f071025a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
United States
Securities and Exchange Commission
Washington, D.C. 20549
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Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
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For the month of
October 2007
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Aracruz Celulose S.A.
Aracruz Cellulose S.A.
(Translation of Registrants name into English)
Av. Brigadeiro Faria Lima, 2,2774th floor
São Paulo, SP 01452-000, Brazil
(Address of principal executive office)
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(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
(Check One) Form 20-F þ Form 40-F o
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(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .)
Aracruz Celulose S.A.
Quarterly Financial Information
(ITR) as of September 30, 2007 and
Special Review Report of
Independent Registered Public
Accounting Firm |
FEDERAL PUBLIC SERVICE |
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CVM - SECURITIES COMMISSION |
Corporate Legislation |
QUARTERLY INFORMATION - ITR |
Period - 09/30/2007 |
COMMERCIAL, INDUSTRIAL & OTHERS TYPES OF BUSINESS |
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01.01 - IDENTIFICATION |
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01 - CVM Code |
02 - Name of Society |
03 - Taxpayer Nº |
00043-4 |
Aracruz Celulose S.A. |
42.157.511/0001-61 |
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01.02 - ADDRESS OF HEAD OFFICES |
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01 - COMPLETE ADDRESS |
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02 - DISTRICT |
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03 - ZIP CODE (CEP) |
Caminho Barra do Riacho, s/nº - km 25 |
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Barra do Riacho |
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29.197-900 |
04 - CITY |
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05 - STATE |
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Aracruz |
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Espírito Santo |
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06 - AREA CODE |
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07 - TELEPHONE |
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08 - TELEPHONE |
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09 - TELEPHONE |
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10 - TELEX |
027 |
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3270-2442 |
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3270-2540 |
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3270-2844 |
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-- |
11 - AREA CODE |
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12 - FAX NO. |
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13 - FAX NO. |
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14 - FAX NO. |
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027 |
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3270-2590 |
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3270-2171 |
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3270-2001 |
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15 - E-MAIL |
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mbl@aracruz.com.br |
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01.03 - DIRECTOR OF MARKET RELATIONS (BUSINESS ADDRESS) |
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01 - NAME |
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Isac Roffé Zagury |
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02 COMPLETE ADDRESS |
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03 - DISTRICT |
Av. Brigadeiro Faria Lima, 2272 - 3 rd and 4 th Floor |
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Jardim Paulistano |
04 - ZIP CODE (CEP) |
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05 - CITY |
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06 - STATE |
01.452-000 |
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São Paulo |
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SP |
07 - AREA CODE |
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08 - TELEPHONE |
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09 - TELEPHONE |
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10 TELEPHONE |
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11 - TELEX |
011 |
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3301-4160 |
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3301-4139 |
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3301-4194 |
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-- |
12 - AREA CODE |
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13 - FAX NO |
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14 - FAX NO |
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15 - FAX NO |
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011 |
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3301-4202 |
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3301-4117 |
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3301-4275 |
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16 - E-MAILL |
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iz@aracruz.com.br |
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01.04 ACCOUNTANT / REFERENCE |
CURRENT FISCAL YEAR |
CURRENT QUARTER |
PREVIOUS QUARTER |
1 BEGINNING |
2 ENDING |
3 NUMBER |
4 BEGINNING |
5 ENDING |
6 NUMBER |
7 BEGINNING |
9 ENDING |
01/01/2007 |
12/31/2007 |
3 |
07/01/2007 |
09/30/2007 |
2 |
04/01/2007 |
06/30/2007 |
9 NAME / ACCOUNTANT CORPORATE NAME |
10 - CVM CODE |
Deloitte Touche Tohmatsu Auditores Independentes |
00385-9 |
11 NAME OF THE TECHNICAL RESPONSIBLE |
12 CPF Nº |
Amauri Froment Fernandes |
174.625.417-34 |
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01.05 CURRENT BREAKDOWN OF PAID-IN CAPITAL, NET OF TREASURY STOCK |
NUMBER OF SHARES |
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1 - CURRENT QUARTER |
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2 PREVIOUS QUARTER |
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3 QUARTER PREVIOUS YEAR |
(Thousands) |
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09/30/2007 |
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06/30/2007 |
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09/30/2006 |
PAID-IN CAPITAL |
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1 COMMON |
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455,391 |
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455,391 |
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455,391 |
2 PREFERRED |
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577,163 |
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577,163 |
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577,163 |
3 TOTAL |
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1,032,554 |
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1,032,554 |
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1,032,554 |
IN TREASURY |
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4 COMMON |
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483 |
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483 |
|
483 |
5 PREFERRED |
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1,483 |
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1,483 |
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1,483 |
6 TOTAL |
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1,966 |
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1,966 |
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1,966 |
Page: 1
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01.06 - SOCIETY CHARACTERISTICS |
1 - TYPE OF SOCIETY |
COMMERCIAL, INDUSTRIAL & OTHER TYPES OF BUSINESS |
2 SITUATION |
IN OPERATION |
3 NATURE OF STOCK CONTROL |
PRIVATE NATIONAL |
4 ACTIVITY CODE |
1040 PAPER AND PULP INDUSTRY |
5 ACTIVITY OF THE SOCIETY |
PRODUCTION OF BLEACHED EUCALYPTUS PULP |
6 TYPE OF CONSOLIDATED |
TOTAL |
7 - AUDITORSREPORT TYPE |
UNQUALIFIED OPINION |
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01.07 - SUBSIDIARIES EXCLUDED FROM CONSOLIDATED STATEMENTS |
01 - ITEM |
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02 TAXPAYER NO. |
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03 NAME |
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01.08 - DIVIDENDS APPROVED/PAID DURING AND AFTER CURRENT QUARTER |
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1 ITEM |
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2 EVENT |
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3 - DATE OF APPROVAL |
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4 - TYPE |
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5 - PAYMENT BEGAIN |
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6 - STOCK TYPE |
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7 - STOCK OF VALUE |
01 |
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RD |
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09/18/2007 |
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Interests On Stockholders Capital |
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10/17/2007 |
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ON |
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0,6984293796 |
02 |
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RD |
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09/18/2007 |
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Interests On Stockholders Capital |
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10/17/2007 |
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PNA |
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0,7682723176 |
03 |
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RD |
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09/18/2007 |
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Interests On Stockholders Capital |
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10/17/2007 |
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PNA |
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0,7682723176 |
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01.09 SUBSCRIBED CAPITAL AND CHANGES IN ACCOUNTING PERIOD IN COURSE |
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1 ITEM |
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2 DATE OF CHANGE |
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3 - VALUE OF THE
SUBSCRIBED CAPITAL
(REAL THOUSAND) |
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4 - VALUE OF THE
ALTERATION
(REAL THOUSAND) |
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5 - ORIGIN OF THE
ALTERATION |
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7 AMOUNT OF
OUTSTANDING STOCKS
(THOUSAND) |
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8 VALUE PER
SHARE ON THE
ISSUE DATE (REAL) |
01 |
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04/24/2007 |
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2,871,781 |
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1,017,275 |
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REVENUE
RESERVES |
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-- |
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-- |
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01.10 - DIRECTOR OF INVESTOR RELATIONS |
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01 - DATE |
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02 SIGNATURE |
10/08/2007 |
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/s/ Isac Roffé Zagury |
Page: 2
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02.01 BALANCE SHEET ASSETS THOUSAND OF R$ |
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1 CODE |
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2 DESCRIPTION |
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3 DATE 09/30/2007 |
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4 DATE 06/30/2007 |
1 |
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TOTAL ASSETS |
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10,340,218 |
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9,774,089 |
1.1 |
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CURRENT ASSETS |
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1,497,356 |
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1,221,128 |
1.1.1 |
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CASH AND CASH EQUIVALENTS |
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67,352 |
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2,137 |
1.1.2 |
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CREDITS |
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426,877 |
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383,336 |
1.1.2.1 |
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ACCOUNTS RECEIVABLE FROM CUSTOMERS |
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198,643 |
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149,391 |
1.1.2.1.1 |
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ACCOUNTS RECEIVABLE FROM CUSTOMERS - PULP |
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163,633 |
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111,464 |
1.1.2.1.2 |
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ACCOUNTS RECEIVABLE FROM CUSTOMERS - PAPER |
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21,170 |
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25,498 |
1.1.2.1.3 |
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ACCOUNTS RECEIVABLE FROM CUSTOMERS - OTHERS |
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13,840 |
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12,429 |
1.1.2.2 |
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CREDITS OTHERS |
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228,234 |
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233,945 |
1.1.2.2.1 |
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EMPLOYEES |
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7,846 |
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5,211 |
1.1.2.2.2 |
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SUPPLIERS |
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5,954 |
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3,760 |
1.1.2.2.3 |
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SUBSIDIARIES |
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1,335 |
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3 |
1.1.2.2.4 |
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TAXES |
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212,656 |
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224,477 |
1.1.2.2.5 |
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OTHERS |
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443 |
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494 |
1.1.3 |
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INVENTORIES |
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203,791 |
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205,392 |
1.1.3.1 |
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SUPPLIES |
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96,935 |
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98,966 |
1.1.3.2 |
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RAW MATERIALS |
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67,000 |
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56,840 |
1.1.3.3 |
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FINISHED GOODS |
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39,782 |
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49,316 |
1.1.3.5 |
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OTHERS |
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74 |
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270 |
1.1.4 |
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OTHERS |
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799,336 |
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630,263 |
1.1.4.1 |
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SHORT TERM INVESTMENTS |
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770,420 |
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626,433 |
1.1.4.2 |
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PREPAID EXPENSES |
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28,916 |
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3,820 |
1.1.4.3 |
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OTHERS |
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0 |
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10 |
1.2 |
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CURRENT NOT ASSETS |
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8,842,862 |
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8,552,961 |
1.2.1 |
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LONG-TERM ASSETS |
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377,991 |
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328,657 |
1.2.1.1 |
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OTHERS CREDITS |
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301,494 |
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285,395 |
1.2.1.1.1 |
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ACCOUNTS RECEIVABLE FROM CUSTOMERS |
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38,048 |
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0 |
1.2.1.1.2 |
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SUPPLIERS |
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228,514 |
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222,631 |
1.2.1.1.3 |
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TAXES |
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34,932 |
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62,764 |
1.2.1.2 |
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ACCOUNTS RECEIVABLE RELATED PARTIES |
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8,327 |
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6,725 |
1.2.1.2.1 |
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FROM AFFILIATES |
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0 |
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0 |
1.2.1.2.2 |
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FROM SUBSIDIARIES |
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8,327 |
|
6,725 |
1.2.1.2.3 |
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OTHERS |
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0 |
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0 |
Page: 3
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02.01 BALANCE SHEET ASSETS THOUSAND OF R$ |
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1 CODE |
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2 DESCRIPTION |
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3 DATE 09/30/2007 |
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4 DATE 06/30/2007 |
1.2.1.3 |
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OTHERS |
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68,170 |
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36,537 |
1.2.1.3.1 |
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DEBT SECURITIES |
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5,948 |
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5,876 |
1.2.1.3.2 |
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UNREALIZED GAIN FROM CURRENCY INTEREST RATE IN DERIVATIVE |
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31,435 |
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0 |
1.2.1.3.3 |
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ESCROW DEPOSITS |
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30,787 |
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30,661 |
1.2.2 |
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FIXED ASSETS |
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8,464,871 |
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8,224,304 |
1.2.2.1 |
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INVESTMENTS |
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3,263,221 |
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3,203,343 |
1.2.2.1.1 |
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IN AFFILIATES |
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19,174 |
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19,375 |
1.2.2.1.2 |
