(Commission File No. 1-14862 )
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ______ No ___X___
(A free translation of the original in Portuguese)
Braskem S.A.
Report of Independent Accountants
on the Limited Review of
Quarterly Information - ITR
at September 30, 2006
(A free translation of the original in Portuguese)
Report of Independent Accountants on the Limited Review
To the Board of Directors and Stockholders
Braskem S.A.
1 |
We have carried out limited reviews of the accounting information included in the Quarterly Information (ITR) of Braskem S.A. for the quarters and periods ended September 30 and June 30, 2006 and September 30, 2005. This information is the
responsibility of the Company's management. The limited reviews of the Quarterly Information (ITR) of the investees Petroflex Indústria e Comércio S.A. as of September 30 and June 30, 2006 and September 30, 2005, and Politeno
Indústria e Comércio as of September 30, 2005 representing investments which are recorded under the equity method, were conducted by other independent accountants. Our reviews, insofar as they relate to the amounts of these investments
at September 30 and June 30, 2006 in the amounts of R$ 61,124 thousand and R$ 59,317 thousand, respectively, and profit of R$ 3,059 thousand and R$ 42,201 thousand, respectively, for the nine-month periods ended September 30, 2006
and 2005, are based solely on the reports of the other independent accountants. |
2 |
Our reviews were carried out in accordance with specific standards established by the Institute of Independent Auditors of Brazil (IBRACON), in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and
discussions with management responsible for the accounting, financial and operating areas of the Company with regard to the main criteria adopted for the preparation of the quarterly information and (b) a review of the significant information and of
the subsequent events which have, or could have, significant effects on the Company's financial position and operations. |
3 |
Based on our limited reviews and on the reports of the other independent accountants on the limited reviews of the quarterly information, we are not aware of any material modifications that should be made to the quarterly information referred to
above in order that such information be stated in accordance with the accounting practices adopted in Brazil applicable to the preparation of quarterly information, consistent with the Brazilian Securities Commission (CVM) regulations. |
2
Braskem S.A. |
|
4 |
As described in Notes 17(c) and 21 to the Quarterly Information (ITR), Braskem S.A. and certain subsidiaries are parties to significant lawsuits which seek exemption from payment of social contribution on net income and a lawsuit regarding the
validity of Clause 4 of the Collective Labor Agreement of the Union of the Employees of Petrochemical, Chemicals, Plastics and Related Companies of the State of Bahia (SINDIQUÍMICA). Based on the opinion of its external legal advisors and
Company management, no material losses are expected from these disputes. Accordingly, the Quarterly Information (ITR) does not include any provisions to cover the possible effects of these lawsuits. |
5 |
Based on the decision of the Federal Supreme Court (STF), the management of the former indirect subsidiary OPP Química S.A., merged into Braskem S.A. in March 2003, recorded an Excise Tax (IPI) credit in the amount of R$ 1,030,125
thousand in the results for the year ended December 31, 2002. Although the National Treasury has filed an appeal of certain aspects of this decision and tax assessment notices have been raised, as described in Note 9(a), management has concluded,
based on the opinion of its legal advisors, that these cannot significantly alter the receivable recorded by the former subsidiary. |
6 |
As described in Notes 11, 12, and 13 to the Quarterly Information (ITR), the Company and some of its subsidiaries recognized goodwill on the acquisition of investments based on the fair values of fixed assets and the expected future profitability of
the investees. These goodwill balances are being amortized in accordance with the period of return defined in the independent valuation reports and the financial projections prepared by management. The maintenance of the goodwill balances and the
current amortization criteria will depend upon the realization of the projected cash flows and income and expenses used by the valuers in determining the fair values, as well as the future profitability of the investments. |
7 |
At September 30, 2006, the Company has a recoverable Value-Added Tax on Sales and Services (ICMS) balance, in the amount of R$ 638,787 thousand (June 30, 2006 - R$ 586,856 thousand), whose realization is dependent on the implementation of
the actions described in Note 9(b) to the Quarterly Information (ITR). |
3
Braskem S.A. |
|
8 |
Our reviews were conducted for the purpose of issuing a report on the limited review of the Quarterly Information (ITR), referred to in the first paragraph, taken as a whole. The statement of cash flows, presented in the Quarterly Information (ITR)
to provide supplementary information about the Company, is not a required part of the Quarterly Information (ITR). This information has been subjected to the review procedures described in paragraph 2 and we are not aware of any material
modifications that should be made to this statement in order for it to be fairly presented in all material respects in relation to the quarterly information taken as a whole. |
Salvador, October 30, 2006 |
|
PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 "F" BA |
|
Marco Aurélio de Castro e Melo Contador CRC 1SP153070/O-3 "S" BA |
|
4
Braskem S.A. | ||||
Balance Sheets at September 30, 2006 and June 30, 2006 | ||||
In thousands of reais | ||||
Parent company | ||||
Assets | 9/30/2006 | 6/30/2006 | ||
(Unaudited) | (Unaudited) | |||
Current assets | ||||
Cash and cash equivalents | 971,162 | 915,217 | ||
Marketable securities | 862,755 | 536,844 | ||
Trade accounts receivable | 1,000,668 | 1,058,597 | ||
Inventories | 1,318,187 | 1,426,759 | ||
Taxes recoverable | 336,648 | 331,377 | ||
Deferred income tax | 19,573 | 19,573 | ||
Insurance indemnifications | 20,595 | 14,642 | ||
Prepaid expense | 42,452 | 26,303 | ||
Advances to suppliers | 50,229 | 56,902 | ||
Other accounts receivable | 49,467 | 47,996 | ||
4,671,736 | 4,434,210 | |||
Long-term receivables | ||||
Marketable securities | 83,790 | 83,158 | ||
Trade accounts receivable | 54,985 | 25,051 | ||
Inventories | 21,464 | 41,306 | ||
Taxes recoverable | 630,562 | 597,572 | ||
Deferred income tax | 376,028 | 389,013 | ||
Judicial deposits and compulsory loans | 107,484 | 95,365 | ||
Related parties | 175,201 | 125,033 | ||
Other accounts receivable | 52,551 | 24,073 | ||
1,502,065 | 1,380,571 | |||
Permanent assets | ||||
Investments | ||||
Associated companies |
25,172 | 24,717 | ||
Subsidiaries and jointly-controlled entities | 1,692,413 | 1,738,512 | ||
Other investments |
9,743 | 8,368 | ||
Property, plant and equipment | 6,027,675 | 5,765,085 | ||
Deferred charges | 1,409,480 | 1,491,735 | ||
9,164,483 | 9,028,417 | |||
Total assets | 15,338,284 | 14,843,198 | ||
5
Balance Sheets at September 30, 2006 and June 30, 2006 | ||||
In thousands of reais | (continued) |
|||
Parent company |
||||
Liabilities and shareholders' equity | 9/30/2006 | 6/30/2006 | ||
(Unaudited) | (Unaudited) | |||
Current liabilities | ||||
Suppliers | 2,713,853 | 2,560,832 | ||
Loans and financing | 606,151 | 940,540 | ||
Debêntures | 1,135,050 | 7,469 | ||
Salaries and social charges | 119,405 | 92,831 | ||
Taxes, charges and contributions | 82,411 | 108,023 | ||
Dividends and interest on capital payable | 3,283 | 3,516 | ||
Advances from customers | 11,952 | 11,620 | ||
Other accounts payable | 50,824 | 36,676 | ||
4,722,929 | 3,761,507 | |||
Long-term liabilities | ||||
Suppliers | 23,129 | 26,954 | ||
Loans and financing | 3,402,736 | 3,154,566 | ||
Debêntures | 1,100,000 | 1,665,994 | ||
Taxes, charges and contributions | 1,449,325 | 1,414,969 | ||
Deferred taxes and contributions | 8,083 | 8,231 | ||
Related parties | 10,644 | 12,442 | ||
Provisions for loss on investments | 9,278 | 9,196 | ||
Private pension plans | 58,554 | 58,554 | ||
Long term incentives | 1,810 | 3,532 | ||
Other accounts payable | 73,268 | 66,276 | ||
6,136,827 | 6,420,714 | |||
Deferred income | ||||
Negative goodwill on the purchase of investments | 22,204 | 23,353 | ||
Shareholders' equity | ||||
Paid-up capital | 3,508,272 | 3,508,272 | ||
Capital reserves | 403,844 | 400,572 | ||
Treasury stock | (137,163) | (58,873) | ||
Revenue reserves | 849,217 | 849,217 | ||
Accumulated losses | (167,846) | (61,564) | ||
4,456,324 | 4,637,624 | |||
Total liabilities and shareholders' equity | 15,338,284 | 14,843,198 | ||
The accompanying notes are an integral part of this financial information. |
6
Statement of Operations | ||||||||
In thousands of reais | ||||||||
Parent company | ||||||||
7/1/2006 to | 1/1/2006 to | 7/1/2005 to | 1/1/2005 to | |||||
9/30/2006 | 9/30/2006 | 9/30/2005 | 9/30/2005 | |||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||
Gross Sales | ||||||||
Domestic market | 3,270,728 | 9,019,441 | 3,105,963 | 9,508,870 | ||||
Foreign market | 716,646 | 1,750,686 | 584,819 | 2,000,603 | ||||
Deductions from gross Sales | (928,332) | (2,572,561) | (922,349) | (2,750,002) | ||||
Net sales revenues | 3,059,042 | 8,197,566 | 2,768,433 | 8,759,471 | ||||
Cost of sales and/or services rendered | (2,592,517) | (7,136,516) | (2,378,234) | (7,019,000) | ||||
Gross profit | 466,525 | 1,061,050 | 390,199 | 1,740,471 | ||||
Operating (expenses) income | ||||||||
Selling | (64,771) | (186,335) | (57,462) | (171,670) | ||||
General and administrative | (114,275) | (331,568) | (108,273) | (325,976) | ||||
Equity accounting | 4,668 | 92,227 | 19,038 | 73,830 | ||||
Equity in the results of investees | 27,775 | 116,767 | 54,283 | 127,339 | ||||
Amortization of (goodwill) negative goodwill, net | (23,647) | (38,001) | (39,215) | (122,970) | ||||
Exchange variation | 540 | 4,701 | 7,648 | 30,270 | ||||
Reversal of provision for losses of subsidiaries | 6,469 | (3,610) | 41,101 | |||||
Other | 2,291 | (68 ) | (1,910) | |||||
Depreciation and amortization | (93,114) | (277,271) | (79,925) | (285,734) | ||||
Financial expenses | (328,629) | (607,607) | (28,134) | 35,928 | ||||
Financial income | 31,777 | 20,259 | (87,525) | (220,758) | ||||
Other operating income , net | 5.181 | 110.473 | 17.454 | 37.594 | ||||
Operating profit (loss) | (92,638) | (118,772) | 65,372 | 883,685 | ||||
Non-operating income (loss), net | (808) | 1,592 | (6) | (16,858) | ||||
Income (loss) before tax | (93,446) | (117,180) | 65,366 | 866,827 | ||||
Provision for income tax and social contribution | 1 | (88) | 3,767 | (49,968) | ||||
Deferred Income Tax | 28,385 | 114,311 | (21,163) | (141,092) | ||||
Net income (loss) for the period | (65,060) | (2,957) | 47,970 | 675,767 | ||||
The accompanying notes are an integral part of this financial information. |
7
Consolidated Balance Sheets at September 30, 2006 and June 30, 2006 | ||||
In thousands of reais |
||||
Consolidated |
||||
Assets | 9/30/2006 | 6/30/2006 | ||
(Unaudited) | (Unaudited) | |||
Current assets | ||||
Cash and cash equivalent | 1,213,319 | 1,211,165 | ||
Marketable securities | 543,047 | 250,260 | ||
Trade accounts receivable | 1,782,391 | 1,753,291 | ||
Inventories | 1,653,887 | 1,730,158 | ||
Taxes recoverable | 451,829 | 427,898 | ||
Deferred income tax and social contribution | 19,788 | 19,890 | ||
Insurance indemnifications | 20,595 | 14,642 | ||
Advanced to suppliers | 53,663 | 60,751 | ||
Prepaid expenses | 46,074 | 31,178 | ||
Related parties | 57 | 174 | ||
Other accounts receivable | 73,096 | 60,741 | ||
5,857,746 | 5,560,148 | |||
Long-term receivables | ||||
Marketable securities | 1,379 | 1,096 | ||
Trade accounts receivable | 58,450 | 34,018 | ||
Inventories | 21,464 | 41,306 | ||
Taxes recoverable | 846,076 | 788,797 | ||
Deferred income tax | 393,460 | 405,948 | ||
Judicial deposits and compulsory loans | 111,742 | 98,201 | ||
Related parties | 47,005 | 61,101 | ||
Other accounts receivable | 62,124 | 32,917 | ||
1,541,700 | 1,463,384 | |||
Permanent assets | ||||
Investments | ||||
Associated companies |
25,172 | 24,717 | ||
Jointly-controlled entities |
8,613 | 8,614 | ||
Other investments |
14,343 | 14,329 | ||
Property, plant and equipment | 6,683,515 | 6,474,167 | ||
Deferred charges | 1,908,073 | 2,015,847 | ||
8,639,716 | 8,537,674 | |||
Total assets | 16,039,162 | 15,561,206 | ||
8
Consolidated Balance Sheets at September 30, 2006 and June 30, 2006 | ||||
In thousands of reais | (continued) | |||
Consolidated |
||||
Liabilities and shareholders' equity | 9/30/2006 | 6/30/2006 | ||
(Unaudited) | (Unaudited) | |||
Current liabilities | ||||
Suppliers | 2,633,345 | 2,577,806 | ||
Loans and financing | 668,236 | 1,183,696 | ||
Debêntures | 1,362,978 | 7,848 | ||
Salaries and payroll charges | 146,024 | 113,291 | ||
Taxes, charges and contributions | 111,282 | 141,092 | ||
Income tax and social contribution | 62,438 | 53,930 | ||
Dividends and interest on capital payable | 4,403 | 4,234 | ||
Advances from customers | 13,847 | 13,230 | ||
Related parties | 505 | 1,698 | ||
Insurance premiums payable | 679 | 553 | ||
Other accounts payable | 79,566 | 62,085 | ||
5,083,303 | 4,159,463 | |||
Long-term liabilities | ||||
Suppliers | 23,129 | 26,954 | ||
Loans and financing | 3,688,062 | 3,449,108 | ||
Debêntures | 1,132,191 | 1,698,185 | ||
Taxes, charges and contributions | 1,470,748 | 1,428,336 | ||
Deferred income tax | 13,138 | 10,075 | ||
Related parties | 4,896 | 4,407 | ||
Provision for loss on investments | 9,278 | 9,196 | ||
Private pension plans | 64,816 | 64,686 | ||
Long term incentives | 1,810 | 3,532 | ||
Other accounts payable | 98,295 | 75,574 | ||
6,506,363 | 6,770,053 | |||
Deferred income | ||||
Negative goodwill on the purchase of investments | 104,958 | 106,106 | ||
Minority interests | 21,294 | 21,412 | ||
Shareholders' equity | ||||
Paid-up capital | 3,508,272 | 3,508,272 | ||
Capital reserves | 403,841 | 400,569 | ||
Treasury stock | (198,164) | (119,873) | ||
Revenue reserves | 750,992 | 770,649 | ||
Accumulated losses | (141,697) | (55,445) | ||
4,323,244 | 4,504,172 | |||
Total liabilities and shareholders' equity | 16,039,162 | 15,561,206 | ||
The accompanying notes are an integral part of this financial information. |
9
Statement of Operations | ||||||||
In thousands of reais | ||||||||
Consolidated | ||||||||
7/1/2006 to | 1/1/2006 to | 7/1/2005 to | 1/1/2005 to | |||||
9/30/2006 | 9/30/2006 | 9/30/2005 | 9/30/2005 | |||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||
Gross Sales | ||||||||
Domestic market | 3,679,541 | 10,104,147 | 3,463,828 | 10,568,346 | ||||
Foreign market | 1,017,076 | 2,561,599 | 690,453 | 2,320,957 | ||||
Deductions from gross Sales | (1,004,844) | (2,788,263) | (993,639) | (3,006,337) | ||||
Net sales revenues | 3,691,773 | 9,877,483 | 3,160,642 | 9,882,966 | ||||
Cost of sales and/or services rendered | (3,081,817) | (8,423,212) | (2,675,007) | (7,750,033) | ||||
Gross profit | 609,956 | 1,454,271 | 485,635 | 2,132,933 | ||||
Operating (expenses) income | ||||||||
Selling | (89,328) | (252,013) | (64,541) | (222,259) | ||||
General and administrative | (141,428) | (401,703) | (122,819) | (372,471) | ||||
Equity accounting | (17,445) | (5,209) | (27,674) | (71,193) | ||||
Equity in the results of investees | 4,428 | 15,786 | 8,001 | 30,150 | ||||
Amortization of (goodwill) negative goodwill, net | (22,674) | (35,083) | (38,144) | (114,279) | ||||
Exchange variation | 447 | 229 | 908 | 12,549 | ||||
Other | 354 | 13,859 | 1,561 | 387 | ||||
Depreciation and amortization | (99,827) | (285,128) | (76,428) | (274,600) | ||||
Financial expenses | (394,949) | (792.506) | (44.087) | (43.447) | ||||
Financial income | 54,498 | 102,137 | (83,782) | (208,777) | ||||
Other operating income , net | 23,744 | 142,739 | 19,174 | 36,651 | ||||
Operating profit (loss) | (54,779) | (37,412) | 85,478 | 976,837 | ||||
Non-operating income (loss), net | (312) | 1,184 | 825 | (15,600) | ||||
Income (loss) before income tax and social | ||||||||
contribution | (55,091) | (36,228) | 86,303 | 961,237 | ||||
Provision for income tax and social contribution | (18,873) | (59,800) | (14,124) | (134,881) | ||||
Deferred income tax and social contribution | 28,836 | 119,862 | (21,199) | (140,971) | ||||
Income before minority interests | (45,128) | 23,834 | 50,980 | 685,385 | ||||
Minority interests | 98 | (644) | 355 | (282) | ||||
Net income (loss) for the period | (45,030) | 23,190 | 51,335 | 685,103 | ||||
The accompanying notes are an integral part of this financial information. |
10
1 Operations
(a) Braskem S.A. ("Braskem" or the "Company"), with headquarters at Camaçari - BA, and 14 production units located in the States of Alagoas, Bahia, São Paulo and Rio Grande do Sul, engages in the production of basic petrochemicals such as ethene, propene, benzene, and caprolactam, in addition to gasoline and and LPG (cooking gas). The thermoplastic resine segment includes polyethilene, polypropilene, PVC and Polyethilene Teraphtalate ("PET"). The Company also engages in the import and export of chemicals, petrochemicals, fuels, as well as the production and supply of utilities such as steam, water, compressed air and electric power to the companies in the Camaçari Petrochemical Complex in Bahia, and the rendering of services to those companies. The Company also invests in other companies, either as a partner or shareholder.
