10-K/A 1 mtor-20111231x10ka.htm MTOR-2011.12.31-10K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-K/A (Amendment no. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended October 2, 2011
Commission file number 1-15983
__________________________________
MERITOR, INC.
(Exact name of registrant as specified in its charter) 
Indiana
 
38-3354643
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
2135 West Maple Road 
Troy, Michigan
 
48084-7186
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (248) 435-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class
 
Name of each exchange on which registered
Common Stock, $1 Par Value
 
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
x
 
No
¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
¨
 
No
x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
 
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files).
Yes
x
 
No
¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer
x
 
 
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
 
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       
Yes
¨
 
No
x
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on March 30, 2012 (the last business day of the most recently completed second fiscal quarter) was approximately $765,333,392.
 
96,487,135 shares of the registrant’s Common Stock, par value $1 per share, were outstanding on April 1, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of the registrant held on January 26, 2012 is incorporated by reference into Part III of the Annual Report on Form 10-K for the fiscal year ended October 2, 2011.




EXPLANATORY NOTE - AMENDMENT

Meritor, Inc. (the “company” or “Meritor”) is filing this Form 10-K/A to include in its Annual Report on Form 10-K for the fiscal year ended October 2, 2011 (the “Annual Report”), pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, financial statements and related notes of Master Sistemas Automotivos Ltda. (“MSA”) and Suspensys Sistemas Automotivos Ltda. (“SSA”), unconsolidated joint ventures incorporated in Brazil in which the company owns an interest. Meritor owns a 49% interest in MSA (directly) and a 50% interest in SSA (through both direct and indirect interests).
Rule 3-09 of Regulation S-X provides that if a 50% or less owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w), substituting 20% for 10%, separate financial statements for such 50% or less owned person shall be filed. Such statements are required to be audited only in the years in which such person met such test.
Both MSA and SSA met such test for Meritor’s fiscal years 2011 and 2010 and did not meet such test for Meritor’s fiscal year 2009. Normally, therefore, under Rule 3-09 of Regulation S-X, the company would be required to file MSA’s and SSA’s audited financial statements for the fiscal years ended December 31, 2011 and 2010 (“2011” and “2010”) and to file unaudited financial statements for the fiscal year ended December 31, 2009 (“2009”).
Effective January 1, 2009, Brazil adopted International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial statements of MSA and SSA for 2011, 2010 and 2009 have been prepared in accordance with IFRS as issued by the IASB. As a result of the adoption of IFRS in 2009, MSA and SSA financial statements for 2009 have been audited.
Since the financial statement of MSA and SSA are presented in accordance with IFRS as issued by the IASB, reconciliations between local GAAP and U.S. GAAP are not required pursuant to SEC Release numbers 33-8879 and 34-57026 and have been omitted.
Item 15 is the only portion of the Annual Report being supplemented or amended by this Form 10-K/A. Additionally, in connection with the filing of this Form 10-K/A and pursuant to SEC rules, Meritor is including currently dated certifications. This Form 10-K/A does not otherwise update any exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Annual Report. Accordingly, this Form 10-K/A should be read in conjunction with Meritor’s filings with the SEC subsequent to the filing of the Annual Report.

2



PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements, Financial Statement Schedules and Exhibits.
(1) Financial Statements.
Meritor
The following financial statements and related notes were filed as part of the Annual Report filed with the SEC on November 23, 2011 (all financial statements listed below are those of the company and its consolidated subsidiaries):
Consolidated Statement of Operations, years ended September 30, 2011, 2010 and 2009.
Consolidated Balance Sheet, September 30, 2011 and 2010.
Consolidated Statement of Cash Flows, years ended September 30, 2011, 2010 and 2009.
Consolidated Statement of Shareowners' Equity (Deficit) and Comprehensive Loss, years ended September 30, 2011, 2010 and 2009.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm.
Master Sistemas Automotivos Ltda.
The following financial statements and related notes of Master Sistemas Automotivos Ltda. are included in this Amendment No. 1 on Form 10-K/A pursuant to Rule 3-09 of Regulation S-X:
Balance Sheets, December 31, 2011, 2010 and 2009.
Statements of Income, Comprehensive Income, Changes in Shareholders’ Equity, and Cash Flows, years ended December 31, 2011, 2010 and 2009.
Independent Auditors’ Report.
Suspensys Sistemas Automotivos Ltda.
The following financial statements and related notes of Suspensys Sistemas Automotivos Ltda. are included in this Amendment No. 1 on Form 10-K/A pursuant to Rule 3-09 of Regulation S-X:
Balance Sheets, December 31, 2011, 2010 and 2009.
Statements of Income, Comprehensive Income, Changes in Shareholders’ Equity, and Cash Flows, years ended December 31, 2011, 2010 and 2009.
Independent Auditors’ Report.

3






Master Sistemas Automotivos Ltda.

Financial Statements
For the Years
Ended December 31, 2011, 2010 and 2009 and Independent Auditor’s Report





4


INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of
Master Sistemas Automotivos Ltda.
Caxias do Sul, RS

We have audited the accompanying balance sheets of Master Sistemas Automotivos Ltda. (the “Company”), a company incorporated in Brazil, as of December 31, 2011, 2010 and 2009 and the related statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011, 2010 and 2009 and the results of its operations and its cash flows for the years then ended in conformity with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

May 30, 2012


/s/ DELOITTE TOUCHE TOHMATSU
DELOITTE TOUCHE TOHMATSU
Auditores Independentes


5


MASTER SISTEMAS AUTOMOTIVOS LTDA.
BALANCE SHEETS AS OF DECEMBER 31, 2011, 2010 AND 2009
(In thousands of Brazilian reais - R$)
ASSETS
 
Note
 
12/31/2011
 
12/31/2010
 
12/31/2009
CURRENT ASSETS
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
4

 
108,055

 
105,273

 
58,080

Trade receivables
 
5

 
56,257

 
38,306

 
30,820

Recoverable taxes
 
6

 
3,822

 
1,464

 
3,254

Inventories
 
7

 
49,919

 
30,368

 
24,130

Dividends and interest on capital receivable
 
12

 
5,489

 
14,437

 
2,219

Prepaid expenses
 
 
 
