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. and
Subsidiaries
Financial Statements at
December 31, 2004 and 2003
and Report of Independent Auditors
(A free translation of the original in Portuguese)
Report of Independent Auditors
To the Board of
Directors and Shareholders
Braskem S.A.
1 We have audited the accompanying balance sheets of Braskem S.A. and the consolidated balance sheets of Braskem S.A. and its subsidiaries as of December 31, 2004 and 2003, and the related statements of income, of changes in shareholders equity and of changes in financial position of Braskem S.A., as well as the related consolidated statements of income and of changes in financial position, for the years then ended. These financial statements are the responsibility of the Companies' management. Our responsibility is to express an opinion on these financial statements. The audits of the financial statements at and for the years ended December 31, 2004 and 2003 of the jointly-controlled entity Politeno Indústria e Comércio S.A. and of the associated company Petroflex Indústria e Comércio S.A., which are recorded under the equity method, were conducted by other independent auditors. Our opinion, insofar as it relates to the amounts of these investments and the profits generated by them, of R$ 203,465 thousand and R$ 61,451 thousand, respectively, in 2004 and R$ 179,091 thousand and R$ 33,317 thousand, respectively, in 2003, is based solely on the opinions of the other independent auditors.
2 We conducted our audits in accordance with approved Brazilian auditing standards, which require that we perform the audit to obtain reasonable assurance about whether the financial statements are fairly presented in all material respects. Accordingly, our work included, among other procedures: (a) planning our audit taking into consideration the significance of balances, the volume of transactions and the accounting and internal control systems of the Companies, (b) examining, on a test basis, evidence and records supporting the amounts and disclosures in the financial statements, and (c) assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
3 In our opinion, based on our audit and on the reports issued by other independent auditors, the financial statements audited by us present fairly, in all material respects, the financial position of Braskem S.A. and of Braskem S.A. and its subsidiaries at December 31, 2004 and 2003, and the results of operations, the changes in shareholders equity and the changes in financial position of Braskem S.A., as well as the consolidated results of operations and of changes in financial position, for the years then ended, in conformity with accounting practices adopted in Brazil.
4 As described in Notes 16(c) and 19 to the financial statements, 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, Plastic Chemicals and Related Companies of the state of Bahia (SINDIQUÍMICA). Based on the opinion of its outside legal advisors and Company management, no material losses are expected from these disputes. Accordingly, these financial statements do 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, as described in Note 9(i), management has concluded, based on the
opinion of its legal advisors that this appeal cannot significantly alter the receivable
recorded by the subsidiary.
6 The Company belongs to a group of companies
comprising the Braskem Group and carries out financial and commercial transactions, in
significant amounts, with its subsidiaries and other Group companies, under the
conditions described in Note 8 to the financial statements.
7 As described in Note 1(c) to the financial statements, the Company and some of its subsidiaries are involved in a broad business and corporate restructuring process, as part of the overall restructuring of the Brazilian petrochemical industry, intended to give the industry a more adequate capital structure, greater profitability, competitiveness and economies of scale. The Company and some of its subsidiaries are being, and will continue to be, affected by economic and/or corporate changes resulting from this process, the outcome of which will determine how the operations of the Company and its subsidiaries will develop, including the management of total liabilities and current and long-term assets. Additionally, this process and the matters described in Note 2 have affected the comparability between the financial statements as of December 31, 2004 and the financial statements of the prior year.
8. As described in Notes 10, 11, and 12 to the financial statements, the Company and some of its subsidiaries recognized in their financial statements 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 in the financial statements of future years 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 investees.
9 Our audits were conducted for the purpose of forming an opinion on the basic financial statements, referred to in the first paragraph, taken as a whole. The statements of cash flows for the years ended December 31, 2004 and 2003, presented in Attachment I to provide supplementary information about the Company and its subsidiaries, are not a required part of the basic financial statements, in conformity with accounting practices adopted in Brazil. This information has been subjected to the auditing procedures described in paragraph 2 and, in our opinion, is fairly presented in all material respects in relation to the financial statements taken as a whole.
Salvador, February 10, 2005
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5 "F" BA
Marco Aurélio de Castro e Melo
Contador CRC 1SP153070/O-3 "S" BA
COPY OF THE ORIGINAL
Braskem S.A. and Subsidiaries | |
Balance Sheets at December 31 | |
In thousands of reais | (A free translation of the original in Portuguese) |
Parent company | Consolidated | |||
Assets | 2004 | 2003 | 2004 | 2003 |
Current assets | ||||
Cash and cash equivalents | 1,556,869 | 423,791 | 1,753,321 | 689,597 |
Securities | 45,658 | 20,466 | 509,776 | |
Trade accounts receivable | 1,265,921 | 896,199 | 1,366,924 | 1,216,186 |
Taxes recoverable | 381,774 | 279,786 | 481,990 | 395,931 |
Inventories | 1,259,557 | 696,141 | 1,536,090 | 1,071,628 |
Related parties | 21,652 | 599 | ||
Dividends and interest on capital | 93,279 | 30,203 | 1,071 | |
Advances to suppliers and others | 82,286 | 95,807 | 117,808 | 121,306 |
Prepaid expenses | 50,609 | 47,761 | 56,877 | 87,000 |
4,690,295 | 2,536,998 | 5,334,075 | 4,092,495 | |
Long-term receivables | ||||
Trade accounts receivable | 18,247 | 24,745 | 23,146 | 27,038 |
Related parties | 745,765 | 945,081 | 34,825 | 62,716 |
Marketable securities | 61,422 | 34,199 | 89,829 | 34,231 |
Judicial deposits and compulsory loans | 160,589 | 137,718 | 198,635 | 191,340 |
Deferred income tax | 301,527 | 165,620 | 303,826 | 166,045 |
Taxes recoverable | 175,894 | 544,685 | 256,112 | 640,643 |
Inventories | 47,669 | 62,513 | 50,369 | 115,603 |
Other receivables | 1,108 | 560 | 9,110 | 12,854 |
1,512,221 | 1,915,121 | 965,852 | 1,250,470 | |
Permanent assets | ||||
Investments | ||||
Subsidiaries and jointly-controlled entities | 3,423,304 | 4,445,318 | ||
Associated companies | 55,691 | 33,505 | 55,691 | 37,695 |
Other investments | 8,364 | 5,239 | 34,970 | 34,512 |
Property, plant and equipment | 4,823,535 | 3,532,437 | 5,397,173 | 5,352,824 |
Deferred charges | 2,209,529 | 1,623,968 | 3,105,066 | 3,175,493 |
10,520,423 | 9,640,467 | 8,592,900 | 8,600,524 | |
Total assets | 16,722,939 | 14,092,586 | 14,892,827 | 13,943,489 |
Parent company | Consolidated | |||
Liabilities and shareholders equity | 2004 | 2003 | 2004 | 2003 |
Current liabilities | ||||
Suppliers | 2,282,592 | 1,114,330 | 2,038,937 | 1,049,136 |
Loans and financing | 1,435,094 | 2,474,482 | 1,775,618 | 2,759,167 |
Debentures | 4,969 | 19,196 | 4,969 | 19,196 |
Salaries and payroll charges | 72,243 | 43,970 | 95,589 | 81,718 |
Taxes and social contributions payable | 182,127 | 45,117 | 230,235 | 152,375 |
Dividends proposed and interest on capital payable | 183,873 | 749 | 191,550 | 7,280 |
Advances from customers | 24,844 | 80,375 | 47,906 | 256,425 |
Related parties | 1,147,804 | 698,538 | 217 | |
Insurance premiums payable | 52,657 | 42,170 | 53,205 | 72,659 |
Other payables | 55,111 | 31,446 | 98,657 | 76,314 |
5,441,314 | 4,550,373 | 4,536,666 | 4,474,487 | |
Long-term liabilities | ||||
Suppliers | 74,107 | 61,341 | 74,107 | 61,341 |
Loans and financing | 3,315,086 | 2,666,328 | 3,051,182 | 3,615,264 |
Debentures | 1,167,870 | 1,472,804 | 1,167,870 | 1,472,804 |
Advances for purchase of credit rights | 80,514 | 113,400 | ||
Related parties | 671,381 | 1,762,396 | 115,734 | 177,578 |
Deferred income tax | 9,115 | 9,705 | 9,254 | 9,844 |
Taxes and contributions payable | 1,143,247 | 500,155 | 1,332,123 | 1,149,138 |
Provision for loss on investments | 535,604 | 698,691 | ||
Other payables | 99,935 | 97,116 | 121,219 | 133,474 |
7,016,345 | 7,349,050 | 5,871,489 | 6,732,843 | |
Deferred income | ||||
Negative goodwill on investments in | ||||
subsidiaries | 30,250 | 34,844 | 94,117 | 69,176 |
Minority interest | 203,093 | 554,409 | ||
Shareholders equity | ||||
Capital | 3,402,968 | 1,887,422 | 3,402,968 | 1,887,422 |
Capital reserves | 344,782 | 744,315 | 344,782 | 744,315 |
Revenue reserves | 489,185 | 454,727 | ||
Treasury stock | (1,905) | (10,137) | (15,015) | (23,247) |
Accumulated deficit | (463,281) | (495,916) | ||
4,235,030 | 2,158,319 | 4,187,462 | 2,112,574 | |
Total liabilities and shareholders equity | 16,722,939 | 14,092,586 | 14,892,827 | 13,943,489 |
The accompanying notes are an integral part of these financial statements.