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IN AFFILIATES - GOODWILL |
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0 |
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0 |
1.2.2.1.3 |
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IN SUBSIDIARIES |
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3,231,418 |
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3,171,341 |
1.2.2.1.4 |
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IN SUBSIDIARIES - GOODWILL |
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9,741 |
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9,741 |
1.2.2.1.5 |
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OTHER COMPANIES |
|
2,888 |
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2,888 |
1.2.2.2 |
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PROPERTY, PLANT AND EQUIPMENT |
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5,002,892 |
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4,793,413 |
1 2.2.2.1 |
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LAND |
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931,584 |
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853,267 |
1.2.2.2.2 |
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BUILDINGS |
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456,197 |
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454,827 |
1.2.2.2.3 |
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MACHINERY AND EQUIPMENT |
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2,052,084 |
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2,104,127 |
1.2.2.2.4 |
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FORESTS |
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994,504 |
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940,353 |
1.2.2.2.5 |
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PROGRESS FOR SUPPLIER |
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38,273 |
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62,251 |
1.2.2.2.6 |
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CONSTRUCTION IN PROGRESS |
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436,370 |
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282,345 |
1.2.2.2.7 |
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OTHER S |
|
93,880 |
|
96,263 |
1.2.2.4 |
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DEFERRED CHARGES |
|
198,758 |
|
227,548 |
1.2.2.4.1 |
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INDUSTRIAL |
|
1,749 |
|
2,395 |
1.2.2.4.2 |
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GOODWILL ARISING ON INCORPORATION OF ENTITY |
|
197,009 |
|
225,153 |
Page: 4
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02.02 BALANCE SHEET LIABILITIES THOUSAND OF R$ |
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1 CODE |
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2 DESCRIPTION |
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3 DATE 09/30/2007 |
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4 DATE 06/30/2007 |
2 |
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TOTAL LIABILITIES |
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10,340,218 |
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9,774,089 |
2.1 |
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CURRENT LIABILITIES |
|
625,445 |
|
707,383 |
2.1.1 |
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LOANS AND FINANCING |
|
173,638 |
|
156,508 |
2.1.2 |
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DEBENTURES |
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0 |
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0 |
2.1.3 |
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SUPPLIERS |
|
185,809 |
|
147,375 |
2.1.4 |
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TAXES |
|
63,200 |
|
69,514 |
2.1.5 |
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DIVIDENDS PAYABLE |
|
79,618 |
|
80,528 |
2.1.6 |
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PROVISIONS |
|
52,038 |
|
40,051 |
2.1.6.1 |
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VACATION AND 13th SALARY |
|
30,834 |
|
26,038 |
2.1.6.2 |
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PROFIT SHARING |
|
21,204 |
|
14,013 |
2.1.7 |
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LOANS FROM RELATED PARTIES |
|
69,914 |
|
210,368 |
2.1.7.1 |
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ADVANCES FROM SUBSIDIAIES |
|
69,243 |
|
209,647 |
2.1.7.2 |
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OTHER DEBTS TO SUBSIDIARIES |
|
671 |
|
721 |
2.1.8 |
|
OTHERS |
|
1,228 |
|
3,039 |
2.1.8.1 |
|
OTHERS |
|
1,228 |
|
3,039 |
2.2 |
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NOT CURRENT LIABILITIES |
|
4,207,484 |
|
3,743,923 |
2.2.1 |
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LOANS AND FINANCING |
|
4,207,484 |
|
3,743,923 |
2.2.1.1 |
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LOANS AND FINANCING |
|
2,234,507 |
|
2,170,240 |
2.2.1.2 |
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DEBENTURES |
|
0 |
|
0 |
2.2.1.3 |
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PROVISION |
|
678,144 |
|
672,419 |
2.2.1.3.1 |
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LABOR CONTINGENCIES |
|
18,170 |
|
17,002 |
2.2.1.3.2 |
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TAX CONTINGENCIES |
|
394,595 |
|
454,964 |
2.2.1.3.3 |
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OTHERS |
|
265,379 |
|
200,453 |
2.2.1.4 |
|
LOANS FROM RELATED PARTIES |
|
1,211,857 |
|
828,520 |
2.2.1.4.1 |
|
ADVANCES FROM SUBSIDIARIES |
|
1,211,857 |
|
828,520 |
2.2.1.6 |
|
OTHERS |
|
82,976 |
|
72,744 |
2.2.1.6.1 |
|
SUPPLIERS |
|
7,419 |
|
7,419 |
2.2.1.6.2 |
|
OTHERS |
|
75,557 |
|
65,325 |
Page: 5
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02.02 BALANCE SHEET LIABILITIES THOUSAND OF R$ |
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1 CODE |
|
2 DESCRIPTION |
|
3 DATE 09/30/2007 |
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4 DATE 06/30/2007 |
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2.4 |
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STOCKHOLDERS EQUITY |
|
5,507,289 |
|
|
5,322,783 |
|
2.41 |
|
PAID-IN CAPITAL |
|
2,871,781 |
|
|
2,871,781 |
|
2.4.1.1 |
|
COMMON STOCK |
|
1266,551 |
|
|
1,266,551 |
|
2.4.1.2 |
|
PREFERRED STOCK |
|
1,605,230 |
|
|
1,605,230 |
|
2.4.2 |
|
CAPITAL RESERVES |
|
162,210 |
|
|
162,210 |
|
2.4.3 |
|
REVALUATION RESERVE |
|
0 |
|
|
0 |
|
2.4.3.1 |
|
OWN ASSETS |
|
0 |
|
|
0 |
|
2.4.3.2 |
|
SUBSIDIARIES / AFFILIATES |
|
0 |
|
|
0 |
|
2.4.4 |
|
REVENUE RESERVES |
|
1,845,520 |
|
|
1,845,520 |
|
2.4.4.1 |
|
LEGAL |
|
338,454 |
|
|
338,454 |
|
2.4.4.2 |
|
STATUTORY |
|
0 |
|
|
0 |
|
2.4.4.3 |
|
FOR CONTINGENCIES |
|
0 |
|
|
0 |
|
2.4.4.4 |
|
UNREALIZED INCOME |
|
0 |
|
|
0 |
|
2.4.4.5 |
|
FOR INVESTMENTS |
|
1,516,052 |
|
|
1,516,052 |
|
2.4.4.6 |
|
SPECIAL FOR NON-DISTRIBUTED DIVIDENDS |
|
0 |
|
|
0 |
|
2.4.4.7 |
|
OTHER UNREALIZED INCOME |
|
(8,986 |
) |
|
(8,986 |
) |
2.4.4.7.1 |
|
TREASURY STOCK |
|
(8,986 |
) |
|
(8,986 |
) |
2.4.5 |
|
RETAINED EARNINGS |
|
627,778 |
|
|
443,272 |
|
2.4.6 |
|
ADVANCE FOR FUTURE CAPITAL INCREASE |
|
0 |
|
|
0 |
|
Page: 6
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|
03.01 STATEMENT OF OPERATIONS THOUSAND OF R$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 CODE |
|
2 DESCRIPTION |
|
|
3 FROM: 07/01/2007
TO: 09/30/2007
|
|
|
4 FROM: 01/01/2007
TO: 09/30/2007 |
|
|
5 FROM: 07/01/2006
TO: 09/30/2006 |
|
|
6 FROM: 01/01/2006
TO: 09/30/2006 |
|
3.1 |
|
GROSS SALES AND SERVICES REVENUE |
|
|
621,394 |
|
|
1,866,194 |
|
|
548,012 |
|
|
1,728,798 |
|
3.2 |
|
SALES TAXES AND OTHER DEDUCTIONS |
|
|
(10,814 |
) |
|
(31,963 |
) |
|
(8,984 |
) |
|
(23,653 |
) |
3.3 |
|
NET SALES REVENUE |
|
|
610,580 |
|
|
1,834,231 |
|
|
539,028 |
|
|
1,705,145 |
|
3.4 |
|
COST OF GOODS SOLD |
|
|
(439,752 |
) |
|
(1,344,327 |
) |
|
(419,612 |
) |
|
(1,299,132 |
) |
3.5 |
|
GROSS PROFIT |
|
|
170,828 |
|
|
489,904 |
|
|
119,416 |
|
|
406,013 |
|
3.6 |
|
OPERATING (EXPENSES) INCOME |
|
|
86,334 |
|
|
350,880 |
|
|
78,354 |
|
|
277,190 |
|
3.6.1 |
|
SELLING |
|
|
(16,509 |
) |
|
(50,448 |
) |
|
(15,616 |
) |
|
(50,772 |
) |
3.6.2 |
|
GENERAL AND ADMINISTRATIVE |
|
|
(25,004 |
) |
|
(73,826 |
) |
|
(40,843 |
) |
|
(84,207 |
) |
3.6.3 |
|
FINANCIAL |
|
|
116,861 |
|
|
328,818 |
|
|
(91,844 |
) |
|
(14,719 |
) |
3.6.3.1 |
|
FINANCIAL INCOME |
|
|
60,483 |
|
|
248,617 |
|
|
62,016 |
|
|
260,245 |
|
3.6.3.2 |
|
FINANCIAL EXPENSES |
|
|
56,378 |
|
|
80,201 |
|
|
(153,860 |
) |
|
(275,144 |
) |
3.6.4 |
|
OTHER OPERATING INCOME |
|
|
10,203 |
|
|
29,734 |
|
|
9,475 |
|
|
26,395 |
|
3.6.5 |
|
OTHER OPERATING EXPENSES |
|
|
(43,971 |
) |
|
(87,180 |
) |
|
(47,167 |
) |
|
(137,582 |
) |
3.6.6 |
|
EQUITY IN THE RESULTS OF SUBSIDIARIES |
|
|
44,754 |
|
|
203,782 |
|
|
264,349 |
|
|
538,075 |
|
3.7 |
|
OPERATING INCOME |
|
|
257,162 |
|
|
840,784 |
|
|
197,770 |
|
|
683,203 |
|
3.8 |
|
NON-OPERATING (EXPENSES) INCOME |
|
|
189 |
|
|
(1,085 |
) |
|
(394 |
) |
|
(952 |
) |
3.8.1 |
|
INCOME |
|
|
334 |
|
|
754 |
|
|
200 |
|
|
727 |
|
3.8.2 |
|
EXPENSES |
|
|
(145 |
) |
|
(1,839 |
) |
|
(594 |
) |
|
(1,679 |
) |
3.9 |
|
INCOME BEFORE INCOME TAXES AND MANAGEMENT REMUNERATION |
|
|
257,351 |
|
|
839,699 |
|
|
197,376 |
|
|
682,251 |
|
3.10 |
|
INCOME TAX AND SOCIAL CONTRIBUTION |
|
|
(7,919 |
) |
|
(51,836 |
) |
|
34,217 |
|
|
(25,890 |
) |
3.11 |
|
DEFERRED INCOME TAXES |
|
|
(64,926 |
) |
|
(160,085 |
) |
|
(15,003 |
) |
|
(29,251 |
) |
3.12 |
|
MANAGEMENT REMUNERATION AND STATUORY APPROPRIATIONS |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
3.12.1 |
|
REMUNERATION |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
3.12.2 |
|
APPROPRIATIONS |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
3.13 |
|
REVERSION OF INTERESTS ON STOCKHOLDERS CAPITAL |
|
|
76,000 |
|
|
220,000 |
|
|
80,000 |
|
|
243,000 |
|
3.15 |
|
NET INCOME FOR THE PERIOD |
|
|
260,506 |
|
|
847,778 |
|
|
296,590 |
|
|
870,110 |
|
|
|
CAPITAL STOCK-QUANTITY (THOUSANDS) |
|
|
1,030,588 |
|
|
1,030,588 |
|
|
1,030,588 |
|
|
1,030,588 |
|
|
|
EARNINGS PER SHARE |
|
|
0,25277 |
|
|
0,82262 |
|
|
0,28779 |
|
|
0,84429 |
|
|
|
LOSS PER SHARE |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Page: 7
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
(Convenience Translation into English of original previously issued in Portuguese) |
EXPRESSED IN THOUSANDS OF REAIS |
(Except as indicated otherwise) |
1 |
Business Context |
|
|
Aracruz Celulose S.A. ("Aracruz", "Company" or "Parent Company") -- based in Aracruz, in the State of Espírito Santo (ES), with plants located in the States of ES, Bahia (BA) and Rio Grande do Sul (RS) -- was founded in 1967 and is engaged in the production and sale of bleached short-fiber eucalyptus pulp. The pulp is produced from reforested timber tracts, mainly from the Companys own forests, with an installed production capacity of 3,010 thousand tons per annum. Of this total, 2,130 thousand tons are turned out from the mill in Barra do Riacho (ES), 430 thousand tons from the RS mill and 450 thousand tons relating to its 50% stake in Veracel Celulose S.A. (Veracel), which runs the mill located in Eunápolis, BA that has total installed production capacity of 900 thousand tons per year. |
|
|
In September 2007, work was concluded on the project for modernizing one of the production lines at the unit in Barra do Riacho - ES. As a result, this units production capacity will be increased by 200 thousand tons per year as from October, 2007, as soon as the learning curve is overcome. |
|
|
Aracruz owns 50% of the capital stock of Veracel, with the other half held by the Swedish-Finnish group Stora Enso. |
|
|
The Companys operations are integrated with those of its Subsidiaries, jointly-held and affiliated concerns, which operate in: (i) the distribution of products on the international market [Aracruz Trading S.A., Aracruz Celulose (USA), Inc., Aracruz Trading International Commercial and Servicing Limited Liability Company (Aracruz Trading International Ltd.) and Riocell Limited], (ii) port services (Portocel - Terminal Especializado de Barra do Riacho S.A.), (iii) forestation and reforestation of eucalyptus trees, under a loan for use agreement (Mucuri Agroflorestal S.A.), (iv) the manufacture of solid wood products (Aracruz Produtos de Madeira S.A.), (v) performance of consulting services and international trading activities (Ara Pulp - Comércio de Importação e Exportação, Unipessoal Ltda.) and (vi) pulp production (Veracel). |
|
|
Based on the increase in the performance of port services to third parties and to the associated company Veracel, the need arose to carry out work to expand, revamp and enhance the Barra do Riacho Private Terminal. The Companys subsidiary Portocel contracted financing in the total amount equivalent to US$ 50 million, which in Brazilian currency corresponds to R$ 104 million [Note 13(c)], to be invested in Phase 1 of the expansion project, which is expected to be concluded in May of 2008, with start-up of operations slated for June of that same year. |
|
|
Aracruz expects to obtain final approval from stockholders for expansion of the Guaíba Unit in 2007 or at the beginning of 2008. The initial stage of land purchases and forest formation has already been approved by the Board of Directors and over half the lands in view have already been purchased or committed. Total investment for the Guaíba expansion is estimated at approximately US$ 2 billion. The project should be concluded by 2010, adding 1.3 million tons of pulp per year to the current production capacity, raising total annual production at that unit to 1.8 million tons. |
|
Page: 8
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
2 |
Presentation of Financial Information and Significant Accounting Practices |
|
|
The consolidated quarterly financial information has been prepared in conformity with accounting practices adopted in Brazil and procedures determined by the Brazilian Securities Commission CVM and Institute of Independent Auditors IBRACON, the most significant of which are outlined below. |
|
|
There have been no significant changes in either accounting practices or in the criterion for presentation of the quarterly financial information, in relation to those presented in the financial statements for the year ended December 31, 2006. |
|
|
a) |
The consolidated quarterly financial information includes the following companies, all of which have the same base dates for presentation of their financial information and uniform accounting practices: |
|
|
|
|
|
|
Stake in Capital (%) |
Pulp production: |
|
|
Veracel Celulose S.A. |
|
50 |
Eucalyptus forests and reforested tracts: |
|
|
Mucuri Agroflorestal S.A. |
|
100 |
Port services: |
|
|
Portocel - Terminal Especializado de Barra do Riacho S.A. |
|
51 |
International distribution network: |
|
|
Aracruz Trading International Ltd. |
|
100 |
Aracruz Celulose (USA), Inc. |
|
100 |
Aracruz Trading S.A. |
|
100 |
Ara Pulp Com. de Importação e Exportação, Unipessoal Ltda. |
|
100 |
Riocell Limited |
|
100 |
Manufacture of solid wood products: |
|
|
Aracruz Produtos de Madeira S.A.(*) |
|
33.33 |
Special Purpose Company - SPE: |
|
|
Arcel Finance Limited |
|
100 |
(*) |
Aracruz holds a 1/3 share in the capital stock of Aracruz Produtos de Madeira S.A. and its stake is recorded under the equity method. |
|
The exclusive funds recorded as short-term investments have also been included in the Companys consolidation process (Note 4).
Page: 9
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
The consolidation procedures for the balance sheet and the statements of income reflect the sum of the balances of assets, liabilities, income and expenses accounts, together with the following eliminations: (i) stakes in capital, reserves and retained earnings (deficit) against investments, (ii) balances of intercompany current accounts and other assets and/or liabilities, (iii) effects of significant transactions, (iv) separate reporting of participation of minority shareholders in results and stockholders equity of the controlled companies and (v) elimination of unrealized profits among Group companies.
In accordance with Brazilian Securities Commission (CVM) Instruction 247/96, the Company proportionately consolidated its interest in Veracel, since it is jointly controlled (50%) under the terms of the shareholders agreement.
Summary financial statements of Veracel, as proportionally consolidated by Aracruz, are as follows:
|
|
|
|
|
|
|
September 30, 2007 |
|
June 30, 2007 |
Cash and cash equivalents |
|
714 |
|
948 |
Inventories |
|
60,553 |
|
68,221 |
PP&E/Deferred charges |
|
1,537,794 |
|
1,533,450 |
Other assets |
|
192,624 |
|
203,236 |
|
|
1,791,685 |
|
1,805,855 |
Suppliers |
|
15,469 |
|
19,017 |
Financings |
|
625,258 |
|
662,485 |
Other liabilities |
|
27,496 |
|
22,292 |
Shareholders equity |
|
1,123,462 |
|
1,102,061 |
|
|
1,791,685 |
|
1,805,855 |
|
|
3rd Quarter 2007 |
|
3rd Quarter 2006 |
Net sales revenues |
|
106,793 |
|
108,702 |
Gross profit |
|
29,220 |
|
35,972 |
Operating profit |
|
19,672 |
|
24,354 |
Net income |
|
5,448 |
|
2,114 |
b) |
In order to enhance the quality of the information provided to the market, Aracruz is presenting, as additional information, the Statement of Cash Flow and the Statement of Value Added. |
|
|
The Statement of Cash Flow was prepared in accordance with Pronouncement NPC-20, of the Brazilian Institute of Independent Auditors - IBRACON, reflecting transactions involving cash and cash equivalents of the Company, other than for securities with maturities above 90 days. This statement is divided into operating, investing and financing activities. |
|
|
The Statement of Value Added, prepared in accordance with Pronouncement NPC-3.7 of the Federal Accounting Council CFC, presents the result of the operations from the point of view of generation and distribution of value added, where the four main beneficiaries of the value generated by the activities of the Company are: employees, government, the community and third party and shareholders capital |
|
Page: 10
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
3 |
Marketable Securities |
|
|
As of September 30, 2007 and June 30, 2007, the marketable securities recorded in the consolidated balance sheet chiefly comprise Certificates of Deposit (CDs) denominated in Reais, placed overseas with leading financial institutions, through the Companys subsidiary Aracruz Trading International Ltd. the original maturities of which are less than 90 days. |
|
4 |
Short-term Investments |
|
|
As of September 30 and June 30, 2007, the Company had units of ownership (quotas) in two exclusive private investment funds as well as investments in Certificates of Bank Deposit (CDBs) with original maturities of more than 90 days. The funds are mainly comprised of CDs and other securities and yields linked to the CDI (Certificate of Interbank Deposit) rate. These funds and investments are maintained at leading Brazilian financial institutions, with final maturities between October of 2007 and April, 2011. The securities included in the portfolio of the exclusive funds feature daily liquidity and are marked to market on a daily basis, without loss of principal and interest accrued through the date of redemption. The Company considers such investments as securities held for trading. |
|
|
These exclusive funds do not entail significant financial obligations. Any obligations are limited to the service fees paid to the asset management companies employed to execute investment transactions, audit fees and other general and administrative expenses. There are no consolidated assets of the Company that are collateral for these obligations and the creditors of the funds do not have recourse against the general credit of the Company. |
|
|
|
|
|
|
Description |
|
Sep. 30, 2007 |
|
June 30, 2007 |
Certificates of Bank Deposit (CDB) |
|
601,685 |
|
458,527 |
Box of Options Certificates of Interbank |
|
|
|
|
Deposit (CDI) |
|
|
|
74,420 |
Brazilian Federal Government Bonds |
|
123,937 |
|
49,787 |
Debentures |
|
44,798 |
|
43,699 |
Total |
|
770,420 |
|
626,433 |
As of September 30, 2007, the difference between the Company and Consolidated balances, in the amount of R$ 135,142 (R$ 143,533 as of June 30, 2007), chiefly refers to Certificates of Deposit denominated in Reais held at leading banks in Brazil and overseas through Aracruzs subsidiaries Aracruz Trading International Ltd. and Portocel Terminal Especializado de Barra do Riacho S.A.
