to present value of trade accounts payable of subsidiary BRF, which is allocated to costs according to the inventory turnover.
The Company grounds its estimates on historical losses and assessment of subsequent realization (market), as follows:
Parent | Consolidated | ||
Balance at December 31, 2023 | (14,886) | (73,764) | |
Estimate accrued, net | 9,466 | 38,605 | |
Translation gains (losses) | - | (601) | |
Reclassification to assets held for sale | (4) | (80) | |
Balance at December 31, 2024 | (5,424) | (35,840) |
The Company’s Management assessed the estimated net realizable value for inventories, and concluded that the recognized amount is sufficient.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
8. BIOLOGICAL ASSETS
Biological assets comprise, cattle, poultry, pigs and forests, as detailed below:
Consolidated | ||
12/31/2024 | 12/31/2023 | |
Biological assets - cattle | 81,788 | 54,519 |
Biological assets - poultry | 1,110,101 | 1,020,224 |
Biological assets - pigs | 1,734,532 | 1,681,941 |
Biological assets - current | 2,926,421 | 2,756,684 |
Biological assets - poultry | 677,210 | 668,606 |
Biological assets - pigs | 639,689 | 646,613 |
Biological assets - forestry | 470,338 | 543,097 |
Biological assets - non-current | 1,787,237 | 1,858,316 |
Total | 4,713,658 | 4,615,000 |
8.1. Changes in biological assets (current)
Consolidated | |||||
Cattle | Poultry | Pigs | Total | ||
Balance at December 31, 2023 | 54,519 | 1,020,224 | 1,681,941 | 2,756,684 | |
Increase due to acquisitions | 114,104 | 15,587,078 | 9,988,685 | 25,689,867 | |
Animal feeding expenses | 68,819 | - | - | 68,819 | |
Decrease due to sales | (15,374) | - | - | (15,374) | |
Net decrease due to deaths | (541) | - | - | (541) | |
Changes in fair value less costs to sell | 8,060 | 3,100,412 | 357,017 | 3,465,489 | |
Translation gains (losses) | 4,953 | 8,042 | - | 12,995 | |
Transfers to inventories | (152,752) | (18,605,655) | (10,293,111) | (29,051,518) | |
Balance at December 31, 2024 | 81,788 | 1,110,101 | 1,734,532 | 2,926,421 |
8.2. Changes in biological assets (non-current)
Consolidated | ||||
Poultry | Pigs | Forestry | Total | |
Balance at December 31, 2023 | 668,606 | 646,613 | 543,097 | 1,858,316 |
Increase due to acquisitions | 160,357 | 542,441 | 84,140 | 786,938 |
Decrease due to sales | - | - | (11,130) | (11,130) |
Changes in fair value less costs to sell | 822,201 | (154,451) | - | 667,750 |
Gain or loss on fair value adjustment | - | - | (78,578) | (78,578) |
Depreciation/ depletion | (1,054,421) | (394,914) | (69,060) | (1,518,395) |
Reclassification (a) | - | - | 1,869 | 1,869 |
Translation gains (losses) | 80,467 | - | - | 80,467 |
Balance at December 31, 2024 | 677,210 | 639,689 | 470,338 | 1,787,237 |
(a) Amounts reclassified from right-of-use assets.
Subsidiary BRF has forestry areas pledged as collateral for financing, tax and civil contingencies, in the amount of R$ 70,025 in 2024 (R$ 71,399 in 2023).
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
8.3. Sensitivity analysis table
The fair value of poultry, pigs and forests is determined using unobservable data, therefore, they are classified in the Level 3 fair value category. The main assumptions used in the calculation of fair value and their impact on measurement are presented below.
Assets | Valuation technique | Significant unobservable inputs | The estimated fair value could change if: | |||||
Increase | Decrease | |||||||
Forests | Revenue approach | Estimated prices for standing timber | Timber price if it is higher | Timber price if it is lower | ||||
Estimated productivity per hectare | Yield per hectare if it is higher | Yield per hectare if it is lower | ||||||
Harvest and transportation cost | Lower harvest cost | Harvest cost if it is higher | ||||||
Discount rate | Lower discount rate | Discount rate if it is higher | ||||||
Live animals | Cost approach | Feed input prices | Feed cost if it is higher | Feed cost if it is lower | ||||
Accommodation cost | Accommodation cost if it is higher | Accommodation cost if it is lower | ||||||
Integrated costs | Integrated cost if it is higher | Integrated cost if it is lower |
The prices used in the evaluation refer to those practiced in the regions where the Company is located and were obtained through market research. The discount rate corresponds to the average cost of capital and other economic assumptions for a market participant.
The weighted average price used in the valuation of the biological asset (forests) in 2024 was equivalent to R$ 85.12 per sterile meter (R$ 76.22 per sterile meter in 2023). The actual discount rate used in the valuation of biological assets (forests) in 2024 was 9.2% (8.1% in 2023).
9. RECOVERABLE TAXES
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
ICMS and IVA (State VAT) | 388,487 | 473,171 | 2,914,034 | 2,604,642 | |
IPI (Excise Tax) | 3,622 | 1,005 | 1,182,006 | 1,095,890 | |
INSS (National Social Security Institute) | - | - | 422,163 | 485,096 | |
PIS and COFINS (taxes on sales) credits | 2,209,820 | 1,687,034 | 4,370,281 | 4,257,325 | |
IRRF, IRPJ and CSLL (taxes on income) recoverable | 3,877,914 | 3,252,806 | 4,702,802 | 3,787,516 | |
Other | 15,646 | 10,075 | 203,938 | 166,698 | |
(-) Estimated impairment | (229,525) | (199,525) | (418,401) | (386,963) | |
6,265,964 | 5,224,566 | 13,376,823 | 12,010,204 | ||
Current assets | 756,930 | 1,220,697 | 3,235,325 | 2,920,641 | |
Non-current assets | 5,509,034 | 4,003,869 | 10,141,498 | 9,089,563 |
9.1. ICMS and IVA (State VAT)
The credit balance of recoverable ICMS derives from credits taken for ICMS paid on the acquisition of raw, packaging and other materials and inputs, in amounts higher than the debts generated from its sales, since the Company’s main credit generating operations are sales to the foreign market, and they are exempt from this tax. The Company has been seeking ways to optimize these balances, when authorized by the State tax authorities, through the sales of ICMS to third parties or for the payment of suppliers of inputs and property, plant and equipment.
On June 20 and October 16, 2024, an agreement was entered into between the Parent and its subsidiary BRF S.A. for the acquisition of R$ 113,000 and R$ 350,000 in ICMS credits, respectively, determined in the State of São Paulo and owned by the Parent, considering a discount compatible with the market.
Up to December 31, 2024, R$ 256,000 had been transferred and subsidiary BRF offset R$ 178,076 related to these credits. The credits will be used according to the Company’s monthly calculation in the state, with full offset expected up to April 2025.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
In several other jurisdictions outside Brazil, VAT is levied on the Company’s ordinary operations with goods and services with expected realization in the short and long terms.
9.2. IPI
The Company recorded tax assets arising from successful outcomes in lawsuits, particularly the premium credit.
9.3. INSS
INSS recoverable refers to differences in social security contributions discussed in court on paid maternity leave, work accident risk, vacation bonus, labor agreements, paid sick leave, and notice of termination.
9.4. PIS and COFINS taxes
Pursuant to Laws 10,637/02, 10,833/03, 10,865/04, 10,925/04, 11,033/04, 12,058/09 and 12,350/10, the Company has noncumulative PIS and COFINS credits on the acquisition of raw, packaging and other materials used in goods sold in domestic and foreign markets.
The realization of these balances usually occurs through offsetting against the balance payable in sales of taxed products in the domestic market, against other federal taxes, and with the changes provided for by Law 13,670, in August 2018, which permitted the offsetting of social security liabilities using other credits from the taxpayer. As from said date, the Company started settling its social security liabilities using such credits.
9.5. IRRF, IRPJ and CSLL recoverable
Refers to withholding of income tax at source on services, financial investments, prior-year negative balances of income and social contribution taxes and income tax paid abroad on net income made available in Brazil. Income tax paid abroad is payable via the offsetting of income and social contribution taxes calculated on profit for future years and have no time limit.
9.6. Estimated impairment of taxes
Estimated losses were calculated based on Management’s best judgment of the realization of the Company’s recoverable taxes balances, mainly on PIS and COFINS credits.
In 2024, the changes in this item were as follows:
Parent | Consolidated | ||
Balance at December 31, 2023 | (199,525) | (386,963) | |
Net estimate (a) | (30,000) | (31,117) | |
Reclassification to assets held for sale | - | (321) | |
Balance at December 31, 2024 | (229,525) | (418,401) |
(a) Based on its assessment, the Company concluded that it was necessary to recognize impairment of PIS and COFINS taxes for the year ended in 2024, in an amount considered sufficient to cover any losses on realization of such tax credits.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
10. NOTES RECEIVABLE
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Related parties (a) | 3,539,815 | 8,727,233 | 26,601 | 31,932 | |
Sale of poultry farm (b) | - | - | 38,255 | 12,325 | |
Sale of farm | - | - | - | 54,000 | |
Adjustment to present value | - | - | (5,910) | (2,223) | |
Other notes receivable (c) | 1,084 | 707 | 9,141 | 2,866 | |
3,540,899 | 8,727,940 | 68,087 | 98,900 | ||
Current assets | 650,180 | 554,995 | 59,452 | 96,770 | |
Non-current assets | 2,890,719 | 8,172,945 | 8,635 | 2,130 |
(a) The amount presented in the Parent refers mostly to balances resulting from loan transactions with its subsidiaries, as described in Note 36 – Related-party transactions.
(b) The amount presented substantially refers to the sale of poultry farms in Guatambu and Concordia.
(c) The amount presented substantially refers to the sale of a hatchery in Caxias do Sul.
11. ADVANCES TO SUPPLIERS
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Third parties | 160,471 | 412,713 | 441,103 | 609,203 | |
Related parties (a) | 2,298,299 | 304,225 | 2,298,299 | 304,225 | |
2,458,770 | 716,938 | 2,739,402 | 913,428 |
(a) The balances of advances to suppliers with related parties are detailed in Note 36 - Related-party transactions.
12. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS
On August 28, 2023, following its strategy of focusing on the production of branded meat and products with higher value added, the Company decided to sell certain cattle and sheep slaughter units in Argentina, Brazil, Chile and Uruguay, which are part of the Beef South America segment, to Minerva S.A.
The sale price of the Transaction’s Assets was R$ 7,500,000, with a down payment of R$ 1,500,000 received on August 28, 2023, and a remaining balance of R$ 6,000,000, which was subject to the CDI (Interbank Deposit Rate).
On May 21, 2024, according to the Notice to the Market, the Company received from Comission de Promoción y Defensa de La Competencia (CPDC) of Uruguay a resolution denying authorization for the sale of the Transaction’s Assets located in Uruguay, namely the cattle slaughter units in Colônia, Salto and San José, for which the attributed sales price, pursuant to the contract, is R$ 675,000. On October 30, 2024, pursuant to the Notice to the Market, CPDC ratified its prior position. The decision is not definitive and an appeal was filed.
On August 9, 2024, according to the Material Fact disclosed, the Company received from the Administrative Council for Economic Defense (CADE) the final opinion of the General Superintendency recommending to the Administrative Court for Economic Defense (TADE) the approval of the transaction through the execution of a concentration control agreement, determining the decrease of the material and geographic limits established in the expansion restriction clause of the agreement, which did not change the other terms and conditions of the agreement and of the transaction.
On September 25, 2024, pursuant to the Material Fact disclosed, the Company received from CADE, in a judgment session held on that date, the approval of the aforementioned concentration act related to the transaction. Such decision and the other public documents related to the concentration act are available on CADE’s website.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
On October 8, 2024, according to the Notice to the Market disclosed, the final decision on the Concentration Act No. 08700.006814/2023-77 and the fulfillment of the other conditions precedent established in the Agreement were confirmed.
On October 28, 2024, pursuant to the Material Fact disclosed, the closing of the transaction was implemented, except in relation to the Uruguay Assets. As a result, the Company received, on that date, R$ 5,680,602, totaling a sales price of R$ 7,180,602 (considering R$ 1,500,000 received as down payment).
Pursuant to the Material Fact, the sales price could be post-closing adjustments, which are shown below, together with the transaction results:
12/31/2024 | ||
Sales price | 6,825,000 | |
Adjustment to sales price (a) | 340,684 | |
(-) Expenses on legal advisors and external consultants | (5,836) | |
(=) Adjusted sales price | 7,159,848 | |
(-) Net write-off of assets held for sale | (4,333,025) | |
(=) Income from operations before taxes | 2,826,823 | |
(-) Income and social contribution taxes | (952,965) | |
(=) Transaction results | 1,873,858 |
(a) The adjustment to sales price mainly derives from exclusion of the net debt of the negotiated companies, working capital, estimated remuneration and others, as provided for in the agreement.
On February 11, 2025, pursuant to the Material Fact disclosed, Minerva S.A. submitted a new request to the CPDC, for approval of the acquisition of the “Uruguay Operation”. Considering the latest opinion of CPDC regarding the original request, Minerva S.A. submitted an alternative proposal. The proposal submitted does not entail any change to the conditions originally agreed in the asset sale and purchase agreement.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The individual and consolidated assets and liabilities held for sale in relation to the Uruguay assets, considering the elimination of balances between the group’s companies, are as follows:
Assets | Liabilities | |||||||
Parent | Consolidated | Parent | Consolidated | |||||
CURRENT ASSETS | 12/31/2024 | 12/31/2024 | CURRENT LIABILITIES | 12/31/2024 | 12/31/2024 | |||
Cash and cash equivalents | - | 121,083 | Trade accounts payable - third parties | - | 317,830 | |||
Financial investments and marketable securities | - | 387 | Accrued payroll and related charges | - | 55,486 | |||
Trade accounts receivable - third parties | - | 12,938 | Taxes payable | - | 23,084 | |||
Inventories | - | 150,551 | Loans and financing | - | 197,010 | |||
Recoverable taxes | - | 13,526 | Advances from customers - third parties | - | 161 | |||
Advances to suppliers | - | 1,607 | Lease payable | - | 17 | |||
Other receivables | - | 2,486 | Other payables | - | 9,176 | |||
- | 302,578 | - | 602,764 | |||||
NON-CURRENT ASSETS | NON-CURRENT LIABILITIES | |||||||
Derivative financial instruments | - | 31,385 | Deferred income and social contribution taxes | - | 2,180 | |||
Loans and financing | - | 162,400 | ||||||
- | 31,385 | |||||||
- | 164,580 | |||||||
Investments | 999,649 | - | ||||||
Property, plant and equipment | - | 422,108 | ||||||
Right-of-use assets | - | 226 | ||||||
Intangible assets | - | 665,761 | ||||||
999,649 | 1,088,095 | |||||||
999,649 | 1,119,480 | |||||||
TOTAL ASSETS HELD FOR SALE | 999,649 | 1,422,058 | TOTAL LIABILITIES RELATED TO ASSETS HELD FOR SALE | - | 767,344 |
The results of discontinued operations for the years 2024 and 2023 are presented below:
Parent | Consolidated | ||||||
YTD | YTD | YTD | YTD | ||||
2024 | 2023 | 2024 | 2023 | ||||
NET SALES REVENUE | 3,716,452 | 5,781,184 | 2,320,817 | 4,266,894 | |||
Cost of products and goods sold | (3,047,280) | (4,877,741) | (1,627,683) | (3,109,327) | |||
GROSS PROFIT | 669,172 | 903,443 | 693,134 | 1,157,567 | |||
Operating income (expenses) | 2,182,854 | (541,985) | 2,183,408 | (756,568) | |||
Net financial result | (1,118,368) | (501,906) | (1,109,720) | (519,090) | |||
Profit (loss) before taxes | 1,733,658 | (140,448) | 1,766,822 | (118,091) | |||
INCOME AND SOCIAL CONTRIBUTION TAXES | (648,892) | (28,942) | (682,373) | (51,526) | |||
Net income (loss) for the year from discontinued operations | 1,084,766 | (169,390) | 1,084,449 | (169,617) | |||
Controlling interest - discontinued operation | 1,084,766 | (169,390) | 1,084,766 | (169,390) | |||
Non-controlling interest - discontinued operation | - | - | (317) | (227) | |||
1,084,766 | (169,390) | 1,084,449 | (169,617) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The discontinued cash flow for 2024 and 2023 is presented below:
Parent | Consolidated | ||||
Reclassified | Reclassified | ||||
YTD | YTD | YTD | YTD | ||
2024 | 2023 | 2024 | 2023 | ||
Parent’s profit (loss) for the year - discontinued | 1,084,766 | (169,390) | 1,084,766 | (169,390) | |
Non-cash items | (1,406,759) | 593,999 | (1,436,338) | 772,237 | |
Equity changes | (1,351,946) | 482,924 | (211,130) | (515,379) | |
Cash flow used in operating activities | (1,673,939) | 907,533 | (562,702) | 87,468 | |
Cash flow provided by (used) in investing activities | 5,436,974 | (151,096) | 5,621,260 | (204,884) | |
Cash flow used in financing activities | (70,087) | (579,910) | (160,050) | (612,126) | |
Exchange variation on cash and equivalents - discontinued operation | 4 | - | 15,302 | 4,424 | |
Cash flow for the year | 3,692,952 | 176,527 | 4,913,810 | (725,118) | |
(-) Cash and cash equivalents | (282) | 282 | 27,481 | 93,602 | |
Discontinued operations net of cash | 3,693,234 | 176,245 | 4,886,329 | (818,720) |
13. DEFERRED INCOME AND SOCIAL CONTRIBUTION TAXES
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Income tax | 1,106,513 | - | 3,443,414 | 1,986,994 | |
Social contribution tax | 399,341 | - | 1,033,541 | 599,771 | |
Deferred tax assets | 1,505,854 | - | 4,476,955 | 2,586,765 | |
Income tax | - | (14,981) | (6,489,730) | (7,076,326) | |
Social contribution tax | - | (1,476) | (2,266,217) | (2,477,186) | |
Deferred tax liabilities | - | (16,457) | (8,755,947) | (9,553,512) | |
Total deferred taxes | 1,505,854 | (16,457) | (4,278,992) | (6,966,747) |
The following table presents the breakdown of deferred taxes:
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Income tax losses | 2,543,291 | 519,713 | 5,406,582 | 3,362,459 | |
Social contribution tax loss carryforwards | 916,580 | 187,677 | 1,845,843 | 1,132,825 | |
Temporary differences - assets | 191,399 | 95,545 | 2,008,544 | 1,463,934 | |
Temporary differences - liabilities | (2,145,416) | (819,392) | (13,539,961) | (12,925,965) | |
Deferred taxes, net | 1,505,854 | (16,457) | (4,278,992) | (6,966,747) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Considering the Company’s estimates, the table below presents the realization of “Deferred Tax Assets”, based on a technical feasibility study and according to the projections, limited to a 10-year term:
Parent | Consolidated | ||
Year | |||
2025 | - | 240,541 | |
2026 | - | 311,216 | |
2027 | 36,484 | 346,480 | |
2028 | 278,433 | 646,143 | |
2029 | 493,499 | 730,172 | |
2030 to 2034 | 697,438 | 2,202,403 | |
1,505,854 | 4,476,955 |
14. INVESTMENTS
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Interest in subsidiaries and associates | 22,955,323 | 23,685,943 | - | - | |
Goodwill derived from business combinations | 266,450 | 205,915 | - | - | |
Other investments | 10,010 | 21,010 | 224,843 | 654,638 | |
23,231,783 | 23,912,868 | 224,843 | 654,638 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
14.1. Direct investments by the parent
Information and changes on investments in subsidiaries in 2024 is shown below:
Marfrig Chile S.A. |
Frigorífico Tacuarembó S.A. |
Masplen Ltd | Marfrig Overseas Ltd. |
Marfrig Comercializadora de Energia Ltda. |
Marfrig Holdings (Europe) B.V |
Marfrig Beef (UK) Limited |
Marfrig Beef International Ltd. |
Abilun S.A. |
MFG Holdings SAU |
Quickfood S.A. | Marfrig Paraguay S.A (c) |
BRF S.A. | PlantPlus Brasil |
||
Shares/Units of interest | 10,000 | 163,518,797 | 5,050 | 1 | 40,000,000 | 426,842 | 2,001 | 2,001 | 400,000 | 300,000,000 | 83,071,700,036 | - | 1,682,473,246 | 28,921,047 | |
% interest | 99.50 | 99.96 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | 10.00 | - | 50.49 | 0.24 | |
Total assets | 419,800 | 1,061,172 | - | 2,813,273 | 1,669,852 | 6,861,597 | 3,078,982 | 5,402,707 | 76,540 | 1,751,336 | 1,789,156 | - | 88,611,283 | 19,993 | |
Total liabilities | 159,464 | 923,289 | 252,956 | 2,695,812 | 1,650,339 | 2,653,986 | 1,135,918 | 3,335,722 | 61,271 | 1,518,845 | 1,264,891 | - | 58,962,031 | 13,865 | |
Share capital | 71,915 | 39,588 | 22,859 | - | 40,000 | 2,885,086 | 2,543,322 | 1,205,544 | 57 | 1,800 | 498,430 | - | 13,349,156 | 28,921 | |
Equity | 260,336 | 137,883 | (252,956) | 117,461 | 19,513 | 4,207,611 | 1,943,064 | 2,066,985 | 15,269 | 232,491 | 524,265 | - | 29,649,252 | 6,128 | |
Net income (loss) | 17,884 | 49,903 | (106,615) | (273,276) | (15,415) | 83,003 | 397,108 | (596,896) | 8,880 | (287,267) | (213,511) | 210 | 1,334,082 | (3,622) | |
Balance at December 31, 2023 | 206,744 | 128,035 | (162,907) | (777,243) | 24,928 | 3,699,967 | 1,864,685 | 3,505,987 | 5,193 | 11,693 | 25,091 | (6) | 15,153,841 | (65) | 23,685,943 |
Write-off | - | - | - | - | - | - | - | - | - | - | - | (2) | - | - | (2) |
Dividends and interest on equity | - | (83,491) | - | - | - | (618,717) | (494,974) | (993,300) | - | - | - | - | (578,646) | - | (2,769,128) |
REP (a) | 81,256 | 49,532 | (113,581) | (273,276) | (15,415) | 83,003 | 397,108 | (596,898) | 8,880 | (272,630) | (19,728) | 208 | 672,692 | (14) | 1,137 |
REP (a) (discontinued operation) | (63,331) | - | - | - | - | - | - | - | - | (14,584) | (1,620) | - | - | - | (79,535) |
Capital increase | - | - | - | - | 10,000 | - | - | - | - | 1,455 | 17,930 | - | - | - | 29,385 |
Capital reduction | - | - | - | - | - | - | - | - | - | - | - | (215) | - | - | (215) |
Increase in equity interest | - | - | - | - | - | - | - | - | - | - | - | - | 132,011 | - | 132,011 |
Capital transactions | - | - | - | 1,391,707 | - | - | - | - | - | 159,936 | - | - | (658,925) | 49 | 892,767 |
Other comprehensive income | 34,326 | 42,377 | (430) | (223,728) | - | 1,043,357 | 176,243 | 151,193 | 1,197 | 294,243 | 30,747 | 15 | (486,625) | 45 | 1,062,960 |
Other (to be detailed) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
Balance at December 31, 2024 (b) | 258,995 | 136,453 | (276,918) | 117,460 | 19,513 | 4,207,610 | 1,943,062 | 2,066,982 | 15,270 | 180,113 | 52,420 | - | 14,234,348 | 15 | 22,955,323 |
(a) | Equity in earnings (losses) of subsidiaries. |
(b) | Refers to the percentage of the Company’s interest in its subsidiaries, adjusted by profit on unrealized inventories upon the consolidation of balances. |
(c) | The Company discontinued the equity interest it held in Marfrig Paraguay S.A. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
14.1.1. Investment in subsidiaries reclassified to assets held for sale
The balance of investments in subsidiaries of R$ 999,649, reclassified to assets held for sale, includes goodwill derived from business combinations of subsidiaries Inaler S.A. (R$ 137,551), Prestcott International S.A. (R$ 78,681) and Establecimientos Colonia S.A. (R$ 420,085), in Note 12 – Assets and liabilities held for sale, these amounts are presented in the Parent under Investments, and in the Consolidated under Intangible assets and, in addition to these amounts, changes are shown below:
Inaler S.A. | Prestcott International S.A. |
Estab. Colonia S.A. |
Fortunceres | ||
Shares/Units of interest | 325,673,004 | 15,927,783 | 256,562,625 | - | |
% interest | 100.00 | 100.00 | 100.00 | - | |
Total assets | 210,270 | 489,876 | 548,445 | - | |
Total liabilities | 180,995 | 388,614 | 314,882 | - | |
Share capital | 57,460 | 18,094 | 214,898 | - | |
Equity | 29,275 | 101,262 | 233,563 | - | |
Net income (loss) | (58,108) | 1,721 | (22,664) | - | |
Balance at December 31, 2023 | 75,146 | 93,774 | 201,588 | 10 | 370,518 |
Write-off | - | - | - | (2,557,927) | (2,557,927) |
Dividends | - | (21,473) | - | - | (21,473) |
REP (a) | - | - | 13,126 | - | 13,126 |
REP (a) (discontinued operation) | (58,061) | 1,866 | (35,331) | - | (91,526) |
Capital increase | - | - | - | 2,557,917 | 2,557,917 |
Other comprehensive income | 12,202 | 27,062 | 53,433 | - | 92,697 |
Balance at December 31, 2024 (b) | 29,287 | 101,229 | 232,816 | - | 363,332 |
(a) | Equity in earnings (losses) of subsidiaries. |
(b) | Refers to the percentage of the Company’s interest in its subsidiaries, adjusted by profit on unrealized inventories upon the consolidation of balances. |
14.2. DIRECT INVESTMENTS
Below are the changes in direct investments in 2024:
14.2.1. BRF S.A.
On February 28 and April 8, 2024, the Company started to hold a total of 842,547,574 and 849,526,130 shares of subsidiary BRF, respectively, increasing its interest from 50.06% to 50.49%. The shares are divided into common shares and American Depositary Receipts (“ADR”).
Related-party transactions
On January 19 and March 27, 2024, subsidiary BRF provided guarantees with the objective of ensuring compliance with the main and accessory obligations assumed by Potengi Holdings S.A. within the scope of its 1st and 2nd issues of, respectively, 300,000 and 2,100,000 simple, non-convertible debentures, in a single series, with a term of 18 years. The nominal value is, respectively, R$ 1.00 and R$ 0.10 each, and BRF provided a personal guarantee for the amount corresponding to 24% of the issue amount.
On May 21, 2024, subsidiary BRF entered into a contract for the strategic supply of products with Saudi Agricultural and Livestock Investment Company (“SALIC”). Under the contract, SALIC can acquire 200 thousand tons of products per year whenever there is a food emergency state in the Kingdom of Saudi Arabia. The price adopted for SALIC will be equivalent to an average of the market prices adopted by subsidiary BRF with other customers and the supply obligation will only exist if subsidiary BRF has plants qualified to export to the Kingdom of Saudi Arabia with sufficient volume to also meet the demand of its other customers in that country. As at December 31, 2024, no transaction linked to this contract was carried out.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Distribution of interest on equity to the shareholders of subsidiary BRF
On November 13, 2024, subsidiary BRF’s Board of Directors approved the distribution to shareholders of interest on equity in the total amount of R$ 995,221, based on the balance sheet of subsidiary BRF as of October 31, 2024.
On December 5, 2024, the amount net of withholding income tax of R$ 821,605 was paid, relating to interest on equity approved by BRF’s Board of Directors on November 13, 2024.
On December 30, 2024, the amount net of withholding income tax of R$ 173,616 was paid, related to the same modality approved by BRF’s Board of Directors on December 4, 2024.
Acquisition of interest in Addoha Poultry Company
On October 31, 2024, subsidiary BRF S.A. informed its shareholders and the general public that BRF Arabia Holding Company (“BRF Arabia”), a joint venture of which a 70% interest is held by subsidiary BRF and 30% by Halal Products Development Company (“HPDC”), in turn, a wholly-owned subsidiary of the Public Investment Fund (“PIF”) of Saudi Arabia, signed a binding contract to acquire 26% of Addoha Poultry Company (“Addoha”), a company operating in poultry slaughtering in Saudi Arabia.
The transaction totals SAR 316,200 million (R$ 511,105), of which SAR 216,200 (R$ 349,466) will be paid up in Addoha. On January 14, 2025, a shareholders’ agreement was signed between subsidiary BRF Arabia and the current shareholders of Addoha, ensuring effective participation in the company’s management and allowing the know-how of subsidiary BRF and HPDC to contribute to maximize synergies between the entities. On the same date, subsidiary BRF completed the acquisition, and Addoha is now an associate of subsidiary BRF, which will have its investment accounted for using the equity method.
Acquisition of a processed products plant in the province of Henan in China
On November 20, 2024, BRF GmbH, a wholly-owned subsidiary of subsidiary BRF, entered into a binding agreement with Henan Best Foods Co. Ltd., a subsidiary of the OSI Group, a North American food processing company, to acquire a processing plant in the province of Henan in China.
The transaction totals U$ 42,700, equivalent to R$ 246,563. The plant has two food processing lines, with capacity for 28 thousand tons/year and possibility of expansion for two additional lines.
The closing of this transaction is subject to compliance with the conditions precedent applicable to transactions of this type, including the approval by regulatory authorities, and the corporate reorganization of the plant assets.
Gelprime term of agreement
On December 17, 2024, an agreement was signed between MBR Investimentos Ltda. (“MBR”), a wholly-owned subsidiary of BRF, and the companies Viposa Participações Ltda., Indústria e Comércio de Couros Britali Ltda. and Vanz Holdings Ltda. which currently hold 100% of the capital of Gelprime Indústria e Comércio de Produtos Alimentícios Ltda. (“Gelprime”), a company that produces, sells and distributes gelatine and collagen by processing raw materials of animal origin.
The agreement establishes the main conditions for the acquisition, by MBR, of a 50% interest in the capital of Gelprime (“Acquisition”) for R$ 312,500, subject to any adjustments.
The completion of the transaction is subject to negotiation and signing of definitive documents, as well as approval by the Brazilian competition authorities.
14.2.2. BIOMAS PROJECT
On April 23, 2024, a capital contribution of R$ 30,000 to Biomas – Serviços Ambientais, Restauração e Carbono S.A. (“Biomas”) was approved, and the Company contributed R$ 5,000 under the terms of the respective investment agreements, in view of the fulfillment of all conditions precedent and performance of the closing acts provided for in the respective agreements.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
14.2.3. MFG HOLDING SAU
On July 23, 2024, a contribution of ARS 5,200,000 (R$ 31) to MFG Holding SAU was approved, referring to the capital increase from ARS 49,800,000 (R$ 299) to ARS 55,000,000 (R$ 336). The premium on the issue of shares was increased by ARS 9,973,988,912 (R$ 60,241). The capital increase was entirely paid by the parent Marfrig Global Foods S.A.
On August 21, 2024, a contribution of ARS 45,000,000 (R$ 262) to MFG Holding SAU was approved, referring to the capital increase from ARS 55,000,000 (R$ 336) to ARS 100,000,000 (R$ 559). The premium on the issue of shares was increased by ARS 8,432,990,580 (R$ 48,974). The capital increase was entirely paid by the parent Marfrig Global Foods S.A.
On November 8, 2024, a contribution of ARS 200,000,000 (R$ 1,162) to MFG Holding SAU was approved, referring to the capital increase from ARS 100,000,000 (R$ 559) to ARS 300,000,000 (R$ 1,800). The capital increase was entirely paid by the parent Marfrig Global Foods S.A.
14.2.4. QUICKFOODS S.A.
On July 23, 2024, a capital increase in QuickFood S.A. in the amount of ARS 11,088,000,000 (R$ 66,968) was approved, from ARS 19,632,233,964 (R$ 117,793) to ARS 30,720,233,964 (R$ 187,393). The amounts were contributed by the shareholders as follows: ARS 9,979,188,912 (R$ 60,272) contributed by MFG Holding SAU and ARS 1,108,678,032 (R$ 6,696) contributed by Marfrig Global Foods S.A.
On August 21, 2024, a capital increase in QuickFood S.A. in the amount of ARS 9,420,000,900 (R$ 54,706) was approved, from ARS 30,720,233,964 (R$ 187,393) to ARS 40,140,233,964 (R$ 236,827). The amounts were contributed by the shareholders as follows: ARS 8,477,990,580 (R$ 49,236) contributed by MFG Holding SAU and ARS 941,896,390 (R$ 5,470) contributed by Marfrig Global Foods S.A.
On November 7, 2024, a capital increase in QuickFood S.A. was approved in the amount of ARS 9,920,000,000 (R$ 59,520). The capital was increased to ARS 83,071,700,036 (R$ 498,430). The amounts were contributed by the shareholders as follows: ARS 992,009,920 (R$ 5,764) contributed by Marfrig Global Foods S.A and ARS 8,927,990,080 (R$ 53,756) contributed by MFG Holding SAU.
14.2.5. MARFRIG OVERSEAS LIMITED
On December 12, 2024, the Company decided to make a capital contribution of US$ 230,000 (R$ 1,391,707) to Marfrig Overseas Limited. The increase was not made through the issuance of additional shares or by means of a donation or loan, but rather originated from distributable reserves (capital reserve), and should be treated as if it constituted profits or share premium to the bylaws of the subsidiary
14.2.6. MARFRIG COMERCIALIZADORA DE ENERGIA LTDA.
On December 13, 2024, the Company decided to increase the capital of Marfrig Comercializadora de Energia Ltda. from R$ 30,000 to R$ 40,000, a total increase of R$ 10,000, through the issue of 10,000,000 million shares, with par value of R$ 1.00 each, fully subscribed and paid-in by the Company on that date.
14.3. INDIRECT INVESTMENTS
Below are the changes in indirect investments in the year ended December 31, 2024:
14.3.1. PLANTPLUS FOODS LLC.
In the second quarter of 2024, a capital increase in PlantPlus Food, LLC was approved in the amount of US$ 7.1 million, to which subsidiary NBM US Holdings Inc. contributed US$ 5.0 million, equivalent to 70% of the approved capital.
In the third quarter of 2024, a capital increase in PlantPlus Food, LLC was approved in the amount of US$ 520 thousand, to which subsidiary NBM US Holdings Inc. contributed US$ 364 thousand, equivalent to 70% of the approved capital.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Change in control of PlantPlus Foods, LLC.
On November 7, 2024, the Company and Archer-Daniels-Midland Company (“ADM”), which provided ingredients and technical know-how for the development of plant-based products, mutually agreed to terminate the partnership in which a 30% interest was held by ADM. The Company maintained its 70% interest.
The transfer of the PlantPlus Foods, LLC units to subsidiary BRF, equivalent to a 30% equity interest, occurred on January 23, 2025, after approval without reservations by CADE.
14.3.2. PLANTPLUS FOODS BRASIL LTDA.
On March 22, 2024, a capital increase in PlantPlus Foods Brasil Ltda. in the amount of R$ 4,979 was approved, from R$ 9,834 to R$ 14,814. The contribution was made by the shareholder PlantPlus Foods, LCC through the issue of 4,979,000 million shares, with a par value of R$ 1.00 each, fully subscribed by the shareholder. The other shareholders waived their subscription rights.
On August 23, 2024, a capital increase in PlantPlus Foods Brasil Ltda. in the amount of R$ 14,313 was approved, from R$ 14,814 to R$ 29,126. The contribution was made by the shareholder PlantPlus Foods, LLC through the issue of 14,313,000 million shares, with a par value of R$ 1.00 each, fully subscribed by the shareholder. The other shareholders waived their subscription rights.
According to the change in equity interest mentioned in Note 14.3.1. - PLANTPLUS FOODS LLC., the 0.3% equity interest previously held by ADM is held by subsidiary BRF since February 14, 2025.
14.4. JOINT VENTURES
All joint ventures are accounted for using the equity method and are not consolidated in accordance with NBC TG 18/R3 (CVM Resolution 118/22) - Investments in Associates and Joint Ventures. The Company’s interests in joint ventures are described below:
a) | The Company holds a direct interest of 0.7% in Plantplus Foods Brasil Ltda., headquartered in Brazil; |
b) | The Company, through its direct subsidiary BRF, holds a 24.0% interest in Potengi Holdings S.A., headquartered in Brazil; and |
c) | The Company, through its indirect subsidiary Beef Holdings Limited, holds a 45.0% interest in COFCO Keystone Supply Chain Invest. Ltd, headquartered in Hong Kong; and |
d) | The Company, through its indirect subsidiary NBM US Holdings, Inc., holds a 70.0% interest in Plantplus Foods LLC, headquartered in the United States of America. |
15. INVESTMENT PROPERTY
Investment property refers to tanneries and industrial plants that, under the Company’s strategy, are held to generate lease income, whose amounts are recognized at fair value.
Parent and Consolidated | |||
Land | Constructions and buildings |
Total | |
Tannery in Promissão | 4,233 | 3,202 | 7,435 |
Tannery in Bataguassú | - | 44,166 | 44,166 |
Plant in Capão do Leão | 3,522 | 44,322 | 47,844 |
Plant in Mato Leitão | 2,355 | 14,994 | 17,349 |
Net balance at 12/31/2024 | 10,110 | 106,684 | 116,794 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Changes in investment properties:
Parent and Consolidated | |||
12/31/2023 | Change in fair value |
12/31/2024 | |
Tannery in Promissão | 7,382 | 53 | 7,435 |
Tannery in Bataguassú | 42,868 | 1,298 | 44,166 |
Plant in Capão do Leão | 47,854 | (10) | 47,844 |
Plant in Mato Leitão | 17,061 | 288 | 17,349 |
Net balance | 115,165 | 1,629 | 116,794 |
16. PROPERTY, PLANT AND EQUIPMENT
The following tables show the weighted average annual depreciation rate determined using the straight-line method and based on the economic useful life of the assets and their balances.
Changes in property, plant and equipment:
Parent | ||||||
Property, plant and equipment | ||||||
Description | Land, constructions and buildings |
Machinery, equipment, furniture and fixtures |
Construction in progress |
Other | Total | |
Average annual depreciation rates | 3.48% | 14.32% | - | 18.93% | ||
Acquisition cost | 1,695,534 | 555,006 | 104,385 | 75,398 | 2,430,323 | |
Accumulated depreciation | (275,638) | (220,028) | - | (52,136) | (547,802) | |
Net balance at 12/31/2023 | 1,419,896 | 334,978 | 104,385 | 23,262 | 1,882,521 | |
Additions | - | 112,819 | 209,531 | 91,177 | 413,527 | |
Write-offs | - | (600) | - | (1,318) | (1,918) | |
Transfers | 27,008 | - | (27,008) | - | - | |
Reclassification (a) | (4) | - | (2,652) | - | (2,656) | |
Transfer from discontinued operation to continuing operation | 56,288 | 2,216 | 4,072 | 1,671 | 64,247 | |
Depreciation in the year | (65,296) | (54,323) | - | (18,542) | (138,161) | |
Net balance at 12/31/2024 | 1,437,892 | 395,090 | 288,328 | 96,250 | 2,217,560 | |
Acquisition cost | 1,782,790 | 669,691 | 288,328 | 166,753 | 2,907,562 | |
Accumulated depreciation | (344,898) | (274,601) | - | (70,503) | (690,002) | |
Closing balance | 1,437,892 | 395,090 | 288,328 | 96,250 | 2,217,560 |
(a) | Amounts reclassified to intangible assets. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Consolidated | |||||
Property, plant and equipment | |||||
Description | Land, constructions and buildings |
Machinery, equipment, furniture and fixtures |
Construction in progress |
Other | Total |
Average annual depreciation rates | 3.19% | 10.19% | - | 10.94% | |
Acquisition cost | 24,102,814 | 30,751,636 | 2,111,757 | 693,381 | 57,659,588 |
Accumulated depreciation | (5,205,361) | (11,489,194) | - | (318,329) | (17,012,884) |
Net balance at 12/31/2023 | 18,897,453 | 19,262,442 | 2,111,757 | 375,052 | 40,646,704 |
Additions | 4,688 | 132,061 | 2,059,664 | 122,272 | 2,318,685 |
Write-offs | (195,170) | (257,775) | (1,674) | (2,972) | (457,591) |
Transfers | 840,216 | 1,524,506 | (2,441,716) | 76,994 | - |
Reclassification (a) | 4,722 | (6,817) | (3,263) | (371) | (5,729) |
Translation gains (losses) | 908,746 | 846,705 | 363,106 | 129,680 | 2,248,237 |
Transfer from discontinued operation to continuing operation | 56,288 | 2,216 | 4,072 | 1,671 | 64,247 |
Depreciation in the year | (745,864) | (2,733,533) | - | (89,043) | (3,568,440) |
Net balance at 12/31/2024 | 19,771,079 | 18,769,805 | 2,091,946 | 613,283 | 41,246,113 |
Acquisition cost | 26,071,449 | 33,998,845 | 2,091,946 | 1,101,435 | 63,263,675 |
Accumulated depreciation | (6,300,370) | (15,229,040) | - | (488,152) | (22,017,562) |
Closing balance | 19,771,079 | 18,769,805 | 2,091,946 | 613,283 | 41,246,113 |
(a) Amounts reclassified to intangible assets, to the cost of forest formation in biological assets and to the line items of other current receivables and other non-current receivables, when they refer to sales of fixed assets to third parties.
The Company has not identified indications of assets recorded at an amount higher than the amount that could be recovered through their use or sale.
The Company recorded property, plant and equipment that are fully depreciated and still in operation, as well as temporarily idle items, as follows:
Parent | ||||||
12/31/2024 | ||||||
Description | Property, plant and equipment fully depreciated and still in operation |
|||||
Land, constructions and buildings | 1,034 | |||||
Machinery, equipment, furniture and fixtures | 49,264 | |||||
Other | 46,627 | |||||
96,925 |
Consolidated | ||||||
12/31/2024 | ||||||
Description | Temporarily idle property, plant and equipment |
Property, plant and equipment fully depreciated and still in operation |
||||
Land, constructions and buildings | 33,125 | 545,696 | ||||
Machinery, equipment, furniture and fixtures | 63,234 | 1,150,912 | ||||
Other | 84 | 48,129 | ||||
96,443 | 1,744,737 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
17. RIGHT-OF-USE ASSETS
The following tables show the weighted average annual depreciation rate determined using the straight-line method and based on the economic useful life of the assets and their balances. With the adoption of NBC TG 06/R3 (CVM Resolution 95/22), assets related to leases are now recognized as right-of-use assets.
Changes in right-of-use assets:
Parent | ||||
Right-of-use assets | ||||
Description | Plants | Aircraft | Other | Total |
Average annual depreciation rates | 7.00% | 20.00% | 20.00% | |
Acquisition cost | 38,818 | - | 3,522 | 42,340 |
Accumulated depreciation | (24,482) | - | (2,407) | (26,889) |
Net balance at 12/31/2023 | 14,336 | - | 1,115 | 15,451 |
Additions | - | 360,608 | - | 360,608 |
Reclassification to assets held for sale | (599) | - | - | (599) |
Depreciation in the year | (3,209) | (12,020) | (704) | (15,933) |
Net balance at 12/31/2024 | 10,528 | 348,588 | 411 | 359,527 |
Acquisition cost | 35,671 | 360,608 | 3,522 | 399,801 |
Accumulated depreciation | (25,143) | (12,020) | (3,111) | (40,274) |
Closing balance | 10,528 | 348,588 | 411 | 359,527 |
Consolidated | |||||
Right-of-use assets | |||||
Description | Plants | Machinery and equipment |
Aircraft | Other | Total |
Average annual depreciation rates | 13.03% | 14.44% | 20.00% | 38.77% | |
Acquisition cost | 4,596,964 | 1,088,998 | - | 542,027 | 6,227,989 |
Accumulated depreciation | (1,850,701) | (491,073) | - | (255,025) | (2,596,799) |
Net balance at 12/31/2023 | 2,746,263 | 597,925 | - | 287,002 | 3,631,190 |
Additions | 853,330 | 170,770 | 360,608 | 351,380 | 1,736,088 |
Write-offs | (52,284) | (91,705) | - | (267,280) | (411,269) |
Reclassification (a) | (1,864) | - | - | 490 | (1,374) |
Translation gains (losses) | 43,095 | 103,519 | - | 74,722 | 221,336 |
Reclassification to assets held for sale | (599) | - | - | - | (599) |
Depreciation in the year | (702,431) | (187,945) | (12,020) | (223,614) | (1,126,010) |
Net balance at 12/31/2024 | 2,885,510 | 592,564 | 348,588 | 222,700 | 4,049,362 |
Acquisition cost | 5,059,436 | 1,324,626 | 360,608 | 494,590 | 7,239,260 |
Accumulated depreciation | (2,173,926) | (732,062) | (12,020) | (271,890) | (3,189,898) |
Closing balance | 2,885,510 | 592,564 | 348,588 | 222,700 | 4,049,362 |
(a) | Amounts reclassified to biological assets (non-current). |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
18. | INTANGIBLE ASSETS |
The Company has intangible assets presented pursuant to NBC TG 04/R4 (CVM Resolution 93/22) – Intangible assets.
Parent | Consolidated | |||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||
Goodwill | - | - | 1,404,184 | 1,122,704 | ||
Sales channels | 149,270 | 165,527 | 149,271 | 165,528 | ||
Software and licenses | 33,159 | 24,929 | 277,799 | 280,527 | ||
Trademarks and patents | 49,710 | 42,844 | 12,559,944 | 12,320,867 | ||
Customer relationship | - | - | 1,981,218 | 1,989,691 | ||
Supplier relationship | - | - | 2,715,075 | 2,629,942 | ||
Non-compete agreements | - | - | 2,552 | 7,243 | ||
Other intangible assets | - | - | 37,690 | 35,472 | ||
Total | 232,139 | 233,300 | 19,127,733 | 18,551,974 |
The Company has not identified indications of assets that remain recorded in the Company’s books at an amount higher than the amount that could be recovered through their use or sale.
Changes in intangible assets are as follows:
Parent | ||||||||||||
Average amortization rate |
Balance at December 31, 2023 |
Reclassification (a) | Amortization | Transfer from discontinued operation to continuing operation |
Balance at December 31, 2024 |
|||||||
Sales channels | 5.50% | 165,527 | - | (16,257) | - | 149,270 | ||||||
Software and licenses | 15.19% | 24,929 | 2,656 | (6,219) | 11,793 | 33,159 | ||||||
Trademarks and patents | 1.16% | 42,844 | - | (2,821) | 9,687 | 49,710 | ||||||
Total | 233,300 | 2,656 | (25,297) | 21,480 | 232,139 |
(a) | Amounts reclassified from property, plant and equipment. |
Consolidated | ||||||||||
Average amortization rate |
Balance
at December 31, 2023 |
Acquisition | Write-off | Translation gains (losses) |
Reclassification (a) | Transfers | Amortization | Transfer
from discontinued operation to continuing operation |
Balance
at December 31, 2024 |
|
Goodwill | - | 1,122,704 | - | (23,821) | 302,684 | - | - | - | 2,617 | 1,404,184 |
Sales channels | 5.50% | 165,528 | - | - | - | - | - | (16,257) | - | 149,271 |
Software and licenses | 29.93% | 280,527 | 1,408 | (564) | 16,863 | 4,237 | 152,553 | (189,018) | 11,793 | 277,799 |
Trademarks and patents | 1.89% | 12,320,867 | - | (158) | 352,020 | - | - | (122,472) | 9,687 | 12,559,944 |
Customer relationship | 7.24% | 1,989,691 | - | - | 346,235 | - | - | (354,708) | - | 1,981,218 |
Supplier relationship | 6.67% | 2,629,942 | - | - | 382,101 | - | - | (296,968) | - | 2,715,075 |
Non-compete agreements | 41.22% | 7,243 | 737 | - | (192) | - | - | (5,236) | - | 2,552 |
Other intangible assets | - | 35,472 | 157,734 | (1,483) | (509) | (971) | (152,553) | - | - | 37,690 |
Total | 18,551,974 | 159,879 | (26,026) | 1,399,202 | 3,266 | - | (984,659) | 24,097 | 19,127,733 |
(a) | Amounts reclassified from property, plant and equipment. |
The goodwill generated from acquisitions of equity interests abroad is expressed in the business unit’s functional currency and is translated at the closing rate, in accordance with NBC TG 02/R3 (CVM Resolution 91/22) – The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
19. | TRADE ACCOUNTS PAYABLE |
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Third parties | 1,761,867 | 1,116,166 | 20,465,165 | 16,872,907 | |
Related parties (a) | 39,402 | 13,456 | 2,637 | 618 | |
(-) Present value adjustment | - | - | (194,190) | (166,123) | |
1,801,269 | 1,129,622 | 20,273,612 | 16,707,402 | ||
Current liabilities | 1,801,269 | 1,129,622 | 20,261,845 | 16,706,980 | |
Non-current liabilities | - | - | 11,767 | 422 |
(a) | Trade accounts payable with related parties are detailed in Note 36 - Related-party transactions. |
The Company has partnerships with several financial institutions that enable suppliers to advance their receivables and, therefore, transfer the right to receive invoiced amounts to financial institutions (“Supplier chain financing” or “Program”). Suppliers are free to choose whether or not to advance receivables and the institution with which to carry out the operation.
The Program can generate benefits in the commercial relationships of the Company and its suppliers, such as preferential supply in cases of restricted supply, better price conditions, among others, with no change to the commercial essence of the relationship.
The invoices included in this Program are payable under the same price and term conditions negotiated with its suppliers, with no additional charges to the Company, and therefore there are no changes to the commercial conditions after negotiation and invoicing of the goods or services.