In thousands of reais, except net income per thousand shares | (A free translation of the original in Portuguese) |
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Gross sales | ||||
Domestic market | 12,136,932 | 7,840,832 | 13,406,178 | 9,926,982 |
Foreign market | 1,957,624 | 1,630,053 | 2,548,383 | 2,617,690 |
Deductions from gross sales | ||||
Sales taxes, freights and returns | (3,312,950) | (1,805,582) | (3,762,561) | (2,408,862) |
Net sales revenue | 10,781,606 | 7,665,303 | 12,192,000 | 10,135,810 |
Cost of sales and services rendered | (8,120,344) | (6,264,807) | (9,078,324) | (8,089,268) |
Gross profit | 2,661,262 | 1,400,496 | 3,113,676 | 2,046,542 |
Operating expenses (income) | ||||
Selling | 229,488 | 104,180 | 274,924 | 158,326 |
General and administrative | 314,577 | 209,698 | 362,320 | 305,385 |
Directors remuneration | 10,111 | 3,822 | 12,735 | 8,243 |
Investment in subsidiaries and associated companies | ||||
Equity in the results | (169,952) | (91,825) | (17,998) | (13,616) |
Amortization of goodwill (negative goodwill), net | 283,988 | 171,962 | 152,729 | 255,985 |
Exchange variation | 8,767 | (134,198) | 9,645 | (22,414) |
Tax incentives | (44,338) | (65,647) | ||
Provision (reversal) for investment losses | (124,434) | 24,060 | 7,500 | 1,275 |
Other | (3,059) | (16,615) | 2,664 | |
Depreciation and amortization | 370,124 | 210,143 | 359,365 | 193,460 |
Financial expenses | 1,074,796 | 800,695 | 1,291,014 | 712,565 |
Interest on capital | 170,000 | 170,000 | ||
Reversal of interest on capital | (170,000) | (170,000) | ||
Financial income | 26,072 | (100,205) | (60,287) | (8,983) |
Other operating income, net | (34,283) | (41,284) | (41,618) | (49,746) |
1,986,195 | 1,157,048 | 2,289,376 | 1,477,497 | |
Operating profit | 675,067 | 243,448 | 824,300 | 569,045 |
Non-operating expenses, net | (26,544) | (2,280) | (29,915) | (4,840) |
Income before income tax and | ||||
social contribution | 648,523 | 241,168 | 794,385 | 564,205 |
Provision for income tax and social contribution | (92,341) | (51,607) | (217,335) | (143,343) |
Deferred income tax | 136,497 | 21,450 | 138,372 | 20,453 |
Income before minority interest | 692,679 | 211,011 | 715,422 | 441,315 |
Minority interest | (24,565) | (226,180) | ||
Net income for the year | 692,679 | 211,011 | 690,857 | 215,135 |
Net income per thousand shares outstanding | ||||
at the end of the year - R$ | 7,65 | 3,08 | ||
The accompanying notes are an integral part of these financial statements.
Braskem S.A. | |
Statements of Changes in Shareholders Equity | |
In thousands of reais | (A free translation of the original in Portuguese) |
Capital reserves | Revenue reserves | ||||||||
Capital | Capital restatement |
Tax incentives |
Other | Legal | Retained earnings |
Treasury stock |
Retained earnings (accumulated deficit) |
Total | |
At December 31, 2002 | 1,845,399 | 2,331 | 714,933 | 557 | (17,291) | (674,292) | 1,871,637 | ||
Capital increase | 42,023 | (2,331) | 39,692 | ||||||
Tax incentives | 28,825 | 28,825 | |||||||
Exchange of shares | 7,154 | 7,154 | |||||||
Net income for the year | 211,011 | 211,011 | |||||||
At December 31, 2003 | 1,887,422 | 743,758 | 557 | (10,137) | (463,281) | 2,158,319 | |||
Capital increase (Notes 1(d) and 18(a)) | 1,515,546 | 1,515,546 | |||||||
Exchange of shares (Note 1(c)) | 8,232 | 8,232 | |||||||
Absorption of accumulated losses (Note 18(a)) | (463,281) | 463,281 | |||||||
Tax incentives | 63,748 | 63,748 | |||||||
Prescribed dividends | 684 | 684 | |||||||
Interest on capital (Note 18(e)) | (170,000) | (170,000) | |||||||
Net income for the year | 692,679 | 692,679 | |||||||
Appropriations: | |||||||||
Legal reserve | 34,634 | (34,634) | |||||||
Proposed dividends | (34,178) | (34,178) | |||||||
Retained earnings | 454,551 | (454,551) | |||||||
At December 31, 2004 | 3,402,968 | 344,225 | 557 | 34,634 | 454,551 | (1,905) | 4,235,030 | ||
The accompanying notes are an integral part of these financial statements.
Braskem S.A. and Subsidiaries | |
Statements of Changes in Financial Position Years Ended December 31 | |
In thousands of reais | (A free translation of the original in Portuguese) |
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Financial resources were provided by | ||||
Operations | ||||
Net income for the year | 692,679 | 211,011 | 690,857 | 215,135 |
Expenses (income) not affecting working capital: | ||||
Depreciation, amortization and depletion | 720,432 | 405,599 | 794,935 | 548,148 |
Investment in subsidiaries and associated companies | ||||
Equity in the results | (169,952) | (91,825) | (17,998) | (13,616) |
Amortization of goodwill (negative goodwill), net | 283,988 | 171,962 | 152,729 | 255,985 |
Provision for (reversal of) loss in investment | (124,434) | (13,734) | 7,500 | (36,518) |
Exchange differences on investments | 8,767 | (134,198) | 9,645 | (22,414) |
Tax incentives | (44,338) | (65,647) | ||
Gains (losses) on equity in investments and other | (2,576) | 3,768 | (16,030) | 3,768 |
Residual value of permanent asset disposals | 2,368 | 94,053 | 5,502 | 99,105 |
Provision for loss in permanent assets | 18,199 | 7,278 | 18,199 | 7,278 |
Long-term interest and monetary variation, net | (63,646) | 33,648 | (97,436) | (94,423) |
Deferred income tax | (136,497) | (21,450) | (138,372) | (20,453) |
Minority interest | 24,565 | 226,180 | ||
Other | 22,171 | 22,845 | 39,161 | 55,188 |
Total from operations | 1,251,499 | 688,957 | 1,428,919 | 1,157,716 |
Shareholders | ||||
Capital payment | 1,210,950 | 39,692 | 1,210,950 | 39,947 |
Exchange of treasury stock | 8,232 | 7,154 | 8,232 | 7,154 |
Advance for future capital increase | 562 | 2,720 | ||
1,219,182 | 46,846 | 1,219,744 | 49,821 | |
Third parties | ||||
Financing included in long-term liabilities | 2,763,808 | 1,001,811 | 2,837,265 | 1,734,412 |
Transfer from long-term receivables to current assets | 505,337 | 160,110 | 509,993 | 374,155 |
Increase in long-term liabilities | 103,526 | 140,661 | 130,571 | 313,490 |
Decrease in long-term receivables | 35,322 | 35,243 | 44,601 | 77,061 |
Increase in current liabilities, net | 39,403 | 163,398 | ||
Dividends receivable | 192,295 | 70,200 | 1,151 | |
Tax incentives | 63,748 | 28,825 | 111,921 | 121,716 |
Other | 685 | 684 | (235) | |
3,704,124 | 1,436,850 | 3,635,035 | 2,785,148 | |
Total funds provided - carried forward | 6,174,805 | 2,172,653 | 6,283,698 | 3,992,685 |
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Total funds provided - brought forward | 6,174,805 | 2,172,653 | 6,283,698 | 3,992,685 |
Financial resources were used for | ||||
Dividends proposed and interest on capital payable | 204,178 | 209,833 | 4,800 | |
Transfer from long-term to current liabilities | 434,318 | 64,865 | 47,485 | 74,602 |
Settlement of long-term financing | 900,000 | 1,347,059 | ||
Decrease of current account liabilities, net | 809,168 | 55,531 | ||
Transfer from long-term financing to current assets | 2,072,035 | 1,028,078 | 2,161,132 | 1,366,184 |
Decrease in long-term liabilities | 119,079 | 393 | 126,066 | 319,605 |
Increase in long-term receivables | 67,070 | 41,841 | 151,497 | 222,115 |
Other | 12,630 | |||
Permanent assets | ||||
Investments | 75,015 | 96,429 | 23,648 | 118,499 |
Property, plant and equipment | 368,349 | 123,141 | 432,322 | 214,663 |
Deferred charges | 509,823 | 167,082 | 549,724 | 255,267 |
Net working capital of merged company | 162,582 | 848,863 | ||
Total funds used | 4,912,449 | 3,179,860 | 5,104,297 | 2,588,365 |
Increase (decrease) in working capital | 1,262,356 | (1,007,207) | 1,179,401 | 1,404,320 |
Working capital variations | ||||
Current assets | ||||
At the end of the year | 4,690,295 | 2,536,998 | 5,334,075 | 4,092,495 |
At the beginning of the year | 2,536,998 | 1,002,418 | 4,092,495 | 3,648,745 |
2,153,297 | 1,534,580 | 1,241,580 | 443,750 | |
Current liabilities | ||||
At the end of the year | 5,441,314 | 4,550,373 | 4,536,666 | 4,474,487 |
At the beginning of the year | 4,550,373 | 2,008,586 | 4,474,487 | 5,435,057 |
890,941 | 2,541,787 | 62,179 | (960,570) | |
Increase (decrease) in working capital | 1,262,356 | (1,007,207) | 1,179,401 | 1,404,320 |
The accompanying notes are an integral part of these financial statements.
(A free translation of the original in Portuguese)
Braskem S.A. and Subsidiaries
1 Operations
(a) Braskem S.A. ("Braskem" or "the Company "), is engaged in manufacturing, selling, importing and exporting chemical and petrochemical products and 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, Brazil, and the rendering of services to those companies. The Company also invests in other companies, either as a partner or shareholder.