The Company operations are organized into four business units: Basic Petrochemicals, Polyolefins, Vynils and Business Development. Each unit is responsible for managing its full business cycle.
(b) Corporate reorganization
Since its inception on August 16, 2002, the Company has undergone a major corporate restructuring process, disclosed to the market through material event notices. The main recent events can be summarized as follows:
. The Extraordinary General Meeting held on March 31, 2005 approved the merger of the subsidiary Odequi into the Company, based on the book value of stockholders' equity at December 31, 2004, in the amount of R$ 1,340,749, according to appraisal report issued by independent experts. Odequi's equity variations during the 1st quarter of 2005 were taken to the statement of income of Braskem, as equity in the earnings.
. On April 29, 2005, as disclosed in a Relevant Event notice, Odebrecht S.A. ("Odebrecht"), Nordeste Química S.A. ("NORQUISA"), ODBPAR Investimentos S.A. and Petrobras Química S.A ("Petroquisa") executed the Second Amendment to Braskem Shareholders' Agreement, with the Company and Petróleo Brasileiro S.A. - Petrobras ("PETROBRAS"), as intervening parties. Under this amendment, Petroquisa was granted an option to increase its share in the voting capital of the Company by up to 30%, through the subscription of new shares in the following companies: (i) petrochemical companies located in the Petrochemical Complex at Triunfo, State of Rio Grande do Sul, and (ii) other petrochemical companies considered by the Company as strategic. On March 31, 2006, as there was no consensus on the previously agreed-upon terms and conditions, Petroquisa chose not to exercise the option to increase its percentage holding in the voting capital of the Company.
11
. On April 25, 2005, the capital of Braskem Incorporated Limited ("Braskem Inc") was increased by the Company in the amount of US$ 40,000 thousand (equal to R$ 101,400), from US$ 95 thousand to US$ 40,095 thousand, with the issue of 40,000,000 quotas. The capitalization was carried out through cash contributions. This transaction gave rise to: (i) goodwill of R$ 6,579, fully amortized in the income for the year due to the lack of economic justification; and (ii) reversal of the provision for losses on the investee, for the same amount of amortized goodwill.. At a meeting held on June 22, 2005, the Boards of Directors of the Company and Petroquisa approved capital expenditures of US$ 356 million to build a plant for the production of polypropilene at Paulínia, São Paulo. The investment will be made by the joint venture formed at the time of the organization of Petroquímica Paulínia S.A. ("Petroquímica Paulínia"), on September 16, 2005.
. On October 18, 2005, the Company sold to Braskem Distribuidora Ltda. ("Braskem Distribuidora") 900,000 shares in Braskem Cayman Limited ("Cayman"), representing 100% of its capital, for the book value of R$ 174,696.
. On November 30, 2005, the Company increased the capital of Braskem Distribuidora from R$ 3,542 to R$ 316,490, by the realization of credits held by the Company with the subsidiary, in the amount of R$ 312,948. The Company recorded goodwill of R$ 223,467 on this transaction, fully amortized in income for the year, due to lack of economic justification.
. On April 4, 2006, as disclosed in a "Communication to the Market", Braskem acquired from Suzano Petroquímica, Sumitomo Chemical and Itochu Corporation 100% of the common and preferred shares in Politeno Indústria e Comércio S.A. ("Politeno") held by those companies. Braskem now holds 100% of the voting capital and 96.16% of the total capital of Politeno, a company located in the Northeast Petrochemical Complex, with an annual production capacity of 360 thousand metric tons of polyethilene. The initial amount paid by Braskem was R$ 237.5 million, equal to US$ 111.3 million, of which US$ 60.6 million was paid to Suzano Petroquímica and US$ 50.7 million to the other stockholders. This portion gave rise to a negative goodwill of R$ 73,404, subject to change upon determination of the final amount of the acquisition.
The final amount to be paid by the stock so acquired will be computed based on Politeno's average performance over the 18 months subsequent to the execution of the purchase and sale agreement, in accordance with the difference between the prices of polyethilene and ethylene in the Brazilian market. Under the purchase and sale agreement, the value of Politeno's average performance will be determined at the end of 18 months, in November 2007, and audited by an independent firm.
12
. The Extraordinary General Meeting held on May 31, 2006 approved the merger of Polialden Petroquímica S.A. ("Polialden") into the Company, based on the book value of stockholders' equity as of March 31, 2006, in the amount of R$ 289,941. The exchange ratio of Polialden shares for Braskem shares was determined based on the book value of stockholders' equity of the companies, at market values, as of March 31, 2006, according to appraisal reports issued by independent experts.
Polialden shares held by third parties were replaced with class "A" preferred shares in the Company at the ratio of 33.62 shares in the Company for each 1,000 shares in Polialden, which corresponds to a 6.76% increase on the replacement ratio derived from the Appraisal Reports of the Market Value of Stockholders' Equity, as shown below:Braskem |
Polialden | |||
Current number of shares issued | 362,523,521 | 645,253,380 | ||
Book value of stockholders' equity (in R$) | 4,650,559,014.63 | 289,940,899.44 | ||
Value per share based on the book value of stockholders' equity | ||||
(in R$) | 12.828 | 0.449 | ||
Market value of stockholders' equity (in R$) | 8,202,482,686.96 | 459,721,902.03 | ||
Value per share based on the market value of stockholders' | ||||
equity (in R$) | 22.626 | 0.713 | ||
Exchange ratio - market value of stockholders' equity | 31.49 | 1,000 | ||
Exchange ratio of replacement of Polialden preferred stock with | ||||
Braskem class A preferred stock under the merger | 33.62 | 1,000 |
The balance of goodwill as of the merger date, R$ 337,328, justified based on future profitability, was transferred to deferred assets.
13
Upon the merger of Polialden, the Company capital was increased by R$105,304, through the issue of 7,878,725 class "A" preferred shares, totaling R$ 3,508,272, comprising 123,492,142 common, 246,107,138 class A, and 803,066 class B preferred shares (Note 20(a)). Such shares will be entitled to fully participate in the net income for the current year.
. The Extraordinary Stockholders' Meeting held on July 20, 2006 approved a proposal to absorb the net assets spun off from Companhia Alagoas Industrial - CINAL, a wholly-owned subsidiary.
Pursuant to the Valuation Report of CINAL's Stockholders' Equity issued by independent experts as of March 31, 2006, the book value of the spun-off assets assigned to Braskem is R$ 58,212. Equity variations between the transaction base date and the spin-off approval date were recognized by the Company as equity in the results. As a result of the spin-off, the capital of CINAL was reduced by R$ 58,212 and 57,657,265 preferred shares were cancelled.
. At a meeting held on September 29, 2006, the Board of Directors of the Company approved the formation of an entity in Holland, named Braskem Europe B.V. ("Braskem Europa"), organized as a limited liability company, with the Company holding 100% of the capital. Braskem's base in Europe, which will also include a distribution center in Antwerp, Belgium, is intended to provide better services to local customers and enable the development of new markets, in particular for higher value-added products, in addition to increasing the profitability of exports to Europe, as no trader services will be required.
The Company and its subsidiaries, as participants in the corporate reorganization process, may be affected by economic and/or corporate aspects as a result of the outcome of this process.
(c) Administrative Council for Economic Defense - CADE
On September 14, 2005, CADE approved by unanimous vote, with no restrictions, the change in control of the Company, which in 2002 had given rise to a notice of potential economic concentration.
On July 19, 2006, CADE approved, by unanimous vote, the acquisition of Politeno by the Company (Note 1(b)), on the grounds that the relevant market for the petrochemical industry has international scope and therefore the transaction does not represent a threat to competition.
(d) Corporate governance
Braskem enrolled in Level 1 of Differentiated Corporate Governance of Bovespa, which mainly commits the Company to improvements in providing information to the market and in the dispersion of shareholdings. The Company intends to reach Level 2 of Bovespa's Corporate Governance in due time.
14
2 Presentation of the Financial Statements
The financial statements were prepared in accordance with the accounting practices adopted in Brazil and also in compliance with the standards and procedures determined by the Brazilian Securities Commission (CVM).
To improve the presentation of, and comparison between, the financial statements of the Company, the consolidated statement of income for the period ended September 30, 2005 was adjusted to reflect the proportional consolidation of Petroflex Indústria e Comércio S.A.
("Petroflex") and the elimination of the proportional consolidation of Companhia de Desenvolvimento Rio Verde ("CODEVERDE").
3 Significant Accounting Policies
(a) Use of estimates
In the preparation of the financial statements, it is necessary to use estimates to record certain assets, liabilities and transactions. The financial statements of the Company and its subsidiaries include, therefore, various estimates regarding the selection of the useful lives of property, plant and equipment, deferred charges amortization periods, as well as provisions for contingencies, income tax and other similar amounts. Actual results may differ from the estimates.
(b) Determination of results of operations
Sales revenues are recognized when the risk and product title are transferred to customers. This transfer occurs when the product is delivered to customers or carriers, depending on the type of sales.
The provisions for income tax and Value-Added Tax on Sales and Services (ICMS) are recorded gross of the tax incentive portions, with the amounts related to tax exemption and reduction recorded in capital reserve.
In accordance with the requirements of CVM Deliberation 273 and Instruction 371, the deferred income tax is stated at probable realizable value, expected to occur as described in Note 17(b).
Monetary and foreign exchange variations on assets and liabilities are classified in "Financial income" and "Financial expenses", respectively.
15
The Company recognizes in financial results for the period the market value of derivative contracts relating to the realization of cash flows and liabilities indexed to foreign currency or international interest rates.
Earnings (loss) per share is calculated based on the number of outstanding shares at the end of the period.
(c) Current assets and long-term receivables
Cash and cash equivalents comprise primarily cash deposits and marketable securities or investments maturing within 90 days (Note 4).
Marketable securities are valued at the lower of cost or market, including accrued income earned to the balance sheet date. Derivative instruments are valued at their estimated fair values, based on market quotations for similar instruments with respect to future exchange and interest rates.
The allowance for doubtful accounts is set up at an amount considered sufficient to cover estimated losses on the realization of the receivables, taking into account the Company's loss experience. To determine doubtful accounts the Company analyzes, on a monthly basis, the amounts and characteristics of trade accounts receivable.
Inventories are stated at average purchase or production cost, which is lower than replacement cost or realization value. Imports in transit are stated at the accumulated cost of each import. Inventories of maintenance materials ("Warehouse") are classified in current assets or long-term receivables, considering their history of consumption.
Deferred income tax is recognized upon favorable scenarios for its realization. Periodically, the amounts recorded are reassessed in accordance with CVM Deliberation 273/98 and CVM Instruction 371/02.
Judicial deposits are stated net of the related contingent liabilities.
Other assets are shown at realizable values, including, where applicable, accrued income and monetary variations, or at cost in the case of prepaid expenses.
(d) Permanent assets
These assets are stated at cost plus restatements for inflation through December 31, 1995 considering the following:
16
. investments in subsidiaries, jointly-controlled entities and associated companies are accounted for on the equity method, plus/less unamortized goodwill/negative goodwill. Goodwill is calculated as the difference between the amount paid and the book value of net assets acquired. Goodwill is based on the expected future profitability of the investees and appreciation of the assets, and is amortized over a period of up to 10 years. Goodwill in merged companies is transferred to property, plant and equipment and deferred charges, when based on asset appreciation and future profitability of the investees, respectively. Other investments are carried at the cost of acquisition;
. interests in foreign subsidiaries are valued under the equity accounting method and foreign exchange variances on equity is recorded in a separate account under operating profits. Balance sheet and income statement accounts are converted into Brazilian currency at the exchange rates ruling as of the financial statement date, according to CVM Deliberation 28/86;
. property, plant and equipment is shown at acquisition or construction cost and, as from fiscal year 1997, includes capitalized interest incurred during the construction period. Capitalized interest is added to the assets and depreciated as from the time they become operational;
. depreciation of property, plant and equipment is recorded on the straight-line basis at the rates mentioned in Note 12;
. amortization of deferred charges is recorded over a period of up to ten years, as from the time benefits begin to accrue;
. as from January 2006, in accordance with IBRACON (Brazilian Institute of Independent Auditors) Technical Interpretation 01/2006, the Company records all programmed maintenance shutdown expenses in property, plant and equipment, as "Machinery, equipment and facilities". Such stoppages occur at scheduled intervals from two to six years and the related expenses are amortized until the beginning of the next maintenance shutdown (Note 12).