342

 
133

 
153

Other receivables
 
 
 
2,282

 
1,627

 
559

Total current assets
 
 
 
226,166

 
191,608

 
119,215

NON-CURRENT ASSETS
 
 
 
 
 
 
 
 
Amounts due from parent company
 
12

 
44

 
96

 
354

Recoverable taxes
 
6

 
1,590

 
1,634

 
3,056

Retirement benefit plan
 
13

 
441

 
371

 
249

Escrow deposits
 
 
 
204

 
198

 
198

Investments:
 
 
 
 
 
 
 
 
  Investment in associate
 
8

 
146,126

 
120,002

 
96,851

  Other investments
 
 
 
26

 
25

 
25

Total investments
 
 
 
146,152

 
120,027

 
96,876

Property, plant and equipment
 
9

 
89,597

 
84,146

 
83,785

Intangible assets
 
10

 
10,177

 
4,418

 
344

Total non-current assets
 
 
 
248,205

 
210,890

 
184,862

TOTAL ASSETS
 
 
 
474,371

 
402,498

 
304,077

 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Note
 
12/31/2011

 
12/31/2010

 
12/31/2009

CURRENT LIABILITIES
 
 
 
 
 
 
 
 
Trade payables
 
 
 
23,942

 
11,213

 
8,780

Borrowings and financing
 
11

 
43,040

 
8,600

 
10,793

Taxes and contributions payable
 
 
 
4,546

 
2,226

 
2,152

Salaries payable
 
 
 
1,669

 
1,113

 
874

Accrued vacation and related charges
 
 
 
5,550

 
3,671

 
2,513

Dividends and interest on capital payable
 
17

 
11,850

 
22,021

 
4,930

Employee and management profit sharing
 
 
 
4,913

 
3,888

 
2,781

Advances from customers
 
 
 
46

 
295

 
294

Amounts due to related parties
 
12

 
150

 
151

 

Other payables
 
 
 
2,336

 
1,009

 
761

Total current liabilities
 
 
 
98,042

 
54,187

 
33,878

NON-CURRENT LIABILITIES
 
 
 
 
 
 
 
 
Borrowings and financing
 
11

 
62,504

 
74,444

 
51,308

Amounts due to related parties
 
12

 
1,054

 
1,205

 
1,043

Reserve for contingencies
 
14

 
690

 
443

 

Contributions payable
 
 
 
3,107

 
3,129

 
2,301

Deferred taxes
 
20

 
2,305

 
4,019

 
5,110

Other payables
 
 
 
93

 
520

 
594

Total long-term payables
 
 
 
69,753

 
83,760

 
60,356

SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
Capital
 
16

 
160,000

 
105,000

 
105,000

Earnings reserve
 
 
 
129,216

 
139,805

 
83,787

Retained earnings
 
 
 
17,360

 
19,746

 
21,056

Total shareholders' equity
 
 
 
306,576

 
264,551

 
209,843

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
474,371

 
402,498

 
304,077

The accompanying notes are an integral part of these financial statements.

6


MASTER SISTEMAS AUTOMOTIVOS LTDA.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In thousands of Brazilian reais - R$)
 
Note
 
2011
 
2010
 
2009
NET OPERATING REVENUE
18

 
524,030

 
431,166

 
272,553

COST OF SALES AND SERVICES
19

 
(422,807
)
 
(347,602
)
 
(226,144
)
GROSS PROFIT
 
 
101,223

 
83,564

 
46,409

 
 
 
 
 
 
 
 
OPERATING INCOME (EXPENSES)
 
 
 
 
 
 
 
Selling expenses
19

 
(18,706
)
 
(14,520
)
 
(9,206
)
General and administrative expenses
19

 
(15,213
)
 
(10,623
)
 
(7,677
)
Equity in associate
8

 
52,946

 
43,316

 
27,296

Other operating expenses, net
19

 
(7,264
)
 
(5,655
)
 
(4,256
)
 
 
 
11,763

 
12,518

 
6,157

OPERATING PROFIT BEFORE FINANCE INCOME (COSTS)
 
 
112,986

 
96,082

 
52,566

 
 
 
 
 
 
 
 
FINANCE INCOME (COSTS)
 
 
 
 
 
 
 
Finance income
21

 
17,073

 
11,282

 
6,922

Finance costs
21

 
(6,441
)
 
(5,387
)
 
(4,556
)
Foreign exchange gains
21

 
596

 
96

 
4,069

 
 
 
11,228

 
5,991

 
6,435

PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION
 
 
124,214

 
102,073

 
59,001

 
 
 
 
 
 
 
 
INCOME TAX AND SOCIAL CONTRIBUTION
 
 
 
 
 
 
 
Current
20

 
(21,394
)
 
(16,467
)
 
(6,291
)
Deferred
20

 
1,713

 
1,107

 
(962
)
NET PROFIT FOR THE YEAR
 
 
104,533

 
86,713

 
51,748


The accompanying notes are an integral part of these financial statements.


7


MASTER SISTEMAS AUTOMOTIVOS LTDA.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In thousands of Brazilian reais - R$)
 
2011
 
2010
 
2009
NET PROFIT FOR THE YEAR
104,533

 
86,713

 
51,748

 
 
 
 
 
 
OTHER COMPREHENSIVE INCOME
 
 
 
 
 
Actuarial gains (losses) on retirement benefit plan
(1
)
 
46

 
244

Deferred income tax and social contribution on other comprehensive income
1

 
(16
)
 
(83
)
Other comprehensive income (loss) of associate accounted for under the equity method of accounting

 
32

 
149

 

 
62

 
310

COMPREHENSIVE INCOME FOR THE YEAR
104,533

 
86,775

 
52,058


The accompanying notes are an integral part of these financial statements.