(b) As of December 31, 2004, Braskem has consolidated negative working capital in the amount of R$ 751,019 (2003 - R$ 2,013,375). The composition of working capital includes an amount of R$ 1,095,808, payable to the wholly-owned subsidiary Odebrecht Química S.A. (Odequi) (Note 8(a)), eliminated on consolidation.
(c) Formation of Braskem
Since its inception on August 16, 2002, the Company has undergone a major corporate restructuring process, disclosed to the market through material events. The main events in 2003 and 2004 can be summarized as follows:
On February 17, 2003, a Public Offer was concluded, with the acceptance of 99.99% of the holders of Nitrocarbono common shares, in order to exchange them for the Companys preferred shares. As a result of this operation, the Company holds 99.99% of the voting capital and 93.80% of Nitrocarbonos total capital.
On March 31, 2003, there was a partial spin-off of the subsidiary Odequi of the portion corresponding to the interest of OPP Química S.A. ("OPP Química"), and subsequently OPP Química, Nitrocarbono, and Econômico S.A. Empreendimentos - ESAE ("ESAE") were merged into the Company. These mergers were carried out based on the merged companies net equity at December 31, 2002. The merged equities included the interests in Trikem S.A. ("Trikem"), OPE Investimentos S.A. ("OPE Investimentos"), and Copene Participações S.A. ("Copene Participações"). In these mergers, the capital of the Company was increased by R$ 37 through the transfer of the net assets of Nitrocarbono, less the interest in that investee held by the Company. As a result, 67,698 Class A preferred shares were issued, and the capital increased to R$ 1,845,436. The shares which could not be issued to the withdrawing shareholders of Nitrocarbono were sold on the stock exchange, as decided at the Shareholders' General Meeting.
Also in March 2003, the Company subscribed a capital increase in the capital of Odequi in the amount of R$ 1,194,098 with the contribution of its shares in Trikem and OPE Investimentos, amounting to R$ 1,042,144 and R$ 151,954, respectively. The capital increase was based on the February 28, 2003 financial statements.
In July 2003
the Company increased its direct and indirect interest in the voting capital of its
subsidiaries Trikem and Polialden Petroquímica S.A. (Polialden) to 87.9% and 100%,
respectively, in transactions with minority shareholders Mitsubishi and Nissho
Iwai. Mitsubishi sold its interest in Trikem for R$ 28,008 and in Polialden for R$ 21,637.
This last amount will be increased by R$ 16,173 if the outcome of the lawsuit
filed by Polialden minority shareholders is favorable to the subsidiary.
Nissho Iwai exchanged
its interests in Trikem and Polialden for a participation in Braskem through the
contribution of the net equity of NI Participações Ltda., a Nissho Iwai subsidiary, the
only assets of which were the interests in Trikem and Polialden. The valuation
report on the book value of NI Par was prepared by independent experts on May 31, 2003,
the base date of the contribution, and submitted to the approval of a
Shareholders Meeting. As a result of this operation the Company's capital was increased
by R$ 39,655, with the issue of 54,314,531 common shares, up to R$ 1,887,422.
On December 4, 2003 the Company concluded the Public Offer intended to exchange Trikem common shares for Class A preferred shares or common shares of the Company. This offer resulted in the acceptance of 99% of the minority shareholders. The exchange ratio was 20 Class A preferred shares of the Company for 69.47 common shares of Trikem. Accordingly the Company assigned 438,270,001 Class A preferred shares in the amount of R$ 7,144 in exchange for 1,522,330,867 common shares of Trikem in the amount of R$ 15,943, resulting in a discount of R$ 8,799.
The Extraordinary General Meeting held on January 12, 2004, approved the partial spin-off of Odequi with the transfer and merger of the spun off portion into Braskem. The spun off assets corresponded to the entire interest of Odequi in Trikem and consisted of 13,841,438,730 common shares and 11,123,910,124 preferred shares of Trikem, corresponding to 64.43% and 41.02% of its voting and total capital, respectively. The amount of the spun-off portion of ODEQUI was R$ 1,082,648, according to the appraisal report issued by independent experts based on the balance sheet of ODEQUI at October 31, 2003. Because of the mentioned partial spin-off, 11,066,514 common shares of Odequi held by the Company were canceled.
On January 15, 2004 the Shareholders approved the merger of Trikem into Braskem based on the book value of shareholders equity of the merged company at October 31, 2003, in the amount of R$ 656,040. The exchange ratio of Trikem shares for Braskem shares was determined based on the respective net equities at market values as of October 31, 2003.
In order to provide equal treatment to the preference shareholders of Trikem, the ratio for the substitution of Trikem shares for preferred shares of Braskem was the same as the exchange ratio established in the Trikem Public Offer concluded on December 4, 2003 in relation to the owners of Trikem common stock.
The valuations of the net equities of Braskem and Trikem, and the exchange ratio of the shares, are as follows:
Braskem | Trikem | |
Present number of shares (thousands) (*) | 68,432,133 | 60,868,763 |
Market value of net equity (in R$) | 5,733,160,995.68 | 1,439,109,292.58 |
Value per one thousand shares at market value (in R$) | 83.78 | 23.64 |
Exchange ratio at market value | 1 | 3.54 |
Exchange ratio of Trikem Preference and Common | ||
shares for Braskem Class A preferred shares, in | ||
the merger | 1 | 3.47 |
Standard lot of shares | 1,000 | 1,000 |
(*) | Excluding treasury shares. |
After the merger of Trikem the Company's capital increased by R$ 304,596 through the issue of 8,136,165,484 Class A preferred shares, to R$ 2,192,018, divided into 25,730,061,841 common shares, 51,230,857,903 Class A preferred shares, and 229,154,800 Class B preferred shares (Note 18(a)).
Through
Agreement for Purchase and Sale of Shares, dated February 3, 2004, the Company purchased
the total shares of MONÔMEROS held by minority shareholders, becoming the owner of 100%
of the shares of this subsidiary. The acquisition price totaled R$ 14,786,
corresponding to the book value of the shares acquired at December 31, 2003.
On March 31, 2004, the Extraordinary General Meeting approved the merger of MONÔMEROS based on the appraisal report of
the value of shareholders equity at December 31, 2003, in the amount of R$ 115.832. Changes in equity of MONÔMEROS
during the first quarter of 2004 were recognized in the income of Braskem under equity in the results.
On December 14, 2004, the Board of Directors approved the use of 505,050,433 Class A preferred shares of the Company,
held in treasury, to be exchanged for 47,846,610 preferred shares issued by the subsidiary Polialden. In this
transaction, the Company recorded goodwill of R$ 28,842. The Brazilian Securities Commission (CVM) approved the exchange
of stock outside the stock market or over-the-counter market. (Note 10(c)).
On December 15, 2004, the Company acquired from its subsidiary Odequi Overseas Inc. (Overseas), 514,322 preferred
shares, representing 3.94% of the total capital of the subsidiary Odequi. With this acquisition, the Company now holds
100% of the capital of Odequi.
In order to obtain a capital structure more appropriate for the operations of the subsidiary OQPA Importação e
Exportação Ltda. (OQPA), at December 31, 2004, the Company increased the capital of this subsidiary by R$ 99,215, by
capitalizing the receivable held in current account in the amount of R$ 98,215 and R$ 1,000 from its own funds. This
transaction generated: (i) goodwill of R$ 98,999, fully amortized (Note 10(c)); (ii) reversal of the provision for loss
in investee of the same amount.
The Company and its subsidiaries, as participants in the restructuring process of the Brazilian petrochemical industry, may be effected by economic and/or corporate aspects as a result of the outcome of this process.
(d) Initial Public Offer of Shares ("Global Offer")
On April 1, 2004, the Board of Directors approved the initial public offer of Class A preferred shares in Brazil and overseas, through the increase in capital within the authorized capital limit.
On September 22 and 27, 2004, the Board of Directors approved the issues of 12,285,000,000 and 1,170,000,000 shares, respectively, in the amount of R$ 90.00 per thousand shares, to be subscribed in Brazil and US$ 31.38 per thousand shares, to be subscribed overseas.
Financial settlement occurred on September 28, 2004, after the payment of capital in the amount of R$ 1,210,950.
(e) Corporate governance and Administrative Council for Economic Defense (CADE)
In February 2003, Braskem enrolled in Level 1 of Differentiated Corporate Governance of the São Paulo Stock Exchange (BOVESPA), which mainly commits the Company to improvements in providing information to the market and in the dispersion of shareholdings, and attained with the Global Offer (Note 1(d)) approximately 45% of the free float. At 2005, the Company intends to reach the Level 2 of BOVESPAs Governance.
In accordance with the law, the concentration resulting from the change in control of Braskem was notified in a timely manner to the anti-trust authorities. In July 2002, the Secretariat for Economic Monitoring of the Finance Ministry (SEAE) issued a favorable opinion on the transaction. On May 2, 2003 the favorable opinion of the Secretariat for Economic Rights (SDE) was published without any restrictions. The transaction was submitted for the review and analysis of the Administrative Council for Economic Defense (CADE), and in November 2003 CADE Prosecution Service also approved the transaction without any restrictions. In February 2004, the transaction was examined by the Federal Department of Public Prosecution, which also recommended the approval of the transaction. On February 27, 2004, Braskem filed a request for the approval of the transaction arguing that the statute of limitation to judge the transaction had taken effect. The claim is currently waiting inclusion in the agenda for judgment by CADEs Plenary Session.
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).
The following reclassifications were made for a better presentation and comparison between 2004 and 2003:
In current assets, the amounts R$ 256,555 in Parent company and R$ 321,463 in consolidated, included in Securities, were reclassified into line item Cash and cash equivalents.
In permanent assets, line item Subsidiaries and jointly-controlled entities, amounting to R$ 34,844, in parent company was reclassified into line item Deferred income, and in consolidated, the amount of R$ 1,912,694 was reclassified into line items Property, plant and equipment, Deferred charges and Deferred income, in the amounts of R$ 320,866, R$ 1,652,293 and R$ 60,465, respectively.