The balance of invoices included in the Supplier chain financing is R$ 789,382 and R$ 5,732,095, respectively, in Parent and Consolidated in 2024 (R$ 330,501 and R$ 5,272,217, respectively, in 2023).
The average payment term agreed with suppliers that choose to participate in the Program is substantially similar to the average payment term agreed with non-participating suppliers.
The Company measures and specifies the adjustment to present value of all its commercial transactions made in installments, specifying financial and operational items.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
20. | ACCRUED PAYROLL AND RELATED CHARGES |
The balances of payroll and related taxes and social benefits were evaluated, as shown below:
Parent | Consolidated | |||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||
Salaries and payroll charges | 124,323 | 82,776 | 1,339,386 | 1,115,030 | ||
Bonuses | 93,137 | 12,346 | 906,887 | 460,832 | ||
Employee benefits | - | - | 562,403 | 540,821 | ||
Other | - | - | 10,344 | 7,373 | ||
217,460 | 95,122 | 2,819,020 | 2,124,056 | |||
Current liabilities | 217,460 | 95,122 | 2,351,893 | 1,669,658 | ||
Non-current liabilities | - | - | 467,127 | 454,398 |
20.1. Bonuses
The payment of bonuses is conditioned to the fulfillment of the Company’s performance metrics and to individual employee performance. In addition, in order for the bonus to be paid, the company’s financial performance must reach the EBITDA defined by Management.
20.2. Employee benefits
20.2.1. Supplementary retirement plan
Subsidiary BRF sponsors the following supplementary pension plans for its employees and officers: i) Plan II – Variable contribution with defined benefit option – Closed for enrollment; ii) Plan III – Defined contribution – Open for enrollment; and iii) FAF Plan – Defined benefit - Closed for enrollment.
These plans are managed by BRF Previdência, a closed supplementary pension entity, non-economic and not-for-profit, which through its decision-making board is responsible for establishing the objectives and pension policies, as well as establishing fundamental guidelines and norms of organization, operation and administration. The decision-making board is formed by representatives of the sponsor and participants, in the proportion of 2/3 and 1/3, respectively.
20.2.1.1. Defined benefit plans
The Plan II is a variable contribution plan structured in the defined contribution modality during the mathematical provisions accumulation period with the option of transforming the applicable account balance into a monthly lifetime income (defined benefit) on the date the benefit is granted. The main actuarial risks are: (i) survival longer than expected in the mortality tables and (ii) real return on assets below the real discount rate.
The FAF Plan (Fundação Attílio Francisco Xavier Fontana) aims to supplement the benefit paid by the National Social Security Institute (“INSS”). The benefit is calculated based on the participant’s income and the amounts vary according to the type of retirement and other criteria defined in the plan.
The main actuarial risks are: (i) survival longer than expected in the mortality tables, (ii) turnover lower than expected, (iii) salary growth above expectations, (iv) real return on assets below the real discount rate, (v) changes in the pension rules, and (vi) real family composition of retirees different from the established assumption.
Actuarial valuations of plans managed by BRF Previdência are carried out annually by independent specialists and reviewed by Management, in accordance with current rules.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
In the event of a deficit in the plans, in amounts higher than those defined by legislation, it must be resolved by the sponsor, participants and beneficiaries, in the proportion of their contributions.
The economic benefit presented as an asset considers only the part of the surplus that is actually recoverable. The recovery of the surplus, classified as a special reserve of the plans according to the applicable laws, occurs through reductions in future contributions or reversal of amounts in installments to participants, beneficiaries and the sponsor, based on their proportional contribution.
20.2.1.2. Defined contribution plans
The Plan III is a defined contribution plan in which contributions are known and the value of the benefit will depend directly on the amount of contributions made by participants and sponsors, the contribution time and the proceeds obtained from the investment of the contributions.
Contributions made by the Company totaled R$ 28,903 in 2024 (R$ 26,911 in 2023). In 2024, the Plan had 34,354 participants (35,644 participants in 2023).
If the participants of Plans II and III terminate their employment relationship with the sponsor, the unused balance of the sponsor’s contributions in the payment of benefits will form a surplus fund that can be used to offset the sponsor’s future contributions.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
20.2.1.3. Changes in defined benefit and variable contribution
The actuarial assets and liabilities as well as the changes in related obligations and rights are presented below:
Consolidated | ||||||||
FAF | Plan II | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Breakdown of actuarial assets and liabilities | ||||||||
Present value of actuarial obligations | 3,181,366 | 3,348,786 | 20,547 | 21,789 | ||||
Fair value of assets | (3,734,685) | (3,647,431) | (21,712) | (22,845) | ||||
Deficit | (553,319) | (298,645) | (1,165) | (1,056) | ||||
Irrecoverable surplus (asset ceiling effect) | 553,319 | 298,645 | 1,165 | 1,056 | ||||
(Asset)/Net actuarial liability | - | - | - | - | ||||
Changes in the irrecoverable surplus | ||||||||
Irrecoverable surplus at the beginning of the year | 298,645 | 482,263 | 1,056 | 1,923 | ||||
Interest on irrecoverable surplus | 28,491 | 47,021 | 99 | 187 | ||||
Change in irrecoverable surplus during the year | 226,183 | (230,639) | 10 | (1,054) | ||||
Irrecoverable surplus at the end of the year | 553,319 | 298,645 | 1,165 | 1,056 | ||||
Changes in present value of obligations | ||||||||
Present value of obligations at the beginning of the year | 3,348,786 | 3,121,348 | 21,789 | 20,822 | ||||
Interest on actuarial obligations | 308,002 | 293,231 | 1,963 | 1,935 | ||||
Current service cost | 19,226 | 18,153 | - | - | ||||
Benefits paid by the plan | (229,382) | (233,865) | (1,937) | (1,947) | ||||
Actuarial (gains) losses - experience | 35,984 | 81,782 | 377 | 460 | ||||
Actuarial (gains) losses - economic assumptions | (301,250) | 68,137 | (1,645) | 519 | ||||
Amount of obligations at the end of the year | 3,181,366 | 3,348,786 | 20,547 | 21,789 | ||||
Changes in the fair value of assets | ||||||||
Fair value of plan assets at the beginning of the year | (3,647,431) | (3,603,611) | (22,845) | (22,745) | ||||
Interest income on plan assets | (336,492) | (340,252) | (2,062) | (2,122) | ||||
Benefits paid by the plan | 229,382 | 233,865 | 1,937 | 1,947 | ||||
Yield on assets (higher) lower than projection | 19,856 | 62,567 | 1,258 | 75 | ||||
Value of assets at the end of year | (3,734,685) | (3,647,431) | (21,712) | (22,845) | ||||
Changes in comprehensive income | ||||||||
Balance at the beginning of the year | 18,153 | 23,190 | - | 3,385 | ||||
Reversal to accumulated results | (18,153) | (23,190) | - | (3,385) | ||||
Actuarial losses | 265,266 | (149,919) | 1,268 | (979) | ||||
Yield on assets higher (lower) than projection | (19,856) | (62,567) | (1,258) | (75) | ||||
Change in irrecoverable surplus | (226,183) | 230,639 | (10) | 1,054 | ||||
Comprehensive income at the end of the year | 19,227 | 18,153 | - | - | ||||
Cost recognized in profit or loss | ||||||||
Current service cost | (19,226) | (18,153) | - | - | ||||
Interest on actuarial obligations | (308,002) | (293,231) | (1,963) | (1,935) | ||||
Expected return on plan assets | 336,492 | 340,252 | 2,062 | 2,122 | ||||
Interest on irrecoverable surplus | (28,491) | (47,021) | (99) | (187) | ||||
Cost recognized in the statement of income | (19,227) | (18,153) | - | - | ||||
Cost estimate for the following year | ||||||||
Defined benefit cost | (16,927) | (19,226) | - | - | ||||
Estimated amount for the following year | (16,927) | (19,226) | - | - |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
20.2.1.4. Actuarial assumptions and demographic data
The main assumptions and demographic data used in the preparation of actuarial calculations are presented below:
Consolidated | |||||||
FAF | Plan II | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||
Actuarial assumptions | |||||||
Economic assumptions | |||||||
Discount rate | 10.49% | 9.54% | 10.44% | 9.43% | |||
Inflation rate | 3.50% | 3.50% | 3.50% | 3.50% | |||
Salary growth rate | 4.60% | 4.60% | N/A | N/A | |||
Demographic assumptions | |||||||
Mortality table | Basic AT-2000, | Basic AT-2000, | Basic AT-2000, | Basic AT-2000, | |||
by gender | by gender | by gender | by gender | ||||
Disability mortality table | CSO-58 | CSO-58 | CSO-58 | CSO-58 | |||
Demographic data | |||||||
Number of active participants | 5,030 | 5,314 | - | - | |||
Number of beneficiary participants | 8,171 | 7,972 | 51 | 51 | |||
20.2.1.5. Composition of the plans’ investment portfolios
The composition of the plans’ investment portfolios is presented below:
Consolidated | |||||||||||
FAF | Plan II | ||||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||||
Composition of the fund portfolio | |||||||||||
Fixed income | 2,919,403 | 78.2% | 2,607,913 | 71.5% | 19,424 | 89.5% | 20,629 | 90.3% | |||
Variable income | 361,891 | 9.7% | 339,211 | 9.3% | 1,874 | 8.6% | 937 | 4.1% | |||
Properties | 308,858 | 8.3% | 368,391 | 10.1% | - | 0.0% | 23 | 0.1% | |||
Other | 144,533 | 3.9% | 331,916 | 9.1% | 414 | 1.9% | 1,256 | 5.5% | |||
3,734,685 | 100% | 3,647,431 | 100% | 21,712 | 100% | 22,845 | 100% | ||||
% nominal return on assets | 9.23% | 9.44% | 9.03% | 9.33% | |||||||
20.2.1.6. Forecast of payments and average duration of obligations
The following amounts represent the expected benefit payments for future years, as well as the average duration of the plan obligations:
Consolidated | |||
FAF | Plan II | ||
2025 | 252,912 | 2,038 | |
2026 | 252,642 | 2,016 | |
2027 | 253,066 | 1,991 | |
2028 | 252,502 | 1,961 | |
2029 | 253,677 | 1,927 | |
2030 to 2034 | 1,289,942 | 8,934 | |
Weighted average duration - in years | 10.10 | 8.20 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
20.2.1.7. Sensitivity analyses of the defined benefit plan - FAF
The quantitative sensitivity analysis in relation to the significant assumptions of the defined benefit plan - FAF at December 31, 2024 is shown below:
Variation (+ 1%) | Variation (- 1%) | |||||
Significant assumptions | Assumption used | Rate | PVO (a) | Rate | PVO (a) | |
Benefit plan - FAF | ||||||
Discount rate | 10.49% | 11.49% | 2,903,579 | 9.49% | 3,510,948 | |
Salary growth (b) | 1.06% | 2.06% | 3,206,208 | 0.06% | 3,160,684 | |
(a) | Present value of obligation. |
(b) | Actual rate. |
20.2.2. Description and characteristics of the benefits and associated risks
The human resources policy of subsidiary BRF includes offering the following post-employment benefits and other employee benefits, with amounts calculated based on the actuarial cost method and recognized in the financial statements.
Consolidated | ||
12/31/2024 | 12/31/2023 | |
Healthcare plan | 61,278 | 66,245 |
FGTS severance pay | 75,771 | 70,535 |
Seniority bonus | 111,071 | 125,991 |
Retirement bonus | 56,087 | 52,403 |
Life insurance | 8,887 | 9,174 |
Defined benefit | 249,309 | 216,473 |
562,403 | 540,821 |
20.2.2.1. Healthcare plan
Subsidiary BRF offers a healthcare plan benefit with a fixed contribution to retired employees, pursuant to Law 9.656/98.
Accordingly, retired employees who have contributed with the healthcare plan as a result of an employment relationship of, at least, 10 years, are entitled to remain as beneficiaries of the plan under the same coverage conditions the employee had while working for the Company. The main actuarial risks are: (i) survival longer than expected in the mortality tables, (ii) turnover lower than expected and (iii) higher than expected growth in medical costs.
20.2.2.2. FGTS fine upon retirement
As decided by the Regional Labor Court on April 20, 2007, INSS retirement has no effect on the labor agreement established between the Company and its employees. However, if an employee is retired before the INSS and the labor agreement is terminated, subsidiary BRF may, in certain cases, enter into a mutual agreement granting a benefit equivalent to a 20% fine on the FGTS balance. The main actuarial risks are: (i) survival longer than expected in the mortality tables, (ii) turnover lower than expected and (iii) higher than expected growth in salaries.
20.2.2.3. Seniority bonus
Subsidiary BRF’s policy is to reward its active employees who reach 10 years of service and, from that date on, offer an additional compensation every 5 years. The main actuarial risks are: (i) turnover lower than expected; (ii) higher than expected growth in salaries; and (iii) survival longer than expected in the mortality tables.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
20.2.2.4. Retirement bonus
Upon retirement, employees who have worked for subsidiary BRF for more than 8 years are entitled to a supplementary compensation, in addition to their legal benefits. The main actuarial risks are: (i) turnover lower than expected; (ii) higher than expected growth in salaries; and (iii) survival longer than expected in the mortality tables.
20.2.2.5. Life insurance
Subsidiary BRF offers additional life insurance for additional 2 or 3 years to retired employees who have terminated their employment contracts, as long as they have opted for life insurance during their employment period. The main actuarial risks are: (i) survival longer than expected in the mortality tables, (ii) turnover lower than expected and (iii) higher than expected growth in salaries.
20.2.2.6. Defined benefit
Subsidiary BRF has recorded liabilities related to defined benefit for certain subsidiaries located in Turkey, Saudi Arabia, Qatar and United Arab Emirates, Oman and Kuwait, referring to payments in the event of termination if specific conditions are met, which vary according to the laws of each country. The main actuarial risks are: (i) turnover lower than expected and (ii) higher than expected growth in salaries.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
20.2.2.7. Changes in actuarial obligations of benefits
Changes in actuarial obligations related to other benefits, prepared based on an actuarial report and reviewed by management, are presented below:
Consolidated | |||||||||||||||
Healthcare plan | FGTS fine | Seniority bonus | Other (a) | ||||||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||||||||
Breakdown of actuarial liabilities | |||||||||||||||
Present value of actuarial obligations | 61,278 | 66,245 | 75,771 | 70,535 | 111,071 | 125,991 | 314,283 | 278,050 | |||||||
Recognized net liability | 61,278 | 66,245 | 75,771 | 70,535 | 111,071 | 125,991 | 314,283 | 278,050 | |||||||
Changes in present value of obligations | |||||||||||||||
Present value at the beginning of the year | 66,245 | 119,729 | 70,535 | 60,657 | 125,991 | 112,225 | 278,050 | 228,700 | |||||||
Interest on actuarial obligation | 6,268 | 11,434 | 5,668 | 5,052 | 10,893 | 10,104 | 36,487 | 16,947 | |||||||
Current service cost | 19 | 508 | 3,021 | 2,669 | 6,146 | 5,707 | 31,573 | 22,123 | |||||||
Past service cost | - | - | - | - | (15,040) | - | - | 3,326 | |||||||
Benefits paid directly by the Company | (3,679) | (4,562) | (5,146) | (4,937) | (20,995) | (16,201) | (24,850) | (44,141) | |||||||
Actuarial (gains) losses - experience | 1,350 | (62,276) | 5,952 | 5,938 | 11,472 | 12,745 | 81,695 | 103,847 | |||||||
Actuarial losses - demographic assumptions | (811) | - | - | - | - | - | (122) | (6,504) | |||||||
Actuarial (gains) losses - economic assumptions | (8,114) | 1,412 | (4,258) | 1,156 | (7,397) | 1,411 | (124,617) | (6,747) | |||||||
Actuarial (gains) losses - translation gains (losses) | - | - | - | - | - | - | 36,067 | (39,501) | |||||||
Amount of obligations at the end of the year | 61,278 | 66,245 | 75,772 | 70,535 | 111,070 | 125,991 | 314,283 | 278,050 | |||||||
Changes in the fair value of assets | |||||||||||||||
Benefits paid directly by the Company | 3,679 | 4,562 | 5,146 | 4,937 | 20,995 | 16,201 | 24,850 | 44,141 | |||||||
Sponsor’s contributions | (3,679) | (4,562) | (5,146) | (4,937) | (20,995) | (16,201) | (24,850) | (44,141) | |||||||
Fair value of assets at the end of the year | - | - | - | - | - | - | - | - | |||||||
Changes in comprehensive income | |||||||||||||||
Initial balance | 110,432 | 49,568 | (12,165) | (5,071) | - | - | (134,273) | (84,008) | |||||||
Actuarial gains (losses) | 7,575 | 60,864 | (1,694) | (7,094) | - | - | 43,044 | (90,596) | |||||||
Translation gains (losses) | - | - | - | - | - | - | 36,067 | 40,331 | |||||||
Comprehensive income at the end of the year | 118,007 | 110,432 | (13,859) | (12,165) | - | - | (55,162) | (134,273) | |||||||
Costs recognized in the statement of income | |||||||||||||||
Interest on actuarial obligations | (6,268) | (11,434) | (5,668) | (5,052) | (10,893) | (10,104) | (36,487) | (16,947) | |||||||
Current service cost | (19) | (508) | (3,021) | (2,669) | (6,146) | (5,707) | (31,573) | (22,123) | |||||||
Past service cost | - | - | - | - | 15,040 | - | - | (3,326) | |||||||
Immediate recognition of losses | - | - | - | - | (4,075) | (14,156) | - | - | |||||||
Cost recognized in the statement of income | (6,287) | (11,942) | (8,689) | (7,721) | (6,074) | (29,967) | (68,060) | (42,396) | |||||||
Cost estimate for the following year | |||||||||||||||
Current service cost | - | (19) | (3,103) | (3,021) | (5,423) | (6,146) | (2,257) | (30,317) | |||||||
Interest on actuarial obligations | (6,265) | (6,268) | - | (5,669) | - | (10,893) | - | (35,728) | |||||||
Estimated amount for the following year | (6,265) | (6,287) | (3,103) | (8,690) | (5,423) | (17,039) | (2,257) | (66,045) |
(a) | Considers the sum of the benefits Retirement bonus, Life insurance and Defined benefit granted in certain subsidiaries of subsidiary BRF. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
20.2.2.8. Actuarial assumptions and demographic data
The main assumptions and demographic data used in the preparation of actuarial calculations are summarized below:
Consolidated | ||||||||
Healthcare plan | FGTS fine | Other (a) | ||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||
Actuarial assumptions | ||||||||
Economic assumptions | ||||||||
Discount rate | 9.61% | 9.61% | 10.61% | 9.42% | 10.61% | 13.77% | ||
Inflation rate | 3.50% | 3.50% | 3.50% | 3.50% | 3.50% | 11.75% | ||
Medical inflation | 6.60% | 6.60% | N/A | N/A | N/A | N/A | ||
Salary growth rate | N/A | N/A | 3.50% | 3.50% | 3.50% | 8.34% | ||
FGTS balance growth | N/A | N/A | 3.50% | 3.41% | N/A | N/A | ||
Demographic assumptions | ||||||||
Mortality table | Basic AT-2000, by gender | Basic AT-2000, by gender | Basic AT-2000, by gender | Basic AT-2000, by gender | - | - | ||
Disability table | N/A | N/A | “Álvaro Vindas” smoothed by 30% | “Álvaro Vindas” smoothed by 30% | - | - | ||
Turnover table - BRF history | 2024 | 2023 | 2024 | 2023 | - | - | ||
Demographic data | - | - | ||||||
Number of active participants | - | 1,015 | 93,575 | 92,120 | - | - | ||
Number of beneficiary participants | 1,189 | 1,415 | - | - | - | - |
(a) | Includes benefits of retirement bonus and life insurance. |
20.2.2.9. Forecast of payments and average duration of obligations
The following amounts represent expected benefit payments for future years (10 years) from the obligation of benefits granted, as well as their average duration:
Payments | Healthcare plan | FGTS fine | Seniority bonus | Other (a) | Total | ||||
2025 | 2,055 | 25,006 | 17,979 | 50,236 | 95,276 | ||||
2026 | 2,472 | 5,788 | 15,904 | 25,247 | 49,411 | ||||
2027 | 2,922 | 6,343 | 15,231 | 27,544 | 52,040 | ||||
2028 | 3,294 | 6,233 | 18,204 | 28,432 | 56,163 | ||||
2029 | 3,779 | 7,791 | 17,757 | 29,827 | 59,154 | ||||
2030 to 2034 | 26,569 | 46,271 | 80,764 | 275,565 | 429,169 | ||||
Weighted average duration - in years | 15.20 | 5.10 | 4.80 | 7.64 | |||||
(a) | Considers the sum of the benefits Retirement bonus, Life insurance and Defined benefit granted in certain subsidiaries of subsidiary BRF. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
20.2.2.10. Sensitivity analysis of post-employment benefits
Subsidiary BRF performed quantitative sensitivity analyses in relation to the significant assumptions for the following benefits at December 31, 2024, as shown below:
(+) Variation | (-) Variation | |||||
Significant assumptions | Assumption used | Rate (%) | PVO (a) | Rate (%) | PVO (a) | |
Healthcare plan | ||||||
Discount rate | 9.61% | 11.43% | 52,860 | 9.43% | 71,376 | |
Medical inflation | 6.60% | 7.60% | 71,411 | 5.60% | 52,721 | |
Seniority bonus | ||||||
Discount rate | 10.66% | 11.66% | 106,477 | 9.66% | 116,108 | |
Turnover | Background | +3% | 95,576 | -3% | 131,456 | |
FGTS fine | ||||||
Discount rate | 10.61% | 11.61% | 72,486 | 9.61% | 79,451 | |
Salary increase | 3.50% | 4.50% | 76,423 | 2.50% | 75,170 | |
Turnover | Background | +3% | 65,196 | -3% | 90,708 | |
(a) | Present value of obligation. |
21. TAXES PAYABLE
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
State VAT (ICMS) payable | - | - | 521,162 | 247,623 | |
Income and social contribution taxes payable | 57,870 | 183,224 | 716,547 | 639,486 | |
Special tax debt installment plans | 1,707 | 2,710 | 96,840 | 109,346 | |
Other taxes, fees and contributions payable | 18,108 | 9,305 | 160,414 | 113,768 | |
77,685 | 195,239 | 1,494,963 | 1,110,223 | ||
Current liabilities | 18,818 | 135,839 | 1,236,661 | 763,562 | |
Non-current liabilities | 58,867 | 59,400 | 258,302 | 346,661 |
Changes in special installment payment plans are as follows:
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Opening balance | 2,710 | 10,822 | 109,346 | 121,373 | |
(+) Enrollment in the installment payment program | - | 1,593 | - | 17,643 | |
(+) Inflation adjustment interest | 186 | 1,521 | 7,033 | 11,901 | |
(-) Payments / offsets made | (1,189) | (11,226) | (19,539) | (41,571) | |
Debt balance | 1,707 |
2,710 | 96,840 | 109,346 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
22. LOANS, FINANCING AND DEBENTURES
Parent | ||||||||||
Credit facility | Charges (% p.a.) | Weighted average interest rate (p.a.) | Weighted average maturity (years) | 12/31/2024 | 12/31/2023 | |||||
Domestic currency: | ||||||||||
NCE/Working capital | Fixed Rate | 13.43% | 0.45 | 153,062 | - | |||||
CPR/CCB | CDI | 13.14% | 1.80 | 4,599,447 | 3,805,840 | |||||
Agribusiness Receivables Certificates (CRA) | CDI / IPCA + Fixed Rate | 11.54% | 5.99 | 10,420,713 | 4,971,440 | |||||
Total domestic currency | 12.04% | 15,173,222 | 8,777,280 | |||||||
Foreign currency: | ||||||||||
NCE/Prepayment (US$)/ACC (US$) | Fixed Rate + SOFR | 7.19% | 3.62 | 5,377,675 | 3,408,454 | |||||
Bank loan (US$) | Fixed Rate + FX | 3.45% | 2.05 | 126,953 | 208,936 | |||||
CRA | Fixed Rate+FX | 6.20% | 4.04 | 576,008 | - | |||||
Total foreign currency | 7.02% | 6,080,636 | 3,617,390 | |||||||
Total loans, financing and debentures | 10.61% | 21,253,858 | 12,394,670 | |||||||
Current liabilities | 4,479,301 | 3,181,118 | ||||||||
Non-current liabilities | 16,774,557 | 9,213,552 |
Consolidated | ||||||||||
Credit facility | Charges (% p.a.) | Weighted average interest rate (p.a.) | Weighted average maturity (years) | 12/31/2024 | 12/31/2023 | |||||
Domestic currency: | ||||||||||
NCE/Working Capital | CDI + Fixed Rate | 13.73% | 2.43 | 1,266,464 | 2,361,124 | |||||
CPR/CCB | CDI | 13.14% | 1.80 | 4,599,447 | 3,805,840 | |||||
CRA | CDI + IPCA + Fixed Rate + Pre-Fixed | 11.71% | 6.24 | 12,186,259 | 4,971,440 | |||||
Tax incentives | Pre-Fixed | - | - | - | 6,604 | |||||
Debentures | IPCA | 10.71% | 5.27 | 5,337,210 | 6,486,619 | |||||
Total domestic currency | 11.87% | 23,389,380 | 17,631,627 | |||||||
Foreign currency: | ||||||||||
Prepayment/NCE/ACC (US$) | Fixed Rate + SOFR/ Pre-Fixed + FX | 6.51% | 3.64 | 6,975,777 | 6,003,525 | |||||
Bonds (US$) | Fixed rate + FX / Pre-Fixed | 5.07% | 8.91 | 20,525,424 | 18,891,545 | |||||
Bank loan (US$) | Fixed Rate + SOFR + FX | 6.99% | 1.51 | 5,340,520 | 5,667,881 | |||||
Revolving credit facility | Fixed Rate + SOFR | 6.75% | 3.73 | 3,057,761 | 2,452,259 | |||||
Working capital | Pre-Fixed/ Fixed Rate / Eibor | 12.03% | 1.03 | 1,258,761 | 938,755 | |||||
CRA | Fixed Rate+FX | 6.20% | 4.04 | 576,008 | - | |||||
Total foreign currency | 5.99% | 37,734,251 | 33,953,965 | |||||||
Total loans, financing and debentures | 8.24% | 61,123,631 | 51,585,592 | |||||||
Current liabilities | 8,352,851 | 7,509,414 | ||||||||
Non-current liabilities | 52,770,780 | 44,076,178 |
The changes in loans, financing and debentures are as follows:
Description | 12/31/2023 | Additions (a) | Loan costs | Liabilities held for sale | Payments (a) | Interest (b) | Capitalized interest | Translation gains | Balance sheet conversion adjustment | 12/31/2024 | ||||||||||
Parent | 12,394,670 | 6,400,446 | 45,349 | 5,280,407 | (5,799,527) | 1,694,261 | - | 1,238,252 | - | 21,253,858 | ||||||||||
Consolidated | 51,585,592 | 75,998,148 | 194,269 | 5,280,407 | (85,080,007) | 4,165,808 | 34,002 | 2,566,791 | 6,378,621 | 61,123,631 |
(a) | Includes working capital transactions. |
(b) | Includes interest, inflation adjustment of principal, coupon and mark-to-market for hedged debts in a fair value hedge. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The maturity schedule is as follows:
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
2024 | - | 3,181,118 | - | 7,509,414 | |
2025 | 4,479,301 | 1,848,275 | 8,352,851 | 7,114,288 | |
2026 | 2,184,179 | 1,181,057 | 10,004,959 | 11,385,522 | |
2027 | 2,858,936 | 2,021,969 | 5,364,504 | 4,159,849 | |
2028 | 3,393,699 | 2,072,060 | 7,381,965 | 2,640,775 | |
2029 onwards | 8,337,743 | 2,090,191 | 30,019,352 | 18,775,744 | |
21,253,858 | 12,394,670 | 61,123,631 | 51,585,592 |
22.1. | CRA |
On February 29, 2024, the Company approved the 15th issue of simple, non-convertible, unsecured debentures, in up to three series, for private placement.
Within the scope of the public offer for the distribution of agribusiness receivables certificates of the Issuer’s 318th issue, in three series, with nominal unit value on the issue date of R$ 1, totaling R$ 1,500,000, backed by agribusiness credit rights, represented by simple, non-convertible, unsecured debentures, without additional personal guarantee (private placement). The issue was completed on March 26, 2024, and the total amount raised was R$ 1,500,000.
On June 27, 2024, subsidiary BRF concluded the 5th issue of simple, non-convertible, unsecured debentures, in three series, for private placement, in the total amount of R$ 2,000,000. Within the scope of the distribution of agribusiness receivables certificates of the Issuer’s 332nd issue, in three series, backed by agribusiness credit rights, for public distribution for the general public.
On July 5, 2024, the Company approved the 16th issue of simple, non-convertible, unsecured debentures, in a single series, for private placement. Within the scope of the public offer for the distribution of agribusiness receivables certificates of the Issuer’s 343rd issue, with nominal unit value on the issue date of R$ 1, totaling R$ 500,000, backed by agribusiness credit rights (CRA), represented by simple, non-convertible, unsecured debentures, without additional personal guarantee (private placement). The issue was completed on July 15, 2024, and the total amount raised was R$ 500,000.
On August 16, 2024, the Company approved the 17th issue of simple, non-convertible, unsecured debentures, in a single series, for public distribution, in the form of automatic registration of distribution. Within the scope of the distribution offer, with a nominal unit value on the issue date of R$ 1, totaling R$ 500,000, inflation adjusted by the variation of the US Dollar. The issue was completed on August 30, 2024, and the total amount raised was R$ 500,000.
On October 4, 2024, the Company approved the optional early redemption of the distribution of the 10th issue of simple, non-convertible, unsecured debentures, in a single series, for public distribution with restricted efforts corresponding to 500,000 debentures, entered into on January 31, 2022, between the Company and Vórtex Distribuidora de Títulos e Valores, Mobiliários Ltda.
On October 10, 2024, the Company approved the 18th issue of simple, non-convertible, unsecured debentures, in up to four series, for private placement, in the form of automatic registration of distribution. Within the scope of the public offer for the distribution of agribusiness receivables certificates of the Issuer’s 369th issue, with nominal unit value on the issue date of R$ 1, totaling R$ 2,500,000, backed by agribusiness credit rights (CRA), without additional personal guarantee (private placement). The issue was completed on November 7, 2024, and the total amount raised was R$ 2,000,000.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
22.2. | Bonds |
On June 5, 2024, the Company repurchased and canceled the total portion equivalent to US$ 100.3 million related to the principal of outstanding senior notes (bonds) due in 2026, 2029 and 2031 as follows:
a) | Portion equivalent to principal of US$ 31.1 million of the outstanding senior notes issued by NBM US Holdings Inc with remuneration of 7.000% p.a. and due in 2026 (“2026 notes”); |
b) | Portion equivalent to principal of US$ 8.5 million of the outstanding senior notes issued by NBM US Holdings Inc. with remuneration of 6.625% p.a. and due in 2029 (“2029 notes”); and |
c) | Portion equivalent to principal of US$ 60.7 million of the outstanding senior notes issued by MARB BondCo PLC. with remuneration of 3.950% p.a. and due in 2031 (“2031 notes”). |
On December 2, 2024, the Company made a partial early settlement of the senior notes (bonds) due in 2026, with remuneration of 7.000% p.a., issued on May 14, 2019 by NBM US Holdings, Inc. The amount equivalent to US$ 500,000 was paid.
In 2024, subsidiary BRF repurchased bonds, considering the following issues: 4.35% senior notes due in 2026 and 4.875% senior notes due in 2030. The subsidiary BRF paid R$ 105,735 in principal, R$ 574 related to interest and other amounts, and R$ 1,212 related to the premium on the repurchase.
22.3. | Debentures |
In the 3rd quarter of 2024, subsidiary BRF settled in advance the following issues of debentures: DI Debentures of the 4th issue of simple, non-convertible, unsecured debentures, for private placement (“DI Debentures”) and Debentures of the 4th series of the 1st issue of simple, non-convertible, unsecured debentures, for public distribution with restricted efforts (“4th Series Debentures”). R$ 978,268 was paid for the settlement of the principal and R$ 40,685 related to interest and costs.
22.4. | Guarantees |
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Balance of financing | 21,253,858 | 12,394,670 | 61,123,631 | 51,585,592 | |
Guarantees: | |||||
Promissory note | 315,228 | 124,462 | 315,228 | 124,462 | |
Bank surety | - | - | - | 62,235 | |
Surety | 3,534,825 | 2,019,670 | 4,028,761 | 2,298,922 | |
Facilities | - | - | 3,423,107 | 3,250,378 | |
Letter of credit | 257,402 | 246,767 | 257,402 | 246,767 | |
Tax incentives | - | - | - | 6,604 | |
Corporate guarantee | - | - | - | 484,888 | |
No guarantees | 17,146,403 | 10,003,771 | 53,099,133 | 45,111,336 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
22.5. Covenants
The Company is a party to some loan and financing contracts that contain clauses requiring the maintenance of specific limits of consolidated debt, through covenants.
These covenants set the limit of 4.75x for the ratio of net debt to EBITDA in the last 12 months (LTM). Failure to comply therewith could lead creditors to request the early maturity of the Company’s debt.
Due to the contractual provisions (carve-out) that allow the exclusion of foreign exchange variation effects from the calculation of leverage ratio (net debt/Adjusted EBITDA - LTM), the Company clarifies that based on this methodology, the current leverage ratio (net debt/Adj. EBITDA) stood at 2.21x.
The leverage ratio is calculated as follows:
12/31/2024 | ||||||||
Consolidated gross debt | 61,483,041 | |||||||
(-) Consolidated cash and cash equivalents | 22,640,985 | |||||||
(-) Effect from exchange variation (carve-out) | 8,359,681 | |||||||
Consolidated adjusted net debt | 30,482,375 | |||||||
Adjusted EBITDA in the year ended December 31, 2024 | 13,766,605 | |||||||
Leverage ratio | 2.21 |
The Company did not identify any breach of its covenants at December 31, 2024.
23. ADVANCES FROM CUSTOMERS
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Third parties | 4,789,376 | 3,496,657 | 6,089,060 | 4,614,640 | |
Related parties (a) | 4 | 26,536 | - | - | |
4,789,380 | 3,523,193 | 6,089,060 | 4,614,640 |
(a) Advances from customers with related parties are detailed in Note 36 – Related parties.
Advances from customers refer to amounts received in advance from customers in accordance with the Company’s credit policies, the average period for repayment of these advances is 6 months.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
24. LEASE PAYABLE
The Company measures its lease liabilities at the present value of installments and costs associated with the lease agreement, as provided for in NBC TG 06/R3 (CVM Resolution 95/22).
The following table presents the breakdown of lease payable:
Parent | ||||||||||
Lease | Weighted average interest rate (p.a.) |
Weighted average maturity (years) |
12/31/2024 | 12/31/2023 | ||||||
Plants, facilities and buildings | 7.00% | 3.70 | 14,740 | 19,893 | ||||||
Aircraft | 13.88% | 10.00 | 438,210 | - | ||||||
Other | 5.10% | 0.30 | 293 | 1,241 | ||||||
Interest to incur | - | - | (79,388) | (3,144) | ||||||
Total | 373,855 | 17,990 | ||||||||
Current liabilities | 29,004 | 4,167 | ||||||||
Non-current liabilities | 344,851 | 13,823 |
Consolidated | ||||||||||
Lease | Weighted average interest rate (p.a.) |
Weighted average maturity (years) |
12/31/2024 | 12/31/2023 | ||||||
Plants, facilities and buildings | 9.23% | 2.40 | 3,680,119 | 3,337,318 | ||||||
Machinery and equipment | 7.56% | 3.60 | 631,881 | 629,419 | ||||||
Aircraft | 13.88% | 10.00 | 438,210 | - | ||||||
Other | 11.39% | 2.20 | 225,378 | 280,232 | ||||||
Interest to incur | - | - | (79,388) | (8,408) | ||||||
Total | 4,896,200 | 4,238,561 | ||||||||
Current liabilities | 1,204,466 | 1,080,298 | ||||||||
Non-current liabilities | 3,691,734 | 3,158,263 |
Financial charges are recognized as financial expenses based on the real discount rate, according to the remaining period of the agreement.
The following table presents the changes in lease payable:
Description | 12/31/2023 | Additions | Financial expenses | Payments | Write-offs | Translation gains (losses) |
Transfer from continuing operation to discontinued operation |
Balance sheet conversion adjustment |
Adjustment to present value |
12/31/2024 | ||||||||||
Parent | 17,990 | 360,608 | 1,227 | (5,394) | - | - | (676) | - | 100 | 373,855 | ||||||||||
Consolidated | 4,238,561 | 1,736,088 | 409,988 | (1,314,391) | (385,659) | (70) | (676) | 212,259 | 100 | 4,896,200 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The maturity schedule is as follows:
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
2024 | - | 4,167 | - | 1,080,298 | |
2025 | 29,004 | 4,314 | 1,204,520 | 803,449 | |
2026 | 35,498 | 3,592 | 887,189 | 607,369 | |
2027 | 36,975 | 3,550 | 721,530 | 528,588 | |
2028 | 37,224 | 2,367 | 498,349 | 310,159 | |
2029 onwards | 235,154 | - | 1,584,612 | 908,698 | |
373,855 | 17,990 | 4,896,200 | 4,238,561 |
24.1. Potential right to PIS and COFINS
The Company holds the potential right to recoverable PIS and COFINS taxes embedded in the consideration of certain leases for industrial plants, buildings, machinery and equipment and others. The measurement of the cash flows from the leases did not detail the tax credits, with the potential effects from PIS/COFINS presented below:
Parent | Consolidated | |||||||
Description | Nominal | Adjustment to present value | Nominal | Adjustment to present value | ||||
Lease consideration | 14,740 | 13,017 | 181,518 | 165,514 | ||||
Potential PIS / COFINS (9.25%) | 1,363 | 1,204 | 16,790 | 15,310 |
24.2. Inflationary effects
The Company adopted as accounting policy the requirements of NBC TG 06/R3 (CVM Resolution 95/22) in the measurement and remeasurement of its right of use, based on discounted cash flow without considering inflation.
Management evaluated the impacts of using nominal flows and concluded that they do not present relevant distortions in the information presented, to ensure the faithful representation of the information with regard to the requirements of NBC TG 06/R3 (CVM Resolution 95/22) and to comply with the orientations of the CVM. The balances of right-of-use assets, depreciation, lease liabilities and financial expenses without inflation, referred to as real flow, and the estimate of the balances adjusted for inflation in the comparison period, referred to as inflation-adjusted flow, are presented.
Other assumptions, such as the timetable for the maturity of liabilities and the interest rates used in the calculation, are presented in other items of these notes, while the inflation rates are observable in the market, enabling the users of the individual and consolidated financial statements to determine the inflation-adjusted flows. The Company used the Broad Consumer Price Index - IPCA (4.83% p.a.) to adjust the balance for inflation.
Right-of-use assets | Lease liabilities | |||||||||
Parent | Consolidated | Parent | Consolidated | |||||||
Real flow | 12/31/2024 | 12/31/2024 | Real flow | 12/31/2024 | 12/31/2024 | |||||
Right-of-use assets | 375,460 | 5,175,372 | Lease liabilities | 375,082 | 5,306,188 | |||||
Depreciation | (15,933) | (1,126,010) | Financial expenses | (1,227) | (409,988) | |||||
Parent | Consolidated | Parent | Consolidated | |||||||
Inflation-adjusted flow | 12/31/2024 | 12/31/2024 | Inflation-adjusted flow | 12/31/2024 | 12/31/2024 | |||||
Right-of-use assets | 393,595 | 5,332,704 | Lease liabilities | 393,198 | 5,467,307 | |||||
Depreciation | (16,703) | (1,158,972) | Financial expenses | (1,286) | (421,901) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
25. NOTES PAYABLE
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Notes payable for investments in Brazil(a) | - | - | 257,262 | 251,390 | |
Related parties(b) | 24,546,618 | 21,274,144 | - | - | |
Other | 2,546 | 8,546 | 2,547 | 8,546 | |
24,549,164 | 21,282,690 | 259,809 | 259,936 | ||
Current liabilities | 62,360 | 7,046 | 220,653 | 196,697 | |
Non-current liabilities | 24,486,804 | 21,275,644 | 39,156 | 63,239 |
(a) The amount substantially refers to the acquisition of all shares in Mogiana Alimentos S.A. (acquired by subsidiary BRF in February 2022, with maturity in 6 years).
(b) The amount refers to loans with subsidiaries. A breakdown of the balance can be found in Note 36 – Related-party transactions.
26. PROVISION FOR CONTINGENCIES
26.1. Provision
The Company is involved in several labor, tax and civil proceedings, in the ordinary course of business, for which provisions based on legal advisors’ estimates have been set up.
The main information about these proceedings is presented below:
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Labor and social security | 54,027 | 53,266 | 689,014 | 588,192 | |
Tax | 46,942 | 44,522 | 5,458,631 | 4,410,894 | |
Civil | 121,090 | 110,337 | 1,244,066 | 1,182,733 | |
222,059 | 208,125 | 7,391,711 | 6,181,819 | ||
Current liabilities | - | - | 784,296 | 720,187 | |
Non-current liabilities | 222,059 | 208,125 | 6,607,415 | 5,461,632 |
The following table shows the changes in provisions:
Parent | Consolidated | |||||||||
Labor and social security |
Tax | Civil | Total | Labor and social security |
Tax | Civil | Total | |||
Balance at December 31, 2023 | 53,266 | 44,522 | 110,337 | 208,125 | 588,192 | 4,410,894 | 1,182,733 | 6,181,819 | ||
Estimate accrued, net | 51,849 | 23,690 | 10,833 | 86,372 | 366,752 | 1,168,415 | 84,802 | 1,619,969 | ||
Payments | (51,088) | (21,270) | (80) | (72,438) | (289,925) | (120,678) | (25,505) | (436,108) | ||
Translation gains (losses) | - | - | - | - | 18,253 | - | 1,589 | 19,842 | ||
Reclassification - held for sale | - | - | - | - | 5,742 | - | 447 | 6,189 | ||
Balance at December 31, 2024 | 54,027 | 46,942 | 121,090 | 222,059 | 689,014 | 5,458,631 | 1,244,066 | 7,391,711 |
26.1.1. Labor and social security
The Company is a defendant in labor claims filed by the Public Prosecutor. In the opinion of Management and legal advisors, the provision is sufficient to cover probable losses. Most of the labor claims filed against the Company refer to matters usually alleged in the segment, such as dismissal with cause, preparation time, breaks for personnel who work in refrigerated environments, work accidents, commuting time, ergonomic hazard, among others.
The Company’s Management believes no individual labor claim is relevant.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
26.1.2. Tax
Based on the opinion of its legal advisors, the Company revised its estimate for unmaterialized tax risks in view of certain proceedings and legal discussions involving the Administrative Council of Tax Appeals (CARF), in addition to decisions on matters under dispute.
The main discussions refer to disallowances of ICMS arising from the use of ICMS credits on materials for use and consumption, presumed ICMS credit, ICMS tax substitution, ICMS rate differential on seasoned products, disallowance of PIS and COFINS credits on inputs, disallowance of estimated IRPJ/CSLL offset, lack of addition of profits abroad in the calculation of tax and contribution on income, GILRAT and ICMS, and exclusion of ICMS from the PIS and COFINS calculation basis.
Subsidiary BRF is disputing in court the full offset of tax benefits and social contribution tax loss carryforwards of the calendar year 2012, and for this purpose it recognized a provision in the amount of R$ 977,277, which includes fines, interest and legal charges.
The Company, supported by its legal advisors, considered sufficient the amounts recorded in provision for potential impacts in the event that such risks materialize.
26.1.3. Civil
Based on the opinion of legal advisors, Management recognized a provision for lawsuits considered as probable risk of loss. The civil lawsuits of the Company typically involve disputes related to commercial agreements, indemnity claims, breach of contract claims, regulatory, environmental and real estate issues, consumer relations, business combinations, among other matters. Additionally, the Company records an accrued amount substantially composed of the early termination of the agreement for sponsorship of the Brazilian National Football Teams entered into with the Brazilian Football Confederation (CBF), and reflects the adjustment of the existing risk for inflation.
26.2. Contingent liabilities
Contingent liabilities, whose likelihood of loss for the Company was defined by its legal advisors as possible and, therefore, are not recognized in the financial statements according to NBC TG 25/R2 (CVM Resolution 72/22), are shown below:
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Labor and social security | 80,399 | 77,977 | 356,683 | 316,307 | |
Tax | 4,791,654 | 1,139,686 | 20,658,601 | 13,217,920 | |
Civil | 92,461 | 61,625 | 1,622,056 | 1,586,457 | |
4,964,514 | 1,279,288 | 22,637,340 | 15,120,684 |
26.2.1. Labor and social security
The labor and social security lawsuits in which the Company is party typically involve issues usually alleged in the segment, such as dismissal with cause, preparation time, breaks for personnel who work in refrigerated environments, work accidents, commuting time, ergonomic hazards and others.
26.2.2. Tax
The main tax matters discussed at court that in the opinion of Management and legal advisors are rated as possible losses for the Company is presented below.
Federal taxes and contributions
The Company was a party to administrative proceedings and court claims filed by the Federal Government, claiming:
a) | No increase in taxable income and IRPJ/CSLL base for profits earned abroad, disallowance of goodwill amortization and non-subjection to tax of interest from loan agreements in force with subsidiaries abroad; |
b) | Disallowance of PIS/COFINS credits for calendar year 2014 used for the offset of taxes; |
c) | Disallowance of PIS/COFINS credits of inspection for the 2015/2019 period used for the offset of taxes; |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
d) | Payment of IOF for calendar year 2016 related to checking account agreements executed among the companies of the group; |
e) | Disallowances of PIS and COFINS credits resulting from the non-cumulative system due to differences in the concept of disallowed inputs and their use in the production process, as well as the requirement to tax income relating to presumed ICMS credits, differences relating to tax classification, extemporaneous credits and others; |
f) | Subsidiary BRF was assessed by the Brazilian Federal Revenue Service for alleged failure to pay Income and Social Contribution Taxes on profits earned by its subsidiaries abroad. The defenses are supported by the fact that the subsidiaries abroad are exclusively subject to full taxation in the countries in which they are headquartered as a result of treaties to avoid double taxation; |
g) | Non-approval of offsets of presumed IPI credits arising from the acquisition of non-taxed products and intermediate materials; |
h) | Collection of social security contributions on payroll, profit sharing, GILRAT for financing special retirement, SAT/RAT, as well as other amounts of various natures; and |
i) | Customs fine on imports, alleged lack of proof of drawback and disallowance of REINTEGRA credit. |
The Company has other federal tax debts, whose collection suits are individually immaterial.
State VAT - ICMS
There are administrative and judicial proceedings, requiring:
a) | Tax deficiency notices discussing the collection of ICMS in the state of Goiás related to the disallowance of ICMS credits due to noncompliance with accessory obligations, error in the basis for calculation of the value due in ICMS taxes, failure to return credits granted after goods were returned, failure to return ICMS credits on the acquisition of inputs/goods proportionally to disbursements, failure to substantiate exports of goods abroad; |
b) | Disallowance by the States of destination of the goods, of the ICMS credit arising from tax incentives granted by the States of origin unilaterally, without approval of an agreement by the National Council of Fiscal Policy (“CONFAZ”), the so-called “tax war”; non-proof of export; infraction notices from the state of Rio de Janeiro for the period from 2014 to 2018, due to alleged non-compliance with the Term of Agreement that provided for a tax benefit; public-interest civil action in Rio de Janeiro regarding the use of tax benefit; and ICMS tax assessment notice in Goiás referring to the exclusion of the credit reversal from the PROTEGE calculation basis; among other lawsuits. The reductions in contingencies related to the tax war are due to the recognition of credits by the States, according to LC 160 and ICMS Agreement 190; and |
c) | Alleged differences in tax substitution regime; disallowance of presumed ICMS credit arising from tax benefits provided for in PRODEPE due to alleged non-compliance with accessory obligations; disallowance of presumed credit on transfers as the Tax Authorities understand that the PRODEIC benefit only applies to sales transactions; disallowance of ICMS credit on transfers of goods intended for commercialization on the grounds that the calculation basis used would have been higher than the production cost defined in complementary law 87/96 (art. 13, paragraph 4); and disallowance of ICMS credit on intermediate materials that the Tax Authorities classified as for use and consumption. |
The Company is a party to administrative proceedings and lawsuits, whose collection suits are individually immaterial.
Municipal taxes
The Company is involved in a lawsuit which claims the collection of municipal taxes, such as alleged differences in Property tax (IPTU), fees and ISSQN (Services tax).
26.2.3. Civil
The civil lawsuits of the Company and its subsidiaries typically involve litigations related to business agreements and others refer mainly to disputes arising from allegations of contractual breach and non-compliance with legal obligations of various natures, such as disputes arising from contracts in general, disputes relating to intellectual property, regulatory, environmental and real estate issues, consumer relations, among other matters.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
26.3. Additional information
Repurchase of McKey Korea LLC
The lawsuit related to the repurchase order of McKey Korea LLC (Korean company owned by Keystone Foods) by the Company was in the final judgment phase. The parties, in common agreement and aiming to consensually resolve the dispute, decided to enter into a court settlement, through which Tyson Foods withdrew and ended the lawsuit. The Company, duly supported by its legal advisors, had already recorded a provision for this matter.