Page: 11
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
|
|
|
|
|
|
|
|
|
|
5 |
Trade Accounts Payable pulp customers |
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
Consolidated |
|
|
|
|
9/30/2007 |
|
6/30/2007 |
|
9/30/2007 |
|
6/30/2007 |
|
|
Domestic pulp sales |
|
24,872 |
|
22,028 |
|
25,470 |
|
23,383 |
|
|
Foreign pulp sales |
|
|
|
|
|
|
|
|
|
|
Subsidiaries |
|
138,676 |
|
85,532 |
|
|
|
|
|
|
Others (third parties) |
|
85 |
|
3,904 |
|
462,488 |
|
549,220 |
|
|
Allowance for doubtful accounts |
|
|
|
|
|
(7,476 |
) |
(7,831 |
) |
|
|
|
163,633 |
|
111,464 |
|
480,482 |
|
564,772 |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
Inventories |
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
|
|
Consolidated |
|
|
|
|
9/30/2007 |
|
6/30/2007 |
|
9/30/2007 |
|
6/30/2007 |
|
|
Pulp finished products |
|
|
|
|
|
|
|
|
|
|
At mills |
|
38,855 |
|
48,387 |
|
51,218 |
|
67,016 |
|
|
Overseas |
|
|
|
|
|
247,245 |
|
227,299 |
|
|
Paper finished products |
|
927 |
|
929 |
|
927 |
|
929 |
|
|
Raw materials |
|
67,000 |
|
56,840 |
|
80,280 |
|
69,103 |
|
|
Maintenance and warehouse supplies |
|
97,359 |
|
99,390 |
|
130,997 |
|
135,493 |
|
|
Provision for obsolescence / market |
|
|
|
|
|
|
|
|
|
|
value adjustment |
|
(424 |
) |
(424 |
) |
(424 |
) |
(424 |
) |
|
Other inventories |
|
74 |
|
270 |
|
1,345 |
|
1,496 |
|
|
|
|
203,791 |
|
205,392 |
|
511,588 |
|
500,912 |
|
Page: 12
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
7 |
Related Parties |
|
|
The transactions between the Company and its subsidiaries, jointly controlled and affiliated companies, such as sales of products, purchases of raw materials and services, are eliminated upon consolidation. The financial transactions, such as current account advances and pre-payment contracts, bear effective interest rates that vary from 6.14% to 6.90% per annum plus exchange variation, and are likewise eliminated in the consolidation process. |
|
(a) |
Subsidiaries, Jointly-controlled and Affiliated Companies |
|
(b) |
Stockholders and related company |
|
|
Transactions with Company Stockholders and a related company, mainly financing transactions and performance of services, are carried out at rates, for amounts and on terms that would normally apply to unrelated parties. |
|
Page: 13
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
8 |
Tax Credits |
|
|
(a) Deferred Income Tax and Social Contribution and Recoverable Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
|
Consolidated |
|
|
|
9/30/2007 |
|
|
6/30/2007 |
|
|
9/30/2007 |
|
|
6/30/2007 |
|
Deferred Income Tax and Social Contribution |
|
|
|
|
|
|
|
|
|
|
|
|
Tax losses (i) |
|
24,603 |
|
|
24,599 |
|
|
35,128 |
|
|
36,199 |
|
Negative results for purposes of Federal Social
Contribution Tax on Net Income CSLL (i) |
|
38 |
|
|
36 |
|
|
3,826 |
|
|
4,211 |
|
Temporary differences (ii) |
|
|
|
|
|
|
|
|
|
|
|
|
Exchange variation tax on cash basis |
|
(297,119 |
) |
|
(250,625 |
) |
|
(297,119 |
) |
|
(250,625 |
) |
Income Tax on unearned income |
|
|
|
|
|
|
|
27,616 |
|
|
29,028 |
|
Other temporary differences |
|
7,099 |
|
|
25,537 |
|
|
20,397 |
|
|
38,051 |
|
Taxes Recoverable |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax and CSLL prepaid on estimated basis |
|
72,802 |
|
|
73,006 |
|
|
81,388 |
|
|
76,943 |
|
Income tax overpaid in prior years |
|
105,604 |
|
|
112,747 |
|
|
105,604 |
|
|
112,747 |
|
Withholding Income Tax (IRRF) on investments in
marketable securities |
|
9,169 |
|
|
6,523 |
|
|
22,471 |
|
|
19,723 |
|
IRRF accrued on investments in marketable securities /
operations involving derivative financial instruments |
|
14,309 |
|
|
2,331 |
|
|
18,192 |
|
|
5,260 |
|
Federal Social Integration Program (PIS) and Social
Finance (COFINS) contributions |
|
35,561 |
|
|
30,879 |
|
|
88,073 |
|
|
89,284 |
|
State Value-Added Tax on Circulation of Goods and
Services ICMS (iii) |
|
267,173 |
|
|
324,194 |
|
|
292,436 |
|
|
348,895 |
|
Provision for loss on ICMS credits (iii) |
|
(258,965 |
) |
|
(264,409 |
) |
|
(281,296 |
) |
|
(287,754 |
) |
Other sundry items |
|
1,935 |
|
|
1,970 |
|
|
2,463 |
|
|
2,496 |
|
Total |
|
(17,791 |
) |
|
86,788 |
|
|
119,179 |
|
|
224,458 |
|
Shown as: |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
212,656 |
|
|
224,477 |
|
|
265,633 |
|
|
279,760 |
|
Long-term assets |
|
34,932 |
|
|
62,764 |
|
|
91,314 |
|
|
116,862 |
|
Long-term liabilities |
|
(265,379 |
) |
|
(200,453 |
) |
|
(237,768 |
) |
|
(172,164 |
) |
(i) |
The deferred tax credits arising from accumulated tax losses and negative results for CSLL purposes at Veracel (on proportional bases) have been recorded as of September 30, 2007, backed up by economic viability studies approved by that companys management bodies, which indicate full realization of the credits by 2012, as prescribed by CVM Instruction No. 371/02 and detailed below: |
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2010 |
|
2011 to 2012 |
|
Total |
Income Tax |
|
2,132 |
|
3,945 |
|
13,308 |
|
19,385 |
Social Contribution |
|
768 |
|
1,420 |
|
4,791 |
|
6,979 |
Total |
|
2,900 |
|
5,365 |
|
18,099 |
|
26,364 |
Page: 14
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
As described in Note 1, the jointly owned company Veracel started up its production during 2005 and its sales have the required synergy with the Parent Companys international distribution network. |
|
|
The remaining balance of R$ 24,603 refers to deferred tax credits resulting from accumulated tax losses for income tax purposes and negative results for CSLL purposes at Aracruz, linked to the assessment notice regarding offset of BEFIEX tax losses [Note 18(f)]. |
|
(ii) |
The income tax and social contribution deferred on temporary differences are stated at net value. The principal temporary effect refers to the effect of credit exchange variation calculated for the current year (system for calculating tax and social contribution on a cash basis exchange effects). |
|
(iii) |
Since the promulgation of Complementary Law No. 87 on September 13, 1996, the Companys Espírito Santo mill has been accumulating ICMS (State Value Added Tax VAT) credits, resulting from its predominantly export activity. The Company has the legal right, not contested by the tax authorities, to claim those credits from the State. However, due to the fact that the negotiations underway with the State in this regard have not permitted a reasonable estimate of the period for resolution of this matter, the Company has been recording a provision for losses of 100% of such ICMS credit balances recorded in the accounting books in relation to the unit in the State of Espírito Santo (ES). |
|
|
The amount of R$ 8,208 at Aracruz not covered by the provision for loss chiefly refers to ICMS credits of the Guaíba Unit, in the State of Rio Grande do Sul (RS), which the Company has been offsetting in the normal course of its operations. |
|
Page: 15
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
Income Tax and Social Contribution reflected in results originate as follows: |
|
|
|
|
|
|
|
|
Parent Company |
|
|
Consolidated |
|
|
|
|
|
9/30/2007 |
|
|
9/30/2006 |
|
|
9/30/2007 |
|
|
9/30/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before Income Tax, Social Contribution
and minority interest |
|
839,699 |
|
|
682,251 |
|
|
895,841 |
|
|
687,490 |
|
|
|
Income tax and social contribution at enacted rates of 34% |
|
(285,498 |
) |
|
(231,965 |
) |
|
(304,586 |
) |
|
(233,747 |
) |
|
|
Equity pick-up from subsidiaries with different rates
or income not subject to taxation |
|
69,310 |
|
|
182,619 |
|
|
43,782 |
|
|
163,941 |
|
|
|
Depreciation, amortization, depletion and write-offs -
Article 2 of Law No. 8.200/91 |
|
(1,594 |
) |
|
(1,784 |
) |
|
(1,594 |
) |
|
(1,784 |
) |
|
|
Contributions and donations |
|
(495 |
) |
|
(2,672 |
) |
|
(495 |
) |
|
(2,672 |
) |
|
|
Technological innovation |
|
7,089 |
|
|
|
|
|
7,089 |
|
|
|
|
|
|
Other permanent differences |
|
(733 |
) |
|
(1,339 |
) |
|
(54 |
) |
|
(1,084 |
) |
|
|
Income Tax and Social Contribution |
|
211,921 |
|
|
55,141 |
|
|
255,858 |
|
|
75,346 |
|
|
|
Current portion |
|
(51,836 |
) |
|
(25,890 |
) |
|
(93,584 |
) |
|
(53,615 |
) |
|
|
Deferred portion |
|
(160,085 |
) |
|
(29,251 |
) |
|
(162,274 |
) |
|
(21,731 |
) |
9 |
Advances to Suppliers Forest Producer Program |
|
|
The Forestry Producer Program is a partnership with rural producers, initiated in 1990 in the State of Espírito Santo and expanded to other states, such as Bahia, Minas Gerais, Rio Grande do Sul and, more recently, Rio de Janeiro. The Program encourages the planting of commercial forests of eucalyptus trees, in respect of which the Company provides technology, technical support, materials and financial resources, depending on the type of contract, in order to ensure supply of wood for pulp production. As of September 30, 2007, advances of funds amounted to R$ 228,514 (Consolidated R$ 250,596), compared with R$ 222,631 (Consolidated R$ 243,294) as of June 30, 2007, which will be recovered against the delivery of the wood by the producers. |
|
Page: 16
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
10 |
Investements (a) Parent Company |
|
|
* - The difference between the loss for the quarter and the equity results relates to the tax incentive booked under shareholders equity in the amount of R$ 829. |
|
(i) |
As part of the plan for capitalization of Veracel, during the third quarter of 2007 capital increases were made in the amount of R$ 15,124 (second quarter of 2007 R$ 17,991. |
|
(ii) |
The effect of the exchange exposure of overseas investments is recorded under the heading "Equity pick-up" and the method adopted for translating overseas investments is the current exchange rate. |
|
(iii) |
The goodwill paid on the acquisition of Veracel, in the total amount of R$ 50,305, was based on the market value of the assets, lands and forests and on estimated future profitability of the business. The goodwill relating to the forests and estimated future profitability of the forestry business, in the amount of R$ 40,564, was fully amortized through March 31, 2006, according to the depletion and utilization of planted eucalyptus areas. In the latter case, the amortization is appropriated to the cost of forest- growing and is recognized in income in the year in which the trees are felled. The goodwill on the lands, in the amount of R$ 9,741, will remain pending amortization until such time as the respective assets are realized. |
|
|
Of the goodwill of R$ 839,305 arising on the acquisition of Riocell S.A. in 2003, R$ 276,422 was allocated principally to fixed assets, while the unallocated portion of R$ 562,883 (future profitability of the business) was transferred to deferred charges (Note 12). |
|
Page: 17
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
(b) Consolidated
The consolidated balance of stakes in affiliated and subsidiary companies, in the amount of R$ 19,74 (R$ 19,373 as of June 30, 2007), represents Aracruzs share in its affiliated company Aracruz Produtos de Madeira S. A. The portion of the goodwill relating to the market value of the assets is allocated to property, plant and equipment in the consolidated financial statements (proportional consolidation of Veracel).
11 Property, Plant and Equipment
(*) |
Depletion of forests, based on formation and maintenance costs and the area cut down each month, appropriated to the cost of pulp production in an amount that excludes the portions that will benefit future forests. |
|
Page: 18
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
Page: 19
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
|
|
|
|
Consolidated |
|
|
|
% annual
interest rate |
|
9/30/2007 |
|
|
6/30/2007 |
|
|
9/30/2007 |
|
|
6/30/2007 |
|
Brazilian currency Reais (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans indexed to Long-Term Interest Rate TJLP |
|
7.0 to 10.50 |
|
625,997 |
|
|
532,065 |
|
|
1,067,709 |
|
|
993,027 |
|
Loans indexed to basket of currencies |
|
7.64 to 9.74 |
|
78,133 |
|
|
72,800 |
|
|
240,072 |
|
|
249,042 |
|
Export credit note (b) |
|
CDI |
|
|
|
|
|
|
|
107,855 |
|
|
104,933 |
|
Loans indexed to other currencies |
|
6.75 to 8.75 |
|
10,057 |
|
|
|
|
|
6,105 |
|
|
937 |
|
Foreign currency U.S. Dollars (c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances for exchange contracts / prepayments |
|
5.73 to 6.90 |
|
1,693,958 |
|
|
1,721,883 |
|
|
1,693,966 |
|
|
1,721,883 |
|
Other loans and financings |
|
6.35 |
|
|
|
|
|
|
|
19,202 |
|
|
22,846 |
|
Total Loans and Financings |
|
|
|
2,408,145 |
|
|
2,326,748 |
|
|
3,134,909 |
|
|
3,092,668 |
|
Portion falling due short term (including interest payable) |
|
(173,638 |
) |
|
(156,508 |
) |
|
(290,197 |
) |
|
(277,483 |
) |
Portion falling due long-term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
33,681 |
|
|
67,668 |
|
|
64,865 |
|
|
127,772 |
|
2009 |
|
|
|
80,514 |
|
|
74,734 |
|
|
205,668 |
|
|
201,209 |
|
2010 |
|
|
|
24,075 |
|
|
11,610 |
|
|
144,349 |
|
|
133,209 |
|
2011 to 2016 |
|
|
|
2,096,237 |
|
|
2,016,228 |
|
|
2,429,830 |
|
|
2,352,995 |
|
|
|
|
|
2,234,507 |
|
|
2,170,240 |
|
|
2,844,712 |
|
|
2,815,185 |
|
(a) |
Loans from BNDES (Stockholder) |
|
|
In December, 2006, Aracruz signed a financing agreement with its stockholder, the Brazilian Development Bank (BNDES - Banco Nacional de Desenvolvimento Econômico and Social), in the total amount of R$ 595,869, to be amortized in the period from 2014 to 2016, of which R$ 465,128 has already been released, subject to interest varying between 7.69% and 8.64% per annum. |
|
|
As of September 30, 2007, the Parent Company had financings in the total amount of R$ 699,514 (R$ 605,188 as of June 30, 2007), not including interest, contracted from its stockholder BNDES, subject to interest varying between 7.64% and 10.5% p.a., to be amortized in the period between 2007 and 2016. |
|
|
With the exception of the agreement signed in December of 2006, the financings granted by BNDES are guaranteed by mortgages, in varying degrees, of the industrial unit in the State of Espírito Santo and by Company lands and forests, as well as by a statutory lien on financed machinery and equipment. |
|
|
As regards Veracel, as of September 30, 2007 BNDES financings amount to R$ 601,201 (R$ 634,487 as of June 30, 2007), not including interest, which varies from 7.0% to 9.74%, to be amortized in the period from October 2007 to February of 2014. These amounts refer to the 50% share held by Aracruz in Veracel. |
|
Page: 20
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
(b) Export credit note
In May 2006 the Companys subsidiary Portocel - Terminal Especializado de Barra do Riacho S. contacted an Export Credit Note operation in the amount of R$ 104 million (US$ 50 million), with interest equivalent to 100% of the CDI rate, semi-annual installments and payments of the principal between June 2008 and December of 2013, in order to expand port facilities. Also linked to this operation was the contracting of a DI x US$ swap transaction, with the same maturity terms and transformation of the interest rate into exchange variation + 5.985% p. a.
(c) Export prepayment operations
As of September 30, 2007, Aracruz had prepayment operations contracted with various banks in the total amount of US$ 1,671,560, with interest varying between 5.73% p. a. and 6.34% p. a. , with semi- annual payments and maturities of principal between March 2012 and June of 2016.
14 Financial Instruments (CVM Instruction No. 235/95) (a) Risk management
Aracruz and its subsidiaries operate internationally and are exposed to market risks from changes in foreign exchange rates and interest rates. The exposure of the Company to liabilities denominated in U. S. Dollars does not represent risk from an economic and financial point of view, given that exchange variances arising from the future settlement in local currency of foreign currency denominated liabilities are offset by exchange variances in the opposite direction arising from operating income, as almost all sales are exported.
Further in terms of protection of export operations, derivative financial instruments are also used by Aracruz to mitigate the exchange risks, the position of which as of September 30, 2007 was zeroed, whereas on June 30, 2007 it was represented by 11,000 future dollar contracts through the Brazilian Futures Market (BM&F). During the third quarter of 2007, this derivative financial instrument had a positive yield of R$ 51.4 million (R$ 19 million in the third quarter of 2006).
As regards interest rate exposure, certain derivative financial instruments are used to manage interest rate risk, the position of which as of September 30, 2007, is represented by 13,080 future DI contracts through the BM&F (compared with 19,735 future DI contracts as of June 30, 2007) and an outstanding amount of R$ 2.4 million to be paid. During the third quarter of 2007, these derivative financial instruments yielded negative results of R$ 49.5 million.
During the third quarter interest rate/dollar (TJLP x US$) swap operations were carried out with notional amount R$ 579,778 as of September 30, 2007, with maturity set for April 16, 2010. Through the end of third quarter 2007, such operations posted marked-to-market results of R$ 40,562 (R$ 31,435 net of accrued withholding income tax - IRRF).
Page: 21
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
(b) Market value
The estimated market values were determined using available market information and other appropriate valuation methodologies. Accordingly, the estimates presented herein are not necessarily indicative of amounts that the Company could realize in the market.
The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated market value amounts.
The estimated market values of the Companys financial instruments as of September 30, 2007 can be summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
|
|
Consolidated |
|
|
Book |
|
Market |
|
Book |
|
Market |
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
67,352 |
|
67,352 |
|
75,273 |
|
75,273 |
Marketable securities |
|
|
|
|
|
83,454 |
|
83,454 |
Short- and long-term investments |
|
776,368 |
|
776,368 |
|
911,509 |
|
911,509 |
Liabilities |
|
|
|
|
|
|
|
|
Short- and long-term financings (including interest) |
|
2,408,145 |
|
2,408,145 |
|
3,134,909 |
|
3,134,909 |
The market value of the financial assets and short- and long-term financings, when applicable, has been determined using current rates available for operations on similar terms, conditions and remaining maturities.
15 Stockholders Equity (a) Capital and reserves
As of September 30 and June 30, 2007, the Companys authorized capital stock is R$ 2,871,781, represented by 1,032,554 thousand registered shares, without par value, comprising 455,391 thousand common shares, 38,022 thousand Class A preferred shares and 539,141 thousand Class B preferred shares. The Class A stock may be converted into Class B stock at any time. The conversion rate is 1:1 (one Class A share for one Class B share). Shares of capital stock issued by Aracruz are held in custody at Banco Itaú S. A.