In consolidated current liabilities, the amount of R$ 32,711 related to vendor with jointly-controlled entity, included in Suppliers was reclassified into line item Loans and financing.
The comparison between the financial statements as of and for the year ended December 31, 2004 of the Company and its subsidiaries and the financial statements of the prior year must take into account the corporate restructuring mentioned in Note 1(c), especially the mergers of Trikem and MONÔMEROS, carried out on January 15, and March 31, 2004, respectively. The financial statements of these companies as of and for the year ended December 31, 2003, are shown below:
December 31, 2003 | ||
Trikem | Monômeros | |
Assets | ||
Current assets | ||
Cash and cash equivalents | 23,628 | 1,507 |
Trade accounts receivable | 169,064 | 4,124 |
Inventories | 173,161 | 8,818 |
Taxes recoverable | 16,582 | 2,992 |
Prepaid expenses and other | 30,899 | 4 |
413,334 | 17,445 | |
Long-term receivables | ||
Related parties | 878,120 | 74,347 |
Taxes recoverable | 49,559 | |
Other receivables | 69,701 | 447 |
997,380 | 74,794 | |
Permanent assets | ||
Investments | 290,064 | |
Property, plant and equipment | 854,745 | 40,679 |
Deferred charges | 66,373 | 206 |
1,211,182 | 40,885 | |
2,621,896 | 133,124 | |
Liabilities and shareholders equity | ||
Current liabilities | ||
Loans and financing | 325,514 | 5,793 |
Suppliers | 122,381 | 6,980 |
Taxes and contributions payable | 56,960 | 2,256 |
Other | 79,139 | 2,263 |
583,994 | 17,292 | |
Long-term liabilities | ||
Loans and financing | 821,264 | |
Taxes and contributions payable | 490,486 | |
Other | 61,555 | |
1,373,305 | ||
Shareholders equity | ||
Capital social | 809,085 | 87,740 |
Capital reserve | 103,698 | 16,250 |
Revenue reserve | 3,325 | |
Retained earnings (accumulated deficit) | (248,186) | 8,517 |
664,597 | 115,832 | |
2,621,896 | 133,124 | |
Year ended December 31, 2003 | ||
Trikem | Monômeros | |
Statement of operations | ||
Gross sales | ||
Domestic market | 1.532,999 | 64,538 |
Foreign market | 207,264 | 36,901 |
Sales taxes, freights and returns | (377,238) | (17,094) |
Cost of product sold | (996,236) | (64,832) |
Gross profit | 366,789 | 19,513 |
Operating expenses (income) | ||
Selling, general and administrative | 68,558 | 4,730 |
Depreciation and amortization | 7,464 | |
Financial, net | (121,749) | 1,472 |
Equity in the results | 42,662 | |
Other | (9,111) | (1) |
(12,176) | 6,201 | |
Operating profit | 378,965 | 13,312 |
Non-operating expenses, net | (2,561) | (1) |
Income before income tax and social contribution | 376,404 | 13,311 |
Income tax and social contribution | (33,603) | (4,502) |
Net income for the year | 342,801 | 8,809 |
3 Main Accounting Practices
(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, as well as provisions for contingencies, income tax and other similar amounts.
(b) Determination of results of operations
Results of operations are determined on the accrual basis of accounting.
Sales revenues are recognized when risk and product ownership is transferred to the customers.
The provisions for income tax and Value-Added Tax on Sales and Services (ICMS) expenses are recorded gross of the tax incentive portions, with the amounts related to tax exemption and reduction recorded in capital reserves.
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 16(b).
The Company has recognized in results for the year the market value of derivative contracts relating to liabilities indexed to foreign currency or to international interest rates. At December 31, 2004, the Company has no outstanding contracts (2003 - negative in R$ 4,056).
The sales transactions between the Company and the merged companies (Note 1(c)) from January 1 and March 31, 2003 have been eliminated, and the taxes resulting from these sales, in the amount of R$ 24,191, were classified as Other operating expenses".
(c) Current assets and long-term receivables
Cash and cash equivalents basically consist of cash deposits and marketable securities or investments maturing within 90 days. At December 31, 2004, R$ 1,419,438 of the total balance refers to financial investments (2003 - R$ 302,701), and R$ 1,602,092 in consolidated (2003 - R$ 512,275). Investments in Brazil basically refer to units of an exclusive Braskem fund, which in turn holds units in local investment funds, for example, fixed-income funds, multiportfolio funds, FIDCs, etc. Investments abroad basically consist of a financial investment fund portfolio, the risk of which is limited to securities from G7 qualified issuers.
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 adjusted fair value, based on market quotations for similar instruments against 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, and includes amounts in litigation.
Inventories are stated at average purchase or production cost, which is lower than replacement cost or realizable value. Imports in transit are stated at the accumulated cost of each import. Inventories of consumable materials are classified in current assets or long-term receivables, considering their history of consumption.
The 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:
Investments in subsidiaries and associated companies are accounted for on the equity method, plus unamortized goodwill (less 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 appreciation of the assets and expected future profitability of the investees and is amortized over a period of up to 10 years, as is the case of future profitability. Goodwill related to asset appreciation is amortized over a period of the useful lives of the related assets. 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.
Property, plant and equipment are shown at acquisition or construction cost and, as from 1997, include capitalized interest incurred during the expansion of production capacity of the plants.
Depreciation of property, plant and equipment is recorded on the straight-line basis at the rates mentioned in Note 11.
Amortization of deferred charges is recorded over a period of up to ten years, as from the time benefits begin to accrue.
Programmed maintenance shutdowns are carried out at intervals from one to six years. Expenses that increase the useful lives of assets or result in higher production efficiency are recorded in deferred charges and amortized in production cost until the beginning of the next maintenance shutdown.
(e) Current and long-term liabilities
These liabilities are stated at known or estimated amounts, including accrued charges and monetary and exchange adjustments.
The provision for loss in subsidiaries is recorded based on the net capital deficiency (excess of liabilities over assets) of these companies, and is recorded as a long-term liability against the equity results.
Defined-benefit pension plans are accounted for based on the calculations made by independent actuaries, based on assumptions provided by the Company.
The provisions are recorded based on (i) current legislation (even considering that this legislation is considered by management to be 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 in merged companies, supported by the expected future profitability.
(g) Consolidated financial statements
The consolidated financial statements include the financial statements of the Company and its subsidiaries and jointly-controlled entities in which it has direct or indirect share control, as shown below:
|
|
|
|
|
|
|
Interest in capital - % |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Head office |
|
|
|
|
|
|
|
|
|
|
(country) |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries |
|
|
|
|
|
|
|
|
| |
|
MONÔMEROS |
|
(i) |
|
Brazil |
|
|
|
87.24 |
|
|
Copene Participações |
|
|
|
Brazil |
|
100.00 |
|
100.00 |
|
|
CPN Distribuidora de Combustíveis Ltda. ("CPN Distribuidora") |
|
|
|
Brazil |
|
100.00 |
|
100.00 |
|
|
CPN Incorporated Ltd. ("CPN Inc.") |
|
|
|
Cayman Islands |
|
100.00 |
|
100.00 |
|
|
CPP - Companhia Petroquímica Paulista ("CPP") |
|
|
|
Brazil |
|
90.71 |
|
90.71 |
|
|
Investimentos Petroquímicos Ltda. ("IPL") |
|
|
|
Brazil |
|
100.00 |
|
100.00 |
|
|
Lantana Trading Company Inc. ("Lantana") |
|
|
|
Bahamas |
|
100.00 |
|
100.00 |
|
|
Odequi |
|
(ii) |
|
Brazil |
|
100.00 |
|
98.63 |
|
|
Odequi Investments Ltd. ("OIL") |
|
|
|
Bahamas |
|
100.00 |
|
100.00 |
|
|
Overseas |
|
|
|
Cayman Islands |
|
100.00 |
|
100.00 |
|
|
OPP Finance Ltd. ("OPP Finance") |
|
(iii) |
|
Cayman Islands |
|
|
|
100.00 |
|
|
OQPA |
|
|
|
Brazil |
|
100.00 |
|
100.00 |
|
|
Polialden |
|
(iv) |
|
Brazil |
|
63.68 |
|
56.27 |
|
|
Proppet Overseas Ltd. ("Proppet Overseas") |
|
(iii) |
|
Bahamas |
|
|
|
100.00 |
|
|
Tegal Terminal de Gases Ltda. ("Tegal") |
|
(v) |
|
Brazil |
|
90.79 |
|
84.36 |
|
|
Trikem |
|
(vi) |
|
Brazil |
|
|
|
12.55 |
|
|
Companhia Alagoas Industrial - CINAL ("CINAL") |
|
(vii) |
|
Brazil |
|
63.03 |
|
|
|
|
CPC Cayman Ltd. ("CPC Cayman") |
|
(vii) |
|
Cayman Islands |
|
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Jointly-controlled entities |
|
(viii) |
|
|
|
|
|
|
| |
|
CETREL S.A. - Empresa de Proteção Ambiental |
|
|
|
|
|
|
|
|
|
|
("CETREL") |
|
(ix) |
|
Brazil |
|
40.56 |
|
26.07 |
|
|
Codeverde Companhia de Desenvolvimento |
|
|
|
|
|
|
|
|
|
|
Rio Verde ("CODEVERDE") |
|
|
|
Brazil |
|
35.49 |
|
35.44 |
|
|
COPESUL - Companhia Petroquímica do Sul ("Copesul") |
|
(x) |
|
Brazil |
|
23.67 |
|
23.67 |
|
|
Politeno |
|
|
|
Brazil |
|
33.88 |
|
33.88 |
|
|
|
|
|
|
|
|
|
|
|
|
Direct subsidiaries of ODEQUI |
|
|
|
|
|
|
|
|
| |
|
OPE Investimentos |
|
(xi) |
|
Brazil |
|
|
|
89.41 |
|
|
Trikem |
|
(xii) |
|
Brazil |
|
|
|
41.02 |
|
|
|
|
|
|
|
|
|
|
|
|
Direct subsidiaries of Trikem |
|
|
|
|
|
|
|
|
| |
|
CINAL |
|
|
|
Brazil |
|
|
|
63.03 |
|
|
CPC Cayman |
|
|
|
Cayman Islands |
|
|
|
100.00 |
|
|
Odebrecht Mineração e Metalurgia Ltda. ("OMML") |
|
(xiii) |
|
Brazil |
|
|
|
100.00 |
|
|
TRK Brasil Trust S.A. ("TRK") |
|
(xiii) |
|
Brazil |
|
|
|
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
Direct subsidiary of Poliaden |
|
|
|
|
|
|
|
|
| |
|
Poliaden America Inc. ("Poliaden America") |
|
|
|
USA |
|
100.00 |
|
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
Direct subsidiary of COPESUL |
|
|
|
|
|
|
|
|
| |
|
COPESUL International Trading Inc. |
|
|
|
Bahamas |
|
100.00 |
|
100.00 |
|
(i) | Company merged on March 31, 2004 (Note 1(c)). |
(ii) | In 2003, on a consolidated basis, the total participation in the capital of ODEQUI, including the participation held by the subsidiary OVERSEAS, is 100%. |
(iii) | Liquidated in the first six-month period of 2004. |
(iv) | Increase in participation due to the exchange of shares with minority shareholders of Polialden (Note 1(c)). |
(v) | With the merger of Trikem, the participation in the capital of Tegal is 90.79%. |
(vi) | Company merged on January 15, 2004 (Note 1(c)). |
(vii) | Direct subsidiary, as from the merger of Trikem. |
(viii) | Investments were proportionally consolidated, as prescribed in CVM Instruction 247/96. |
(ix) | With the merger of Trikem, the participation in the capital of CETREL is 40.56%. On a consolidated basis, the total participation in the capital of CETREL, including the participation held by the subsidiary Polialden, is 41.01%. |
(x) | On a consolidated basis, the total participation in the capital of COPESUL, including the participation held by the subsidiary Odequi, is 29.46%. |
(xi) | Company merged by the subsidiary Odequi on November 1, 2004. |
(xii) | Investment sold to Braskem, through the spin-off of Odequi (Note 1(c)). |
(xiii) | Company merged on May 31, 2004 by the subsidiary Odequi. |
In the consolidated financial statements, the intercompany investments and the equity in the 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, respectively. Minority interest corresponds to the respective participations in CINAL, CPP, Polialden, Tegal, MONÔMEROS and Trikem (MONÔMEROS and Trikem only for the net income (loss) for the year ended December 2003).