National Beef business
Five class actions and thirty-one individual plaintiff actions were filed in the United States, and two class actions in Canada, claiming that the Company and/or its subsidiary, National Beef, with other companies in the industry, allegedly colluded to control cattle and meat prices. In all the actions, the court issued decisions that excluded the Company as a defendant and maintained National Beef. National Beef was also notified of a civil investigation by the US Department of Justice and approximately thirty state attorneys regarding the purchase of fed cattle and sale of beef. National Beef responded to federal and state requests for information and cooperated with investigations. National Beef is also a defendant in a class action filed in the United States claiming that a group of protein companies allegedly conspired to reduce and fix the wages and benefits paid. National Beef has sound defenses against all claims, but has recorded a provision for the related amounts and has been negotiating a possible settlement related to the claim involving salaries and benefits, which has received a preliminary approval from the court.
27. EQUITY
Equity was broken down as follows:
Note | 12/31/2024 | 12/31/2023 | |
Share capital | 27.1. | 10,367,391 | 10,367,391 |
Capital reserves and treasury shares | 27.2. | (2,141,436) | (515,881) |
Legal reserve | 27.3. | 624,664 | 484,848 |
Tax incentive reserve | 27.4. | 964,286 | 229,403 |
Earnings reserve | 27.5. | 2,637,330 | 2,927,390 |
Other comprehensive income | 27.6. | (9,628,091) | (5,861,827) |
2,824,144 | 7,631,324 |
27.1. Share capital
Subscribed and paid-in share capital was R$ 10,367,391, comprising 886,000,000 and 932,000,000 common shares in 2024 and 2023, respectively, with no par value.
In 2024, 597,163,480 shares, or 67.40% of the Company’s capital, was held by the controlling shareholders: Marcos Antonio Molina dos Santos, Marcia Aparecida Pascoal Marçal dos Santos and companies in which they are partners (company controlled by Marcos and Marcia, each with a 50% equity interest), the free float was 283,429,817 shares or 31.99%, of which 3,769,575 shares or 0.43% of the Company’s capital were held in treasury, and 1,637,128 shares or 0.18% are held by its Board of Directors (BD), Audit Board (AB) and Executive Board (EB).
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Below we demonstrate the calculation of the “free float”, in accordance with CVM Resolution 80/2022:
Share capital | ||||
Common shares | Balance at December 31, 2024 |
Balance at December 31, 2023 |
||
Controlling shareholders | 597,163,480 | 597,163,480 | ||
Total controlling shareholders | 597,163,480 | 597,163,480 | ||
Treasury shares | 3,769,575 | 2,867,443 | ||
Shares held by BD, AB and EB | 1,637,128 | 1,267,481 | ||
Free float | 283,429,817 | 330,701,596 | ||
Total | 288,836,520 | 334,836,520 | ||
Number of shares | 886,000,000 | 932,000,000 | ||
Total share capital (R$ ’000) | 10,367,391 | 10,367,391 |
27.2. Capital reserves and treasury shares
The balances of the capital reserves and treasury shares were broken down as follows:
Capital reserves and treasury shares | Balance at December 31, 2023 |
Translation gains (losses) | (Acquisition) / disposal |
Balance at December 31, 2024 |
Capital reserve | ||||
Gain on capital transactions - BRF | 2,013,747 | - | 27,909 | 2,041,656 |
Gain on capital transactions - PlantPlus Brasil | - | - | 49 | 49 |
Treasury shares - BRF | - | - | (639,521) | (639,521) |
Share-based payment - BRF | - | - | (19,403) | (19,403) |
Goodwill on capital transactions - National Beef | (1,552,763) | (433,432) | - | (1,986,195) |
Goodwill on capital transactions - Tacuarembó | (158) | - | - | (158) |
Goodwill on stock option | (18,710) | - | (187) | (18,897) |
Common shares | 184,800 | - | - | 184,800 |
626,916 | (433,432) | (631,153) | (437,669) | |
Treasury shares | ||||
Treasury shares | (1,142,797) | - | (560,970) | (1,703,767) |
(1,142,797) | - | (560,970) | (1,703,767) | |
(515,881) | (433,432) | (1,192,123) | (2,141,436) |
Capital reserve
The capital reserves reflect the contributions made by shareholders that are directly related to the formation or increase of the capital stock, the changes in the relative interest of the parent in subsidiaries that do not result in the obtainment or loss of control, as well as gains and/or goodwill on capital transactions.
Treasury shares
The Company held 3,769,575 common shares in treasury, which were booked at the amount of R$ 64,620, which corresponds to the average cost of R$ 17.14 per share.
Treasury shares amounted to R$ 1,703,767, of which R$ 1,639,147 refers to treasury shares canceled.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Changes in treasury shares in the year are shown below:
Held in treasury | Number of shares | Amount (R$ ’000) |
Balance at December 31, 2023 | 2,867,443 | 23,277 |
(+) Acquisition - share buyback program | 48,204,550 | 575,998 |
(-) Cancellation of treasury shares | (46,000,000) | (519,627) |
(-) Disposal - Stock options | (1,302,418) | (15,028) |
Balance at December 31, 2024 | 3,769,575 | 64,620 |
Share buyback program
On November 21, 2023, the Board of Directors approved a new Share Buyback Plan (“Share Buyback Plan”) for up to 31,000,000 registered, book-entry common shares with no par value. The maximum period for effecting the purchase transactions is 18 months, starting on November 21, 2023, which ended on August 14, 2024.
On August 14, 2024, the Board of Directors approved a new Share Buyback Plan (“Share Buyback Plan”) for up to 25,000,000 registered, book-entry common shares with no par value. The maximum period for effecting the purchase transactions is 18 months, starting on August 15, 2024, which ended on October 8, 2024.
On November 13, 2024, the Board of Directors approved the new Share Buyback Plan (“Share Buyback Plan”), in accordance with the following terms and conditions (in compliance with Appendix G of CVM Resolution 80/22), authorizing the Company to acquire up to 27,827,806 common shares, corresponding to 3.14% of the total shares issued by the Company and 9.72% of the outstanding shares.
In 2024, the Company repurchased 48,204,550 shares for R$ 575,998 referring to the three aforementioned Share Buyback Programs.
Cancellation of treasury shares
On August 14, 2024, the Company’s Board of Directors approved the cancellation of 26,000,000 common shares, with no par value, issued by the Company and held in treasury on that date, without a reduction in the share capital. With the approval of the share cancellation, the Company’s share capital comprises 906,000,000 registered, book-entry common shares with no par value. Thus, Article 5 of the Company’s Bylaws, which deals with the Company’s share capital, should be adjusted at the General Shareholders Meeting to be timely convened.
On November 13, 2024, the Company informed its shareholders and the market that, at a meeting of the Board of Directors held on that date, the cancellation of 20,000,000 common shares, without par value, issued by the Company and held in treasury was approved, without reducing the share capital. As a result of the cancellation of treasury shares, the Company’s share capital is now comprised of 886,000,000 common shares, all registered, book-entry, and with no par value. Article 5 of the Company’s Bylaws will be amended accordingly to reflect this cancellation at a General Meeting to be convened in due course.
Share buyback program of subsidiary BRF
On December 7, 2023, subsidiary BRF’s Board of Directors approved the creation of a program for acquisition of shares of its own issue up to a limit of 14,000,000 common shares, within a maximum period of 18 months (“Program”), which was completed on April 4, 2024.
On May 7, 2024, subsidiary BRF’s Board of Directors approved the creation of a new program for acquisition of shares of its own issue up to a limit of 14,000,000 common shares, within a maximum period of 18 months (“Program II”).
On August 14, 2024, subsidiary BRF’s Board of Directors authorized the acquisition of up to 17,000,000 shares in addition to the shares already repurchased by the Company, maintaining the conditions of Program II unchanged.
On November 13, 2024, subsidiary BRF’s Board of Directors authorized the acquisition of up to 30,000,000 shares in addition to the shares already repurchased by subsidiary BRF, maintaining the conditions of the Program unchanged.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
In 2024, subsidiary BRF repurchased 59,835,200 shares for R$ 1,288,242 referring to Program I and Program II.
27.3. Legal reserve
It is 5% (five percent) of the Company’s net income, as defined in its bylaws and current corporate legislation. The balance of the legal reserve in 2024 and 2023 was R$ 624,664 and R$ 484,848, respectively.
27.4. Tax incentive reserve
The Company benefits from state governments subsidies related to ICMS (State VAT) as follows: Program for Industrial and Commercial Development of the state of Mato Grosso (“PRODEIC”) and Tax Incentive Program for Industries (LC 93/2001 - MS), such incentives are directly associated to the investment in manufacturing facilities, job generation, economic and social development, and to the harmonious and integrated growth of industrial operations.
Due to the sale of the Company’s assets to Minerva, the subsidies in the states of Rio Grande do Sul and Rondônia, the State Program for Development, Coordination and Quality of the Agribusiness System of Cattle, Sheep and Buffalo (Agregar-RS Carnes) and the Program for Regional Development of the State Council (CONDER-RO), are no longer a tax incentive for the Company. Incentives recorded in the tax incentive reserve remain in this account, as the Company obtained the benefits up to the date of transfer of the assets.
The tax incentive reserve may only be used to: (i) absorption of losses, provided that all other earnings reserves have already been fully absorbed, except for the legal reserve; or (ii) capital increases.
The balance of the tax incentive reserve in 2024 and 2023 was R$ 964,286 and R$ 229,403, respectively.
27.5. Earnings reserve
The balance of the earnings reserve in 2024 and 2023 was R$ 2,637,330 and R$ 2,927,390, respectively.
27.6. Other comprehensive income
This account recognizes, before being recorded in the statement of income for the fiscal year, translation gains (losses) resulting from the translation of financial statements of subsidiaries abroad, whose functional currency differs from that of the Company, the corresponding entries of increases or decreases in the amount attributed to asset and liability items arising from their adjustment to market price on investments in subsidiaries directly and indirectly held by the Company, gains or losses on net investment hedge, actuarial gains or losses on pension plans and post-employment benefits. This account also recognized the effects from the adoption of deemed cost and the foreign exchange differences on the translation of loan operations.
Such accumulated effect will be transferred to the statement of income for the fiscal year either as gain or loss only upon the disposal or write-off of the investment.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The balance of other comprehensive income was broken down as follows:
Other comprehensive income | Balance at December 31, 2023 |
Effect from exchange variation |
Recognition/ Realization |
Amounts in liabilities related to assets held for sale |
Balance at December 31, 2024 |
|||||
Exchange variation on net investments and balance sheet conversion | 2,092,178 | 2,237,344 | - | 92,695 | 4,422,217 | |||||
Exchange variation on loan | (8,814,282 | ) | (5,314,733 | ) | - | - | (14,129,015 | ) | ||
Exchange variation on goodwill | 555,730 | 476,477 | - | 142,419 | 1,174,626 | |||||
Deemed cost | 64,680 | - | 11,240 | (15,492 | ) | 60,428 | ||||
Losses on net investment hedge | (61,043) | - | (170,967 | ) | - | (232,010 | ) | |||
Gains (losses) on interest hedge | 2,741 | - | (894,280 | ) | (1,141 | ) | (892,680 | ) | ||
Actuarial gains (losses) on pension plans and post-employment benefits | 2,313 | - | (10,476) | - | (8,163 | ) | ||||
Losses on realization of investments at FVOCI | - | - | (23,494 | ) | - | (23,494 | ) | |||
Share-based payment in subsidiary BRF | (2,832 | ) | - | 2,832 | - | - | ||||
Treasury shares in subsidiary BRF | 10,365 | - | (10,365 | ) | - | - | ||||
Tax incentive reserve | 288,323 | - | - | (288,323) | - | |||||
(5,861,827 | ) | (2,600,912 | ) | (1,095,510 | ) | (69,842 | ) | (9,628,091 | ) |
27.7. Shareholder compensation
When proposed by the Company, shareholder compensation is paid in the form of dividends and/or interest on equity based on the limits set by law and by the Company’s Bylaws.
On November 13, 2024, the Company informed its shareholders and the market that on that date the Board of Directors approved the declaration of interim dividends in the amount of R$ 2,500,000, paid on December 26, 2024 based on the earnings reserve recorded in the balance sheet as at September 30, 2024, to be attributed to the mandatory dividend for 2024.
On December 12, 2024, following the announcement to shareholders made on November 13, 2024, the Company informed that the final amount of dividends per common share issued by the Company corresponded to R$ 2.833731.
According to its bylaws, the Company is allowed to prepare balance sheets for six-month periods or shorter periods. Observing the conditions established by law, the Board of Directors may: (a) decide to distribute dividends against the profit account determined in the semiannual balance sheet or for shorter periods ad referendum the Shareholders Meeting; and (b) declare interim dividends against the earnings reserves account existing as of the last annual or semiannual balance sheet.
Below is the statement of dividends paid for the year 2024:
Dividends | |
12/31/2024 | |
Net income for 2024 | 2,795,401 |
Deemed cost | 915 |
Net income after deemed cost | 2,796,316 |
(-) Legal reserve - 5 % | (139,816) |
(-) Tax incentive reserve | (446,560) |
Adjusted net income for dividend purposes | 2,209,940 |
Mandatory dividends payable - 25% | 552,485 |
Additional dividends paid | 1,947,515 |
2024 dividends | 2,500,000 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
28. NET SALES REVENUE
Parent | Consolidated | ||||
YTD | YTD | YTD | YTD | ||
2024 | 2023 | 2024 | 2023 | ||
Revenue from sales of products - domestic market | |||||
Third parties | 4,925,793 | 3,949,142 | 108,056,348 | 97,233,472 | |
Related parties | 605,699 | 459,930 | 13,542 | 10,323 | |
5,531,492 | 4,409,072 | 108,069,890 | 97,243,795 | ||
Revenue from sales of products - foreign market | |||||
Third parties | 432,754 | 126,430 | 50,483,690 | 43,782,755 | |
Related parties | 5,473,838 | 4,690,635 | 1,063 | 1,215 | |
5,906,592 | 4,817,065 | 50,484,753 | 43,783,970 | ||
Gross operating revenue | 11,438,084 | 9,226,137 | 158,554,643 | 141,027,765 | |
Deductions from gross sales | |||||
Taxes on sales | (225,814) | (232,602) | (5,610,160) | (5,001,563) | |
Returns and discounts | (421,111) | (311,455) | (4,083,524) | (3,808,192) | |
(646,925) | (544,057) | (9,693,684) | (8,809,755) | ||
Net sales revenue | 10,791,159 | 8,682,080 | 148,860,959 | 132,218,010 |
29. COST AND EXPENSES BY NATURE
The Company has chosen to present the statement of income by function and presents below expenses by nature:
Parent | Consolidated | ||||
YTD | YTD | YTD | YTD | ||
2024 | 2023 | 2024 | 2023 | ||
Cost of products and goods sold | |||||
Inventory costs | (7,779,184) | (6,321,628) | (111,692,533) | (103,108,949) | |
Depreciation and amortization | (124,333) | (148,695) | (6,020,514) | (5,648,708) | |
Employee salaries and benefits | (516,578) | (367,716) | (11,457,242) | (10,082,883) | |
(8,420,095) | (6,838,039) | (129,170,289) | (118,840,540) | ||
Selling expenses | |||||
Depreciation and amortization | (1,722) | (1,189) | (554,669) | (684,907) | |
Employee salaries and benefits | (62,360) | (63,876) | (2,294,185) | (1,988,808) | |
Freight | (360,429) | (275,527) | (5,552,281) | (5,433,014) | |
Export expenses | (96,019) | (58,286) | (819,515) | (715,414) | |
Marketing | (42,151) | (40,232) | (1,271,888) | (1,060,953) | |
Other | (25,885) | (28,908) | (742,829) | (547,980) | |
(588,566) | (468,018) | (11,235,367) | (10,431,076) | ||
General and administrative expenses | |||||
Depreciation and amortization | (53,336) | (21,852) | (622,321) | (406,617) | |
Employee salaries and benefits | (38,648) | (125,335) | (895,293) | (795,557) | |
Third-party services | (143,149) | (115,775) | (577,140) | (467,121) | |
Other | (26,554) | (20,163) | (123,673) | (297,210) | |
(261,687) | (283,125) | (2,218,427) | (1,966,505) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
30. NET FINANCIAL RESULT
The Company’s financial income (expenses) is as follows:
Parent | Consolidated | ||||
YTD | YTD | YTD | YTD | ||
2024 | 2023 | 2024 | 2023 | ||
Interest received, earnings from financial investments | 164,399 | 121,058 | 1,490,362 | 1,474,471 | |
Interest accrued, debentures and lease with financial institutions | (1,735,394) | (1,402,880) | (5,668,976) | (5,398,619) | |
Inflation adjustments, bank expenses, amortizations, costs on debt and other | (1,329,264) | (496,198) | (1,066,918) | (502,603) | |
Translation gains and losses | 352,651 | 149,374 | (286,627) | (1,175,664) | |
Total | (2,547,608) | (1,628,646) | (5,532,159) | (5,602,415) | |
Financial income | |||||
Third parties | 3,894,988 | 2,198,206 | 12,654,204 | 11,521,121 | |
Related parties | 334,437 | 404,199 | - | - | |
4,229,425 | 2,602,405 | 12,654,204 | 11,521,121 | ||
Financial expenses | |||||
Third parties | (5,874,231) | (3,554,628) | (18,186,363) | (17,123,536) | |
Related parties | (902,802) | (676,423) | - | - | |
(6,777,033) | (4,231,051) | (18,186,363) | (17,123,536) | ||
Total | (2,547,608) | (1,628,646) | (5,532,159) | (5,602,415) |
31. EARNINGS (LOSS) PER SHARE
The following table shows the calculation of basic and diluted earnings (loss) per share for 2024 and 2023:
12/31/2024 | 12/31/2023 | ||
Income (loss) attributable to shareholders | 1,710,635 | (1,348,386) | |
Income (loss) attributable to shareholders from discontinued operations | 1,084,766 | (169,390) | |
Income (loss) attributable to shareholders from the Company | 2,795,401 | (1,517,776) | |
Common shares | 886,000,000 | 960,000,000 | |
Weighted average number of outstanding shares (units) | 903,508,624 | 641,427,502 | |
Basic and diluted earnings (loss) (in R$) | 1.8933 | (2.1022) | |
Basic and diluted earnings (loss) (in R$) from discontinued operations | 1.2006 | (0.2641) | |
Earnings or losses attributable to shareholders from the Company | 3.0939 | (2.3663) |
32. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
32.1. Overview
In its activities, the Company is subject to market risks related to exchange rate gains (losses), variable income, interest rate and commodities price fluctuations. In order to minimize these risks, the Company has policies and procedures to minimize these exposures and may use hedging instruments, as long as previously approved by the Board of Directors.
Among the Company’s guidelines we highlight: monitoring levels of exposure to each market risk; measuring these risks; setting limits for making decisions and using hedging mechanisms, always aiming at minimizing the foreign exchange exposure of its debts, cash flows and interest rates.
The Company shall be represented exclusively by its Officers and Attorney-in-Fact, observing the limitations provided in the Bylaws, and subject to approval of the Board of Directors for acts and transactions in amounts exceeding such limit.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The Company only enters into transactions with derivatives or similar instruments that offer a maximum protection against: foreign currencies, interest rates and commodity prices, and also adopts a conservative policy of not entering into transactions that could affect its financial position. The Company does not enter into leveraged transactions with derivatives or similar instruments.
The Company also has a sound financial policy, maintaining a high level of cash balance, cash equivalents and short-term investments. At the same time, the maturity of the Company’s long-term indebtedness is distributed in such way that it is not concentrated in any single year.
Assets and liabilities presented in the balance sheet relating to derivative transactions, which are intended for equity hedge, are shown below:
Parent | Consolidated | ||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | ||
Derivative financial instruments - receivable | 8,641 | 99,677 | 336,551 | 752,772 | |
Derivative financial instruments - payable | (1,243,238) | (62,714) | (1,866,472) | (215,690) | |
Derivative financial instruments - assets and liabilities held for sale (a) | - | 26,438 | - | 26,438 | |
(1,234,597) | 63,401 | (1,529,921) | 563,520 |
(a) | See Note 12 - Assets and liabilities held for sale and discontinued operations |
32.2. Financial instruments by category
The Company’s financial assets and liabilities are classified as below:
Parent | ||||||||
Financial assets | Fair value through | |||||||
Amortized cost | profit or loss and OCI | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Cash and cash equivalents | 732,320 | 1,940,237 | - | - | ||||
Financial investments and marketable securities | 5,717,946 | 2,087,328 | - | - | ||||
Trade accounts receivable | 9,153,215 | 2,477,851 | - | - | ||||
Derivative financial instruments (a) | - | - | 8,641 | 99,677 | ||||
Notes receivable - related parties | 3,539,815 | 8,727,233 | - | - | ||||
19,143,296 | 15,232,649 | 8,641 | 99,677 | |||||
Financial liabilities | Fair value through | |||||||
Amortized cost | profit or loss and OCI | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Trade accounts payable | 1,801,269 | 1,129,622 | - | - | ||||
Loans, financing and debentures | 21,253,858 | 12,394,670 | - | - | ||||
Leases payable | 373,855 | 17,990 | - | - | ||||
Derivative financial instruments (a) | - | - | 1,243,238 | 62,714 | ||||
Notes payable - related parties | 24,546,618 | 21,274,144 | - | - | ||||
47,975,600 | 34,816,426 | 1,243,238 | 62,714 |
(a) | All derivatives are classified at fair value through profit or loss. However, those designated as hedge accounting instruments also have their effects on Other Comprehensive Income in Equity. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Consolidated | ||||||||
Financial assets | Fair value through | |||||||
Amortized cost | profit or loss and OCI | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Cash and cash equivalents | 4,516,687 | 6,460,212 | - | - | ||||
Financial investments and marketable securities | 17,452,129 | 15,738,139 | 874,510 | - | ||||
Trade accounts receivable | 9,198,434 | 7,219,543 | - | - | ||||
Derivative financial instruments (a) | - | - | 336,551 | 752,772 | ||||
Notes receivable - related parties | 26,601 | 31,932 | - | - | ||||
31,193,851 | 29,449,826 | 1,211,061 | 752,772 | |||||
Financial liabilities | Fair value through | |||||||
Amortized cost | profit or loss and OCI | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Trade accounts payable | 20,273,612 | 16,707,402 | - | - | ||||
Loans, financing and debentures | 61,123,631 | 51,585,592 | - | - | ||||
Leases payable | 4,896,200 | 4,238,561 | - | - | ||||
Derivative financial instruments (a) | - | - | 1,866,472 | 215,690 | ||||
Notes payable - investments Brazil | 257,262 | 251,390 | - | - | ||||
86,550,705 | 72,782,945 | 1,866,472 | 215,690 |
(a) | All derivatives are classified at fair value through profit or loss. However, those designated as hedge accounting instruments also have their effects on Other Comprehensive Income in Equity or in Inventories. |
Details of the accounting policies and methods used (including criteria for recognition, measurement bases and criteria for recognition of gains and losses) for each class of financial instruments and equity are presented in Note 3.1.
32.3. Fair value of financial instruments
The method used by the Company to determine market value consists in calculating the future value based on contracted conditions and determining the present value based on market curves obtained from Bloomberg’s database, except for futures market derivatives whose fair values are calculated based on the daily adjustments of variations in market prices of commodities and futures exchanges acting as counterpart.
According to NBC TG 40/R3 (CVM Resolution 121/22), the Company classifies the measurement of fair value according to hierarchical levels which reflect the importance of indices used in such measurement, as follows:
Level 1: Prices quoted in (non-adjusted) active market for identical assets and liabilities.
Level 2: Other available information, except those of Level 1, where quoted prices relate to similar assets and liabilities, whether directly, by obtaining prices in active markets, or indirectly, such as valuation techniques using active market data.
Level 3: Indices used for the calculation do not derive from an active market. The Company does not have instruments at this measurement level.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Currently, the fair value of all the financial instruments of the Marfrig Group is reliably measured and hence these are classified as level 1 and 2, as shown below:
Parent | Consolidated | |||
Level 1 | Level 2 | Level 1 | Level 2 | |
Current and non-current assets | ||||
Financial investments and marketable securities | - | 5,717,946 | - | 18,326,639 |
Derivative financial instruments | - | 8,641 | 143 | 336,408 |
Current and non-current liabilities | ||||
Derivative financial instruments | (2,530) | (1,240,708) | (2,530) | (1,863,942) |
Total | (2,530) | 4,485,879 | (2,387) | 16,799,105 |
Management understands that the results obtained with derivative transactions are in line with the risk management strategy adopted by the Company.
32.4. Credit risk management
The Company is subject to credit risk. Credit risk deals with group’s financial losses if a customer or counterpart in a financial instrument fails to comply with contractual obligations, which arise from most receivables.
The Company limits its exposure by analyzing credit and managing customer’s portfolio, seeking to minimize the economic exposure to a certain customer and/or market that may represent significant losses.
The Global Credit Risk Policy determines the guideline for financial credit risk management based on the following:
a) | Limit of counterparty’s credit risk concentration to 15% of total current assets; |
b) | Investments in solid and prime financial institutions, based on their financial rating; and |
c) | Balance between assets and liabilities. |
Conducted evaluations are based on information flows and follow-up of the volume of purchases in the market. The internal controls cover the assignment of credit limits.
The maximum exposure to credit risk for the Company is the trade accounts receivable shown in Note 6, where the value of the effective risk of possible losses is presented as provision for credit risk.
Values subject to credit risk:
Parent | Consolidated | |||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |
Cash and cash equivalents | 732,320 | 1,940,237 | 4,516,687 | 6,460,212 |
Financial investments and marketable securities | 5,717,946 | 2,087,328 | 18,326,639 | 15,738,139 |
Trade accounts receivable | 9,153,215 | 2,477,851 | 9,198,434 | 7,219,543 |
Other receivables | 98,866 | 115,928 | 836,065 | 894,594 |
15,702,347 | 6,621,344 | 32,877,825 | 30,312,488 |
32.5. Liquidity risk management
Liquidity risk arises from the Company’s working capital management and the amortization of the principal and finance charges of debt instruments. This is the risk that the Company will face difficulties to settle its falling due payables.
The Company manages its capital based on parameters to optimize the capital structure focused on liquidity and leverage metrics that enable a return to shareholders over the medium term, consistent with the risks assumed in the transaction.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The main indicator for monitoring is the modified immediate liquidity ratio, which is the ratio between the available funds (cash, cash equivalents, financial investments and marketable securities) and current indebtedness (short term). The indices presented below refer to continuing operation:
Parent | Consolidated | |||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |
Available funds | 6,450,266 | 4,027,565 | 22,519,515 | 21,878,356 |
Short-term loans and financing | 4,479,301 | 3,181,118 | 8,352,851 | 7,509,414 |
Modified liquidity ratio | 1.44 | 1.27 | 2.70 | 2.91 |
32.6. Market risk management
The Company is exposed to market risks arising from commodity prices, interest rates, variable income and exchange rates. For each risk, the Company conducts continuous management and sensitivity studies presented in this note.
32.7. Interest rate risk
Interest rate risk refers to the Company’s risk of incurring economic losses due to negative changes in interest rates. This exposure basically refers to changes in market interest rates which affect the Company’s assets and liabilities indexed to the TJLP (Long-Term Interest Rate) or CDI (Interbank Deposit Rate).
In order to reduce debt service costs, the Company continually monitors market interest rates to assess the need to enter into new derivative contracts to hedge its operations against the risk of fluctuations of these rates.
The interest rate exposure risk of the Company is as follows:
Parent | Consolidated | |||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |
Exposure to CDI rate: | ||||
NCE/Working capital | - | - | 1,113,402 | 2,361,124 |
CPR/CCB | 4,599,447 | 3,805,840 | 4,599,447 | 3,805,840 |
CRA | 10,420,713 | 4,971,440 | 11,396,448 | 4,971,440 |
Debentures | - | - | 5,337,210 | 6,486,619 |
(-) CDB-DI (R$) | (1,570,296) | (316,458) | (5,287,255) | (5,193,319) |
Subtotal Exposure to SOFR rate: |
13,449,864 | 8,460,822 | 17,159,252 | 12,431,704 |
Prepayment/NCE/ACC (US$) | 5,005,723 | 3,005,013 | 5,005,723 | 3,373,928 |
Revolving credit facility (US$) | - | - | 3,057,761 | 2,452,259 |
Bank loan (US$) | - | 107,516 | 3,435,723 | 3,883,752 |
Subtotal
Total |
5,005,723 | 3,112,529 | 11,499,207 | 9,709,939 |
18,455,587 | 11,573,351 | 28,658,459 | 22,141,643 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Derivative financial instruments to hedge against interest rate exposures are presented below:
Consolidated | ||||||
Fair value hedge - Derivative | 12/31/2024 | |||||
instruments | Hedged item | Assets | Liabilities | Notional | MtM R$ | |
Interest swap | Debenture - 1st issue - 3rd series - IPCA + 5.50% p.a. | IPCA + 5.50% p.a. | CDI + 0.57% p.a. | BRL | 200,000 | 28,464 |
Interest swap | Debenture - 1st issue - 3rd series - IPCA + 5.50% p.a. | IPCA + 5.50% p.a. | 100% of CDI | BRL | 200,000 | 22,176 |
Interest swap | Debenture - 2nd issue - 1st series - IPCA + 5.30% p.a. | IPCA + 5.30% p.a. | CDI + 2.20% p.a. | BRL | 400,000 | 53,395 |
Interest swap | Debenture - 2nd issue - 2nd series - IPCA + 5.60% p.a. | IPCA + 5.60% p.a. | CDI + 2.29% p.a. | BRL | 595,000 | 48,624 |
Interest swap | Debenture - 3rd issue - single series - IPCA + 4.78% p.a. | IPCA + 4.78% p.a. | CDI + 0.12% p.a. | BRL | 1,000,000 | 65,394 |
Interest swap | Debenture - 1st issue - 1st series - IPCA + 6.83% p.a. | IPCA + 6.83% p.a. | 109.32% of CDI | BRL | 990,000 | 33,741 |
Interest swap | Debenture - 5th issue - IPCA + 7.23% | IPCA + 7.23% p.a. | CDI + 0.98% p.a. | BRL | 1,635,000 | (112,078) |
Interest swap | Debenture - 5th issue - Fixed rate +12.92% | PRE + 12.92% p.a. | CDI + 0.89% p.a. | BRL | 925,000 | (124,444) |
5,945,000 | 15,272 |
Cash flow hedge
The Company designates as cash flow hedge derivative financial instruments for protection of cash flow (swap), exchanging cash flows based on a notional amount, a term and other pre-established conditions and criteria.
The Company has swap contracts designated as cash flow hedge accounting, as shown below:
Consolidated | ||||||
Cash flow hedge - Derivative | Hedged tem | Assets | Liabilities | Notional | 12/31/2024 | |
instruments | MtM R$ | |||||
Interest rate swap | CRA | IPCA | CDI | BRL | 8,452,232 | (1,232,080) |
8,452,232 | (1,232,080) |
32.8. Commodity price risk
Cattle commodities
In its activities, the Company purchases cattle commodity, which is the largest individual component of the beef segment production cost and is subject to certain variables. The price of cattle acquired from third parties is directly related to market conditions, and is influenced by domestic availability and foreign market demand. To reduce the impact of risks on cattle commodity prices, the Company holds cattle in feedlots and trades derivative financial instruments in the futures market, as well as other operations.
The derivative financial instruments used to hedge against cattle commodity price risk, which are not designated for hedge accounting, are shown below:
Consolidated | |||||
Instrument | Hedged item | Register | Notional US$ | Notional R$ | 12/31/2024 |
MtM R$ | |||||
Futures | Fed cattle | B3 | (28,610) | (177,144) | (2,530) |
Futures | Fed cattle | CME | - | - | 143 |
(28,610) | (177,144) | (2,387) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Corn and soybean meal, grain and oil commodities
The prices of corn and soybean meal, grain and oil are exposed to price risks arising from future purchases. This risk is managed through physical inventories, order balances at a fixed price and through derivative financial instruments.
Limits are established to protect the purchase flow of corn and soybean meal, grain and oil, aimed to reduce the impact of an increase in the price of these raw materials, and include the possible use of derivative instruments or management of inventories.
Subsidiary BRF purchases commodities at prices to be fixed in the futures and spot markets and, to protect such exposure, contracts derivative instruments in an active position (purchase) to fix such prices in advance.
Derivative financial instruments designated as cash flow hedge accounting to protect against exposure to the price risk of corn and soybean meal, grain and oil commodities to be fixed are shown below:
Consolidated | |||||||
Cash flow hedge - Derivative | Hedged item | Index | Maturity | Quantity | Price rate (a) | 12/31/2024 | |
instruments | MtM R$ | ||||||
Collar - purchase | Purchases of soybean meal - price to be fixed | Soybean meal - CBOT | 2nd quarter 2025 | 17,989 | ton | 336.79 | 948 |
Collar - purchase | Purchases of soybean meal - price to be fixed | Soybean meal - CBOT | 3rd quarter 2025 | 17,989 | ton | 341.13 | 548 |
Collar - purchase | Purchases of corn - price to be fixed | Corn - CBOT | 1st quarter 2025 | 20,003 | ton | 177.85 | (26) |
Collar - purchase | Purchases of corn - price to be fixed | Corn - CBOT | 2nd quarter 2025 | 135,998 | ton | 176.94 | 1,174 |
Collar - purchase | Purchases of corn - price to be fixed | Corn - B3 | 1st quarter 2025 | 16,200 | ton | 1,208.33 | 124 |
Collar - purchase | Purchases of corn - price to be fixed | Corn - B3 | 2nd quarter 2025 | 40,500 | ton | 1,213.33 | 193 |
Non-deliverable forward - purchase | Purchases of soybean oil - price to be fixed | Soybean oil - CBOT | 2nd quarter 2025 | 6,001 | ton | 912.57 | (516) |
Non-deliverable forward - purchase | Purchases of corn - price to be fixed | Corn - CBOT | 3rd quarter 2025 | 99,999 | ton | 171.76 | 403 |
354,679 | 2,848 |
(a) | Base price for each commodity in USD/ton, except for Corn – B3, denominated in R$/ton. |
In certain situations, subsidiary BRF makes future purchases of commodities at fixed prices and, to protect such exposure, contracts derivative instruments in a passive position (sale) to maintain the prices of such purchases at market.
Derivative financial instruments designated as fair value hedge accounting to protect against exposure to the risk of fixed commodity prices are shown below:
Consolidated | |||||||
Fair value hedge - Derivative | Hedged item | Index | Maturity | Quantity | Price rate (a) | 12/31/2024 | |
instruments | MtM R$ | ||||||
Non-deliverable forward - sale | Purchases of soybean grain - fixed price | Soybean grain - CBOT | 1st quarter 2025 | 38,298 | ton | 409.09 | 10,526 |
Non-deliverable forward - sale | Purchases of corn - fixed price | Corn - CBOT | 1st quarter 2025 | 9,001 | ton | 185.42 | 409 |
Non-deliverable forward - sale | Purchases of corn - fixed price | Corn - CBOT | 3rd quarter 2025 | 76,216 | ton | 173.46 | 471 |
Corn futures - sale | Purchases of corn - fixed price | Corn - B3 | 1st quarter 2025 | 12,609 | ton | 1,252.06 | (71) |
Corn futures - sale | Purchases of corn - fixed price | Corn - B3 | 3rd quarter 2025 | 189,486 | ton | 1,116.86 | (947) |
325,610 | 10,388 |
(a) | Base price for each commodity in USD/ton, except for Corn – B3, denominated in R$/ton. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
32.9. Exchange rate risk
Balance sheet exposure
Exchange rate risk consists of the risk of foreign exchange fluctuations leading the Company to incur losses and causing a reduction in the amounts of assets or an increase in the amounts of liabilities.
The Company also has a sound financial policy, maintaining a high level of cash balance and short-term investments with solid financial institutions.
Assets and liabilities in foreign currency are presented as follows:
Parent | |||
Effects on result | |||
Description | 12/31/2024 | 12/31/2023 | Translation gains |
(losses) 2024 | |||
Operating | |||
Trade accounts receivable | 8,927,853 | 2,145,630 | 1,076,465 |
Imports payable | (5,837) | (7,159) | 610 |
Other | - | - | (2) |
Subtotal | 8,922,016 | 2,138,471 | 1,077,073 |
Financial | |||
Loans and financing | (6,080,636) | (3,617,390) | (1,238,252) |
Notes payable and receivable | (4,028) | 41,432 | 24,808 |
Balance of banks and financial investments(a) | 714,063 | 1,929,828 | 489,022 |
Subtotal | (5,370,601) | (1,646,130) | (724,422) |
Total | 3,551,415 | 492,341 | 352,651 |
Translation gains | 3,328,961 | ||
Translation losses | (2,976,310) | ||
Translation gains (losses), net | 352,651 |
(a) | Refers only to banks and financial investments balances that generated translation gains (losses). |
Consolidated | |||||
Effects on result | |||||
Description | 12/31/2024 | 12/31/2023 | Translation gains | ||
(losses) 2024 | |||||
Operating | |||||
Trade accounts receivable | 4,145,785 | 3,107,867 | 1,680,874 | ||
Imports payable | (2,896,965) | (2,259,358) | (660,650) | ||
Dividends | 339 | (242) | 3 | ||
Other | (447,701) | (721,507) | 1,907,366 | ||
Subtotal | 801,458 | 126,760 | 2,927,593 | ||
Financial | |||||
Loans and financing | (37,734,251) | (33,953,965) | (2,566,791) | ||
Notes payable and receivable | (357,102) | (333,764) | (1,092,905) | ||
Balance of banks and financial investments(a) | 6,839,357 | 6,652,705 | 338,037 | ||
Derivative financial instruments | (304,579) | 502,292 | 107,439 | ||
Subtotal | |||||
(31,556,575) | (27,132,732) | (3,214,220) | |||
Total | |||||
(30,755,117) | (27,005,972) | (286,627) | |||
Translation gains | 9,106,863 | ||||
Translation losses | (9,393,490) | ||||
Translation gains (losses), net | |||||
(286,627) |
(a) | Refers only to banks and financial investments balances that generated translation gains (losses). |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Since it has more financial liabilities in foreign currency than assets, the Company contracted Non-Deliverable Forward (NDF) contracts, all of them non-speculative in nature, to minimize the effects of the foreign exchange variation on its exports, as per the breakdown below:
Consolidated | |||||||
Cash flow hedge - Derivative instruments | Hedged item | Register | Assets | Liabilities | Notional | 12/31/2024 | |
MtM R$ | |||||||
Operations not designated for hedge | |||||||
accounting | |||||||
NDF | FX | OTC | USD | GBP | USD | (32,135) | 6,173 |
NDF | FX | OTC | USD | EUR | USD | (5,531) | 1,281 |
NDF | FX | OTC | USD | AUD | USD | (728) | 187 |
NDF | FX | OTC | USD | CLP | USD | (3,698) | 1,470 |
NDF | FX | OTC | BRL | EUR | EUR | (60,000) | 1,040 |
NDF | FX | OTC | USD | CLP | CLP | 25,000 | 4,425 |
Futures | FX | OTC | BRL | USD | USD | (62,500) | 1,132 |
(139,592) | 15,708 |
Operating income exposure
The objective of managing operating income exposure is to protect revenues and costs indexed to foreign currencies. Subsidiary BRF has internal models for the measurement and monitoring of these risks and contracts hedging instruments, designating the relationships as cash flow hedge accounting.
Subsidiary BRF has more revenues denominated in foreign currency than expenses and, therefore, contracts derivative financial instruments to reduce such exposure. Derivative financial instruments designated as cash flow and fair value hedge accounting to protect the exchange rate exposure of operating income.
The cash flow hedge amounts (derivative instruments) are shown below:
Consolidated | ||||||||
Cash flow hedge - Derivative instruments | Hedged item | Assets | Liabilities | Maturity | Exercise rate |
Notional | 12/31/2024 MtM R$ |
|
NDF | Exports in USD | BRL | USD | 1st quarter 2025 | 5.6807 | USD | 105,500 | (58,721) |
NDF | Exports in USD | BRL | USD | 2nd quarter 2025 | 5.9204 | USD | 258,500 | (104,650) |
NDF | Exports in USD | BRL | USD | 3rd quarter 2025 | 6.1309 | USD | 165,000 | (54,315) |
NDF | Exports in USD | BRL | USD | 4th quarter 2025 | 6.4083 | USD | 82,000 | (15,657) |
Collar | Exports in USD | BRL | USD | 1st quarter 2025 | 5.9991 | USD | 479,500 | (81,092) |
Collar | Exports in USD | BRL | USD | 2nd quarter 2025 | 6.2590 | USD | 90,500 | (5,787) |
Collar | Exports in USD | BRL | USD | 3rd quarter 2025 | 6.4616 | USD | 42,500 | (3,204) |
Collar | Exports in USD | BRL | USD | 4th quarter 2025 | 6.5806 | USD | 20,000 | (1,647) |
1,243,500 | (325,073) |
The Company concluded that part of its cost related to future physical purchases of commodities in dollars also generates exchange rate exposure, contracting the following derivatives and designating them as fair value hedge.
Consolidated | ||||||||
Fair value hedge - Derivative | Exercise | 12/31/2024 | ||||||
instruments | Hedged item | Assets | Liabilities | Maturity | rate | Notional | MtM R$ | |
NDF | Costs in USD | BRL | USD | 1st quarter 2025 |
5.5465 | USD | 15,823 | (10,851) |
NDF | Costs in USD | BRL | USD | 3rd quarter 2025 | 6.0634 | USD | 9,426 | (3,760) |
25,249 | (14,611) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Investment exposure
Subsidiary BRF has both investments (net assets) and loans (financial liabilities) denominated in foreign currency. To balance the accounting effects, certain non-derivative financial liabilities are designated as instruments to hedge the exchange rate exposure generated by such investments.
Non-derivative financial instruments designated as hedge accounting for net investment are presented below:
Consolidated | |||||||
Fair value hedge - Non-derivative instruments | Hedged item (investment) | Liabilities | Maturity | Exercise rate | Notional | 12/31/2024 MtM R$ (a) |
|
Bond - BRF SA BRFSBZ 4.35 | Federal Foods LLC | USD | 3rd quarter 2050 | 3.7649 | USD (b) | 44,158 | (142,067) |
Bond - BRF SA BRFSBZ 4.35 | BRF Kuwait Food Management Company WLL | USD | 3rd quarter 2050 | 3.7649 | USD (b) | 88,552 | (215,832) |
Bond - BRF SA BRFSBZ 4.35 | Al Khan Foodstuff LLC | USD | 3rd quarter 2050 | 3.7649 | USD (b) | 53,446 | (142,392) |
Bond - BRF SA BRFSBZ 4.35 | BRF Foods GmbH | USD | 3rd quarter 2050 | 5.1629 | USD (c) | 170,721 | (197,505) |
Bond - BRF SA BRFSBZ 4.35 | Al-Wafi Al-Takamol International for Foods Products | USD | 3rd quarter 2050 | 5.1629 | USD (c) | 23,426 | (23,009) |
380,303 | (720,805) |
(a) | Corresponds to the effective portion of hedge results accumulated in line item Other comprehensive income. |
(b) | Designated on August 1, 2019. |
(c) | Designated on November 1, 2022. |
32.10. Sensitivity analysis
The financial instruments, including derivatives, may undergo changes in fair value as a result of the fluctuation of exchange rates, interest rates, price indexes and other variables.
The analyses of the sensitivity of derivative and non-derivative financial instruments to these variables are presented below:
Selection of risks
The main risks that may affect the value of the Company’s financial instruments are:
a) | Exchange rate US$/R$, US$/GBP, US$/EUR and US$/AUD; |
b) | Exchange rate R$/TRY, R$/WON, R$/PYG, R$/AOA, R$/SAR and R$/AED; |
c) | Floating interest rate SOFR; |
d) | Inflation rate IPCA; and |
e) | Interest rate CDI and SELIC. |
For purposes of the analysis of sensitivity to risks, the Company presents the exposures to currencies as if they were independent, that is, they do not reflect in the exposure to exchange rate the risks of changes in other exchange rates that could be indirectly influenced by it.
Selection of scenarios
The probable scenario of the Dollar-real exchange rate, the SELIC/CDI interest rate and the IPCA projection for a one-year horizon is based on the FOCUS report disclosed by the Central Bank of Brazil (BACEN). The one-year projection for the dollar is R$ 5.96 and was obtained interpolating the quotations of the current and subsequent years. The Selic rate is expected to close the period at 14.75% p.a. and the IPCA at 4.96%. The Selic rate is used as a reference for the CDI sensitivity analyses. The probable scenario for the other currencies is calculated based on the parity with the US Dollar.
For SOFR interest rates, Management used the one-year projection of 4.18%, consistent with the market curves.
In the sensitivity analysis, variations of 15% and 30% were estimated for each variable for possible and remote scenarios, respectively.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The sensitivity values below are for changes in financial instruments under each scenario:
Consolidated | ||||
Exchange rate - US dollar x real | Gains and (losses) | |||
Instrument | Scenario - Exposed amounts | Probable scenario |
Possible scenario
15% |
Remote scenario
30% |
Time deposit | 5,104,085 | (191,000) | 545,962 | 1,282,925 |
ADRs securities | 15,481 | (579) | 1,656 | 3,891 |
Prepayment/NCE/ACC (US$) | (6,975,777) | 261,041 | (746,169) | (1,753,380) |
Bonds (US$) | (20,525,424) | 768,083 | (2,195,518) | (5,159,119) |
Bank loan (US$) | (5,340,520) | 199,848 | (571,253) | (1,342,354) |
Revolving Credit Facility | (3,057,761) | 114,425 | (327,076) | (768,576) |
Agribusiness Receivables Certificates (CRA) | (576,008) | 21,555 | (61,613) | (144,781) |
Foreign credit note | 289,880 | (10,848) | 31,007 | 72,862 |
Working capital | (1,258,761) | 47,104 | (134,644) | (316,393) |
SWAP USD x CDI | (2,355,127) | 88,131 | (251,918) | (591,967) |
Exchange rate - other currencies | Gains and (losses) | |||
Instrument | Scenario - Exposed amounts | Probable scenario |
Possible
scenario 15% |
Remote scenario 30% |
Time deposit - Turkish Lira | 715,371 | (26,770) | 76,520 | 179,810 |
Time deposit - South Korean Won | 87 | (3) | 9 | 22 |
Time deposit - Paraguayan Guarani | 7,900 | (296) | 845 | 1,986 |
Time deposit - Saudi Riyal | 959,103 | (35,891) | 102,591 | 241,073 |
Time Deposit - Angolan Kwanza | 55,449 | (2,075) | 5,931 | 13,937 |
Time Deposit - Arab Dirham | 102,947 | (3,852) | 11,012 | 25,876 |
NDF CLP X USD | (22,897) | 857 | (2,449) | (5,755) |
NDF EUR X USD | (36,912) | 1,381 | (3,948) | (9,278) |
NDF GBP X USD | (228,867) | 8,564 | (24,481) | (57,526) |
NDF AUD X USD | (4,509) | 169 | (482) | (1,133) |
SOFR rate | Gains and (losses) | |||
Instrument | Scenario - Exposed amounts | Probable scenario |
Possible
scenario 15% |
Remote scenario 30% |
Prepayment/NCE/ACC (US$) - SOFR | (3,822,503) | 12,041 | (11,898) | (35,836) |
Interest rate - CDI | Gains and (losses) | |||
Instrument | Scenario - Exposed amounts | Probable scenario |
Possible
scenario 15% |
Remote scenario
30% |
Bank Deposit Certificates - CDB | 1,570,296 | 39,257 | 73,765 | 108,272 |
Repurchase and reverse repurchase agreements | 2,730,075 | 68,252 | 128,245 | 188,239 |
Brazilian prize-draw investment bonds | 1,763 | 44 | 83 | 122 |
FIDC | 27,592 | 690 | 1,296 | 1,902 |
LTF - Financial Treasury Bill | 46,774 | 1,169 | 2,204 | 3,239 |
NCE/Working Capital | (153,062) | (3,827) | (7,190) | (10,554) |
CPR/CCB | (4,599,447) | (114,986) | (216,059) | (317,132) |
Agribusiness Receivables Certificates (CRA) | (1,257,996) | (31,450) | (59,094) | (86,739) |
Interest rate - IPCA | Gains and (losses) | |||
Instrument | Scenario - Exposed amounts | Probable scenario |
Possible
scenario 15% |
Remote scenario 30% |
Agribusiness Receivables Certificates (CRA) | (7,447,837) | (9,682) | (65,094) | (120,506) |
SWAP IPCA x CDI | 6,097,105 | 7,926 | 53,289 | 98,651 |
The interest rate fluctuations do not significantly affect the results of subsidiary BRF. Therefore, the financial instruments pegged to the fixed rate of subsidiary BRF are not being presented in the sensitivity analysis above.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Cattle commodities
The table below shows the sensitivity analysis for the price of cattle commodities. The Company considered scenario I as appreciation of 10% and scenarios II and III as deterioration of 25% and 50% for cattle commodity price volatility, using as reference the closing price at the end of the year.
Consolidated | |||||
Parity - USDA Price - Cattle - R$/US$ | Current | Scenario I | Scenario II | Scenario III | |
Instrument | Risk | scenario | |||
Futures | Increase in fed cattle price | (2,530) | (253) | 633 | 127 |
Futures | Increase in fed cattle price | 143 | 14 | (36) | (7) |
(2,387) | (239) | 597 | 120 |
Corn and soybean meal, grain and oil commodities
For the probable scenario of commodities, the Company uses as a reference the future value of assets at the end of the year, and therefore understands that there will be no changes in the results of transactions. For the exchange rate, the probable scenario is referenced by external sources, such as the Focus report, interpolating the quotations of the current and subsequent years. The probable scenario for the other currencies is calculated based on the parity with the US Dollar.
For the possible and remote scenarios, in both cases positive and negative variations of 15% and 30% respectively were considered from the probable scenario. Such sensitivity scenarios are derived from information and assumptions used by Management in monitoring the previously mentioned risks.
The information used in the preparation of these analyses is based on the position at the end of the year. The estimated amounts may differ significantly in relation to the numbers and results to be recorded by the Company. Positive values indicate gains and negative values indicate losses.