On April 24, 2007, the Extraordinary General Meeting (EGM) of Aracruz Stockholders approved a capital increase in the amount of R$ 1,017,274, without issuance of new shares of stock, by incorporating the portion of Revenue Reserves, pursuant to Paragraph 1 of Article 169 and Article 199 of the Brazilian Corporation Law (Law No. 6404/76).
The market values of the common and Class A and Class B preferred shares, based on the last quotation prior to the closing date for the third quarter of 2007, were R$ 15.80, R$ 13.92 and R$ 13.44 per share, respectively.
Page: 22
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
In accordance with the Companys Bylaws, preferred shares do not vest voting rights, but have priority on return of capital in the event of liquidation of the Company. The preferred shares are entitled to a dividend that is 10% higher than that attributed to each common share, albeit without priority in terms of receiving same. Without prejudice to such right, the Class A preferred shares are assured priority in receiving a minimum annual dividend of 6% of their share of the capital stock.
To enhance understanding, the Company presents below a table showing the rights, privileges and conversion policy with respect to its shares:
|
|
|
|
|
|
|
|
Common Shares |
Class A Preferred Shares |
|
Class B Preferred Shares |
Voting Rights |
|
Yes |
· No, except in the event of non-payment of dividends for three (3) consecutive years. In this case, the preferred stock-holders shall retain such voting rights until such time as the past-due dividends are paid. |
|
· No, except in the event of non-payment of dividends for 3 (three) consecutive years. In this case, the preferred stockholders retain such voting rights until such time as the past-due dividends are paid. |
Privileges |
|
None |
· Priority in reimbursement of capital in the event of liquidation of the Company;
· Right to receive a dividend that is 10% higher than that paid to each common share;
· Priority in receiving a minimum dividend of 6% p.a., calculated based on the amount of the capital represented by such shares and divided equally among them.
|
|
· Priority in reimbursement of capital in the event of liquidation of the Company;
· Right to receive a dividend that is 10% higher than that paid to each common share. |
Conversion Characteristics |
|
None |
May be converted into Class B preferred shares at any time, at the discretion of the stockholder, who has to cover the respective costs of this. Conversion rate: 1:1. |
|
Cannot be converted into either Class A preferred shares or common shares. |
Page: 23
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
(b) Dividends and interest on capital invested
Stockholders are assured by the Companys Bylaws of a minimum annual dividend equivalent to 25% of the Parent Companys net income, adjusted by any increases or decreases in the reserves, as defined in applicable corporate legislation.
As permitted by Law No. 9249 of December 26, 1995, during the first, second and third quarters of 2007, as well as during the year 2006, Aracruz Management elected to pay interest on capital invested to its stockholders. This interest is calculated on the reported stockholders equity and is limited to the daily variation in the Long-Term Interest Rate - TJLP, amounting to R$ 76,000 (R$ 77,000 in the second quarter of 2007).
Based on Aracruzs operating cash generating capacity and in addition to the interest on capital invested already declared, the Annual General Meeting (AGM) of Stockholders, also held April 24, 2007, decided to distribute dividends for the year 2006 in the amount of R$ 167,000, which represents R$ 168.82 per batch of one thousand Class A and B preferred shares and R$ 153.47 per batch of one thousand common shares.
(c) Treasury stock
At a meeting held June 3, 2005, the Aracruz Board of Directors -- in the manner provided by item XIV, Article 16, of the Companys Bylaws, as well as Articles 1 and 8 of CVM Instruction No. 10 of February 14, 1980 -- authorized the Executive Officers Committee to trade shares issued by the Company itself up to the limit of 15 million Class A and Class B preferred shares. The Companys aim is to maintain such shares as treasury stock and subsequently dispose of and/or cancel these shares, without decreasing the capital stock.
As of September 30, 2007, the Company held 483 thousand common shares and 1,483 thousand Class B preferred shares as treasury stock, the market value of which as of that date was R$ 15.80 and R$ 13.44, respectively, per batch of one thousand shares.
16 Employee Postretirement Benefit Plan - ARUS
The Aracruz Employee Pension Fund ARUS (Fundação Aracruz de Seguridade Social) is a private pension fund which operates in the form of a multi-sponsor fund on a non-profit basis. In September 1998, the previously existing pension plan was substituted by a defined contribution system for retirement (Arus Retirement Plan).
The Company sponsors ARUS and its total contribution during the third quarter of 2007 was approximately R$ 1,543 (2006 - R$ 1,455).
Should the Company withdraw from sponsoring the Retirement Plan, its commitment to the Arus Retirement Plan, made under Resolution No. CPC 06/88 (issued by the Brazilian Supplementary Retirement Benefits Council), is totally covered by the assets of the Defined Contribution Plan.
Page: 24
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
17 |
Insurance Coverage |
|
|
In view of the nature of its activities, the Company has adopted the policy of contracting insurance coverage to meet its requirements, taking into account the classic differences in risks (manufacturing plant, forests and port). Based on systematic risk analyses, together with modern insurance techniques, the Company purchases insurance coverage in accordance with the maximum possible loss concept, which corresponds to the maximum amount subject to destruction in a single event. |
|
|
As of September 30, 2007, the Companys assets were insured against losses for a total amount of approximately US$ 700,000, corresponding to the maximum limit of indemnity per event. |
|
18 |
Provision for Contingencies and Legal Obligations Being Disputed in Court |
|
|
The juridical situation of Aracruz Celulose S.A. and its Subsidiaries, jointly controlled and affiliated companies includes labor, civil and tax suits. Based on the representation of external legal counsel, Management believes that the appropriate legal procedures and steps taken in each situation are sufficient to preserve the stockholders equity of the Company and all its Subsidiaries, jointly controlled and affiliated companies, without additional provisions for loss on contingencies besides the amount recorded as of September 30, 2007. The breakdown of the balance of the provision for contingencies and legal obligations being disputed in court is presented as follows, on a Consolidated basis, as of September 30 and June 30, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 |
|
|
|
Deposit in court |
|
Amount provided |
|
|
Total, net |
|
Provision for contingencies |
|
|
|
|
|
|
|
|
Labor (a) |
|
18,731 |
|
(35,439 |
) |
|
(16,708 |
) |
Tax: |
|
|
|
|
|
|
|
|
ICMS credits on exempt paper |
|
|
|
(7,700 |
) |
|
(7,700 |
) |
INSS payroll deductions for rental of houses for employees (b) |
|
22,551 |
|
|
|
|
22,551 |
|
IRPJ/CSLL Full offset of accumulated tax losses and negative results (f) |
|
|
|
(66,453 |
) |
|
(66,453 |
) |
Other tax cases |
|
12,966 |
|
(15,096 |
) |
|
(2,130 |
) |
Subtotal |
|
54,248 |
|
(124,688 |
) |
|
(70,440 |
) |
Legal obligations being disputed in court |
|
|
|
|
|
|
|
|
PIS/COFINS - Law No. 9.718/98 (c) |
|
|
|
(91,419 |
) |
|
(91,419 |
) |
CSLL Non-incidence on export revenues (d) |
|
|
|
(222,576 |
) |
|
(222,576 |
) |
Other legal obligations in dispute |
|
10,142 |
|
(17,787 |
) |
|
(7,645 |
) |
Subtotal |
|
10,142 |
|
(331,782 |
) |
|
(321,640 |
) |
Total |
|
64,390 |
|
(456,470 |
) |
|
(392,080 |
) |
Page: 25
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
|
Deposit in court |
|
Amount provided |
|
|
Total, net |
|
Provision for contingencies |
|
|
|
|
|
|
|
|
Labor (a) |
|
18,291 |
|
(32,475 |
) |
|
(14,184 |
) |
Tax: |
|
|
|
|
|
|
|
|
ICMS credit on exempt paper |
|
|
|
(7,700 |
) |
|
(7,700 |
) |
INSS payroll deductions for rental of houses for employees (b) |
|
22,477 |
|
|
|
|
22,477 |
|
IRPJ/CSLL Full offset of accumulated tax losses and negative results (f) |
|
|
|
(65,772 |
) |
|
(65,772 |
) |
Other tax cases |
|
12,725 |
|
(13,213 |
) |
|
(488 |
) |
Subtotal |
|
53,493 |
|
(119,160 |
) |
|
(65,667 |
) |
Legal obligations being disputed in court |
|
|
|
|
|
|
|
|
PIS/COFINS Law No. 9.718/98 (c) |
|
|
|
(163,158 |
) |
|
(163,158 |
) |
CSLL Non-incidence on export revenues (d) |
|
|
|
(211,970 |
) |
|
(211,970 |
) |
Other legal obligations in dispute |
|
10,108 |
|
(17,551 |
) |
|
(7,443 |
) |
Subtotal |
|
10,108 |
|
(392,679 |
) |
|
(382,571 |
) |
Total |
|
63,601 |
|
(511,839 |
) |
|
(448,238 |
) |
(a) |
Labor |
|
|
The most significant labor claims are in respect of alleged salary losses due to inflation indices and economic plans imposed by past governments, fines of 40% of the accrued severance pay scheme (Guarantee Fund for Length of Service FGTS) and claims for additional compensation for alleged hazardous/unhealthy working conditions. |
|
|
As of September 30, 2007, the Company maintained provisions in the total amount of approximately R$ 30,600 (Consolidated - R$ 35,400), in order to cover any unfavorable decisions in the labor area, as well as deposits in court in the amount of R$ 12,400 (Consolidated - R$ 18,700). |
|
(b) |
Brazilian Social Security Institute - INSS |
|
|
In March 1997, the Company received assessment notices from the Brazilian Social Security Institute - INSS relating principally to accommodation allowances. The inspectors took the view that the subsidized rentals constituted savings for employees and, hence, indirect salary benefits (remuneration in kind). As a consequence, the INSS inspectors argued, this process results in underpayment of the corresponding social security contributions. The Company filed a suit for declaratory judgment to challenge such assessments, with a view to cancellation of the notices, which amount to approximately R$ 16,000. The Superior Court of Justice (STJ) has already decided one of the suits, with results that favor the arguments defended by the Company. |
|
|
As of September 30, 2007, the Companys deposits in court in relation to this case amounted to approximately R$ 22,500. Based on the advice of its legal counsel, as drawn up in a formal legal opinion, indicating that the likelihood of loss in this case is remote, no provision has been established for any unfavorable decisions. |
|
Page: 26
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
(c) |
PIS/COFINS |
|
|
The Company disagrees with the legitimacy of the claim for these taxes and filed for a court injunction against the changes in the bases for calculation of PIS and COFINS, as well as the increase in the COFINS rate, imposed by Law No. 9718/98. A preliminary injunction was issued in favor of the Company in November of 2001. Due to unfavorable court decisions for other taxpayers in similar lawsuits, on August 29, 2003 the Company decided to withdraw part of claims filed, and chose to adhere to the PAES program special payment in installments, in the amount of $ 56,241 created by Law No. 10684/2003, the current balance of which is approximately R$ 55,700, and maintained only the claims regarding exchange differences. |
|
|
Notwithstanding the petition for waiver, in view of the decision rendered by the Federal Supreme Court (STF), which ruled that the change in the basis for calculation of the PIS and COFINS is unconstitutional, the Parent Company filed for a Restraining Order to ensure its right not to pay over the PAES installments relating to such modification, and the petition was granted. The amount relating to the PAES installments that were not paid as a result of the cited court order, for the months from July 2006 through September 2007, is roughly R$ 9,100, already updated according to the Long-Term Interest Rate (TJLP) rate. |
|
|
The amount at stake relating to exchange variation for the period from February 1999 to September 2003 is approximately R$ 91,400 as of September 30, 2007 (R$ 163,200 as of June 30, 2007), already adjusted to current price levels based on the SELIC interest rate, which is appropriately reflected in the provision for contingencies and legal obligations being disputed in court. |
|
|
Based on the opinion of its legal counsel, in September 2007 the Company reversed the amount of approximately R$ 73,800 of the provision relating to the incidence of such taxes on exchange variation revenues, in view of the unenforceability thereof, as provided by Article 150, paragraph 4, of the Brazilian National Tax Code (CTN). |
|
(d) |
Social Contribution on Net Income (CSLL) Non-incidence on export revenues |
|
|
In September 2003 the Company obtained a restraining order that give it the right not to pay Social Contribution on Net Income (CSLL) generated by export sales, as well as the right to recognize the amounts of tax credits previously offset in this regard, adjusted by the SELIC rate, in the amount of R$ 222,500 as of September 30, 2007 (R$ 212,000 as of June 30, 2007), for which it maintains a provision. The Company is awaiting a decision on the appeal filed by the Federal Government. |
|
(e) |
IRPJ Deductibility of Social Contribution on Net Income (CSLL) |
|
|
On June 29, 2005, the Company was assessed relating to deductibility of CSLL from taxable income for Corporate Income Tax (IRPJ) purposes for fiscal years 2000 and 2001, the existing provision for which as of June 29. 2005, was supplemented by the amount of R$ 3.6 million, bringing the total to R$ 38 million. |
|
Page: 27
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
In July 2005, in view of the existing case law, the Company decided to pay over the assessed amount, although it recalculated the basis for calculation thereof, arriving at the amount of R$ 24.4 million. The Company filed an administrative challenge to the balance of the amount assessed, such that the requirement to pay the tax credit has been suspended and, in addition, it has maintained the lawsuit questioning the cited deductibility. |
|
(f) |
IRPJ/CSLL Full offset of accumulated tax losses and negative results |
|
|
Also on June 29, 2005, the Parent Company was assessed regarding full offset of accumulated tax losses (NOLs) for IRPJ purposes and negative results for CSLL purposes for fiscal years 2000 and 2001, as well as relating to the full offset, in fiscal year 2000, of the tax loss generated during the period it enjoyed the export tax benefit known as the BEFIEX [Note 18(e)]. Aracruz challenged the assessment notice at the administrative level, but it was upheld. The Company appealed this administrative decision and is awaiting judgment. |
|
|
In July 2006, a court decision was rendered denying the Company the right to fully offset the IRPJ accumulated tax losses and negative CSLL results, a decision that has already been appealed. Even so, in order to avoid a fine, the Parent Company has made payment of the amount of R$ 49.3 million. |
|
|
The amount of the provision set up, relating to the period in which the Parent Company enjoyed the BEFIEX benefit as of September 30, 2007, is approximately R$ 66,400 (R$ 65,800 as of June 30, 2007). |
|
(g) |
ICMS |
|
|
On October 20, 2006, the Company received assessment notices from the Espírito Santo State Treasury Secretary in the amount of R$ 75.8 million, dealing basically with failure to comply with accessory obligations and unduly taking credits for the State Value-Added Tax on Circulation of Goods and Services (ICMS) on assets for use in operations, supplies and fixed assets. The Company elected to make payment of part of the amount assessed and challenged the amount of R$ 75.5 million, out of which a portion at stake amounting to R$ 11.6 million has already been judged favorable to the interests of Aracruz. Based on the opinion of its external legal counsel, which ranked the probability of loss in court as being somewhere between remote and possible, no provision has been set up to cover any unfavorable decisions in this case. |
|
(h) |
Other tax cases |
|
|
Based on the opinion of its external legal counsel, the Company further maintains a provision for other tax contingencies where the likelihood of loss is ranked as probable, in the total amount of R$ 28,600 (R$ 40.600 Consolidated, relating to tax and civil cases involving the Subsidiaries and jointly controlled company). For these other contingencies, the Company has on deposit in court the amount of approximately R$ 22,700 (Consolidated R$ 23,100). |
|
Page: 28
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
19 |
Tax Incentives - ADENE |
|
|
Since Aracruz is located within the geographic area of ADENE (Agency for the Development of the Northeast) and inasmuch as Decree No. 4213 of April 16, 2002 recognized pulp and paper sector as a priority in the development of the region, the Company claimed and was granted the right by the Federal Revenue Service (SRF) in December of 2002 to benefit from reductions in corporate income tax and non-refundable surcharges on adjusted operating profits for plants A and B (period from 2003 to 2013) and plant C (period from 2003 to 2012). This right was granted after ADENE approved the respective reports. |
|
|
On January 9, 2004, the Company received Official Letter No. 1406/03 from the Extrajudicial Administrator of the former Northeast Development Agency (SUDENE), informing that pursuant to re-examination by the Juridical Consultancy of the Ministry for Integration as regards the coverage of the cited incentive granted, it considered that it was inappropriate for Aracruz to enjoy the benefit previously granted and accrued, which caused revocation thereof. |
|
|
During fiscal years 2004 and 2005, notifications with the objective of annulling the related tax benefits were issued by ADENE and repeatedly challenged and/or contested by the Company, although so far no definitive court decision has been issued in relation to the merits of the case. |
|
|
Nevertheless, in December 2005 an Assessment Notice was drawn up against the Company by the SRF, in which the latter government agency required payment back to public coffers of the amounts of the tax incentives used so far, plus interest, albeit without imposition of any fines, for a total amount of R$ 211 million. The Company filed a challenge against this assessment, the grounds for which were accepted at the first administrative level. Aracruz appealed the latter decision and is presently awaiting judgment on such appeal. |
|
|
Company Management, in conjunction with its legal counsel, believes that the decision to cancel the ADENE tax benefits in December 2005 is incorrect, both with respect to the benefits used and in relation to the remaining period. As regards the benefits used through 2004 (R$ 142,858 as of December 31, 2004, recorded under Capital Reserve), Management believes, based on the opinion of its legal counsel, that the requirement to pay the tax has no substantive basis, given that the Company used the benefits strictly within legal parameters and in conformity with acts carried out by the SRF and Reports issued by the ADENE. With respect to the rest of the benefit periods, which extend through 2012 (mill C) and 2013 (mills A and B), respectively, Management and its legal counsel believe it is illegal to revoke benefits that were granted on condition of compliance with pre-established conditions (implementation, expansion or modernization of an industrial undertaking), and that such acquired rights to enjoy same are ensured until the end of the periods set forth in the Law and in the administrative acts granting the benefits |
|
|
Notwithstanding its firm conviction as to the solid grounds for its rights, in light of the series of events that occurred in the years 2004 and 2005, indicating intent on the part of ADENE and SRF to cancel the tax benefits, the Company decided to adopt a conservative approach and interrupt the recording of the tax benefits as from 2005, until such time as a definitive court decision is reached. |
|
|
The probability of loss, both in relation to the tax benefits already taken through 2004 as well as regarding those that have not yet been used as from 2005, is ranked as possible by Management and its legal counsel. |
|
Page: 29
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
20 |
Reconciliation of Stockholders Equity and Income for the Quarter Parent Company and Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
September |
|
|
June |
|
Stockholders Equity |
|
|
|
|
|
|
Stockholders Equity - Parent Company |
|
5,507,289 |
|
|
5,322,783 |
|
Unrealized earnings |
|
(108,677 |
) |
|
(111,382 |
) |
Unrealized shipping expenses |
|
27,454 |
|
|
26,005 |
|
Income tax and CSLL on unrealized earnings |
|
27,616 |
|
|
29,028 |
|
Stockholders Equity - Consolidated |
|
5,453,682 |
|
|
5,266,434 |
|
Income for the Quarter |
|
2007 |
|
|
2006 |
|
|
|
September |
|
|
September |
|
Income for the Quarter Parent Company |
|
260,506 |
|
|
296,590 |
|
Realized (unrealized) earnings |
|
2,705 |
|
|
(26,929 |
) |
Unrealized (realized) shipping expenses |
|
1,449 |
|
|
(2,045 |
) |
Income tax and CSLL on (unrealized) realized earnings |
|
(1,412 |
) |
|
9,851 |
|
Net Income for the Quarter - Consolidated |
|
263,248 |
|
|
277,467 |
|
21 Commitments
(a) Supply of chemical products
Linked to the sale of the electro-chemical plant to Canexus Química Brasil Ltda. (Canexus) in 1999, the Company and Canexus signed a long-term contract for the supply of chemical products by Canexus, which was revised in 2002 to include additional volumes. Under the clause of this contract guaranteeing the purchase of minimum volumes, the Company is committed to buying a conservatively projected volume of chemical products. Volumes purchased by the Company in addition to the agreed- upon minimum for a given year may be compensated with lower volumes acquired in subsequent years. For purchases in volumes below those agreed upon, the Company has to pay the utility margin provided by the contract. The Company has these volume commitments until 2008, under the amendment to the contract signed in 2002.