Goodwill not eliminated on consolidation was reclassified to a specific account in permanent assets, in accordance with CVM Instruction 247/96. Negative goodwill is reclassified to "Deferred income ".
For a better presentation of the consolidated financial statements, the cross-holding between the subsidiary Copene Participações and the Company, which arose from the corporate restructuring, was reclassified to treasury stock. The subsidiary Copene Participações holds 145,082,980 common shares and 72,541,484 Class A preference shares, representing 0.24% of the Companys total capital.
The reconciliation between the parent company and consolidated shareholders equity and the net income (loss) for the year is as follows:
Shareholders equity |
Net income (loss) for the year | |||
2004 | 2003 | 2004 | 2003 | |
Parent company | 4,235,030 | 2,158,319 | 692,679 | 211,011 |
Cross-holding classified as treasury stock | (13,110) | (13,110) | ||
Exclusion of the profit in subsidiaries inventories | (5,946) | (5,946) | ||
Exclusion of the gain on sale of investment | ||||
between related parties | (38,476) | (38,476) | ||
Reversal of goodwill amortization relating to | ||||
sale of investment between related parties | 9,964 | 5,841 | 4,124 | 4,124 |
Consolidated | 4,187,462 | 2,112,574 | 690,857 | 215,135 |
Information about the balance sheets and statements of operations of the jointly-controlled entities, which are proportionally consolidated under the terms of CVM Instruction 247/96, is summarized below:
|
|
|
|
Copesul |
|
CETREL (*) |
|
CODEVERDE (*) (**) |
|
|
|
Politeno(*) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
753,989 |
|
1,386,448 |
|
27,760 |
|
27,145 |
|
182 |
|
89 |
|
303,379 |
|
289,081 |
|
Long-term receivables |
|
294,830 |
|
445,298 |
|
12,937 |
|
8,704 |
|
74 |
|
55 |
|
144,394 |
|
55,978 |
|
Permanent assets |
|
1,158,752 |
|
1,230,244 |
|
108,287 |
|
107,171 |
|
42,606 |
|
41,689 |
|
191,303 |
|
187,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
2,207,571 |
|
3,061,990 |
|
148,984 |
|
143,020 |
|
42,862 |
|
41,833 |
|
639,076 |
|
532,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
745,668 |
|
1,052,160 |
|
26,402 |
|
20,054 |
|
61 |
|
43 |
|
155,886 |
|
87,271 |
|
Long-term liabilities |
|
307,102 |
|
950,132 |
|
65,982 |
|
57,705 |
|
991 |
|
718 |
|
32,695 |
|
15,403 |
|
Shareholders equity |
|
1,154,801 |
|
1,059,698 |
|
56,600 |
|
65,261 |
|
41,810 |
|
41,072 |
|
450,495 |
|
429,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
2,207,571 |
|
3,061,990 |
|
148,984 |
|
143,020 |
|
42,862 |
|
41,833 |
|
639,076 |
|
532,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales revenues |
|
5,374,145 |
|
4,177,923 |
|
81,769 |
|
69,373 |
|
|
|
|
|
1,119,386 |
|
943,856 |
|
Cost of sales and services |
|
(4,417,605) |
|
(3,773,137) |
|
(64,099) |
|
(56,937) |
|
|
|
|
|
(865,385) |
|
(748,951) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
956,540 |
|
404,786 |
|
17,670 |
|
12,436 |
|
|
|
|
|
254,001 |
|
194,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (expenses), net |
|
(155,349) |
|
(208,513) |
|
(25,279) |
|
(19,029) |
|
|
|
|
|
(112,891) |
(87,472) |
||
Non-operating income (expenses), net |
|
(805) |
(908) |
(1,054) |
|
113 |
|
|
|
|
|
(11) |
80 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before social contribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and income tax |
|
800,386 |
|
195,365 |
|
(8,663) |
(6,480) |
|
|
|
|
|
141,099 |
|
107,513 |
| |
Social contribution and income tax |
|
(241,969) |
(45,508) |
|
|
|
|
|
|
|
|
(44,606) |
(40,295) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the year |
|
558,417 |
|
149,857 |
|
(8,663) |
|
(6,480) |
|
|
|
|
|
96,493 |
|
67,218 |
|
(*) | Financial statements with the elimination of revaluation reserve |
(**) | Pre-operating stage |
4 Marketable Securities
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Current assets | ||||
Bank Certificates of Deposit (CDB) | 45,546 | 45,546 | ||
Securitization reserve | 60,027 | |||
Subordinated quotas of investment fund | 4,664 | |||
Investment funds and others | 112 | 15,802 | 404,203 | |
45,658 | 20,466 | 509,776 | ||
Long-term receivables | ||||
Shares of associated company held for sale | 22,138 | 19,562 | 22,138 | 19,562 |
Debentures with participation in profits | 7,201 | 10,421 | 7,201 | 10,421 |
Subordinated quotas of investment fund | 27,867 | 30,977 | ||
Securitization reserve | 24,955 | |||
FINOR and others | 4,216 | 4,216 | 4,558 | 4,248 |
61,422 | 34,199 | 89,829 | 34,231 | |
Total | 61,422 | 79,857 | 110,295 | 544,007 |
The shares of an associated company held for sale refer to the book value of 20% of the capital of Borealis Brasil S.A. ("Borealis").
5 Trade Accounts Receivable
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Customers | ||||
Domestic market | 890,711 | 722,481 | 1,004,466 | 996,577 |
Foreign market | 439,722 | 309,881 | 516,015 | 418,258 |
Advances on foreign deliveries | (64) | (56,752) | (75,723) | (65,906) |
Allowance for doubtful accounts | (46,201) | (54,666) | (54,688) | (105,705) |
1,284,168 | 920,944 | 1,390,070 | 1,243,224 | |
Long-term receivables | (18,247) | (24,745) | (23,146) | (27,038) |
Current assets | 1,265,921 | 896,199 | 1,366,924 | 1,216,186 |
The Company has been adopting an additional policy of realizing domestic trade accounts, consisting of the sale of its receivables to a credit rights investment fund which pays the Company earlier than the normal maturity of these customer receivables.
During 2004, management wrote-off uncollectible receivables supported by a provision, in the amount of R$ 95,358 (consolidated R$ 102,383).
The changes in the allowance for doubtful accounts are as follows:
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
At the beginning of the year | 54,666 | 774 | 105,705 | 158,934 |
Additions classified as selling expenses | 47,393 | 7,551 | 52,410 | 17,143 |
Addition through merger of subsidiaries | 39,896 | 75,968 | ||
Reversal of provision | (29,445) | (387) | (69,392) | |
Write-off of uncollectible receivables | (95,358) | (102,383) | ||
Foreign exchange variation | (396) | (182) | (657) | (980) |
At the end of the year | 46,201 | 54,666 | 54,688 | 105,705 |
Advances for purchase of credit rights
On June 6, 2002, the merged companies OPP Química and Trikem, obtained funds from Multichem Trust S.A. ("Multichem"), in the amount of R$ 175,000, defined in an assignment contract as an advance for assignment of credit rights arising from future sales to Borealis and Monsanto Nordeste S.A., and recorded as "Advances for purchase of credit rights". Amortization of this transaction began in the first quarter of 2003 and, at December 31, 2003, the balance was R$ 80,514 and in the consolidated - R$ 113,400, which was converted into debentures of the 11th issue in January 2004.