Consolidated | |||||
Operating result - commodities | Scenario | ||||
Remote -30% | Possible -15% | Probable | Possible 15% | Remote 30% | |
Soybean grain - CBOT | 255 | 310 | 364 | 419 | 474 |
Cost of products and goods sold | (4,187) | (2,093) | - | 2,093 | 4,187 |
NDF | 4,187 | 2,093 | - | (2,093) | (4,187) |
Net effect | - | - | - | - | - |
Soybean meal - CBOT | 248 | 301 | 354 | 407 | 461 |
Cost of products and goods sold | 3,825 | 1,912 | - | (1,912) | (3,825) |
Collar | (2,545) | (632) | - | 1,738 | 3,651 |
Net effect | 1,280 | 1,280 | - | (174) | (174) |
Soybean oil - CBOT | 629 | 764 | 898 | 1,033 | 1,168 |
Cost of products and goods sold | 1,617 | 809 | - | (809) | (1,617) |
NDF | (1,617) | (809) | - | 809 | 1,617 |
Net effect | - | - | - | - | - |
Corn - CBOT | 123 | 150 | 176 | 203 | 229 |
Cost of products and goods sold | 9,036 | 4,518 | - | (4,518) | (9,036) |
Collar | (6,117) | (1,888) | - | 2,964 | 7,192 |
NDF | (766) | (383) | - | 383 | 766 |
Net effect | 2,153 | 2,247 | - | (1,171) | (1,078) |
Corn - B3 | 822 | 998 | 1,174 | 1,351 | 1,527 |
Cost of products and goods sold | (51,225) | (25,613) | - | 25,613 | 51,225 |
Collar | (14,600) | (4,316) | - | 4,454 | 14,298 |
Futures | 70,609 | 35,305 | - | (35,305) | (70,609) |
Net effect | 4,784 | 5,376 | - | (5,238) | (5,086) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
33. INCOME AND SOCIAL CONTRIBUTION TAXES
Income and social contribution taxes were calculated according to prevailing legislation and Federal Law 12,973/14.
Income and social contribution tax calculations and returns, when required, are open to review by tax authorities for varying statutory years in relation to the payment or filing date.
Below are the calculation and reconciliation of taxes in the statement of income for the year:
Parent | Consolidated | ||||
YTD | YTD | YTD | YTD | ||
2024 | 2023 | 2024 | 2023 | ||
Profit (loss) before taxes | (1,112,056) | (1,522,168) | 405,112 | (4,541,228) | |
Income and social contribution taxes - Nominal rate (34%) | 378,099 | 517,537 | (137,738) | 1,544,018 | |
Adjustments to determine the effective tax rate: | |||||
Taxation on profit of companies abroad | - | (142,039) | (329,147) | (224,614) | |
Credit of tax paid abroad | 678,742 | 214,246 | 807,054 | 214,246 | |
Effect from differences in tax rate of companies abroad | - | - | (111,037) | (597,790) | |
Tax losses and social contribution carryforwards from prior years | 730,904 | (5,618) | 641,601 | 5,018 | |
Tax incentive | 62,968 | 35,963 | 94,092 | 186,872 | |
Equity in earnings (losses) of subsidiaries | 4,849 | (311,398) | (11,759) | (21,591) | |
Translation gains (losses) | 1,589,273 | (80,621) | 2,511,552 | (271,364) | |
Provision for contingencies (IRPJ/CSLL) (a) | - | - | (977,277) | - | |
Other additions / exclusions | (622,144) | (54,287) | (96,032) | 254,804 | |
Total | 2,822,691 | 173,782 | 2,391,309 | 1,089,599 | |
Total current taxes | 1,036,605 | 15,382 | (319,893) | (223,020) | |
Total deferred taxes | 1,786,086 | 158,400 | 2,711,202 | 1,312,619 | |
2,822,691 | 173,782 | 2,391,309 | 1,089,599 | ||
Effective tax rate(b) | 254% | 11% | -590% | 24% |
(a) | Details on the provision for contingencies are disclosed in Note 26.1.2 – Tax. |
(b) | The difference between nominal and effective rate is significantly affected by equity in earnings (losses) of subsidiaries, taxes on profits abroad and foreign exchange variations arising from monetary items that are part of the net investments in foreign entities. |
34. SEGMENT REPORTING
The Company established an integrated and geographically diversified business model, which consists of production units located in strategic places, combined with a broad distribution network with access to the world’s main channels and consumer markets.
The Company believes that continuous improvement in its internal processes will enable it to further enhance efficiency and cut costs, which, coupled with a result-driven management that is committed to profitable growth, will drive profitability and cash generation.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The Company defined its segments according to the business activities from which it can earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision-maker, responsible for allocating resources and assessing performance of the operating segments, and for which there is individual financial information available. Therefore, the segments managed by the Company are: “Beef - North America”, “Beef - South America”, “Poultry, Pork and Processed Products - BRF” and “Corporate”, as presented below:
Net revenue | Operating income (expenses) | |||||||
YTD | YTD | YTD | YTD | |||||
2024 | 2023 | 2024 | 2023 | |||||
Beef - North America | 66,921,453 | 59,551,759 | 399,414 | 1,625,965 | ||||
Beef - South America(a) | 20,805,279 | 19,222,955 | 1,395,459 | 1,313,393 | ||||
Poultry, Pork and Processed Products - BRF | 61,134,227 | 53,443,296 | 6,839,819 | 836,097 | ||||
Corporate | - | - | (2,697,421) | (2,714,268) | ||||
Total | 148,860,959 | 132,218,010 | 5,937,271 | 1,061,187 |
(a) | Details of net revenue / operating profit from discontinued operation of the Beef South America segment are presented in Note 12 - Assets and liabilities held for sale and discontinued operations. |
Non-current assets | |||
12/31/2024 | 12/31/2023 | ||
Beef - North America | 8,435,549 | 6,641,489 | |
Beef - South America(a) | 12,177,888 | 7,886,529 | |
Poultry, Pork and Processed Products - BRF | 31,844,590 | 31,317,828 | |
Corporate | 30,117,446 | 33,007,990 | |
Total | 82,575,473 | 78,853,836 |
(a) | Details of the amounts of non-current assets reclassified as held for sale in the Beef South America segment are presented in Note 12 - Assets and liabilities held for sale and discontinued operations. |
35. INSURANCE COVERAGE
The Company’s policy is to insure its property, plant and equipment and inventories subject to risk, at amounts deemed sufficient to cover possible losses, taking into consideration the nature of its activities and the insurance advisors’ opinion.
Based on the maximum risk weighting, the Company does not have a policy of maintaining insurance policies to protect against lost profits, given the broad geographic distribution of its plants and the fact that its operations can be reorganized in the event that any need arises.
Below is a summary of the amounts insured by the Company for continuing operations:
Parent | Consolidated | |||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||
Buildings and meatpacking facilities | 1,013,640 | 1,035,542 | 12,198,031 | 10,103,055 | ||||
Inventories | 267,120 | 265,926 | 1,622,070 | 1,181,400 | ||||
Third-party warehouse | - | 32,705 | 156,513 | 134,810 | ||||
Vehicles | 25,343 | 36,776 | 41,160 | 50,193 | ||||
Transportation of goods | 1,562,375 | 1,120,712 | 4,509,608 | 3,961,432 | ||||
Directors’ guarantees | 309,615 | 242,065 | 554,467 | 484,145 | ||||
Civil liability | 31,721 | 30,000 | 900,045 | 715,295 | ||||
Aircraft | 2,466,807 | 242,065 | 3,086,037 | 727,771 | ||||
Other | 885,081 | 371,942 | 937,487 | 390,746 | ||||
6,561,702 | 3,377,733 | 24,005,418 | 17,748,847 |
The assets held for sale have coverage in the amount of R$ 1,153,072. This amount is sufficient to cover any losses according to Management’s judgment.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
36. RELATED-PARTY TRANSACTIONS
36.1. Related parties to the parent company
Transactions between the Parent and its related parties are shown below:
Parent | ||||||||||||||||||||||||
Outstanding balance | ||||||||||||||||||||||||
Trade accounts receivable | Trade accounts payable | Notes receivable | Notes payable | Advances to suppliers | Advances from customers | |||||||||||||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||||||||||
Masplen Ltd. | - | - | - | - | 1,921 | 1,206 | - | - | - | - | - | - | ||||||||||||
Pampeano Alimentos S.A. | 22,238 | 11,034 | 17,041 | - | 805,304 | 788,189 | - | - | - | - | - | - | ||||||||||||
Marfrig Comercializadora de Energia Ltda. | - | - | - | - | 2,407 | 2,266 | 1,044,500 | 701,000 | - | - | - | - | ||||||||||||
Marfrig Overseas Ltd. | - | - | - | - | 318,620 | 2,927,025 | 1,698,380 | 728,883 | - | - | - | - | ||||||||||||
Marfrig Chile S.A. | 5,079 | - | - | - | 381 | 133 | 59,814 | - | - | - | - | 26,536 | ||||||||||||
Frigorífico Tacuarembó S.A. | - | - | 2,896 | 5,272 | - | - | - | - | - | - | - | - | ||||||||||||
Establecimientos Colonia S.A. | - | - | 2,452 | - | - | - | - | - | - | - | - | - | ||||||||||||
Marfrig Holdings (Europe) B.V | - | - | - | - | 131,108 | 2,026,033 | 6,570,772 | 8,720,408 | - | - | - | - | ||||||||||||
MF Foods USA LLC | 11,647 | 4,314 | - | - | - | - | - | - | - | - | - | - | ||||||||||||
Weston Importers Ltd. | 8,811,686 | 2,130,854 | - | - | - | 1,160,538 | 15,173,152 | 10,848,836 | - | - | - | - | ||||||||||||
Marfrig Beef International Ltd. | - | - | - | - | 1,891,992 | 1,410,824 | - | - | - | - | - | - | ||||||||||||
Marfrig Beef (UK) Limited | - | - | - | - | - | - | - | 317 | - | - | - | - | ||||||||||||
Marb Bondco PLC | - | - | - | - | 2,756 | 2,149 | - | 5,641 | - | - | - | - | ||||||||||||
Marfrig NBM Holdings Limited | - | - | - | - | - | 113 | - | - | - | - | - | - | ||||||||||||
NBM US Holdings, Inc. | - | - | - | - | - | 133 | - | 269,059 | - | - | - | - | ||||||||||||
Beef Holdings Limited | - | - | - | - | 11,161 | 11,138 | - | - | - | - | - | - | ||||||||||||
MFG Holdings SAU | 546 | - | - | 1,042 | 347,554 | 370,926 | - | - | - | - | - | - | ||||||||||||
Marfrig Paraguay S.A. | - | - | - | - | - | 242 | - | - | - | - | - | - | ||||||||||||
BRF S.A. | 42,150 | 19,652 | 14,842 | 6,958 | - | - | - | - | - | - | 4 | - | ||||||||||||
Plant Plus Foods Brasil Ltda. | 2,007 | 7,677 | - | - | 9,509 | 9,375 | - | - | - | - | - | - | ||||||||||||
MFG US Holding, LLC | - | - | - | - | 158 | 2 | - | - | - | - | - | - | ||||||||||||
Marfrig US Holding, LLC | - | - | - | - | 12 | 9 | - | - | - | - | - | - | ||||||||||||
Controlling shareholders | 1 | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||
Key management personnel | 9 | 4 | - | 184 | - | - | - | - | - | - | - | - | ||||||||||||
Other related parties (a) | 93 | 6 | 2,171 | - | 16,932 | 16,932 | - | - | 2,298,299 | 304,225 | - | - | ||||||||||||
8,895,456 | 2,173,541 | 39,402 | 13,456 | 3,539,815 | 8,727,233 | 24,546,618 | 21,274,144 | 2,298,299 | 304,225 | 4 | 26,536 |
(a) | See Note 36.5 – Other related parties. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Parent | ||||||||||||||||||||
Recognized as profit or loss | ||||||||||||||||||||
Sales | Costs | Financial income | Financial expenses | Administrative expenses | ||||||||||||||||
YTD | YTD | YTD | YTD | YTD | YTD | YTD | YTD | YTD | YTD | |||||||||||
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||
Masplen Ltd. | - | - | - | - | 83 | 59 | - | - | - | - | ||||||||||
Pampeano Alimentos S.A. | 184,216 | 142,518 | (15,092) | - | 14,182 | 14,262 | - | - | (78,646) | (71,963) | ||||||||||
Marfrig Comercializadora de Energia Ltda. | - | - | (36,461) | (27,760) | - | 35 | - | - | - | (2,327) | ||||||||||
Marfrig Overseas Ltd. | - | - | - | - | 46,293 | 150,869 | (22,274) | (6,294) | - | - | ||||||||||
Marfrig Chile S.A. | 34,116 | 71,022 | - | - | - | - | - | - | (1,161) | (612) | ||||||||||
Frigorífico Tacuarembó S.A. | - | - | (2,645) | - | - | - | - | - | (2,961) | (1,775) | ||||||||||
Inaler S.A. | - | - | - | - | - | - | - | - | (437) | (779) | ||||||||||
Prestcott International S.A. | - | - | (123) | - | - | - | - | - | (845) | (761) | ||||||||||
Establecimientos Colonia S.A. | - | 378 | (1,346) | - | - | - | - | - | (1,087) | (1,042) | ||||||||||
Marfrig Holdings (Europe) B.V | - | - | - | - | 113,258 | 91,345 | (273,909) | (255,551) | - | - | ||||||||||
MF Foods USA LLC | 28,895 | 8,354 | - | - | - | - | - | - | - | - | ||||||||||
Weston Importers Ltd. | 5,409,774 | 4,607,482 | - | - | 48,057 | 58,858 | (595,869) | (411,310) | - | - | ||||||||||
Marfrig Beef International Ltd. | - | - | - | - | 75,940 | 66,617 | - | - | - | - | ||||||||||
Marfrig Beef (UK) Limited | - | - | - | - | - | - | (9) | (23) | - | - | ||||||||||
Marb Bondco PLC | - | - | - | - | - | - | (180) | (425) | - | - | ||||||||||
Marfrig NBM Holdings Limited | - | - | - | - | 3 | 8 | - | - | - | - | ||||||||||
NBM US Holdings, Inc. | - | - | - | - | 11,832 | (13) | (7,736) | (2,820) | (97,399) | (58,025) | ||||||||||
Beef Holdings Limited | - | - | - | - | 1 | 1 | - | - | - | - | ||||||||||
MFG Holdings SAU | - | 2,185 | - | - | 24,783 | 22,158 | - | - | (5,278) | (4,133) | ||||||||||
Quickfood S.A. | - | - | (1,378) | - | - | - | - | - | - | - | ||||||||||
MFG US Holding, LLC | - | - | - | - | 5 | - | - | - | - | - | ||||||||||
BRF S.A. | 407,942 | 307,116 | (63,611) | (53,386) | - | - | (2,825) | - | (16,970) | - | ||||||||||
Plant Plus Foods Brasil Ltda. | 14,496 | 11,435 | - | - | - | - | - | - | - | - | ||||||||||
Controlling shareholders | 16 | 5 | - | - | - | - | - | - | - | - | ||||||||||
Key management personnel | 56 | 64 | (451) | (726) | - | - | - | - | - | - | ||||||||||
Other related parties (a) | 26 | 6 | (1,085,528) | (224,599) | - | - | - | - | - | - | ||||||||||
6,079,537 | 5,150,565 | (1,206,635) | (306,471) | 334,437 | 404,199 | (902,802) | (676,423) | (204,784) | (141,417) |
(a) | See Note 36.5 – Other related parties. |
The nature of related-party transactions between Marfrig Group companies is represented by commercial transactions (purchases and sales) and sending of cash for payment of such transactions, as well as for working capital.
Intercompany transactions (instruments receivable and payable) between parties (parent company and subsidiaries) are managed by checking accounts held between the companies based on the centralized cash system managed by the parent company.
Purchases and sales of products are made at market values. No guarantees or estimated losses on doubtful accounts are required. These transactions involve purchase and sale of fresh meat and cattle, poultry and lamb processed products.
Transactions between subsidiaries do not have an impact on the consolidated financial statements, given that they are eliminated in consolidation.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
36.2. Consolidated related parties
Consolidated | ||||||||||||||||
Outstanding balance | ||||||||||||||||
Trade accounts receivable | Trade accounts payable | Notes receivable | Advances to suppliers | |||||||||||||
12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | 12/31/2024 | 12/31/2023 | |||||||||
Controlling shareholders | 1 | - | - | - | - | - | - | - | ||||||||
Key management personnel | 9 | 4 | 466 | 488 | - | - | - | - | ||||||||
Plant Plus Foods LLC | - | - | - | - | 160 | 5,625 | - | - | ||||||||
Plant Plus Foods Brasil Ltda. | 2,007 | 7,677 | - | 130 | 9,509 | 9,375 | - | - | ||||||||
Other related parties (a) | 93 | 7 | 2,171 | - | 16,932 | 16,932 | 2,298,299 | 304,225 | ||||||||
2,110 | 7,688 | 2,637 | 618 | 26,601 | 31,932 | 2,298,299 | 304,225 |
(a) | See Note 36.5 – Other related parties. |
Consolidated | ||||||||
Recognized as profit or loss | ||||||||
Sales | Costs | |||||||
YTD | YTD | YTD | YTD | |||||
2024 | 2023 | 2024 | 2023 | |||||
Controlling shareholders | 16 | 5 | - | - | ||||
Key management personnel | 66 | 76 | (451) | (726) | ||||
Plant Plus Foods Brasil Ltda. | 14,497 | 11,435 | - | - | ||||
Other related parties (a) | 26 | 22 | (1,085,528) | (224,599) | ||||
14,605 | 11,538 | (1,085,979) | (225,325) |
(a) | See Note 36.5 – Other related parties. |
36.3. Related parties of assets held for sale
Parent | ||||||||
Recognized as profit or loss | ||||||||
Sales | Costs | |||||||
YTD | YTD | YTD | YTD | |||||
2024 | 2023 | 2024 | 2023 | |||||
Pampeano Alimentos S.A. | 169,775 | 215,905 | - | (36) | ||||
Marfrig Comercializadora de Energia Ltda. | - | - | (28,296) | (35,383) | ||||
Marfrig Chile S.A. | 173,688 | 187,567 | (1,301) | - | ||||
Frigorífico Tacuarembó S.A. | - | - | (24,941) | (19,434) | ||||
Inaler S.A. | - | - | - | (1,332) | ||||
Prestcott International S.A. | - | - | (4,653) | (7,241) | ||||
Establecimientos Colonia S.A. | - | 1,347 | (5,211) | (5,374) | ||||
MF Foods USA, LLC (Marfood) | - | 2,355 | - | - | ||||
Weston Importers Ltd. | 1,953,785 | 2,502,726 | - | - | ||||
National Beef Packing LLC | - | - | (55) | (372) | ||||
MFG Holdings SAU | 6,550 | 31,700 | - | (2,145) | ||||
Quickfood S.A. | - | - | (9,950) | (1,066) | ||||
BRF S.A. | 8,318 | 52,704 | - | (792) | ||||
Plant Plus Foods Brasil Ltda. | - | 207 | - | - | ||||
Controlling shareholders | - | 1 | - | - | ||||
Key management personnel | 47 | 81 | (4,643) | (7,259) | ||||
Other related parties (a) | 79 | 99 | (115,400) | (350,475) | ||||
2,312,242 | 2,994,692 | (194,450) | (430,909) |
(a) | See Note 36.5 – Other related parties. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Consolidated | ||||||||
Recognized as profit or loss | ||||||||
Sales | Costs | |||||||
YTD | YTD | YTD | YTD | |||||
2024 | 2023 | 2024 | 2023 | |||||
Controlling shareholders | - | 1 | - | - | ||||
Key management personnel | 55 | 81 | (4,643) | (7,259) | ||||
Plant Plus Foods Brasil Ltda. | - | 207 | - | - | ||||
Other related parties (a) | 79 | 99 | (115,400) | (350,475) | ||||
134 | 388 | (120,043) | (357,734) |
(a) | See Note 36.5 – Other related parties. |
36.4. Transactions with subsidiaries
On September 3, 2024, subsidiary BRF and the Parent company entered into a supply agreement through which subsidiary BRF will purchase inputs and meat products produced by Marfrig. The agreement will be effective for 24 months from the date of signature, and the invoicing will be made monthly by Marfrig, based on the volume of inputs and meat products acquired by subsidiary BRF. The expenditure estimated for all the agreement period is R$ 550,000.
36.5. Other related parties
The controlling shareholders own membership interests in other entities that have businesses with Marfrig Group. The aggregate amount of transactions is represented above as “other related parties”. Most of transactions refer primarily to sale of animals for slaughter. These transactions are carried out on an arm’s length basis, in accordance with internal guidelines formally established by the Company that are periodically verified by the Company’s Management to attest their compliance with market conditions.
The increase in this balance refers mainly to the contracts signed with MFG Agropecuária Ltda., in order to guarantee the supply of cattle starting in 2024. Based on an amendment signed between the parties, a credit from purchases made between March 2024 and December 2024 is granted, in the amount of R$ 111,558. The realization of this credit will occur starting in February 2025.
37. MANAGEMENT COMPENSATION
The compensation policy is designed to establish the criteria, responsibilities and directions for the short- or long-term compensation program of Marfrig Group’s Management (Bonus and Stock Option). The purpose of this policy is to motivate the Company’s executive officers to grow and develop to achieve maximum performance, in line with the business objectives, through a short- and long-term reward payout.
The Compensation, Corporate Governance and Human Resources Committee is the advisory body to the Board of Directors in assessing management compensation. The committee is composed solely of members of the Company’s Board of Directors and one of them is the Committee Coordinator.
The parameters used to determine management compensation are based on market practices.
37.1. Board of Directors
The compensation of the Board of Directors is set annually for each director and paid monthly, with no variable compensation. The board members’ compensation is determined through market research with the major companies in the industry whereby a compensation base is defined and submitted to the Company’s Compensation, Corporate Governance and Human Resources Committee for validation.
37.2. Officers appointed as per Bylaws
The Board of Executive Officers’ compensation consists of a fixed and a variable portion.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Fixed portion
An annual amount is set for each member and paid on a monthly basis.
Variable portion
Consists of short-term (bonus) and long-term (stock option) compensation. In general, the goals set by the Company for Management evaluation refer to economic objectives and individual goals. As part of the compensation payment, the Company may determine that up to 70% of its Managers’ variable compensation be paid by directly granting treasury shares, with the calculation of the share price, in accordance with Article 4, Sole Paragraph of CVM Resolution 77/22, based on the average share price in the last 20 trading sessions prior to the payment date of the variable compensation, which occurred on April 30, 2024.
The gain on the Stock Option Plan is tied to the appreciation of the market price of the share, i.e. the value added to the Company by the performance of the individual and the Management as a whole will reflect on the gain on the stock option plan, maintaining at the same time its interests in line with the Company’s interests in the long term.
The exercise price of the stock options related to share-based compensation under “Specific Programs” is the average of the last 20 trading sessions prior to the first business day of March of each year and the grant price with a 50% discount starting with the grants in 2010.
The vesting period follows these criteria:
● | 25% after 12 months of the grant; |
● | 25% after 24 months of the grant; |
● | 25% after 36 months of the grant; and |
● | 25% after 48 months of the grant. |
The officers’ compensation is determined through market research with the major companies in the industry whereby measurement criteria are established according to the significance of the position within the organization. The macro policies are approved by the Compensation, Corporate Governance and Human Resources Committee.
37.3. Audit Board
The Company’s Audit Board was set up after approval at the Annual General Meeting held on April 30, 2010. In the by-laws amended by the Special Shareholders’ Meeting held on March 11, 2011, the Audit Board became a permanent body. The Audit Board’s compensation is fixed on an annual basis and paid on a monthly basis. There is no variable portion.
37.4. Consolidated compensation
The compensation of Management and Board members is made up of the compensation of five members of the Board of Directors (the other two opted for not receiving compensation as board members, one of whom is also a member of the Statutory Board of Executive Officers and receives compensation from that body), six members of the Audit Board (three of whom are alternate members) and four officers appointed as per the Company’s bylaws.
The added value of the compensation received by the Company’s Management and Board members for their services is defined through market practices, with the participation of the Compensation, Corporate Governance and Human Resources Committee.
Description | 12/31/2024 | 12/31/2023 | |
Consolidated management compensation | 41,820 | 33,184 | |
Total | 41,820 | 33,184 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
37.5. Stock option plan
In 2024, a total of 30,311 shares were transferred to the Company’s Management under the stock option plans.
The changes in options exercised throughout the fiscal year are shown below:
Total options exercised by month | |||
Number of shares exercised | Average market price (R$ per share) (a) | ||
June/24 | 8,265 | 11.13 | |
September/24 | 22,046 | 14.22 | |
Options exercised in 2024 | 30,311 |
(a) Average monthly price disclosed by B3 S.A. - Brasil, Bolsa, Balcão of Marfrig’s common shares, ticker MRFG3.
Consolidated changes | 2024 | 2023 | |
(Options) | |||
Opening balance | 30,311 | 468,263 | |
Options exercised | (30,311) | (409,523) | |
Options canceled and expired | - | (28,429) | |
Closing balance | - | 30,311 |
The expected dilution of equity interest of current shareholders, when stock options are exercised at the vesting date, was closed as presented above.
The Company recognized expenses relating to the granting of plans in effect for 2024 and 2023, as detailed below:
Effects from the exercise of options (R$ ’000) | 2024 | 2023 | |
Amount received from disposal of shares - Exercised options | 187 | 1,128 | |
(-) Cost of treasury shares disposed of | (364) | (2,916) | |
Effect on disposal of shares | (177) | (1,788) |
Due to the exercise of stock options, the Company incurred costs with the sale of treasury shares of R$ 364. In 2024, the book value of treasury shares was recorded under the Company’s equity in the amount of R$ 64,620 (R$ 23,277 in 2023).
Changes to the stock option programs are presented below:
Plans | Granting date | Performance (vesting) period |
Option expiration date |
Options granted |
Vested options |
Options exercised in the period |
Options exercised and/or canceled in prior periods |
Outstanding agreements |
Option exercise price |
Options Exercised/Canceled in Previous Periods | 12,954,382 | 12,924,071 | - | 12,924,071 | 30,311 | - | |||
ESP XIV LP 19-20 | 11/11/2020 | 3/3/2024 | 2/9/2024 | 30,311 | 30,311 | 30,311 | - | - | R$ 6.1857 |
Total at | 12/31/2024 | 12,954,382 | 12,954,382 | 30,311 | 12,924,071 | - |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
37.6. Direct granting of shares
In 2024, 1,272,107 shares were transferred to the Company’s Management.
Total shares granted by month | |||
Period | Number of shares granted | ||
January | 1,378 | ||
February | 1,241 | ||
April | 458,636 | ||
May | 248,181 | ||
June | 12,140 | ||
July | 4,255 | ||
August | 4,300 | ||
September | 5,223 | ||
October | 418,492 | ||
November | 1,434 | ||
December | 116,827 | ||
Shares granted - 2024 | 1,272,107 |
38. ADDITIONAL INFORMATION OF THE CASH FLOW STATEMENTS
In compliance with items 43 and 44(a) of NBC TG 03/R3 (CVM Resolution 92/22) - Statement of Cash Flows, the following table presents the changes in liabilities from financing activities arising from operations with and without cash effect.
Parent | |||||||||||||
Description | Balance at December 31, 2023 |
|
Cash flow | New contracts |
Non-cash change | Balance at December 31, 2024 |
|||||||
Exchange rate fluctuation |
Reclassification to assets held for sale |
Other (a) | |||||||||||
Loans, financing and debentures | 12,394,670 | 600,919 | - | 1,238,252 | 5,280,407 | 1,739,610 | 21,253,858 | ||||||
Lease payable | 17,990 | (5,394) | 360,608 | - | (676) | 1,327 | 373,855 | ||||||
Capital reserves and treasury shares | (515,881) | (560,970) | - | (433,432) | - | (631,153) | (2,141,436) | ||||||
Financial investments and marketable securities | 2,087,328 | 3,630,618 | - | - | - | - | 5,717,946 | ||||||
13,984,107 | 3,665,173 | 360,608 | 804,820 | 5,279,731 | 1,109,784 | 25,204,223 |
(a) | The amounts presented under other for loans, financing, debentures and leases payable refer to interest expenses incurred, cost of issuing in financial operations and adjustment to present value of leases in the fiscal year. |
Consolidated | |||||||||||||
Description | Balance at December 31, 2023 |
Cash flow | Non-cash change | Balance at December 31, 2024 |
|||||||||
New contracts |
Exchange rate fluctuation |
Reclassification to assets held for sale |
Other (a) | ||||||||||
Non-controlling interest | 17,258,511 | (638,356) | - | (373,957) | - | 867,770 | 17,113,968 | ||||||
Loans, financing and debentures | 51,585,592 | (9,081,859) | - | 8,945,412 | 5,280,407 | 4,394,079 | 61,123,631 | ||||||
Lease payable | 4,238,561 | (1,314,391) | 1,736,088 | 212,189 | (676) | 24,429 | 4,896,200 | ||||||
Capital reserves and treasury shares | (515,881) | (1,210,856) | - | (433,432) | - | 18,733 | (2,141,436) | ||||||
Financial investments and marketable securities | 15,738,139 | 2,384,349 | - | 204,151 | - | - | 18,326,639 | ||||||
88,304,922 | (9,861,113) | 1,736,088 | 8,554,363 | 5,279,731 | 5,305,011 | 99,319,002 |
(a) | The amounts presented under other for loans, financing, debentures and leases payable refer to interest expenses incurred, cost of issuing in financial operations and adjustment to present value of leases in the fiscal year and for non-controlling interest refers to the amount attributed to profit or loss for the fiscal year. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated financial statements | |
Years ended December 31, 2024 and 2023 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
39. EVENTS AFTER THE REPORTING PERIOD
Sale of assets
On February 11, 2024, there was an update on the sale of Uruguay assets (“discontinued operation”), as disclosed in Note 12 – Assets and liabilities held for sale and discontinued operations.
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Exhibit 99.2
CONTENTS
Independent auditor's report | ||
Independent Auditor’s Report on the Separate and Consolidated Financial Statements | 03 | |
Financial Statements | ||
Balance sheet | 05 | |
Statement of income | 07 | |
Statement of comprehensive income | 08 | |
Statement of cash flows | 09 | |
Statement of changes in equity | 10 | |
Statement of value added | 11 | |
Management Report | ||
Management report | ||
Notes to the separate and consolidated financial statements | ||
1. | Operations | 12 |
2. | Presentation and preparation of the parent company and consolidated financial statements | 12 |
3. | Summary of material accounting policies | 14 |
Assets | ||
4. | Cash and cash equivalents | 18 |
5. | Financial investments and marketable securities | 18 |
6. | Trade accounts receivable | 20 |
7. | Inventories | 21 |
8. | Biological assets | 21 |
9. | Recoverable taxes | 22 |
10. | Notes receivable | 23 |
11. | Advances to suppliers | 23 |
12. | Assets and liabilities held for sale and discontinued operations | 24 |
13. | Deferred income and social contribution taxes | 25 |
14. | Investments | 25 |
15. | Investment property | 29 |
16. | Property, plant and equipment | 30 |
17. | Right-of-use assets | 31 |
18. | Intangible assets | 32 |
Liabilities and Equity | ||
19. | Trade accounts payable | 33 |
20. | Accrued payroll and related charges | 33 |
21. | Taxes payable | 34 |
22. | Loans, financing and debentures | 35 |
23. | Advances from customers | 37 |
24. | Lease payable | 37 |
25. | Notes payable | 39 |
26. | Provision for contingencies | 39 |
27. | Equity | 42 |
Income or Loss | ||
28. | Net sales revenue | 45 |
29. | Costs and expenses by nature | 46 |
30. | Net financial result | 46 |
31. | Earnings (loss) per share | 47 |
Financial instruments | ||
32. | Financial instruments and risk management | 47 |
Taxes on income | ||
33. | Income and social contribution taxes | 58 |
Other information | ||
34. | Segment reporting | 58 |
35. | Insurance coverage | 59 |
36. | Related-party transactions | 60 |
37. | Management compensation | 62 |
38. | Additional information of the cash flow statements | 63 |
39. | Events after the reporting period | 63 |
Statements | ||
Statement of executive officers on the financial statements | ||
Statement of executive officers on the independent auditors report |
(Free translation from the original issued in Portuguese. In the event of any discrepancies, the Portuguese language version shall prevail.)
Independent auditors' report on
review of interim
financial
information
Grant Thornton Auditores | |
Independentes Ltda. | |
Av. Eng. Luiz Carlos Berrini, 105 - | |
12o andar, Itaim Bibi - São Paulo (SP) | |
Brasil | |
T +55 11 3886-5100 | |
www.grantthorntan.com.br |
To the board of Directors and Shareholders of
Marfrig Global Foods S.A.
São Paulo – SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Marfrig Global Foods S.A. (the Company), comprised in the Quarterly Information Form for the quarter ended March 31, 2025, comprising the balance sheet as of March 31, 2025, and the respective statements of income, of comprehensive income, of changes in shareholders' equity and cash flows for the period of three months then ended, including the explanatory notes.
Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with NBC TG 21 – Interim Financial Reporting and with international standard IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board [Iasb], such as for the presentation of these information in accordance with the standards issued by the Brazilian Exchange Securities Commission, applicable to the preparation of interim financial information. Our responsibility is to express a conclusion on this interim financial information based on our review.
Review scope
We conducted our review in accordance with the Brazilian and International standards on reviews of interim information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). The review of interim information consists of making inquiries, primarily of persons responsible for the financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with audit standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved | Marfrig Global Foods | GTB52675 03
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the individual and consolidated interim financial information included in the quarterly information form referred to above has not been prepared, in all material respects, in accordance with NBC TG 21 and IAS 34 applicable to the preparation of interim financial information and presented in accordance with the standards issued by the Brazilian Securities Exchange Commission.
Other matters
Statements of value added
The quarterly information referred to above includes the individual and consolidated statements of value added for the period of three months ended March 31, 2025, prepared under the responsibility of the Company's management, and presented as supplementary information for the purposes of IAS 34. These statements were submitted to the same review procedures in conjunction with the review of the Company's interim financial information in the order to conclude they are reconciliated to the interim financial information and to the accounting records, as applicable, and whether the structure and content are in accordance with the criteria established in the NBC TG 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that the accompanying statements of value added were not prepared, in all material respects, in accordance with the individual and consolidated interim financial information taken as a whole.
São Paulo, May 15, 2025
Grant Thornton Auditores Independentes Ltda.
CRC 2SP-025.583/O-1
/s/ Jefferson Coelho Diniz |
Jefferson Coelho Diniz
Accountant CRC 1SP-277.007/O-8
© 2025 Grant Thornton Auditores Independentes Ltda. All rights reserved | Marfrig Global Foods | GTB52675 04
MARFRIG GLOBAL FOODS S.A. |
Balance sheet |
As at March 31, 2025 and December 31, 2024 |
(In thousands of Brazilian reais - R$) |
ASSETS | ||||||||||
Parent | Consolidated | |||||||||
NE | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||||||
CURRENT ASSETS | ||||||||||
Cash and cash equivalents | 4 | 263,664 | 732,320 | 3,855,210 | 4,516,687 | |||||
Financial investments and marketable securities | 5 | 3,074,381 | 5,717,946 | 16,121,532 | 18,002,828 | |||||
Trade accounts receivable | 6 | 8,285,525 | 9,153,215 | 7,919,133 | 9,175,814 | |||||
Inventories | 7 | 655,099 | 664,152 | 11,062,645 | 11,482,938 | |||||
Biological assets | 8 | - | - | 3,724,163 | 2,926,421 | |||||
Recoverable taxes | 9 | 900,359 | 756,930 | 3,801,014 | 3,235,325 | |||||
Prepaid expenses | 14,210 | 6,229 | 644,435 | 425,830 | ||||||
Notes receivable | 10 | 670,476 | 650,180 | 34,280 | 59,452 | |||||
Advances to suppliers | 11 | 57,021 | 2,458,770 | 419,009 | 2,739,402 | |||||
Derivative financial instruments | 32 | 4,967 | 8,629 | 253,747 | 84,969 | |||||
Restricted cash | - | - | 262,686 | 276,025 | ||||||
Dividends receivable | - | - | 1,169 | 851 | ||||||
Other receivables | 80,548 | 98,457 | 610,991 | 586,066 | ||||||
14,006,250 | 20,246,828 | 48,710,014 | 53,512,608 | |||||||
Assets held for sale | 12 | 931,355 | 999,649 | 1,343,629 | 1,422,058 | |||||
Total current assets | 14,937,605 | 21,246,477 | 50,053,643 | 54,934,666 | ||||||
NON-CURRENT ASSETS | ||||||||||
Financial investments and marketable securities | 5 | - | - | 291,374 | 323,811 | |||||
Trade accounts receivable | 6 | - | - | 24,767 | 22,620 | |||||
Judicial deposits | 55,871 | 58,201 | 489,427 | 487,501 | ||||||
Recoverable taxes | 9 | 5,404,988 | 5,509,034 | 9,601,944 | 10,141,498 | |||||
Notes receivable | 10 | 2,699,430 | 2,890,719 | 8,243 | 8,635 | |||||
Restricted cash | - | - | 64,287 | 60,790 | ||||||
Deferred income and social contribution taxes | 13 | 1,947,201 | 1,505,854 | 5,108,406 | 4,476,955 | |||||
Derivative financial instruments | 32 | 14,710 | 12 | 412,814 | 251,582 | |||||
Other receivables | 733 | 409 | 218,909 | 249,999 | ||||||
10,122,933 | 9,964,229 | 16,220,171 | 16,023,391 | |||||||
Biological assets | 8 | - | - | 3,385,909 | 1,787,237 | |||||
Investments | 14 | 25,450,335 | 23,231,783 | 700,270 | 224,843 | |||||
Investment property | 15 | 120,317 | 116,794 | 120,317 | 116,794 | |||||
Property, plant and equipment | 16 | 2,257,478 | 2,217,560 | 40,427,521 | 41,246,113 | |||||
Right-of-use assets | 17 | 340,603 | 359,527 | 4,775,229 | 4,049,362 | |||||
Intangible assets | 18 | 225,817 | 232,139 | 19,671,286 | 19,127,733 | |||||
28,394,550 | 26,157,803 | 69,080,532 | 66,552,082 | |||||||
Total non-current assets | 38,517,483 | 36,122,032 | 85,300,703 | 82,575,473 | ||||||
TOTAL ASSETS | 53,455,088 | 57,368,509 | 135,354,346 | 137,510,139 |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
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MARFRIG GLOBAL FOODS S.A. |
Balance sheet |
As at March 31, 2025 and December 31, 2024 |
(In thousands of Brazilian reais - R$) |
LIABILITIES AND EQUITY | ||||||||||
Parent | Consolidated | |||||||||
NE | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||||||
CURRENT LIABILITIES | ||||||||||
Trade accounts payable | 19 | 1,695,094 | 1,801,269 | 20,897,879 | 20,261,845 | |||||
Accrued payroll and related charges | 20 | 186,092 | 217,460 | 2,372,190 | 2,351,893 | |||||
Taxes payable | 21 | 22,679 | 18,818 | 1,215,626 | 1,236,661 | |||||
Loans, financing and debentures | 22 | 2,989,160 | 4,479,301 | 6,621,740 | 8,352,851 | |||||
Advances from customers | 23 | 4,470,046 | 4,789,380 | 5,570,128 | 6,089,060 | |||||
Lease payable | 24 | 34,158 | 29,004 | 1,246,651 | 1,204,466 | |||||
Notes payable | 25 | 74 | 62,360 | 272,447 | 220,653 | |||||
Provision for contingencies | 26 | - | - | 721,318 | 784,296 | |||||
Derivative financial instruments | 32 | 46,134 | 63,917 | 104,999 | 450,945 | |||||
Dividends and interest on equity paid | 165 | 284 | 2,971 | 2,792 | ||||||
Other payables | 22,504 | 16,113 | 1,150,340 | 1,242,969 | ||||||
9,466,106 | 11,477,906 | 40,176,289 | 42,198,431 | |||||||
Liabilities related to held-for-sale assets | 12 | - | - | 847,228 | 767,344 | |||||
Total current liabilities | 9,466,106 | 11,477,906 | 41,023,517 | 42,965,775 | ||||||
NON-CURRENT LIABILITIES | ||||||||||
Deferred income and social contribution taxes | 13 | - | - | 9,525,016 | 8,755,947 | |||||
Trade accounts payable | 19 | - | - | 6,108 | 11,767 | |||||
Accrued payroll and related charges | 20 | - | - | 457,797 | 467,127 | |||||
Taxes payable | 21 | 848 | 58,867 | 196,041 | 258,302 | |||||
Loans, financing and debentures | 22 | 17,824,694 | 16,774,557 | 51,261,829 | 52,770,780 | |||||
Lease payable | 24 | 338,737 | 344,851 | 4,444,635 | 3,691,734 | |||||
Notes payable | 25 | 21,732,699 | 24,486,804 | 31,812 | 39,156 | |||||
Provision for contingencies | 26 | 285,963 | 222,059 | 6,632,557 | 6,607,415 | |||||
Derivative financial instruments | 32 | 989,575 | 1,179,321 | 1,198,809 | 1,415,527 | |||||
Other payables | - | - | 525,353 | 588,497 | ||||||
Total non-current liabilities | 41,172,516 | 43,066,459 | 74,279,957 | 74,606,252 | ||||||
EQUITY | ||||||||||
Share capital | 27.1 | 10,367,391 | 10,367,391 | 10,367,391 | 10,367,391 | |||||
Capital reserve and treasury shares | 27.2 | (1,943,472) | (2,141,436) | (1,943,472) | (2,141,436) | |||||
Legal reserve | 27.3 | 624,664 | 624,664 | 624,664 | 624,664 | |||||
Tax incentive reserve | 27.4 | 964,286 | 964,286 | 964,286 | 964,286 | |||||
Earnings reserve | 27.5 | 2,637,330 | 2,637,330 | 2,637,330 | 2,637,330 | |||||
Other comprehensive income | 27.6 | (9,921,865) | (9,628,091) | (9,921,865) | (9,628,091) | |||||
Retained earnings | 88,132 | - | 88,132 | - | ||||||
Controlling shareholders’ equity | 2,816,466 | 2,824,144 | 2,816,466 | 2,824,144 | ||||||
Non-controlling interest | - | - | 17,234,406 | 17,113,968 | ||||||
Total equity | 2,816,466 | 2,824,144 | 20,050,872 | 19,938,112 | ||||||
TOTAL LIABILITIES AND EQUITY | 53,455,088 | 57,368,509 | 135,354,346 | 137,510,139 |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
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MARFRIG GLOBAL FOODS S.A. | ||||||||||
Statement of income | ||||||||||
Periods ended March 31, 2025 and 2024 | ||||||||||
(In thousands of Brazilian reais - R$, except earnings per share) | ||||||||||
Parent | Consolidated | |||||||||
YTD | YTD | YTD | YTD | |||||||
NE | 2025 | 2024 | 2025 | 2024 | ||||||
NET SALES REVENUE | 28 | 2,481,488 | 2,141,416 | 39,405,009 | 31,590,916 | |||||
Cost of products and goods sold | 29 | (1,941,657) | (1,757,286) | (34,762,076) | (27,753,193) | |||||
GROSS PROFIT | 539,831 | 384,130 | 4,642,933 | 3,837,723 | ||||||
Operating expenses | (58,200) | (316,799) | (3,369,289) | (2,961,053) | ||||||
Selling expenses | 29 | (135,885) | (128,810) | (2,738,153) | (2,468,695) | |||||
General and administrative expenses | 29 | (89,018) | (48,225) | (646,965) | (464,744) | |||||
Equity in earnings (losses) of subsidiaries | 14 | 190,643 | (154,103) | 1,922 | (14,407) | |||||
Other operating income (expenses) | (23,940) | 14,339 | 13,907 | (13,207) | ||||||
Net income before financial income (expenses) | 481,631 | 67,331 | 1,273,644 | 876,670 | ||||||
Net financial result | 30 | (834,330) | (109,319) | (1,340,081) | (972,504) | |||||
Financial income | 1,431,575 | 824,554 | 3,731,428 | 1,926,083 | ||||||
Financial expenses | (2,265,905) | (933,873) | (5,071,509) | (2,898,587) | ||||||
LOSS BEFORE TAXES | (352,699) | (41,988) | (66,437) | (95,834) | ||||||
Income and social contribution taxes | 441,347 | 68,913 | 491,801 | 228,168 | ||||||
Current income and social contribution taxes | 33 | - | 27,016 | (85,105) | (93,563) | |||||
Deferred income and social contribution taxes | 33 | 441,347 | 41,897 | 576,906 | 321,731 | |||||
NET PROFIT FOR THE PERIOD FROM CONTINUED OPERATIONS | 88,648 | 26,925 | 425,364 | 132,334 | ||||||
Net income (loss) for the period from discontinued operations | 12 | (744) | 35,693 | (744) | 35,652 | |||||
Net income for the period from continuing and discontinued operations | 87,904 | 62,618 | 424,620 | 167,986 | ||||||
Net income attributable to: | ||||||||||
Controlling interest - continuing operation | 88,648 | 26,925 | 88,648 | 26,925 | ||||||
Controlling interest - discontinued operation | (744) | 35,693 | (744) | 35,693 | ||||||
Controlling interest | 87,904 | 62,618 | 87,904 | 62,618 | ||||||
Non-controlling interest - continuing operation | - | - | 336,716 | 105,409 | ||||||
Non-controlling interest - discontinued operation | - | - | - | (41) | ||||||
Non-controlling interest | - | - | 336,716 | 105,368 | ||||||
87,904 | 62,618 | 424,620 | 167,986 | |||||||
Basic and diluted earnings per share - common continuing operation | 0.1023 | 0.0423 | 0.1023 | 0.0423 | ||||||
Basic and diluted earnings (losses) per share - common discontinued operation | (0.0009) | 0.0561 | (0.0009) | 0.0561 | ||||||
BASIC AND DILUTED EARNINGS (LOSSES) PER SHARE - COMMON | 31 | 0.1014 | 0.0984 | 0.1014 | 0.0984 |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
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MARFRIG GLOBAL FOODS S.A. |
Statement of comprehensive income |
Periods ended March 31, 2025 and 2024 |
(In thousands of Brazilian reais - R$) |
Parent | Consolidated | ||||||
YTD | YTD | YTD | YTD | ||||
2024 | 2023 | 2024 | 2023 | ||||
NET INCOME FOR THE PERIOD | 87,904 | 62,618 | 424,620 | 167,986 | |||
Exchange variation on net investments and balance sheet translation | (430,913) | 22,884 | (493,033) | 82,964 | |||
Gains (losses) on net investment hedge | 52,043 | (29,491) | 103,071 | (58,909) | |||
Gains (losses) on net interest hedge | 158,276 | (139,991) | 158,276 | (139,991) | |||
Actuarial gains (losses) on pension plans and post-employment benefits | 632 | (3,590) | 1,252 | (7,169) | |||
Gains on investments at FVOCI | 324 | - | 642 | - | |||
Equity amounts related to assets held for sale | (74,136) | (38,805) | (74,136) | (38,805) | |||
Total comprehensive income for the period | (293,774) | (188,993) | (303,928) | (161,910) | |||
TOTAL COMPREHENSIVE INCOME | (205,870) | (126,375) | 120,692 | 6,076 | |||
Attributable to: | |||||||
Controlling interest - continuing operation | (205,126) | (162,068) | (205,126) | (162,068) | |||
Controlling interest - discontinued operation | (744) | 35,693 | (744) | 35,693 | |||
Controlling interest | (205,870) | (126,375) | (205,870) | (126,375) | |||
Non-controlling interest - continuing operation | - | - | 326,562 | 132,492 | |||
Non-controlling interest - discontinued operation | - | - | - | (41) | |||
Non-controlling interest | - | - | 326,562 | 132,451 |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
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MARFRIG GLOBAL FOODS S.A. |
Statement of cash flows |
Periods ended March 31, 2025 and 2024 |
(In thousands of Brazilian reais - R$) |
Parent | Consolidated | ||||||||
YTD | YTD | YTD | YTD | ||||||
2025 | 2024 | 2025 | 2024 | ||||||
NET INCOME FROM CONTINUING OPERATIONS IN THE PERIOD | 88,648 | 26,925 | 88,648 | 26,925 | |||||
NON-CASH ITEMS | 449,556 | 218,558 | 3,634,612 | 2,915,338 | |||||
Depreciation and amortization | 63,609 | 33,731 | 1,794,756 | 1,696,151 | |||||
Non-controlling interest | - | - | 336,716 | 105,409 | |||||
Provision for contingencies | 81,492 | 17,916 | 169,462 | 137,229 | |||||
Deferred taxes and tax liabilities | (441,347) | (41,897) | (576,906) | (321,731) | |||||
Equity in earnings of subsidiaries | (190,643) | 154,103 | (1,922) | 14,407 | |||||
Exchange variation on financing | (52,207) | 80,432 | (837,547) | 389,642 | |||||
Exchange variation on other assets and liabilities | 204,254 | (440,651) | 926,434 | (493,776) | |||||
Interest expenses on financial debt | 674,258 | 407,094 | 1,456,873 | 1,073,583 | |||||
Interest expenses on finance lease | 259 | 328 | 104,014 | 98,462 | |||||
Cost with issue of financial operations | 19,252 | 9,394 | 50,343 | 35,919 | |||||
Adjustment to present value and market-to-market | 5 | 40 | 293,076 | 170,957 | |||||
Estimated (reversion) losses on inventories | 2,053 | (1,806) | 5,064 | (7,032) | |||||
Estimated losses on doubtful accounts | 115 | 248 | 9,775 | 30,448 | |||||
Estimated losses on non-realization of recoverable taxes | 91,960 | - | 95,809 | 3,473 | |||||
Revaluation of investment property | (3,523) | (1,629) | (3,523) | (1,629) | |||||
Other non-cash effects | 19 | 1,255 | (187,812) | (16,174) | |||||
EQUITY CHANGES | (1,909,207) | (2,170,205) | (762,689) | (1,555,561) | |||||
Trade accounts receivable | 485,927 | 506,520 | 333,699 | 1,413,167 | |||||
Inventories | 7,000 | (48,315) | (15,766) | 377,901 | |||||
Biological assets - current | - | - | (166,447) | (126,190) | |||||
Judicial deposits and contingencies | (15,258) | (14,538) | (203,895) | (105,721) | |||||
Accrued payroll and related charges | (31,368) | (2,592) | (12,756) | (134,445) | |||||
Trade accounts payable and supplier chain financing | 292,213 | (1,738,468) | 927,984 | (3,084,886) | |||||
Current and deferred taxes | (178,029) | 4,557 | 7,942 | 275,148 | |||||
Notes receivable and payable | (2,240,520) | (985,483) | (1,159,947) | (23,992) | |||||
Derivative financial instruments | (245,167) | 108,550 | (196,156) | 51,441 | |||||
Other assets and liabilities | 15,995 | (436) | (277,347) | (197,984) | |||||
CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES | (1,371,003) | (1,924,722) | 2,960,571 | 1,386,702 | |||||
Investments | (58,267) | (26,859) | (511,106) | (39,485) | |||||
Cash from acquisition of related-party | - | - | 15,272 | - | |||||
Investments in fixed assets | (78,300) | (84,752) | (501,747) | (409,289) | |||||
Investments in non-current biological assets | - | - | (389,802) | (353,243) | |||||
Investments in intangible assets | - | - | (48,352) | (41,018) | |||||
Financial investments and marketable securities | 2,643,565 | (1,657,645) | 1,831,292 | (1,379,097) | |||||
CASH FLOW PROVIDED BY (USED IN) INVESTING ACTIVITIES | 2,506,998 | (1,769,256) | 395,557 | (2,222,132) | |||||
Loans and financing | (1,081,307) | 601,244 | (2,409,049) | (1,928,968) | |||||
Loans obtained | 1,864,571 | 1,521,407 | 24,060,233 | 18,582,974 | |||||
Loans settled | (2,945,878) | (920,163) | (26,469,282) | (20,511,942) | |||||
Payment of derivatives - fair value hedge | - | - | (52,867) | (85,737) | |||||
Leases paid | (1,224) | (1,366) | (302,346) | (294,627) | |||||
Treasury shares | (383,037) | (63,928) | (799,778) | (199,023) | |||||
Dividends received (paid) in the period | (119) | 993,300 | (119) | - | |||||
CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES | (1,465,687) | 1,529,250 | (3,564,159) | (2,508,355) | |||||
Exchange variation on cash and equivalents | (138,964) | 76,661 | (568,340) | 335,960 | |||||
Discontinued operations net of cash | - | 250,861 | 114,894 | 241,475 | |||||
CASH FLOW IN THE PERIOD | (468,656) | (1,837,206) | (661,477) | (2,766,350) | |||||
CASH AND CASH EQUIVALENTS | |||||||||
Balance at end of the period | 263,664 | 103,031 | 3,855,210 | 3,693,862 | |||||
Balance at beginning of the period | 732,320 | 1,940,237 | 4,516,687 | 6,460,212 | |||||
CHANGE IN THE PERIOD | (468,656) | (1,837,206) | (661,477) | (2,766,350) |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
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MARFRIG GLOBAL FOODS S.A. |
Statement of changes in equity |
Periods ended March 31, 2025 and 2024 |
(In thousands of Brazilian reais - R$) |
Share capital | Capital
reserve and treasury shares |
Legal reserve | Tax
incentive reserve |
Earnings reserve |
Other comprehensive income |
Acumulated losses |
Total | Total
non- controlling interest |
Total equity | |||||||||||
AT DECEMBER 31, 2023 | 10,367,391 | (515,881) | 484,848 | 229,403 | 2,927,390 | (5,861,827) | - | 7,631,324 | 17,258,511 | 24,889,835 | ||||||||||
Cumulative translation adjustment and asset valuation adjustment | - | (49,710) | - | - | - | 22,884 | 229 | (26,597) | 60,080 | 33,483 | ||||||||||
Aquisition of treasury shares | - | (63,928) | - | - | - | - | - | (63,928) | - | (63,928) | ||||||||||
Losses on net investment hedge | - | - | - | - | - | (29,491) | - | (29,491) | (29,418) | (58,909) | ||||||||||
Losses on net interest hedge | - | - | - | - | - | (139,991) | - | (139,991) | - | (139,991) | ||||||||||
Actuarial losses on pension plans and post-employment benefits | - | - | - | - | - | (3,590) | - | (3,590) | (3,579) | (7,169) | ||||||||||
Share-based payment in subsidiary BRF | - | 2,810 | - | - | - | - | - | 2,810 | 2,802 | 5,612 | ||||||||||
Treasury shares in subsidiary BRF | - | (67,631) | - | - | - | - | - | (67,631) | (67,464) | (135,095) | ||||||||||
Gain on BRF capital transactions | - | 1,012 | - | - | - | - | - | 1,012 | 1,012 | |||||||||||
Equity amounts related to assets held for sale | - | - | - | - | - | (38,805) | - | (38,805) | (38,805) | |||||||||||
Net income for the period | - | - | - | - | - | - | 62,618 | 62,618 | 105,368 | 167,986 | ||||||||||
AT MARCH 31, 2024 | 10,367,391 | (693,328) | 484,848 | 229,403 | 2,927,390 | (6,050,820) | 62,847 | 7,327,731 | 17,326,300 | 24,654,031 | ||||||||||
Share capital | Capital
reserve and treasury shares |
Legal reserve | Tax
incentive reserve |
Earnings reserve |
Other comprehensive income |
Retained earnings |
Total | Total
non- controlling interest |
Total equity | |||||||||||
AT DECEMBER 31, 2024 | 10,367,391 | (2,141,436) | 624,664 | 964,286 | 2,637,330 | (9,628,091) | - | 2,824,144 | 17,113,968 | 19,938,112 | ||||||||||
Cumulative translation adjustment and asset valuation adjustment | - | 144,186 | - | - | - | (430,913) | 228 | (286,499) | (62,120) | (348,619) | ||||||||||
Aquisition of treasury shares | - | (383,037) | - | - | - | - | - | (383,037) | - | (383,037) | ||||||||||
Gains on net investment hedge | - | - | - | - | - | 52,043 | - | 52,043 | 51,028 | 103,071 | ||||||||||
Gains on net interest hedge | - | - | - | - | - | 158,276 | - | 158,276 | - | 158,276 | ||||||||||
Actuarial gains on pension plans and post-employment benefits | - | - | - | - | - | 632 | - | 632 | 620 | 1,252 | ||||||||||
Gains on investments at FVOCI | - | - | - | - | - | 324 | - | 324 | 318 | 642 | ||||||||||
Share-based payment in subsidiary BRF | - | 197 | - | - | - | - | - | 197 | 193 | 390 | ||||||||||
Treasury shares in subsidiary BRF | - | (210,424) | - | - | - | - | - | (210,424) | (206,317) | (416,741) | ||||||||||
Capital transactions with related party | - | 647,042 | - | - | - | - | - | 647,042 | - | 647,042 | ||||||||||
Equity amounts related to assets held for sale | - | - | - | - | - | (74,136) | - | (74,136) | - | (74,136) | ||||||||||
Net income for the period | - | - | - | - | - | - | 87,904 | 87,904 | 336,716 | 424,620 | ||||||||||
AT MARCH 31, 2025 | 10,367,391 | (1,943,472) | 624,664 | 964,286 | 2,637,330 | (9,921,865) | 88,132 | 2,816,466 | 17,234,406 | 20,050,872 |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
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MARFRIG GLOBAL FOODS S.A. |
Statement of value added |
Periods ended March 31, 2025 and 2024 |
(In thousands of Brazilian reais - R$) |
Parent | Consolidated | |||||||
YTD | YTD | YTD | YTD | |||||
2025 | 2024 | 2025 | 2024 | |||||
REVENUE | 2,664,975 | 2,298,227 | 42,228,357 | 33,831,571 | ||||
Sales of goods and services | 2,664,931 | 2,298,330 | 41,847,203 | 33,640,436 | ||||
Other revenues | 159 | 145 | 390,929 | 221,583 | ||||
Estimated losses on doubtful accounts | (115) | (248) | (9,775) | (30,448) | ||||
INPUTS PURCHASED FROM THIRD PARTIES (including taxes - ICMS, IPI, PIS and COFINS) | 2,032,680 | 1,815,311 | 33,916,778 | 26,737,798 | ||||
Cost of goods sold and services rendered | 1,586,327 | 1,505,917 | 28,106,430 | 22,220,478 | ||||
Materials, energy, outsourced services and other | 444,300 | 311,200 | 5,805,284 | 4,524,352 | ||||
Impairment/recovery of assets | 2,053 | (1,806) | 5,064 | (7,032) | ||||
GROSS VALUE ADDED | 632,295 | 482,916 | 8,311,579 | 7,093,773 | ||||
Depreciation and amortization | 63,609 | 33,731 | 1,794,756 | 1,696,151 | ||||
NET VALUE CREATED BY THE COMPANY | 568,686 | 449,185 | 6,516,823 | 5,397,622 | ||||
VALUE ADDED RECEIVED THROUGH TRANSFER | 1,621,474 | 1,004,124 | 3,836,305 | 2,412,701 | ||||
Equity in earnings (losses) of subsidiaries | 190,643 | (154,103) | 1,922 | (14,407) | ||||
Financial income | 1,431,575 | 824,554 | 3,731,428 | 1,926,083 | ||||
Discontinued operation | (744) | 333,673 | 102,955 | 501,025 | ||||
TOTAL VALUE ADDED TO BE DISTRIBUTED | 2,190,160 | 1,453,309 | 10,353,128 | 7,810,323 | ||||
VALUE ADDED DISTRIBUTION | 2,190,160 | 1,453,309 | 10,353,128 | 7,810,323 | ||||
EMPLOYEES | 178,290 | 138,236 | 3,539,585 | 2,997,259 | ||||
Direct compensation | 130,023 | 104,151 | 2,867,417 | 2,441,898 | ||||
Benefits | 37,114 | 26,148 | 570,512 | 465,390 | ||||
FGTS (severance pay fund) | 11,153 | 7,937 | 101,656 | 89,971 | ||||
TAXES PAYABLE | (346,662) | 16,586 | 1,115,259 | 1,193,471 | ||||
Federal | (393,246) | (32,004) | 253,734 | 366,938 | ||||
State | 42,625 | 44,095 | 839,799 | 803,108 | ||||
Municipal | 3,959 | 4,495 | 21,726 | 23,425 | ||||
VALUE DISTRIBUTED TO PROVIDERS OF CAPITAL | 2,270,628 | 1,235,869 | 5,273,664 | 3,451,607 | ||||
Financial expenses | 2,265,905 | 933,873 | 5,071,509 | 2,898,587 | ||||
Rentals | 4,723 | 4,016 | 98,456 | 87,648 | ||||
Discontinued operation | - | 297,980 | 103,699 | 465,372 | ||||
VALUE DISTRIBUTED TO SHAREHOLDERS | 87,904 | 62,618 | 424,620 | 167,986 | ||||
Net income from operations in the period | 87,904 | 62,618 | 87,904 | 62,618 | ||||
Non-controlling interest | - | - | 336,716 | 105,368 |
The accompanying notes are an integral part of the individual and consolidated interim financial statements.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
1. OPERATIONS
Marfrig Global Foods S.A. (“Company” or “Marfrig”) is a multinational corporation operating in the food industry, in the food service, retail and convenience, industrial and export channels in Brazil and around the world. With a production footprint spanning the Americas, it has a diversified and comprehensive portfolio of products and its operations are founded on its commitment to excellence and quality, which has assured its products presence in the world’s largest restaurant chains and supermarkets, as well as homes in nearly 100 countries. The Company’s activities include the production, processing, further processing, sale and distribution of animal-based products (beef, pork, lamb, fish and poultry), pastas, margarine, pet food, plant-based proteins, including also breeding, rearing and confinement processes and agricultural production focused on the cultivation of grains and fodder for animal feed. The Company is domiciled in Brazil and headquartered in the city of São Paulo.