8


MASTER SISTEMAS AUTOMOTIVOS LTDA.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In thousands of Brazilian reais - R$)
 
Note
 
Capital
 
Earnings
reserve
 
Retained
earnings
 
Total
BALANCES AT JANUARY 01, 2009
 
 
105,000

 
73,921

 
22,129

 
201,050

 
 
 
 
 
 
 
 
 
 
Net profit for the year
 
 

 

 
51,748

 
51,748

Other comprehensive income
 
 

 

 
310

 
310

Comprehensive income for the year
 
 

 

 
52,058

 
52,058

Interest on capital
17
 

 

 
(10,358
)
 
(10,358
)
Payments of dividends
17
 

 
(21,107
)
 
(11,800
)
 
(32,907
)
Earnings reserve
 
 

 
30,973

 
(30,973
)
 

BALANCES AT DECEMBER 31, 2009
 
 
105,000

 
83,787

 
21,056

 
209,843

 
 
 
 
 
 
 
 
 
 
Net profit for the year
 
 

 

 
86,713

 
86,713

Other comprehensive income
 
 

 

 
62

 
62

Comprehensive income for the year
 
 

 

 
86,775

 
86,775

Interest on capital
17
 

 

 
(10,990
)
 
(10,990
)
Payments of dividends
17
 

 
(8,400
)
 
(12,677
)
 
(21,077
)
Earnings reserve
 
 

 
64,418

 
(64,418
)
 

BALANCES AT DECEMBER 31, 2010
 
 
105,000

 
139,805

 
19,746

 
264,551

 
 
 
 
 
 
 
 
 
 
Net profit for the year
 
 

 

 
104,533

 
104,533

Comprehensive income for the year
 
 

 

 
104,533

 
104,533

Capital increase
16

 
55,000

 
(55,000
)
 

 

Payment of dividends
17

 

 

 
(27,088
)
 
(27,088
)
Interest on capital
17

 

 

 
(13,943
)
 
(13,943
)
Supplementary dividends
17

 

 
(21,477
)
 

 
(21,477
)
Earnings reserve
 
 

 
65,888

 
(65,888
)
 

BALANCES AT DECEMBER 31, 2011
 
 
160,000

 
129,216

 
17,360

 
306,576


The accompanying notes are an integral part of these financial statements.

9


MASTER SISTEMAS AUTOMOTIVOS LTDA.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In thousands of Brazilian reais - R$)
 
Note
 
2011
 
2010
 
2009
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
 
Profit before income tax and social contribution
 
 
124,214

 
102,073

 
59,001

Adjustments to reconcile profit before income tax and social contribution to cash generated by operating activities:
 
 
 
 
 
 
 
Proceeds from sale of property, plant and equipment
 
 
288

 
45

 
4

Depreciation of property, plant and equipment
9
 
8,916

 
8,317

 
7,963

Amortization of intangible assets
10
 
109

 
135

 
157

Exchange differences on borrowings
 
 
4,025

 
7,002

 
(4,896
)
Share of profits of associate
8
 
(52,946
)
 
(43,316
)
 
(27,296
)
Changes in assets and liabilities
 
 
 
 
 
 
 
Decrease (increase) in other receivables
 
 
(17,952
)
 
(7,486
)
 
3,542

Decrease (increase) in inventories
 
 
(19,551
)
 
(6,238
)
 
5,585

Decrease (increase) in other receivables
 
 
(2,682
)
 
1,886

 
5,313

Increase in trade payables
 
 
12,729

 
2,433

 
1,540

Increase in payables and provisions
 
 
6,861

 
3,343

 
1,769

Redemption of investments
 
 

 

 
32,222

Income tax and social contribution paid
 
 
(21,394
)
 
(16,466
)
 
(6,291
)
Dividends and interest on capital received
 
 
34,801

 
7,215

 
24,930

Interest paid on borrowings
 
 
(4,691
)
 
(3,552
)
 
(3,775
)
Net cash generated by operating activities
 
 
72,727

 
55,391

 
99,768

 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
Purchase of property, plant and equipment
9
 
(14,658
)
 
(8,725
)
 
(7,190
)
Purchase of intangible assets
10
 
(5,868
)
 
(4,208
)
 
(30
)
Net cash used in investing activities
 
 
(20,526
)
 
(12,933
)
 
(7,220
)
 
 
 
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
Payment of dividends and interest on capital
 
 
(70,585
)
 
(13,328
)
 
(51,099
)
Borrowings from related parties
 
 
(94
)
 
570

 
(864
)
Third-party borrowings
 
 
29,917

 
27,987

 
37,379

Repayment of borrowings and financing
 
 
(8,657
)
 
(10,494
)
 
(32,870
)
Net cash provided by (used in) used in financing activities
 
 
(49,419
)
 
4,735

 
(47,454
)
 
 
 
 
 
 
 
 
NET INCREASE IN CASH AND CASH EQUIVALENTS
 
 
2,782

 
47,193

 
45,094

Cash and cash equivalents at the beginning of the year
4

 
105,273

 
58,080

 
12,986

Cash and cash equivalents at the end of the year
4

 
108,055

 
105,273

 
58,080


The accompanying notes are an integral part of these financial statements.


10


MASTER SISTEMAS AUTOMOTIVOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

1.
GENERAL INFORMATION

Master Sistemas Automotivos Ltda. (“Company”) is a limited liability company established in Brazil with its head office and principal place of business at Rua Atílio Andreazza 3520, in Caxias do Sul, RS, and is a jointly controlled entity of Randon S.A. Implementos e Participações (“Randon”) and Meritor do Brasil Sistemas Automotivos Ltda. (“Meritor”) whereby Randon owns 51% and Meritor owns 49%. The Company was incorporated on April 24, 1986, having started its operations in April 1987, and is engaged in the development, manufacture, sale, assembly, distribution, import and export of movement control systems for buses, trailers and trucks and their parts and components.

The Company holds a 53.177% interest in Suspensys Sistemas Automotivos Ltda. (“Suspensys”), which has its registered office and principal place of business in Caxias do Sul, RS and is engaged in the manufacture and sale of air and mechanical suspension systems for trucks, buses and trailers, axles for trailers, third axles, hubs and drums for trucks, buses and trailers, and the provision of technical assistance services for its products.