6 Inventories
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Finished goods | 653,684 | 287,516 | 769,828 | 475,810 |
Work in process | 43,788 | 57,572 | 47,883 | 58,594 |
Raw materials, production inputs and packaging | 310,264 | 150,163 | 415,640 | 224,406 |
Warehouse (*) | 243,096 | 129,427 | 276,702 | 224,472 |
Advances to suppliers | 51,799 | 101,437 | 70,961 | 170,422 |
Imports in transit and others | 4,595 | 32,539 | 5,445 | 33,527 |
Total | 1,307,226 | 758,654 | 1,586,459 | 1,187,231 |
Long-term receivables (*) | (47,669) | (62,513) | (50,369) | (115,603) |
Current assets | 1,259,557 | 696,141 | 1,536,090 | 1,071,628 |
(*) | Based on its turnover, part of the maintenance materials inventory was reclassified as long-term. |
Advances to suppliers and expenditures for imports in transit mainly relate to the acquisition of petrochemical naphtha, which is the main raw material of the Company.
7 Judicial and Compulsory Deposits - Long-term Receivables
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Judicial deposits | ||||
PIS/COFINS (Note 15 (iii)) | 78,302 | 78,302 | 96,461 | 93,964 |
Education contribution and INSS | 23,030 | 17,677 | 29,255 | 21,569 |
Work accident insurance | 14,080 | 14,080 | 14,080 | 14,080 |
Labor claims | 10,335 | 6,881 | 11,296 | 15,608 |
Dividends | 8,074 | 13,771 | 8,074 | |
Other | 10,943 | 5,742 | 17,947 | 19,030 |
Compulsory deposits | ||||
Eletrobrás | 15,825 | 15,036 | 15,825 | 19,015 |
Total | 160,589 | 137,718 | 198,635 | 191,340 |
8 Related Parties
(a) Parent company
|
|
Balances |
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
Current assets |
|
Long-term |
|
Current liabilities |
|
Long-term liabilities |
|
|
|
|
|
|
|
Transactions |
| ||||||
|
|
Trade |
|
Related |
|
Related |
|
Suppliers |
|
Related |
|
Suppliers |
|
Related |
|
Product |
|
Raw materials, |
|
Financial |
|
Financial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CINAL |
|
|
|
|
|
|
21,746 |
|
|
|
|
|
|
|
|
|
48,312 |
|
|
|
|
|
|
CPC Cayman |
17,041 |
|
|
|
48,926 |
|
|
|
|
|
|
|
|
|
56,486 |
|
|
|
4,780 |
|
|
|
|
CPN Distribuidora |
|
|
|
|
|
|
|
|
|
|
|
|
981 |
|
|
|
|
|
|
|
|
|
|
CPN Inc, |
142,128 |
|
|
|
556,386 |
|
209,006 |
|
|
|
|
|
|
|
904,290 |
|
495,560 |
|
43,785 |
|
|
|
|
CPP (i) |
|
|
|
|
3,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lantana |
101 |
|
|
|
97,150 |
|
|
|
|
|
|
|
|
|
137,969 |
|
|
|
3,206 |
|
|
|
|
MONÔMEROS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,912 |
|
|
|
|
|
|
|
|
Odequi (ii) |
|
|
|
|
|
|
|
|
1,095,808 |
|
|
|
342,289 |
|
|
|
|
|
|
|
|
|
|
OMML |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
363 |
|
|
|
|
OPE Investimentos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
406,449 |
|
|
|
|
|
|
Overseas |
|
|
|
|
|
|
|
|
51,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poliaden America |
3,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,864 |
|
|
|
|
|
|
|
|
Polialden |
16,237 |
|
|
|
|
|
|
|
|
|
|
|
327,131 |
|
390,320 |
|
14,204 |
|
|
|
60,552 |
|
|
Tegal (i) |
|
|
|
|
2,420 |
|
|
|
|
|
|
|
980 |
|
|
|
|
|
49 |
|
|
|
|
TRK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CETREL (i) |
109 |
|
|
|
2,418 |
|
1,648 |
|
|
|
|
|
|
|
1,183 |
|
21,241 |
|
|
|
|
|
|
CODEVERDE (i) |
|
|
|
|
386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copesul |
455 |
|
|
|
|
|
598,078 |
|
|
|
|
|
|
|
2,221 |
|
2,348,987 |
|
|
|
7,675 |
|
|
Politeno |
19,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
942,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associated companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Borealis |
6,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
141,277 |
|
|
|
|
|
|
|
|
Petroflex Indústria e Comércio S.A. ("Petroflex") |
40,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
392,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Petróleo Brasileiro S.A. ("Petrobras") |
|
|
|
|
31,465 |
|
335,992 |
|
|
|
35,013 |
|
|
|
|
|
3,665,588 |
|
3,427 |
|
|
|
|
Petrobras Distribuidora S.A. |
|
|
|
|
|
|
4,624 |
|
|
|
30,714 |
|
|
|
|
|
158,769 |
|
|
|
|
|
|
Other |
|
|
|
|
2,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2004 |
246,950 |
|
|
|
745,765 |
|
1,171,094 |
|
1,147,804 |
|
65,727 |
|
671,381 |
|
2,987,604 |
|
7,159,110 |
|
56,023 |
|
68,227 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2003 |
146,563 |
|
21,652 |
|
945,081 |
|
609,752 |
|
698,538 |
|
58,437 |
|
1,762,396 |
|
2,383,418 |
|
4,877,835 |
|
104,533 |
|
354,012 |
|
(i) | The amounts recorded as "Related parties", in long-term receivables, correspond to advances for future capital increase. |
(ii) | The balance payable to ODEQUI, in the amount of R$ 1,095,808, will be settled by June 2005 in accordance with the schedule agreed on by the parties. |
(b) Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances |
|
|
|
|
|
|
|
Long-term |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
receivables |
|
Current liabilities |
|
Long-term liabilities |
| ||||||
|
|
Trade |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accounts |
|
Related |
|
Related |
|
|
|
Related |
|
|
|
Related |
|
|
|
receivable |
|
parties |
|
parties |
|
Suppliers |
|
parties |
|
Suppliers |
|
parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CETREL |
64 |
|
|
|
|
|
972 |
|
|
|
|
|
|
|
|
Copesul |
321 |
|
|
|
|
|
9.790 |
|
|
|
|
|
102,870 |
|
|
Politeno |
13,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associated companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Borealis |
6,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Petroflex |
40,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Ipiranga Petroquímica S.A. (related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
party of Copesul) |
4,094 |
|
|
|
|
|
440 |
|
|
|
|
|
|
|
|
Nitroclor Produtos Químicos S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(related party of CETREL) |
1,695 |
|
|
|
|
|
|
|
|
|
|
|
1,591 |
|
|
Monsanto Nordeste S.A. (related party of CETREL) |
278 |
|
599 |
|
544 |
|
|
|
|
|
|
|
1,947 |
|
|
Pronor (related party of CETREL) |
258 |
|
|
|
|
|
|
|
|
|
|
|
3,236 |
|
|
Petrobras |
53 |
|
|
|
31,465 |
|
336,003 |
|
|
|
35,013 |
|
|
|
|
Petrobras Distribuidora S.A. |
112 |
|
|
|
|
|
4,629 |
|
|
|
30,714 |
|
|
|
|
Other |
|
|
|
|
2,816 |
|
|
|
|
|
|
|
6,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2004 |
67,303 |
|
599 |
|
34,825 |
|
351,834 |
|
|
|
65,727 |
|
115,734 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2003 |
42,104 |
|
|
|
62,716 |
|
246,586 |
|
217 |
|
58,437 |
|
177,578 |
|
Consolidated (continued)
|
|
|
|
|
|
|
|
|
Transactions |
|
|
|
|
Product |
|
Raw materials, |
|
Financial |
|
Financial |
|
Jointly-controlled entities |
|
|
|
|
|
|
|
|
| |
|
CETREL |
|
698 |
|
12,529 |
|
|
|
|
|
|
Copesul |
|
1,567 |
|
1,659,702 |
|
|
|
42,545 |
|
|
Politeno |
|
623,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associated companies |
|
|
|
|
|
|
|
|
| |
|
Borealis |
|
141,277 |
|
|
|
|
|
|
|
|
Petroflex |
|
390,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related parties |
|
|
|
|
|
|
|
|
| |
|
Refinaria Alberto Pasqualini - REFAP S.A |
|
|
|
114,335 |
|
|
|
|
|
|
(related party of Copesul) |
|
|
|
|
|
|
|
|
|
|
Ipiranga Petroquímica S.A. (related party of |
|
|
|
|
|
|
|
|
|
|
Copesul) |
|
504,791 |
|
28,194 |
|
2,007 |
|
|
|
|
Nitroclor Produtos Químicos S.A. (related party of |
|
|
|
|
|
|
|
|
|
|
CETREL) |
|
767 |
|
|
|
|
|
|
|
|
Monsanto Nordeste S.A. (related party of CETREL) |
|
2,491 |
|
|
|
|
|
|
|
|
Pronor (related party of CETREL) |
|
1,646 |
|
|
|
|
|
|
|
|
Petrobras |
|
|
|
4,190,180 |
|
|
|
|
|
|
Petrobras Distribuidora S.A. |
|
4,046 |
|
164,497 |
|
|
|
|
|
|
Other |
|
|
|
|
|
1,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2004 |
|
1,671,179 |
|
6,169,437 |
|
3,863 |
|
42,545 |
| |
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2003 |
|
473,243 |
|
3,719,412 |
|
10,407 |
|
231 |
|
"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 |
CPN Inc. | Basic petrochemicals |
Polialden | Ethylene and utilities |
Politeno | Ethylene and utilities |
Purchases of Braskem:
Company | Products/inputs |
Copesul | Ethylene, propane and utilities |
CPN Inc. | Naphtha |
OPE Investimentos | Naphtha |
Petrobras | Naphtha |
Petrobras Distribuidora | Fuel |
Tegal | Storage of gases |
Transactions with related parties are carried out at prices and on terms equivalent to the average practiced with third parties, considering the following:
The price of ethylene results from a process that shares the margin with the second generation companies of the petrochemical sector. This process consists of allocating the gross margin in proportion to the return on investments. The prices practiced for the other products are established based on various market factors, including international ones.