(b) Supply of wood
The Company signed a contract with Suzano Papel e Celulose S. A. for a loan of 1,700 thousand m³ of eucalyptus wood, which was received through September of 2005. The remaining balance as of September 30, 2007 is 1,500 m³ of eucalyptus wood and, based on its present forest formation costs, the Company has booked the amount of R$ 15,898 under liabilities. The contract calls for return of an equivalent volume on similar operating conditions between 2007 and 2009.
Page: 30
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
(c) |
Indian Communities Terms of Settlement |
|
|
In first half 1998, the Company and the Associations of Indian Communities entered into Terms of Settlement (TACs) whereby both parties recognized the legitimacy of Administrative Rulings Nos. 193, 194 and 195, all dated March 6, 1998, issued by the Federal Ministry of Justice, which determined the enlargement of the Indian reservation by 2,571 hectares of land belonging to the Company. Aracruz committed itself to a financial aid program to be implemented through social, agricultural, educational, shelter and health projects, up to an amount of approximately R$ 13,500 (historical amount), monetarily restated each month by one of the official inflation indices (General Market Price Index IGP-M or Consumer Price Index IPC) or such other index as may replace them in the future, whichever is greater. The amount of this financial assistance was to be disbursed over a 20-year period, conditioned to the accomplishment of certain clauses and terms. |
|
|
Despite the TACs in force, during the year 2005 members of the Associations of Indian Communities invaded some forestry areas and the Companys industrial premises. Although Aracruz had obtained provisional measures for reinstatement of its ownership of the invaded areas, at end of the year the Indians still occupied approximately 11,000 hectares of land to which the Company is legally entitled. Since the invasion represented breach of the TACs by the Indian communities, the Company -- after having notified the communities themselves, the National Indian Foundation - FUNAI and the Federal Public Prosecutor -- suspended all commitments to the Indian communities under the TACs as of May 2005. |
|
|
Through May of 2005, in relation to the time the TACs were being complied with, the Company had donated the amount of R$ 9,597 to the Associations of Indian Communities. |
|
|
On February 17, 2006, FUNAI published Decisions Nos. 11 and 12 in the Official Federal Gazette (D.O.U.), approving the conclusion of a working group set up by FUNAI Administrative Ruling No. 1299/05, which recommended expansion of the current Indian reserves by about 11,000 hectares, comprised almost entirely of lands owned by Aracruz. The working group identified such lands as being traditionally occupied by the Indian communities. As it was confident of the legitimacy of its rights, the Company filed a challenge to such Decisions on June 19, 2006. At the beginning of 2007, the Federal Ministry of Justice, which has the authority to resolve the issue, returned the administrative proceedings to FUNAI, determining that more in-depth studies should be conducted with a view to preparing an appropriate proposal that satisfies the interests of both parties to the dispute. |
|
|
On August 27, 2007, through Administrative Rulings Nos. 1463 and 1464, the Ministry of Justice accepted the conclusions of the working group instituted by FUNAI Administrative Ruling No. 1299/05 and ordered expansion of the current Indian reserves by 11,000 hectares, of which 98% (about 10,700 hectares) corresponds to lands owned or legally possessed by Aracruz. The Ministry of Justice emphasized, nevertheless, that all the eucalyptus wood planted in the area, around 6,800 hectares of forest, will be harvested by the Company by way of indemnity for the improvements it has made, as recognized by the federal authorities. Moreover, as from September 18, 2007, all the parties involved began negotiations aimed at establishing a timetable for harvesting of the wood, as well as in order to grant Aracruz legal assurance against future demarcation of land in the northern region of the State of Espírito Santo. |
|
Page: 31
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
(d) |
Guarantees |
|
|
As of September 30, 2007, collateral signatures and other such guarantees granted to the Companys other subsidiaries and the jointly controlled company, relating to third party loans and legal challenges filed by these companies, are represented as follows: |
|
|
|
|
|
|
|
|
|
|
|
Veracel Celulose S.A. |
|
622,706 |
|
|
Portocel - Terminal Especializado de Barra do Riacho S.A. |
|
104,460 |
|
|
727,166 |
|
|
|
|
|
|
|
|
|
|
|
22 |
|
Sales per Geographic Area |
|
|
|
|
|
|
|
|
|
|
The Companys exports, classified by geographic area, can be broken down as follows: |
|
|
|
|
|
|
|
|
|
|
Quarter ended September 30 |
|
|
|
|
|
|
Parent Company |
|
|
|
Consolidated |
|
|
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
North America |
|
241,971 |
|
223,660 |
|
334,200 |
|
372,851 |
|
|
Europe |
|
204,644 |
|
142,958 |
|
463,770 |
|
426,980 |
|
|
Asia |
|
117,817 |
|
124,695 |
|
181,377 |
|
263,938 |
|
|
Other continents |
|
207 |
|
12,545 |
|
207 |
|
12,545 |
|
|
Total |
|
564,639 |
|
503,858 |
|
979,554 |
|
1,076,314 |
Geographical areas are determined based on the location of the Companys customers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
Financial Results |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended September 30 |
|
|
|
|
|
|
|
|
Company |
|
|
Consolidated |
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
Financial revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from marketable securities |
|
62,258 |
|
|
63,561 |
|
|
65,775 |
|
|
87,763 |
|
|
|
Asset monetary/exchange variations |
|
(3,215 |
) |
|
92 |
|
|
(18,868 |
) |
|
2,206 |
|
|
|
Results of derivative operations |
|
(1,904 |
) |
|
(19,413 |
) |
|
(1,904 |
) |
|
(19,413 |
) |
|
|
Other financial revenues |
|
3,344 |
|
|
17,776 |
|
|
3,721 |
|
|
18,302 |
|
|
|
Subtotal |
|
60,483 |
|
|
62,016 |
|
|
48,724 |
|
|
88,858 |
|
|
|
Financial expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses on financial operations |
|
(55,971 |
) |
|
(49,565 |
) |
|
(55,879 |
) |
|
(95,967 |
) |
|
|
Interest on capital invested |
|
(76,000 |
) |
|
(80,000 |
) |
|
(76,000 |
) |
|
(80,000 |
) |
|
|
Liability monetary/exchange variations |
|
139,817 |
|
|
(9,608 |
) |
|
91,825 |
|
|
(8,435 |
) |
|
|
Other financial expenses |
|
48,532 |
|
|
(14,687 |
) |
|
46,557 |
|
|
(9,800 |
) |
|
|
Subtotal |
|
56,378 |
|
|
(153,860 |
) |
|
6,503 |
|
|
(194,202 |
) |
|
|
Total financial revenues (expenses), net |
|
116,861 |
|
|
(91,844 |
) |
|
55,227 |
|
|
(105,344 |
) |
Page: 32
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLMENTARY INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Statement of Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended September 30 |
|
|
|
|
|
Parent Company |
|
|
Consolidated |
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the quarter |
|
260,506 |
|
|
296,590 |
|
|
263,248 |
|
|
277,467 |
|
|
|
Adjustments to reconcile net income to cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, amortization and depletion |
|
139,359 |
|
|
138,624 |
|
|
166,256 |
|
|
164,883 |
|
|
|
Equity pick-up |
|
(44,754 |
) |
|
(264,349 |
) |
|
198 |
|
|
144 |
|
|
|
Deferred income tax and social contribution |
|
64,926 |
|
|
15,003 |
|
|
67,016 |
|
|
5,614 |
|
|
|
Monetary and exchange variations |
|
(136,252 |
) |
|
11,159 |
|
|
(72,330 |
) |
|
9,074 |
|
|
|
Provision for contingencies, net |
|
19,742 |
|
|
4,493 |
|
|
23,057 |
|
|
4,715 |
|
|
|
Provision for losses on tax credits |
|
(5,444 |
) |
|
12,704 |
|
|
(4,567 |
) |
|
12,776 |
|
|
|
Residual value of permanent assets written off |
|
(136 |
) |
|
395 |
|
|
(34 |
) |
|
190 |
|
|
|
Decrease (increase) in assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities (short- and long-term investments) |
|
(46,974 |
) |
|
(33,799 |
) |
|
(47,502 |
) |
|
(46,775 |
) |
|
|
Accounts receivable |
|
(101,547 |
) |
|
120,424 |
|
|
19,542 |
|
|
(63,128 |
) |
|
|
Inventories |
|
1,601 |
|
|
(29,109 |
) |
|
(10,676 |
) |
|
(25,482 |
) |
|
|
Tax credits |
|
45,097 |
|
|
(14,406 |
) |
|
42,635 |
|
|
(20,373 |
) |
|
|
Other items |
|
(27,770 |
) |
|
(14,933 |
) |
|
(23,189 |
) |
|
(12,631 |
) |
|
|
Increase (decrease) in liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suppliers |
|
39,328 |
|
|
12,897 |
|
|
36,206 |
|
|
23,283 |
|
|
|
Advances from subsidiaries (including interest) |
|
292,423 |
|
|
(298,333 |
) |
|
6,683 |
|
|
(1,056 |
) |
|
|
Interest on loans and financing |
|
8,272 |
|
|
7,746 |
|
|
5,775 |
|
|
2,178 |
|
|
|
Income tax and social contribution on net income |
|
(6,866 |
) |
|
(9,115 |
) |
|
921 |
|
|
(10,421 |
) |
|
|
Provisions for litigation and contingencies |
|
(78,995 |
) |
|
(50,187 |
) |
|
(78,845 |
) |
|
(50,419 |
) |
|
|
Other items |
|
27,846 |
|
|
375 |
|
|
20,537 |
|
|
5,689 |
|
|
|
Cash provided by (used in) operating activities |
|
450,362 |
|
|
(93,821 |
) |
|
414,931 |
|
|
275,728 |
|
Page: 33
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended September 30 |
|
|
|
Parent Company |
|
|
Consolidated |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Short- and long-term investments |
|
(128,520 |
) |
|
(11,715 |
) |
|
(119,898 |
) |
|
(12,139 |
) |
Permanent assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
(15,124 |
) |
|
(53,327 |
) |
|
|
|
|
|
|
Property, plant and equipment |
|
(320,193 |
) |
|
(180,282 |
) |
|
(375,185 |
) |
|
(234,643 |
) |
Dividends received |
|
|
|
|
1,032 |
|
|
|
|
|
|
|
Amounts received for sale of permanent assets |
|
281 |
|
|
199 |
|
|
842 |
|
|
643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) investing activities |
|
(463,556 |
) |
|
(244,093 |
) |
|
(494,241 |
) |
|
(246,139 |
) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and financings |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
583,142 |
|
|
533,258 |
|
|
584,342 |
|
|
563,825 |
|
Payments |
|
(427,819 |
) |
|
(134,219 |
) |
|
(458,418 |
) |
|
(573,996 |
) |
Dividends / interest on capital invested |
|
(76,910 |
) |
|
(73,938 |
) |
|
(76,910 |
) |
|
(73,938 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) financing Activities |
|
78,413 |
|
|
325,101 |
|
|
49,014 |
|
|
(84,109 |
) |
Effects of exchange variation on cash and cash equivalents |
|
(4 |
) |
|
|
|
|
312 |
|
|
1,592 |
|
Net increase (decrease) in cash and marketable securities |
|
65,215 |
|
|
(12,813 |
) |
|
(29,984 |
) |
|
(52,928 |
) |
Cash and marketable securities at beginning of quarter |
|
2,137 |
|
|
16,431 |
|
|
188,711 |
|
|
294,253 |
|
Cash and marketable securities at end of quarter |
|
67,352 |
|
|
3,618 |
|
|
158,727 |
|
|
241,325 |
|
Page: 34
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Statement of Value Added |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended September 30 |
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
|
|
|
|
2007 |
|
|
% |
|
|
2006 |
|
|
% |
|
|
|
Revenues |
|
621,542 |
|
|
|
|
|
547,580 |
|
|
|
|
|
|
Raw materials from third parties |
|
(331,037 |
) |
|
|
|
|
(310,168 |
) |
|
|
|
|
|
Gross value added |
|
290,505 |
|
|
|
|
|
237,412 |
|
|
|
|
|
|
Retentions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, amortization and depletion |
|
(139,359 |
) |
|
|
|
|
(138,624 |
) |
|
|
|
|
|
Net value added generated |
|
151,146 |
|
|
|
|
|
98,788 |
|
|
|
|
|
|
Received in transfers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial revenues, including monetary and exchange variations |
|
60,483 |
|
|
|
|
|
62,016 |
|
|
|
|
|
|
Equity income |
|
44,754 |
|
|
|
|
|
264,349 |
|
|
|
|
|
|
|
|
105,237 |
|
|
|
|
|
326,365 |
|
|
|
|
|
|
Value added for distribution |
|
256,383 |
|
|
100 |
|
|
425,153 |
|
|
100 |
|
|
|
Distribution of value added |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government and community |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes and contributions (federal, state and municipal) |
|
33,739 |
|
|
13 |
|
|
(6,703 |
) |
|
(2 |
) |
|
|
Support, sponsorship and donations |
|
2,534 |
|
|
1 |
|
|
6,810 |
|
|
2 |
|
|
|
|
|
36,273 |
|
|
14 |
|
|
107 |
|
|
|
|
|
|
Employees |
|
60,668 |
|
|
23 |
|
|
57,792 |
|
|
13 |
|
|
|
Remuneration of third party capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expenses (revenues) |
|
(101,064 |
) |
|
(39 |
) |
|
70,664 |
|
|
17 |
|
|
|
Remuneration of capital invested (dividends and interest on capital invested) |
|
76,000 |
|
|
30 |
|
|
80,000 |
|
|
19 |
|
|
|
Retained earnings |
|
184,506 |
|
|
72 |
|
|
216,590 |
|
|
51 |
|
|
|
Total distributed and retained |
|
256,383 |
|
|
100 |
|
|
425,153 |
|
|
100 |
|
Page: 35
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended September 30 |
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
2007 |
|
|
% |
|
|
2006 |
|
|
% |
|
Revenues |
|
928,824 |
|
|
|
|
|
1,006,228 |
|
|
|
|
Raw materials from third parties |
|
(462,497 |
) |
|
|
|
|
(469,204 |
) |
|
|
|
Gross value added |
|
466,327 |
|
|
|
|
|
537,024 |
|
|
|
|
Retentions |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, amortization and depletion |
|
(166,256 |
) |
|
|
|
|
(164,883 |
) |
|
|
|
Net value added generated |
|
300,071 |
|
|
|
|
|
372,141 |
|
|
|
|
Received in transfers |
|
|
|
|
|
|
|
|
|
|
|
|
Financial revenues, including monetary |
|
|
|
|
|
|
|
|
|
|
|
|
and exchange variations |
|
48,724 |
|
|
|
|
|
88,858 |
|
|
|
|
Equity income |
|
(198 |
) |
|
|
|
|
(144 |
) |
|
|
|
|
|
48,526 |
|
|
|
|
|
88,714 |
|
|
|
|
Value added for distribution |
|
348,597 |
|
|
100 |
|
|
460,855 |
|
|
100 |
|
Distribution of value added |
|
|
|
|
|
|
|
|
|
|
|
|
Government and community |
|
|
|
|
|
|
|
|
|
|
|
|
Taxes and contributions (federal, state |
|
|
|
|
|
|
|
|
|
|
|
|
and municipal) |
|
58,305 |
|
|
17 |
|
|
(5,914 |
) |
|
(1 |
) |
Support, sponsorship and donations |
|
2,761 |
|
|
|
|
|
9,049 |
|
|
2 |
|
|
|
61,066 |
|
|
17 |
|
|
3,135 |
|
|
1 |
|
Employees |
|
76,228 |
|
|
22 |
|
|
69,950 |
|
|
15 |
|
Remuneration of third party capital |
|
|
|
|
|
|
|
|
|
|
|
|
Financial expenses (revenues) |
|
(51,945 |
) |
|
(15 |
) |
|
110,302 |
|
|
24 |
|
Remuneration of capital invested (dividends and interest on capital invested) |
|
76,000 |
|
|
22 |
|
|
80,000 |
|
|
19 |
|
Retained earnings |
|
187,248 |
|
|
54 |
|
|
197,468 |
|
|
41 |
|
Total distributed and retained |
|
348,597 |
|
|
100 |
|
|
460,855 |
|
|
100 |
|
Page: 36
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
EXPRESSED IN THOUSANDS OF REAIS |
(Except where indicated otherwise) |
Aracruz Celulose S.A. posted consolidated net income of R$ 263,248 for the third quarter of 2007, compared with consolidated net income of R$ 277,467 in the same quarter last year. The variation in the results over the third quarter of 2007 basically reflects lower sales volumes, offset by higher exchange variation of assets and liabilities denominated in U.S. Dollars.