Although the Company has a 53.177% equity interest in Suspensys, the Company does not have voting control due to the following factors:

Suspensys is jointly controlled as there is an agreement between Suspensys shareholders’ (the Company, Randon and Meritor) that Suspensys’ Consultative Board (i.e., governing body) is comprised of six members, which makes the significant decisions associated with Suspensys’ operations. Three members of the consultative board are elected by Randon and the other three by Meritor and all decisions need to be agreed by at least four board members.
In accordance with the articles of association, each matter discussed in Suspensys’ shareholders meeting are approved by at least 80% of the shareholders.

2.
PRESENTATION OF FINANCIAL STATEMENTS

The Company’s Financial Statements for the years ended on December 31, 2011, 2010 and 2009 have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB).

The Company adopted all rules, revision of rules, and interpretations issued by IASB and that are applicable for the year ended on December 31, 2011.

The summary of the principal accounting policies adopted by the Company is detailed in note 3.

The financial statements were approved by the Company’s executive committee and authorized for issue on May 28, 2012.

3.
SIGNIFICANT ACCOUNTING POLICIES

3.1
Basis of preparation

The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

3.2
Functional and presentation currency

The financial statements are presented in thousands of reais, which is the Company’s functional currency. All financial information presented in thousands of reais was rounded to the closest number.




11


3.3
Critical accounting judgments and key estimates and assumptions

In the application of accounting policies, Management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Significant assets and liabilities subject to these estimates and assumptions include the residual value and useful lives of property, plant and equipment, the allowance for doubtful debts, impairment of inventories, the realization of deferred taxes, and the provision for labor and social security risks. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period. Actual results may differ from these estimates due to uncertainties inherent in such estimates.

3.4
Revenue recognition

Revenue is recognized on an accrual basis.

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the Company; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Specifically, revenue from the sale of goods is recognized when goods are delivered and legal title is passed.

3.5
Foreign currencies

In preparing the Company’s financial statements, transactions in currencies other than the Company’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.

Exchange differences on monetary items are recognized in profit or loss in the period in which they arise.

3.6
Current and non-current assets

Cash and cash equivalents

Include cash on hand and in banks and short-term investments redeemable in up to 90 days from the investment date. Short-term investments are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These investments are carried at cost plus yield accrued through the end of the reporting period, which approximates their fair values.

Trade receivables

Trade receivables are recognized at the billed amount, including the related taxes and reduced to their present value at the end of the reporting period, when applicable.

Allowances for doubtful debts are recognized based on estimated irrecoverable amounts determined by reference to the Company’s past default experience and an analysis of the debtor’s current financial position.



12



Inventories

Inventories are stated at the lower of cost and net realizable value. Costs of inventories are determined under the weighted average cost method. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

The allowances for slow-moving or obsolete inventories are recognized when considered necessary by Management.

Investments in associates

An associate is an entity over which the Company has significant influence and that does not qualify as a subsidiary or a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The profit or loss, assets, and liabilities of associates are included in the financial statements by the equity method of accounting. Under the equity method of accounting, investments in associates are initially recognized at cost and subsequently adjusted for purposes of recognition of the Company’s share in profit or loss and other comprehensive income of an associate. When the Company’s share of losses of an associate exceeds its interest in the associate (including any long-term investment which, in substance, is included in the Company’s net investment in the associate), the Company discontinues recognizing its share of further losses. Further losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Company’s subsidiary conducts a transaction with an associate, the resulting profits or losses are recognized only proportionately to the interests held in the associate not related to the Company.

Property, plant and equipment

Carried at cost of acquisition, formation or construction, less accumulated depreciation and accumulated impairment losses. Properties in the course of construction are carried at cost. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Company's accounting policy (note 3.9). Such properties are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Land is not depreciated. For the other classes of property, plant and equipment, depreciation is calculated using the straight-line method at the rates mentioned in note 9, which take into consideration the estimated useful lives of assets. The estimated useful life and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of a property and equipment item is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Intangible assets

Intangible assets with finite useful lives that are acquired separately are carried at cost, less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

An intangible asset is derecognized on disposal or when no future economic benefits are expected from use. Gain or loss arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss when the asset is derecognized.


13




3.7
Impairment of tangible and intangible assets

At the end of each reporting period (or earlier when the need is identified), the Company reviews the carrying amount of its tangible and intangible assets to determine where there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, as long as the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years/periods. A reversal of an impairment loss is recognized immediately in profit or loss.

3.8
Discount to present value

Monetary assets and liabilities are discounted to present value when the effect is considered material in relation to the financial statements taken as a whole. The discount to present value is calculated based on an interest rate that reflects the timing and risk of each transaction.

Trade receivables are discounted to present value with a corresponding entry in sales revenue in the statement of income, and the difference between the present value of a transaction and the face value of the billing is considered as financial income and will be recognized based on the amortized cost and the effective long-term rate of the transaction.

The discount to present value of purchases is recorded in “trade payables” and “inventories”, and its realization has a corresponding entry in line item “financial expenses” over the term of their suppliers.

3.9
Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets.

Income on investments earned on the short-term investment of funds of specific borrowings not yet spent on the qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the year in which they are incurred.

3.10
Retirement benefit plan

The Company is the sponsor of a defined contribution plan with minimum guaranteed benefits and the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Actuarial gains and losses are immediately recognized in equity (in line item ‘Carrying value adjustments’) according to the available option in paragraph 93A IAS 19 - Employee Benefits.






14


3.11
Financial instruments

(a)Classification and measurement

The classification depends on the purpose for which the financial assets and liabilities were acquired or contracted. The Company’s management classifies its financial assets and liabilities at the time of initial contracting.

Loans and receivables measured at amortized cost
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade receivables and cash and cash equivalents) are measured at amortized cost using the effective interest method, less any impairment.

Financial liabilities measured at amortized cost
Borrowings are initially recognized, upon receipt of funds, net of transaction costs. They are subsequently measured at amortized cost. The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument.