The price of naphtha supplied by Petrobras is negotiated with the Company and the petrochemical companies using as a reference the price practiced in the European market. The Company is also importing naphtha at a volume equivalent to 38% of its consumption in 2004 (30% in 2003). The price reference is the European market.
The related parties balance includes current account balances, as follows:
|
|
|
|
Parent company |
| ||
Participating companies |
|
Annual financial charges |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
Subsidiaries |
|
|
|
|
|
|
|
Long-term receivables |
|
|
|
|
|
|
|
CPN Inc. |
|
US$ exchange variation + interest of 8.30% |
|
556,386 |
|
482,015 |
|
Lantana |
|
2004 - US$ exchange variation + interest of 3.80% |
|
97,150 |
|
84,400 |
|
|
|
2003 - US$ exchange variation + interest from 3.80% to 4.35% |
|
|
|
|
|
Tegal |
|
100% CDI |
|
|
|
671 |
|
Cayman |
|
US$ exchange variation + interest of 10.05% |
|
48,926 |
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities |
|
|
|
|
|
|
|
CPN Distribuidora |
|
Free of charges |
|
981 |
|
986 |
|
MONÔMEROS |
|
Free of charges |
|
|
|
74,347 |
|
OPE Investimentos |
|
Free of charges |
|
|
|
78,817 |
|
Polialden |
|
2004 - 100% CDI |
|
327,131 |
|
378,221 |
|
|
|
2003 - 100% CDI + interest of 0.65% (weighted average) |
|
|
|
|
|
Trikem |
|
100% CDI + interest of 0.63% (weighted average) |
|
|
|
809,688 |
|
Odequi |
|
Free of charges |
|
342,289 |
|
|
|
Tegal |
|
100% CDI |
|
980 |
|
|
|
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
Parent company | Consolidated | ||||
2004 | 2003 | 2004 | 2003 | ||
Excise Tax (IPI) recoverable (normal operations) | 45,742 | 49,427 | 47,802 | 68,197 | |
Zero - Rated IPI (i) | 39 | 480,933 | 39 | 480,933 | |
Value-added Tax on Sales and Services (ICMS) | 340,154 | 160,412 | 438,063 | 213,413 | |
Social Integration Program (PIS) - Decree Laws | 50,634 | 30,455 | 50,634 | 52,681 | |
Income tax and social contribution | 26,037 | 36,676 | 77,779 | 108,776 | |
Income tax on net income | 53,725 | 51,866 | 67,971 | 66,952 | |
Finsocial | 14,221 | 14,221 | 14,221 | ||
Other | 27,116 | 14,702 | 41,593 | 31,401 | |
557,668 | 824,471 | 738,102 | 1,036,574 | ||
Current assets | (381,774) | (279,786) | (481,990) | (395,931) | |
Long-term receivables | 175,894 | 544,685 | 256,112 | 640,643 | |
(i) Zero-rated IPI
In July 2000, the merged company OPP Química filed a legal action to sustain the full application of the non-cumulative principle of the Excise Tax (IPI), requesting the right to a tax credit on the purchase of raw materials and input materials that are exempt from IPI, subject or not to a zero rate in relation to the operations of the establishments located in the State of Rio Grande do Sul.
On December 19, 2002, the Federal Supreme Court (STF), based on its previous plenary decisions about the subject, judged an Extraordinary Appeal lodged by the National Treasury and fully confirmed the decision of the Regional Federal Court (TRF) of the 4th. Region, which recognized that OPP Química has the right to a credit of IPI on these purchases, covering the ten years prior to the filing of the suit, including the related monetary restatement and SELIC rate for the period up to the date of the actual use of the credits.
The STF decision is subject to appeal requesting by the National Treasury and is still pending judgment by the Second Panel of the STF. The action no longer questions the right to the IPI credit but alleges imprecision in the decision regarding exempt inputs and raw materials, the restatement of the credit and the rate to be used for credit calculation purposes.
However, according to the opinion of its legal advisors, all these aspects have already been defined in the STF and TRF decisions favorable to OPP Química, or even in the plenary decisions of the STF. For this reason, the appeal does not represent any possibility of changes in OPP Química's right to the credit, since the STF is appealing the matter in a similar claim, involving another taxpayer, the judgment of which is currently suspended.
In December 2002, OPP Química recognized the corresponding undue tax in the amount of R$ 1,030,125, which was offset by the Company with the IPI and other federal taxes due. The Company also has similar lawsuits regarding the purchase of exempt inputs and raw materials, subject or not to the zero rate by its branches located in the States of São Paulo, Bahia and Alagoas (Note 15(ii)).
(ii) ICMS recoverable
Braskem increased its accumulated ICMS credit during 2004, in particular in the States of Bahia and Rio Grande do Sul on account of the high export volumes in this States and also because of changes in tax legislation that limited the transfer of credits to third parties.
Company management is working on maximizing the use of this credit, as for example through the recent agreement with the State of Bahia which extends the ICMS deferral benefit to the import of petrochemical naphtha.
10 Investments
(a) Information on the parent companys investments
|
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Copene Participações |
|
8,499,997 |
|
8,499,997 |
|
100.00 |
|
100.00 |
|
(646) |
|
23,085 |
|
22,312 |
|
22,958 |
|
|
CPN Distribuidora |
|
354 |
|
354 |
|
100.00 |
|
100.00 |
|
|
|
|
|
3,542 |
|
3,542 |
|
|
CPN Inc. |
|
95 |
|
95 |
|
100.00 |
|
100.00 |
|
(60,018) |
|
(5,256) |
|
5,591 |
|
71,413 |
|
|
CPP |
|
4,666 |
|
4,666 |
|
90.71 |
|
90.71 |
|
|
|
|
|
5,144 |
|
5,144 |
|
|
IPL (*) |
|
974 |
|
974 |
|
100.00 |
|
100.00 |
|
|
|
|
|
12 |
|
12 |
|
|
MONÔMEROS |
|
|
|
683,393 |
|
|
|
87.24 |
|
|
|
8,810 |
|
|
|
115,833 |
|
|
Odequi |
|
13,042 |
|
23,922 |
|
100.00 |
|
98.63 |
|
63,090 |
|
(2,218) |
|
1,340,750 |
|
2,341,438 |
|
|
OIL |
|
5 |
|
5 |
|
100.00 |
|
100.00 |
|
27,915 |
|
33,269 |
|
(311,783) |
|
(369,748) |
|
|
OPP Finance |
|
|
|
50 |
|
|
|
100.00 |
|
|
|
(775) |
|
|
|
(33,566 |
|
|
OQPA |
|
153,602 |
|
153,602 |
|
100.00 |
|
100.00 |
|
(46,169) |
|
(126,439) |
|
218 |
|
(52,827) |
|
|
Overseas (*) |
|
1 |
|
1 |
|
100.00 |
|
100.00 |
|
(982) |
|
(1,953) |
|
(223,821) |
|
(242,549) |
|
|
Polialden |
|
410,904 |
|
363,057 |
|
63.68 |
|
56.27 |
|
55,668 |
|
75,382 |
|
456,939 |
|
448,180 |
|
|
Proppet Overseas (*) |
|
|
|
2 |
|
|
|
100.00 |
|
|
|
2,458 |
|
|
|
|
|
|
Tegal |
|
21,938 |
|
20,384 |
|
90.79 |
|
84.36 |
|
(5,518) |
|
(7,087) |
|
19,118 |
|
24,637 |
|
|
Trikem |
|
|
|
7,639,888 |
|
|
|
12.55 |
|
|
|
342,800 |
|
|
|
664,597 |
|
|
CINAL |
|
107,638 |
|
|
|
63.03 |
|
|
|
3,739 |
|
|
|
94,395 |
|
|
|
|
CPC Cayman |
|
900 |
|
|
|
100.00 |
|
|
|
1,460 |
|
|
|
208,548 |
|
|
|
|
Lantana |
|
5 |
|
|
|
100.00 |
|
|
|
(139,070) |
|
|
|
58,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jointly-controlled entities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CETREL |
|
456 |
|
293 |
|
40.56 |
|
26.07 |
|
(8,663) |
|
(6,480) |
|
56,600 |
|
65,261 |
|
|
CODEVERDE |
|
9,533 |
|
9,448 |
|
35.49 |
|
35.44 |
|
|
|
|
|
41,810 |
|
41,072 |
|
|
Copesul |
|
3,555,182 |
|
3,555,182 |
|
23.67 |
|
23.67 |
|
558,417 |
|
149,857 |
|
1,154,801 |
|
1,059,698 |
|
|
Politeno |
|
20,757,722 |
|
20,757,722 |
|
33.88 |
|
33.88 |
|
96,493 |
|
67,218 |
|
450,495 |
|
429,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associated companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Petroflex |
|
141,597 |
|
141,597 |
|
20.12 |
|
20.12 |
|
98,599 |
|
60,743 |
|
255,746 |
|
169,585 |
|
|
Rionil Compostos Vinílicos Ltda ("Rionil") |
|
3,061 |
|
|
|
33.33 |
|
|
|
1 |
|
|
|
5,882 |
|
|
|
|
Sansuy Administração Participação Representação |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
e Serviços Ltda ("Sansuy") |
|
271 |
|
|
|
20.00 |
|
|
|
1,696 |
|
|
|
14,453 |
|
|
|
(*) | Quantity of shares or quotas in units. |
(b) Information on the direct and indirect subsidiaries investments
|
|
Quantity of shares or quotas |
|
Interest in capital (%) |
|
Adjusted net income |
|
|
|
Adjusted shareholdersequity (net capital deficiency) |
| ||||||
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Odebrecht Química |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPE Investimentos |
|
|
|
50,169 |
|
|
|
89.41 |
|
|
|
13,374 |
|
|
|
138,537 |
|
Trikem |
|
|
|
24,965,348 |
|
|
|
41.02 |
|
|
|