(e) Current and long-term liabilities
These are stated at known or estimated amounts, including accrued charges and monetary and exchange adjustments, as applicable.
The provision for loss in subsidiaries is recorded based on the net capital deficiencies (excess of liabilities over assets) of these companies, and is recorded as a long-term liability against the equity results.
17
Defined-benefit pension plans are accounted for based on the calculations made by independent actuaries, which in turn are based on assumptions provided by the Company.
The provisions are recorded based on: (i) current legislation (even when management believes that this legislation may be considered unconstitutional); (ii) the need to eliminate contingent gains upon credit offsetting resulting from litigation; and (iii) estimated payments of indemnities considered probable.
(f) Deferred income
Deferred income includes negative goodwill of merged companies, supported by the expected future profitability.
(g) Consolidated financial statements
The consolidated financial statements were prepared in accordance with the consolidation principles set forth in the Brazilian corporate law and supplementary provisions of CVM and include the financial statements of the Company and its subsidiaries, jointly-controlled entities, and Special Purpose Companies (Entidades de Propósito Específico - "EPEs") in which the Company has direct or indirect share or management control, as shown below:
Interest in total capital | ||||||||
- % | ||||||||
Head office | Sep/2006 | Jun/2006 | ||||||
Subsidiaries | ||||||||
Braskem Argentina | (i) | Argentina | 98.00 | 98.00 | ||||
Braskem America Inc. ("Braskem America") | USA | 100.00 | 100.00 | |||||
Braskem Distribuidora | Brazil | 100.00 | 100.00 | |||||
Braskem Europa | (ii) | Holland | 100.00 | |||||
Braskem Incorporated | Cayman Islands | 100.00 | 100.00 | |||||
Braskem Participações S.A. ("Braskem Participações") | Brazil | 100.00 | 100.00 | |||||
Companhia Alagoas Industrial - ("CINAL") | Brazil | 100.00 | 100.00 | |||||
CPP - Companhia Petroquímica Paulista ("CPP") | Brazil | 79.70 | 79.70 | |||||
Politeno | Brazil | 96.16 | 96.16 | |||||
Tegal Terminal de Gases Ltda. ("Tegal") | Brazil | 95.83 | 95.83 | |||||
Jointly-controlled entities | (iii) | |||||||
CETREL S.A. - Empresa de Proteção Ambiental ("CETREL") | (iv) | Brazil | 49.03 | 49.03 | ||||
Companhia Petroquímica do Sul ("COPESUL") | Brazil | 29.46 | 29.46 | |||||
Petroflex | Brazil | 20.12 | 20.12 | |||||
Petroquímica Paulínia | (v) | Brazil | 60.00 | 60.00 | ||||
Special-purpose entities | (vi) | |||||||
Chemical Fundo de Investimento em Direitos Creditórios | ||||||||
("Fundo Chemical") | (vii) | Brazil | 12.00 | 12.94 | ||||
Chemical Fundo de Investimento em Direitos Creditórios | ||||||||
("Fundo Chemical II") | (vii) | Brazil | 9.97 | 9.97 | ||||
Fundo Parin | Guernsey | 100.00 | 100.00 | |||||
Sol-Fundo de Aplicação em Cotas de Fundos de Investimentos | ||||||||
("FIQ Sol") | Brazil | 100.00 | 100.00 | |||||
Direct subsidiary of Braskem Participações | ||||||||
Investimentos Petroquímicos Ltda. ("IPL") | (viii) | Brazil | 100.00 | |||||
Direct subsidiary of Copesul | ||||||||
COPESULInternational Trading Inc. | Bahamas | 100.00 | 100.00 | |||||
Direct subsidiary of IPL | (viii) | |||||||
Braskem Importação e Exportação Ltda. ("Braskem Importação") | (ix) | Brazil | 100.00 | |||||
Direct subsidiaries of Braskem Distribuidora | ||||||||
Braskem Importação | (ix) | Brazil | 100.00 | |||||
Cayman | Cayman Islands | 100.00 | 100.00 | |||||
Direct subsidiaries of Cayman | ||||||||
Braskem Overseas Inc. ("Overseas") | Cayman Islands | 100.00 | 100.00 | |||||
Lantana Trading Company Inc. ("Lantana") | Bahamas | 100.00 | 100.00 | |||||
Direct subsidiary of Politeno | ||||||||
Politeno Empreendimentos Ltda ("Politeno Empreendimentos") | Brazil | 99.99 | 99.99 | |||||
Direct subsidiary of Politeno Empreendimentos | ||||||||
Santeno Irrigações do Nordeste Ltda ("Santeno") | Brazil | 99.99 | 99.99 |
(i) | Including the interest of subsidiary Braskem Distribuidora, Braskem's interest amounts to 100.00%. |
(ii) | Company organized in September, 2006 (Note 1(b)). |
(iii) | Investments consolidated on a pro rata basis, pursuant to CVM Instruction 247/96. |
(iv) | Including the interest of subsidiary CINAL, Braskem's interest amounts to 53.61%. Jointly-controlled entity pursuant to the provisions of the stockholders' agreement. |
(v) | Jointly-controlled entity pursuant to the stockholders' agreement. |
(vi) | Investments consolidated in accordance with CVM Instruction 408/04. |
(vii) | Interest corresponding to subordinated quotas held by Braskem. |
(viii) | Investment merged into Braskem Distribuidora in September 2006. |
(ix) | Upon the merger of IPL, the investment in Braskem Importação e Exportação is held by Braskem Distribuidora. |
18
In the consolidated financial statements, the intercompany investments and the equity in results, as well as the intercompany assets, liabilities, income, expenses and unrealized gains arising from transactions between consolidated companies, were eliminated.
Minority interest in the equity and in the results of subsidiaries has been segregated in the consolidated balance sheet and statement of operations for the periods, respectively. Minority interest corresponds to the respective participations of Politeno, CPP and Tegal.
Goodwill not eliminated on consolidation is reclassified to a specific account in permanent assets, in accordance with CVM Instruction 247/96. Negative goodwill is reclassified to "Deferred income".
19
For a better presentation of the consolidated financial statements, the cross-holding between the Company and subsidiaries Braskem Participações and Politeno was reclassified to "Treasury stock". The total shares held by these subsidiaries, as well as the shareholding in the Company's total capital are shown below:
Braskem Participações | Politeno | |||
Common shares | 580,331 | |||
Class "A" preferred shares | 290,165 | 2,186,133 | ||
Interest in total capital | 0.24% | 0.60% |
Pursuant to paragraph 1, article 23 of CVM Instruction 247/96, the Company no longer consolidates on a pro rata basis the financial statements of the jointly-controlled subsidiary CODEVERDE. This subsidiary is in pre-operating stage. Its information does not show significant changes and does not lead to distortions in the Company consolidated financial statements.
The reconciliation between the parent company and consolidated shareholders' equity and the net income for the period is as follows:
Net income for the | ||||||||
Stockholders' equity | period | |||||||
Sep/06 | Jun/06 | Sep/06 | Sep/05 | |||||
Parent company | 4,456,324 | 4,637,624 | (2,957) | 675,767 | ||||
Cross holding classified as treasury stock | (60,999) | (60,999) | ||||||
Effects of the consolidation of EPEs | 3,830 | |||||||
Exclusion of profits in subsidiary's inventories | (2,790) | (2,189) | 2,398 | 2,413 | ||||
Exclusion of the gain on the sale of investment between related | ||||||||
parties | (38,476) | (38,476) | ||||||
Exclusion of results of financial transactions between related | ||||||||
parties | (13,044) | (12,986) | 999 | |||||
Reversal of amortization of goodwill on the sale of investments | ||||||||
between related parties | 17,171 | 16,140 | 3,093 | 3,093 | ||||
Exclusion of the gain on the assignment of right of use between | ||||||||
related parties | (34,942) | (34,942) | 19,657 | |||||
Consolidated | 4,323,244 | 4,504,172 | 23,190 | 685,103 | ||||
(h) Supplementary information
To improve the information provided to the market, the Company presents its Statement of Cash Flows as supplementary information.
20
4 Cash and Cash Equivalents
Sep/06 | Jun/06 | ||
Cash and banks | 10,858 | 63,407 | |
Financial investments | |||
Domestic | 555,942 | 162,463 | |
Abroad | 404,362 | 689,347 | |
971,162 | 915,217 | ||
The Company maintains cash and cash equivalents sufficient to cover: (i) its working capital needs; (ii) investments anticipated in the business plan; and (iii) adverse conditions that may reduce the available funds.
Such funds are allocated in order to: (i) have a return compatible with the maximum volatility determined by the investment and risk policy; (ii) obtain a high spread of the consolidated portfolio; (iii) avoid the credit risk arising from the concentration in a few securities; and (iv) follow the market interest rate changes both in Brazil and abroad.
5 Marketable Securities
Sep/06 | Jun/06 | ||
Current assets | |||
Foreign public securities | 316,346 | ||
Investment fund | 539,427 | 530,193 | |
Other | 6,982 | 6,651 | |
862,755 | 536,844 | ||
Long-term receivables | |||
Debentures with share in profit | 6,826 | 6,826 | |
Subordinated quotas of investment fund - credit rights | 66,743 | 66,158 | |
FINOR and other securities | 10,221 | 10,174 | |
83,790 | 83,158 | ||
Total | 946,545 | 620,002 | |
21
Braskem is the only quotaholder of the investment fund in current assets. Its portfolio comprises time deposits at Banco Credit Suisse First Boston ("CSFB"), maturing in June 2007. The investment is accounted for at realizable value and its risk is regularly reassessed by the Company.
6 Trade Accounts Receivable
Sep/06 | Jun/06 | ||
Customers | |||
Domestic market | 922,426 | 752,126 | |
Foreign market | 387,605 | 415,265 | |
Discounted trade bills | (112,692) | ||
Advances on bills of exchange delivered | (46,944) | ||
Allowance for doubtful accounts | (94,742) | (83,743) | |
1,055,653 | 1,083,648 | ||
Long-term receivables | (54,985) | (25,051) | |
Current assets | 1,000,668 | 1,058,597 | |
In September 2006, the Company carried out a trade bill discount transaction with a financial institution, undertaking to reimburse it in the event of delinquency of the customers.
The Company adopts an additional policy for realizing domestic trade accounts, by selling its receivables to investment funds with credit rights (Chemical and Chemical II Funds - Note 3(g)) which pay the Company earlier than the normal maturity of these customer receivables.
Changes in the allowance for doubtful accounts are as follows:
Sep/06 | Sep/05 | |||
At the beginning of the year | 72,945 | 46,201 | ||
Additions classified as selling expenses | 62,697 | 27,438 | ||
Reversal of allowance / recovery of credits | (40,900) | (6.663) | ||
Exchange variation | 98 | |||
At the end of the period | 94,742 | 67,074 | ||
22
7 Inventories
Sep/06 | Jun/06 | ||
Finished products | 742,356 | 799,239 | |
Work-in-process | 28,697 | 37,654 | |
Raw materials, production inputs and packaging | 248,961 | 272,713 | |
Warehouse (*) | 280,168 | 330,768 | |
Advances to suppliers and others | 53,635 | 42,740 | |
Provision for adjustment to realization value | (14,166) | (15,049) | |
Total | 1,339,651 | 1,468,065 | |
Long-term receivables (*) | (21,464) | (41,306) | |
Current assets | 1,318,187 | 1,426,759 | |
In September the inventories acquired for the programmed maintenance shutdowns in the amount of R$ 35,406 were transferred by property, plant and equipment.
Advances to suppliers mainly relate to the acquisition of petrochemical naphtha, which is the main raw material of the Company.
8 Related Parties
Balances | ||||||||||||
Current | Long-term | Current | Long-term |
|||||||||
assets | receivables | liabilities | liabilities | |||||||||
Trade | ||||||||||||
accounts | Related | Related | ||||||||||
receivable | parties | Suppliers | Debentures | Suppliers | parties | |||||||
Subsidiaries | ||||||||||||
Braskem America | 26,009 |
|||||||||||
Braskem Distribuidora | 122 |
|||||||||||
Braskem Importação | 1,320 | |||||||||||
Braskem Participações | 5,565 | |||||||||||
Braskem Inc. | 11,559 |
|||||||||||
Cayman | 13 |
53 |
||||||||||
CINAL | 339 |
1,650 | ||||||||||
CPP (i) | 37 |
|||||||||||
Lantana | 52,346 |
|||||||||||
Tegal (i) | 2,420 |
2,065 |
18 | |||||||||
Politeno | 43,996 |
114,861 |
3,655 |
|||||||||
Politeno Empreendimentos | 2,091 | |||||||||||
Jointly-controlled entities | ||||||||||||
CETREL (i) | 60 |
135 |
363 |
|||||||||
Copesul (ii) | 2,523 |
697,807 |
||||||||||
Petroflex | 84,192 |
|||||||||||
Petroquímica Paulínia (iv) | 17,740 |
|||||||||||
Associated company | ||||||||||||
Borealis | 9,596 |
|||||||||||
Related parties | ||||||||||||
ODBPAR(iii) | 1,098,753 |
|||||||||||
Petrobras | 38,023 |
564,879 |
18,101 |
|||||||||
Petrobras Distribuidora S.A. | 425 |
|||||||||||
Other | 1,810 |
|||||||||||
At September 30, 2006 | 230,294 |
175,201 |
1,269,533 |
1,098,753 |
18,101 |
10,644 | ||||||
At June 30, 2006 | 166,183 |
125,033 |
1,160,834 |
1,065,994 |
21,949 |
12,442 | ||||||
(i) | Amounts stated under "Related parties", in long-term receivables, refer to advances for future capital increase. |
(ii) | The "accounts receivable" balance includes credit on the sale of ICMS transferred to Copesul |
(iii) | Debentures classified in long-term liabilities as of June 30, 2006 (Note 15). |
(iv) | Non-interest bearing notes receivable. |
23
Transactions - nine months | ||||||||
Raw materials, | ||||||||
Product | services & utilities | Financial | Financial | |||||
sales | purchases | income | expenses | |||||
Subsidiaries | ||||||||
Braskem America (ii) | 18,455 | |||||||
Braskem Distribuidora | 4 | |||||||
Braskem Importação | 138 | |||||||
Braskem Inc. | 31,665 | |||||||
Braskem Participações | 365 | |||||||
Cayman | 9,308 | 6 | ||||||
CINAL | 26,873 | |||||||
Lantana | 199,991 | |||||||
Polialden (i) | 136,983 | |||||||
Tegal | 14,786 | 78 | 14 | |||||
Politeno | 795,981 | 7,376 | 2,522 | 229 | ||||
Jointly-controlled entities | ||||||||
CETREL | 1,091 | 18,468 | ||||||
Copesul | 3,189 | 2,050,058 | 14,389 | |||||
Petroflex | 342,333 | |||||||
Associated company | ||||||||
Borealis | 92,772 | |||||||
Related parties | ||||||||
ODBPAR | 99,405 | |||||||
CNO | 98,455 | |||||||
Petrobras | 3,864,248 | 2,744 | ||||||
Petrobras Distribuidora | 228,149 | |||||||
Other | 167 | |||||||
At September 30, 2006 | 1,631,768 | 6,308,413 | 19,910 | 100,151 | ||||
At September 30, 2005 | 2,357,758 | 5,500,487 | 23,064 | 131,203 | ||||
(i) |
Transactions carried out until the merger of Polialden on May 31, 2006. |
(ii) |
Transactions carried out following the merger of Polialden, on May 31, 2006. |
"Trade accounts receivable" and "Suppliers" include the balances resulting from transactions with related parties, arising mainly from the following sales and purchases of goods and services:
Sales of Braskem:
Company | Products/inputs | |
Borealis / Cayman / Lantana /Braskem America | Thermoplastic resins | |
Braskem Inc | Basic petrochemicals | |
Polialden / Politeno | Ethylene and utilities | |
Petroflex | Butadiene |
24
Purchases of Braskem:
Company | Products/inputs/services | |
CINAL / Cetrel | Utilities, treatment and incineration of waste | |
Copesul | Ethylene, propane and utilities | |
Petrobras | Naphtha | |
Petrobras Distribuidora | Fuel Oil | |
Polialden | Thermoplastic resins | |
CNO | Construction and maintenance services | |
Tegal | Gas storage services |
Transactions with related parties are carried out at normal market prices and conditions, considering (i) for the sale of ethylene, the process that shares the margin with the second generation companies, and (ii) for the purchase of naphtha supplied by Petrobras, prices charged on the European market. Through September 30, 2006, the Company also imported naphtha at a volume equal to 24% of its consumption.