The Company is a publicly held corporation with its shares listed on the New Market listing segment of the Brazilian Stock Exchange B3 S.A. – Brasil, Bolsa, Balcão (“B3”) under the ticker MRFG3. Because it is listed on the Novo Mercado special corporate governance segment of B3, the Company is subject to arbitration under the Market Arbitration Chamber, pursuant to the arbitration clause in its by-laws. It also trades as a Level I American Depositary Receipt (ADR), under the ticker MRRTY, on the Over-the-Counter (OTC) Market in the United States. Each ADR (USOTC:MRRTY) corresponds to one common share (BOV:MRFG3).
The Company’s stock is also a component of the main performance indicators of Brazil’s Capital Markets, such as the Bovespa Index. The Company stock is also a component of the stock indexes of the Brazilian Stock Exchange: Bovespa Index (IBOV); Value Index (IVBX 2); Agribusiness Index (AGFS - IAGRO); BM&FBOVESPA Broad Brazil Index (IBrA); Brazil Index 100 (IBrX 100); Brazil Index 50 (IBrX 50); Consumption Index (ICON); Corporate Governance Trade Index (IGCT); Special Corporate Governance Stock Index (IGC); Novo Mercado Corporate Governance Index (IGC-NM); Industrial Sector Index (INDX); Special Tag-Along Stock Index (ITAG); Small Cap Index (MLCX); and BM&FBOVESPA Dividend Index (IDIV B3). The Company's stock is also part of the sustainability reference index: Carbon Efficient Index (ICO2).
2. PRESENTATION AND PREPARATION OF THE INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL STATEMENTS
The Management of the Company approved the issue of these individual and consolidated interim financial statements on May 15, 2025, and warrants that, based on its judgment, all material information is substantiated and corresponds to that used in its management activities.
2.1. Statement of compliance
Consolidated interim financial statements
The Company’s consolidated interim financial statements were prepared and are presented in accordance with accounting policies adopted in Brazil and with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).
The accounting policies adopted in Brazil include those provided for in Brazilian Corporation Law, the Brazilian Accounting Standards (NBCs) and resolutions and instructions issued by the Securities and Exchange Commission of Brazil (CVM).
The individual and consolidated Statement of Value Added is required under Brazilian Corporation Law and the accounting policies adopted in Brazil applicable to listed companies. IFRS standards do not require said statement. As a result, under IFRS, this statement is being presented as supplementary information, without prejudice to the complete set of interim financial statements.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Individual interim financial statements
The parent company interim financial statements were prepared based on the accounting policies adopted in Brazil and resolutions issued by CFC and are disclosed jointly with the consolidated financial statements, observing the accounting guidelines based on Brazilian Corporation Law (Federal Law 6,404/76), which include the provisions introduced, amended and revoked by Law 11,638 of December 28, 2007 and Law 11,941 of May 27, 2009. The aforementioned laws include other changes, but only the main changes occurred for the Company are presented.
There is no difference between the equity and consolidated income (loss) and the parent’s equity and income (loss) disclosed in the interim financial statements. Thus, the interim financial statements are being presented in the same document.
2.2. Basis of presentation
The interim financial statements were prepared on the historical cost basis, unless otherwise stated. Assets, liabilities and financial instruments, when indicated, may be stated at fair value.
The preparation of interim financial statements in accordance with IFRS and NBCs requires the use of certain accounting estimates by the Company’s management. The areas involving judgment or the use of estimates relevant for the financial statements are mentioned in Note 3.1.3 to the financial statements as of December 31, 2024.
The interim financial statements are denominated in Brazilian real (R$), which is the Company’s functional and reporting currency.
2.3. Functional currency
The interim financial statements of each consolidated subsidiary and those used as a basis for accounting for investments under the equity method are prepared using the functional currency of each entity.
Under NBC TG 02/R3 (CVM Resolution 91/22) – The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements, functional currency is the currency of the primary economic environment in which the entity operates. To define the functional currency of each subsidiary, Management considered which currency significantly influences the sale price of their goods and services and the currency in which most of their production input costs are paid or incurred.
2.4. Foreign currency translation
Transactions and balances
Foreign currency transactions are translated into the functional currency of the Company using the exchange rate at the transaction date. Gains and losses resulting from the difference between the monetary asset and liability balance translation at the end of the period or year and the translation of the transaction balances are recognized in the statement of income. Non-monetary assets and liabilities in foreign currency measured at fair value are translated at the exchange rate on the date on which their fair value is determined and the differences resulting from such translation will be recognized under other comprehensive income on the closing date of each period or fiscal year.
Group companies
The results of operations and the financial position of all consolidated subsidiaries and investments accounted for under the equity method, whose functional currency differs from the reporting currency, are translated from the reporting currency, as follows:
a) | Asset and liability balances are translated using the exchange rate in effect at the date of the consolidated financial statements; |
b) | Statement of income accounts are translated using the monthly average exchange rate, except for subsidiaries located in hyperinflationary economies (closing rate); and |
c) | All differences arising from the foreign currency translation are recognized in equity and in the statement of comprehensive income under “Cumulative translation adjustment”. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES
3.1. Material accounting policies
The individual and consolidated interim financial statements were prepared in accordance with NBC TG 21/R4 (CVM Resolution 102/22) – Interim Financial Statements, which sets forth the minimum interim accounting information to be reported and the principles of recognition and measurement for complete or condensed interim financial statements. Thus, the quarterly information presented here was prepared based on the accounting policies and estimate calculation methods used while preparing the annual financial statements for the year ended December 31, 2024. There has been no change in said policies and estimate calculation methods.
As allowed by NBC TG 21/R4 (CVM Resolution 102/22) and based on the recommendations contained in Official Letter CVM/SNC/SEP/No. 003/2011, management chose not to report once again the details presented in note 3 to the annual financial statements for the year ended December 31, 2024, with the summary of material accounting policies, to avoid repeating the information already disclosed in its latest annual financial statements. As a result, users must read these individual and consolidated interim financial statements together with the annual individual and consolidated financial statements for the year ended December 31, 2024, to have a better understanding.
3.2. New standards and interpretations
3.2.1. New and revised standards applied
Management believes that the following standards or technical interpretations have not had and will not have significant impacts on the Company:
Standard |
Description |
Effective date |
IAS 28/ CPC 18 (R3) |
CVM Resolution 211 makes Technical Pronouncement CPC 18 (R3) – Investments in Associates and Joint Ventures, issued by the Brazilian Accounting Pronouncements Committee (CPC), mandatory for listed companies, pursuant to Appendix “A” of the Resolution, revoking CVM Resolution 118. |
Effective for annual periods beginning on or after January 1, 2025.
|
ICPC 09 (R3) | CVM Resolution 212 makes Technical Interpretation ICPC 09 (R3) – Individual Financial Statements, Separate Statements, Consolidated Statements and Application of the Equity Method, issued by the CPC, mandatory for listed companies, revoking CVM Resolution 124. |
Effective for annual periods beginning on or after January 1, 2025.
|
IAS 21/ CPC 02 (R2)
IFRS 1/ CPC 37 (R1) |
CVM Resolution 213 makes Revision Document of Technical Pronouncement 27, issued by the CPC, mandatory for listed companies. The document presents amendments to Technical Pronouncements CPC 02 (R2) - The Effects of Changes in Foreign Exchange Rates and Translation of Financial Statements and CPC 37 (R1) - First-time Adoption of the International Financial Reporting Standards. |
Effective for annual periods beginning on or after January 1, 2025.
|
IAS 21/ CPC 02 (R2) |
The amendments require the disclosure of information that allows users of financial statements to understand the impact of a currency not being exchangeable. |
Effective for annual periods beginning on or after January 1, 2025.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
3.2.2 New standards, amendments and interpretations to existing standards that are not yet mandatory or effective at March 31, 2025
Management is assessing whether the following standards and amendments will have significant impacts on the Company:
Standard | Description | Effective date |
IFRS S1 – (CVM Resolution
IFRS S2 – (CVM Resolution |
On December 26, 2023, CVM approved Resolution 193/23, which establishes the voluntary option for disclosure of sustainability-related financial information, in accordance with the standards issued by the International Sustainability Standard Board (“ISSB”), which provide new requirements for disclosure of sustainability-related risks and opportunities and specific climate-related disclosures, respectively. Accordingly, listed companies, investment funds and securitization companies | may voluntarily adopt these requirements for annual periods beginning on or after January 1, 2024 and adoption will be mandatory for annual periods beginning on or after January 1, 2026. |
IFRS 18 | The IFRS Accounting Standards, international standard-setting body, issued, on April 9, 2024, IFRS 18 - Presentation and Disclosure in Financial Statements. This standard is the result of a project initiated in April 2016 and now, issued in final form, will modify mainly the presentation format of the Statement of Profit or Loss and require new information related to management-defined performance measures; and |
Effective for annual periods beginning on or after January 1, 2027.
|
IFRS 19 | The IFRS Accounting Standards, international standard-setting body, issued, on May 9, 2024, the new standard IFRS 19, entitled “Subsidiaries without Public Accountability: Disclosures”. This standard aims to allow an eligible subsidiary to provide reduced disclosures when applying IFRS Standards in the preparation of its financial statements. To be eligible, the entity must be a subsidiary, must not have public accountability, and must have a parent that publishes consolidated financial statements, available for public use, that comply with IFRS Standards. |
Effective for annual periods beginning on or after January 1, 2027.
|
3.3. International Tax Reform
In December 2021, the Organization for Economic Cooperation and Development (“OCDE”) disclosed the rules of the Pillar Two applicable to multinational groups with consolidated revenues exceeding € 750 million in at least two of the last four years. These rules require the calculation of the effective tax rate in each jurisdiction where they operate, and if this rate is lower than the minimum defined rate of 15%, the multinational group will be required to pay a supplementary amount.
Since 2024, the Company has applied these rules in Austria, South Africa, Netherlands, United Kingdom and Turkey, with no significant impacts to date. In Brazil, the partial adoption of Pillar Two occurred through Provisional Measure 1,262, Regulatory Instruction 2,228/24 and Law 15,079/24, which introduced the Qualified Domestic Minimum Top-up Tax (QDMTT), as an addition to the CSLL, effective as from January 1, 2025. The Company continues to assess the potential impacts of this new taxation to the Group.
3.4. Consolidated financial statements
The consolidated accounting information includes information about the Company and its subsidiaries. The interim accounting information of foreign subsidiaries was prepared in accordance with the law of each country where the companies are located and was converted into the accounting policies issued by the IFRS Accounting Standards.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The table below presents the direct (blue) and indirect equity interests included in the interim financial statements:
EQUITY INTEREST | |
Parent | Core activity |
Marfrig Global Foods S.A. |
Processing of products (formed by cattle slaughter facilities in operation, which are also used in beef processing, and for the manufacture of animal nutrition products) and sale of animal-based (beef, pork, lamb, fish and poultry) and plant-based proteins. Located in the States of São Paulo, Mato Grosso, Mato Grosso do Sul and Rio Grande do Sul, in addition to distribution centers in the States of São Paulo, Rio de Janeiro and Rio Grande do Sul, which are also used for beef processing.
|
SUBSIDIARIES | CORE ACTIVITY |
Masplen Ltd. | Holding company |
Pampeano Alimentos S.A. | Producer of canned meat and other processed products |
MFG Agropecuária Ltda. | Agricultural activities, related foreign trade, provision of livestock services, supply of labor and operation as holding company. |
Agropecuária Jacarezinho Ltda. | Exploration, marketing, provision of services and technical assistance related to livestock (cattle breeding) |
Fazenda São Marcelo Ltda. | Exploration and trade of livestock (cattle breeding) and agricultural products. |
Marfrig Overseas Ltd. | Specific purpose entity - SPE |
Marfrig Comercializadora de Energia Ltda. | Energy trading and associated services |
Inaler S.A. (a) | Processing and marketing of products |
Establecimientos Colonia S.A. (a) | Processing and marketing of products |
Frigorífico Tacuarembó S.A. | Processing and marketing of products |
Indusol S.A. | Specific Purpose Entity - SPE for commission of industry in Uruguay |
Prestcott International S.A. (a) | Holding company |
Cledinor S.A. | Manufacturing and trade of products: beef and lumb |
Abilun S.A. | Holding company |
Dicasold S.A. | Marketing and distribution of food products |
Marfrig Chile S.A. | Processing and marketing of products |
MFG Holdings SAU | Holding company |
Quickfood S.A. | Processing and marketing of products |
Estancias del Sur S.A. (b) | Processing and marketing of products |
Marfrig Holdings (Europe) B.V. | Holding company whose purpose is to raise funds |
Marfrig Beef (UK) Limited | Holding company |
Weston Importers Ltd. | Trading |
MARB Bondco PLC | Holding company whose purpose is to raise funds |
MBC Bondco Limited (b) | Holding company whose purpose is to raise funds |
Marfrig Beef International Ltd. | Holding company |
MFG US Holdings, LLC | Holding company |
Marfrig NBM Holdings Ltd. | Holding company |
Marfrig US Holdings, LLC | Holding company |
Beef Holdings Limited | Holding company |
COFCO Keystone Supply Chain (H. Kong) Investment Ltd. | Joint venture |
COFCO Keystone Supply Chain (China) Investment Ltd. | Joint venture |
NBM US Holdings, Inc. | Holding company whose purpose is to raise funds |
MF Foods USA LLC | Marketing of products |
Plant Plus Foods , LLC (c) | Processing and marketing of products |
Plant Plus Foods Brasil Ltda. (c) | Processing and marketing of products |
Plant Plus Foods Canada Inc. (b) | Processing and marketing of products |
VG HilarysEatWell, LCC (b) | Processing and marketing of products |
National Beef Packing Company, LLC | Processing and marketing of products |
Iowa Premium, LLC | Processing and marketing of products |
National Carriers, Inc. | Transportation |
NCI Leasing, Inc. | Leasing transportation |
National Beef California, LP | Processing and marketing of products |
National Beef Japan, Inc. | Marketing of products |
National Beef Korea, Ltd. | Marketing of products |
Kansas City Steak Company, LLC | DTC Marketing of products |
National Elite Transportation, LLC | Transportation |
National Beef Leathers, LLC | Processing of leather |
National Beef de León S. de R.L. de C.V. | Processing of leather |
National Beef Ohio, LLC | Processing and marketing of products |
National Beef aLF, LLC | Holding company |
alF Ventures, LLV | Processing and marketing of products |
Zutfray S.A. | Processing and marketing of products |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
EQUITY INTEREST - CONTINUED | |
SUBSIDIARIES | CORE ACTIVITY |
BRF S.A. | Processing and marketing of products |
BRF GmbH | Holding company |
BRF Foods UK Ltd. | Provision of administrative and marketing services |
BRF Arabia Holding Company JCS | Holding company |
Addoha Poultry Company (d) | Processing and marketing of products |
Al Samina Agricultural Production Company (d) | Raising broiler chickens |
BRF Arabia Food Industry Ltd. | Preparation of meat, seafood and production of oils and fats |
BRF Foods GmbH (e) | Processing, import and sale of products |
BRF Foods LLC | Processing, import and sale of products |
Al Khan Foodstuff LLC ("AKF") (f) | Import, sale and distribution of products |
TBQ Foods GmbH | Holding company |
Banvit Bandirma Vitaminli Yem Sanayii AS | Import, processing and sale of products |
BRF Global Company Nigeria Ltd. | Provision of marketing and logistics services |
BRF Global Company South Africa Proprietary Ltd. | Provision of administrative, marketing and logistics services |
BRF Global GmbH | Holding and trading |
BRF Japan KK | Provision of services, import, export, manufacturing and trade of products |
BRF Korea LLC | Provision of marketing and logistics services |
BRF Kuwait Food Supply Management Co. (f) | Import, sale and distribution of products |
BRF Shanghai Management Consulting Co. Ltd. | Provision of consulting and marketing services |
BRF Shanghai Trading Co. Ltd. | Import, export and sale of products |
BRF Singapore Foods PTE Ltd. | Provision of administrative, marketing and logistics services |
Eclipse Holding Cöoperatief U.A. | Holding company |
ProudFood Lda. | Import and sale of products |
Sadia Chile SpA | Import, export and sale of products |
One Foods Holdings Ltd. | Holding company |
Al-Wafi Food Products Factory Sole Propr. LLC | Import, export, processing and sale of products |
Badi Ltd. | Holding company |
Al-Wafi Al-Takamol International for Foods Products | Import and sale of products |
Joody Al Sharqiya Food Production Factory LLC | Import and sale of products |
Federal Foods LLC (f) | Import, sale and distribution of products |
Federal Foods Qatar (f) | Import, sale and distribution of products |
BRF Energia S.A. | Energy trading |
BRF Pet S.A. | Production and sale of animal feed and nutrients |
Hecosul Alimentos Ltda. (g) | Production and sale of animal feed |
Hercosul Distribuição Ltda. (g) | Import, export, wholesale and retail of products |
Hercosul International S.R.L. | Production, export, import of animal feed and nutrition products |
Hercosul Soluções em Transportes Ltda. | Road freight |
Mogiana Alimentos S.A. | Production, distribution and sale of pet food products |
Potengi Holdings S.A. (h) | Holding company |
PR-SAD Administração de Bem Próprio S.A. | Asset management |
Sadia Alimentos S.A.U. | Holding company |
Sadia Uruguay S.A. | Import and sale of products |
MBR investimentos Ltda. | Holding of interests in companies, management of companies and enterprises and management of company-owned assets |
(a) Assets held for sale.
(b) The operations of subsidiaries MBC Bondco Limited, VG HilarysEatWell LLC and PlantPlus Foods Canada Inc. were discontinued in 2024 and the operation of Estancias del Sur S.A. will be discontinued in 2025. These companies are in the process of corporate closure.
(c) With the completion of acquisitions of interests of (subsidiary) BRF S.A. in Plant Plus Foods, LLC. and Plant Plus Brasil, which occurred, respectively, on January 23, 2025 and February 14, 2025, these subsidiaries began to be consolidated in the Company's accounting information.
(d) On January 14, 2025, a shareholders' agreement was signed ensuring effective participation in the management of Addoha. Al Samina is a wholly owned subsidiary of Addoha.
(e) On February 1, 2025, BRF Foods GmbH was merged into BRF GmbH.
(f) For these entities, there are agreements that guarantee total economic rights, except for AKF, for which the economic rights are 99%.
(g) On January 2, 2025, subsidiaries Hercosul Alimentos Ltda. and Hercosul Distribution Ltda. were merged into Mogiana Alimentos S.A.
(h) Associate with a subsidiary of Auren Energia S.A., whose economic interest is 24%.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
4. CASH AND CASH EQUIVALENTS
Cash and cash equivalents group is composed of cash and demand deposits, as follows:
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Cash and banks | 31,476 | 716,435 | 2,578,667 | 3,321,225 | |
Cash equivalents | 232,188 | 15,885 | 1,276,543 | 1,195,462 | |
263,664 | 732,320 | 3,855,210 | 4,516,687 |
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Cash and cash equivalents | |||||
Brazilian real | 232,621 | 18,257 | 470,329 | 322,396 | |
US dollar | 30,840 | 713,852 | 2,824,952 | 3,486,396 | |
Euro | 203 | 211 | 52,226 | 30,694 | |
Turkish Lira | - | - | 4,807 | 6,348 | |
Saudi Riyal | - | - | 96,753 | 256,879 | |
Other | - | - | 406,143 | 413,974 | |
263,664 | 732,320 | 3,855,210 | 4,516,687 |
5. FINANCIAL INVESTMENTS AND MARKETABLE SECURITIES
The table below shows the financial investments and marketable securities by type:
Parent | |||||
PMPV (a) | Currency | Average interest rate p.a. |
03/31/2025 | 12/31/2024 | |
Financial investments: | |||||
Bank Deposit Certificates - CDB | - | BRL | 14.30% | 564,946 | 1,570,296 |
Repurchase and reverse repurchase agreements | - | BRL | 13.96% | 1,156,691 | 2,730,075 |
Brazilian prize-draw investment bonds | - | BRL | - | 1,763 | 1,763 |
Time deposit | - | USD | 4.32% | 1,273,577 | 1,271,870 |
FIDC (b) | 0.29 | BRL | 18.15% | 26,901 | 27,592 |
Investment fund | - | BRL | 11.83% | 2,323 | 69,576 |
Total financial investments | 3,026,201 | 5,671,172 | |||
Marketable securities | |||||
LFT - Financial Treasury Bill (c) | 0.43 | BRL | 14.25% | 48,180 | 46,774 |
Total marketable securities | 48,180 | 46,774 | |||
TOTAL FINANCIAL INVESTMENTS AND MARKETABLE SECURITIES | 48,180 | 5,717,946 | |||
Total financial investments and marketable securities | 3,074,381 | 5,717,946 |
(a) Weighted average maturity in years.
(b) The average term presented in the FIDC transaction is not linked to the immediate realization of the investment, which can be made by the Company without any financial burden.
(c) The average term presented in the LFT transaction is not linked to the immediate realization of the investment, which can be made by the Company without any financial burden.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Consolidated | |||||
PMPV (a) | Currency | Average
interest rate p.a.% |
03/31/2025 | 12/31/2024 | |
Financial investments: | |||||
Bank Deposit Certificates - CDB | 0.28 | BRL | 14.25% | 6,394,273 | 5,287,255 |
Repurchase and reverse repurchase agreements | - | BRL | 13.48% | 1,501,420 | 3,229,238 |
Fixed-income securities | - | BRL | 9.12% | 19,985 | - |
Brazilian prize-draw investment bonds | - | BRL | - | 1,786 | 1,763 |
Offshore note | - | BRL | - | - | 1,501,608 |
Time deposit (b) | 0.06 | Turkish Lira | 45.23% | 830,673 | 715,371 |
Time deposit (b) | 0.03 | USD | 3.96% | 5,946,791 | 5,104,085 |
Time deposit (b) | 0.29 | South Korean Won | 2.63% | 82 | 87 |
Time deposit (b) | 0.49 | Paraguayan Guarani | 4.94% | 7,200 | 7,900 |
Time deposit (b) | 0.01 | Arab Dirham | 3.25% | 104,818 | 102,947 |
Time deposit (b) | 0.01 | Saudi Riyal | 5.50% | 254,426 | 959,103 |
Time deposit (b) | 0.20 | AOA | 11.22% | 53,125 | 55,449 |
FIDC (c) | 0.61 | BRL | 10.71% | 45,566 | 46,042 |
Investment fund | - | BRL | 11.83% | 2,323 | 69,576 |
Total financial investments | 15,162,468 | 17,080,424 | |||
Marketable securities | |||||
B3 marketable securities | 0.08 | BRL | - | 20 | 20 |
LFT - Financial Treasury Bill (c) | 0.64 | BRL | 12.97% | 84,257 | 81,805 |
NTN - National Treasury Notes | 8.52 | BRL | 11.63% | 893,451 | 859,029 |
ADRs securities(d) | 1.08 | USD | - | 14,356 | 15,481 |
External credit note(e) | 5.05 | USD | 6.81% | 258,354 | 289,880 |
Total marketable securities | 1,250,438 | 1,246,215 | |||
Total financial investments and marketable securities | 16,412,906 | 18,326,639 | |||
Current assets | 16,121,532 | 18,002,828 | |||
Non-current assets | 291,374 | 323,811 |
(a) | Weighted average maturity in years. |
(b) | Transactions have daily liquidity and can be redeemed at any time. |
(c) | The average term presented is not linked to the immediate realization of the investment, which can be made by the Company without any financial burden. |
(d) | Represented by shares of Aleph Farms, Ltd. |
(e) | Investments in private securities and Angolan Government securities, which are presented net of expected credit losses in the amount of R$ 23,255 (R$ 22,530 at December 31, 2024). Refer to Bonds in US Dollars, with a weighted average rate of 6.81% (6.82% in December 2024). |
Subsidiary BRF pledged the amount of R$ 26,100 (R$ 69,753 in December 2024) as collateral, with no restrictions, for future contracts traded on the B3, referring to cash and cash equivalents and marketable securities.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
6. TRADE ACCOUNTS RECEIVABLE
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Trade accounts receivable – domestic | 154,971 | 225,362 | 3,971,399 | 5,052,649 | |
Third parties | 85,765 | 158,864 | 3,971,384 | 5,050,539 | |
Related parties(a) | 69,206 | 66,498 | 15 | 2,110 | |
Trade accounts receivable – foreign | 8,130,554 | 8,927,853 | 3,972,501 | 4,145,785 | |
Third parties | 57,011 | 98,895 | 3,972,501 | 4,145,785 | |
Related parties(a) | 8,073,543 | 8,828,958 | - | - | |
8,285,525 | 9,153,215 | 7,943,900 | 9,198,434 | ||
Amounts not yet due | 8,201,151 | 9,122,711 | 6,432,160 | 7,758,085 | |
Amounts overdue: | |||||
From 1 to 30 days | 2,747 | 29,751 | 1,166,485 | 1,206,429 | |
From 31 to 60 days | 75 | 428 | 203,614 | 169,517 | |
From 61 to 90 days | 81,552 | 325 | 143,365 | 84,528 | |
More than 90 days | 44,175 | 44,060 | 869,515 | 829,723 | |
(-) Present value adjustment | - | - | (32,888) | (39,291) | |
(-) Estimated losses on doubtful accounts | (44,175) | (44,060) | (838,351) | (810,557) | |
8,285,525 | 9,153,215 | 7,943,900 | 9,198,434 | ||
Current assets | 8,285,525 | 9,153,215 | 7,919,133 | 9,175,814 | |
Non-current assets | - | - | 24,767 | 22,620 |
(a) Trade accounts receivable with related parties are detailed in Note 36 – Related-party transactions.
The estimated loss on doubtful accounts was set up in an amount deemed sufficient by Management to cover any losses on the realization of its receivables, based on the individual and historical analysis of outstanding receivables.
Changes in estimated losses on doubtful accounts are as follows:
Parent | Consolidated | ||
Balance at December 31, 2024 | (44,060) | (810,557) | |
Estimate accrued, net | (115) | (9,775) | |
Write-offs | - | (60,421) | |
Translation gains (losses) | - | 43,871 | |
Acquisition of related party | - | (1,469) | |
Balance at March 31, 2025 | (44,175) | (838,351) |
In June 2014, a receivables backed investment (Fundo de Investimento de Direitos Creditórios - FIDC) was created to sell a portion of the receivables from the installment sale in the domestic market, in the amount of R$ 150,000 (principal). In the period ended March 2025, there were R$ 99,913 in invoices negotiated with the fund MRFG (R$ 106,196 in December 2024).
The Company, through its subsidiary BRF, conducts credit assignments with no right of recourse with Fundo de Investimento em Direitos Creditórios Clientes BRF (“FIDC BRF II”), which exclusively operates in acquiring credit rights arising from commercial transactions carried out with customers in Brazil.
In the period ended March 2025, FIDC BRF II had an outstanding balance of R$ 979,936 (R$ 959,434 in December 2024) related to such credit rights, which were derecognized from the Company's balance sheet at the time of assignment.
In the period ended March 2025, subsidiary BRF has insurance, letters of credit and other guarantees referring to sales in installments in foreign markets, in the amount of R$ 1,561,120 (R$ 1,441,599 in December 2024).
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
7. INVENTORIES
Inventories of finished products were carried at average purchase and/or production cost, as explained below:
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Finished products | 542,776 | 541,100 | 6,663,868 | 6,808,523 | |
Work in progress | - | - | 588,374 | 545,729 | |
Raw materials | 27,951 | 29,654 | 1,920,419 | 2,325,265 | |
Packaging and storeroom supplies | 91,849 | 98,822 | 2,061,271 | 1,954,807 | |
(-) Present value adjustment (a) | - | - | (130,994) | (115,546) | |
(-) Estimated losses | (7,477) | (5,424) | (40,293) | (35,840) | |
655,099 | 664,152 | 11,062,645 | 11,482,938 |
(a) Refers to the balancing entry of initial recording of the adjustment to present value of trade accounts payable of subsidiary BRF, which is allocated to costs according to the inventory turnover.
The Company grounds its estimates on historical losses and assessment of subsequent realization (market), as follows:
Parent | Consolidated | ||
Balance at December 31, 2024 | (5,424) | (35,840) | |
Estimate accrued, net | (2,053) | (5,064) | |
Translation gains (losses) | - | 611 | |
Balance at March 31, 2025 | (7,477) | (40,293) |
The Company’s Management assessed the estimated net realizable value for inventories, and concluded that the recognized amount is sufficient.
8. BIOLOGICAL ASSETS
Biological assets comprise cattle, poultry, pigs, forestry and plantations as detailed below:
Consolidated | ||
03/31/2025 | 12/31/2024 | |
Biological assets - cattle | 738,545 | 81,788 |
Biological assets - poultry | 1,157,745 | 1,110,101 |
Biological assets - pigs | 1,807,949 | 1,734,532 |
Biological assets - plantations | 19,924 | - |
Biological assets - current | 3,724,163 | 2,926,421 |
Biological assets - cattle | 1,566,030 | - |
Biological assets - poultry | 696,558 | 677,210 |
Biological assets - pigs | 639,811 | 639,689 |
Biological assets - forestry | 483,510 | 470,338 |
Biological assets - non-current | 3,385,909 | 1,787,237 |
Total | 7,110,072 | 4,713,658 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
8.1. Changes in biological assets (current)
Consolidated | |||||
Cattle | Poultry | Pigs | Plantations | Total | |
Balance at December 31, 2024 | 81,788 | 1,110,101 | 1,734,532 | - | 2,926,421 |
Increase due to acquisitions | 45,742 | 4,205,107 | 2,674,102 | - | 6,924,951 |
Acquisition of related party | 641,968 | - | - | 19,924 | 661,892 |
Animal feeding expenses | 13,538 | - | - | - | 13,538 |
Decrease due to sales | (7,236) | - | - | - | (7,236) |
Net decrease due to deaths | (230) | - | - | - | (230) |
Changes in fair value less costs to sell | 6,335 | 875,401 | 138,837 | - | 1,020,573 |
Translation gains (losses) | (7,257) | (23,341) | - | - | (30,598) |
Transfers to inventories | (36,103) | (5,009,523) | (2,739,522) | - | (7,785,148) |
Balance at March 31, 2025 | 738,545 | 1,157,745 | 1,807,949 | 19,924 | 3,724,163 |
8.2. Changes in biological assets (non-current)
Consolidated | |||||
Cattle | Poultry | Pigs | Forestry | Total | |
Balance at December 31, 2024 | - | 677,210 | 639,689 | 470,338 | 1,787,237 |
Increase due to acquisitions | - | 52,426 | 137,799 | 23,004 | 213,229 |
Acquisition of related party | 1,566,030 | - | - | - | 1,566,030 |
Changes in fair value less costs to sell | - | 211,984 | (35,411) | - | 176,573 |
Depreciation / depletion | - | (238,962) | (102,266) | (10,245) | (351,473) |
Reclassification(a) | - | - | - | 413 | 413 |
Translation gains (losses) | - | (6,100) | - | - | (6,100) |
Balance at March 31, 2025 | 1,566,030 | 696,558 | 639,811 | 483,510 | 3,385,909 |
(a) | Amounts reclassified from right-of-use assets. |
Subsidiary BRF has forestry areas pledged as collateral for financing, tax and civil contingencies in the amount of R$ 57,501 in the period ended March 31, 2025 (R$ 70,025 in December 2024).
9. RECOVERABLE TAXES
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
ICMS and IVA (State VAT) | 384,959 | 388,487 | 2,962,506 | 2,914,034 | |
IPI (Excise Tax) | 3,675 | 3,622 | 1,191,822 | 1,182,006 | |
INSS (National Institute of Social Security) | - | - | 420,545 | 422,163 | |
PIS and COFINS (taxes on sales) credits | 2,317,661 | 2,209,820 | 4,417,785 | 4,370,281 | |
IRRF, IRPJ and CSLL (taxes on income) recoverable | 3,904,614 | 3,877,914 | 4,722,985 | 4,702,802 | |
Other | 15,923 | 15,646 | 202,135 | 203,938 | |
(-) Estimated impairment | (321,485) | (229,525) | (514,820) | (418,401) | |
6,305,347 | 6,265,964 | 13,402,958 | 13,376,823 | ||
Current assets | 900,359 | 756,930 | 3,801,014 | 3,235,325 | |
Non-current assets | 5,404,988 | 5,509,034 | 9,601,944 | 10,141,498 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
9.1. ICMS (State VAT)
Up to March 31, 2025, R$ 336,000 (R$ 256,000 in December 2024) had been transferred and subsidiary BRF offset R$ 247,144 (R$178,076 in December 2024) related to the agreement for the acquisition of R$ 463,000 in ICMS credits determined in the State of São Paulo and owned by the Parent, considering a discount compatible with the market. The credits are being used according to the monthly calculation of subsidiary BRF in the State, with full offset expected up to July 2025.
9.2. Estimated impairment of taxes
Estimated losses were calculated based on Management's best judgment of the realization of the Company's recoverable taxes balances, on PIS and COFINS credits in Brazil and taxes on financial transactions in Argentina.
In the period ended March 2025, the changes in this item were as follows:
Parent | Consolidated | ||
Balance at December 31, 2024 | (229,525) | (418,401) | |
Net estimate (a) | (91,960) | (95,809) | |
Acquisition of related party | - | (733) | |
Translation gains (losses) | - | 123 | |
Balance at March 31, 2025 | (321,485) | (514,820) |
(a) | Based on its assessment, the Company concluded that it was necessary to recognize impairment of PIS and COFINS taxes and taxes on financial transactions, in March 2025, in an amount considered sufficient to cover any losses on realization of such tax credits. |
10. NOTES RECEIVABLE
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Related parties(a) | 3,368,827 | 3,539,815 | - | 26,601 | |
Sale of poultry farm (b) | - | - | 37,315 | 38,255 | |
Adjustment to present value | - | - | (4,829) | (5,910) | |
Other notes receivable (c) | 1,079 | 1,084 | 10,037 | 9,141 | |
3,369,906 | 3,540,899 | 42,523 | 68,087 | ||
Current assets | 670,476 | 650,180 | 34,280 | 59,452 | |
Non-current assets | 2,699,430 | 2,890,719 | 8,243 | 8,635 |
(a) | The amount presented in the Parent refers mostly to balances resulting from loan transactions with its subsidiaries, as described in Note 36 – Related-party transactions. |
(b) | The amount presented substantially refers to the sale of poultry farms in Guatambu and Concordia. |
(c) | The amount presented substantially refers to the sale of a hatchery in Caxias do Sul. |
11. ADVANCES TO SUPPLIERS
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Third parties | 57,021 | 160,471 | 418,762 | 441,103 | |
Related parties(a) | - | 2,298,299 | 247 | 2,298,299 | |
57,021 | 2,458,770 | 419,009 | 2,739,402 |
(a) | The balances of advances to suppliers with related parties are detailed in Note 36 - Related-party transactions. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
12. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS
On February 11, 2025, pursuant to the Material Fact disclosed, Minerva S.A. (“Minerva”) submitted a new request to the Comisión de Promoción Y Defensa de la Competencia (“Coprodec”) for approval of the acquisition of the “Uruguay Operation”. Considering the latest opinion of Coprodec regarding the original request, Minerva submitted an alternative proposal.
The proposal submitted does not entail any change to the conditions originally agreed in the asset sale and purchase agreement of August 28, 2023.