1. |
OPERATING ACTIVITIES |
|
|
Commercial Performance |
|
|
Pulpwood sales in the third quarter of 2007 totaled 634 thousand tons (consolidated 753 thousand tons), representing a rise of 6% in relation to the same quarter in 2006, with 98% of this amount being shipped to foreign markets. The average net price in the third quarter just ended was US$ 478/t (consolidated - US$ 580/t), which represents an extremely healthy rise of 22% at the parent company level (consolidated rise of 3%) compared with the price of US$ 392/t (consolidated - US$ 563/t) in the same quarter of 2006. |
|
|
Operating Performance |
|
|
The Companys pulpwood output was 627 thousand tons in the third quarter of 2007, 1% higher than the production for the same period last year. The unit cost of production in the quarter, expressed in R$, was 1% higher than for the third quarter of 2006. |
|
|
|
|
|
|
Parent Company |
|
|
|
|
ANALYSIS OF COSTS |
|
|
|
|
R$/TON |
|
3rd Quarter 2007 |
|
3rd Quarter 2006 |
Cost of Sales (*) |
|
662 |
|
667 |
Selling Expenses |
|
26 |
|
26 |
Administrative Expenses |
|
39 |
|
68 |
Other Operating Expenses (Revenues) (**) |
|
53 |
|
63 |
Total |
|
780 |
|
824 |
Cost of Production (R$/Ton) |
|
599 |
|
595 |
Tons Sold |
|
633,523 |
|
598,964 |
Tons Produced |
|
626,939 |
|
622,519 |
(*) |
Includes average cost of inventories, plus cost of freight and insurance R$ 66/ton (2006 - R$ 73/ton). |
|
(**) |
Does not include Monetary/Exchange Variations and Financial Revenues/Expenses / Equity Pick-up. |
|
Page: 37
|
05.01 COMMENTS ON THE COMPANYS PERFORMANCE FOR THE QUARTER |
2. |
EVOLUTION OF FINANCIAL LIABILITIES |
|
3. |
OPERATIONAL INVESTMENTS |
|
|
Investment outlays made in the third quarter of 2007 totaled R$ 230.2 million (consolidated - R$ 375.2 million), considerably higher than the R$ 180.3 million (consolidated - R$ 234.6 million) made in the same period last year. They were mainly allocated to the following areas: industrial (R$ 160.3 million), lands and forests (R$ 86.5 million), Veracel project (R$ 32.7 million), tree farming (R$ 74.9 million), forestry (R$ 17.7 million) and other investments (R$ 4.1 million), in consolidated figures. |
|
Page: 38
|
06.01 CONSOLIDATED BALANCE SHEET LIABILITIES THOUSAND OF R$ |
|
|
|
|
|
|
|
|
1 CODE |
|
|
2 DESCRIPTION |
|
3 DATE 09/30/2007 |
|
4 DATE 06/30/2007 |
|
|
|
|
|
|
|
|
1 |
|
|
TOTAL ASSETS |
|
9,810,863 |
|
9,509,863 |
1.1 |
|
|
CURRENT ASSETS |
|
2,435,236 |
|
2,391,570 |
1.1.1 |
|
|
CASH AND CASH EQUIVALENTS |
|
75,273 |
|
24,100 |
1.1.2 |
|
|
CREDITS |
|
809,417 |
|
905,676 |
1.1.2.1 |
|
|
CUSTOMERS |
|
519,188 |
|
607,264 |
1.1.2.1.1 |
|
|
ACCOUNTS RECEIVABLE FROM CUSTOMERS - PULP |
|
480,482 |
|
564,772 |
1.1.2.1.2 |
|
|
ACCOUNTS RECEIVABLE FROM CUSTOMERS - PAPER |
|
21,170 |
|
25,498 |
1.1.2.1.3 |
|
|
ACCOUNTS RECEIVABLE FROM CUSTOMERS - SAWED WOOD |
|
1,438 |
|
504 |
1.1.2.1.4 |
|
|
ACCOUNTS RECEIVABLE FROM CUSTOMERS OTHERS |
|
16,098 |
|
16,490 |
1.1.2.2 |
|
|
OTHERS CREDITS |
|
290,229 |
|
298,412 |
1.1.2.2.1 |
|
|
EMPLOYEES |
|
8,824 |
|
6,189 |
1.1.2.2.2 |
|
|
SUPPLIERS |
|
7,252 |
|
4,777 |
1.1.2.2.3 |
|
|
TAXES |
|
265,633 |
|
279,760 |
1.1.2.2.7 |
|
|
OTHERS |
|
8,520 |
|
7,686 |
1.1.3 |
|
|
INVENTORIES |
|
511,588 |
|
500,912 |
1.1.3.1 |
|
|
SUPPLIES |
|
130,573 |
|
135,069 |
1.1.3.2 |
|
|
RAW MATERIALS |
|
80,280 |
|
69,103 |
1.1.3.3 |
|
|
FINISHED GOODS |
|
299,390 |
|
295,244 |
1.1.3.4 |
|
|
OTHERS |
|
1,345 |
|
1,496 |
1.1.4 |
|
|
OTHERS |
|
1,038,958 |
|
960,882 |
1.1.4.1 |
|
|
DEBT SECURITIES |
|
905,562 |
|
769,986 |
1.1.4.2 |
|
|
FINANCIAL APPLICATION |
|
83,454 |
|
164,611 |
1.1.4.3 |
|
|
PREPAID EXPENSES |
|
49,942 |
|
26,275 |
1.1.4.5 |
|
|
OTHERS |
|
0 |
|
10 |
Page: 39
|
06.01 CONSOLIDATED BALANCE SHEET LIABILITIES THOUSAND OF R$ |
1 CODE |
|
2 DESCRIPTION |
|
3 DATE 09/30/2007 |
|
4 DATE 06/30/2007 |
|
|
|
|
|
|
|
1.2 |
|
NOT CURRENT ASSETS |
|
7,375,627 |
|
7,118,293 |
1.2.1 |
|
LONG-TERM ASSETS |
|
480,737 |
|
431,324 |
1.2.1.1 |
|
CREDITS |
|
406,732 |
|
388,659 |
1.2.1.1.1 |
|
SUPPLIERS |
|
64,822 |
|
243,294 |
1.2.1.1.2 |
|
TAXES |
|
250,596 |
|
116,862 |
1.2.1.1.3 |
|
CUSTOMER |
|
91,314 |
|
28,503 |
1.2.1.2 |
|
ACCOUNTS RECEIVABLE RELATED PARTIES |
|
0 |
|
0 |
1.2.1.2.1 |
|
FROM AFFILIATES |
|
0 |
|
0 |
1.2.1.2.2 |
|
FROM SUBSIDIARIES |
|
0 |
|
0 |
1.2.1.2.3 |
|
OTHERS |
|
0 |
|
0 |
1.2.1.3 |
|
OTHERS |
|
74,005 |
|
42,665 |
1.2.1.3.1 |
|
DEBT SECURITIES |
|
5,947 |
|
5,876 |
1.2.1.3.2 |
|
UNREALIZED GAIN FROM CURRENCY INTEREST RATE IN DERIVATIVE |
|
31,435 |
|
0 |
1.2.1.3.3 |
|
ESCROW DEPOSITS |
|
36,623 |
|
36,201 |
1.2.1.3.4 |
|
OTHERS |
|
0 |
|
588 |
1.2.2 |
|
FIXED ASSETS |
|
6,894,890 |
|
6,686,969 |
1.2.2.1 |
|
INVESTMENTS |
|
22,062 |
|
22,280 |
1.2.2.1.1 |
|
IN AFFILIATES |
|
0 |
|
0 |
1.2.2.1.2 |
|
IN AFFILIATES - GOODWILL |
|
0 |
|
0 |
1.2.2.1.3 |
|
IN SUBSIDIARIES |
|
19,174 |
|
19,373 |
1.2.2.1.4 |
|
IN SUBSIDIARIES - GOODWILL |
|
0 |
|
0 |
1.2.2.1.5 |
|
OTHER COMPANIES |
|
2,888 |
|
2,907 |
1.2.2.2 |
|
PROPERTY, PLANT AND EQUIPMENT |
|
6,626,148 |
|
6,386,857 |
1.2.2.2.1 |
|
LAND |
|
1,152,649 |
|
1,067,572 |
1.2.2.2.2 |
|
BUILDINGS |
|
730,846 |
|
730,715 |
1.2.2.2.3 |
|
MACHINERY AND EQUIPMENT |
|
2,944,666 |
|
3,005,861 |
1.2.2.2.4 |
|
FORESTS |
|
1,152,560 |
|
1,090,063 |
1.2.2.2.5 |
|
PROGRESS TO SUPPLIERS |
|
38,511 |
|
62,548 |
1.2.2.2.6 |
|
CONSTRUCTION IN PROGRESS |
|
500,540 |
|
316,589 |
1.2.2.2.7 |
|
OTHERS |
|
106,376 |
|
113,509 |
1.2.2.3 |
|
INTANGIBLE |
|
0 |
|
0 |
1.2.2.4 |
|
DEFERRED CHARGES |
|
246,680 |
|
277,832 |
1.2.2.4.1 |
|
INDUSTRIAL |
|
19,194 |
|
20,409 |
1.2.2.4.2 |
|
FORESTS |
|
30,477 |
|
32,270 |
1.2.2.4.3 |
|
GOODWILL ARISING ON ACQUISITION OF ENTITIES |
|
197,009 |
|
225,153 |
Page: 40
|
06.02 CONSOLIDATED BALANCE SHEET LIABILITIES THOUSAND OF R$ |
1 CODE |
|
2 DESCRIPTION |
|
3 DATE 09/30/2007 |
|
4 DATE 06/30/2007 |
|
|
|
|
|
|
|
2 |
|
TOTAL LIABILITIES |
|
9,810,863 |
|
9,509,863 |
2.1 |
|
CURRENT LIABILITIES |
|
758,600 |
|
694,543 |
2.1.1 |
|
LOANS AND FINANCING |
|
290,197 |
|
277,483 |
2.1.2 |
|
DEBENTURES |
|
0 |
|
0 |
2.1.3 |
|
SUPPLIERS |
|
221,245 |
|
185,506 |
2.1.4 |
|
TAXES |
|
88,674 |
|
89,028 |
2.1.5 |
|
DIVIDENDS PAYABLE |
|
79,618 |
|
80,528 |
2.1.6 |
|
PROVISIONS |
|
60,136 |
|
46,292 |
2.1.6.1 |
|
VACATION AND 13th SALARY |
|
36,045 |
|
30,371 |
2.1.6.2 |
|
PROFIT SHARING |
|
24,091 |
|
15,921 |
2.1.7 |
|
LOANS FROM RELATED PARTIES |
|
9,703 |
|
10,494 |
2.1.8 |
|
OTHERS |
|
9,027 |
|
5,212 |
2.1.8.1 |
|
OTHERS |
|
9,027 |
|
5,212 |
2.2 |
|
NOT CURRENT LIABILITIES |
|
3,594,680 |
|
3,545,056 |
2.2.1 |
|
LONG-TERM LIABILITIES |
|
3,594,680 |
|
3,545,056 |
2.2.1.1 |
|
LOANS AND FINANCING |
|
2,844,712 |
|
2,815,185 |
2.2.1.2 |
|
DEBENTURES |
|
0 |
|
0 |
2.2.1.3 |
|
PROVISIONS |
|
666,471 |
|
656,603 |
2.2.1.3.1 |
|
LABOR CONTINGENCIES |
|
22,365 |
|
19,786 |
2.2.1.3.2 |
|
TAX CONTINGENCIES |
|
406,338 |
|
464,653 |
2.2.1.3.3 |
|
GOODWILL ARISING ON ACQUISITION OF ENTITIES |
|
237,768 |
|
172,164 |
2.2.1.4 |
|
LOANS FROM RELATED PARTIES |
|
0 |
|
0 |
2.2.1.5 |
|
OTHERS |
|
83,497 |
|
73,268 |
2.2.1.5.1 |
|
SUPPLIERS |
|
7,420 |
|
7,419 |
2.2.1.5.2 |
|
OTHERS |
|
76,077 |
|
65,849 |
2.2.2 |
|
DEFERRED INCOME |
|
0 |
|
0 |
2.3 |
|
MINORITY INTEREST |
|
3,901 |
|
3,830 |
Page: 41
|
06.02 CONSOLIDATED BALANCE SHEET LIABILITIES THOUSAND OF R$ |
1 CODE |
|
2 DESCRIPTION |
|
3 DATE 09/30/2007 |
|
4 DATE 06/30/2007 |
|
|
|
|
|
|
|
|
|
2.4 |
|
STOCKHOLDERS EQUITY |
|
5,453,682 |
|
5,266,434 |
|
2.4.1 |
|
PAID-IN CAPITAL |
|
2,871,781 |
|
2,871,781 |
|
2.4.1.1 |
|
COMMON STOCK |
|
1,266,551 |
|
1,266,551 |
|
2.4.1.2 |
|
PREFERRED STOCK |
|
1,605,230 |
|
1,605,230 |
|
2.4.2 |
|
CAPITAL RESERVES |
|
162,210 |
|
162,210 |
|
2.4.3 |
|
REVALUATION RESERVE |
|
0 |
|
0 |
|
2.4.3.1 |
|
OWN ASSETS |
|
0 |
|
0 |
|
2.4.3.2 |
|
SUBSIDIARIES / AFFILIATES |
|
0 |
|
0 |
|
2.4.4 |
|
REVENUE RESERVES |
|
1,845,520 |
|
1,845,520 |
|
2.4.4.1 |
|
LEGAL |
|
338,454 |
|
338,454 |
|
2.4.4.2 |
|
STATUTORY |
|
0 |
|
0 |
|
2.4.4.3 |
|
FOR CONTINGENCIES |
|
0 |
|
0 |
|
2.4.4.4 |
|
UNREALIZED INCOME |
|
0 |
|
0 |
|
2.4.4.5 |
|
FOR INVESTMENTS |
|
1,516,052 |
|
1,516,052 |
|
2.4.4.6 |
|
SPECIAL FOR NON-DISTRIBUTED DIVIDENDS |
|
0 |
|
0 |
|
2.4.4.7 |
|
OTHER UNREALIZED INCOME |
|
(8,986 |
) |
(8,986 |
) |
2.4.4.7.1 |
|
TREASURY STOCK |
|
(8,986 |
) |
(8,986 |
) |
2.4.5 |
|
RETAINED EARNINGS |
|
574,171 |
|
386,923 |
|
Page: 42
|
07.01 CONSOLIDATED STATEMENT OF OPERATIONS THOUSAND OF R$ |
1 CODE |
|
2 DESCRIPTION |
|
3 FROM: 07/01/2007 |
|
|
4 - FROM : 01/01/2007 |
|
|
5 FROM: 07/01/2006 |
|
|
6 FROM: 01/01/2006 |
|
|
|
|
|
TO : 09/30/2007 |
|
|
TO : 09/30/2007 |
|
|
TO : 09/30/2006 |
|
|
TO: 09/30/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1 |
|
GROSS SALES AND SERVICES REVENUE |
|
1,043,950 |
|
|
3,226,631 |
|
|
1,122,664 |
|
|
3,184,573 |
|
3.2 |
|
SALES TAXES AND OTHER DEDUCTIONS |
|
(119,682 |
) |
|
(385,800 |
) |
|
(125,063 |
) |
|
(364,704 |
) |
3.3 |
|
NET SALES REVENUE |
|
924,268 |
|
|
2,840,831 |
|
|
997,601 |
|
|
2,819,869 |
|
3.4 |
|
COST OF GOODS SOLD |
|
(592,196 |
) |
|
(1,793,239 |
) |
|
(586,121 |
) |
|
(1,699,644 |
) |
3.5 |
|
GROSS PROFIT |
|
332,072 |
|
|
1,047,592 |
|
|
411,480 |
|
|
1,120,225 |
|
3.6 |
|
OPERATING (EXPENSES) INCOME |
|
(53,513 |
) |
|
(146,658 |
) |
|
(235,962 |
) |
|
(432,048 |
) |
3.6.1 |
|
SELLING |
|
(40,999 |
) |
|
(127,402 |
) |
|
(43,712 |
) |
|
(133,458 |
) |
3.6.2 |
|
GENERAL AND ADMINISTRATIVE |
|
(31,308 |
) |
|
(90,510 |
) |
|
(45,510 |
) |
|
(98,0610 |
|
3.6.3 |
|
FINANCIAL |
|
55,227 |
|
|
153,980 |
|
|
(105,344 |
) |
|
(79,788 |
) |
3.6.3.1 |
|
FINANCIAL INCOME |
|
48,724 |
|
|
203,078 |
|
|
88,858 |
|
|
285,476 |
|
3.6.3.2 |
|
FINANCIAL EXPENSES |
|
6,503 |
|
|
(49,098 |
) |
|
(194,202 |
) |
|
(365,264 |
) |
3.6.4 |
|
OTHER OPERATING INCOME |
|
13,266 |
|
|
37,715 |
|
|
11,419 |
|
|
36,739 |
|
3.6.5 |
|
OTHER OPERATING EXPENSES |
|
(49,501 |
) |
|
(119,953 |
) |
|
(52,671 |
) |
|
(158,794 |
) |
3.6.6 |
|
EQUITY IN THE RESULTS OF SUBSIDIARIES |
|
(198 |
) |
|
(488 |
) |
|
(144 |
) |
|
(686 |
) |
3.7 |
|
OPERATING INCOME |
|
278,559 |
|
|
900,934 |
|
|
175,518 |
|
|
688,177 |
|
3.8 |
|
NON-OPERATING (EXPENSES) INCOME |
|
109 |
|
|
(5,093 |
) |
|
(182 |
) |
|
(687 |
) |
3.8.1 |
|
INCOME |
|
895 |
|
|
2,662 |
|
|
650 |
|
|
3,902 |
|
3.8.2 |
|
EXPENSES |
|
(786 |
) |
|
(7,755 |
) |
|
(832 |
) |
|
(4,589 |
) |
3.9 |
|
INCOME BEFORE INCOME TAXES AND MANAGEMENT REMUNERATION |
|
278,668 |
|
|
895,841 |
|
|
175,336 |
|
|
687,490 |
|
3.10 |
|
INCOME TAX AND SOCIAL CONTRIBUTION |
|
(24,333 |
) |
|
(93,584 |
) |
|
28,139 |
|
|
(53,615 |
) |
3.11 |
|
DEFERRED INCOME TAXES |
|
(67,016 |
) |
|
(162,274 |
) |
|
(5,614 |
) |
|
(21,731 |
) |
3.12 |
|
MANAGEMENT REMUNERATION AND STATUORY APPROPRIATIONS |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
3.12.1 |
|
PARTICIPATIONS |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
3.12.2 |
|
REMUNERATION |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
3.13 |
|
REVERSION OF INTERESTS ON STOCKHOLDERS CAPITAL |
|
76,000 |
|
|
220,000 |
|
|
80,000 |
|
|
243,000 |
|
3.14 |
|
MINORITY INTEREST |
|
(710 |
) |
|
(2,002 |
) |
|
(394 |
) |
|
(748 |
) |
3.15 |
|
NET INCOME FOR THE PERIOD |
|
263,248 |
|
|
857,981 |
|
|
277,467 |
|
|
854,396 |
|
|
|
CAPITAL STOCK-QUANTITY (THOUSANDS) |
|
1,030,588 |
|
|
1,030,588 |
|
|
1,030,588 |
|
|
1,030,588 |
|
|
|
EARNINGS PER SHARE |
|
0,25543 |
|
|
0,83252 |
|
|
0,26923 |
|
|
0,82904 |
|
|
|
LOSS PER SHARE |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Page: 43
|
08.01 PERFORMANCE COMMENTS OF CONSOLIDATED IN THE QUARTER |
The consolidated Performance comments for this quarter were disclosed together with Aracruz Celulose S.A.s (Controlling Company) performance comments, group 05.