The related parties balance includes current account balances with group companies, remunerated at 100% of CDI.
The current accounts are used by the Company and its direct and indirect subsidiaries to centralize available cash in a central pool for settlement of their obligations. Financial charges on remittances and balances of the pool of funds are agreed upon by the account holders, considering the costs of funds charged to the individual participants by financial institutions, so that such charges are paid/transferred to the Company.
9 Taxes Recoverable
Sep/06 | Jun/06 | ||
Excise tax (IPI) | 60,282 | 62,317 | |
Value-added Tax on Sales and Services (ICMS) | 638,787 | 586,856 | |
Social Integration Program (PIS) and Social Contribution on | |||
Revenues (COFINS) (standard operations) | 121,917 | 100,152 | |
Import duty | 25,029 | 42,708 | |
PIS - Decree-laws 2445 and 2449/88 | 42,077 | 54,621 | |
Income Tax and Social Contribution | 32,532 | 30,014 | |
Income Tax on Net Income - ILL | 12,420 | 12,675 | |
FINSOCIAL | 11,812 | 14,221 | |
Other | 22,354 | 25,385 | |
967,210 | 928,949 | ||
Current assets | (336,648) | (331,377) | |
Long-term receivables | 630,562 | 597,572 | |
25
In 1Q05, the Company concluded the offset of its IPI credits from acquisition of raw materials and inputs that are exempt from IPI, not subject to IPI taxation or taxed at a zero rate, related to transactions involving the establishments of merged company OPP Química S.A. (OPP Química) located in the State of Rio Grande do Sul. This excise tax credit derived from a lawsuit, proposed in July 2000, filed for full adoption of the non-cumulative tax principle to said establishments.
On December 19, 2002, the Federal Supreme Court (STF), based on past determinations of its Full Bench, judged an extraordinary appeal lodged by the National Treasury and affirmed the decision of the Regional Federal Court (TRF), 4th Circuit, recognizing the entitlement to an IPI tax credit from said acquisitions during a 10-year period prior to the filing date, plus monetary restatement and accrual of interest at the SELIC benchmark rate until actual use of these credits.
The STF determination was challenged by the National Treasury via special appeal known as "agravo regimental", which is pending judgment by the Second Panel of the STF. In this special appeal, the National Treasury is no longer challenging the Company's entitlement to the IPI tax credit itself, but rather alleging some inaccuracies in the court determination as to non-taxed inputs and raw materials, the restatement of tax credits, and the respective calculation rate. According to the opinion of the Company's legal advisors, however, all these aspects have already been settled in the STF and TRF decisions favorably to OPP Química, or even in the STF full-bench precedents. For this reason, the special appeal referred to above poses no risk of changes in OPP Química's entitlement to the tax credit, even though the STF itself is revisiting this matter in a similar lawsuit involving another taxpayer (this judgment is currently on hold).
In December 2002, OPP Química booked the related tax credit of R$ 1,030,125, which was offset by the Company with IPI itself and other federal tax debts.
On September 28, 2006, the Company received four tax assessment notices based on the offset of those IPI tax credits at the Rio Grande do Sul establishments of merged company OPP and has filed its defense at the administrative level.
Two of these notices were issued solely to avoid forfeiture of the tax authorities' right to dispute the use of tax credits for ten years before the filing of a lawsuit by the Company (R$ 308,629). However, the Company's offset of tax credits is protected by the STF final and conclusive determination, which voids the content of said notices.
The other two notices, in the amount of R$ 791,371, allege that there is no favorable court decision supporting the Company's use of tax credits deriving from future acquisition of raw materials. However, those court rulings did recognize the Company's ongoing entitlement to offset its tax credits. In the opinion of its external legal advisors, it is probable that the Company will prevail against these four notices.
26
Similar lawsuits have also been filed by the Company's branches located in the States of São Paulo, Bahia and Alagoas (Note 16 (ii)).
(b) ICMS
The Company has accumulated ICMS tax credits, basically on account of its high level of exports (exempt from ICMS taxation) and domestic sales subject to deferred state taxation (ICMS payable only upon a subsequent process). The Company's Management is giving priority to a number of actions aimed at optimal use of such credits and, currently, no losses are expected from realization thereof.
The Management's actions comprise, among others:
. Obtaining from the Rio Grande do Sul state authorities an authorization for transfer of these credits to third parties, backed by Agreement TSC 036 of 2006 (published in the Official Gazette on October 19, 2006).
. Negotiating with the Bahia state authorities an increased ICMS tax exemption (from 40% to 60%) on imported petrochemical naphtha (article 347, paragraphs 9 and 10 of the Bahia State ICMS Regulations, Decree 9681 of 2005).
. Replacing the exports of co-products by domestic market transactions with identified clients.
. Starting input imports under specific customs prerogatives, thus ensuring a lower generation of ICMS credits.
Based on the Company's Management projection for the realization of those credits (R$638,787 on September 30, 2006; R$ 586,856 on June 30, 2006), the amount of R$458,148 (R$408,573 on June 30, 2006) was classified as long-term receivables.
10 Judicial Deposits and Compulsory Loan - Long-term Receivables
Sep/06 | Jun/06 | ||
Judicial deposits | |||
Tax contingencies | 82,016 | 72,869 | |
Labor and other contingencies | 13,370 | 10,398 | |
Compulsory loan | |||
Eletrobrás | 12,098 | 12,098 | |
107,484 | 95,365 | ||
27
(a) Information on investments
Number of shares of quotas held (thousand) | ||||||||||||||||||
Interest in | Interest in |
|||||||||||||||||
Sep/06 | Jun/06 | total capital (%) | voting capital (%) | |||||||||||||||
Common | Pref. | |||||||||||||||||
shares | shares | Quotas | Total | Total | Sep/06 | Jun/06 | Sep/06 | Jun/06 | ||||||||||
Subsidiaries | ||||||||||||||||||
Braskem America (i) | 40 |
40 |
40 |
100.00 |
100.00 |
100.00 |
100.00 | |||||||||||
Braskem Inc. | 40,095 |
40,095 |
40,095 |
100.00 |
100.00 |
100.00 |
100.00 | |||||||||||
Braskem Participações | 6,500,000 |
6,500,000 |
6,500,000 |
100.00 |
100.00 |
100.00 |
100.00 | |||||||||||
Braskem Distribuidora | 31,649 |
31,649 |
31,649 |
100.00 |
100.00 |
100.00 |
100.00 | |||||||||||
Braskem Argentina (i) | 19,600 |
19,600 |
19,600 |
98.00 |
98.00 |
98.00 |
98.00 | |||||||||||
Braskem Europa (i) | 500 |
500 |
100.00 |
100.00 |
||||||||||||||
CINAL (iii) | 92,587 |
92,587 |
150,244 |
100.00 |
100.00 |
100.00 |
100.00 | |||||||||||
CPP | 8,465 |
8,465 |
8,465 |
79.70 |
79.70 |
79.70 |
79.70 | |||||||||||
Tegal | 23,157 |
23,157 |
23,157 |
95.83 |
95.83 |
95.83 |
95.83 | |||||||||||
Politeno | 62,422,578 |
1,190,136 |
63,612,714 |
63,612,051 |
96.16 |
96.16 |
100.00 |
100.00 | ||||||||||
Jointly-controlled entities | ||||||||||||||||||
CETREL | 730 |
730 |
730 |
49.03 |
49.03 |
49.03 |
49.03 | |||||||||||
CODEVERDE | 9,755 |
9,755 |
9,755 |
35.55 |
35.55 |
35.55 |
35.55 | |||||||||||
Copesul | 44,255 |
44,255 |
44,255 |
29.46 |
29.46 |
29.46 |
29.46 | |||||||||||
Petroflex | 4,759 |
2,321 |
7,080 |
7,080 |
20.12 |
20.12 |
20.14 |
20.14 | ||||||||||
Petroquímica Paulínia | 45,000 |
45,000 |
4,500 |
60.00 |
60.00 |
60.00 |
60.00 | |||||||||||
Associated companies | ||||||||||||||||||
Borealis | 18,949 |
18,949 |
18,949 |
20.00 |
20.00 |
20.00 |
20.00 | |||||||||||
Rionil | 3,061 |
3,061 |
3,061 |
33.33 |
33.33 |
33.33 |
33.33 | |||||||||||
Sansuy | 271 |
271 |
271 |
20.00 |
20.00 |
20.00 |
20.00 | |||||||||||
Information on subsidiaries' investments | ||||||||||||||||||
Braskem Distribuidora | ||||||||||||||||||
Cayman | 900 |
900 |
900 |
100.00 |
100.00 |
100.00 |
100.00 | |||||||||||
Braskem Argentina(i) | 400 |
400 |
400 |
2.00 |
2.00 |
2.00 |
2.00 | |||||||||||
Braskem Importação | 252,818 |
252,818 |
100.00 |
100.00 |
||||||||||||||
Braskem Participações | ||||||||||||||||||
IPL | 295 |
100.00 |
100.00 | |||||||||||||||
IPL | ||||||||||||||||||
Braskem Importação | 252,818 |
100.00 |
100.00 | |||||||||||||||
Cayman | ||||||||||||||||||
Overseas(i) | 1 |
1 |
1 |
100.00 |
100.00 |
100.00 |
100.00 | |||||||||||
Lantana | 5 |
5 |
5 |
100.00 |
100.00 |
100.00 |
100.00 | |||||||||||
Cinal | ||||||||||||||||||
Cetrel | 68 |
68 |
68 |
4.58 |
4.58 |
4.58 |
4.58 | |||||||||||
Politeno | ||||||||||||||||||
Politeno Empreendimentos | 24 |
24 |
24 |
99.99 |
99.99 |
99.99 |
99.99 | |||||||||||
Politeno Empreendimentos | ||||||||||||||||||
Santeno | 2,966 |
2,966 |
2,966 |
99.99 |
99.99 |
99.99 |
99.99 |
(i) |
Number of shares or quotas in units. |
(ii) |
Reduction as a result of the partial spin-off carried out on July 20, 2006 (Note 1 (b)). |
28
Information on investments (continued)
Adjusted net income (loss) | Adjusted stockholders' | Dividends proposed | ||||||||||
for the period | equity (net capital deficiency) |
in the period |
||||||||||
Sep/06 |
Sep/05 |
Sep/06 |
Jun/06 |
Sep/06 |
Sep/05 | |||||||
Subsidiaries | ||||||||||||
Braskem America (i) | 542 |
5,408 |
5,804 |
|||||||||
Braskem Argentina | 26 |
166 |
36 |
|||||||||
Braskem Inc. | (30,057) |
217 |
83,738 |
103,768 |
||||||||
Braskem International (ii) | 69,568 |
|||||||||||
Braskem Participações | 1,048 |
28 |
21,608 |
21,508 |
||||||||
Braskem Distribuidora (iii) | 17,015 |
94,403 |
70,752 |
|||||||||
Cayman | 105 |
|||||||||||
CINAL | 804 |
(3,335) |
23,614 |
89,919 |
||||||||
CPP | 10,621 |
10,621 |
||||||||||
Lantana | (81,992) |
|||||||||||
Overseas | (4,532) |
|||||||||||
Polialden | 2,368 |
|||||||||||
Politeno | (6,355) |
483,162 |
||||||||||
Tegal | (1,208) |
(2,453) |
14,498 |
14,240 |
||||||||
Jointly-controlled entities | ||||||||||||
CETREL | 11,491 |
5,581 |
109,482 |
106,783 |
||||||||
CODEVERDE | 43,887 |
43,887 |
||||||||||
Copesul | 404,321 |
345,211 |
1,413,085 |
1,415,694 |
271,134 |
395,802 | ||||||
Petroflex | 14,105 |
75,731 |
306,861 |
297,881 |
8,667 | |||||||
Petroquímica Paulínia | 75,000 |
7,500 |
||||||||||
Politeno | 56,871 |
485,982 |
15,000 | |||||||||
Associated companies | ||||||||||||
Borealis | 11,784 |
6,964 |
115,966 |
113,755 |
||||||||
Rionil | 120 |
(120) |
5,936 |
5,897 |
||||||||
Sansuy | (9,837) |
(9,422) |
(24,981) |
(19,935) |
||||||||
Information on subsidiaries' investments | ||||||||||||
Braskem Distribuidora | ||||||||||||
Braskem Argentina | 26 |
166 |
36 |
|||||||||
Braskem Importação | 114 |
493 |
||||||||||
Cayman | 19,834 |
(592) |
(22,923) |
|||||||||
Braskem Participações | ||||||||||||
IPL | 467 |
|||||||||||
IPL | ||||||||||||
Braskem Importação | 119 |
456 |
||||||||||
Cayman | ||||||||||||
Lantana | (174,713) |
(213,261) |
(40,774) |
|||||||||
Overseas | 189,560 |
(192,176) |
||||||||||
Cinal | ||||||||||||
Cetrel | 11,491 |
109,482 |
||||||||||
Politeno | ||||||||||||
Politeno Empreendimentos | 880 |
14,135 |
14,040 |
|||||||||
Politeno Empreendimentos | ||||||||||||
Santeno | 288 |
1,697 |
1,586 |
(i) |
Investment arising from the merger of Polialden (Note 1(b)) |
(ii) |
Company wound up on March 30, 2006. |
(iii) |
Equity in the earnings of subsidiary (Note 3(g)). |
29
Quotation of related parties listed on the São Paulo Stock Exchange:
Quotation (R$) | Trading Unit |
|||||||||||
Type |
Code |
Sep/2006 |
Sep/2005 |
|||||||||
Politeno | PNA | PLTO5 | 9.90 | 19.20 | 1,000 shares | |||||||
PNB | PLTO6 | 5.60 | 0.53 |
1,000 shares | ||||||||
Copesul | ON | CPSL3 | 29.78 | 28.59 | 1 share | |||||||
Petroflex | ON | PEFX3 | 15.20 | 16.33 | 1 share | |||||||
PNA | PEFX5 | 12.99 | 15.74 | 1 share |
(b) Investment activity in subsidiaries, jointly-controlled entities and associated companies
Subsidiaries and jointly-controlled entities |
||||||||||||||
Braskem America |
Braskem Distribuidora | Braskem Inc. |
Braskem Participações |
CETREL | CINAL | COPESUL | ||||||||
At January 1 | 77,388 |
122,509 |
20,560 |
60,476 |
61,428 |
556,512 | ||||||||
Addition through exchange/ purchase of shares/ merger | 6,013 |
2,296 |
10,911 |
|||||||||||
Reversal/ write-off through merger/ spin-off | (58,212) |
|||||||||||||
Dividends | (79,878) | |||||||||||||
Equity in the results | (323) |
17,015 |
(30,057) |
1,048 |
5,560 |
834 |
130,720 | |||||||
Amortization of goodwill | (2,404) |
(78) |
(24,206) | |||||||||||
Exchange variation on foreign investment | (282) |
(8,714) |
||||||||||||
At the end of the period | 5,408 |
94,403 |
83,738 |
21,608 |
65,928 |
14,883 |
583,148 | |||||||
Subsidiaries and jointly-controlled entities | ||||||||||||||
Sep/06 | Jun /06 | |||||||||||||
Petroquímica | ||||||||||||||
Paulínia | Petroflex | Polialden(i) | Politeno(i) | Other | Total | Total | ||||||||
At January 1 | 45,000 | 55,497 | 487,735 | 508,679 | 28,929 | 2,024,713 | 2,024,713 | |||||||
Addition through exchange / purchase of shares/ merger | 40,500 | 237,504 | 895 |
298,119 | 257,517 | |||||||||
Reversal/ write-off through merger / spin-off | (40,500) | (188,777) | (287,489) | (229,277) | ||||||||||
Dividends | 2,568 | (77,310) | (44,607) | |||||||||||
Equity in the results | 3,059 | 1,168 | (12,571) | (1,097) |
115,356 | 88,036 | ||||||||
Set up of goodwill | 2,917 |
2,917 | 2,917 | |||||||||||
Transfer of goodwill through merger | (337,328) | (337,328) | (337,328) | |||||||||||
Amortization of (goodwill)/negative goodwill | 37,202 | (45,563) | (2,952) |
(38,001) | (14,356) | |||||||||
Exchange variation on foreign investment | (8,996) | (9,538) | ||||||||||||
Other | 432 |
432 | 435 | |||||||||||
At the end of the period | 45,000 | 61,124 | 688,049 | 29,124 | 1,692,413 | 1,738,512 | ||||||||
(i) Equity in the results includes the effect of the distribution of dividends for preference shares with incentives. |
Associated companies |
||||||||||
Sep/06 | Jun/06 | |||||||||
Borealis | Rionil | Other | Total | Total | ||||||
At January 1 | 22,823 |
1,946 |
992 |
25,761 |
25,761 | |||||
Equity in the results | 2,370 |
33 |
(992) |
1,411 |
956 | |||||
Dividends | (2,000) |
(2,000) |
(2,000) | |||||||
At the end of the period | 23,193 | 1,979 | 25,172 | 24,717 | ||||||
> |
30
Goodwill and negative goodwill underlying the investments
Sep/06 | Jun/06 | |||||||||||||||
Cetrel |
Cinal |
Copesul |
Polialden |
Politeno |
Other |
Total | Total | |||||||||
(i) |
(ii) |
(ii) |
(ii) |
|||||||||||||
Goodwill | 15,622 |
309,121 |
510,674 |
492,270 |
2,917 |
1,330,604 |
1,330,604 | |||||||||
Accumulated amortization | (3,372) |
(142,279) |
(173,346) |
(197,440) |
(2,917) |
(519,354) |
(495,707) | |||||||||
Transfer of goodwill to deferred | ||||||||||||||||
charges through merger | (337,328) |
(337,328) |
(337,328) | |||||||||||||
Negative goodwill | (8,731) |
(52,962) |
(73,404) |
(2,114) |
(137,211) |
(137,211) | ||||||||||
Realization | 52,962 |
52,962 |
52,962 | |||||||||||||
Goodwill (negative goodwill), net | 12,250 |
(8,731) |
166,842 |
221,426 |
(2,114) |
389,673 |
413,320 | |||||||||
(i) | Goodwill based on the appreciation of property, plant and equipment and amortized up to 2015. |
(ii) | Goodwill based on expected future profitability, amortized up to 2011. |
In the consolidated financial statements, goodwill is stated in property, plant and equipment or deferred charges, while negative goodwill is stated in deferred income, in accordance with CVM Instruction 247/96.