The individual and consolidated assets and liabilities held for sale in relation to the Uruguay assets, considering the elimination of balances between the group’s companies, are as follows:
Assets | Liabilities | |||||||
Parent | Consolidated | Parent | Consolidated | |||||
CURRENT ASSETS | 03/31/2025 | 03/31/2025 | CURRENT LIABILITIES | 03/31/2025 | 03/31/2025 | |||
Cash and cash equivalents | - | 105,004 | Trade accounts payable - third parties | - | 395,835 | |||
Financial investments and marketable securities | - | 11,922 | Accrued payroll and related charges | - | 74,389 | |||
Trade accounts receivable - third parties | - | 14,462 | Taxes payable | - | 26,230 | |||
Inventories | - | 147,572 | Loans and financing | - | 199,993 | |||
Recoverable taxes | - | 17,369 | Advances from customers - third parties | - | 362 | |||
Advances to suppliers | - | 2,299 | Other payables | - | 13,679 | |||
Other receivables | - | 3,784 | ||||||
- | 302,412 | - | 710,488 | |||||
NON-CURRENT ASSETS | NON-CURRENT LIABILITIES | |||||||
Deferred income and social contribution taxes | - | 32,877 | Deferred income and social contribution taxes | - | 1,714 | |||
Loans and financing | - | 135,026 | ||||||
- | 32,877 | - | 136,740 | |||||
Investments | 931,355 | - | ||||||
Property, plant and equipment | - | 392,168 | ||||||
Intangible assets | - | 616,172 | ||||||
931,355 | 1,008,340 | |||||||
931,355 | 1,041,217 | |||||||
TOTAL ASSETS HELD FOR SALE | 931,355 | 1,343,629 | TOTAL LIABILITIES RELATED TO ASSETS HELD FOR SALE | - | 847,228 |
The results of discontinued operations in the periods ended March 2025 and 2024, considering the elimination of balances between the group’s companies, are presented below:
Parent | Consolidated | ||||
YTD | YTD | YTD | YTD | ||
2025 | 2024 | 2025 | 2024 | ||
NET SALES REVENUE | - | 1,101,710 | 74,720 | 750,785 | |
Cost of products and goods sold | - | (869,361) | (23,580) | (506,303) | |
GROSS PROFIT | - | 232,349 | 51,140 | 244,482 | |
Operating income (expenses) | (744) | (129,638) | (47,935) | (162,527) | |
Net financial result | - | (142,445) | (6,710) | (127,168) | |
Profit (loss) before taxes | (744) | (39,734) | (3,505) | (45,213) | |
INCOME AND SOCIAL CONTRIBUTION TAXES | - | 75,427 | 2,761 | 80,865 | |
Net income (loss) for the period from discontinued operations | (744) | 35,693 | (744) | 35,652 | |
Controlling interest - discontinued operation | (744) | 35,693 | (744) | 35,693 | |
Non-controlling interest - discontinued operation | - | - | - | (41) | |
(744) | 35,693 | (744) | 35,652 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The discontinued cash flow in the periods ended March 2025 and 2024, considering the elimination of balances between the group’s companies, is presented below:
Parent | Consolidated | ||||
YTD | YTD | YTD | YTD | ||
2025 | 2024 | 2025 | 2024 | ||
Parent’s profit (loss) for the period - discontinued | (744) | 35,693 | (744) | 35,693 | |
Non-cash items | 744 | 99,776 | 4,031 | 115,703 | |
Equity changes | - | (80,430) | 115,463 | (12,988) | |
Cash flow provided by operating activities | - | 55,039 | 118,750 | 138,408 | |
Cash flow used in investing activities | - | (8,676) | (12,181) | (22,209) | |
Cash flow provided by (used in ) in financing activities | - | 204,379 | (2,057) | 162,369 | |
Exchange variation on cash and equivalents - discontinued operation | - | - | (5,697) | 5,755 | |
Cash flow for the period | - | 250,742 | 98,815 | 284,323 | |
(-) Cash and cash equivalents | - | (119) | (16,079) | 42,848 | |
Discontinued operations net of cash | - | 250,861 | 114,894 | 241,475 | |
13. DEFERRED INCOME AND SOCIAL CONTRIBUTION TAXES
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Income tax | 1,431,033 | 1,106,513 | 3,943,835 | 3,443,414 | |
Social contribution tax | 516,168 | 399,341 | 1,164,571 | 1,033,541 | |
Deferred tax assets | 1,947,201 | 1,505,854 | 5,108,406 | 4,476,955 | |
Income tax | - | - | (7,053,562) | (6,489,730) | |
Social contribution tax | - | - | (2,471,454) | (2,266,217) | |
Deferred tax liabilities | - | - | (9,525,016) | (8,755,947) | |
Total deferred taxes | 1,947,201 | 1,505,854 | (4,416,610) | (4,278,992) |
The following table presents the breakdown of deferred taxes:
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Income tax losses | 2,574,915 | 2,543,291 | 5,860,363 | 5,406,582 | |
Social contribution tax loss carryforwards | 927,965 | 916,580 | 2,014,398 | 1,845,843 | |
Temporary differences - assets | 225,920 | 191,399 | 2,423,121 | 2,008,544 | |
Temporary differences - liabilities | (1,781,599) | (2,145,416) | (14,714,492) | (13,539,961) | |
Deferred taxes, net | 1,947,201 | 1,505,854 | (4,416,610) | (4,278,992) |
14. INVESTMENTS
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Interest in subsidiaries and associates | 25,194,002 | 22,955,323 | - | - | |
Goodwill derived from business combinations | 246,323 | 266,450 | - | - | |
Other investments (a) | 10,010 | 10,010 | 700,270 | 224,843 | |
25,450,335 | 23,231,783 | 700,270 | 224,843 |
(a) Investment in joint ventures, which is updated using the equity method, or investment in companies, recognized at cost.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
14.1. Direct investments by the parent
Information and changes on investments in subsidiaries in the period ended March 2025 is shown below:
Marfrig Chile S.A. | Frigorífico Tacuarembó S.A. | Masplen Ltd | Marfrig Overseas Ltd. | Marfrig Comercializadora de Energia Ltda. | Marfrig Holdings (Europe) B.V | Marfrig Beef (UK) Limited | Marfrig Beef International Ltd. | Abilun S.A. | MFG Holdings SAU | Quickfood S.A. | BRF S.A. | PlantPlus Brasil | Zutfray S.A. | Pampeano S.A. | |||||||||||||||||
Shares/Units of interest | 10,000 | 163,518,797 | 5,050 | 1 | 40,000,000 | 426,842 | 2,001 | 2,001 | 400,000 | 300,000,000 | 83,071,700,036 | 1,682,473,246 | 28,921,047 | 10,000 | 2,019,572,730 | ||||||||||||||||
% interest | 99.50 | 99.96 | 100.00 | 100.00 | 99.99 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | 9.99 | 50.49 | 0.24 | 100.00 | 99.28 | ||||||||||||||||
Total assets | 349,589 | 1,090,632 | 19,794 | 1,772,921 | 2,027,108 | 5,701,335 | 2,887,872 | 4,739,336 | 86,425 | 1,677,424 | 1,717,095 | 88,507,422 | 17,775 | 37,989 | 4,142,715 | ||||||||||||||||
Total liabilities | 161,518 | 952,907 | 2,149 | 1,608,743 | 2,011,470 | 1,764,051 | 1,055,897 | 3,125,019 | 68,096 | 1,418,765 | 1,181,443 | 58,110,146 | 11,856 | 37,835 | 1,491,596 | ||||||||||||||||
Share capital | 69,595 | 36,711 | 21,197 | - | 40,000 | 2,675,377 | 2,358,455 | 1,117,917 | 54 | 2,700 | 506,030 | 13,349,156 | 28,921 | 2 | 2,019,573 | ||||||||||||||||
Equity | 188,071 | 137,725 | 17,645 | 164,178 | 15,638 | 3,937,284 | 1,831,975 | 1,614,317 | 18,329 | 258,659 | 535,652 | 30,397,276 | 5,919 | 154 | 2,651,119 | ||||||||||||||||
Net income (loss) | 6,215 | 10,324 | (15,611) | 55,469 | (3,876) | 36,150 | 30,389 | (308,265) | 3,460 | (23,588) | (31,531) | 746,118 | (210) | 329 | (15,436) | ||||||||||||||||
Balance at December 31, 2024 | 258,995 | 136,453 | (276,918) | 117,460 | 19,513 | 4,207,610 | 1,943,062 | 2,066,982 | 15,270 | 180,113 | 52,420 | 14,234,348 | 15 | - | - | 22,955,323 | |||||||||||||||
Acquisition | - | - | - | - | - | - | - | - | - | - | - | - | - | 39 | - | 39 | |||||||||||||||
Dividends | (68,530) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (68,530) | |||||||||||||||
REP (a) | 6,226 | 10,039 | 3,506 | 55,469 | (3,876) | 36,150 | 30,389 | (308,263) | 3,460 | (23,749) | (3,153) | 376,652 | - | 1,207 | - | 184,057 | |||||||||||||||
Capital increase | - | - | - | - | - | - | - | - | - | 1,096 | 5,826 | - | - | - | 2,004,876 | 2,011,798 | |||||||||||||||
Increase (decrease) in equity interest | - | - | (362,920) | - | - | - | - | - | - | - | - | - | - | - | 362,920 | - | |||||||||||||||
Capital transactions | - | - | 647,042 | - | - | - | - | - | - | 51,345 | - | (210,227) | - | (172) | - | 487,988 | |||||||||||||||
Other comprehensive income | (9,559) | (10,478) | 155 | (8,751) | - | (306,477) | (141,478) | (144,402) | (400) | (3,823) | (1,535) | 250,117 | - | (42) | - | (376,673) | |||||||||||||||
Other (to be detailed) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||
Balance at March 31, 2025 (b) | 187,132 | 136,014 | 10,865 | 164,178 | 15,637 | 3,937,283 | 1,831,973 | 1,614,317 | 18,330 | 204,982 | 53,558 | 14,650,890 | 15 | 1,032 | 2,367,796 | 25,194,002 |
(a) Equity in earnings (losses) of subsidiaries.
(b) Refers to the percentage of the Company's interest in its subsidiaries, adjusted by unrealized profits on inventories upon the consolidation of balances.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
14.1.1. Investment in subsidiaries reclassified to assets held for sale
The balance of investments in subsidiaries of R$ 931,355, reclassified to assets held for sale, includes goodwill derived from business combinations of subsidiaries Inaler S.A. (R$ 127,081), Prestcott International S.A. (R$ 72,794) and Establecimientos Colonia S.A. (R$ 388,994), in Note 12 – Assets and liabilities held for sale, these amounts are presented in the Parent under Investments, and in the Consolidated under Intangible assets and, in addition to these amounts, changes are shown below:
Inaler S.A. | Prestcott International S.A. | Estab. Colonia S.A. | ||
Shares/Units of interest | 325,673,004 | 15,927,783 | 256,562,625 | |
% interest | 100.00 | 100.00 | 100.00 | |
Total assets | 259,206 | 491,879 | 609,965 | |
Total liabilities | 233,514 | 397,780 | 385,444 | |
Share capital | 53,284 | 16,779 | 199,278 | |
Equity | 25,692 | 94,099 | 224,521 | |
Net income (loss) | (1,424) | 374 | 7,949 | |
Balance at December 31, 2024 | 29,287 | 101,229 | 232,816 | 363,332 |
REP (a) | - | - | 6,586 | 6,586 |
REP (a) (discontinued operation) | (1,496) | 172 | 580 | (744) |
Other comprehensive income | (2,159) | (7,537) | (16,992) | (26,688) |
Balance at March 31, 2025 (b) | 25,632 | 93,864 | 222,990 | 342,486 |
(a) Equity in earnings (losses) of subsidiaries.
(b) Refers to the percentage of the Company's interest in its subsidiaries, adjusted by unrealized profit on inventories upon the consolidation of balances.
14.2. DIRECT INVESTMENTS
Below are the changes in direct investments in the period ended March 2025:
14.2.1. BRF S.A.
Weather events in Rio Grande do Sul
On May 1, 2024, Rio Grande do Sul declared a state of public calamity throughout its territory affected by extreme weather events, causing material and environmental damages, with the destruction of homes, roads and bridges, compromising the operation of local and regional public and private institutions and closing public roads, in which it incurred losses and additional expenses related to the production process recognized under “cost of products and goods sold” in the Consolidated in the amount of R$ 1,184 in the period ended March 2025.
Acquisition of interest in Addoha Poultry Company
On October 31, 2024, BRF Arabia Holding Company (“BRF Arabia”), an indirect subsidiary 70% owned by subsidiary BRF and 30% by Halal Products Development Company (“HPDC”), in turn, a wholly-owned subsidiary of the Public Investment Fund (“PIF”) of Saudi Arabia, signed a binding contract to acquire 26% of Addoha Poultry Company (“Addoha”), a company operating in poultry slaughter in Saudi Arabia.
On January 14, 2025, a shareholders' agreement was signed between subsidiary BRF Arabia and the current shareholders of Addoha, ensuring effective participation in the company’s management and allowing the know-how of subsidiary BRF and HPDC to contribute to maximize synergies between the entities. On the same date, the acquisition was completed and, of its total amount of SAR 316,200 (R$ 511,105), R$ 188,351 was recorded as investment and R$ 322,754 was recorded as goodwill based on expected future profitability.
As Addoha is an associate of BRF Arabia, and due to the fact that there is significant influence in this associate, the investment was accounted for using the equity method, and the amount of R$ 4,341 was recorded as Equity in earnings (losses) of subsidiaries in the period ended March 2025.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Acquisition of a processed products plant in the province of Henan in China
On November 20, 2024, BRF GmbH, a wholly-owned subsidiary of subsidiary BRF, entered into a binding agreement with Henan Best Foods Co. Ltd., a subsidiary of the OSI Group, a North American food processing company, to acquire a processing plant in the province of Henan in China.
On April 30, 2025, the transaction was closed for a total amount of US$ 44,986 (equivalent to R$ 254,630 on this date), and did not represent a business combination, as it comprised only a transaction involving the acquisition of assets.
The plant has two food processing lines, with capacity for 28 thousand tons/year and possibility of expansion for two additional lines. The acquisition consolidates the presence of subsidiary BRF in the Chinese market and consolidates its capacity to serve customers in the region.
Gelprime term of agreement
On December 17, 2024, an agreement was signed between MBR Investimentos Ltda. (“MBR”), a wholly-owned subsidiary of BRF, and the companies Viposa Participações Ltda., Indústria e Comércio de Couros Britali Ltda. and Vanz Holdings Ltda. which currently hold 100% of the capital of Gelprime Indústria e Comércio de Produtos Alimentícios Ltda. (“Gelprime”), a company that produces, sells and distributes gelatine and collagen by processing raw materials of animal origin.
The agreement establishes the main conditions for the acquisition, by MBR, of a 50% interest in the capital of Gelprime (“Acquisition”) for R$ 312,500, subject to any adjustments.
On March 14, 2025, in continuation of the agreement, an Investment Agreement was signed, also providing that the acquisition will be segregated into subscription and purchase and sale of shares, which may be subject to adjustments and, depending on its performance over the next three years, the price may be increased by an amount of up to US$ 13,600, equivalent to R$ 78,082 on the date of the Investment Agreement. On the same date, subsidiary BRF made an advance for future capital increase in the amount of R$ 60,000 to MBR, which used the amount to make an initial advance payment for the total acquisition value.
The completion of the transaction is subject to the compliance with certain conditions precedent usual for this type of transaction, including the transformation of Gelprime into a corporation, and prior approval of the transaction by the Administrative Council for Economic Defense – CADE.
14.2.2. MFG HOLDING SAU
On February 10, 2025, the Company approved a capital increase in MFG Holding SAU in the amount of ARS 200,000,000 (R$ 1,096), from ARS 300,000,000 (R$1,800) to ARS 500,000,000 (R$ 2,700). The premium on the issue of shares was increased by ARS 9,373,739,362 (R$ 51,345).
14.2.3. QUICKFOOD S.A.
On March 12, 2025, a capital increase in QuickFood S.A. in the amount of ARS 10,637,499,999 (R$ 58,266) was approved. The capital was increased to ARS 93,709,200,035 (R$ 506,030). The amounts were contributed by the shareholders as follows: ARS 9,573,867,012 (R$ 52,440) contributed by MFG Holding SAU and ARS 1,063,632,987 (R$ 5,826) contributed by Marfrig Global Foods S.A.
14.2.4. PAMPEANO ALIMENTOS S.A.
At March 31, 2025, the Company approved a capital increase in Pampeano Alimentos S.A. in the amount of R$ 2,004,876, through the issue of 2,004,876 million registered common shares, with no par value, issued at the unit price of R$1.00 per share, fully subscribed and paid-in by the Company on that date. The share capital increased from R$ 14,697 to R$ 2,019,573, and the Company now directly holds a 99.28% interest in Pampeano Alimentos S.A. and 0.72% indirectly through its subsidiary Masplen Ltd.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
14.3. INDIRECT INVESTMENTS
Below are the changes in direct investments in the period ended March 2025:
14.3.1. MFG AGROPECUÁRIA LTDA.
Pursuant to the material fact released by the Company on March 21, 2025, the Company proceeded with the acquisition of certain cattle confinement and agricultural production units from MFG Agropecuária S.A., through its subsidiary Pampeano S.A. The transaction was carried out for the amount of R$ 48 million, paid in April 2025. The acquisition is the result of a bargain purchase, which, in accordance with current standards, in the case of companies under the same common control, was recorded in equity as capital transactions with a related party, in the net amount of R$ 647,042.
14.3.2. PLANTPLUS FOODS, LLC
On November 7, 2024, the Company and Archer-Daniels-Midland Company (“ADM”), which provided ingredients and technical know-how for the development of plant-based products, mutually agreed to terminate the partnership in which a 30% interest was held by ADM. The Company maintained its 70% interest.
The transfer of the PlantPlus Foods, LLC units to subsidiary BRF, equivalent to a 30% equity interest, occurred on January 23, 2025, after approval without reservations by CADE. Accordingly, as from February 2025, PlantPlus Foods, LLC are consolidated in the Company's interim financial statements.
14.4. JOINT VENTURES
All joint ventures are accounted for using the equity method and are not consolidated in accordance with NBC TG 18/R3 (CVM Resolution 118/22) - Investments in Associates and Joint Ventures. The Company's interests in joint ventures are described below:
a) | The Company, through its direct subsidiary BRF, holds a 24.0% interest in Potengi Holdings S.A. headquartered in Brazil; and |
b) | The Company, through its indirect subsidiary Beef Holdings Limited, holds a 45.0% interest in COFCO Keystone Supply Chain Invest. Ltd, headquartered in Hong Kong. |
15. INVESTMENT PROPERTY
Investment property refers to tanneries and industrial plants that, under the Company’s strategy, are held to generate lease income, whose amounts are recognized at fair value.
Parent and Consolidated | |||
Land | Constructions and buildings |
Total | |
Tannery in Promissão | 4,391 | 3,314 | 7,705 |
Tannery in Bataguassú | - | 44,166 | 44,166 |
Plant in Capão do Leão | 3,522 | 46,749 | 50,271 |
Plant in Mato Leitão | 2,355 | 15,820 | 18,175 |
Net balance at 03/31/2025 | 10,268 | 110,049 | 120,317 |
Changes in investment properties:
Parent and Consolidated | |||
12/31/2024 | Change in fair value |
03/31/2025 | |
Tannery in Promissão | 7,435 | 270 | 7,705 |
Tannery in Bataguassú | 44,166 | - | 44,166 |
Plant in Capão do Leão | 47,844 | 2,427 | 50,271 |
Plant in Mato Leitão | 17,349 | 826 | 18,175 |
Net balance | 116,794 | 3,523 | 120,317 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
16. PROPERTY, PLANT AND EQUIPMENT
The following tables show the weighted average annual depreciation rate determined using the straight-line method and based on the economic useful life of the assets and their balances.
Changes in property, plant and equipment:
Parent | |||||
Property, plant and equipment | |||||
Description | Land, constructions and buildings | Machinery, equipment, furniture and fixtures |
Construction in progress | Other | Total |
Average annual depreciation rates | 3.47% | 13.77% | - | 18.90% | |
Acquisition cost | 1,782,790 | 669,691 | 288,328 | 166,753 | 2,907,562 |
Accumulated depreciation | (344,898) | (274,601) | - | (70,503) | (690,002) |
Net balance at December 31, 2024 | 1,437,892 | 395,090 | 288,328 | 96,250 | 2,217,560 |
Additions | - | 21,013 | 55,890 | 1,397 | 78,300 |
Write-offs | - | (17) | - | (2) | (19) |
Transfers | 6,219 | - | (6,335) | 116 | - |
Reclassification (a) | - | - | (181) | - | (181) |
Depreciation in the period | (16,877) | (15,670) | - | (5,635) | (38,182) |
Net balance at 03/31/2025 | 1,427,234 | 400,416 | 337,702 | 92,126 | 2,257,478 |
Acquisition cost | 1,789,009 | 690,546 | 337,702 | 168,262 | 2,985,519 |
Accumulated depreciation | (361,775) | (290,130) | - | (76,136) | (728,041) |
Net balance at the end of the period | 1,427,234 | 400,416 | 337,702 | 92,126 | 2,257,478 |
(a) Amounts reclassified to intangible assets.
Consolidated | |||||
Property, plant and equipment | |||||
Description | Land, constructions and buildings | Machinery, equipment, furniture and fixtures |
Construction in progress | Other | Total |
Average annual depreciation rates | 3.15% | 10.09% | - | 10.05% | |
Acquisition cost | 26,071,449 | 33,998,845 | 2,091,946 | 1,101,435 | 63,263,675 |
Accumulated depreciation | (6,300,370) | (15,229,040) | - | (488,152) | (22,017,562) |
Net balance at December 31, 2024 | 19,771,079 | 18,769,805 | 2,091,946 | 613,283 | 41,246,113 |
Additions | 88 | 23,920 | 469,217 | 8,522 | 501,747 |
Acquisition of related party | 16,173 | 25,949 | 66,634 | 142,672 | 251,428 |
Write-offs | (13,560) | (4,085) | (84) | (4) | (17,733) |
Transfers | 201,612 | 290,099 | (478,545) | (13,166) | - |
Reclassification (a) | - | (4,507) | (181) | (301) | (4,989) |
Translation gains (losses) | (192,424) | (280,005) | (138,979) | (35,449) | (646,857) |
Depreciation in the period | (188,483) | (691,957) | - | (21,748) | (902,188) |
Net balance at 03/31/2025 | 19,594,485 | 18,129,219 | 2,010,008 | 693,809 | 40,427,521 |
Acquisition cost | 25,939,456 | 33,696,377 | 2,010,008 | 1,257,850 | 62,903,691 |
Accumulated depreciation | (6,344,971) | (15,567,158) | - | (564,041) | (22,476,170) |
Net balance at the end of the period | 19,594,485 | 18,129,219 | 2,010,008 | 693,809 | 40,427,521 |
(a) Amounts reclassified to intangible assets, to the cost of forest formation in biological assets and to the line items of other current receivables and other non-current receivables, when they refer to sales of fixed assets to third parties.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The Company has not identified indications of assets recorded at an amount higher than the amount that could be recovered through their use or sale.
The Company recorded property, plant and equipment that are fully depreciated and still in operation, as well as temporarily idle items, as follows:
Parent | ||||||
03/31/2025 | ||||||
Description | Property, plant and equipment fully depreciated and still in operation |
|||||
Land, constructions and buildings | 1,039 | |||||
Machinery, equipment, furniture and fixtures | 49,506 | |||||
Other | 48,787 | |||||
99,332 |
Consolidated | ||||||
03/31/2025 | ||||||
Description | Temporarily idle property, plant and equipment | Property, plant and equipment fully depreciated and still in operation |
||||
Land, constructions and buildings | 33,451 | 430,748 | ||||
Machinery, equipment, furniture and fixtures | 81,896 | 1,311,669 | ||||
Other | 111 | 109,650 | ||||
115,458 | 1,852,067 |
17. RIGHT-OF-USE ASSETS
The following tables show the weighted average annual depreciation rate determined using the straight-line method and based on the economic useful life of the assets and their balances.
Changes in right-of-use assets:
Parent | ||||
Right-of-use assets | ||||
Description | Plants | Aircraft | Other | Total |
Average annual depreciation rates | 7.00% | 20.00% | 20.00% | |
Acquisition cost | 35,671 | 360,608 | 3,522 | 399,801 |
Accumulated depreciation | (25,143) | (12,020) | (3,111) | (40,274) |
Net balance at December 31, 2024 | 10,528 | 348,588 | 411 | 359,527 |
Depreciation in the period | (718) | (18,030) | (176) | (18,924) |
Net balance at 03/31/2025 | 9,810 | 330,558 | 235 | 340,603 |
Acquisition cost | 35,671 | 360,608 | 3,522 | 399,801 |
Accumulated depreciation | (25,861) | (30,050) | (3,287) | (59,198) |
Net balance at the end of the period | 9,810 | 330,558 | 235 | 340,603 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Consolidated | |||||
Right-of-use assets | |||||
Description | Manufacturing plants and confinements |
Machinery and equipment |
Aircraft | Other | Total |
Average annual depreciation rates | 13.24% | 14.36% | 20.00% | 33.11% | |
Acquisition cost | 5,059,436 | 1,324,626 | 360,608 | 494,590 | 7,239,260 |
Accumulated depreciation | (2,173,926) | (732,062) | (12,020) | (271,890) | (3,189,898) |
Net balance at December 31, 2024 | 2,885,510 | 592,564 | 348,588 | 222,700 | 4,049,362 |
Additions | 218,823 | 32,254 | - | 104,690 | 355,767 |
Acquisition of related party | 735,228 | - | - | - | 735,228 |
Write-offs | (11,321) | 539 | - | (1,712) | (12,494) |
Transfers | 5,000 | (16,119) | - | 11,119 | - |
Reclassification (a) | (413) | (7) | - | 301 | (119) |
Translation gains (losses) | (12,873) | (33,617) | - | (12,453) | (58,943) |
Depreciation in the period | (179,843) | (46,301) | (18,030) | (49,398) | (293,572) |
Net balance at 03/31/2025 | 3,640,111 | 529,313 | 330,558 | 275,247 | 4,775,229 |
Acquisition cost | 5,856,571 | 1,215,982 | 360,608 | 583,455 | 8,016,616 |
Accumulated depreciation | (2,216,460) | (686,669) | (30,050) | (308,208) | (3,241,387) |
Net balance at the end of the period | 3,640,111 | 529,313 | 330,558 | 275,247 | 4,775,229 |
(a) Amounts reclassified to biological assets (non-current).
18. INTANGIBLE ASSETS
The following tables show the weighted average annual amortization rate determined using the straight-line method and based on the economic useful life of the assets and their balances.
Changes in intangible assets are as follows:
Parent | |||||||||||
Average amortization rate |
Balance at December 31, 2024 |
Reclassification (A) | Amortization | Balance at March 31, 2025 |
|||||||
Sales channels | 5.50% | 149,270 | - | (4,064) | 145,206 | ||||||
Software and licenses | 15.03% | 33,159 | 181 | (1,711) | 31,629 | ||||||
Trademarks and patents | 1.18% | 49,710 | - | (728) | 48,982 | ||||||
Total | 232,139 | 181 | (6,503) | 225,817 |
(a) Amounts reclassified from property, plant and equipment.
Consolidated | ||||||||||
Average amortization rate |
Balance at December 31, 2024 |
Additions | Acquisition of related party |
Write-offs | Translation gains (losses) |
Reclassification (a) | Transfers | Amortization | Balance at March 31, 2025 |
|
Goodwill | - | 1,404,184 | - | 41 | - | (102,464) | - | - | - | 1,301,761 |
Sales channels | 5.50% | 149,271 | - | - | - | - | - | - | (4,064) | 145,207 |
Software and licenses | 32.64% | 277,799 | 328 | 212 | (39) | (1,767) | 119 | 56,396 | (39,295) | 293,753 |
Trademarks and patents | 2.63% | 12,559,944 | - | 1,141,102 | (1) | (90,486) | - | - | (32,281) | 13,578,278 |
Customer relationship | 4.91% | 1,981,218 | - | - | - | (92,433) | - | - | (92,196) | 1,796,589 |
Supplier relationship | 3.68% | 2,715,075 | - | - | - | (119,198) | - | - | (78,671) | 2,517,206 |
Non-compete agreements | 44.52% | 2,552 | 1,126 | - | - | - | - | - | (1,016) | 2,662 |
Other intangible assets | - | 37,690 | 46,898 | - | - | (55) | 7,693 | (56,396) | - | 35,830 |
Total | 19,127,733 | 48,352 | 1,141,355 | (40) | (406,403) | 7,812 | - | (247,523) | 19,671,286 |
(a) Amounts reclassified from property, plant and equipment.
The goodwill generated from acquisitions of equity interests abroad is expressed in the business unit’s functional currency and is translated at the closing rate.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
19. TRADE ACCOUNTS PAYABLE
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Third parties | 1,662,773 | 1,761,867 | 21,133,123 | 20,465,165 | |
Related parties(a) | 32,321 | 39,402 | 147 | 2,637 | |
(-) Present value adjustment | - | - | (229,283) | (194,190) | |
1,695,094 | 1,801,269 | 20,903,987 | 20,273,612 | ||
Current liabilities | 1,695,094 | 1,801,269 | 20,897,879 | 20,261,845 | |
Non-current liabilities | - | - | 6,108 | 11,767 |
(a) Trade accounts payable with related parties are detailed in Note 36 - Related-party transactions.
The Company has partnerships with several financial institutions that enable suppliers to advance their receivables and, therefore, transfer the right to receive invoiced amounts to financial institutions (“Supplier chain financing” or “Program”). Suppliers are free to choose whether or not to advance receivables and the institution with which to carry out the operation, without the participation of the Company.
The Program can generate benefits in the commercial relationships of the Company and its suppliers, such as preferential supply in cases of restricted supply, better price conditions, among others, with no change to the commercial essence of the relationship.
The invoices included in this Program are payable under the same price and term conditions negotiated with its suppliers, with no additional charges to the Company, and therefore there are no changes to the commercial conditions after negotiation and invoicing of the goods or services.
The balance of invoices included in the Supplier chain financing is R$ 787,959 in the Parent Company and R$ 5,251,558 in the Consolidated in the period ended March 2025 (R$ 789,382 in the Parent Company and R$ 5,732,095 in the Consolidated in December 2024).
The average payment term agreed with suppliers that choose to participate in the Program is substantially similar to the average payment term agreed with non-participating suppliers.
The Company measures and specifies the adjustment to present value of all its commercial transactions made in installments, specifying financial and operational items.
20. ACCRUED PAYROLL AND RELATED CHARGES
The balances of payroll and related taxes and social benefits were evaluated, as shown below:
Parent | Consolidated | |||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||
Salaries and payroll charges | 92,955 | 124,323 | 1,307,209 | 1,339,386 | ||
Bonuses | 93,137 | 93,137 | 955,654 | 906,887 | ||
Employee benefits | - | - | 549,979 | 562,403 | ||
Other | - | - | 17,145 | 10,344 | ||
186,092 | 217,460 | 2,829,987 | 2,819,020 | |||
Current liabilities | 186,092 | 217,460 | 2,372,190 | 2,351,893 | ||
Non-current liabilities | - | - | 457,797 | 467,127 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
20.1. Employee Benefits
Subsidiary BRF offers its employees supplementary retirement plans and other benefits. The annual financial statements as of December 31, 2024 (note 20.2) disclosed the characteristics of the supplementary retirement plans as well as other employee benefits offered by subsidiary BRF, which did not undergo any changes during the period.
Consolidated | ||
03/31/2025 | 12/31/2024 | |
Healthcare plan | 62,661 | 61,278 |
FGTS severance pay | 77,449 | 75,771 |
Seniority bonus | 113,791 | 111,071 |
Retirement bonus | 57,429 | 56,087 |
Life insurance | 8,928 | 8,887 |
Defined benefit | 229,721 | 249,309 |
549,979 | 562,403 |
21. TAXES PAYABLE
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
State VAT (ICMS) payable | - | - | 501,496 | 521,162 | |
Income and social contribution taxes payable | - | 57,870 | 659,886 | 716,547 | |
Special tax debt installment plans | 1,539 | 1,707 | 109,874 | 96,840 | |
Other taxes, fees and contributions payable | 21,988 | 18,108 | 140,411 | 160,414 | |
23,527 | 77,685 | 1,411,667 | 1,494,963 | ||
Current liabilities | 22,679 | 18,818 | 1,215,626 | 1,236,661 | |
Non-current liabilities | 848 | 58,867 | 196,041 | 258,302 | |
Changes in special installment payment plans are as follows:
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Opening balance | 1,707 | 2,710 | 96,840 | 109,346 | |
(+) Enrollment in the installment payment program | - | - | 9,340 | - | |
(+) Acquisition of related party | - | - | 6,888 | - | |
(+) Inflation adjustment interest | 39 | 186 | 1,980 | 7,033 | |
(-) Payments / offsets made | (207) | (1,189) | (5,174) | (19,539) | |
Debt balance | 1,539 | 1,707 | 109,874 | 96,840 |
On January 9, 2025, the Company, through its subsidiary BRF, enrolled in the installment payment program for ICMS debts, in the amount of R$ 9,340, which will be settled in cash in sixty installments.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
22. LOANS, BORROWINGS AND DEBENTURES
Parent | |||||||||
Credit facility | Charges (% p.a.) | Weighted average interest rate (p.a.) |
Weighted average maturity (years) |
03/31/2025 | 12/31/2024 | ||||
Domestic currency: | |||||||||
NCE/Working capital | Fixed Rate | 14.02% | 0.20 | 158,378 | 153,062 | ||||
CPR/CCB | CDI | 14.80% | 2.41 | 2,801,550 | 4,599,447 | ||||
Agribusiness Receivables Certificates (CRA) | CDI / IPCA + Fixed Rate | 12.90% | 5.77 | 10,537,853 | 10,420,713 | ||||
Total domestic currency | 13.31% | 13,497,781 | 15,173,222 | ||||||
Foreign currency: | |||||||||
NCE/Prepayment (US$)/ACC (US$) | Fixed Rate + SOFR | 7.07% | 3.29 | 5,390,282 | 5,377,675 | ||||
Bank loan (US$) | Fixed Rate + FX | 6.30% | 2.85 | 1,400,212 | 126,953 | ||||
CRA | Fixed Rate | 6.20% | 3.79 | 525,579 | 576,008 | ||||
Total foreign currency | 6.86% | 7,316,073 | 6,080,636 | ||||||
Total loans, financing and debentures | 11.04% | 20,813,854 | 21,253,858 | ||||||
Current liabilities | 2,989,160 | 4,479,301 | |||||||
Non-current liabilities | 17,824,694 | 16,774,557 | |||||||
Consolidated | ||||||||||
Credit facility | Charges (% p.a.) | Weighted average interest rate (p.a.) |
Weighted average maturity (years) |
03/31/2025 | 12/31/2024 | |||||
Domestic currency: | ||||||||||
NCE/Working Capital | CDI + Fixed Rate | 15.58% | 2.17 | 1,287,463 | 1,266,464 | |||||
CPR/CCB | CDI | 14.80% | 2.41 | 2,801,550 | 4,599,447 | |||||
CRA | CDI + IPCA + Pre Fixed + Fixed Rate | 12.91% | 6.02 | 12,396,593 | 12,186,259 | |||||
Debentures | IPCA | 10.90% | 5.01 | 5,507,109 | 5,337,210 | |||||
Total domestic currency | 12.80% | 21,992,715 | 23,389,380 | |||||||
Foreign currency: | ||||||||||
Prepayment/NCE/ACC (US$) | Fixed Rate + SOFR/ Pre-Fixed + FX | 6.47% | 3.33 | 6,856,516 | 6,975,777 | |||||
Bonds (US$) | Fixed Rate + FX / Pre-Fixed | 5.07% | 8.63 | 18,782,029 | 20,525,424 | |||||
Bank loan (US$) | Fixed Rate + SOFR + FX | 6.47% | 2.25 | 4,789,319 | 5,340,520 | |||||
Revolving credit facility | Fixed Rate + SOFR | 6.48% | 3.48 | 3,714,215 | 3,057,761 | |||||
Working capital | Pre-Fixed / Fixed Rate / Eibor | 12.48% | 0.83 | 1,223,196 | 1,258,761 | |||||
CRA | Fixed Rate | 6.20% | 3.79 | 525,579 | 576,008 | |||||
Total foreign currency | 5.94% | 35,890,854 | 37,734,251 | |||||||
Total loans, financing and debentures | 8.55% | 57,883,569 | 61,123,631 | |||||||
Current liabilities | 6,621,740 | 8,352,851 | ||||||||
Non-current liabilities | 51,261,829 | 52,770,780 | ||||||||
The changes in loans, financing and debentures are as follows:
Description | 12/31/2024 | Additions (a) | Loan costs | Payments (a) | Interest (b) | Capitalized interest |
Translation gains (losses) |
Balance sheet conversion adjustment |
03/31/2025 | |||||||||
Parent | 21,253,858 | 1,864,571 | 19,252 | (2,945,878) | 674,258 | - | (52,207) | - | 20,813,854 | |||||||||
Consolidated | 61,123,631 | 24,060,233 | 50,343 | (26,469,282) | 1,552,477 | 13,887 | (837,547) | (1,610,173) | 57,883,569 |
(a) Includes working capital transactions.
(b) Includes interest, inflation adjustment of principal, coupon and mark-to-market for hedged debts in a fair value hedge.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The maturity schedule of loans, financing and debentures is as follows:
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
2025 | 2,979,475 | 4,479,301 | 4,711,607 | 8,352,851 | |
2026 | 1,691,509 | 2,184,179 | 8,273,885 | 10,004,959 | |
2027 | 3,330,083 | 2,858,936 | 5,632,649 | 5,364,504 | |
2028 | 4,598,920 | 3,393,699 | 9,683,267 | 7,381,965 | |
2029 | 2,516,979 | 2,627,352 | 9,353,431 | 9,989,764 | |
2030 onwards | 5,696,888 | 5,710,391 | 20,228,730 | 20,029,588 | |
20,813,854 | 21,253,858 | 57,883,569 | 61,123,631 |
22.1. CRA
On March 12, 2025, the Company approved the 19th (nineteenth) issue of simple, non-convertible, unsecured debentures, in up to 5 (five) series, for private placement, in the form of automatic registration of distribution.
Within the scope of the public offer for the distribution of agribusiness receivables certificates of the Issuer's 387th issue, with nominal unit value on the issue date of R$ 1, totaling R$ 1,500,000, backed by agribusiness credit rights (CRA), without additional personal guarantee (private placement). The financial settlement was made on April 3, 2025, and the total amount raised was R$1,500,000.
22.2. Guarantees
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Balance of financing | 20,813,854 | 21,253,858 | 57,883,569 | 61,123,631 | |
Guarantees: | |||||
Promissory note | 297,446 | 315,228 | 297,446 | 315,228 | |
Surety | 3,269,294 | 3,534,825 | 3,747,622 | 4,028,761 | |
Facilities | - | - | 4,253,982 | 3,423,107 | |
Letter of credit | 243,730 | 257,402 | 243,730 | 257,402 | |
No guarantees | 17,003,384 | 17,146,403 | 49,340,789 | 53,099,133 |
22.3. Covenants
The Company is a party to some loan and financing contracts that contain clauses requiring the maintenance of specific limits of consolidated debt, through covenants.
These covenants set the limit of 4.75x for the ratio of Net Debt to EBITDA in the last 12 months (LTM). Failure to comply therewith could lead creditors to request the early maturity of the Company’s debt.
Due to the contractual provisions (carve-out) that allow the exclusion of foreign exchange variation effects from the calculation of leverage ratio (net debt/Adjusted EBITDA - LTM), the Company clarifies that based on this methodology, the current leverage ratio (net debt/Adj. EBITDA) stood at 2.32x.
The leverage ratio is calculated as follows:
03/31/2025 | |
Consolidated gross debt | 58,218,588 |
(-) Consolidated cash and cash equivalents | 20,093,668 |
(-) Effect from exchange variation (carve-out) | 5,425,228 |
Consolidated adjusted net debt | 32,699,692 |
Adjusted EBITDA in the period ended March 31, 2025 | 14,103,093 |
Leverage ratio | 2.32 |
The Company did not identify any breach of its covenants in the period ended March 2025.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
23. ADVANCES FROM CUSTOMERS
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Third parties | 4,470,045 | 4,789,376 | 5,570,128 | 6,089,060 | |
Related parties(a) | 1 | 4 | - | - | |
4,470,046 | 4,789,380 | 5,570,128 | 6,089,060 |
(a) Advances from customers with related parties are detailed in Note 36 – Related parties.
Advances from customers refer to amounts received in advance from customers in accordance with the Company’s credit policies, the average period for repayment of these advances is 6 months.
24. LEASE PAYABLE
The Company measures its lease liabilities at the present value of installments and costs associated with the lease agreement.
The following table presents the breakdown of lease payable:
Parent | |||||
Lease | Weighted average interest rate (p.a.) |
Weighted average maturity (years) |
03/31/2025 | 12/31/2024 | |
Plants, facilities and buildings | 7.00% | 3.40 | 13,735 | 14,740 | |
Aircraft | 13.88% | 10.00 | 438,210 | 438,210 | |
Other | 5.10% | 0.10 | 73 | 293 | |
Interest to incur | - | - | (79,123) | (79,388) | |
Total | 372,895 | 373,855 | |||
Current liabilities | 34,158 | 29,004 | |||
Non-current liabilities | 338,737 | 344,851 |
Consolidated | |||||
Lease | Weighted average interest rate (p.a.) |
Weighted average maturity (years) |
03/31/2025 | 12/31/2024 | |
Plants, facilities, buildings and confinements | 8.89% | 6.70 | 4,515,446 | 3,680,119 | |
Machinery and equipment | 6.87% | 3.90 | 565,756 | 631,881 | |
Aircraft | 13.88% | 10.00 | 438,210 | 438,210 | |
Other | 5.61% | 1.60 | 276,968 | 225,378 | |
Interest to incur | - | - | (105,094) | (79,388) | |
Total | 5,691,286 | 4,896,200 | |||
Current liabilities | 1,246,651 | 1,204,466 | |||
Non-current liabilities | 4,444,635 | 3,691,734 |
Financial charges are recognized as financial expenses based on the real discount rate, according to the remaining period of the agreement.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The following table presents the changes in lease payable:
Description | 12/31/2024 | Additions | Acquisition of related party |
Financial expenses |
Payments | Translation gains (losses) |
Write-offs | Balance sheet conversion adjustment |
Adjustment to present value |
03/31/2025 | |||||||||||
Parent | 373,855 | - | - | 259 | (1,224) | - | - | - | 5 | 372,895 | |||||||||||
Consolidated | 4,896,200 | 355,767 | 736,890 | 104,014 | (302,346) | 22 | (31,316) | (67,950) | 5 | 5,691,286 |
The maturity schedule of lease agreements is as follows:
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
2025 | 25,480 | 29,004 | 988,126 | 1,204,520 | |
2026 | 35,170 | 35,498 | 1,011,539 | 887,189 | |
2027 | 36,884 | 36,975 | 830,742 | 721,530 | |
2028 | 37,268 | 37,224 | 630,731 | 498,349 | |
2029 | 36,220 | 36,355 | 524,221 | 414,049 | |
2030 onwards | 201,873 | 198,799 | 1,705,927 | 1,170,563 | |
372,895 | 373,855 | 5,691,286 | 4,896,200 |
24.1. Potential right to PIS and COFINS
The Company holds the potential right to recoverable PIS and COFINS taxes embedded in the consideration of certain leases for industrial plants, buildings, machinery and equipment and others. The measurement of the cash flows from the leases did not detail the tax credits, with the potential effects from PIS/COFINS presented below:
Parent | Consolidated | ||||
Description | Nominal | Adjustment to present value |
Nominal | Adjustment to present value |
|
Lease consideration | 13,735 | 12,228 | 933,365 | 891,627 | |
Potential PIS / COFINS (9.25%) | 1,270 | 1,131 | 86,336 | 82,475 |
24.2. Inflationary effects
The Company evaluated the impacts of using nominal flows and concluded that they do not present relevant distortions in the information presented. The balances of right-of-use assets, depreciation, lease liabilities and financial expenses without inflation, referred to as real flow, and the estimate of the balances adjusted for inflation in the comparison periods, referred to as inflation-adjusted flow, are presented.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Other assumptions, such as the timetable for the maturity of liabilities and the interest rates used in the calculation, are presented in other items of these notes, while the inflation rates are observable in the market, enabling the users of the individual and consolidated financial statements to determine the inflation-adjusted flows. The Company used the Broad Consumer Price Index - IPCA (5.48% p.a.) to adjust the balance for inflation.
Right-of-use assets | Lease liabilities | |||||||||
Parent | Consolidated | Parent | Consolidated | |||||||
Real flow | 03/31/2025 | 03/31/2025 | Real flow | 03/31/2025 | 03/31/2025 | |||||
Right-of-use assets | 359,527 | 5,068,801 | Lease liabilities | 373,154 | 5,795,300 | |||||
Depreciation | (18,924) | (293,572) | Financial expenses | (259) | (104,014) | |||||
Parent | Consolidated | Parent | Consolidated | |||||||
Inflation-adjusted flow | 03/31/2025 | 03/31/2025 | Inflation-adjusted flow | 03/31/2025 | 03/31/2025 | |||||
Right-of-use assets | 364,354 | 5,101,633 | Lease liabilities | 378,164 | 5,832,555 | |||||
Depreciation | (19,178) | (295,459) | Financial expenses | (262) | (104,634) |
25. NOTES PAYABLE
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Notes payable for investments in Brazil(a) | - | - | 255,885 | 257,262 | |
Related parties(b) | 21,732,699 | 24,546,618 | 48,001 | - | |
Other | 74 | 2,546 | 373 | 2,547 | |
21,732,773 | 24,549,164 | 304,259 | 259,809 | ||
Current liabilities | 74 | 62,360 | 272,447 | 220,653 | |
Non-current liabilities | 21,732,699 | 24,486,804 | 31,812 | 39,156 |
(a) The amount substantially refers to the acquisition of all shares in Mogiana Alimentos S.A. (acquired by subsidiary BRF in February 2022, with maturity in 6 years).
(b) In the parent, the amount presented refers to loans with subsidiaries or controlling shareholders and in the consolidated, it refers to the acquisition of MFG. A breakdown of the balance can be found in Note 36 – Related-party transactions.
26. PROVISION FOR CONTINGENCIES
26.1. Provision
The Company is involved in several labor, tax and civil proceedings, in the ordinary course of business, for which provisions based on legal advisors’ estimates have been set up.
The main information about these proceedings is presented below:
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Labor and social security | 54,451 | 54,027 | 608,886 | 689,014 | |
Tax | 47,956 | 46,942 | 5,494,308 | 5,458,631 | |
Civil | 183,556 | 121,090 | 1,250,681 | 1,244,066 | |
285,963 | 222,059 | 7,353,875 | 7,391,711 | ||
Current liabilities | - | - | 721,318 | 784,296 | |
Non-current liabilities | 285,963 | 222,059 | 6,632,557 | 6,607,415 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The following table shows the changes in provisions:
Parent | Consolidated | |||||||||
Labor and social security |
Tax | Civil | Total | Labor and social security |
Tax | Civil | Total | |||
Balance at December 31, 2024 | 54,027 | 46,942 | 121,090 | 222,059 | 689,014 | 5,458,631 | 1,244,066 | 7,391,711 | ||
Estimate accrued, net | 18,012 | 1,014 | 62,466 | 81,492 | 93,625 | 19,234 | 56,603 | 169,462 | ||
Acquisition of related party | - | - | - | - | 179 | 41,056 | - | 41,235 | ||
Payments | (17,588) | - | - | (17,588) | (163,563) | (24,076) | (44,173) | (231,812) | ||
Translation gains (losses) | - | - | - | - | (10,369) | (537) | (5,815) | (16,721) | ||
Balance at March 31, 2025 | 54,451 | 47,956 | 183,556 | 285,963 | 608,886 | 5,494,308 | 1,250,681 | 7,353,875 |
26.1.1. Labor and social security
The Company is a defendant in labor claims filed by the Public Prosecutor. In the opinion of Management and legal advisors, the provision is sufficient to cover probable losses. Most of the labor claims filed against the Company refer to matters usually alleged in the segment, such as dismissal with cause, preparation time, breaks for personnel who work in refrigerated environments, work accidents, commuting time, ergonomic hazard, among others.
The Company’s Management believes no individual labor claim is relevant.
26.1.2. Tax
Based on the opinion of its legal advisors, the Company revised its estimate for unmaterialized tax risks in view of certain proceedings and legal discussions involving the Administrative Council of Tax Appeals (CARF), in addition to decisions on matters under dispute.
The main discussions refer to ICMS assessments due to non-compliance with accessory obligations, error in the calculation of the tax base, lack of reversal of credit granted, lack of proof of export, omission of output in relation to inputs, use of ICMS credits on materials for use and consumption, presumed ICMS credit, ICMS tax substitution, ICMS rate differential on seasoned products, disallowance of PIS and COFINS credits on inputs, disallowance of estimated IRPJ/CSLL offset, lack of addition of profits abroad in the calculation of tax and contribution on income, GILRAT and IOF.
The Company, supported by its legal advisors, considered sufficient the amounts recorded in provision for potential impacts in the event that such risks materialize.
26.1.3. Civil
Based on the opinion of legal advisors, Management recognized a provision for lawsuits considered as probable risk of loss. The civil lawsuits of the Company typically involve disputes related to commercial agreements, indemnity claims, breach of contract claims, regulatory, environmental and real estate issues, consumer relations, business combinations among other matters. Additionally, the Company records an accrued amount substantially composed of the termination of the agreement for sponsorship of the Brazilian Football Teams entered into with the Brazilian Football Confederation (CBF), and reflects the adjustment of the existing risk for inflation - and also due to a Public Civil Action filed by the Federal Prosecutor's Office aiming at civil compensation for damages caused due to the transportation of overweight cargo on federal highways.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
26.2. Contingent liabilities
Contingent liabilities, whose likelihood of loss for the Company was defined by its legal advisors as possible and, therefore, are not recognized in the financial statements, are shown below:
Parent | Consolidated | ||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||
Labor and social security | 78,122 | 80,399 | 330,597 | 356,683 | |
Tax | 4,850,667 | 4,791,654 | 21,209,979 | 20,658,601 | |
Civil | 51,801 | 92,461 | 1,641,440 | 1,622,056 | |
4,980,590 | 4,964,514 | 23,182,016 | 22,637,340 |
26.2.1. Labor and social security
The labor and social security lawsuits in which the Company is party typically involve issues usually alleged in the segment, such as dismissal with cause, preparation time, breaks for personnel who work in refrigerated environments, work accidents, commuting time, ergonomic hazards and others.
26.2.2. Tax
The main tax matters discussed at court that in the opinion of Management and legal advisors are rated as possible losses for the Company is presented below.
Federal taxes and contributions
The Company was a party to administrative proceedings and court claims filed by the Federal Government, claiming:
a) | No increase in taxable income and IRPJ/CSLL base for profits earned abroad, disallowance of goodwill amortization and non-subjection to tax of interest from loan agreements in force with subsidiaries abroad; |
b) | Disallowance of PIS/COFINS credits used for the offset of taxes; |
c) | Payment of IOF related to checking account agreements executed among the companies of the group; |
d) | Disallowances of PIS and COFINS credits resulting from the non-cumulative system due to differences in the concept of disallowed inputs and their use in the production process, as well as the requirement to tax income relating to presumed ICMS credits, differences relating to tax classification, extemporaneous credits and others; |
e) | Subsidiary BRF was assessed by the Brazilian Federal Revenue Service for alleged failure to pay Income and Social Contribution Taxes on profits earned by its subsidiaries abroad. The defenses are supported by the fact that the subsidiaries abroad are exclusively subject to full taxation in the countries in which they are headquartered as a result of treaties to avoid double taxation; |
f) | Non-approval of offsets of presumed IPI credits arising from the acquisition of non-taxed products and intermediate materials; |
g) | Collection of social security contributions on payroll, profit sharing, GILRAT for financing special retirement, SAT/RAT, as well as other amounts of various natures; and |
h) | Customs fine on imports, alleged lack of proof of drawback and disallowance of REINTEGRA credit. |
The Company has other federal tax debts, whose collection suits are individually immaterial.