3.12
Provisions

A provision is recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Provisions for the expected cost of warranty obligations are recognized at the date of sale of the relevant products, at Management's best estimate of the expenditure required to settle the Company's obligation.


3.13
Tax incentive (FUNDOPEM)

Government grants are recognized when there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received.

Subsidized loans, directly or indirectly provided by the Government, obtained at interest rates lower than market, are treated as government grants, measured at the difference between the amounts raised and the fair value of the borrowing calculated using market interest rates.

3.14
Income tax and social contribution

Current taxes
The provision for income and social contribution is based on the taxable profit for the year. Taxable profit differs from profit as reported in the statement of income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The provision for income tax and social contribution is calculated based on rates prevailing at the end of the reporting period (15% plus a 10% surtax on taxable profit exceeding R$ 20 per month for Income Tax and 9% on taxable profit for Social Contribution on Net Profit).

Deferred taxes
Deferred taxes are recognized on temporary differences at the end of each annual reporting period between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

15



The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred taxes for the period
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

3.15
Standards, interpretations and amendments to existing standards effective at December 31, 2011 which did not have a material impact on the Company’s financial statements.
Standard
Main requirements
Effective date
Improvements to IFRSs – 2010
Amendments to several standards.
Effective for annual periods beginning on or after January 1, 2011
Amendments to IFRS 1
Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters
Effective for annual periods beginning on or after July 1, 2010
Amendments to IAS 24
Related-party disclosures
Effective for annual periods beginning on or after January 1, 2011
Amendments to IFRIC 14
Prepayments of a minimum funding requirement
Effective for annual periods beginning on or after January 1, 2011
Amendments to IAS 32
Classification of rights issues
Effective for annual periods beginning on or after February 1, 2010
IFRIC 19
Extinguishing financial liabilities with equity instruments
Effective for annual periods beginning on or after July 1, 2010

3.16
Standards, interpretations and amendments to existing standards not yet effective and which were not early adopted by the Company

The following standards and amendments to existing standards have been issued by the IASB, and are mandatory for annual periods beginning on or after July 1, 2011. The Company is currently evaluating the impact, if any, of the new requirements on its consolidated financial statements resulting from these standards:


16


Standard
Main requirements
Effective date
IFRS 9 (as amended in 2010)
Financial instruments
Effective for annual periods beginning on or after January 1, 2015
Amendments to IFRS 1
Removal of fixed dates for first-time adopters

Effective for annual periods beginning on or after July 1, 2011
Amendments to IFRS 7
Disclosures - transfers of financial assets
Effective for annual periods beginning on or after July 1, 2011
Amendments to IAS 12
Deferred taxes - recovery of the underlying assets when an asset is measured using the fair value model in IAS 40
Effective for annual periods beginning on or after January 1, 2012
IAS 28 (revised in 2011) Investments in Associates and Joint Ventures
Revision of IAS 28 to include the amendments introduced by IFRSs 10, 11 and 12.
Effective for annual periods beginning on or after January 1, 2013
IAS 27 (revised in 2011) Separate Financial Statements
IAS 27 requirements related to consolidated financial statements are replaced by IFRS 10. The requirements for separate financial statements are maintained.
Effective for annual periods beginning on or after January 1, 2013
IFRS 10 Consolidated Financial Statements
Replaces the IAS 27 requirements applicable to consolidated financial statements and SIC 12. IFRS 10 provides a single consolidation model that identifies control as the basis for consolidation for all types of entities.
Effective for annual periods beginning on or after January 1, 2013
IFRS 11 Joint Arrangements
Eliminates the proportionate consolidation model for jointly controlled entities and maintains equity method model only. It also eliminates the concept of ‘jointly controlled assets’ and maintains only ‘jointly controlled operations’ and ‘jointly controlled entities’.
Effective for annual periods beginning on or after January 1, 2013
IFRS 12 Disclosure of Interests in Other Entities
Expands the current disclosure requirements in respect of entities, whether or not consolidated, where the entities have influence.
Effective for annual periods beginning on or after January 1, 2013
IFRS 13 Fair Value Measurement
Replaces and consolidates in a single standard all the guidance and requirements in respect of fair value measurement contained in other IFRSs. IFRS 13 defines fair value and provides guidance on how to measure fair value and requirements for disclosure relating to fair value measurement. However, it does not introduce any new requirement or amendment with respect to items to be measured at fair value, which remain as originally issued.
Effective for annual periods beginning on or after January 1, 2013

Amendments to IAS 19 Employee Benefits
Eliminates the corridor approach and requires recognition of actuarial gains and losses as other comprehensive income for pension plans and other long-term benefits in profit or loss, when earned or incurred, among other changes.
Effective for annual periods beginning on or after January 1, 2013
Amendments to IFRS 7
Introduces the requirement that information regarding offset financial assets be disclosed.
Effective for annual periods beginning on or after January 1, 2013
Amendments to IAS 32
Clarifies aspects and requirements regarding the offset of financial assets.
Effective for annual periods beginning on or after January 1, 2014
Amendments to IAS 1 Presentation of Financial Statements
Introduces the requirement that all items recognized in other comprehensive income be separated into and totaled as items that are and items that are not subsequently reclassified to profit or loss.
Effective for annual periods beginning on or after July 1, 2012
IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine
Clarifies the requirements to account for costs associated to the removal of surface mining waste, including when such stripping costs shall be recognized as an asset, how the asset is initially recognized, and subsequent measurements.
Effective for annual periods beginning on or after January 1, 2013


17


4.
CASH AND CASH EQUIVALENTS

Short-term investments refer to bank certificates of deposit (CDBs), linked to the variation of the interbank certificates of deposit rate (CDI). The yield on these short-term investments is as follows:
 
12/31/2011
 
12/31/2010
 
12/31/2009
 
 
 
 
 
 
Cash and banks
1,971

 
412

 
467

Cash in transit
2,751

 
1,708

 

Short-term investments:
 
 
 
 
 
CDB - 75.00% to 97.49% of CDI
2,006

 