Provision for loss on investments
Provision for loss on investments - Long-term liabilities | ||||||||
Sep/06 | Jun/06 | |||||||
Braskem |
||||||||
International | Other | Total | Total | |||||
At January 1 | 190,517 | 9,280 | 199,797 | 199,797 | ||||
Reversal due to winding up of company | (170,351) | (170,351) | (170,351) | |||||
Operating result | (6,469) | (6,469) | (6,469) | |||||
Non-operating result | (2) | (2) | (84) | |||||
Exchange variation on stockholders' equity | (13,697) | (13,697) | (13,697) | |||||
At the end of the period | 9,278 | 9,278 | 9,196 | |||||
(c) Information on the main investees with operating activities
Copesul
Copesul is engaged in the manufacture, sale, import and export of chemical, petrochemical and fuel products and the production and supply of utilities, as well as providing various services used by the companies in the Triunfo Petrochemical Complex in the State of Rio Grande do Sul and management of logistic services related to its waterway and terrestrial terminals.
31
Polialden, merged into the Company on May 31, 2006 (Note 1(b)), was engaged in the manufacture, processing, sale, import and export and any other activities related to the production or sale of high-density polyethylene and other chemical and petrochemical products. The main raw material for all of its products is ethylene, which was supplied by Braskem. Polialden operated an industrial plant in Camaçari - Bahia.
PolitenoPoliteno is engaged in the manufacture, processing, direct or indirect sale, consignment, export, import and transportation of polyethylene and by-products, as well as the participation in other companies. The main raw material for all of its products is ethylene, which is supplied by Braskem. Politeno operates an industrial plant in Camaçari - Bahia. On April 4, 2006, the Company acquired common and preferred shares in Politeno, and now holds 100% and 96.16% of Politeno's voting and total capital, respectively (Note 1 (b)).
CETRELThe activities of CETREL are to supervise, coordinate, operate and monitor environmental protection systems; carry out research in the environmental control area and in the recycling of waste and other materials recoverable from industrial and urban emissions; monitor the levels of environmental pollution of air quality, water resources and other vital elements; perform environmental diagnostics; prepare and implement projects of environmental engineering solutions; develop and install environmental management systems and those relating to quality, laboratory analyses, training, environmental education and also specification, monitoring and intermediation in the acquisition of materials of environmental protection systems.
CINALUntil July 2006, CINAL was engaged in the implementation of the Basic Industrial Nucleus of the Alagoas Chlorinechemical Complex and the production and sale of goods and several services, such as steam, industrial water, industrial waste treatment and incineration of organochlorine waste for the companies located in the mentioned Industrial Nucleus. In July 2006, the assets associated with the production of steam, industrial water and other industrial inputs were spun-off and merged into the Company (Note 1 (b)).
32
On September 16, 2005, Braskem and Petroquisa formed Petroquímica Paulínia, which will be responsible for the implementation and operation of a new polypropylene unit to be built at Paulínia - São Paulo, using as raw material polymer-grade propylene supplied by Petrobras. Operations are scheduled to start by early 2008, using last-generation Braskem technology. The assignment of the right to use this technology gave rise to a gain in December 2005, of R$ 58,240 for the Company.
Investments in the new plant are estimated at US$ 356 million. The capital structure is expected to comprise approximately 30% of own funds and 70% of third-party funds, represented by long-term loans and financing.
12 Property, Plant and Equipment
Sep/06 | Jun/06 | |||||||||
Average annual | ||||||||||
Accumulated |
depreciation | |||||||||
Cost | depreciation | Net | Net | rates (%) | ||||||
Tangible assets | ||||||||||
Land | 21,263 | 21,263 | 21,264 | |||||||
Buildings and improvements | 890,815 | (383,444) | 507,371 | 493,744 | 2,4 | |||||
Machinery, equipment and facilities | 7,262,411 | (3,298,240) | 3,964,171 | 3,957,338 | 6,8 | |||||
Mines and wells | 27,634 | (22,808) | 4,826 | 5,025 | 10,6 | |||||
Furniture and fixtures | 40.098 | (33.797) | 6.301 | 5.427 | 10,0 | |||||
Information technology equipment | 59,376 | (48,797) | 10,579 | 11,213 | 20,0 | |||||
Projects in progress | 1,437,990 | 1,437,990 | 1,196,623 | |||||||
Other | 119,702 | (54,996) | 64,706 | 63,382 | 16,0 | |||||
9,859,289 | (3,842,082) | 6,017,207 | 5,754,016 | |||||||
Intangible assets | ||||||||||
Brands and patents | 512 | (498) | 14 | 16 | 10,0 | |||||
Technology | 27,949 | (18,885) | 9,064 | 9,644 | 10,0 | |||||
Rights of use | 2,441 | (1,051) | 1,390 | 1,409 | 5,0 | |||||
30,902 | (20,434) | 10,468 | 11,069 | |||||||
Total | 9,890,191 | (3,862,516) | 6,027,675 | 5,765,085 | ||||||
Projects in progress relates mainly to projects for expansion of the industrial units capacities, operating improvements to increase the useful lives of machinery and equipment, development of a new integrated management tool for Braskem businesses, excellence projects in maintenance and production, as well as programs in the areas of health, technology and security, and capitalized interest, in the amount of R$ 91,338 (June 30, 2006 - R$ 68,805), determined based on the average rate of outstanding financing. This account also includes R$ 35,406 of materials for the programmed maintenance shutdowns, transferred from current assets in September (Note 7).
33
At September 30, 2006, property, plant and equipment includes the appreciation, in the form of goodwill arising from the merger of subsidiaries, in conformity with CVM Instruction 319/99, in the net amount of R$ 834,530 (June 30, 2006 - R$ 849,305), appropriated to the asset accounts which originated the goodwill.
As from January 2006, in accordance with IBRACON (Brazilian Institute of Independent Auditors) Technical Interpretation 01/2006, the Company records all programmed maintenance shutdown expenses in property, plant and equipment, as "Machinery, equipment and facilities". Such expenses, which arise from the partial or full production stoppage, occur at scheduled intervals from two to six years and are amortized to production cost until the beginning of the next maintenance shutdown. Until December 2005, such expenses were recorded in Deferred charges and amortized to production cost through the beginning of the next shutdown.
Also because of the adoption of Technical Interpretation 01/2006, in the first quarter of 2006, the Company recorded additional depreciation of machinery and equipment in the amount of R$ 164,889. As this is a change in accounting criterion and depreciation in relation to years prior to 2006, this amount was recorded in Stockholders' equity, as Accumulated losses, as required by Technical Interpretation 01/2006 (Note 20(e)).
13 Deferred Charges
Sep/06 | Jun/06 | |||
Costs | ||||
Pre-operating expenses | 64,041 | 64,041 | ||
Organization and system implementation expenses | 264,035 | 253,312 | ||
Expenditures for structured operations | 314,443 | 314,442 | ||
Goodwill on merged investments (i) | 1,865,550 | 1,865,550 | ||
Research and development | 59,798 | 59,799 | ||
Other | 17,509 | 17,502 | ||
2,585,376 | 2,574,646 | |||
Accumulated amortization | (1,175,896) | (1,082,911) | ||
1,409,480 | 1,491,735 | |||
(i)The goodwill on merged investments is based on expected future profitability and is being amortized in up to ten years, according to the appraisal reports issued by independent experts. The recording of this goodwill in deferred charges is in conformity with CVM Instruction 247/96.
34
14 Loans and Financing
Annual financial charges | Sep/06 | Jun/06 | |||
Foreign currency | |||||
Eurobonds | Note 14 (a) | 2,262,768 | 1,636,691 | ||
Advances on foreign exchange | |||||
contracts | US$ exchange variation + average fixed interest of 5.52% | 1,114 | 90,730 | ||
Export prepayment | Note 14 (b) | 332,673 | 388,495 | ||
Medium - Term Notes | Note 14 (c) | 765,224 | 1,181,137 | ||
Raw material financing | US$ exchange variation + interest of 1.38% above 6-month LIBOR | 4,403 | 26,471 | ||
YEN exchange variation + fixed interest of 6.70% | 1,313 | 1,830 | |||
Permanent asset financing | US$ exchange variation+ interest of 3.88% above 6-month LIBOR | 12,569 | 12,174 | ||
US$ exchange variation + fixed interest of 7.14% | 951 | 6,158 | |||
Local currency | |||||
BNDES | Average fixed interest of 11.10% + fixed restatement (TJLP-6 and UMBNDES) - | ||||
Note 14 (d) | 200,589 | 185,928 | |||
BNB | Fixed interest of 11.81% - Note 14 (d) | 100,563 | 74,926 | ||
FINEP | Fixed restatement (TJLP) - Note 14 (d) | 44,228 | 22,453 | ||
Acquisition of shares | Note 14 (e) | 187,075 | |||
Project financing (NEXI) | YEN exchange variation + interest of 0.95% above 6-month TIBOR - Note 14(f) | 282,492 | 281,038 | ||
4,008,887 | 4,095,106 | ||||
Less: Current liabilities | (606,151) | (940,540) | |||
Long-term liabilities | 3,402,736 | 3,154,566 | |||
UMBNDES = BNDES monetary unit. | |||||
LIBOR = London Interbank Offered Rate. | |||||
TIBOR = Tokyo Interbank Offered Rate. |
(a) Eurobonds
In September 2006, the Company approved the issue of US$ 275,000 thousand in Bonds, with a 8% coupon and maturity in ten years. Funds raised were used mainly to repurchase Medium-Term Notes ("MTN") maturing in 2008 (Note 14(c)).
Composition of transactions:
Amount |
Interest |
|||||||||
Issue |
US$ thousand |
Maturity |
p.a. |
Sep/06 |
Jun/06 | |||||
Jun/1997 | 150,000 |
Jun/2007 | 9.00% | 333,876 | 325,051 | |||||
Jul/1997 | 250,000 |
Jun/2015 | 9.375% | 560,394 | 545,161 | |||||
Jun/2005 | 150,000 |
none | 9.75% | 327,442 | 325,951 | |||||
Apr/2006 | 200,000 |
none | 9.00% | 442,543 | 440,528 | |||||
Sep/2006 | 275,000 |
Jan/2017 | 8.00% | 598,513 | ||||||
2,262,768 | 1,636,691 | |||||||||
35
(b) Prepayments of exports
Composition of transactions:
Amount | Settlement | ||||||||||||
Date | US$ thousand | date | Charges |
Sep/06 | Jun/06 | ||||||||
Jun/2004 | 200,000 | Jun/2009 | 1.45% p.a. + 6-month LIBOR | 278,544 | 325,696 | ||||||||
Jan/2005 | 45,000 | Jan/2008 | 1.55 % p.a. + 3-month LIBOR | 54,129 | 62,799 | ||||||||
332,673 | 388,495 |
(c) Medium-Term Notes ("MTN") program
Composition of transactions:
Amount | Issue | Interest | |||||||||||
Issue |
US$ thousand |
date |
Maturity |
p.a. |
Sep/06 | Jun/06 | |||||||
3rd Tranche |
275,000 |
Nov/2003 |
Nov/2008 |
12.50% |
196,576 | 595,183 | |||||||
4th Tranche |
250,000 |
Jan/2004 |
Jan/2014 |
11.75% |
543,550 | 541,075 | |||||||
740,126 | 1,136,258 | ||||||||||||
Interest |
25,098 | 44,879 | |||||||||||
765,224 | 1,181,137 | ||||||||||||
To restructure its debt, the Company repurchased part of the notes maturing in November 2008 (3rd Tranche) in the amount of US$ 184.6 million, corresponding to 67% of the original issue. The Company paid the note holders, in addition to the principal, the amount relating to accrued and future interest, brought to present value.