State VAT - ICMS
There are administrative and judicial proceedings, requiring:
a) | Tax deficiency notices discussing the collection of ICMS in the state of Goiás related to the disallowance of ICMS credits due to noncompliance with accessory obligations, error in the basis for calculation of the value due in ICMS taxes, failure to return credits granted after goods were returned, failure to return ICMS credits on the acquisition of inputs/goods proportionally to disbursements, failure to substantiate exports of goods abroad; |
b) | Disallowance by the States of destination of the goods, of the ICMS credit arising from tax incentives granted by the States of origin unilaterally, without approval of an agreement by the National Council of Fiscal Policy (“CONFAZ”), the so-called “tax war”; non-proof of export; infraction notices from the state of Rio de Janeiro, due to alleged non-compliance with the Term of Agreement that provided for a tax benefit; public-interest civil action in Rio de Janeiro regarding the use of tax benefit; and ICMS tax assessment notice in Goiás referring to the exclusion of the credit reversal from the PROTEGE calculation basis; among other lawsuits. The reductions in contingencies related to the tax war are due to the recognition of credits by the States, according to LC 160 and ICMS Agreement 190; and |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
c) | Alleged differences in tax substitution regime; disallowance of presumed ICMS credit arising from tax benefits provided for in PRODEPE due to alleged non-compliance with accessory obligations; disallowance of presumed credit on transfers as the Tax Authorities understand that the PRODEIC benefit only applies to sales transactions; disallowance of ICMS credit on transfers of goods intended for commercialization on the grounds that the calculation basis used would have been higher than the production cost defined in complementary law 87/96 (art. 13, paragraph 4); and disallowance of ICMS credit on intermediate materials that the Tax Authorities classified as for use and consumption. |
The Company is a party to administrative proceedings and lawsuits, whose collection suits are individually immaterial.
Municipal taxes
The Company is involved in a lawsuit which claims the collection of municipal taxes, such as alleged differences in Property tax (IPTU), fees and ISSQN (Services tax).
26.2.3. Civil
The civil lawsuits of the Company typically involve litigations related to business agreements and others refer mainly to disputes arising from allegations of contractual breach and non-compliance with legal obligations of various natures, such as disputes arising from contracts in general, disputes relating to intellectual property, regulatory, environmental and real estate issues, consumer relations, among other matters.
26.3. Additional information
National Beef business
Five class actions and thirty-one individual plaintiff actions were filed in the United States, and two class actions in Canada, claiming that the Company and/or its subsidiary, National Beef, with other companies in the industry, allegedly colluded to control cattle and meat prices. In all the actions, the court issued decisions that excluded the Company as a defendant and maintained National Beef. National Beef has also been notified of a civil investigation conducted by the US Department of Justice and approximately thirty state attorneys' offices regarding the purchase of fed cattle and sale of beef. National Beef responded to federal and state requests for information and cooperated with investigations. National Beef is also a defendant in a class action filed in the United States claiming that a group of protein companies allegedly conspired to reduce and fix the wages and benefits paid. National Beef has sound defenses against all claims, but has recorded a provision for the related amounts and has been negotiating a possible settlement related to the claim involving salaries and benefits, which is pending approval by the court.
27. EQUITY
Equity was broken down as follows:
Note | 03/31/2025 | 12/31/2024 | ||
Share capital | 27.1. | 10,367,391 | 10,367,391 | |
Capital reserves and treasury shares | 27.2. | (1,943,472) | (2,141,436) | |
Legal reserve | 27.3. | 624,664 | 624,664 | |
Tax incentive reserve | 27.4. | 964,286 | 964,286 | |
Earnings reserve | 27.5. | 2,637,330 | 2,637,330 | |
Other comprehensive income | 27.6. | (9,921,865) | (9,628,091) | |
Retained earnings | 88,132 | - | ||
2,816,466 | 2,824,144 |
27.1. Capital
The subscribed and paid-in share capital in the period ended March 2025 was R$ 10,367,391, comprising 857,928,119 shares and in the year ended December 2024 it was R$ 10,367,391, comprising 886,000,000 common shares with no par value.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
In the period ended March 2025, 618,281,980 shares, or 72.07% of the Company's capital, were held by the controlling shareholders: Marcos Antonio Molina dos Santos, Marcia Aparecida Pascoal Marçal dos Santos and companies in which they are partners (company controlled by Marcos and Marcia, each with a 50% equity interest), the free float was 237,573,511 shares or 27.69%, of which 708,700 shares or 0.08% of the Company's capital were held in treasury, and 1,363,928 shares or 0.16% are held by its Board of Directors (BD), Audit Board (AB) and Executive Board (EB).
Below we demonstrate the calculation of the “free float”:
Share capital | ||||
Common shares | Balance at March 31, 2025 |
Balance at December 31, 2024 |
||
Controlling shareholders | 618,281,980 | 597,163,480 | ||
Total controlling shareholders | 618,281,980 | 597,163,480 | ||
Treasury shares | 708,700 | 3,769,575 | ||
Shares held by BD, AB and EB | 1,363,928 | 1,637,128 | ||
Free float | 237,573,511 | 283,429,817 | ||
Total | 239,646,139 | 288,836,520 | ||
Number of shares | 857,928,119 | 886,000,000 | ||
Total share capital (R$ ‘000) | 10,367,391 | 10,367,391 |
27.2. Capital reserves and treasury shares
The balances of the capital reserves and treasury shares were broken down as follows:
Capital reserves and treasury shares | Balance at December 31, 2024 |
Translation gains (losses) |
(Acquisition) / disposal |
Balance at March 31, 2025 |
Capital reserve | ||||
Gain on capital transactions (a) | 2,041,705 | - | 647,042 | 2,688,747 |
Goodwill on capital transactions (b) | (1,986,353) | 144,186 | - | (1,842,167) |
Goodwill on stock option | (18,897) | - | - | (18,897) |
Treasury shares - BRF | (639,521) | - | (210,424) | (849,945) |
Share-based payment - BRF | (19,403) | - | 197 | (19,206) |
Common shares | 184,800 | - | - | 184,800 |
(437,669) | 144,186 | 436,815 | 143,332 | |
Treasury shares | ||||
Treasury shares | (1,703,767) | - | (383,037) | (2,086,804) |
(1,703,767) | - | (383,037) | (2,086,804) | |
(2,141,436) | 144,186 | 53,778 | (1,943,472) |
(a) Refers to BRF S.A., PlantPlus Brasil Ltda. and MFG Agropecuária Ltda.
(b) Refers to National Beef Packing Company, LLC, QuickFood S.A., Zutfray S.A. and Frigorífico Tacuarembó S.A.
Capital reserve
The capital reserves reflect the contributions made by shareholders that are directly related to the formation or increase of the capital stock, the changes in the relative interest of the parent in subsidiaries that do not result in the obtainment or loss of control, as well as gains and/or goodwill on capital transactions.
Treasury shares
The Company held 708,700 common shares in treasury, which were booked at the amount of R$ 10,816, which corresponds to the average cost of R$ 15.26 per share.
Treasury shares amounted to R$ 2,086,804, of which R$ 2,075,988 refers to treasury shares canceled.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Changes in treasury shares in the period are shown below:
Held in treasury | Number of shares | Amount (R$ ‘000) |
Balance at December 31, 2024 | 3,769,575 | 64,620 |
(+) Acquisition - share buyback program | 25,011,800 | 383,050 |
(-) Cancellation of treasury shares | (28,071,881) | (436,841) |
(-) Disposal - Stock options | (794) | (13) |
Balance at March 31, 2025 | 708,700 | 10,816 |
Share buyback program
On February 26, 2025, the Board of Directors approved a new Share Buyback Plan (“Share Buyback Plan”), in accordance with the following terms and conditions (in compliance with Appendix G of CVM Resolution 80/22), authorizing the Company to acquire up to 23,801,131 (twenty-eight million, seventy-one thousand, eight hundred and eighty-one) common shares, corresponding to 2.77% of the total shares issued by the Company and 10% of the outstanding shares.
During the period ended March 2025, the Company repurchased 25,011,800 shares for R$ 383,050, referring to the Company's share buyback program.
Cancellation of treasury shares
On February 26, 2025, the Company’s Board of Directors approved the cancellation of 28,071,881 (twenty-eight million, seventy-one thousand, eight hundred and eighty-one) common shares, with no par value, issued by the Company and held in treasury, without a reduction in the share capital. With the approval of share cancellation, the Company’s share capital comprises 857,928,119 (eight hundred fifty-seven million, nine hundred twenty-eight thousand, one hundred and nineteen) registered, book-entry common shares without par value.
Share buyback program of subsidiary BRF
On February 26, 2025, subsidiary BRF’s Board of Directors approved, within the scope of the program for the acquisition of shares issued by it, an additional 15,000,000 common shares in the amount of R$ 6,544,000 already repurchased by subsidiary BRF to this date.
During the period ended March 2025, subsidiary BRF repurchased 21,044,000 shares for R$ 416,742, referring to Program II, started on May 7, 2024.
27.3. Legal reserve
It is 5% (five percent) of the Company’s net income, as defined in its bylaws and current corporate legislation. The balance of the legal reserve in the period ended March 2025 was R$ 624,664, remaining unaltered in relation to December 2024.
27.4. Tax incentive reserve
The Company benefits from state governments subsidies related to ICMS (State VAT) as follows: Program for Industrial and Commercial Development of the state of Mato Grosso (“PRODEIC”) and Tax Incentive Program for Industries (LC 93/2001 - MS), such incentives are directly associated to the investment in manufacturing facilities, job generation, economic and social development, and to the harmonious and integrated growth of industrial operations.
The subsidies in the states of Rio Grande do Sul and Rondônia, the State Program for Development, Coordination and Quality of the Agribusiness System of Cattle, Sheep and Buffalo (Agregar-RS Carnes) and the Program for Regional Development of the State Council (CONDER-RO), now recorded in the tax incentive reserve, are maintained, as the Company obtained the benefits up to the date of transfer of the assets.
The balance of the tax incentive reserve in the period ended March 2025 was R$ 964,286, unchanged in relation to December 2024.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
27.5. Earnings reserves
The earnings reserves balance in the period ended March 2025 was R$ 2,637,330, remaining unaltered in relation to December 2024.
27.6. Other comprehensive income
The balance of other comprehensive income was broken down as follows:
Other comprehensive income | Balance at December 31, 2024 |
Effect from exchange variation |
Realization | Amounts in liabilities related to assets held for sale |
Balance at March 31, 2025 |
Exchange variation on net investments and balance sheet conversion | 4,422,217 | (580,912) | - | (26,688) | 3,814,617 |
Exchange variation on loan | (14,129,015) | 348,349 | - | - | (13,780,666) |
Exchange variation on goodwill | 1,174,626 | (198,122) | - | (47,448) | 929,056 |
Deemed cost | 60,428 | - | (228) | - | 60,200 |
Gains (losses) on net investment hedge | (232,010) | - | 52,043 | - | (179,967) |
Gains (losses) on interest hedge | (892,680) | - | 158,276 | - | (734,404) |
Actuarial gains (losses) on pension plans and post-employment benefits | (8,163) | - | 632 | - | (7,531) |
Gains (losses) on realization of investments at FVOCI | (23,494) | - | 324 | - | (23,170) |
(9,628,091) | (430,685) | 211,047 | (74,136) | (9,921,865) |
28. NET SALES REVENUE
Parent | Consolidated | ||||
YTD | YTD | YTD | YTD | ||
2025 | 2024 | 2025 | 2024 | ||
Revenue from sales of products - domestic market | |||||
Third parties | 1,161,785 | 1,115,653 | 29,514,815 | 22,677,957 | |
Related parties | 193,064 | 105,532 | 1,240 | 3,823 | |
1,354,849 | 1,221,185 | 29,516,055 | 22,681,780 | ||
Revenue from sales of products - foreign market | |||||
Third parties | 61,601 | 131,436 | 12,331,085 | 10,958,073 | |
Related parties | 1,248,481 | 945,709 | 63 | 583 | |
1,310,082 | 1,077,145 | 12,331,148 | 10,958,656 | ||
Gross operating revenue | 2,664,931 | 2,298,330 | 41,847,203 | 33,640,436 | |
Deductions from gross sales | |||||
Taxes on sales | (54,903) | (52,915) | (1,343,377) | (1,226,754) | |
Returns and discounts | (128,540) | (103,999) | (1,098,817) | (822,766) | |
(183,443) | (156,914) | (2,442,194) | (2,049,520) | ||
Net sales revenue | 2,481,488 | 2,141,416 | 39,405,009 | 31,590,916 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
29. COST AND EXPENSES BY NATURE
The Company has chosen to present the statement of income by function and presents below expenses by nature:
Parent | Consolidated | ||||
YTD | YTD | YTD | YTD | ||
2025 | 2024 | 2025 | 2024 | ||
Cost of products and goods sold | |||||
Inventory costs | (1,746,316) | (1,621,045) | (30,303,599) | (23,887,297) | |
Depreciation and amortization | (33,705) | (29,927) | (1,500,411) | (1,429,929) | |
Employee salaries and benefits | (161,636) | (106,314) | (2,958,066) | (2,435,967) | |
(1,941,657) | (1,757,286) | (34,762,076) | (27,753,193) | ||
Selling expenses | |||||
Depreciation and amortization | (432) | (429) | (124,574) | (137,287) | |
Employee salaries and benefits | (13,182) | (15,808) | (596,268) | (488,543) | |
Freight | (89,836) | (79,121) | (1,400,887) | (1,241,843) | |
Export expenses | (17,110) | (19,756) | (188,744) | (171,574) | |
Marketing | (7,624) | (7,976) | (280,823) | (254,862) | |
Other | (7,701) | (5,720) | (146,857) | (174,586) | |
(135,885) | (128,810) | (2,738,153) | (2,468,695) | ||
General and administrative expenses | |||||
Depreciation and amortization | (29,472) | (3,375) | (169,771) | (128,935) | |
Employee salaries and benefits | (7,968) | (11,248) | (206,495) | (194,048) | |
Third-party services | (43,378) | (26,220) | (158,580) | (103,745) | |
Other | (8,200) | (7,382) | (112,119) | (38,016) | |
(89,018) | (48,225) | (646,965) | (464,744) |
30. NET FINANCIAL RESULT
The Company’s financial income (expenses) is as follows:
Parent | Consolidated | ||||
YTD | YTD | YTD | YTD | ||
2025 | 2024 | 2025 | 2024 | ||
Interest received, earnings from financial investments | 59,955 | 25,010 | 413,871 | 340,144 | |
Interest accrued, debentures and lease with financial institutions | (685,521) | (413,396) | (1,655,178) | (1,278,231) | |
Inflation adjustments, bank expenses, amortizations, costs on debt and other | (56,717) | (81,152) | (9,887) | (138,551) | |
Translation gains and losses | (152,047) | 360,219 | (88,887) | 104,134 | |
Total | (834,330) | (109,319) | (1,340,081) | (972,504) | |
Financial income | |||||
Third parties | 1,401,952 | 719,845 | 3,731,428 | 1,926,083 | |
Related parties(a) | 29,623 | 104,709 | - | - | |
1,431,575 | 824,554 | 3,731,428 | 1,926,083 | ||
Financial expenses | |||||
Third parties | (1,992,360) | (752,517) | (5,071,509) | (2,898,587) | |
Related parties(a) | (273,545) | (181,356) | - | - | |
(2,265,905) | (933,873) | (5,071,509) | (2,898,587) | ||
Total | (834,330) | (109,319) | (1,340,081) | (972,504) |
(a) The financial result balances with related parties are detailed in note 36 - Related parties.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
31. EARNINGS (LOSS) PER SHARE
The following table shows the calculation of basic and diluted earnings (loss) per share:
03/31/2025 | 03/31/2024 | |||||
Income attributable to shareholders | 88,648 | 26,925 | ||||
Income (loss) attributable to shareholders from discontinued operations | (744) | 35,693 | ||||
Income (loss) attributable to shareholders from the Company | 87,904 | 62,618 | ||||
Common shares | 857,928,119 | 932,000,000 | ||||
Weighted average number of outstanding shares (units) | 866,559,549 | 636,764,704 | ||||
Basic and diluted earnings (loss) (in R$) | 0.1023 | 0.0423 | ||||
Basic and diluted earnings (loss) (in R$) from discontinued operations | (0.0009) | 0.0561 | ||||
Earnings or losses attributable to shareholders from the Company(a) | 0.1014 | 0.0984 |
(a) | When there are no potential diluted common shares (such as stock option), the number of shares considered in the calculation of basic and diluted earnings remains the same. |
32. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
32.1. Overview
In its activities, the Company is subject to market risks related to exchange rate gains (losses), variable income, interest rate and commodities price fluctuations. In order to minimize these risks, the Company has policies and procedures to minimize these exposures and may use hedging instruments, as long as previously approved by the Board of Directors.
Among the Company’s guidelines we highlight: monitoring levels of exposure to each market risk; measuring these risks; setting limits for making decisions and using hedging mechanisms, always aiming at minimizing the foreign exchange exposure of its debts, cash flows and interest rates.
The Company shall be represented exclusively by its Officers and Attorney-in-Fact, observing the limitations provided in the Bylaws, and subject to approval of the Board of Directors for acts and transactions in amounts exceeding such limit.
The Company only enters into transactions with derivatives or similar instruments that offer a maximum protection against: foreign currencies, interest rates and commodity prices, and also adopts a conservative policy of not entering into transactions that could affect its financial position. The Company does not enter into leveraged transactions with derivatives or similar instruments.
The Company also has a sound financial policy, maintaining a high level of cash balance, cash equivalents and short-term investments. At the same time, the maturity of the Company’s long-term indebtedness is distributed in such way that it is not concentrated in any single year.
Assets and liabilities presented in the balance sheet relating to derivative transactions, which are intended for equity hedge, are shown below:
Parent | Consolidated | ||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | ||||
Derivative financial instruments - receivable | 19,677 | 8,641 | 666,561 | 336,551 | |||
Derivative financial instruments - payable | (1,035,709) | (1,243,238) | (1,303,808) | (1,866,472) | |||
(1,016,032) | (1,234,597) | (637,247) | (1,529,921) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
32.2. Financial instruments by category
The Company’s financial assets and liabilities are classified as below:
Parent | ||||||||
Financial assets | Fair value through | |||||||
Amortized cost | profit or loss and OCI | |||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||
Cash and cash equivalents | 263,664 | 732,320 | - | - | ||||
Financial investments and marketable securities | 1,158,454 | 5,717,946 | 1,915,927 | - | ||||
Trade accounts receivable | 8,285,525 | 9,153,215 | - | - | ||||
Derivative financial instruments (a) | - | - | 19,677 | 8,641 | ||||
Notes receivable | 1,079 | 1,084 | - | - | ||||
Notes receivable - related parties | 3,368,827 | 3,539,815 | - | - | ||||
13,077,549 | 19,144,380 | 1,935,604 | 8,641 | |||||
Financial liabilities | Fair value through | |||||||
Amortized cost | profit or loss and OCI | |||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||
Trade accounts payable | 1,695,094 | 1,801,269 | - | - | ||||
Loans, financing and debentures | 20,813,854 | 21,253,858 | - | - | ||||
Lease payable | 372,895 | 373,855 | - | - | ||||
Derivative financial instruments (a) | - | - | 1,035,709 | 1,243,238 | ||||
Notes payable - related parties | 21,732,699 | 24,546,618 | - | - | ||||
44,614,542 | 47,975,600 | 1,035,709 | 1,243,238 |
(a) All derivatives are classified at fair value through profit or loss. However, those designated as hedge accounting instruments also have their effects on Other Comprehensive Income in Equity.
Consolidated | ||||||||
Financial assets | Fair value through | |||||||
Amortized cost | profit or loss and OCI | |||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||
Cash and cash equivalents | 3,848,230 | 4,516,687 | 6,980 | - | ||||
Financial investments and marketable securities | 2,348,814 | 17,452,129 | 14,064,092 | 874,510 | ||||
Restricted cash | 326,973 | 336,815 | - | - | ||||
Trade accounts receivable | 7,690,635 | 8,932,224 | 253,265 | 266,210 | ||||
Derivative financial instruments (a) | - | - | 666,561 | 336,551 | ||||
Notes receivable | 42,523 | 41,486 | - | - | ||||
Notes receivable - related parties | - | 26,601 | - | - | ||||
14,257,175 | 31,305,942 | 14,990,898 | 1,477,271 | |||||
Financial liabilities | Fair value through | |||||||
Amortized cost | profit or loss and OCI | |||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||
Trade accounts payable | 20,903,987 | 20,273,612 | - | - | ||||
Loans, financing and debentures (b) | 51,548,733 | 54,788,795 | 6,334,836 | 6,334,836 | ||||
Lease payable | 5,691,286 | 4,896,200 | - | - | ||||
Derivative financial instruments (a) | - | - | 1,303,808 | 1,866,472 | ||||
Notes payable - investments Brazil | 255,885 | 257,262 | - | - | ||||
Notes payable - related parties | 48,001 | - | - | - | ||||
78,447,892 | 80,215,869 | 7,638,644 | 8,201,308 |
(a) All derivatives are classified at fair value through profit or loss. However, those designated as hedge accounting instruments also have their effects on Other Comprehensive Income in Equity or in Inventories.
(b) The portion of loans and financing that is object of fair value hedge is classified as Fair value through profit or loss. The remaining balance of loans and financing is classified as Amortized cost, and those designated as cash flow or net investment hedging instruments also have their effects on Equity.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Details of the accounting policies and methods used (including criteria for recognition, measurement bases and criteria for recognition of gains and losses) for each class of financial instruments and equity are presented in note 3.1 to the financial statements as of December 31, 2024.
32.3. Fair value of financial instruments
The method used by the Company to determine market value consists in calculating the future value based on contracted conditions and determining the present value based on market curves obtained from Bloomberg’s database, except for futures market derivatives whose fair values are calculated based on the daily adjustments of variations in market prices of commodities and futures acting as counterpart.
The Company classifies the measurement of fair value according to hierarchical levels which reflect the importance of indices used in such measurement, as follows:
Level 1: Prices quoted in (non-adjusted) active market for identical assets and liabilities.
Level 2: Other available information, except those of Level 1, where quoted prices relate to similar assets and liabilities, whether directly, by obtaining prices in active markets, or indirectly, such as valuation techniques using active market data.
Level 3: Indices used for the calculation do not derive from an active market. The Company does not have instruments at this measurement level.
Currently, the fair value of all the financial instruments of the Marfrig Group is reliably measured and hence these are classified as level 1 and 2, as shown below:
Parent | Consolidated | |||||||
Level 1 | Level 2 | Level 1 | Level 2 | |||||
Current and non-current assets | ||||||||
Cash and cash equivalents | - | - | 6,980 | - | ||||
Financial investments and marketable securities | 1,350,981 | 564,946 | 7,669,819 | 6,394,273 | ||||
Trade accounts receivable | - | - | - | 253,265 | ||||
Derivative financial instruments | - | 19,677 | - | 666,561 | ||||
Current and non-current liabilities | ||||||||
Loans, financing and debentures | - | - | - | (6,334,836) | ||||
Derivative financial instruments | (27) | (1,035,682) | (27) | (1,303,781) | ||||
Total | 1,350,954 | (451,059) | 7,676,772 | (324,518) |
Management understands that the results obtained with derivative transactions are in line with the risk management strategy adopted by the Company.
32.4. Credit risk management
The Company is subject to credit risk. Credit risk deals with group’s financial losses if a customer or counterpart in a financial instrument fails to comply with contractual obligations, which arise from most receivables.
The Company limits its exposure by analyzing credit and managing customer’s portfolio, seeking to minimize the economic exposure to a certain customer and/or market that may represent significant losses.
The Global Credit Risk Policy determines the guideline for financial credit risk management based on the following:
a) Limit of counterparty’s credit risk concentration to 15% of total current assets;
b) Investments in solid and prime financial institutions, based on their financial rating; and
c) Balance between assets and liabilities.
Conducted evaluations are based on information flows and follow-up of the volume of purchases in the market. The internal controls cover the assignment of credit limits.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The maximum exposure to credit risk for the Company is the trade accounts receivable shown in Note 6, where the value of the effective risk of possible losses is presented as provision for credit risk.
Values subject to credit risk:
Parent | Consolidated | |||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||
Cash and cash equivalents | 263,664 | 732,320 | 3,855,210 | 4,516,687 | ||||
Financial investments and marketable securities | 3,074,381 | 5,717,946 | 16,412,906 | 18,326,639 | ||||
Trade accounts receivable | 8,285,525 | 9,153,215 | 7,943,900 | 9,198,434 | ||||
Other receivables | 81,281 | 98,866 | 829,900 | 836,065 | ||||
11,704,851 | 15,702,347 | 29,041,916 | 32,877,825 |
32.5. Liquidity risk management
Liquidity risk arises from the Company’s working capital management and the amortization of the principal and finance charges of debt instruments. This is the risk that the Company will face difficulties to settle its falling due payables.
The Company manages its capital based on parameters to optimize the capital structure focused on liquidity and leverage metrics that enable a return to shareholders over the medium term, consistent with the risks assumed in the transaction.
The main indicator for monitoring is the modified immediate liquidity ratio, which is the ratio between the available funds (cash, cash equivalents, financial investments and marketable securities) and current indebtedness (short term). The indices presented below refer to continuing operation:
Parent | Consolidated | |||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||
Available funds | 3,338,045 | 6,450,266 | 19,976,742 | 22,519,515 | ||||
Short-term loans and financing | 2,989,160 | 4,479,301 | 6,621,740 | 8,352,851 | ||||
Modified liquidity ratio | 1.12 | 1.44 | 3.02 | 2.70 |
32.6. Market risk management
The Company is exposed to market risks arising from commodity prices, interest rates, variable income (shares) and exchange rates. For each risk, the Company conducts continuous management and sensitivity studies presented in this note.
32.7. Interest rate risk
Interest rate risk refers to the Company’s risk of incurring economic losses due to negative changes in interest rates. This exposure basically refers to changes in market interest rates which affect the Company’s assets and liabilities indexed to the TJLP (Long-Term Interest Rate) or CDI (Interbank Deposit Rate).
In order to reduce debt service costs, the Company continually monitors market interest rates to assess the need to enter into new derivative contracts to hedge its operations against the risk of fluctuations of these rates.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The interest rate exposure risk of the Company is as follows:
Parent | Consolidated | |||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||
Exposure to CDI rate: | ||||||||
NCE/Working capital | - | - | 1,129,085 | 1,113,402 | ||||
CPR/CCB | 2,801,550 | 4,599,447 | 2,801,550 | 4,599,447 | ||||
CRA | 10,537,853 | 10,420,713 | 11,554,582 | 11,396,448 | ||||
Debentures | - | - | 5,507,109 | 5,337,210 | ||||
(-) CDB-DI (R$) | (564,946) | (1,570,296) | (6,394,273) | (5,287,255) | ||||
Subtotal | 12,774,457 | 13,449,864 | 14,598,053 | 17,159,252 | ||||
Exposure to SOFR rate: | ||||||||
Prepayment/NCE/ACC (US$) | 5,214,488 | 5,005,723 | 5,214,488 | 5,005,723 | ||||
Revolving credit facility (US$) | - | - | 3,714,215 | 3,057,761 | ||||
Bank loan (US$) | - | - | 2,701,758 | 3,435,723 | ||||
Subtotal | 5,214,488 | 5,005,723 | 11,630,461 | 11,499,207 | ||||
Total | 17,988,945 | 18,455,587 | 26,228,514 | 28,658,459 |
Derivative financial instruments to hedge against interest rate exposures are presented below:
Consolidated | |||||||||||
Fair value hedge - Derivative instruments | Hedged item | Assets | Liabilities | Notional | 03/31/2025 | ||||||
MtM R$ | |||||||||||
Interest swap | Debenture - 1st issue - 3rd series - IPCA + 5.50% p.a. | IPCA + 5.50% p.a. | CDI + 0.57% p.a. | BRL | 200,000 | 31,511 | |||||
Interest swap | Debenture - 1st issue - 3rd series - IPCA + 5.50% p.a. | IPCA + 5.50% p.a. | 100% of CDI | BRL | 200,000 | 24,965 | |||||
Interest swap | Debenture - 2nd issue - 1st series - IPCA + 5.30% p.a. | IPCA + 5.30% p.a. | CDI + 2.20% p.a. | BRL | 400,000 | 79,650 | |||||
Interest swap | Debenture - 2nd issue - 2nd series - IPCA + 5.60% p.a. | IPCA + 5.60% p.a. | CDI + 2.29% p.a. | BRL | 595,000 | 85,746 | |||||
Interest swap | Debenture - 3rd issue - single series - IPCA + 4.78% p.a. | IPCA + 4.78% p.a. | CDI + 0.12% p.a. | BRL | 1,000,000 | 92,810 | |||||
Interest swap | Debenture - 1st issue - 1st series - IPCA + 6.83% p.a. | IPCA + 6.83% p.a. | 109.32% of CDI | BRL | 990,000 | 83,298 | |||||
Interest swap | Debenture - 5th issue - IPCA + 7.23% | IPCA + 7.23% p.a. | CDI + 0.98% p.a. | BRL | 1,595,000 | (106,235) | |||||
Interest swap | Debenture - 5th issue - Fixed + 12.92% | PRE + 12.92% p.a. | CDI + 0.89% p.a. | BRL | 925,000 | (103,822) | |||||
5,905,000 | 187,923 |
Cash flow hedge
The Company designates as cash flow hedge derivative financial instruments for protection of cash flow (swap), exchanging cash flows based on a notional amount, a term and other pre-established conditions and criteria.
The Company has swap contracts designated as cash flow hedge accounting, as shown below:
Consolidated | ||||||||||
Cash
flow hedge - Derivative instruments |
Hedged item | Assets | Liabilities | Notional | 03/31/2025 | |||||
MtM R$ | ||||||||||
Interest rate swap | CRA | IPCA | CDI | BRL | 9,159,781 | (1,019,365) | ||||
9,159,781 | (1,019,365) |
32.8. Commodity price risk
Cattle commodities
In its activities, the Company purchases cattle commodity, which is the largest individual component of the beef segment production cost and is subject to certain variables. The price of cattle acquired from third parties is directly related to market conditions, and is influenced by domestic availability and foreign market demand. To reduce the impact of risks on cattle commodity prices, the Company holds cattle in feedlots and trades derivative financial instruments in the futures market, as well as other operations.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The derivative financial instruments used to hedge against cattle commodity price risk, which are not designated for hedge accounting, are shown below:
Consolidated | ||||||||||
Instrument | Hedged item | Register | Notional US$ | Notional R$ | 03/31/2025 | |||||
MtM R$ | ||||||||||
Futures | Fed cattle | B3 | (26,040) | (149,529) | (27) | |||||
Futures | Fed cattle | CME | 1,165 | 6,689 | 16,515 | |||||
(24,875) | (142,840) | 16,488 |
Corn and soybean meal, grain and oil commodities
The prices of corn and soybean meal, grain and oil are exposed to price risks arising from future purchases. This risk is managed through physical inventories, order balances at a fixed price and through derivative financial instruments.
Limits are established to protect the purchase flow of corn and soybean meal, grain and oil, aimed to reduce the impact of an increase in the price of these raw materials, and include the possible use of derivative instruments or management of inventories.
Subsidiary BRF purchases commodities at prices to be fixed in the futures and spot markets and, to protect such exposure, contracts derivative instruments in an active position (purchase) to fix such prices in advance.
Derivative financial instruments designated as cash flow hedge accounting to protect against exposure to the price risk of corn and soybean meal, grain and oil commodities to be fixed are shown below:
Consolidated | ||||||||||||||
Cash flow hedge - Derivative instruments | Hedged item | Index | Maturity | Quantity | Price rate (a) | 03/31/2025 | ||||||||
MtM R$ | ||||||||||||||
Collar - purchase | Purchases of soybean meal - price to be fixed | Soybean meal - CBOT | 2nd quarter 2025 | 24,989 | ton | 341.41 | (663) | |||||||
Collar - purchase | Purchases of soybean meal - price to be fixed | Soybean meal - CBOT | 3rd quarter 2025 | 38,989 | ton | 347.84 | (1,824) | |||||||
Collar - purchase | Purchases of soybean meal - price to be fixed | Soybean meal - CBOT | 4rd quarter 2025 | 14,000 | ton | 357.70 | (920) | |||||||
Collar - purchase | Purchases of corn - price to be fixed | Corn - CBOT | 2nd quarter 2025 | 95,997 | ton | 177.93 | 401 | |||||||
Collar - purchase | Purchases of corn - price to be fixed | Corn - B3 | 2nd quarter 2025 | 140,589 | ton | 1,270.26 | 2,262 | |||||||
Collar - purchase | Purchases of corn - price to be fixed | Corn - B3 | 3rd quarter 2025 | 166,941 | ton | 1,256.54 | (1,124) | |||||||
481,505 | (1,868) |
(a) | Base price for each commodity in USD/ton, except for Corn – B3, denominated in R$/ton. |
In certain situations, subsidiary BRF makes future purchases of commodities at fixed prices and, to protect such exposure, contracts derivative instruments in a passive position (sale) to maintain the prices of such purchases at market.
Derivative financial instruments designated as fair value hedge accounting to protect against exposure to the risk of fixed commodity prices are shown below:
Consolidated | ||||||||||||||
Fair value hedge - Derivative instruments | Hedged item | Index | Maturity | Quantity | Price rate (a) | 03/31/2025 | ||||||||
MtM R$ | ||||||||||||||
Non-deliverable forward - sale | Purchases of soybean grain - fixed price | Soybean grain - CBOT | 1st quarter 2025 | 2,000 | ton | 375.36 | (50) | |||||||
Non-deliverable forward - sale | Purchases of corn - fixed price | Corn - CBOT | 3rd quarter 2025 | 76,216 | ton | 173.46 | 992 | |||||||
Non-deliverable forward - sale | Purchases of corn - fixed price | Corn - CBOT | 1st quarter 2025 | 19,899 | ton | 188.25 | 1,006 | |||||||
Non-deliverable forward - sale | Purchases of corn - fixed price | Corn - CBOT | 2nd quarter 2025 | 1,651 | ton | 187.43 | 33 | |||||||
Corn futures - sale | Purchases of corn - fixed price | Corn - B3 | 3rd quarter 2025 | 222,102 | ton | 1,129.29 | (333) | |||||||
Corn futures - sale | Purchases of corn - fixed price | Corn - B3 | 1st quarter 2026 | 6,480 | ton | 1,297.88 | 20 | |||||||
328,348 | 1,668 |
(a) | Base price for each commodity in USD/ton, except for Corn – B3, denominated in R$/ton. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
32.9. Exchange rate risk
Balance sheet exposure
Exchange rate risk consists of the risk of foreign exchange fluctuations leading the Company to incur losses and causing a reduction in the amounts of assets or an increase in the amounts of liabilities.
The Company also has a sound financial policy, maintaining a high level of cash balance and short-term investments with solid financial institutions.
Assets and liabilities in foreign currency are presented as follows:
Parent | ||||||
Description | 03/31/2025 | 12/31/2024 | Effects on result Translation gains (losses) 2025 |
|||
Operating | ||||||
Trade accounts receivable | 8,130,554 | 8,927,853 | (62,314) | |||
Imports payable | 4,566 | (5,837) | 1,515 | |||
Dividends receivable | - | - | (1,244) | |||
Subtotal | 8,135,120 | 8,922,016 | (62,043) | |||
Financial | ||||||
Loans and financing | (7,316,073) | (6,080,636) | 52,207 | |||
Notes payable and receivable | 72,141 | (4,028) | (3,245) | |||
Balance of banks and financial investments(a) | 31,043 | 714,063 | (138,966) | |||
Subtotal | (7,212,889) | (5,370,601) | (90,004) | |||
Total | 922,231 | 3,551,415 | (152,047) | |||
Translation gains | 996,754 | |||||
Translation losses | (1,148,801) | |||||
Translation gains (losses), net | (152,047) |
(a) | Refers only to banks and financial investments balances that generated translation gains (losses). |
Consolidated | ||||||
Description | 03/31/2025 | 12/31/2024 | Effects on result Translation gains (losses) 2025 |
|||
Operating | ||||||
Trade accounts receivable | 3,972,501 | 4,145,785 | (388,876) | |||
Imports payable | (2,991,292) | (2,896,965) | 9,219 | |||
Dividends | 316 | 339 | (1,245) | |||
Other | (310,530) | (447,701) | (360,926) | |||
Subtotal | 670,995 | 801,458 | (741,828) | |||
Financial | ||||||
Loans and financing | (35,890,854) | (37,734,251) | 837,547 | |||
Notes payable and receivable | (263,647) | (357,102) | 158,436 | |||
Balance of banks and financial investments(a) | 6,427,190 | 6,839,357 | (394,735) | |||
Derivative financial instruments | 364,817 | (304,579) | 51,693 | |||
Subtotal | (29,362,494) | (31,556,575) | 652,941 | |||
Total | (28,691,499) | (30,755,117) | (88,887) | |||
Translation gains | 2,630,121 | |||||
Translation losses | (2,719,008) | |||||
Translation gains (losses), net | (88,887) |
(a) | Refers only to banks and financial investments balances that generated translation gains (losses). |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Since it has more financial liabilities in foreign currency than assets, the Company contracted Non-Deliverable Forward (NDF) contracts, all of them non-speculative in nature, to minimize the effects of the foreign exchange variation on its exports, as per the breakdown below:
Consolidated | |||||||||||||
Cash flow hedge - Derivative instruments | Hedged item | Register | Assets | Liabilities | Notional | 03/31/2025 | |||||||
MtM R$ | |||||||||||||
Operations not designated for hedge accounting | |||||||||||||
NDF | FX | OTC | USD | BRL | USD | 10,000 | 3,359 | ||||||
NDF | FX | OTC | USD | GBP | USD | (44,004) | (2,262) | ||||||
NDF | FX | OTC | USD | EUR | USD | (5,445) | (1,068) | ||||||
NDF | FX | OTC | USD | AUD | USD | (1,204) | 169 | ||||||
NDF | FX | OTC | USD | CLP | USD | (6,280) | 614 | ||||||
NDF | FX | OTC | BRL | EUR | EUR | (60,000) | 3,440 | ||||||
NDF | FX | OTC | USD | CLP | CLP | 25,000 | 2,818 | ||||||
NDF | FX | OTC | USD | EUR | EUR | (175,000) | (654) | ||||||
(256,933) | 6,416 |
Operating income exposure
The objective of managing operating income exposure is to protect revenues and costs indexed to foreign currencies. Subsidiary BRF has internal models for the measurement and monitoring of these risks and contracts hedging instruments, designating the relationships as cash flow hedge accounting.
Subsidiary BRF has more revenues denominated in foreign currency than expenses and, therefore, contracts derivative financial instruments to reduce such exposure. Derivative financial instruments designated as cash flow and fair value hedge accounting to protect the exchange rate exposure of operating income.
The cash flow hedge amounts (derivative instruments) are shown below:
Consolidated | |||||||||||||||
Cash flow hedge - Derivative instruments | Hedged item | Assets | Liabilities | Maturity | Exercise rate | Notional | 03/31/2025 | ||||||||
MtM R$ | |||||||||||||||
NDF | Exports in USD | BRL | USD | 2nd quarter 2025 | 5.9430 | USD | 180,000 | 30,393 | |||||||
NDF | Exports in USD | BRL | USD | 3rd quarter 2025 | 6.1740 | USD | 126,000 | 32,797 | |||||||
NDF | Exports in USD | BRL | USD | 4th quarter 2025 | 6.4642 | USD | 127,000 | 49,693 | |||||||
NDF | Exports in USD | BRL | USD | 1st quarter 2026 | 6.3553 | USD | 18,000 | 3,425 | |||||||
Collar | Exports in USD | BRL | USD | 2nd quarter 2025 | 6.0426 | USD | 274,000 | 35,163 | |||||||
Collar | Exports in USD | BRL | USD | 3rd quarter 2025 | 6.2579 | USD | 80,000 | 12,183 | |||||||
Collar | Exports in USD | BRL | USD | 4th quarter 2025 | 6.5806 | USD | 20,000 | 4,555 | |||||||
Collar | Exports in USD | BRL | USD | 1st quarter 2026 | 6.4619 | USD | 24,000 | 908 | |||||||
849,000 | 169,117 |
The Company concluded that part of its cost related to future physical purchases of commodities in dollars also generates exchange rate exposure, contracting the following derivatives and designating them as fair value hedge.
Consolidated | |||||||||||||||
Fair value hedge - Derivative instruments | Hedged item | Assets | Liabilities | Maturity | Exercise rate | Notional | 03/31/2025 | ||||||||
MtM R$ | |||||||||||||||
NDF | Costs in USD | BRL | USD | 3rd quarter 2025 | 6.0634 | USD | 9,426 | 1,957 | |||||||
NDF | Costs in USD | BRL | USD | 1st quarter 2026 | 6.2860 | USD | 4,497 | 417 | |||||||
13,923 | 2,374 |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Investment exposure
Subsidiary BRF has both investments (net assets) and loans (financial liabilities) denominated in foreign currency. To balance the accounting effects, certain non-derivative financial liabilities are designated as instruments to hedge the exchange rate exposure generated by such investments.
Non-derivative financial instruments designated as hedge accounting for net investment are presented below:
Consolidated | |||||||||||||
Fair value hedge - Non-derivative instruments | Hedged item (investment) | Liabilities | Maturity | Exercise rate | Notional | 03/31/2025 | |||||||
MtM R$ (a) | |||||||||||||
Bond - BRF SA BRFSBZ 4.35 | Federal Foods LLC | USD | 3rd quarter 2050 | 3.7649 | USD (b) | 44,158 | (122,191) | ||||||
Bond - BRF SA BRFSBZ 4.35 | BRF Kuwait Food Management Company WLL | USD | 3rd quarter 2050 | 3.7649 | USD (b) | 88,552 | (175,975) | ||||||
Bond - BRF SA BRFSBZ 4.35 | Al Khan Foodstuff LLC | USD | 3rd quarter 2050 | 3.7649 | USD (b) | 53,446 | (118,335) | ||||||
Bond - BRF SA BRFSBZ 4.35 | Al-Wafi Al-Takamol International for Foods Products | USD | 3rd quarter 2050 | 5.1629 | USD (c) | 23,426 | (12,465) | ||||||
209,582 | (428,966) |
(a) | Corresponds to the effective portion of hedge results accumulated in line item Other comprehensive income. |
(b) | Designated on August 1, 2019. |
(c) | Designated on November 9, 2022. |
On February 1, 2025, the subsidiary BRF Foods GmbH was merged into the subsidiary BRF GmbH, and the hedge relationship was discontinued.
32.10. Sensitivity analysis
The financial instruments, including derivatives, may undergo changes in fair value as a result of the fluctuation of exchange rates, interest rates, price indexes and other variables.
The analyses of the sensitivity of derivative and non-derivative financial instruments to these variables are presented below:
Selection of risks
The main risks that may affect the value of the Company's financial instruments are:
a) | Exchange rate US$/R$, US$/CLP, US$/GBP, US$/EUR and US$/AUD; |
b) | Exchange rate R$/TRY, R$/WON, R$/PYG, R$/AOA, R$/SAR and R$/AED; |
c) | Floating interest rate SOFR; |
d) | Inflation rate IPCA; and |
e) | Interest rate CDI and SELIC. |
For purposes of the analysis of sensitivity to risks, the Company presents the exposures to currencies as if they were independent, that is, they do not reflect in the exposure to exchange rate the risks of changes in other exchange rates that could be indirectly influenced by it.
Selection of scenarios
The probable scenario of the Dollar-real exchange rate, the SELIC/CDI interest rate and the IPCA projection for a one-year horizon is based on the FOCUS report disclosed by the Central Bank of Brazil (BACEN). The one-year projection for the dollar is R$ 5.96 and was obtained interpolating the quotations of the current and subsequent years. The Selic rate is expected to close the period at 15% p.a. and the IPCA at 5.65%. The Selic rate is used as a reference for the CDI sensitivity analyses. The probable scenario for the other currencies is calculated based on the parity with the US Dollar.
For SOFR interest rates, Management used the one-year projection of 3.96%, consistent with the market curves.
In the sensitivity analysis, variations of 15% and 30% were estimated for each variable for possible and remote scenarios, respectively.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The sensitivity values below are for changes in financial instruments under each scenario:
Consolidated | ||||||||
Exchange rate - US dollar x real | Gains and (losses) | |||||||
Instrument | Scenario - Exposed amounts |
Probable scenario | Possible scenario 15% |
Remote scenario 30% |
||||
Time deposit | 5,946,791 | 225,560 | 1,151,413 | 2,077,265 | ||||
ADRs securities | 14,356 | 545 | 2,780 | 5,015 | ||||
Prepayment/NCE/ACC (US$) | (6,856,516) | (260,066) | (1,327,553) | (2,395,040) | ||||
Bonds (US$) | (18,782,029) | (712,397) | (3,636,561) | (6,560,725) | ||||
Bank loan (US$) | (4,789,319) | (181,657) | (927,304) | (1,672,950) | ||||
Revolving Credit Facility | (3,714,215) | (140,879) | (719,143) | (1,297,407) | ||||
Agribusiness Receivables Certificates (CRA) | (525,579) | (19,935) | (101,762) | (183,589) | ||||
Foreign credit note | 258,354 | 9,799 | 50,022 | 90,245 | ||||
Working capital | (1,223,196) | (46,395) | (236,834) | (427,273) | ||||
SWAP USD x CDI | (2,565,127) | 93,739 | 416,094 | 664,059 | ||||
Exchange rate - other currencies | Gains and (losses) | |||||||
Instrument | Scenario - Exposed amounts |
Probable scenario | Possible scenario 15% |
Remote scenario 30% |
||||
Time deposit - Turkish Lira | 830,673 | 31,507 | 160,834 | 290,161 | ||||
Time deposit - South Korean Won | 82 | 3 | 16 | 29 | ||||
Time deposit - Paraguayan Guarani | 7,200 | 273 | 1,394 | 2,515 | ||||
Time deposit - Saudi Riyal | 254,426 | 9,650 | 49,262 | 88,873 | ||||
Time Deposit - Angolan Kwanza | 53,125 | 2,015 | 10,286 | 18,557 | ||||
Time Deposit - Arab Dirham | 104,818 | 3,976 | 20,295 | 36,614 | ||||
NDF CLP X USD | (36,061) | (1,368) | (6,982) | (12,596) | ||||
NDF EUR X USD | (31,267) | (1,186) | (6,054) | (10,922) | ||||
NDF GBP X USD | (252,682) | (9,584) | (48,924) | (88,264) | ||||
NDF AUD X USD | (6,912) | (262) | (1,338) | (2,415) | ||||
SOFR rate | Gains and (losses) | |||||||
Instrument | Scenario - Exposed amounts |
Probable scenario | Possible scenario 15% |
Remote scenario 30% |
||||
Prepayment/NCE/ACC (US$) - SOFR | (4,873,678) | 7,488 | (23,070) | (53,628) | ||||
Interest rate - CDI | Gains and (losses) | |||||||
Instrument | Scenario - Exposed amounts |
Probable scenario | Possible scenario 15% |
Remote scenario 30% |
||||
Bank Deposit Certificates - CDB | 6,394,273 | 47,957 | 190,869 | 333,781 | ||||
Repurchase and reverse repurchase agreements | 1,501,420 | 11,261 | 44,817 | 78,374 | ||||
Brazilian prize-draw investment bonds | 1,786 | 13 | 53 | 93 | ||||
FIDC | 45,566 | 342 | 1,360 | 2,379 | ||||
B3 securities | 20 | 0 | 1 | 1 | ||||
LTF - Financial Treasury Bill | 84,257 | 632 | 2,528 | 4,423 | ||||
NCE/Working Capital | (1,287,463) | (9,656) | (38,431) | (67,206) | ||||
CPR/CCB | (2,801,550) | (21,012) | (83,626) | (146,241) | ||||
Agribusiness Receivables Certificates (CRA) | (1,496,526) | (11,224) | (44,671) | (78,119) | ||||
Interest rate - IPCA | Gains and (losses) | |||||||
Instrument | Scenario - Exposed amounts |
Probable scenario | Possible scenario 15% |
Remote scenario 30% |
||||
Agribusiness Receivables Certificates (CRA) | (8,860,027) | (15,062) | (90,151) | (165,240) | ||||
SWAP IPCA x CDI | 6,534,341 | 11,108 | 66,487 | 121,865 |
The interest rate fluctuations do not significantly affect the results of subsidiary BRF. Therefore, the financial instruments pegged to the fixed rate of subsidiary BRF are not being presented in the sensitivity analysis above.
Cattle commodities
The table below shows the sensitivity analysis for the price of cattle commodities. The Company considered scenario I as appreciation of 10% and scenarios II and III as deterioration of 25% and 50% for cattle commodity price volatility, using as reference the closing price in the period ended at March 2025.