 

CDB - 97.50% to 99.99% of CDI
64

 
87

 
33

CDB - 100.00% to 100.99% of CDI
3,465

 
25,309

 
10,079

CDB - 101.00% to 101.99% of CDI

 

 
1,547

CDB - 102.00% to 102.99% of CDI
36,643

 

 
521

CDB - 103.00% to 103.99% of CDI
5,531

 
6,413

 
9,475

CDB - 104.00% to 104.99% of CDI
2,565

 
35,927

 
30,540

CDB - 105.00% to 105.99% of CDI
46,016

 
35,417

 
5,418

CDB - 106.00% to 106.99% of CDI
7,043

 

 

 
103,333

 
103,153

 
57,613

Total
108,055

 
105,273

 
58,080


5.
TRADE RECEIVABLES

Trade receivables are as follows:
 
12/31/2011
 
12/31/2010
 
12/31/2009
Trade receivables from third parties – domestic
32,555

 
23,313

 
19,437

Trade receivables from third parties – foreign
1,814

 
49

 
748

Trade receivables from related parties – domestic
14,829

 
11,066

 
3,994

Trade receivables from related parties – foreign
7,059

 
3,878

 
6,641

Total
56,257

 
38,306

 
30,820


Trade receivables include amounts that are past due at the end of the reporting period for which the Company has not recognized an allowance for doubtful debts because there has not been a significant change in credit quality and the amounts are still considered recoverable, through negotiation with customers. The aging of past-due trade receivables for which no allowance for doubtful debts was recognized is as follows:
 
12/31/2011
 
12/31/2010
 
12/31/2009
1 to 30 days
16,815

 
4,231

 
6,157

31 to 60 days
1,302

 
1,400

 
455
61 to 90 days
739

 
281

 
617

91 to 180 days
512

 
477

 
345

Over 180 days
67

 
128

 
324

Past-due amounts
19,435

 
6,517

 
7,898

Current amounts
36,822

 
31,789

 
22,922

Total
56,257

 
38,306

 
30,820



18


To determine whether or not trade receivables are recoverable, the Company takes into consideration any change in the customer’s creditworthiness from the date the credit was originally granted to the end of the reporting period. The credit risk concentration is limited because the customer base is comprehensive and there is no relationship between customers. The Company does not hold any collateral or other credit enhancement over these receivables.

6.
RECOVERABLE TAXES

Recoverable taxes are as follows:
 
12/31/2011

 
12/31/2010

 
12/31/2009

 
 
 
 
 
 
Federal VAT (IPI)
286

 
59

 
66

State VAT (ICMS)
2,782

 
781

 
1,442

ICMS on purchases of property, plant and equipment
280

 
1,153

 
2,747

Tax on revenue (PIS)
282

 

 
21

PIS on purchases of property, plant and equipment
83

 
197

 
343

Tax on revenue (COFINS)
1,317

 

 
112

COFINS on purchases of property, plant and equipment
382

 
908

 
1,579

Total
5,412

 
3,098

 
6,310

 
 
 
 
 
 
Current
3,822

 
1,464

 
3,254

Non-current
1,590

 
1,634

 
3,056


Recoverable taxes in non-current assets comprise ICMS, PIS and COFINS on purchases of property, plant and equipment for which the realization, pursuant to current relevant legislation, occurs in 48 monthly installments. Of the ICMS balance, R$ 699 at December 31, 2009 refers to the purchase of ICMS credit balance from Randon S/A and will be offset pursuant to the schedule prepared by the Rio Grande do Sul State Finance Department. There are no balances at December 31, 2010 and 2011.

7.
INVENTORIES

Inventories comprise:
 
12/31/2011

 
12/31/2010

 
12/31/2009

Finished products
7,636

 
3,812

 
1,413

Work in process
11,449

 
9,585

 
6,372

Raw materials
27,478

 
13,673

 
13,677

Inventories in transit
875

 
1,266

 
1,176

Advances to suppliers
558

 
121

 
245

Imports in transit
1,923

 
1,911

 
1,247

Total
49,919

 
30,368

 
24,130


The cost of inventories recognized as expenses during the year related to continuing operations was R$ 422,807 (R$ 347,602 for the year ended December 31, 2010 and R$ 226,144 for the year ended December 31, 2009).

Management expects that these inventories will be recovered in a period shorter than twelve (12) months.




19


8.
INVESTMENTS – INVESTMENT IN ASSOCIATE

The movement in investment in associate Suspensys Sistemas Automotivos Ltda. is as follows:

 
12/31/2011
 
12/31/2010
 
12/31/2009
Opening balance
120,002

 
96,851

 
85,456

Interest on capital receivable
(6,457
)
 
(5,100
)
 
(4,592
)
Reversal of dividends

 

 
1,216

Dividends receivable

 
(10,102
)
 

Dividends received
(20,363
)
 
(4,995
)
 
(12,674
)
Equity in associate (a)
52,946

 
43,316

 
27,296

Other comprehensive income
(2
)
 
32

 
149

Closing balance
146,126

 
120,002

 
96,851


(a)As established in the associate agreement and ratified by the shareholders in the minutes of meeting for approval of the profit allocation, Randon S.A. – Implementos e Participações, also shareholder of Suspensys, is entitled to receive disproportionate dividends, in an amount corresponding to the Fundopem tax benefit received by Suspensys (which amounted R$ 11,763 in 2010 and R$ 13,013 in 2009), which was a VAT reduction received by Suspensys until October, 2010 (when the benefit expired).