(d) BNDES, BNB and FINEP
These loans relate to various transactions aiming at increasing production capacity, as well as environmental programs, operating control centers, laboratory and waste treatment stations. Principal and charges are payable monthly up to June 2016.
In June 2005, a further BNDES credit line was approved, in the amount of R$ 384,600, of which R$ 185,833 were released up to September 30, 2006.
36
(e) Acquisition of shares
This loan refers to the acquisition from BNDESPAR of one billion shares of Braskem Participações, made in September 2001, by the merged company Nova Camaçari Participações S.A. ("Nova Camaçari"). The loan principal was fully paid in August 2006. The principal bore interest of 4% p.a. and TJLP, due annually as from August 2002.
(f) Project finance
In March and September 2005, the Company obtained loans in Japanese currency from Nippon Export and Investment Insurance ("NEXI"), in the amount of YEN 5,256,500 thousand - R$ 136,496, and YEN 6,628,200 thousand - R$ 141,529. The principal is payable in 11 installments as from March 2007, with final maturity in June 2012.
As part of its risk management policy (Note 22), the Company entered into a swap contract in the total amount of these loans, which, in effect, change the annual interest rate to 101.59% of CDI for the tranche drawn down in March, 2005 and 104.29% and 103.98% of CDI for the tranches drawn down in September 2005. The swap contract was signed with a leading foreign bank and its maturity, currencies, rates and amounts are perfectly matched to the financing contract. The effect of this swap contract is recorded in financial results, under monetary variation of financing (Note 23).
(g) Repayment schedule
Long-term loans mature as follows:
Sep/06 | Jun/06 | ||
2007 | 100,002 | 133,786 | |
2008 | 438,393 | 822,443 | |
2009 | 171,002 | 154,566 | |
2010 | 107,486 | 91,667 | |
2011 and thereafter | 2,585,853 | 1,952,104 | |
3,402,736 | 3,154,566 | ||
(h)Guarantees
In the case of short-term loans, the Company has given security such as trade bills receivable and promissory notes.
Long-term loans are secured by liens on fixed assets, shares, shareholders' sureties, bank guarantees and promissory notes. Certain long-term operations are guaranteed by Surety Bonds and mortgages of the Company's industrial plants.
37
At September 30, 2006, the Company had given direct guarantee under financing of the jointly-controlled entity Petroflex for R$ 14,224 (June 30, 2006 - R$ 15,494). This guarantee corresponds to the maximum amount of potential future repayments (not discounted) that the Company may be required to make.
15 Debentures
At a meeting held on August 2, 2006, the Board of Directors approved the 14th issue for public distribution of 50,000 simple, unsecured debentures, not convertible into shares, in a single series, for a total of R$ 500,000. The debentures were subscribed and paid up on September 1, 2006.
Composition of transactions:
Issue |
value |
Maturity |
Remuneration |
Remuneration payment |
Sep/06 |
Jun/06 | ||||||
1st (i) | R$ 10 | 07/31/2007 | TJLP variation + interest of 5% p.a | Upon maturity | 1,098,753 | 1,065,994 | ||||||
12th(ii) | R$ 100 | 06/01/2009 | 117% of CDI | Semi-annually as from 12/2004 | 316,492 | 303,954 | ||||||
13th (ii) | R$ 10 | 06/01/2009 | 104.10% of CDI | Semi-annually, as from 12/2005 | 314,630 | 303,515 | ||||||
14th (ii) | R$ 10 | 09/01/2011 | 103.50% of CDI | Semi-annually, as from 03/2007 | 505,175 | |||||||
2,235,050 | 1,673,463 | |||||||||||
(i) Private issue of debentures convertible into class A preferred shares. At present, these securities are held by ODBPAR (Note 8).
(ii) Public issues of debentures not convertible into shares.
The debenture activity in the periods can be summarized as follows:
Sep/06 | Jun/06 | |||
Balance at January 1 | 1,608,642 | 1,608,642 | ||
Financial charges | 180,111 | 118,524 | ||
14th Issue | 500,000 | |||
Amortization | (53,703) | (53,703) | ||
Balance at the end of the period | 2,235,050 | 1,673,463 | ||
Less: Current liabilities | (1,135,050) | (7,469) | ||
Long-term liabilities | 1,100,000 | 1,665,994 | ||
38
16 Taxes and Contributions Payable - Long-term Liabilities
Sep/06 | Jun/06 | ||||
IPI credits offset | |||||
IPI - export credit | (i) | 635,293 | 622,516 | ||
IPI - zero rate | (ii) | 496,620 | 486,226 | ||
IPI - consumption materials and property, plant and equipment | 42,201 | 39,768 | |||
Other taxes and contributions payable | |||||
PIS /COFINS - Law 9718/98 | (iii) | 251,168 | 250,961 | ||
Education contribution SAT and INSS | 32,521 | 32,521 | |||
PAES - Law 10684/03 | (iv) | 38,235 | 40,966 | ||
Other | 11,686 | 10,843 | |||
(-) Judicial deposits | (58,399) | (68,832) | |||
1,449,325 | 1,414,969 | ||||
The Company is challenging in court changes in the tax legislation and maintains provision of the values in dispute, regularly restated, not registering contingent assets.
(i) IPI Tax Credit on Exports (Crédito-Prêmio)
The Company - by itself and through merged companies - challenges the term of effectiveness of the IPI tax credit (crédito-prêmio) introduced by Decree-law 491 of 1969 as an incentive to manufactured product exports. Most lower court decisions have been favorable, but such favorable decisions may still be appealed.
According to its external legal advisors, the Company stands possible chances of success in these suits. The Superior Court of Justice (STJ) is currently entertaining an identical lawsuit lodged by another taxpayer (judgment is currently on hold). Most of the STJ justices who have cast their votes to date recognized that such tax benefit continued after 1983.
(ii) IPI - zero rate
Merged companies OPP, Trikem and Polialden have filed lawsuits claiming IPI tax credits from acquisition of raw materials and inputs that are exempt, non-taxed or taxed at a zero rate. Most lower court decisions have been favorable, but such favorable decisions may still be appealed. The Company's external legal advisors are of the opinion that it is possible that these cases will prevail; the STF itself is revisiting this matter as well.
39
(iii) PIS/COFINS - Law 9718 of 1998
The Company - by itself and through merged companies - has brought a number of lawsuits to challenge the constitutionality of the changes in the PIS and COFINS tax bases deriving from Law 9718 of 1998.
In February 2006, as court decisions on six cases became final and conclusive, the Company reversed liabilities at R$90,995 to income.
As the STF Full Bench had ruled, in November 2005, that the increase in PIS and COFINS tax rates under said law was unconstitutional, the Company - also in reliance on the opinion of its external legal advisors - believes that it will probably prevail in the other cases. The positive impact on the Company's results would be approximately R$106,000, considering the amounts provisioned for on September 30, 2006.
Some of these lawsuits also challenged the increase of COFINS tax rate from 2% to 3%. In the opinion of its external legal advisors, the Company stands remote chances in this specific regard. Nevertheless, all sums unpaid by the Company under a favorable court ruling have been duly provisioned for at R$145,136.
(iv) Special Installment Program (PAES) - Law 10,684/03
In August 2003, merged company Trikem opted to file for voluntary dismissal of its lawsuit against the COFINS rate increase from 2% to 3% under Law 9718 of 1998, thus qualifying for the more favorable payment conditions under the PAES program instituted by Federal Law 10684. The amount due is being paid in 120 monthly installments. The outstanding debt is R$ 44,790 as of September 30, 2006, being R$ 6,555 in current liabilities and R$ 38,235 in long- term liabilities (R$ 46,428 as of June 30, 2006, being R$ 5,462 in current liabilities and R$ 40,966 in long-term liabilities).
Even though the Company (as Trikem's merging company) was paying these installments as and when due, the National Treasury Attorney's Office in Bahia (PFN/BA) disqualified the Company for PAES on the argument that installments should have been recalculated at the time of Trikem's merger to conform to the surviving company's gross revenues. The Company filed a motion for writ of mandamus, and obtained a court relief reinstating it to PAES in March 2006.
Despite said court relief, the Company was once again removed from PAES by PFN/BA for its supposed default status after adhering to this installment payment program. A new writ of mandamus was filed, and the Company was granted another court relief for its reinstatement to PAES on September 29, 2006.
In reliance on the opinion of its external legal advisors, Management believes that the Company's eligibility for these installment payments is in accordance with the law, and will be upheld as originally requested.
40
17 Income Tax and Social Contribution on Net Income
(a)Current income tax
Sep/06 | Sep/05 | |||
Income/(loss) before income tax | (117,180) | 866,827 | ||
Adjustments to net income (loss) for the period | ||||
Permanent additions | 16,822 | 22,943 | ||
Temporary additions | 224,457 | 197,465 | ||
Permanent exclusions | (149,680) | (162,216) | ||
Temporary exclusions | (145,212) | (634,010) | ||
Taxable income/(tax loss) before offset of tax loss carryforward | (170,793) | 291,009 | ||
Utilization of tax losses (30%) | (87,303) | |||
Taxable income/(tax loss) for the period | (170,793) | 203,706 | ||
Income tax (15%) and surcharge (10%) | 50,909 | |||
Other | 88 | (941) | ||
Income tax expenses for the period | 88 | 49,968 | ||
The Company recorded tax losses in 2006 and, accordingly, is not entitled to income tax exemption/ abatement benefits. For the nine-month period ended September 30, 2005, exemption / abatement of income tax amounted to R$ 41,519.
(b) Deferred income tax
(i) Composition of deferred income tax
In accordance with the provisions of CVM Deliberation 273/98, which approved the Institute of Independent Auditors of Brazil (IBRACON) standard on the accounting for income tax, supplemented by CVM Instruction 371/02, the Company has the following accounting balances of deferred income tax:
41
Composition of deferred income tax asset: | Sep/06 |
Jun/06 | ||
Tax loss carryforwards | 615,212 | 513,984 | ||
Amortized goodwill on investments in merged companies | 421,232 | 440,806 | ||
Effect of adoption of IBRACON Technical Interpretation 01/2006 | 167,074 | |||
Temporarily non-deductible expenses | 560,585 | 530,178 | ||
Potential calculation basis of deferred income tax | 1,597,029 | 1,652,042 | ||
Potential deferred income tax (25%) | 399,256 | 413,011 | ||
Unrecorded portion of deferred income tax | (3,655) | (4,425) | ||
Deferred income tax - assets | 395,601 | 408,586 | ||
Current assets | (19,573) | (19,573) | ||
Long-term receivables | 376,028 | 389,013 | ||
Activity: | ||||
Opening balance | 277,250 | 277,250 | ||
Addition of Polialden balance | 3,937 | 3,937 | ||
Deferred income tax on tax carryforwards | 43,536 | 17,391 | ||
Income tax on amortized goodwill of merged company Polialden | 75,875 | 75,875 | ||
Deferred income tax on amortized goodwill of merged companies | (7,492) | (3,464) | ||
Income tax on effects of Technical Interpretation 01/2006 (adjusted against Retained earnings) | 41,768 | |||
Deferred income tax on temporary provisions | 2,495 | (4,171) | ||
Closing balance | 395,601 | 408,586 | ||
Deferred income tax liability accelerated depreciation: | ||||
Opening balance | (8,525) | (8,525) | ||
Realization of deferred income tax | 442 | 294 | ||
Closing balance | (8,083) | (8,231) | ||
Deferred income tax in income statement | 114,311 | 85,925 | ||
Deferred income tax assets arising from tax losses and timing differences are recorded taking into account analyses of future taxable profits, supported by studies prepared based on internal and external assumptions and current macroeconomic and business scenarios approved by the Company's management.
In accordance with CVM Normative Instruction 371/02, the Company reversed the income tax on the effects of Technical Interpretation 01/2006, recorded during the first quarter of 2006.
42
(ii) Estimated timing of the utilization of deferred income tax assets
Deferred income tax assets recorded are limited to the amounts whose offsetting is supported by projections of taxable income, earned by the Company in up to 10 years, also taking into account the limit for offsetting tax losses of 30% of the pre-tax income for the year and tax exemption and reduction benefits.
Considering the positive impacts from the corporate restructuring (Note 1 (b)), the Company's business plan at December 31, 2005 indicates the generation of future taxable income based on projections and feasibility studies primarily influenced by price, foreign exchange, interest rate and market growth assumptions and other variables relevant to the performance of Braskem considered in its business plan. The studies show that the income tax credit from tax losses, in the amount of R$ 153,803, will be fully utilized between 2007 and 2011.
The realization of income tax credits on tax losses is expected to occur as follows:
2007 | 10,125 | |
2008 | 16,725 | |
2009 | 33,375 | |
2010 | 45,225 | |
2011 | 48,353 | |
153,803 | ||
Deferred income tax credits on timing differences, mainly comprised of goodwill in the amount of R$ 101,652, and provisions in the amount of R$ 140,146, are justified by their full utilization due to the accounting realization of goodwill and provisions.
The realization of income tax credits on goodwill is expected to occur as follows: | ||
2006 | 4,894 | |
2007 | 19,573 | |
2008 | 19,573 | |
2009 | 20,126 | |
2010 | 20,126 | |
2011 | 11,224 | |
2012 to 2014 | 4,344 | |
2015 to 2016 | 1,792 | |
101,652 | ||
43
The accounting for deferred income tax assets does not consider the portion of amortized goodwill on investments in merged companies, the realization term of which exceeds 10 years (R$ 14,625).
Concerning temporarily non-deductible expenses, deferred income tax was calculated on tax expenses which are currently being challenged in court and other operating expenses, as is the case of the provision for doubtful accounts.
As the income tax taxable basis is determined not only by the potential future profits, but also the existence of non-taxable revenues, non-deductible expenses, fiscal incentives and other variables, there is no immediate correlation between the Company's net income and the income tax results. Accordingly, the expectation of using tax credits should not be construed as an indication of the Company's future results.
(c) Social Contribution on Net Income ("CSL")
In view of the discussions over the constitutionality of Law 7689 of 1988, the Company and its merged companies OPP Química, Trikem and Polialden filed civil lawsuits against payment of CSL. The resulting court decision favorable to these companies became final and conclusive.
However, the Federal Government filed a suit on the judgment (ação rescisória) challenging the decisions on the lawsuits filed by the Company, Trikem and Polialden, on the argument that - after the final decision favorable to those companies - the Full Bench of STF declared the constitutionality of this tax except for 1988. As the Federal Government did not file a suit on the judgment in the case of OPP Química, the first final and conclusive decision remained in force.
The suit on the judgment and tax payments are still on hold, but the Federal Revenue Office has issued tax assessment notices against the Company and its merged companies, and administrative defenses have been filed against such notices.
Based on the opinion of its external legal advisors, the Company believes that the following is likely to occur: (i) the courts will eventually release the Company from paying this tax; and (ii) even if the rescission action is held valid, it cannot be applied retroactively to enactment of the law, and thus the Company has made no provisions for this tax.
