Votorantim Cimentos Brasil Ltda
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Votorantim Cimentos S.A. (Consolidated and parent company) Condensed interim financial statements for the period ended at June 30, 2012 and report on review Report on review of condensed interim financial statements To the Board of Directors and Stockholders Votorantim Cimentos S.A. Introduction We have reviewed the accompanying balance sheet of Votorantim Cimentos S.A. as at June 30, 2012 and the related statements of income, comprehensive income, changes in equity and cash flows for the six- month period then ended. We have also reviewed the accompanying consolidated balance sheet of Votorantim Cimentos S.A. and its subsidiaries ("Consolidated") as at June 30, 2012 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the six-month period then ended. Management is responsible for the preparation and fair presentation of these parent company condensed interim financial statements in accordance with accounting standard CPC 21 - "Interim Financial Reporting", of the Brazilian Accounting Pronouncements Committee (CPC), and for the consolidated condensed interim financial statements in accordance with CPC 21 and International Accounting Standard (IAS) 34 - "Interim Financial Reporting", of the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these condensed interim financial statements based on our review. Scope of review We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial 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). A review of interim financial statements consists of making inquiries, primarily of persons responsible for 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 Brazilian and international standards on auditing 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. Conclusion on the condensed interim parent company financial statements Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim parent company financial statements referred to above are not prepared, in all material respects, in accordance with CPC 21. 2 PricewaterhouseCoopers, Al. Dr. Carlos de Carvalho 417, 10o, Curitiba, PR, Brasil 80410-180, Caixa Postal 699 T: (41) 3883-1600, F: (41) 3222-6514, www.pwc.com/br Votorantim Cimentos S.A. Conclusion on the condensed interim consolidated financial statements Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim consolidated financial statements referred to above are not prepared, in all material respects, in accordance with CPC 21 and IAS 34. Emphasis of matter Restatement of financial statements We draw attention to Note 2.2 of the financial statement, which describes the restatements to the financial statements of the Company and the explanatory notes of the adjustments made. This report replaces the original auditor’s report issued on July 31, 2012. Other matters - supplementary information Statements of value added We have also reviewed the parent company and consolidated interim statements of value added for the six-month period ended June 30, 2012. These statements are the responsibility of the Company's management, and are presented as supplementary information. These statements have been subjected to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in a manner consistent with the condensed interim financial statements taken as a whole. Curitiba, March 22, 2013 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 Carlos Eduardo Guaraná Mendonça Contador CRC 1SP196994/O-2 3 Contents Consolidated and parent company condensed interim financial statements Balance sheets 2 Statementsofincome 3 Statements of comprehensive income 4 Statements of changes in equity 5 Statements of cash flows 6 Statementsofvalueadded 7 1 General considerations 8 2 Presentation of condensed Interim Financial statements 8 2.1 SummaryofSignificantAccountingPolicies 8 2.2 Restatement of condensed interim financial statements 10 3 New standards, amendments and interpretations to existing standards that are not yet effective 16 4 Financialriskmanagement 16 4.1Financialriskfactors 16 4.2Sensitivityanalysis 17 5 Derivative financial instruments used for hedging strategies 18 6 Creditqualityoffinancialassets 19 7 Cashandcashequivalents 20 8 Financial assets held for trading 20 9 Trade receivables 20 10 Inventories 21 11 Taxes recoverable 21 12 Related parties 23 13 Investments 27 14 Property, plant and equipment 30 15 