The Company adjusted net income of each year to eliminate the impact of the tax incentive as detailed below:
 
12/31/2011
 
12/31/2010
 
12/31/2009
Suspensys’ net income
99,566

 
93,218

 
64,345

(Less) Disproportional dividend to Randon related to tax incentive

 
(11,763
)
 
(13,013
)
Basis for equity method
99,566

 
81,455

 
51,332

Master ownership on Suspensys
53.177
%
 
53.177
%
 
53.177
%
Equity in associate for the year
52,946

 
43,316

 
27,296


The summarized financial information on Suspensys Sistemas Automotivos is as follows:
 
12/31/2011
 
12/31/2010
 
12/31/2009
ASSETS
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
Cash and cash equivalents
132,773

 
177,575

 
112,087

Trade receivables
141,114

 
90,027

 
71,776

Inventories
72,272

 
53,292

 
53,217

Other current assets
10,170

 
6,078

 
12,388

Total current assets
356,329

 
326,972

 
249,468

 
 
 
 
 
 
NON-CURRENT ASSETS
 
 
 
 
 
Property, plant and equipment
134,610

 
124,714

 
121,405

Other non-current assets
17,062

 
8,265

 
4,049

Total non-current assets
151,672

 
132,979

 
125,454

Total assets
508,001

 
459,951

 
374,922


20


 
12/31/2011
 
12/31/2010
 
12/31/2009
LIABILITIES
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
Trade payables
52,139

 
35,654

 
48,915

Borrowings and financing
49,528

 
15,702

 
11,138

Dividends and interest on capital
10,321

 
37,022

 
4,174

Other current liabilities
32,888

 
26,042

 
18,355

Total current liabilities
144,876

 
114,420

 
82,582

NON-CURRENT LIABILITIES
 
 
 
 
 
Borrowings and financing
78,104

 
105,985

 
89,360

Deferred taxes
5,650

 
7,116

 
8,605

Other non-current liabilities
4,580

 
6,765

 
5,382

Total non-current liabilities
88,334

 
119,866

 
103,347

SHAREHOLDERS’ EQUITY
274,791

 
225,665

 
188,993

Total liabilities and shareholders’ equity
508,001

 
459,951

 
374,922

 
2011
 
2010
 
2009
INCOME STATEMENT
 
 
 
 
 
Net operating revenue
1,168,437

 
1,011,273

 
643,835

Cost of sales
(957,958
)
 
(839,460
)
 
(539,112
)
 
 
 
 
 
 
GROSS PROFIT
210,479

 
171,813

 
104,723

Operating expenses, net
(86,085
)
 
(53,646
)
 
(25,858
)
Finance income, net
15,953

 
5,924

 
2,787

PROFIT BEFORE TAXES
140,347

 
124,091

 
81,652

Income tax and social contribution
(40,781
)
 
(30,873
)
 
(17,307
)
NET PROFIT FOR THE YEAR
99,566

 
93,218

 
64,345


9.
PROPERTY, PLANT AND EQUIPMENT

 
12/31/2011
 
12/31/2010
 
12/31/2009
Cost
168,301

 
159,274

 
152,191

Accumulated depreciation
(78,704
)
 
(75,128
)
 
(68,406
)
 
89,597

 
84,146

 
83,785



21


 
Annual
depreciation
rate (%)
 
12/31/2011
 
12/31/2010
 
12/31/2009
 
 
Cost
 
Accumulated
depreciation
 
Net
 
Net
 

Net
 
 
 
 
 
 
 
 
 
 
 
 
Land
%
 
4,400

 

 
4,400

 
4,400

 
4,400

Buildings
1.69
%
 
28,015

 
(5,289
)
 
22,726

 
21,640

 
19,959

Machinery, equip. and molds
7.28
%
 
124,125

 
(69,076
)
 
55,049

 
52,406

 
55,549

Furniture and fixtures
9.53
%
 
6,162

 
(2,439
)
 
3,723

 
3,035

 
1,562

Vehicles
8.46
%
 
1,835

 
(1,219
)
 
616

 
767

 
937

Computer equipment
19.75
%
 
1,442

 
(681
)
 
761

 
358

 
273

Advances to suppliers
%
 

 

 

 
21

 
137

Property, plant and equipment in progress
%
 
2,322

 

 
2,322

 
1,519

 
968

Total
 
 
168,301

 
(78,704
)
 
89,597

 
84,146

 
83,785


a)
Movement in cost
 
Balances at
 
 
 
 
 
 
 
Balances at
 
1/1/2009
 
Additions
 
Disposals
 
Transfers
 
12/31/2009
 
 
 
 
 
 
 
 
 
 
Land
4,400

 

 

 

 
4,400

Buildings
16,026

 
456

 

 
7,910

 
24,392

Machinery, equip. and molds
110,121

 
2,966

 
(12
)
 
2,407

 
115,482

Furniture and fixtures
3,084

 
283

 

 
13

 
3,380

Vehicles
2,190

 
44

 

 

 
2,234

Computer equipment
1,117

 
81

 

 

 
1,198

Advances to suppliers
614

 
73

 

 
(550
)
 
137

Property, plant and equipment in progress
7,461

 
3,287

 

 
(9,780
)
 
968

Total
145,013

 
7,190

 
(12
)
 

 
152,191


22


 
Balance at
01/01/2010
 
Additions
 
Disposals
 
Transfers
 
Balance at
12/31/2010
 
 
 
 
 
 
 
 
 
 
Land
4,400

 

 

 

 
4,400

Buildings
24,392

 
667

 

 
1,422

 
26,481

Machinery, equip. and molds
115,482

 
4,033

 
(1,370
)
 
166

 
118,311

Furniture and fixtures
3,380

 
1,735

 
(41
)
 
221

 
5,295

Vehicles
2,234

 
95

 
(185
)
 
(231
)
 
1,913

Computer equipment
1,198

 
182

 
(46
)
 

 
1,334

Advances to suppliers
137

 

 

 
(116
)
 
21

Property, plant and equipment in progress
968

 
2,013

 

 
(1,462
)
 
1,519

Total
152,191

 
8,725

 
(1,642
)
 

 
159,274

 
 
 
 
 
 
 
 
 
 
 
Balance at
01/01/2011
 
Additions
 
Disposals
 
Transfers
 
Balance at
12/31/2011
 
 
 
 
 
 
 
 
 
 
Land
4,400

 

 

 

 
4,400

Buildings
26,481

 
1,015

 

 
519

 
28,015

Machinery, equip. and molds
118,311

 
9,461

 
(4,759
)
 