If retrospective collection is required by court order (contrary to the opinion of its external legal advisors), the Company believes that the possibility of a fine is remote. Accordingly, the amount payable, restated based on Brazil's SELIC benchmark rate, would be approximately R$ 691,000 (R$ 679,000 as of June 30, 2006), excluding the fine.
44
(a) Corporate income tax
Until calendar year 2011, the Company has the right to reduce by 75% the income tax on the profit arising from the sale of basic petrochemical products and utilities. The two Camaçari polyethylene plants have the same right until calendar years 2011 and 2012 and the PVC plant at Camaçari has the same right to reduction until 2013. The PVC plant in Alagoas and the PET plant at Camaçari are exempt from corporate income tax calculated on the results of their industrial operations until 2008.
Productions of caustic soda, chloride, ethylene dichloride and caprolactam enjoy the benefit of the 75% decrease in the income tax rate up to 2012.
At the end of each fiscal year, in the case of taxable profit resulting from the benefited operations, the income tax amount is recorded as expense for the year and credited to a capital reserve account, which can only be used to increase the capital or absorb losses.
(b) Value-added tax - ICMS
The Company has ICMS tax incentives granted by the States of Rio Grande do Sul and Alagoas, through the Company Operation Fund - FUNDOPEM and State of Alagoas Integrated Development Program - PRODESIN, respectively. Such incentives are designed to foster the installation and expansion of industrial facilities in those States. Incentives determined for the nine-month period ended September 30, 2006 amounted to R$ 8,103 (September 30, 2005 - R$ 6,171). The accounting treatment of such incentives is the same applied to the income tax incentive (Note 18(a)).
19 Investment Units
Braskem has developed the Long-Term Incentive Plan, under which those involved in strategic programs can acquire Investment Units.
The unit value of the Investment Units was calculated as the average closing price of quotations of Braskem class "A" preferred shares on Bovespa from October 2005 to March 2006, and is equal to R$ 18.14. As an incentive to purchase Investment Units by those employees entitled to the program, Braskem granted 1 Investment Unit for each Investment Unit already purchased. These Unit can be redeemed only as from the fifth year, being 20% in the first year and 10% in each subsequent year.
The program participants will be entitled to a return equivalent to the amount of dividends and/or interest on own capital attributed to the holders of each Braskem class "A" preferred share.
45
The composition and cost of Investments Units at September 30, 2006 are as follows:
Number | Value | |||
Investment units | ||||
Issued | 95,710 | 1,736 | ||
Granted as bonus | 95,710 | 74 | ||
Total | 191,420 | 1,810 | ||
20 Stockholders' Equity
(a) Capital
At September 30, 2006, the Company's subscribed and paid-up capital is R$ 3,508,272, divided into 123,492,142 common, 246,107,138 class "A" preferred, and 803,066 class B preferred shares, all of them with no par value. At the same date, the Company's authorized capital comprises 488,000,000 shares, of which 175,680,000 are common, 307,440,000 are class "A" preferred, and 4,880,000 are class "B" preferred shares.
The Extraordinary General Meeting held on May 31, 2006 approved the Company's capital increase by R$ 105,304 as a result of the merger of subsidiary Polialden (Note 1(b)). On that same date, the conversion of 2,632,043 class "A" preferred shares into common shares, at 1:1, was also approved.
(b) Share rights
Preferred shares are non-voting but ensure priority to the receipt of a non-cumulative dividend of 6% p.a. on their unit value, in accordance with the net income available for distribution. Only Class "A" preference shareholders share equally with the common shares in the remaining net income, and common shares are entitled to dividends only after priority dividends have been paid to the holders of preference shares. Only Class "A" preference shareholders share equally with common shares in the distribution of shares resulting from the incorporation to capital of other reserves. Class "B" preference shares are not convertible into common shares. However, at the end of the non-transfer period provided for in the applicable law, they can be converted into Class "A" preference shares at any time, at the ratio of 2 Class "B" preference shares for each Class "A" preference share.
Class "A" and Class "B" preference shares have priority to the return of capital in the case of liquidation.
46
Shareholders are ensured a mandatory dividend of 25% of net income for the year, adjusted in accordance with the Brazilian Corporate Law.
Pursuant to the Understanding Memoranda for the Execution of Shareholders' Agreement, the Company must distribute dividends corresponding to not less than 50% of the net income for the year, as long as the required reserve amounts are sufficient to allow for the efficient operation and development of the Company's businesses.
Under the terms of Eurobond and MTN agreements (Notes 14(a) and (c)), the payment of dividends, interest on capital or any other profit distribution is limited to the higher of 50% of net income for the year, or 6% of the unit value of class "A" and "B" preference shares.
(c) Treasury stock
The Board of Directors meeting held on May 3, 2006 approved a Share Buyback Program, under which common and class "A" preferred shares will be acquired to be kept in treasury and subsequently sold and/or cancelled, with no reduction in capital.
Until September 30, 2006, the Company acquired 9,201,000 class "A" preferred shares, at the average cost of R$ 13.59 per share. The low and high quotations during this period were R$ 9.97 and R$ 15.46 per share, respectively.
In July 2006, the Company also acquired 765,079 class "A" preferred shares from dissenting Polialden stockholders.
At September 30, 2006, shares held in treasury comprised 11,163,426 class "A" preferred shares, for a total of R$ 137,163. The total value of these shares, based on the average quotation at the Bovespa sessions, is R$ 152,381.
(d) Appropriation of net income
The Shareholders' Meeting held on April 7, 2006 approved the appropriation of the net income for 2005, in the amount of R$ 685,775, as follows: (i) R$ 270,000 distributed as interest on own capital, of which R$ 179,369 to Class "A" preference shareholders, R$ 452 to Class "B" preference shareholders, and R$ 90,179 to common shareholders; (ii) R$ 55,743 as dividends, of which R$ 37,094 to Class "A" preference shareholders, and R$ 18,649 to common shareholders; (iii) R$ 34,289 to the Legal reserve, and (iv) R$ 325,743 to the Revenue reserve for expansion. Payment of interest on own capital and dividends commenced on April 18, 2006.
47
Capital reserves |
Revenue reserves |
|||||||||||||||
Tax |
Legal |
Retention |
Treasury |
Accumulated |
||||||||||||
Capital |
incentives |
Other |
reserve |
of profits |
stock |
deficit |
Total |
|||||||||
At January 1, 2006 | 3,402,968 |
396,264 |
557 |
68,923 |
780,294 |
(1,905) |
4,647,101 | |||||||||
Capital increase | 105,304 |
105,304 | ||||||||||||||
Repurchase of shares | (135,258) |
(135,258) | ||||||||||||||
Change in accounting policy | (164,889) |
(164,889) | ||||||||||||||
Tax incentives | 7,023 |
7,023 | ||||||||||||||
Loss for the period | (2,957) |
(2,957) | ||||||||||||||
At September 30, 2006 | 3,508,272 |
403,287 |
557 |
68,923 |
780,294 |
(137,163) |
(167,846) |
4,456,324 | ||||||||
In 2006, the Company adopted the accounting policy established in IBRACON Technical Interpretation 01/2006, addressing the accounting of shutdown expenses for maintenance of industrial plants. This standard requires that expenses with goods and services to restore the future economic benefits from the assets be recorded in Property, Plant and Equipment and added to those assets that were subject to maintenance during the shutdown.
Braskem carries out programmed, regular shutdowns at intervals which vary from two to six years. Until December 2005, these expenses were recorded in Deferred charges and amortized through the beginning of the next stoppage. Additionally, the compliance with the new standard implies the recognition of the depreciation related to the parts and components which are replaced during each shutdown. As this is a change in accounting policy addressing depreciation in periods prior to 2006, the adjustment, in the amount of R$ 164,889, was recorded in Accumulated deficit.
21 Contingencies
(a) Collective Bargaining Agreement - Section 4
The Petrochemical, Plastics, Chemicals and Related Companies Employees Union in the State of Bahia (SINDIQU¥MICA) and the Employers' Association of the Petrochemical and Synthetic Resins Industries in the State of Bahia (SINPEQ) are disputing in court the validity of a wage and salary indexation clause contained in the collective bargaining agreement (convenção coletiva de trabalho), given the matter of public policy involved, namely, the adoption of an economic plan in 1990 that put a limit on wage adjustments. The Company ran plants in the region in 1990, and is a member of SINPEQ.
48
The employees' labor union seeks retroactive adjustment of wages and salaries. In December 2002, the STF affirmed a previous decision from the Superior Labor Court (TST), determining that an economic policy legislation should prevail over collective bargaining agreements and, as such, no adjustment was due. SINDIQUÍMICA appealed this decision, but no final and conclusive decision has been rendered to date.
Based on the opinion of the Company's external legal advisors, Management believes in a favorable outcome for the companies, and thus no amount was provisioned for in connection with this case.
(b) Holders of Preferred SharesSome holders of Class "B" preferred shares issued by the Company under a tax incentive program claim that they are entitled to profit distribution on a par with the holders of common and Class "A" preferred shares.
The merged company Polialden faced an identical issue before CVM; on August 10, 2000, the CVM Board agreed with the Company's position that the dividends payable to preferred shares should range from 6% to 8% of the unit value of such shares, or the equivalent to 25% of net income for the year, whichever is higher, as the Company has done over the last 10 years. Said decision further clarified that these preferred shares are not entitled to remaining profits, as the bylaws have clearly set the maximum dividends attaching to such shares.
Most court decisions already rendered in this regard have been favorable to the Company and its merged company Polialden. For this reason, most of the judicial bonds posted by Polialden as security for preliminary injunctions entered favorably to some shareholders (in an amount corresponding to the shortfall asserted by those shareholders in connection with the dividends approved at the Annual General Meetings of 2002 and 2004) have already been released to the Company; there is only one judicial deposit securing the 2004 dividends asserted by one single shareholder, at the historical value of R$804.
The Company's external legal advisors believe that the chances of success in these cases are likely, having also relied on opinions from renowned jurists and on recent court and CVM rulings on this specific issue; for this reason, the Company has abided by the rules set out in its bylaws as to payment of dividends to common shares and to incentive preferred shares, limiting payments to the latter at 6% of their par value and capped at 25% of the compulsory dividends set forth in the Company's bylaws.
49
From May through October 2000, the merged companies OPP Química and Trikem offset their own federal tax debts with IPI tax credits (créditos-prêmio) assigned by an export trading company ("Assignor"). These offsetting procedures were recognized by the São Paulo tax officials (DERAT/SP) through offset supporting certificates ("DCC's") issued in response to an injunctive relief entered in a motion for writ of mandamus ("MS SP"). Assignor also filed a motion for writ of mandamus against the Rio de Janeiro tax officials (DERAT/RJ) ("MS RJ") for recovery of IPI tax credits and their use for offsetting with third-party tax debts, among others. The MS SP was dismissed without judgement of merit, confirming the Rio de Janeiro administrative and jurisdictional authority to rule on Assignor's tax credits.
In June 2005, DERAT/SP issued ordinances (portarias) canceling the DCC's. Based on these ordinances, the Federal Revenue unit in Camaçari/BA sent collection letters to the Company. Notices of dispute were presented by the Company, but the administrative authorities declined to process them. As a result, past-due federal tax liabilities (dívida ativa) at R$ 276,620 were posted by the Government in December 2005 concerning the Company's alleged tax debts originating from the offsetting procedures.
Both Assignor and the Company commenced a number of judicial and administrative proceedings to defend the lawfulness and validity of those offsetting procedures, and the legal counsels to both companies classified the chances of success in those cases as probable, mostly in light of the indisputable validity and liquidity of those credits as confirmed in a specific audit conducted by DERAT/RJ.
Finally, on October 3, 2005, the Federal Supreme Court held the MS RJ favorably to Assignor in a final and conclusive manner, confirming Assignor's definite right to use the IPI tax credits from all its exports and their availability for offsetting with third-party debts. As a result, the legal counsels to Assignor and to the Company believe that the offsetting procedures carried out by the merged companies and duly recognized by DERAT/SP are confirmed, and for this reason they also hold that the tax liabilities being imputed to the Company are not due. Irrespective of the final and conclusive decision in MS RJ, the legal advisors to Assignor and to the Company, in addition to a jurist consulted on this specific issue, believe that the tax liabilities purportedly related to offsetting procedures carried out by the merged companies have become time-barred and, as such, can no longer be claimed by the tax authorities.
In January 2006, the Company was ordered to post bond in aid of execution of the tax claim referred to above; this bond was submitted in the form of a judicial bond insurance policy (seguro garantia).
The Company's external legal advisors have classified the chances of success in all claims listed above as probable; nevertheless, if the Company is eventually defeated in all those cases, it will be entitled to full recourse against Assignor concerning all amounts paid to the National Treasury, as per the assignment agreement executed in 2000.
50
(d) National Social Security Institute - INSS
The Company is a party to several social security disputes in the administrative and judicial spheres, totaling R$ 164,828 as of September 30, 2006. The Company has made judicial deposits for R$ 15,100, and R$ 18,200 is secured by a portion of its inventory.
In October 2000, INSS assessed the merged company Polialden for non-submission of evidence as to collection of social security contributions owed by contractors from May 1995 through December 1998, as well as for non-payment of the employer's social security contribution on payroll from May 1998 through January 1999, which amounted to R$ 8,127 on September 30, 2006.
Based on external legal counsel's opinion, the Company's Management provisioned for the amount of R$ 8,500. No provision had been made for the remaining balance since the probabilities of loss are remote.
(e) Other court disputes involving the Company and its controlled companies
The Company is defendant in civil lawsuits filed by the parent company of a former caustic soda distributor and by a carrier that rendered services to said former distributor, totaling R$ 25,605 as of September 30, 2006. This former distributor seeks redress of damages caused by the Company's alleged non-fulfillment of the distributor agreement. In reliance on the opinion of external legal counsel sponsoring the Company in these lawsuits, Management believes that the cases will possibly be rejected and no provisions have been made for this matter.
In the 2nd quarter of 2005, the Petrochemical and Chemicals Companies Employees Union in Triunfo (RS) and Camaçari (BA) lodged labor actions claiming overtime payment. The Company has filed the proper defense to these claims and the Management does not expect any loss to result from the final judgment.
As of 2006, the Company is respondent in approximately 1,184 labor claims, including those mentioned above, totaling R$ 258,878 (R$ 259,315 as of June 30, 2006). Based on the opinion of external legal counsel, most of these labor claims are likely to be judged favorably to the Company and, for this reason, no amounts were provisioned in this respect. The cases classified as a probable loss have been provisioned at R$ 13,328 by the Company.
22 Financial Instruments
(a) Risk management
Since the Company operates in the domestic and international financial markets, obtaining funds for its operations and investments, it is exposed to market risks mainly arising from changes in the foreign exchange and interest rates.
51
The Company's policy to manage risks has been approved and reviewed by management (Board of Directors and Executive Board). These rules prohibit speculative trading and short sales, and provide for the diversification of instruments and counterparties. Counterparties' limits and creditworthiness are reassessed on a regular basis and set up in accordance with rules approved by the Company management. Gains and losses on hedge transactions are taken to income on a monthly basis.
To cover the exposure to market risk, the Company utilizes various types of currency hedges, some involving the use of cash and others not. The most common types which use cash, as adopted by the Company, are financial applications abroad (Certificates of deposit, securities in U.S. dollars, foreign mutual funds, time deposits and overnight deposits) and put and call options. The types of currency hedge which do not involve the use of cash are swaps of foreign currency for CDI and forwards.