Page: 44
|
15.01 INVESTMENTS PROJECTS |
(Convenience Translation into English from the original previously issued in Portuguese)
The comments related to investments were disclosed in note 3 group 05.
Page: 45
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
(Convenience Translation into English from the original previously issued in Portuguese) |
Stock position of stockholders with more than 5% of voting stocks
In order to be in compliance with the best practices of Corporate Governance (Level 1), we disclose below, the stock positions as of September 30, 2007:
|
|
|
Parent Company: |
|
|
Aracruz Celulose S.A. |
|
CNPJ: 42.157.511/0001-61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred A |
|
Preferred B |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Thousand |
|
|
|
Thousand |
|
|
|
Thousand |
|
|
|
Thousand |
|
|
Newark Financial Inc. |
|
127,506 |
|
28.00 |
|
- |
|
- |
|
- |
|
|
|
127,506 |
|
12.35 |
Arainvest Participações S.A. |
|
127,506 |
|
28.00 |
|
27,737 |
|
99.21 |
|
- |
|
|
|
155,243 |
|
15.03 |
Arapar S.A. |
|
127,506 |
|
28.00 |
|
- |
|
- |
|
- |
|
|
|
127,506 |
|
12.35 |
BNDES Participações S.A. |
|
56,881 |
|
12.49 |
|
- |
|
- |
|
12,929 |
|
2.35 |
|
69,810 |
|
6.76 |
(1) Treasure Hold Investments Corp |
|
- |
|
- |
|
- |
|
- |
|
57,876 |
|
10.54 |
|
57,876 |
|
5.61 |
(1) U.S. Trust Company N.A. (2) |
|
- |
|
- |
|
- |
|
- |
|
48,265 |
|
8.80 |
|
48,265 |
|
4.67 |
(1) Capital Research & Mgmt Company (2) |
|
- |
|
- |
|
- |
|
- |
|
45,653 |
|
8.31 |
|
45,653 |
|
4,42 |
(1) Northern Cross Investments Ltd. (2) |
|
- |
|
- |
|
- |
|
- |
|
39,200 |
|
7.14 |
|
39,200 |
|
3.80 |
(1) Impala Asset Mgmt. (2) |
|
|
|
|
|
|
|
|
|
33,180 |
|
6.04 |
|
33,181 |
|
3.21 |
(1) Wellington Mgmt Company (2) |
|
- |
|
- |
|
- |
|
- |
|
31,768 |
|
5.78 |
|
31,768 |
|
3.08 |
Caixa Previd. Func. Banco do Brasil |
|
- |
|
- |
|
- |
|
- |
|
31,694 |
|
5.77 |
|
31,694 |
|
3.07 |
Treasury stock |
|
483 |
|
0.10 |
|
- |
|
- |
|
1,483 |
|
0.27 |
|
1,966 |
|
0.19 |
Others |
|
15,509 |
|
3.41 |
|
221 |
|
0.79 |
|
247,157 |
|
45.00 |
|
262,886 |
|
25.46 |
Total |
|
455,391 |
|
100.00 |
|
27,958 |
|
100.00 |
|
549,205 |
|
100.00 |
|
1,032,554 |
|
100.00 |
(1) |
Foreign company |
|
(2) |
Administrator of investments funds several |
|
|
Numbers supplied by I.R. Channel JP Morgan in 10/03/07 |
|
Page: 46
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
Share Capital of majority stockholders (from controlling companies to individual stockholders)
Position at September 30, 2007
Parent Company: Newark Financial Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Votorantim Celulose e Papel S.A. |
|
50,000 |
|
100.00 |
|
- |
|
- |
|
50,000 |
|
100.00 |
Total |
|
50,000 |
|
100.00 |
|
- |
|
- |
|
50,000 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Votorantim Celulose e Papel S.A |
|
CNPJ: 60.643.228/0001-21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Nova HPI Participações Ltda. |
|
11,679,604 |
|
11.05 |
|
- |
|
- |
|
11,679,604 |
|
5.72 |
Votorantim Investºs Industriais S.A. |
|
94,022,846 |
|
88.95 |
|
677 |
|
- |
|
94,023,523 |
|
46.06 |
BNDES Participações S.A |
|
- |
|
- |
|
7,555,369 |
|
7.67 |
|
7,555,369 |
|
3.70 |
Council of Administration , Chief Officers and |
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal council |
|
- |
|
- |
|
25,820 |
|
0.02 |
|
25,820 |
|
0.01 |
Others |
|
1 |
|
- |
|
90,832,289 |
|
92.28 |
|
90,832,290 |
|
44.50 |
Treasury stocks |
|
1 |
|
- |
|
28,900 |
|
0.03 |
|
28,901 |
|
0.01 |
Total |
|
105,702,452 |
|
100.00 |
|
98,443,055 |
|
100.00 |
|
204,145,507 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Votorantim Investimentos Industriais S.A |
|
CNPJ: 03.407.049/0001-51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Votorantim Participações S.A. |
|
11,165,582,998 |
|
100.00 |
|
- |
|
- |
|
11,165,582,998 |
|
100.00 |
José Roberto Ermírio de Moraes |
|
1 |
|
- |
|
- |
|
- |
|
1 |
|
- |
Fábio Ermírio de Moraes |
|
1 |
|
- |
|
- |
|
- |
|
1 |
|
- |
Page: 47
|
|
|
|
|
|
|
|
|
|
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
|
|
|
|
|
|
|
|
Total |
|
11,165,583,000 |
|
100.00 |
|
- - |
|
11,165,583,000 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Nova HPI Participações Ltda. |
|
CNPJ: 65.785.669/0001-81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Votorantim Participações S.A. |
|
7,212,408 |
|
100.00 |
|
- |
|
- |
|
7,212,408 |
|
100.00 |
Hejoassu Administração Ltda. |
|
1 |
|
0.00 |
|
- |
|
- |
|
1 |
|
0.00 |
Total |
|
7,212,409 |
|
100.00 |
|
- |
|
- |
|
7,212,409 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Votorantim Participações S.A. |
|
CNPJ: 61.082.582/0001-97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Hejoassu Administração Ltda. |
|
5,304,772,481 |
|
98.60 |
|
- |
|
|
|
- 5,304,772,481 |
|
98.60 |
Neyde Ugolini de Moraes |
|
19,026,623 |
|
0.35 |
|
- |
|
|
|
- 19,026,623 |
|
0.35 |
Antônio Ermírio de Moraes |
|
19,026,623 |
|
0.35 |
|
- |
|
|
|
- 19,026,623 |
|
0.35 |
Ermírio Pereira de Moraes |
|
19,026,623 |
|
0.35 |
|
- |
|
|
|
- 19,026,623 |
|
0.35 |
Maria Helena Moraes Scripilliti |
|
19,026,623 |
|
0.35 |
|
- |
|
|
|
- 19,026,623 |
|
0.35 |
Total |
|
5,380,878,973 |
|
100.00 |
|
- |
|
|
|
- 5,380,878,973 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Hejoassu Administração Ltda. |
|
CNPJ: 61.194.148/0001-07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
JEMF Participações S.A. |
|
400,000 |
|
25.00 |
|
- |
|
- |
|
400,000 |
|
25.00 |
AEM Participações S.A. |
|
400,000 |
|
25.00 |
|
- |
|
- |
|
400,000 |
|
25.00 |
ERMAN Participações S.A. |
|
400,000 |
|
25.00 |
|
- |
|
- |
|
400,000 |
|
25.00 |
MRC Participações S.A. |
|
400,000 |
|
25.00 |
|
- |
|
- |
|
400,000 |
|
25.00 |
Page: 48
|
|
|
|
|
|
|
|
|
|
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
|
|
|
|
|
|
|
|
Total |
|
1,600,000 |
|
100.00 |
|
- - |
|
1,600,000 |
|
100.00 |
|
|
|
Parent Company: |
|
|
AEM Participações S.A. |
|
CNPJ: 05.062.403/0001-89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Antônio Ermírio de Moraes |
|
684,729,100 |
|
100.00 |
|
- |
|
- |
|
684,729,100 |
|
100.00 |
JEMF Participações S.A. |
|
- |
|
- |
|
300 |
|
33.33 |
|
300 |
|
0.00 |
ERMAN Participações S.A. |
|
- |
|
- |
|
300 |
|
33.33 |
|
300 |
|
0.00 |
MRC Participações S.A. |
|
- |
|
- |
|
300 |
|
33.34 |
|
300 |
|
0.00 |
Total |
|
684,729,100 |
|
100.00 |
|
900 |
|
100.00 |
|
684,730,000 |
|
100.00 |
|
|
|
Parent Company: |
|
|
ERMAN Participações S.A. |
|
CNPJ: 05.062.376/0001-44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Ermírio Pereira de Moraes |
|
684,729,100 |
|
100.00 |
|
- |
|
- |
|
684,729,100 |
|
100.00 |
JEMF Participações S.A. |
|
- |
|
- |
|
300 |
|
33.33 |
|
300 |
|
0.00 |
AEM Participações S.A. |
|
- |
|
- |
|
300 |
|
33.33 |
|
300 |
|
0.00 |
MRC Participações S.A. |
|
- |
|
- |
|
300 |
|
33.34 |
|
300 |
|
0.00 |
Total |
|
684,729,100 |
|
100.00 |
|
900 |
|
100.00 |
|
684,730,000 |
|
100.00 |
|
|
|
Parent Company: |
|
|
MRC Participações S.A. |
|
CNPJ: 05.062.355/0001-29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Maria Helena Moraes Scripilliti |
|
684,729,100 |
|
100.00 |
|
- |
|
- |
|
684,729,100 |
|
100.00 |
JEMF Participações S.A. |
|
- |
|
- |
|
300 |
|
33.33 |
|
300 |
|
0.00 |
AEM Participações S.A. |
|
- |
|
- |
|
300 |
|
33.33 |
|
300 |
|
0.00 |
ERMAN Participações S.A. |
|
- |
|
- |
|
300 |
|
33.34 |
|
300 |
|
0.00 |
Total |
|
684,729,100 |
|
100.00 |
|
900 |
|
100.00 |
|
684,730,000 |
|
100.00 |
Page: 49
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
|
|
|
Parent Company: |
|
|
JEMF Participações S.A. |
|
CNPJ: 05.062.394/0001-26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
José Ermírio de Moraes Neto |
|
228,243,033 |
|
33.33 |
|
- |
|
- |
|
228,243,033 |
|
33.33 |
José Roberto Ermírio de Moraes |
|
228,243,033 |
|
33.33 |
|
- |
|
- |
|
228,243,033 |
|
33.33 |
Neide Helena de Moraes |
|
228,243,034 |
|
33.34 |
|
- |
|
- |
|
228,243,034 |
|
33.34 |
AEM Participações S.A. |
|
- |
|
- |
|
300 |
|
33.33 |
|
300 |
|
0.00 |
ERMAN Participações S.A. |
|
- |
|
- |
|
300 |
|
33.34 |
|
300 |
|
0.00 |
MRC Participações S.A. |
|
- |
|
- |
|
300 |
|
33.33 |
|
300 |
|
0.00 |
Total |
|
684,729,100 |
|
100.00 |
|
900 |
|
100.00 |
|
684,730,000 |
|
100.00 |
|
|
|
Parent Company: |
|
|
BNDES Participações S.A. - BNDESPAR |
|
CNPJ: 00.383.281/0001-09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Banco Nacional de Desenvolvimento |
|
|
|
|
|
|
|
|
|
|
|
|
Econômico e Social - BNDES |
|
1 |
|
100.00 |
|
- |
|
- |
|
1 |
|
100.00 |
Total |
|
1 |
|
100.00 |
|
- |
|
- |
|
1 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Banco Nacional de Desenvolvimento Econômico e Social - BNDES |
|
CNPJ: 33.657248/0001-89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
|
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
|
|
Unities |
|
|
União Federal |
|
6,273,711,452 |
|
100.00 |
|
|
|
- |
|
|
|
- 6,273,711,452 |
|
100.00 |
Page: 50
|
|
|
|
|
|
|
|
|
|
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
|
|
|
|
|
|
|
|
Total |
|
6,273,711,452 |
|
100.00 |
|
- - |
|
6,273,711,452 |
|
100.00 |
|
|
|
Parent Company: |
|
|
ARAINVEST Participações S.A. |
|
CNPJ: 06.139.408/0001-25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Thousand |
|
|
|
Thousand |
|
|
|
Thousand |
|
|
Joseph Yacoub Safra |
|
85,990 |
|
49.99 |
|
21,489 |
|
49.98 |
|
107,479 |
|
49.99 |
Moise Yacoub Safra |
|
85,990 |
|
49.99 |
|
21,489 |
|
49.98 |
|
107,479 |
|
49.99 |
Others |
|
4 |
|
0.02 |
|
18 |
|
0.04 |
|
22 |
|
0.02 |
Total |
|
171,984 |
|
100.00 |
|
42,996 |
|
100.00 |
|
214,980 |
|
100.00 |
|
|
|
Parent Company: |
|
|
ARAPAR S.A. |
|
CNPJ: 29.282.803/0001-68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Nobrasa Empreendimentos S.A. |
|
388,095,112 |
|
41.56 |
|
- |
|
- |
|
388,095,112 |
|
20.78 |
Lorentzen Empreendimentos S.A. |
|
302,790,180 |
|
32.42 |
|
87,595 |
|
0,01 |
|
302,877,775 |
|
16.22 |
São Teófilo Rep. Participações S.A. |
|
226,072,316 |
|
24.21 |
|
689,998,722 |
|
73.88 |
|
916,071,040 |
|
49.04 |
Outros |
|
16,944,980 |
|
1.81 |
|
243,816,271 |
|
26.11 |
|
260,761,249 |
|
13.96 |
Total |
|
933,902,588 |
|
100.00 |
|
933,902,588 |
|
100.00 |
|
1,867,805,176 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Lorentzen Empreendimentos S.A. |
|
CNPJ: 33.107.533/0001-26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Nobrasa Empreendimentos S.A |
|
46,876,916 |
|
79.29 |
|
- |
|
- |
|
46,876,916 |
|
63.02 |
Nebra Participações Ltda |
|
10,913,643 |
|
18.46 |
|
8,692,807 |
|
56.93 |
|
19,606,450 |
|
26.36 |
Tiba Participações Ltda |
|
1,327,485 |
|
2.25 |
|
6,572,501 |
|
43.05 |
|
7,899,986 |
|
10.62 |
Others |
|
93 |
|
- |
|
3,146 |
|
0.02 |
|
3,239 |
|
- |
Total |
|
59,118,137 |
|
100.00 |
|
15,268,454 |
|
100.00 |
|
74,386,591 |
|
100.00 |
(1) Foreign company |
|
|
|
|
|
|
|
|
|
|
|
|
Page: 51
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
|
|
|
Parent Company: |
|
|
Nobrasa Empreendimentos S.A. |
|
CNPJ: 30.927.925/0001-43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Erling Sven Lorentzen |
|
78,978,748 |
|
97.46 |
|
- |
|
|
|
- 78,978,748 |
|
97.46 |
Others |
|
2,055,210 |
|
2.54 |
|
- |
|
|
|
- 2,055,210 |
|
2.54 |
Total |
|
81,033,958 |
|
100.00 |
|
- |
|
|
|
- 81,033,958 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Nebra Participações S.A. |
|
CNPJ: 04.418.550/0001-86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
New Era Development Co. Ltd. (1) |
|
16,076,101 |
|
99.99 |
|
- |
|
- |
|
16,076,101 |
|
99.99 |
Others |
|
100 |
|
0.01 |