1,112

 
124,125

Furniture and fixtures
5,295

 
1,206

 
(303
)
 
(36
)
 
6,162

Vehicles
1,913

 
32

 
(110
)
 

 
1,835

Computer equipment
1,334

 
567

 
(459
)
 

 
1,442

Advances to suppliers
21

 

 

 
(21
)
 

Property, plant and equipment in progress (*)
1,519

 
2,377

 

 
(1,574
)
 
2,322

Total
159,274

 
14,658

 
(5,631
)
 

 
168,301

* The amount of R$ 2,322 recognized in property, plant and equipment in progress refers to a machine that after being installed will be lent to Endosul Pintura Automotiva Ltda. under a free-lease agreement.

b)
Movement in accumulated depreciation
 
Balances at
 
 
 
 
 
 
 
Balances at
 
1/1/2009
 
Additions
 
Disposals
 
Transfers
 
12/31/2009
 
 
 
 
 
 
 
 
 
 
Buildings
(4,164
)
 
(269
)
 

 

 
(4,433
)
Machinery, equip. and molds
(52,737
)
 
(7,205
)
 
9

 

 
(59,933
)
Furniture and fixtures
(1,544
)
 
(274
)
 

 

 
(1,818
)
Vehicles
(1,158
)
 
(139
)
 

 

 
(1,297
)
Computer equipment
(849
)
 
(76
)
 

 

 
(925
)
Total
(60,452
)
 
(7,963
)
 
9

 

 
(68,406
)

23


 
Balance at 01/01/2010
 
Additions
 
Disposals
 
Transfers
 
Balance at 12/31/2010
 
 
 
 
 
 
 
 
 
 
Buildings
(4,433
)
 
(408
)
 

 

 
(4,841
)
Machinery, equip. and molds
(59,933
)
 
(7,324
)
 
1,352

 

 
(65,905
)
Furniture and fixtures
(1,818
)
 
(371
)
 
38

 
(109
)
 
(2,260
)
Vehicles
(1,297
)
 
(118
)
 
160

 
109

 
(1,146
)
Computer equipment
(925
)
 
(96
)
 
45

 

 
(976
)
Total
(68,406
)
 
(8,317
)
 
1,595

 

 
(75,128
)
 
 
 
 
 
 
 
 
 
 
 
Balance at 01/01/2011
 
Additions
 
Disposals
 
Transfers
 
Balance at 12/31/2011
 
 
 
 
 
 
 
 
 
 
Buildings
(4,841
)
 
(451
)
 

 
3

 
(5,289
)
Machinery, equip. and molds
(65,905
)
 
(7,737
)
 
4,595

 
(29
)
 
(69,076
)
Furniture and fixtures
(2,260
)
 
(481
)
 
276

 
26

 
(2,439
)
Vehicles
(1,146
)
 
(96
)
 
23

 

 
(1,219
)
Computer equipment
(976
)
 
(151
)
 
446

 

 
(681
)
Total
(75,128
)
 
(8,916
)
 
5,340

 

 
(78,704
)
c)
Assets pledged as collateral

Machinery and equipment in the residual values of R$ 930 and R$ 1,360 (R$ 911 and R$ 1,048 in 2010) were pledged as collateral for the financing from the National Bank for Economic and Social Development (BNDES), by the Company and its associate Suspensys Sistemas Automotivos Ltda., respectively.

10.
INTANGIBLE ASSETS

 
Annual amortization rate
 


Balance at 01/01/2009
 
Additions
 
Balance at 12/31/2009
 
Additions
 
Balance at
12/31/2010
 
Additions
 
Balance at 12/31/2011
Software:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost
20
%
 
1,263

 
30

 
1,293

 
54

 
1,347

 
5

 
1,352

Accumulated amortization
 
 
(792
)
 
(157
)
 
(949
)
 
(135
)
 
(1,083
)
 
(109
)
 
(1,192
)
 
 
 
471

 
(127
)
 
344

 
(81
)
 
264

 
(104
)
 
160

Intangible assets in progress
 
 

 

 

 
4,154

 
4,154

 
5,863

 
10,017

 
 
 
471

 
(127
)
 
344

 
4,073

 
4,418

 
5,759

 
10,177


Intangible assets refer to software licenses and other expenses on the implementation of the Company’s new integrated management system (ERP), which was rolled-out in January 2012.

11.
BORROWINGS AND FINANCING

The purpose of the financing was the installation of plants, development of quality processes, import financing, and financing of imported machines. The financing was obtained from several Financial Institutions by means of funds raised by these institutions with the National Bank for Economic and Social Development (BNDES).




24


Borrowings and financing are as follows:
Type:
Annual financial charges
 
Payment frequency
 
Final maturity
 
12/31/2011
 
12/31/2010
 
12/31/2009
Working capital / exports
 
 
 
 
 
 
 
 
 
 
 
Advance of forex contract (ACC)
US dollar plus 2.90%
 
Monthly
 
09/2012
 
3,752

 

 

Bank Credit Note – Exin
4.50% to 9%
 
Monthly
 
11/2013
 
78,519

 
60,580

 
32,595

Financing
 
 
 
 
 
 
 
 
 
 
 
BNDES financing
TJLP plus 2.5% to 5%
 
Monthly
 
04/2013
 
6,973

 
12,202

 
18,377

FINEP
4% plus the amount exceeding 6% of TJLP
 
Monthly
 
12/2011
 

 
1,919

 
4,413

FINAME
4% to 5.5% plus the amount exceeding 6% of TJLP
 
Monthly
 
01/2011
 

 
12

 
495

FINAME
UMBNES (foreign currencies) plus 4%
 
Monthly
 
10/2010
 

 

 
144

FININP
US dollar plus LIBOR + 1% to 4.4%
 
Quarterly
 
12/2013
 
1,239

 
1,928

 
2,881

BNDES financing
US dollar plus 2.5% p.a.
 
Monthly
 
04/2013
 
653

 
1,011

 
1,508

FUNDOPEM – ICMS (a)
IPCA plus 3%
 
Monthly