To hedge its exposure to exchange and interest risks arising from loan and financing agreements, the Company adopted the following methodology: hedging of the principal and interest falling due in the next 12 months in, at least (i) 60% of the debt linked to exports (trade finance), except for Advances on Exchange Contracts ("ACCs") of up to six months and Advances on Export Contracts ("ACEs"); and (ii) 75% of the debt not linked to exports (non-trade finance).
(b) Exposure to foreign exchange risks
The Company has long-term loans and financing to finance its operations, including cash flows and project financing. Part of the long-term loans is linked to the U.S. dollar (Note 14).
(c) Exposure to interest rate risks
The Company is exposed to interest rate risks on its debt. The debt in foreign currency, bearing floating interest rates, is mainly subject to LIBOR variation, while the domestic debt, linked to local interest rates, is mainly subject to fluctuations in the Long-term Interest Rate (TJLP) and the Interbank Deposit Certificate (CDI) rate.
(d) Exposure to commodities risks
The Company is exposed to fluctuations in the price of several petrochemical commodities, especially its main raw material, naphtha. Since the Company seeks to transfer to its own selling prices the effect of price changes in its raw material, arising from changes in the naphtha international quotation, part of its sales may be carried out under fixed-price contracts or contracts stating maximum and/or minimum fluctuation ranges. Such contracts may be commercial agreements or derivative contracts relating to future sales.
52
(e) Exposure to credit risk
The operations that subject the Company to concentration of credit risk are mainly bank accounts, financial investments and other accounts receivable, exposing Braskem to the risk of the financial institution involved. In order to manage the credit risk, the Company keeps its bank accounts and financial investments with large financial institutions.
In relation to customer credit risk, the Company protects itself by performing detailed analyses before granting credit and by obtaining real and personal guarantees, when necessary.
(f) Derivative instrument transactions
At September 30, 2006, the Company had the following derivative contracts:
Market value (i) | |||||||||||||||||
Description | Maturity | Notional | Sep/06 | Jun/06 | |||||||||||||
Real / US$ - Option (Put US$) | Feb/2007 | US$ 306,000 th. | (4,785) | (1,196) | |||||||||||||
Real + CDI / Yen + Tibor (swap) | Jul/2012 | R$ 280,000 th. | (63,125) | (55,782) | |||||||||||||
Real + CDI / US$ (swap) | Jul/2006 | US$ 200,000 th. | (18,845) | (13,938) | |||||||||||||
Real + CDI / US$ (swap) | Feb/2007 | US$ 100,000 th. | (11,509) | ||||||||||||||
To determine the estimated market value of financial instruments, the Company uses quotations for similar transactions or public information available in the financial market, as well as valuation methodologies generally accepted and utilized by counterparties. These estimates do not necessarily guarantee that such operations could be realized in the market at the indicated amounts. The use of different market information and/or valuation methodologies could have a significant effect on the estimated market value.
All outstanding derivative contracts are intended only to offset financial losses and gains (hedge) on other Company assets or liabilities. Accordingly, they are linked to purchases, sales, financial investment or debt agreements.
53
23 Financial Income (Expenses)
nine months |
||||
Sep/06 | Sep/05 | |||
Financial Income | ||||
Interest income | 84,281 | 90,582 | ||
Monetary variation of financial investments, related parties and accounts | ||||
receivable |
17,045 | 6,375 | ||
Monetary variation of taxes recoverable | 32,932 | 3,363 | ||
Exchange variation on foreign currency assets | (143,287) | (365,050) | ||
Other | 29,288 | 43,972 | ||
20,259 | (220,758) | |||
Financial expenses | ||||
Interest on financing and related parties | (285,494) | (298,726) | ||
Monetary variation on financing and related parties | (167,842) | (174,796) | ||
Monetary variation and interest on taxes, contributions and suppliers | (119,625) | (104,017) | ||
Losses on derivative transactions | (10,145) | (29,984) | ||
Expenses with vendor transactions | (112,337) | (95,589) | ||
Discounts granted | (39,136) | (21,029) | ||
Exchange variation on foreign currency liabilities | 275,752 | 860,971 | ||
Taxes and charges on financial transactions | (85,605) | (73,243) | ||
Other | (63,175) | (27,623) | ||
(607,607) | 35,928 | |||
Financial results, net | (587,348) | (184,830) | ||
24 Other Operating Income and Expenses
nine months |
||||
Sep/06 | Sep/05 | |||
Income (expenses) | ||||
Rental of facilities and assignment of right of use | 19,237 | 19,489 | ||
Recovery of taxes (Note 16(iii)) | 112,984 | |||
Sale of sundry materials | 1,314 | 9,940 | ||
Other operating income(expenses), net | (23,062) | 8,165 | ||
110,473 | 37,594 | |||
54
25 Insurance Coverage
The Company has a broadly-based risk management program designed to provide cover and protection for all assets, as well as possible losses caused by production stoppages, through an "all risks" insurance policy. This policy establishes the amount for maximum probable damage, considered sufficient to cover possible losses, taking into account the nature of the Company's activities and the advice of insurance consultants. At September 30, 2006, insurance coverage for inventories, property, plant and equipment, and loss of profits of the Company amounts to R$ 4,123,592 per claim, while the total of all insured assets is R$ 9,182,147.
26 Private Pension Plans
The actuarial obligations relating to the pension and retirement plans are accrued in conformity with the procedures established by CVM Deliberation 371/2000.
The formation of Braskem involved the integration of six sponsoring companies and three different pension plans managed by Fundação PETROBRAS de Seguridade Social - PETROS ("PETROS"), PREVINOR - Associação de Previdência Privada ("PREVINOR") and ODEPREV - Odebrecht Previdência ("ODEPREV"). In addition to sponsoring different private pension plans, the Company has approximately 800 employees who do not participate in company-sponsored pension plans, as no new benefits were granted to employees since the inception of the Company.
Management ceased to provide benefits to new employees in order to devise a single, legitimate solution for all participants, with a view to protecting the plan participants' financial assets.
Experts engaged by the Company recommended that ODEPREV be the only supplementary pension plan entity sponsored by the Company. Furthermore, employees who do not participate in the PETROS and PREVINOR plans were offered the opportunity of joining the ODEPREV plan, retroactively to August 16, 2002.
In early June 2005, the Company communicated to PETROS and PREVINOR its intended withdrawal as a sponsor effective June 30, 2005. With regard to Petros, the Company is completing the calculation of mathematical reserves of participants, that define potential requirements of contribution by the Company to settle previous commitments. Following the completion of actuarial calculations, the proposed withdrawal as a sponsor will be submitted for the approval of the Supplementary Pension Plan Secretariat, a Social Security Ministry department in charge of regulating and inspecting private pension plans. To support the potential contribution mentioned above, the Company recorded a provision of R$ 58,554 in long-term liabilities.
55
As to PREVINOR, the reserve computations have been completed and the entity has a surplus, so that no contributions by the Company are required. The process is under review by the Supplementary Pension Plan Secretariat. Following the approval, active participants' and beneficiaries' rights will be settled.
Benefits to retired employees and pensioners will continue to be paid on a regular basis up to completion of the process.
(a) ODEPREVThe Company has a defined-contribution plan for its employees. The plan is managed by ODEPREV - Odebrecht Previdência which was set up by Odebrecht S.A. as a closed private pension entity. ODEPREV offers its participants, employees of the sponsoring companies, the Optional Plan, a defined-contribution plan, under which monthly and sporadic participant contributions and annual and monthly sponsor contributions are accumulated and managed in individual retirement savings accounts.
The Board of Trustees of ODEPREV defines each year, in advance, the parameters for contributions to be made by the participants and the sponsoring companies. With regard to the payment of benefits under the Optional Plan, the obligation of ODEPREV is limited to the total value of the quotas held by its participants and, to comply with the regulations for a defined-contribution plan, it will not be able to require any obligation or responsibility on the part of the sponsoring company to assure minimum levels of benefits to the participants who retire.
At September 30, 2006, the active participants in ODEPREV total 2,277 (June 30, 2006 - 2,285) and the Company's and employees' contributions amounted to R$ 6,742 and R$ 9,997, respectively.
The Company has contracts for consumption of electric energy for its industrial plants located in the States of Alagoas, Bahia and Rio Grande do Sul. The minimum commitment for consumption under these four-year contracts amounts to approximately R$ 233,500 (not reviewed).
The Company acquires from Copesul ethylene and propylene for its units at the Southern Petrochemical Complex, under a contract in force until 2014. The minimum annual purchase commitment corresponds to 268,200 metric tons of ethylene and 262,200 metric tons of propylene. Considering the prices ruling at September 30, 2006, this commitment corresponds to R$ 1,262,400 (not reviewed). If the Company does not acquire the minimum volume, it must pay 40% of the current price of the amount not purchased. Such amount would be R$ 504,960 (not reviewed).
56
Braskem purchases naphtha under contracts establishing a minimum annual purchase volume equal to R$ 5,637,100 (not reviewed), based on market prices as of September 30, 2006.
28 Subsequent Events
On October 23, 2006, the Company closed the share buyback program initiated on May 4, 2006. A total of 13,131,054 class "A" preferred shares (PNA) were acquired, in the amount of R$ 182,209, and the Company now holds in treasury 14,363,480 preferred shares.
57
Supplementary Information
Statement of cash flows for the periods ended September 30, 2006 and 2005.
Parent |
||||||||
company |
Consolidated |
|||||||
Sep/06 |
Sep/05 |
Sep/06 |
Sep/05 | |||||
Net income (loss) for the period | (2,957) | 675,767 | 23,190 | 685,103 | ||||
Adjustment to reconcile net income (loss): | ||||||||
Depreciation, amortization and depletion | 652,953 | 588,470 | 723,242 | 642,684 | ||||
Amortization of goodwill (negative goodwill), net | 38,001 | 122,970 | 35,083 | 114,279 | ||||
Equity in the results of investees | (116,767) | (127,339) | (367) | (72) | ||||
Provision for loss on investments | (6,469) | (41,101) | ||||||
Tax incentives | (15,419) | (30,078) | ||||||
Exchange variation on investments | (4,701) | (30,270) | (229) | (12,549) | ||||
Gains (losses) on interest in investments | ||||||||
and others | (2,291) | 3,036 | (13,859) | 3,280 | ||||
Gains (losses) on permanent assets disposal | 92 | 427 | 1,410 | 3,219 | ||||
Interest and monetary and exchange variations, | ||||||||
net | 373,057 | 7,665 | 417,208 | (1,058) | ||||
Recognition of tax credits | (80,583) | (80,583) | ||||||
Minority interests | 644 | 282 | ||||||
Deferred income tax | (114,311) | 141,092 | (119,862) | 140,971 | ||||
Other | 8,446 | 5,861 | 2,702 | 82 | ||||
744,470 | 1,346,578 | 973,160 | 1,546,143 | |||||
Effect of mergers and acquisition of investments | 147,698 | 2 | 8,752 | |||||
Financial effects on cash | 225,511 | 251,476 | 203,453 | 238,682 | ||||
Cash generation before changes in | ||||||||
operating working capital | 1,117,679 | 1,598,056 | 1,185,365 | 1,784,825 | ||||
Changes in operating working capital | ||||||||
Marketable securities | (357,799) | (554,800) | (446,798) | (3,232) | ||||
Trade accounts receivable | 12,925 | (116,487) | (177,232) | (127,413) | ||||
Inventories | 42,877 | (11,336) | (6,838) | (28,187) | ||||
Taxes recoverable | (191,414) | (129,746) | (235,472) | (154,906) | ||||
Prepaid expenses | (28,477) | 37,158 | 8,390 | 38,474 | ||||
Dividends received | 139,968 | 194,339 | 2,000 | 9,134 | ||||
Other accounts receivable | (14,848) | (23,556) | (117,319) | (107,422) | ||||
Suppliers | 159,124 | 342,869 | 63,692 | 469,876 | ||||
Taxes and contributions | (66,182) | (11,783) | (71,971) | (394) | ||||
Tax incentives | 7,023 | 47,690 | 22,524 | 77,742 | ||||
Advances from customers | (23,196) | 1,135 | (24,401) | (18,392) | ||||
Other accounts payable | 43,698 | (41,965) | 105,367 | 19,596 | ||||
Generation of cash from operations before financial | ||||||||
effects | 841,378 | 1,331,574 | 307,307 | 1,959,701 | ||||
Exclusion of financial effects in cash | (225,511) | (251,476) | (203,453) | (238,682) | ||||
Generation of accounting cash from operations | 615,867 | 1,080,098 | 103,854 | 1,721,019 | ||||
58
Cash flows (continued)
Parent |
||||||||
company |
Consolidated |
|||||||
Sep/06 |
Sep/05 |
Sep/06 |
Sep/05 | |||||
Proceeds from the sale of permanent assets | 793 | (397) | 793 | (397) | ||||
Additions to investments | (243,845) | (160,082) | (236,558) | (52,554) | ||||
Additions to property, plant and equipment | (658,752) | (405,600) | (730,614) | (383,532) | ||||
Additions to deferred charges | (41,122) | (157,541) | (46,639) | (251,491) | ||||
Cash used for investments | (942,926) | (723,620) | (1,013,018) | (687,974) | ||||
Short-term debt, net | ||||||||
Funds obtained | 1,732,529 | 212,305 | 2,467,971 | 615,376 | ||||
Repayment | (2,415,764) | (1,077,618) | (3,156,041) | (2,068,304) | ||||
Long-term debt | ||||||||
Funds obtained | 1,783,144 | 1,176,285 | 1,833,467 | 1,551,471 | ||||
Repayment | (690,555) | (585,372) | (692,168) | (593,597) | ||||
Related parties | ||||||||
Funds obtained | 308,458 | 640,643 | 425 | 7,438 | ||||
Repayment | (422,438) | (477,883) | (5,954) | (116,127) | ||||
Dividends paid to stockholders and minority interests | (322,985) | (203,935) | (341,991) | (206,939) | ||||
Capital increase | 18,876 | |||||||
Repurchase of shares | (135,258) | (135,258) | ||||||
Other | (2,586) | (11,323) | ||||||
Use of cash in financing | (162,869) | (315,575) | (13,259) | (822,005) | ||||
Generation (use) of cash and cash equivalents | (489,928) | 40,903 | (922,423) | 211,040 | ||||
Represented by | ||||||||
Cash and cash equivalents, beginning of period | 1,461,090 | 1,556,147 | 2,135,742 | 1,834,747 | ||||
Cash and cash equivalents, end of period | 971,162 | 1,597,050 | 1,213,319 | 2,045,787 | ||||
Generation (use) of cash and cash equivalents | (489,928) | 40,903 | (922,423) | 211,040 | ||||
This statement was prepared in accordance with the criteria set forth in Accounting Standards and Procedures - NPC 20 - Statement of Cash Flows, issued by the Brazilian Institute of Independent Auditors - IBRACON.
Main transactions not impacting cashThe following transactions which did not impact cash were excluded from the statements of cash flows:
. Issue of Company shares and utilization of treasury stock to acquire minority interests in subsidiaries (Note 20(b));
. Acquisition of minority interests in Polialden Petroquímica S.A., as issue of shares;
. Reclassification of replacement
parts from inventories to property, plant and equipment.
* * *
59
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 21, 2006
BRASKEM S.A. | |||
By: | /s/ Paul Elie Altit | ||
Name: | Paul Elie Altit | ||
Title: | Chief Financial Officer |