Consolidated | ||||||||||
Parity - USDA Price - Cattle - R$/US$ | Current scenario | Scenario I | Scenario II | Scenario III | ||||||
Instrument | Risk | |||||||||
Futures | Increase in fed cattle price | (27) | (3) | 7 | 1 | |||||
Futures | Increase in fed cattle price | 16,515 | 1,652 | (4,129) | (826) | |||||
16,488 | 1,649 | (4,122) | (825) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Corn and soybean meal, grain and oil commodities
For the probable scenario of commodities, the Company uses as a reference the future value of assets in the period ended March 2025, and therefore understands that there will be no changes in the results of transactions. For the exchange rate, the probable scenario is referenced by external sources, such as the Focus report, interpolating the quotations of the current and subsequent years. The probable scenario for the other currencies is calculated based on the parity with the US Dollar.
For the possible and remote scenarios, in both cases positive and negative variations of 15% and 30% respectively were considered from the probable scenario. Such sensitivity scenarios are derived from information and assumptions used by Management in monitoring the previously mentioned risks.
The information used in preparing these analyses is based on the position in the period ended March 2025. The estimated amounts may differ significantly in relation to the numbers and results to be recorded by the Company. Positive values indicate gains and negative values indicate losses.
Consolidated | ||||||||||
Operating result - commodities | Scenario | |||||||||
Remote -30% | Possible -15% | Probable | Possible 15% | Remote 30% | ||||||
Soybean grain - CBOT | 266 | 323 | 380 | 437 | 494 | |||||
Cost of products and goods sold | (228) | (114) | - | 114 | 228 | |||||
NDF | 228 | 114 | - | (114) | (228) | |||||
Net effect | - | - | - | - | - | |||||
Soybean meal - CBOT | 233 | 283 | 333 | 383 | 433 | |||||
Cost of products and goods sold | 7,790 | 3,895 | - | (3,895) | (7,790) | |||||
Collar | (7,790) | (3,895) | - | 3,895 | 7,790 | |||||
Net effect | - | - | - | - | - | |||||
Corn - CBOT | 124 | 150 | 176 | 203 | 229 | |||||
Cost of products and goods sold | (94) | (47) | - | 47 | 94 | |||||
Collar | (3,769) | (1,176) | - | 1,576 | 4,168 | |||||
NDF | 5,074 | 2,537 | - | (2,537) | (5,074) | |||||
Net effect | 1,211 | 1,314 | - | (914) | (812) | |||||
Corn - B3 | 856 | 1,040 | 1,223 | 1,407 | 1,590 | |||||
Cost of products and goods sold | 28,969 | 14,485 | - | (14,485) | (28,969) | |||||
Collar | (72,395) | (15,197) | - | 12,064 | 59,974 | |||||
Futures | 81,933 | 40,966 | - | (40,966) | (81,933) | |||||
Net effect | 38,507 | 40,254 | - | (43,387) | (50,928) |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
33. INCOME AND SOCIAL CONTRIBUTION TAXES
Income and social contribution taxes were calculated according to prevailing legislation and Federal Law 12,973/14.
Income and social contribution tax calculations and returns, when required, are open to review by tax authorities for varying statutory years in relation to the payment or filing date.
Below are the calculation and reconciliation of taxes in the statement of income for the periods ended March 2025 and 2024:
Parent | Consolidated | |||||||
YTD | YTD | YTD | YTD | |||||
2025 | 2024 | 2025 | 2024 | |||||
Profit (loss) before taxes | (352,699) | (41,988) | (66,437) | (95,834) | ||||
Income and social contribution taxes - Nominal rate (34%) | 119,918 | 14,275 | 22,589 | 32,583 | ||||
Adjustments to determine the effective tax rate: | ||||||||
Taxation on profit of companies abroad | - | 8,909 | (19,249) | 12,590 | ||||
Credit of tax paid abroad | - | 27,016 | 45,376 | 27,016 | ||||
Effect from differences in tax rate of companies abroad | - | - | (161,363) | 206,800 | ||||
Tax losses and social contribution carryforwards from prior years | - | - | (16,347) | 216 | ||||
Tax incentive | 18,827 | 11,744 | 50,417 | 14,257 | ||||
Equity in earnings (losses) of subsidiaries | 64,819 | (52,395) | 653 | (4,898) | ||||
Translation gains (losses) | 245,261 | - | 108,529 | - | ||||
Expected adjustment of the rate in the year | - | - | 352,851 | - | ||||
Other additions / exclusions | (7,478) | 59,364 | 108,345 | (60,396) | ||||
Total | 441,347 | 68,913 | 491,801 | 228,168 | ||||
Total current taxes | - | 27,016 | (85,105) | (93,563) | ||||
Total deferred taxes | 441,347 | 41,897 | 576,906 | 321,731 | ||||
441,347 | 68,913 | 491,801 | 228,168 | |||||
Effective tax rate(a) | 125% | 164% | 740% | 238% |
(a) The difference between nominal and effective rate is significantly affected by equity in earnings (losses) of subsidiaries, taxes on profits abroad and foreign exchange variations arising from monetary items that are part of the net investments in foreign entities.
34. SEGMENT REPORTING
The Company defined its segments according to the business activities from which it can earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision-maker, responsible for allocating resources and assessing performance of the operating segments, and for which there is individual financial information available. Therefore, the segments managed by the Company are: “Beef - North America”, “Beef - South America”, “Poultry, Pork and Processed Products – BRF” and “Corporate”, as presented below:
Beef - North America | Beef - South America(a) | Poultry, pork and processed products-BRF | Corporate | Total | |||||||||||||||
Balance sheet | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||||||
Noncurrent assets | 7,643,057 | 8,435,549 | 17,084,758 | 12,177,888 | 31,438,209 | 31,844,590 | 29,537,659 | 30,117,446 | 85,703,683 | 82,575,473 | |||||||||
Profit or Loss | YTD 2025 | YTD 2024 | YTD 2025 | YTD 2024 | YTD 2025 | YTD 2024 | YTD 2025 | YTD 2024 | YTD 2025 | YTD 2024 | |||||||||
Net revenue | 19,054,680 | 14,024,127 | 4,925,091 | 4,238,513 | 15,425,239 | 13,328,276 | - | - | 39,405,010 | 31,590,916 | |||||||||
Domestic market | 17,311,507 | 12,552,234 | 2,210,790 | 1,694,585 | 8,005,552 | 6,722,102 | - | - | 27,527,849 | 20,968,921 | |||||||||
Foreign market | 1,743,173 | 1,471,893 | 2,714,301 | 2,543,928 | 7,419,687 | 6,606,174 | - | - | 11,877,161 | 10,621,995 | |||||||||
Operating income (expenses) | (319,118) | 30,056 | 349,200 | 256,494 | 1,884,032 | 1,250,676 | (640,471) | (660,556) | 1,273,643 | 876,670 |
(a) Details of net revenue / operating profit from discontinued operation of the Beef South America segment are presented in note 12 - Assets and liabilities held for sale and discontinued operations.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
35. INSURANCE COVERAGE
The Company’s policy is to insure its property, plant and equipment and inventories subject to risk, at amounts deemed sufficient to cover possible losses, taking into consideration the nature of its activities and the insurance advisors’ opinion.
Based on the maximum risk weighting, the Company does not have a policy of maintaining insurance policies to protect against lost profits, given the broad geographic distribution of its plants and the fact that its operations can be reorganized in the event that any need arises.
Below is a summary of the amounts insured by the Company for continuing operations:
Parent | Consolidated | |||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||
Buildings and meatpacking facilities | 1,013,640 | 1,013,640 | 12,467,553 | 12,198,031 | ||||
Inventories | 267,120 | 267,120 | 1,277,742 | 1,622,070 | ||||
Third-party warehouse | - | - | 172,451 | 156,513 | ||||
Vehicles | 2,381 | 25,343 | 17,008 | 41,160 | ||||
Transportation of goods | 3,564,573 | 1,562,375 | 6,548,862 | 4,509,608 | ||||
Directors’ guarantees | 287,110 | 309,615 | 517,161 | 554,467 | ||||
Civil liability | 31,721 | 31,721 | 844,780 | 900,045 | ||||
Aircraft | 2,645,069 | 2,466,807 | 3,219,289 | 3,086,037 | ||||
Other | 1,026,978 | 885,081 | 1,078,457 | 937,487 | ||||
8,838,592 | 6,561,702 | 26,143,303 | 24,005,418 |
The assets held for sale have coverage in the amount of R$ 1,071,389. This amount is sufficient to cover any losses according to Management’s judgment.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
36. RELATED-PARTY TRANSACTIONS
36.1. Related parties to the parent company
Transactions between the Parent and its related parties are shown below:
Parent | ||||||||||||||||||||||||
Outstanding balance | ||||||||||||||||||||||||
Trade accounts receivable | Trade accounts payable | Notes receivable | Notes payable | Advances to suppliers | Advances from customers | |||||||||||||||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||||||||||
Agropecuária Jacarezinho Ltda. | - | 29 | 1,257 | 1,744 | - | - | - | - | - | - | - | - | ||||||||||||
Beef Holdings Limited | - | - | - | - | 11,154 | 11,161 | - | - | - | - | - | - | ||||||||||||
BRF S.A. | 41,262 | 42,150 | 7,715 | 14,842 | - | - | - | - | - | - | 1 | 4 | ||||||||||||
Establecimientos Colonia S.A. | - | - | 141 | 2,452 | 90 | - | - | - | - | - | - | - | ||||||||||||
Fazenda São Marcelo Ltda. | - | 16 | 5,657 | 427 | - | - | - | - | - | - | - | - | ||||||||||||
Frigorífico Tacuarembó S.A. | - | - | - | 2,896 | 405 | - | - | - | - | - | - | - | ||||||||||||
Inaler S.A. | - | - | - | - | 58 | - | - | - | - | - | - | - | ||||||||||||
Marb Bondco PLC | - | - | - | - | 2,556 | 2,756 | - | - | - | - | - | - | ||||||||||||
Marfrig Beef International Ltd. | - | - | - | - | 1,772,647 | 1,891,992 | - | - | - | - | - | - | ||||||||||||
Marfrig Chile S.A. | 17,015 | - | 5,079 | - | - | 161 | 381 | - | 59,814 | - | - | - | - | |||||||||||
Marfrig Comercializadora de Energia Ltda. | - | - | - | - | 2,433 | 2,407 | 1,544,500 | 1,044,500 | - | - | - | - | ||||||||||||
Marfrig Holdings (Europe) B.V | - | - | - | - | 122,392 | 131,108 | 5,431,526 | 6,570,772 | - | - | - | - | ||||||||||||
Marfrig Overseas Ltd. | - | - | - | - | 299,140 | 318,620 | 690,571 | 1,698,380 | - | - | - | - | ||||||||||||
Marfrig US Holding, LLC | - | - | - | - | 11 | 12 | - | - | - | - | - | - | ||||||||||||
Masplen Ltd. | - | - | - | - | 1,951 | 1,921 | - | - | - | - | - | - | ||||||||||||
MF Foods USA, LLC | 8,213 | 11,647 | - | - | - | - | - | - | - | - | - | - | ||||||||||||
MFG Agropecuária Ltda. | - | 48 | - | - | - | 16,932 | - | - | - | 2,298,299 | - | - | ||||||||||||
MFG Holdings SAU | - | 546 | - | - | 327,382 | 347,554 | - | - | - | - | - | - | ||||||||||||
MFG US Holding, LLC | - | - | - | - | - | 158 | - | - | - | - | - | - | ||||||||||||
NBM US Holdings, Inc. | - | - | - | - | 18,250 | - | - | - | - | - | - | - | ||||||||||||
Pampeano Alimentos S.A. | 26,334 | 22,238 | 17,551 | 17,041 | 800,555 | 805,304 | - | - | - | - | - | - | ||||||||||||
Plant Plus Foods Brasil Ltda. | 1,611 | 2,007 | - | - | 9,516 | 9,509 | - | - | - | - | - | - | ||||||||||||
Prestcott International S.A. | - | - | - | - | 126 | - | - | - | - | - | - | - | ||||||||||||
Weston Importers Ltd. | 8,048,314 | - | 8,811,686 | - | - | - | - | 14,066,102 | 15,173,152 | - | - | - | - | |||||||||||
Controlling shareholders | - | 1 | - | - | - | - | - | - | - | - | - | - | ||||||||||||
Key management personnel | - | 9 | - | - | - | - | - | - | - | - | - | - | ||||||||||||
8,142,749 | 8,895,456 | 32,321 | 39,402 | 3,368,827 | 3,539,815 | 21,732,699 | 24,546,618 | - | 2,298,299 | 1 | 4 | |||||||||||||
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Parent | ||||||||||||||||||||
Recognized as profit or loss | ||||||||||||||||||||
Sales | Costs | Financial income | Financial expenses | Administrative (a) | ||||||||||||||||
YTD | YTD | YTD | YTD | YTD | YTD | YTD | YTD | YTD | YTD | |||||||||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||
Agropecuária Jacarezinho Ltda. | - | - | (2,690) | - | - | - | - | - | - | - | ||||||||||
BRF S.A. | 112,206 | 71,952 | (17,274) | (13,611) | - | - | - | - | (5,880) | - | ||||||||||
Establecimientos Colonia S.A. | - | - | - | - | - | - | - | - | 103 | 146 | ||||||||||
Fazenda São Marcelo Ltda. | - | - | (6,816) | (7,930) | - | - | - | - | - | - | ||||||||||
Frigorífico Tacuarembó S.A. | - | - | - | - | - | - | - | - | 505 | 584 | ||||||||||
Inaler S.A. | - | - | - | - | - | - | - | - | 66 | - | ||||||||||
Marb Bondco PLC | - | - | - | - | - | - | - | (106) | - | - | ||||||||||
Marfrig Beef (UK) Limited | - | - | - | - | - | - | - | (6) | - | - | ||||||||||
Marfrig Beef International Ltd. | - | - | - | - | 18,512 | 18,130 | - | - | - | - | ||||||||||
Marfrig Chile S.A. | 60,771 | 4,595 | - | - | - | - | - | - | 189 | 217 | ||||||||||
Marfrig Comercializadora de Energia Ltda. | - | - | (10,528) | (7,686) | - | - | - | - | - | - | ||||||||||
Marfrig Holdings (Europe) B.V | - | - | - | - | 827 | 27,731 | (51,322) | (63,183) | - | - | ||||||||||
Marfrig NBM Holdings Limited | - | - | - | - | - | 2 | - | - | - | - | ||||||||||
Marfrig Overseas Ltd. | - | - | - | - | 3,583 | 30,309 | (26,309) | (9,267) | - | - | ||||||||||
Masplen Ltd. | - | - | - | - | 24 | 18 | - | - | - | - | ||||||||||
MF Foods USA, LLC | 4,006 | 9,014 | - | - | - | - | - | - | - | - | ||||||||||
MFG Agropecuária Ltda. | - | - | (216,090) | (33,839) | - | - | - | - | - | - | ||||||||||
MFG Holdings SAU | - | - | - | - | 4,299 | 6,255 | - | - | 870 | 1,753 | ||||||||||
NBM US Holdings, Inc. | - | - | - | - | - | 3,171 | - | (5,767) | 18,265 | 22,120 | ||||||||||
Pampeano Alimentos S.A. | 77,987 | 29,757 | (37,747) | - | 2,378 | 4,044 | - | - | 18,702 | 15,964 | ||||||||||
Plant Plus Foods Brasil Ltda. | 2,922 | 4,394 | - | - | - | - | - | - | - | - | ||||||||||
Prestcott International S.A. | - | - | - | - | - | - | - | - | 143 | 149 | ||||||||||
Quickfood S.A. | - | - | (1,598) | - | - | - | - | - | - | - | ||||||||||
Weston Importers Ltd. | 1,183,647 | 931,519 | - | - | - | 15,049 | (195,914) | (103,027) | - | - | ||||||||||
Controlling shareholders | 2 | - | - | - | - | - | - | - | - | - | ||||||||||
Key management personnel | 4 | 10 | (696) | - | - | - | - | - | - | - | ||||||||||
1,441,545 | 1,051,241 | (293,439) | (63,066) | 29,623 | 104,709 | (273,545) | (181,356) | 32,963 | 40,933 |
(a) | This refers substantially to debit and credit notes of corporate expenses. |
The nature of related-party transactions between Marfrig Group companies is represented by commercial transactions (purchases and sales) and sending of cash for payment of such transactions, as well as for working capital.
Purchases and sales of products are made at market values. No guarantees or estimated losses on doubtful accounts are required. These transactions involve purchase and sale of fresh meat and cattle, poultry and lamb processed products.
Transactions between subsidiaries do not have an impact on the consolidated financial statements, given that they are eliminated in consolidation.
36.2. Consolidated related parties
Consolidated | ||||||||||||||||||||
Outstanding balance | ||||||||||||||||||||
Trade accounts receivable | Trade accounts payable | Notes receivable | Notes payable | Advances to suppliers | ||||||||||||||||
03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | 03/31/2025 | 12/31/2024 | |||||||||||
Agropecuária Jacarezinho Ltda. | - | 29 | - | 1,744 | - | - | - | - | - | - | ||||||||||
Fazenda São Marcelo Ltda. | - | 16 | - | 427 | - | - | - | - | - | - | ||||||||||
MFG Agropecuária Ltda. | - | 48 | - | - | - | 16,932 | - | - | - | 2,298,299 | ||||||||||
Plant Plus Foods, LLC | - | - | - | - | - | 160 | - | - | - | - | ||||||||||
Plant Plus Foods Brasil Ltda. | - | 2,007 | - | - | - | 9,509 | - | - | - | - | ||||||||||
Controlling shareholders (a) | - | 1 | - | - | - | - | 48,001 | - | - | - | ||||||||||
Key management personnel | 15 | 9 | 147 | 466 | - | - | - | - | 247 | - | ||||||||||
15 | 2,110 | 147 | 2,637 | - | 26,601 | 48,001 | - | 247 | 2,298,299 |
(a) | Refers to the acquisition of MFG Agropecuária Ltda. and other subsidiaries, see note 14.3.1 – MFG Agropecuária Ltda. |
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
Consolidated | ||||||||
Recognized as profit or loss | ||||||||
Sales | Costs | |||||||
YTD | YTD | YTD | YTD | |||||
2025 | 2024 | 2025 | 2024 | |||||
Agropecuária Jacarezinho Ltda. (a) | - | - | (2,690) | - | ||||
Fazenda São Marcelo Ltda. (a) | - | - | (6,816) | (7,930) | ||||
MFG Agropecuária Ltda. (a) | - | - | (216,090) | (33,839) | ||||
Plant Plus Foods Brasil Ltda. (b) | 1,290 | 4,394 | - | - | ||||
Controlling shareholders | 2 | - | - | - | ||||
Key management personnel | 11 | 12 | (696) | - | ||||
1,303 | 4,406 | (226,292) | (41,769) |
(a) | Refers to costs up to March 31, 2025 prior to the acquisition of these companies. |
(b) | Refers to sales up to January 31, 2025 before the consolidation of this company. |
36.3. Related parties of assets held for sale
During the period ended March 2025, there were no related-party transactions between continuing and discontinued (held for sale) companies.
37. MANAGEMENT COMPENSATION
As permitted under NBC TG 21/R4 (CVM Resolution 102/22) and based on the recommendations in Official Letter CVM/SNC/SEP/No.003/2011, Management chose not to present once again the details in its Notes of Management Compensation and sub-items (Board of Directors, Statutory Officers, Statutory Audit Committee, Audit Board, Stock Option Plan) so as to prevent the repetition of information already reported in the financial statements for the year ended December 31, 2024.
37.1. Consolidated compensation
The compensation of Management and Board members is made up of the compensation of five members of the Board of Directors (the other two opted for not receiving compensation as board members, one of whom is also a member of the Statutory Board of Executive Officers and receives compensation from that body), six members of the Audit Board (three of whom are alternate members) and four officers appointed as per the Company’s bylaws.
The added value of the compensation received by the Company’s Management and Board members for their services is defined through market practices, with the participation of the Compensation, Corporate Governance and Human Resources Committee,
Description | 03/31/2025 | 03/31/2024 | |
Consolidated management compensation | 6,157 | 5,378 | |
Total | 6,157 | 5,378 |
37.2. Direct granting of shares
In the period ended March 2025, no shares were transferred to the Company's Management.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
38. ADDITIONAL INFORMATION OF THE CASH FLOW STATEMENTS
The following table presents the changes in liabilities from financing activities arising from operations with and without cash effect:
Parent | ||||||||||||
Balance at December 31, 2024 | Cash flow | Non-cash changes | Balance
at March 31, 2025 |
|||||||||
Description | Exchange
rate fluctuation |
Other (a) | ||||||||||
Loans, financing and debentures | 21,253,858 | (1,081,307) | (52,207) | 693,510 | 20,813,854 | |||||||
Lease payable | 373,855 | (1,224) | - | 264 | 372,895 | |||||||
Capital reserves and treasury shares | (2,141,436) | (383,037) | 144,186 | 436,815 | (1,943,472) | |||||||
Financial investments and marketable securities | 5,717,946 | (2,643,565) | - | - | 3,074,381 | |||||||
25,204,223 | (4,109,133) | 91,979 | 1,130,589 | 22,317,658 |
(a) The amounts presented under other for loans, financing, debentures and lease payable refer to interest expenses incurred, cost of issuing in financial operations and adjustment to present value of leases in the period.
Consolidated | |||||||||||||||||||
Balance at December 31, 2024 | Cash flow | Non-cash changes | At
March 31, 2025 |
||||||||||||||||
Description | COMBINAÇÃO DE NEGÓCIOS | ADIÇÃO DE CONTROLADA |
Non-controlling interest | New contracts | Exchange
rate fluctuation |
Acquisition of related party | Other (a) | ||||||||||||
Loans, financing and debentures | 61,123,631 | (2,409,049) | - | - | - | - | (2,447,720) | - | 1,616,707 | 57,883,569 | |||||||||
Lease payable | 4,896,200 | (302,346) | - | - | - | 355,767 | (67,928) | 736,890 | 72,703 | 5,691,286 | |||||||||
Capital reserves and treasury shares | (2,141,436) | (799,778) | - | - | 206,125 | - | 144,186 | - | 647,431 | (1,943,472) | |||||||||
Financial investments and marketable securities | 18,326,639 | (1,831,292) | - | - | - | - | (82,441) | - | - | 16,412,906 | |||||||||
- | - | ||||||||||||||||||
82,205,034 | (5,342,465) | 206,125 | 355,767 | (2,453,903) | 736,890 | 2,336,841 | 78,044,289 |
(a) The amounts presented under other for loans, financing, debentures and lease payable refer to interest expenses incurred, cost of issuing in financial operations and adjustment to present value of leases in the period and for non-controlling interest refers to the amount attributed to profit or loss for the period.
39. EVENTS AFTER THE REPORTING PERIOD
CRA
On April 3, 2025, the Company's CRA in the amount of R$ 1,500,000 was settled, see disclosure in note 22 – Loans, financing and debentures.
Plant Jeddah Saudi Arabia
On April 21, 2025, subsidiary BRF’s Board of Directors approved an investment of approximately US$ 160,000 (R$ 919,840) for the construction of a new processed products plant in Jeddah, Saudi Arabia.
The investment will be made by BRF Arabia Holding Company, a subsidiary of subsidiary BRF and a joint venture vehicle with Halal Products Development Company, a wholly- owned subsidiary of the Public Investment Fund (PIF).
The new plant will have a production capacity of approximately 40 thousand tons/year of processed poultry and beef products. The project will allow subsidiary BRF to increase its local production from 17,000 to 57,000 tons per year, capturing the growing demand from the regional market and global accounts, as well as consolidating its strategic partnership with Saudi Arabia.
CRA - BRF
On April 22, 2025, subsidiary BRF concluded its sixth issue of simple, non-convertible, unsecured debentures, in up to 4 series as per the table below, for private placement, in the total amount of R$ 1,250,000.
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MARFRIG GLOBAL FOODS S.A. |
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Notes to the individual (Parent Company) and consolidated interim financial statements | |
Periods ended March 31, 2025 and 2024 | |
(In thousands of Brazilian reais - R$, except where otherwise indicated) |
The debentures were subject to Private Placement with ECO Securitizadora de Direitos Creditórios do Agronegócio S.A. (“Securitization Company”), within the scope of its 390th issue of agribusiness receivables certificates (“CRA”), in up to four series, backed by agribusiness credit rights, for public distribution to the general public.
Issuance costs in the amount of R$ 63,272 were capitalized and will be recognized in profit or loss over the term of the operations based on the effective interest method.
Merger of Shares between Marfrig and BRF
On May 15, 2025, the boards of directors of Marfrig Global Foods S.A. (“Company” or “Marfrig”) and BRF S.A. (“BRF” and, together with Marfrig, the “Companies”) approved the execution, between the Companies, of the Plan of Merger of Shares of BRF S.A. by Marfrig Global Foods S.A. (the “Plan of Merger”), which sets forth the terms and conditions applicable to the merger by Marfrig of all shares issued by BRF (other than BRF shares held by Marfrig) as of the Closing Date (as defined below). In exchange, BRF's shareholders (except Marfrig) will receive common shares issued by Marfrig, in accordance with the Share Exchange Ratio (as defined below), thus resulting in the transfer of BRF’s shareholder base to Marfrig (the “Merger of Shares”). The Plan of Merger, the Merger of Shares, and related matters will be submitted for approval by the extraordinary general meetings of the Companies. Following the completion of the Merger of Shares, BRF will become a wholly owned subsidiary of the Company.
As a result of the Merger of Shares, BRF shareholders (except Marfrig) will receive 0.8521 common shares issued by Marfrig for each one (1) common share issued by BRF held at the completion date of the Merger of Shares, as set forth in the Plan of Merger (“Closing Date” and “Share Exchange Ratio,” respectively). The completion of the Merger of Shares will be subject to the satisfaction (or waiver, as the case may be) of certain conditions set forth in the Plan of Merger and the occurrence of the Closing Date.
The negotiation and determination of the Share Exchange Ratio considered the distribution of dividends and/or interest on equity in the gross amounts of (i) BRL 3,520,000,000.00 (three billion, five hundred and twenty million reais) by BRF; and (ii) BRL 2,500,000,000.00 (two billion, five hundred million reais) by Marfrig, in both cases to be resolved by the Closing Date (inclusive) (together, the “Permitted Distributions”).
The Share Exchange Ratio will be adjusted solely (i) in the event of share splits, reverse share splits, or in-kind share dividends issued by either Company; and/or (ii) pursuant to the methodology set forth in the Plan of Merger. Under the methodology described in the Plan of Merger, any payments made by the Companies in connection with the exercise of withdrawal rights will proportionally reduce the Permitted Distributions by an equivalent amount applied to both Companies.
The Company continues to evaluate the financial and operational impacts arising from the Merger of Shares but emphasizes that it sees significant strategic value added through the Merger of Shares. This transaction is expected to drive the global consolidation of its businesses and strengthen its brands through a robust multi-protein platform, including, among other advantages: (i) bolstering the Companies' presence as leaders in the global food market; (ii) achieving strategic expansion into new markets, maximizing growth opportunities and commercial synergies, including cross-selling initiatives; and (iii) enhancing operational scale and diversification, thereby improving resilience and mitigating risks associated with the sector’s seasonality and macroeconomic variables.
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Exhibit 99.3
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Information
We prepare our financial statements in accordance with accounting practices adopted in Brazil, which are based on:
● | Brazilian corporate law (Law No. 6,404, dated December 15, 1976, as amended, including the provisions of Law No. 11,638, dated December 28, 2007, Law No. 11,941, dated May 27, 2009 and Law No. 12,431, dated June 24, 2011) (“Brazilian Corporate Law”); |
● | accounting pronouncements issued by the Accounting Pronouncements Committee (Comitê de Pronunciamentos Contábeis, or the “CPC”); and |
● | as we are a public company in Brazil, rules and regulations issued by the Brazilian Security and Exchange Commission (Comissão de Valores Mobiliários, or the “CVM”). |
We refer to these accounting practices as “Brazilian GAAP.” Brazilian GAAP has changed in recent years to converge with International Financial Reporting Standards, International Accounting Standards and Interpretations (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Our consolidated interim financial statements as of and for the three-month periods ended March 31, 2025 and 2024 were prepared in accordance with IFRS and Brazilian GAAP.
This discussion contains our consolidated interim financial statements as of and for the three-month periods ended March 31, 2025 and 2024, and the notes thereto, and contains the limited review report of Grant Thornton Auditores Independentes Ltda. with respect thereto. See below for further discussion.
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (“IFRS 5”), in periods where we have either disposed of, or classified for sale, an operation, we are also required to disclose in the current period those operations’ results as discontinued operations. When such conditions exist, we are required to present the results of operations of discontinued businesses and any gain on sale of a discontinued businesses as a single amount in our statement of income separately from our continuing operations for the current period, to present the comparative period results of operations on a similar basis and to present any assets held for sale separately in our consolidated balance sheet in the period in which the transaction occurs.
On August 28, 2023, we entered into a share purchase agreement committing to sell to Minerva certain cattle and lamb slaughter units in Argentina, Brazil, Chile and Uruguay, for a total consideration of R$7.5 billion (the “Minerva Transaction”). On October 28, 2024, we closed the Minerva Transaction. As of that date, we received R$5.6 billion, in addition to R$1.5 billion that was paid at signing. The closing of the sale of our units in Uruguay remains subject to ongoing antitrust review. On May 21, 2024, the Comisión de Promoción y Defensa de la Competencia (“CPDC”) of Uruguay issued a resolution denying authorization for the sale of our cattle slaughter units in Colônia, Salto, and San José, Uruguay (the “Discontinued Operations”). On October 30, 2024, the CPDC reaffirmed its prior decision. We have filed an appeal against the CPDC’s ruling. See note 12 to our consolidated interim financial statements as of and for the three-month period ended March 31, 2025. See “Discontinued Operations.”
Our consolidated interim financial statements as of and for the three-month period ended March 31, 2025 exclude the results of operations of the Discontinued Operations that were sold to Minerva. Our consolidated statement of financial position, consolidated statement of changes in shareholders’ equity and consolidated statement of added value as of and for the three-month period ended March 31, 2025 exclude the Discontinued Operations.
Unless otherwise indicated, all financial data contained in this discussion are presented on the basis of continuing operations only.
Convenience Translations into U.S. Dollars
Certain Brazilian real amounts included in this discussion have been translated, solely for the purposes of convenience for the reader, into U.S. dollars at the exchange rate as of March 31, 2025 of R$5.7422 to U.S.$1.00. Where those amounts have been translated, the relevant figures have been annotated.
Operational Information
Unless otherwise indicated, all production, plant and capacity data contained in this discussion are presented on the basis of continuing operations only, which excludes Discontinued Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements as a result of various factors.
The discussion below is based on, and should be read in conjunction with, the financial statements contained elsewhere in this discussion and discussed in this section, which include our consolidated interim financial statements as of and for the three-month periods ended March 31, 2025 and 2024, as well as the information under “Presentation of Financial and Other Information.”
Overview
We are a multinational corporation and one of the world’s largest beef companies in terms of production capacity. As of March 31, 2025, we operated seven slaughter plants and others processed food plants in our North America and South America businesses. Our activities include production, processing, sale and distribution of foods made from animal protein, primarily beef, as well as a variety of other food products, such as frozen vegetables, lamb, pork, fish, sauces and desserts. As of March 31, 2025, we are the controlling shareholder of BRF, holding 50.49% of its outstanding shares, corresponding to 849,526,130 shares.
For the three-month period ended March 31, 2025, approximately 48% of our revenue came from our North America business, 12% derived from our South America business and 39% derived from BRF.
With approximately 126,000 employees, of which 100,747 are employees of BRF, we operate in the food service, retail and wholesale channels, offering innovative, safe and healthy choices. We have a diversified and comprehensive portfolio of products that can be found in major restaurant and supermarket chains and that reach millions of individual customers in approximately 100 countries.
From April 1, 2022, we consolidated the results of BRF in our financial statements. The strategy behind the consolidation of BRF was to diversify and combine our businesses, allowing for a geographically diversified production platform, and expanding our footprint in the Americas, which is the world’s largest consumer beef market. The strategy behind the Minerva Transaction was to allow us to focus on the production of branded beef and higher value-added products.
Our business structure comprises three main divisions: North America, South America and BRF.
● | North America — Our North America business consists mainly of National Beef, which is the fourth largest beef processor in the United States. With three slaughter plants with a capacity of approximately 13,100 heads/day, National Beef represents approximately 14% of the beef slaughter capacity in the United States. As of March 31, 2025, the North America business also had a production capacity of approximately 100,000 tons of beef patties per year and one of the largest and most technologically advanced beef patty plants in the United States. The North America business’s products are sold domestically in the retail, wholesale, foodservice and processing channels, and exported to more than 35 countries. National Beef is also the United States’ leading exporter of chilled beef, with a focus on the Japanese and South Korean markets. This business also operates a wet blue tannery, a refrigerated and livestock transportation business and an online direct-to-consumer business offering high-quality beef and other gourmet food items for home delivery. |
● | South America — Considering our continued and discontinued operations, our South America business is one of the region’s leading beef producers. It is recognized for its quality products and as one of South America’s main exporters. In Brazil, our business has the capacity to produce 104,000 tons of beef patties per year, with a focus on the retail and foodservice channels. We are the largest producer and exporter of organic beef in the Uruguayan industry where we focus on the production and sale of organic beef for export. In Argentina, we own two slaughter plants, are the leading producer and seller of beef patties and own one of the region’s most valuable and most recognized brands. In Chile, we are the leading beef importer and have a lamb slaughter plant in the Patagonia region. |
● | BRF — BRF S.A. is one of the largest producers of fresh and frozen protein foods in the world in terms of production capacity, according to WattAgNet, with a portfolio of approximately 6,400 stock keeping units, or SKUs, as of December 31, 2024, serving more than 440,000 clients in approximately 120 countries. We operate in a large and growing market supported by positive demographic growth trends. We are committed to operating our business and delivering products to our global customer base in line with our core values: quality, safety and integrity. Our processed products include marinated and frozen chicken, Chester rooster and turkey meats, specialty meats, frozen processed meats, frozen ready meals, portioned products and sliced products, among others. We also sell margarine, butter, cream cheese, sweet specialties, sandwiches, plant-based products, animal feed and pet food. We are the holder of brands such as Sadia, Perdigão, Qualy, Sadia Halal, Banvit, Perdix, Confidence and Hilal, among other regional brands. For the year ended December 31, 2024, we were responsible for 9.9% of the world’s poultry trade, according to the United States Department of Agriculture, or the USDA. |
Three-Month Period Ended March 31, 2025 Compared to the Three-Month Period Ended March 31, 2024
The discussion below in reference to the three-month periods ended March 31, 2025 and 2024 is exclusive of Discontinued Operations.
The following discussion is presented on a consolidated basis, as well as by business unit, meaning, (1) North America, comprised of National Beef, (2) South America, comprised of assets in Brazil, Argentina, Uruguay and Chile, and (3) BRF.
Net Sales
Net sales increased by 24.7%, from R$31,590.9 million for the three-month period ended March 31, 2024, to R$39,405.0 million for the three-month period ended March 31, 2025. The increase in net sales is primarily due to robust sales growth across all segments, primarily driven by heightened demand in North America and capacity expansion initiatives within our South America operations.
The table below shows our net sales for our business units:
Three-Month Period Ended March 31, |
% Change | |||||||||||
2025 | 2024 | 2025 x 2024 | ||||||||||
(in millions of R$) | ||||||||||||
North America | ||||||||||||
Domestic Market | 17,311.6 | 12,552.2 | 37.9 | % | ||||||||
Exports | 1,743.2 | 1,471.9 | 18.4 | % | ||||||||
North America Total | 19,054.7 | 14,024.1 | 35.9 | % | ||||||||
South America | ||||||||||||
Domestic Market | 2,210.8 | 1,694.6 | 30.0 | % | ||||||||
Exports | 2,714.3 | 2,543.9 | 6.7 | % | ||||||||
South America Total | 4,925.1 | 4,238.5 | 15.7 | % | ||||||||
BRF | ||||||||||||
Domestic Market | 8,005.6 | 6,722.1 | 19.1 | % | ||||||||
Exports | 7,419.7 | 6,606.2 | 12.3 | % | ||||||||
BRF Total | 15,425.2 | 13,328.3 | 15.7 | % | ||||||||
Marfrig Consolidated | ||||||||||||
Domestic Market | 27,528.00 | 20,968.9 | 31.3 | % | ||||||||
Exports | 11,877.20 | 10,622.0 | 11.8 | % | ||||||||
Total Consolidated | 39,405.20 | 31,590.9 | 24.7 | % |
Below is a discussion of the changes in our net sales by business unit as set out in the table above:
North America
North America net sales for the three-month period ended March 31, 2025 increased by 35.9% from R$ 14,024.1 million for the three-month period ended March 31, 2024 to R$ 19,054.7 million for the three-month period ended March 31, 2025 due to an increase in sales volume and prices which was driven by the domestic market and effects of currency translations.
Domestic Market
Domestic sales across North America increased by 37.9% from R$ 12,552.2 million for the three-month period ended March 31, 2024, to R$ 17,311.6 million for the three-month period ended March 31, 2025. This was primarily due to continued growth in demand for beef protein and an increase in average selling prices.
Export Market
Export net sales across North America operations increased by 18.4% from R$ 1,471.9 million for the three-month period ended March 31, 2024, to R$ 1,743.2 million in net sales for the three-month period ended March 31, 2025. This increase was primarily due to the effects of currency translations.
South America
South America net sales increased by 15.7% from R$ 4,238.5 million for the three-month period ended March 31, 2024 to R$ 4,925.1 million for the three-month period ended March 31, 2025. This increase was mainly due to capacity expansion initiatives and a mix of greater value-added products.
Domestic Market
Domestic market net sales across our South America operation increased by 30.0% from R$1,694.6 million for the three-month period ended March 31, 2024 to R$2,210.8 million for the three-month period ended March 31, 2025. This increase was primarily due to higher average sales price, volume growth aligned with capacity expansion, and increased contribution of processed products in the sales portfolio.
Export Market
Export net sales across our South America operation increased by 6.7% from R$ 2,543.9 million for the three-month period ended March 31, 2024 to R$ 2,714.3 million for the three-month period ended March 31, 2025. This increase was mainly due to higher average export prices.
BRF
BRF net sales for the three-month period ended March 31, 2025 increased by 15.7% from R$13,328.3 million for the three-month period ended March 31, 2024 to R$ 15,425.2 million for the three-month period ended March 31, 2025. This increase is primarily driven by the positive cycle, where supply, primarily of chicken, is constrained across various geographies, coupled with increasing demand for proteins.
Domestic Market
BRF domestic sales for the three-month period ended March 31, 2025 increased by 19.1% from R$6,722.1 million for the three-month period ended March 31, 2024 to R$ 8,005.6 million for the three-month period ended March 31, 2025. This increase was primarily due to improved performance of processed products and higher sales volumes.
Export Market
BRF export net sales for the three-month period ended March 31, 2025 increased by 12.3% from R$6,606.2 million for the three-month period ended March 31, 2024 to R$ 7,419.7 million in net sales for the three-month period ended March 31, 2025. This increase was primarily due to higher average prices in U.S. dollars and currency translation effects.
Cost of Products and Goods Sold
Cost of products and goods sold increased by 25.3% from R$27,753.2 million for the three-month period ended March 31, 2024, to R$34,762.1 million for the three-month period ended March 31, 2025. This increase was mainly due to an increase in raw material costs across all segments.
The table below shows the composition of cost of products and goods sold:
Three-Month Period Ended March 31, | ||||||||||||||||
Cost of Products and Goods Sold | 2025 | % | 2024 | % | ||||||||||||
(in millions of R$, except where indicated) | ||||||||||||||||
Direct and Indirect Labor | (2,958.1 | ) | 8.5 | % | (2,435.9 | ) | 8.8 | % | ||||||||
Raw Materials | (20,127.5 | ) | 57.9 | % | (14,311.7 | ) | 51.6 | % | ||||||||
Production Costs | (3,076.9 | ) | 8.9 | % | (2,765.4 | ) | 10.0 | % | ||||||||
Total | (34,762.1 | ) | 100.0 | % | (27,753.2 | ) | 100.0 | % |
Raw materials, which include animals, remained the chief component of cost of goods sold, accounting for 57.9% of the total cost of goods sold for the three-month period ended March 31, 2025, as compared to 51.6% for the three-month period ended March 31, 2024. This increase was mainly due to an increase of cattle costs in our North America segment.
Gross Profit
As a result of the above factors, our gross profit increased by 21.0% from R$3,837.7 million for the three-month period ended March 31, 2024 to R$4,642.9 million for the three-month period ended March 31, 2025. The main reason for this increase was an improvement of profitability performance in our South America and BRF segments.
Selling, General and Administrative Expenses
Selling, general and administrative expenses totaled R$3,385.1 million for the three-month period ended March 31, 2025, a 15.4% increase from the R$2,933.4 million recorded for the three-month period ended March 31, 2024. The main reason for the increase was an increase in sales volume across our units which resulted in increased operating expenses.
Selling expenses increased by 10.9% from R$2,468.7 million for the three-month period ended March 31, 2024 to R$2,738.2 million for the three-month period ended March 31, 2025. The increase was mainly due to greater sales volumes, primarily in our North America segment, and the effects of currency translation when converted to reais.
General and administrative expenses increased by 39.2% from R$464.7 million for the three-month period ended March 31, 2024 to R$647.0 million for the three-month period ended March 31, 2025. The increase was primarily driven by greater expenses denominated in foreign currency and the effects of currency translations when converted to reais.
Other Operating Income (Expenses)
Other operating income (expenses), net, increased by 205.3%, from a net operating expense of R$13.2 million for the three-month period ended March 31, 2024 to net operating income of R$13.9 million for the three-month period ended March 31, 2025. This change was primarily driven by the sale of dormant plants, which had previously affected the results negatively.
Financial Income (Expenses)
The financial result for the three-month period ended March 31, 2025 was a net expense of R$1,340.1 million, compared to a net expense of R$972.5 million for the three-month period ended March 31, 2024. This increase of 37.8% was primarily due to an increase in gross debt and an increase in the baseline interest rate, particularly in Brazil.
Our net loss from trading is explained by the hedging instruments detailed in note 30 to our consolidated interim financial statements as of and for the three-month period ended March 31, 2025.
The table below includes a breakdown of our financial result:
Three-Month Period Ended March 31, |
% Change | |||||||||||
2025 | 2024 | 2025 x 2024 | ||||||||||
(in millions of R$) | ||||||||||||
Financial Result | ||||||||||||
Interest received, earnings from marketable securities | 413.8 | 340.1 | 21.7 | % | ||||||||
Interest, debentures and lease with financial institutions | (1,655.2 | ) | (1,278.2 | ) | 29.5 | % | ||||||
Inflation adjustments, bank expenses, amortization cost on debt and other | (9.9 | ) | (138.6 | ) | 92.9. | % | ||||||
Translation gains and losses | (88.9 | ) | 104.1 | 185.4 | % | |||||||
Total | (1,340,081 | ) | (972.5 | ) | 37.8 | % | ||||||
Financial income | 3,731,428 | 1,926.1 | 93.7 | % | ||||||||
Financial expenses | (5,071,509 | ) | (2,898.6 | ) | 75.0 | % | ||||||
Financial Income (expense) | (1,340,081 | ) | (972.5 | ) | 37.8 | % |
Income and Social Contribution Taxes
We recorded tax credits from income and social contribution taxes in the amount of R$491.8 million for the three-month periods ended March 31, 2025.
For the for the three-month periods ended March 31, 2024, we recorded tax credits from income and social contribution taxes in the amount of R$228.2 million.
Net Income (Loss) for the Year from Continuing and Discontinuing Operations
Net income for the three-month period ended March 31, 2025, increased by 152.9%, from R$167.9 million for the three-month period ended March 31, 2024, to R$424.6 million for the three-month period ended March 31, 2025. This increase primarily reflects improved financial income and operational performance across key segments.
Net margin for the three-month period ended March 31, 2025 increased to 1.08% compared to 0.53% for the three-month period ended March 31, 2024.
Liquidity and Capital Resources
Sources and Uses of Cash
Our main sources of cash are (i) our cash flow from operations, (ii) our raising of long- and short-term debt and (iii) equity raising transactions. Our main uses of cash are costs and expenses related to our operations, cash requirements for capital expenditures related to investments in expansion and/or modernization of our plants, and repayment of debt.
The table below shows our cash flows for the periods indicated:
Three -Month Period ended March 31, |
||||||||
2025 | 2024 | |||||||
(in millions of R$) | ||||||||
Cash flow provided by (used in) operating activities | 2,960.6 | 1,386.7 | ||||||
Cash flow provided by (used in) investing activities | 395.6 | (2,222.1 | ) | |||||
Cash flow provided by (used in) financing activities | (3,564.2 | ) | (2,508.3 | ) | ||||
Exchange variation on cash and cash equivalents | (568.3 | ) | 335.9 | |||||
Discontinued operations net of cash | 114.9 | 241.5 | ||||||
Cash flow in the periods | (661.5 | ) | (2,766.3 | ) |
Cash flow provided by (used in) Operating Activities
Our cash flows from operating activities for the three-month periods ended March 31, 2025 and 2024 amounted to an inflow of R$2,960.6 million and an inflow of R$1,386.7 million, respectively, representing a 113% increase. In addition to requiring cash to finance our operations, we needed cash to fund investments, pursue strategic initiatives, and service our financial obligations. These cash needs during the periods were primarily met through a combination of operational cash flow and short- and long-term financing activities.
Cash flow provided by (used in) Investing Activities
Net cash provided by (used in) investing activities for the three-month periods ended March 31, 2025 and 2024 amounted to R$395.6 million and a net outflow of R$2,222.1 million, respectively. For the three-month period ended March 31, 2025, we directed investment cash flows towards operational improvements, acquisitions, and modernization, contrasting with the prior period’s higher outflows from other investment-related activities. A significant portion of investments is typically allocated to the maintenance, development, or expansion of our facilities.
Cash flow provided by (used in) Financing Activities
We used R$3,564.2 million (net) in financing activities for the three-month period ended March 31, 2025, compared to R$2,508.4 million (net) used for the three-month period ended March 31, 2024, representing a 42% increase. Our principal financing activities during the three-month period ended March 31, 2025, included debt repayments as part of our regular repayment schedule, as well as measures taken to manage our financial obligations.
DISCONTINUED OPERATIONS
Minerva Transaction
On August 28, 2023, following our strategic shift to focus on the production of branded meat and products with higher value added, we decided to sell to Minerva S.A. certain cattle and sheep slaughter units in Argentina, Brazil, Chile and Uruguay, which are part of the South America segment.
On May 21, 2024, we received from the CPDC of Uruguay a resolution denying authorization for the sale of the assets located in Uruguay, comprising the cattle slaughter units in Colônia, Salto and San José.
On September 25, 2024, we received from the Administrative Council for Economic Defense (CADE), the approval for the transfer of the assets located in Brazil.
On October 28, 2024, we closed this transaction to sell the cattle and sheep slaughter units in Argentina, Brazil and Chile. As of that date, we received R$5.6 billion, in addition to R$1.5 billion that was paid at signing. The closing of the sale of our units in Uruguay remains subject to ongoing antitrust review subject to the approval by the CPDC. On October 30, 2024, the CPDC reaffirmed its prior decision. We filed an appeal against CPDC’s ruling on February 11, 2025.
Results of Discontinued Operations
The financial results for the three-month period ended March 31, 2025 include the results and cash flows of the Discontinued Operations. By contrast, the financial results for the three-month period ended March 31, 2024 reflect the results and cash flows of all assets involved in the Minerva transaction, which were classified as non-current assets held for sale in accordance with IFRS 5. As a result, the financial results for these periods are not directly comparable.
The tables below set forth certain selected income statement line items relating to our Discontinued Operations for the three-month period ended March 31, 2025 and 2024.
Three -Month Period ended March 31, |
||||||||
2025 (1) |
2024 (2) | |||||||
(in millions of R$) | ||||||||
Net sales | 74.7 | 750.8 | ||||||
Cost of products and goods sold | (23.6 | ) | (506.3 | ) | ||||
Gross profit | 51.1 | 244.4 | ||||||
Operating expenses | (47.9 | ) | (162.5 | ) | ||||
Net financial result | 6.7 | (127.2 | ) | |||||
Net operating income (loss) | (3.5 | ) | (45.2 | ) | ||||
Income and social contribution taxes | 2.8 | 80.9 | ||||||
Loss from discontinued operations | (0.7 | ) | 35.7 | |||||
Controlling interest discontinued operation | (0.7 | ) | 35.7 | |||||
Non-controlling interest discontinued operation | — | (0 | ) | |||||
Loss from discontinued operations | (0.7 | ) | 35.7 |
Note:—
(1) | Comprise the Discontinued Operations. |
(2) | Comprise all assets subject to the Minerva Transaction. |
The tables below set forth certain selected cash flow statement line items relating to our Discontinued Operations for the three-month periods ended March 31, 2025 and 2024:
Three-month period ended March 31, |
||||||||
2025(1) |
2024(2) | |||||||
(in millions of R$) | ||||||||
Parent’s profit (loss) for the period | (0.7 | ) | 35.7 | |||||
Non-cash items | 4.0 | 115.7 | ||||||
Equity changes | 115.5 | (12.9 | ) | |||||
Cash flow provided by (used) in operating activities | 118.8 | 138.4 | ||||||
Cash flow used in investing activities | (12.2 | ) | (22.2 | ) | ||||
Cash flow provided by (used) in investing activities | (2.1 | ) | 162.3 | |||||
Exchange variation on cash and equivalents | (5.7 | ) | 5.8 | |||||
Cash flow for the year | 98.8 | 284.3 | ||||||
Cash and cash equivalents | (16.1 | ) | (42.8 | ) | ||||
Discontinued operations, net of cash | 114.9 | 241.5 |
Note:—
(1) | Comprise the Discontinued Operations. |
(2) | Comprise all assets subject to the Minerva Transaction. |
For additional information, see note 12 to our consolidated interim financial statements as of and for the three-month period ended March 31, 2025.
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