Intangible assets 33 16Borrowings 36 17 Deferredincometaxandsocialcontribution 42 18Provisions 43 19Equity 47 20 Revenues 49 21 Other operating income, net 49 22Expensesbynature 49 23 Employee benefit expenses 50 24Netfinanceincome(costs) 50 25 Insurance coverage 50 26Seasonalityofoperations 51 27 Subsequent Events 51 1 de 52 Votorantim Cimentos S.A. Interim balance sheets All amounts in thousands of reais Parent Consolidated Parent Consolidated Restated (*) Restated (*) Other liabilities Restated (*) Restated (*) Assets Note 6/30/2012 12/31/2011 6/30/2012 12/31/2011 Liabilitiesandequity Note 6/30/2012 12/31/2011 6/30/2012 12/31/2011 Currentassets Currentliabilities Cashandcashequivalents 7 5.257 5.370 82.219 225.130 Loansandfinancing 16 303.270 268.938 490.735 413.551 Financialassets-heldfortrading 8 1.076.808 1.158.052 1.377.152 1.450.510 Tradepayables 381.100 401.872 689.109 662.532 Tradeaccountsreceivable 9 436.318 359.723 991.002 786.077 Salariesandpayrollcharges 99.836 105.745 170.270 151.373 Inventories 10 332.747 401.995 875.083 890.668 Incometaxandsocialcontribution 99.799 35.201 168.480 132.882 Current income taxand social contribution receivable 11 100.994 17.984 146.079 23.554 Othertaxespayable 70.703 118.895 177.594 181.473 Othertaxesrecoverable 11 81.997 111.558 151.628 149.316 Dividendspayable 12 342.250 263.302 355.849 274.031 Advancestosuppliers 79.281 78.588 122.120 118.425 Advancesfromcustomers 10.044 9.730 15.605 14.370 Dividendsreceivable 12 39.923 91.297 364 7.552 Payables-Trading 19 58.434 16.481 64.270 36.826 Otherassets 52.389 76.999 175.009 140.336 UseofPublicAsset 18(d) 22.578 22.005 Accountpayable 54.494 45.503 64.321 57.993 2.205.714 2.301.566 3.920.656 3.791.568 Otherliabilities 61.330 70.986 141.230 211.269 Non-currentassets 1.481.260 1.336.653 2.360.041 2.158.305 Long-term receivables Relatedparties 12 196.626 50.233 233.437 52.764 Non-currentliabilities Judicialdeposits 134.755 128.227 179.728 149.432 Deferredtaxes 17(b) 514.452 383.645 902.614 759.140 Loansandfinancing 16 9.102.746 6.748.887 9.883.419 7.643.161 Othertaxesrecoverable 11 5.386 7.045 14.923 Relatedparties 12 2.755.628 2.863.539 677.233 726.093 Otherassets 33.737 14.048 129.196 199.305 Provisions 18(a) 628.659 655.476 886.706 894.973 Deferredtaxes 17(b) 859.455 753.859 1.077.168 983.326 879.570 581.539 1.452.020 1.175.564 Useofpublicassets 18(d) 363.626 352.180 Payablestoinvestees 96.431 72.657 InvestmentsinAssociates 13 11.839.884 11.155.422 3.494.140 3.241.411 Pensionliabilities 145.103 134.538 Property,plantandequipment 14 3.956.147 3.448.816 7.591.844 6.954.265 Otherliabilities 145.690 63.558 406.702 318.204 Intangibleassets 15 308.289 233.655 3.667.916 3.466.389 13.588.609 11.157.976 13.439.957 11.052.475 16.104.320 14.837.893 14.753.900 13.662.065 15.069.869 12.494.629 15.799.998 13.210.780 Equity 19 Capital 2.746.024 2.746.024 2.746.024 2.746.024 Taxincentivereserve 465.943 360.648 465.943 360.648 Profitreserves 266.087 1.963.935 266.087 1.963.935 Retainedearnings 227.112 227.112 Cumulativeothercomprehensiveincome 414.569 155.762 414.569 155.762 TotalequityattributabletoownersoftheParent 4.119.735 5.226.369 4.119.735 5.226.369 Non-controllinginterests 206.843 192.048 Totalstockholders'equity 4.119.735 5.226.369 4.326.578 5.418.417 Totalassets 19.189.604 17.720.998 20.126.576 18.629.197 Totalliabilitiesandstockholders'equity 19.189.604 17.720.998 20.126.576 18.629.197 (*) See Note 2.2 The accompanying notes are an integral part of these condensed interim financial statements. 2 de 52 Votorantim Cimentos S.A. Interim statements of income Six-month periods ended June 30 All amounts in thousands of reais unless otherwise stated Parent Consolidated Restated(*) Restated(*) Note 2012 2011 2012 2011 Net revenue 20 2,696,164 2,466,398 4,429,258 3,903,821 Cost of sales and services 22 (1,613,995) (1,539,988) (2,939,679) (2,870,659) Gross profit 1,082,169 926,410 1,489,579 1,033,162 Operating income (expenses) Selling 22 (159,924) (122,270) (255,746) (205,831) General and administrative 22 (181,294) (171,555) (266,085) (260,193) Other operating income, net 21 22,123 18,122 135,667 330,214 (319,095) (275,703) (386,164) (135,810) Operating profit before equity results and finance income (costs) 763,074 650,707 1,103,415 897,352 Results from equity investments Equity in the earnings of investees 13 304,273 333,361 97,968 156,101 Financial