|
- |
|
- |
|
100 |
|
0.01 |
Total |
|
16,076,201 |
|
100.00 |
|
- |
|
- |
|
16,076,201 |
|
100.00 |
(1) Foreign company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company: |
|
|
Tiba Participações Ltda |
|
CNPJ: 03.410.452/0001-30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Haakon Lorentzen. |
|
2,103,695 |
|
100.00 |
|
- |
|
- |
|
2,103,695 |
|
100.00 |
Others |
|
1 |
|
- |
|
- |
|
- |
|
1 |
|
- |
Total |
|
2,103,696 |
|
100.00 |
|
- |
|
- |
|
2,103,696 |
|
100.00 |
Page: 52
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
|
|
|
Parent Company: |
|
|
Caminho Editorial Ltda |
|
CNPJ: 54.089.495/0001-04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Brasil Warrant Admin. Bes e Empresas Ltda |
|
126,750,043 |
|
86.31 |
|
- |
|
- |
|
126,750,043 |
|
86.31 |
Others |
|
20,109,957 |
|
13.69 |
|
- |
|
- |
|
20,109,957 |
|
13.69 |
Total |
|
146,860,000 |
|
100.00 |
|
- |
|
|
|
- 146,860,000 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Nalbra S LLC |
|
CNPJ: 06.205.788/0001-59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity % |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
Unities |
|
|
Nalbra Inc. (1) |
|
30,012,000 |
|
100.00 |
|
- - |
|
30,012,000 |
|
100.00 |
Total |
|
30,012,000 |
|
100.00 |
|
- |
|
- 30,012,000 |
|
100.00 |
(1) Foreign company |
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company: |
|
|
São Teófilo Repres. Participações Ltda |
|
CNPJ: 03.214.652/0001-17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Caminho Editorial Ltda |
|
16,475,914 |
|
50.00 |
|
5,630,018 |
|
19.03 |
|
22,105,932 |
|
35.35 |
Nalbra S LLC |
|
16,475,914 |
|
50.00 |
|
8,509,948 |
|
28.77 |
|
24,985,862 |
|
39.95 |
Brasil Silva I LLC (1) |
|
- |
|
- |
|
9,740,015 |
|
32.92 |
|
9,740,015 |
|
15.58 |
Fernando Roberto Moreira Salles |
|
- |
|
- |
|
1,704,503 |
|
5.76 |
|
1,704,503 |
|
2.73 |
Others |
|
- |
|
- |
|
3,999,639 |
|
13.52 |
|
3,999,639 |
|
6.39 |
Total |
|
32,951,828 |
|
100.00 |
|
29,584,123 |
|
100.00 |
|
62,535,951 |
|
100.00 |
(1) Foreign company |
|
|
|
|
|
|
|
|
|
|
|
|
Page: 53
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
|
|
|
Parent Company: |
|
|
Brasil Warrant Admin. Bens e Empresas Ltda |
|
CNPJ: 33.744.277/0001-88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
|
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
|
|
Unities |
|
|
Fernando Roberto Moreira Salles |
|
2 |
|
25.00 |
|
120 |
|
|
|
2 |
|
4 |
|
25.00 |
Walter Moreira Salles Júnior |
|
2 |
|
25.00 |
|
120 |
|
|
|
2 |
|
4 |
|
25.00 |
Pedro Moreira Salles |
|
2 |
|
25.00 |
|
120 |
|
|
|
2 |
|
4 |
|
25.00 |
João Moreira Salles |
|
2 |
|
25.00 |
|
120 |
|
|
|
2 |
|
4 |
|
25.00 |
Total |
|
8 |
|
100.00 |
|
480 |
|
|
|
8 |
|
16 |
|
100.00 |
|
|
|
Parent Company: |
|
|
BNDES Participações S.A. - BNDESPAR |
|
CNPJ: 00.383.281/0001-09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
Banco Nacional de Desenvolvimento |
|
|
|
|
|
|
|
|
|
|
|
|
Econômico e Social - BNDES |
|
1 |
|
100.00 |
|
- |
|
- |
|
1 |
|
100.00 |
Total |
|
1 |
|
100.00 |
|
- |
|
- |
|
1 |
|
100.00 |
|
|
|
Parent Company: |
|
|
Banco Nacional de Desenvolvimento Econômico e Social - BNDES |
|
CNPJ: 33.657.248/0001-89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks |
|
|
|
|
|
|
Stockholders |
|
Common |
|
|
|
Preferred |
|
|
|
Total |
|
|
|
|
Quantity |
|
% |
|
Quantity |
|
% |
|
Quantity |
|
% |
|
|
Unities |
|
|
|
Unities |
|
|
|
Unities |
|
|
União Federal |
|
6,273,711,452 |
|
100.00 |
|
- |
|
- |
|
6,273,711,452 |
|
100.00 |
Total |
|
6,273,711,452 |
|
100.00 |
|
- |
|
- |
|
6,273,711,452 |
|
100.00 |
Page: 54
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
Stocks Position of Majority Stockholders, Management, Members of the fiscal Council and outstanding stocks.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Position on September 30, 2007 |
|
|
Stockholder |
|
|
Common |
|
% |
|
Preferred |
|
% |
|
Preferred |
|
% |
|
Total |
|
% |
|
|
|
|
|
Stocks |
|
|
|
Stocks |
|
|
|
Stocks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Class A) |
|
|
|
(Class B) |
|
|
|
|
|
|
Majorities Stockholders |
|
|
439,400,228 |
|
96.50 |
|
27,736,642 |
|
99.200 |
|
70,804,348 |
|
12.89 |
|
537,941,218 |
|
52.10 |
Lorentzen |
|
|
127,506,457 |
|
28.00 |
|
- |
|
- |
|
- |
|
- |
|
127,506,457 |
|
12.35 |
Safra |
|
(4 |
) |
|
127,506,457 |
|
28.00 |
|
27,736,642 |
|
99.20 |
|
57,875,517 |
|
10.54 |
|
213,118,616 |
|
20.60 |
VCP |
|
|
|
|
127,506,457 |
|
28.00 |
|
- |
|
- |
|
- |
|
- |
|
127,506,457 |
|
12.35 |
BNDES |
|
|
|
|
56,880,857 |
|
12.50 |
|
0 |
|
0 |
|
12,928,831 |
|
2.35 |
|
69,809,688 |
|
6.76 |
Management |
|
|
1,905 |
|
0.00 |
|
0 |
|
0 |
|
47,807 |
|
0 |
|
49,712 |
|
- |
Councilors |
|
|
1,905 |
|
0.00 |
|
0 |
|
0 |
|
30,609 |
|
0 |
|
32,514 |
|
- |
Directors |
|
|
- |
|
- |
|
- |
|
- |
|
17,198 |
|
0 |
|
17,198 |
|
- |
Tax Council |
|
|
10 |
|
0.00 |
|
- |
|
- |
|
- |
|
- |
|
10 |
|
- |
Treasury Stocks (1) |
|
|
483,114 |
|
0.10 |
|
- |
|
- |
|
1,483,200 |
|
0.27 |
|
1,966,314 |
|
0.19 |
Other Stockholders (2) |
|
|
15,505,442 |
|
3.40 |
|
221,803 |
|
0.80 |
|
476,869,621 |
|
86.84 |
|
492,596,866 |
|
47,71 |
Total issued stocks (3) |
|
|
455,390,699 |
|
100.0 |
|
27,958,445 |
|
100.0 |
|
549,204,976 |
|
100.0 |
|
1,032,554,120 |
|
100.0 |
Outstanding stocks (2) |
|
|
15,505,442 |
|
3.40 |
|
221,803 |
|
0.80 |
|
476,869,621 |
|
86.84 |
|
492,596,866 |
|
47,71 |
(1) |
Stocks issued and repurchased by the Company. |
|
(2) |
Total of stocks issued minus Treasury stocks, members of tax council, board members (including substitutes), directors and majorities stockholders. |
|
(3) |
Total number of subscribed stocks and issued by the Company. |
|
(4) |
Participation of the group Safra composed for: Arainvest Participações S.A. 127,506,457 Common stock, 27,736,642 PNA stock and Treasure Hold Investments Corp. 57,875,517 PNB . |
|
Page: 55
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
Stocks Position of Majority Stockholders, Management, Members of the fiscal Council and outstanding stocks.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Position on Setember 30, 2006 |
|
|
Stockholder |
|
|
Common |
|
% |
|
Preferred |
|
% |
|
Preferred |
|
% |
|
Total |
|
% |
|
|
|
|
|
Stocks |
|
|
|
Stocks |
|
|
|
Stocks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Class A) |
|
|
|
(Class B) |
|
|
|
|
|
|
Majorities Stockholders |
|
|
439,400,228 |
|
96.5 |
|
37,736,642 |
|
99.3 |
|
87,876,647 |
|
16.3 |
|
565,013,517 |
|
54.7 |
Lorentzen |
|
(4 |
) |
|
127,506,457 |
|
28.0 |
|
- |
|
- |
|
- |
|
- |
|
127,506,457 |
|
12.3 |
Safra |
|
(5 |
) |
|
127,506,457 |
|
28.0 |
|
27,736,642 |
|
73.0 |
|
57,875,517 |
|
10.7 |
|
213,118,616 |
|
20.7 |
VCP |
|
|
|
|
127,506,457 |
|
28.0 |
|
- |
|
- |
|
- |
|
- |
|
127,506,457 |
|
12.3 |
BNDES |
|
|
|
|
56,880,857 |
|
12.5 |
|
10,000,000 |
|
26.3 |
|
30,001,130 |
|
5.6 |
|
96,881,987 |
|
9.4 |
Management |
|
|
|
|
136,134 |
|
0 |
|
0 |
|
0 |
|
113,506 |
|
0 |
|
249,640 |
|
|
Councilors |
|
|
|
|
136,134 |
|
0 |
|
0 |
|
0 |
|
96,308 |
|
0 |
|
232,442 |
|
|
Directors |
|
|
|
|
- |
|
- |
|
- |
|
- |
|
17,198 |
|
0 |
|
17,198 |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Tax Council |
|
|
|
|
10 |
|
0 |
|
- |
|
- |
|
- |
|
- |
|
10 |
|
|
Treasury Stocks |
|
(1 |
) |
|
483,114 |
|
0.1 |
|
- |
|
- |
|
1,483,200 |
|
0.3 |
|
1,966,314 |
|
0.2 |
Other Stockholders |
|
(2 |
) |
|
15,371,213 |
|
3.4 |
|
276,191 |
|
0.7 |
|
449,677,235 |
|
83.4 |
|
465,324,639 |
|
45.1 |
Total issued stocks |
|
(3 |
) |
|
455,390,699 |
|
100.0 |
|
38,012,833 |
|
100.0 |
|
539,150,588 |
|
100.0 |
|
1,032,554,120 |
|
100.0 |
Outstanding stocks |
|
(2 |
) |
|
15,371,213 |
|
3.4 |
|
276,191 |
|
0.7 |
|
449,677,235 |
|
83.4 |
|
465,324,639 |
|
45.1 |
(1) |
Stocks issued and repurchased by the Company, waiting cancellation. |
|
(2) |
Total of stocks issued minus Treasury stocks, members of tax council, board members (including substitutes), directors and majorities stockholders. |
|
(3) |
Total number of subscribed stocks and issued by the Company. |
|
(4) |
Group Lorentzen participation is formed by: Arapar S.A. |
|
(5) |
Participation of the group Safra composed for: Arainvest Participações S.A. 127,506,457 Common stock, 27,736,642 PNA stock and Treasure Hold Investments Corp. 57,875,517 PNB . |
|
Page: 56
|
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
(Convenience Translation into English of original previously issued in Portuguese)
Report of Independent Auditors on Special Review |
of Quarterly Financial Information September 30, 2007
To the Directors and Stockholders of
Aracruz Celulose S.A.
Aracruz - ES |
1. |
We conducted a special review of the Quarterly Financial Information - ITR of Aracruz Celulose S.A. (Company and Consolidated) for the quarter and nine months periods ended September 30, 2007, prepared under the responsibility of the Companys management, in accordance with accounting practices adopted in Brazil, comprising the balance sheets, statements of income and management comments on performance. |
|
2. |
Our special review was conducted in accordance with specific standards established by the Brazilian Institute of Independent Auditors IBRACON, together with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries and discussions with the Companys management responsible for the financial, accounting, and operational areas as to the principal criteria adopted in the preparation of the Quarterly Financial Information; and (b) review of the information and subsequent events that have or might have a significant effect on the financial position and operations of the Company and its subsidiaries. |
|
3. |
Based on our special review, we are not aware of any material modifications that should be made to the Quarterly Financial Information referred to in paragraph 1 above, for it to be in conformity with the accounting practices adopted in Brazil, applied in accordance with the standards laid down by the Brazilian Securities Commission (CVM) specifically applicable to the disclosure of mandatory Quarterly Financial Information. |
|
4. |
Our special review was conducted for the purpose of issuing a report on the Quarterly Financial Information referred to in paragraph 1 taken as a whole. The supplementary information related to the statements of cash flows and value added for the quarter ended September 30, 2007 are presented for the purpose of allowing additional analyses and are not required as part of the basic Quarterly Financial Information. These statements were subjected to the review procedures described in paragraph 2 above, and based on our special review, are fairly stated, in all material respects, in relation to the Quarterly Financial Information taken as a whole. |
|
5. |
The balance sheet as of June, 2007 (Company and Consolidated) and the accompanying statements of income and supplementary cash flow and value-added for the quarter and nine-month period ended September 30, 2006, presented for comparison purposes, were examined by us and our unqualified special review reports thereon were issued July 5, 2007 and October 5, 2006, respectively. |
|
|
|
Rio de Janeiro, October 8, 2007
(Portuguese original signed by):
DELOITTE TOUCHE TOHMATSU
Independent Auditors
CRC 2SP 011.609/O-8 S ES
|
Amauri Froment Fernandes
Accountant
CRC 1RJ 039.012/O-5 S ES
|
Page: 57
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.
ARACRUZ CELULOSE S.A.
By: /s/ Carlos Augusto Lira Aguiar
Name: Carlos Augusto Lira Aguiar
Title: Chief Executive Officer
|