342,800 |
|
|
|
664,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trikem |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CINAL |
|
|
|
107,638 |
|
|
|
63.02 |
|
|
|
4,479 |
|
|
|
87,295 |
|
CPC Cayman |
|
|
|
900 |
|
|
|
100.00 |
|
|
|
7,762 |
|
|
|
225,407 |
|
OMML |
|
|
|
147 |
|
|
|
100.00 |
|
|
|
(1,502) |
|
|
|
(8,935) |
|
TRK |
|
|
|
2 |
|
|
|
100.00 |
|
|
|
(1,527) |
|
|
|
(9,027) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polialden |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Poliaden America (*) |
|
60 |
|
60 |
|
100.00 |
|
100.00 |
|
818 |
|
268 |
|
2,069 |
|
1,364 |
|
(*) | Quantity of shares or quotas in units. |
(c) Investment activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries and jointly-controlled entities |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
CPC Cayman |
|
Lantana |
|
CINAL |
|
Copene |
|
CPN Inc. |
|
CETREL |
|
MONÔMEROS |
|
Odequi |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 1 |
|
|
|
|
|
|
|
22,958 |
|
71,413 |
|
24,499 |
|
101,047 |
|
2,309,801 |
|
Additions through mergers (i) |
|
225,407 |
|
|
|
46,306 |
|
|
|
|
|
9,456 |
|
|
|
|
|
Additions through acquisition of shares |
|
|
|
168,771 |
|
|
|
|
|
|
|
|
|
14,786 |
|
52,689 |
|
Addition/(reduction) through capital increase/ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
merger/spin-off |
|
|
|
|
|
|
|
|
|
|
|
|
|
(118,863) |
|
(1,082,648) |
|
Constitution of goodwill (negative goodwill) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(694) |
|
Equity in the results |
|
1,460 |
|
(76,299) |
|
4,475 |
|
(646) |
|
(60,018) |
|
(3,514) |
|
3,030 |
|
61,354 |
|
Amortization of goodwill |
|
|
|
|
|
|
|
|
|
|
|
(802) |
|
|
|
|
|
Exchange variation on foreign investments |
|
(18,319) |
|
(33,760) |
|
|
|
|
|
(5,804) |
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(446) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
208,548 |
|
58,712 |
|
50,781 |
|
22,312 |
|
5,591 |
|
29,639 |
|
|
|
1,340,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill (negative goodwill) on investments (ii) |
|
|
|
|
|
(8,711) |
|
|
|
|
|
6,681 |
|
|
|
(694) |
|
(i) | Additions through mergers arise from the corporate restructuring described in Note 1(c). |
(ii) | The goodwill amounts are based on expected future profitability and amortized up to ten years, according to results projected prepared by independent experts, annually reviewed. In the consolidated financial statements, these amounts of goodwill are presented as deferred assets and negative goodwill as deferred income, in accordance with CVM Instruction 247/96. |
Investment activity (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent company |
| ||
|
|
|
|
|
|
|
|
|
|
Subsidiaries and jointly-controlled entities |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OQPA |
|
Polialden |
|
Copesul |
|
Trikem |
|
Politeno |
|
Other |
|
Total |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 1 |
|
|
|
707,210 |
|
473,760 |
|
85,088 |
|
607,482 |
|
42,060 |
|
4,445,318 |
|
5,975,122 |
|
Additions through mergers (i) |
|
|
|
|
|
|
|
|
|
|
|
1,584 |
|
282,753 |
|
533,470 |
|
Addition of asset ceeded from subsidiary |
|
|
|
|
|
|
|
269,074 |
|
|
|
|
|
269,074 |
|
338,125 |
|
Additions due to exchange of shares |
|
|
|
37,075 |
|
|
|
|
|
|
|
|
|
37,075 |
|
3,473 |
|
Additions through acquisition of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
236,246 |
|
70,493 |
|
Constitution of goodwill (negative goodwill) |
|
|
|
(28,842) |
|
|
|
813,574 |
|
|
|
|
|
784,038 |
|
(24,179) |
|
Addition/(reduction) through capital increase/ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
merger/spin-off |
|
99,215 |
|
|
|
|
|
(356,493) |
|
|
|
18,968 |
|
(1,439,821) |
|
(2,250,344) |
|
Write-off due to sale of investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(90,569) |
|
Transfer of goodwill/negative goodwill on merger (ii) |
|
|
|
|
|
|
|
(801,195) |
|
|
|
|
|
(801,195) |
|
34,844 |
|
Dividends |
|
|
|
(47,230) |
|
(107,988) |
|
|
|
(37,077) |
|
|
|
(192,295) |
|
(69,487) |
|
Equity in the results |
|
2 |
|
48,966 |
|
130,499 |
|
3,538 |
|
44,116 |
|
(5,010) |
|
151,953 |
|
78,320 |
|
Reversal of (provision for) loss on investments |
|
|
|
|
|
|
|
|
|
|
|
(7,500) |
|
(7,500) |
|
37,793 |
|
Amortization of goodwill |
|
(98,999) |
|
(63,035) |
|
(28,152) |
|
(13,586) |
|
(60,751) |
|
(18,663) |
|
(283,988) |
|
(171,573) |
|
Exchange variation on foreign investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
(57,883) |
|
(17,092) |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
(25) |
|
(471) |
|
(3,078) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31 |
|
218 |
|
654,144 |
|
468,119 |
|
|
|
553,770 |
|
31,414 |
|
3,423,304 |
|
4,445,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill (negative goodwill) on investments (iii) |
|
|
|
363,160 |
|
194,810 |
|
|
|
401,145 |
|
(1,500) |
|
954,891 |
|
1,112,706 |
|
(i) | Additions through mergers arise from the corporate restructuring described in Note 1(c). |
(ii) | Goodwill and negative goodwill on the merger of investments were transferred to Property, plant and equipment and Deferred charges, in accordance with CVM Instruction 319/99. |
(iii) | The goodwill amounts are based on expected future profitability and amortized in up to ten years, according to results projections prepared by independent experts, annually reviewed. In the consolidated financial statements, these goodwill amounts are presented as deferred assets and negative goodwill as deferred income, in accordance with CVM Instruction 247/96. |
Parent company | |||||
Associated company | |||||
2004 | 2003 | ||||
Petroflex | Rionil | Sansuy | Total | Total | |
As of January 1 | 33,505 | 33,505 | 21,771 | ||
Addition through merger (i) | 1,960 | 2,227 | 4,187 | ||
Equity in results | 17,335 | 664 | 17,999 | 12,836 | |
Dividends | (713) | ||||
Amortization of goodwill | (389) | ||||
As of December 31 | 50,840 | 1,960 | 2,891 | 55,691 | 33,505 |
Provision for loss on investments
Parent company | |||||||
Provision for loss on investments - long-term liabilities | |||||||
2004 | 2003 | ||||||
OIL | OQPA | OPP Finance |
Overseas | Other | Total | Total | |
At the beginning of the year | 369,748 | 52,827 | 33,566 | 242,550 | 698,691 | 790,104 | |
Addition through merger (i) | 17,963 | 17,963 | 40,101 | ||||
Increase (reversal) of the provision | |||||||
Capital increase | (18,663) | (18,663) | |||||
Liquidation of companies | (34,211) | (34,211) | (4,284) | ||||
From results for the year | (27,915) | (52,827) | 982 | 700 | (79,060) | 24,060 | |
Exchange variation on shareholders equity | (30,050) | 645 | (19,711) | (49,116) | (151,290) | ||
As of December 31 | 311,783 | 223,821 | 535,604 | 698,691 | |||
(i) | Additions through merger arise from the corporate restructuring described in Note 1(c). |
Investment activity (continued)
Consolidated | ||
Associated companies | ||
2004 | 2003 | |
Total | Total | |
As of January 1 | 37,695 | 27,432 |
Equity in results | 17,999 | 12,640 |
Dividends | (713) | |
Write-off due to liquidation | (14) | |
Loss due to changes in evaluation criteria | (1,275) | |
Amortization of (goodwill)/negative goodwill | 11 | (389) |
As of December 31 | 55,691 | 37,695 |
(d) 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. Goodwill on this investment, based on future profitability, will be amortized up to August 2011.
Polialden
Polialden is 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 is supplied by Braskem. Polialden operates an industrial plant in Camaçari - Bahia. Goodwill on this investment, based on future profitability, will be amortized up to August 2011.
Politeno
Politeno 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. Goodwill on this investment, based on future profitability, will be amortized up to August 2011.
The external auditors of Politeno issued an opinion on its financial statements at December 31, 2004, with an emphasis paragraph showing the uncertainties in relation to the recovery of ICMS recoverable, in the amount of R$ 115,273. According to the opinion, management is discussing with the Finance Secretariat of the State of Bahia the adoption of measures in order to provide choices for the recovery of the mentioned credit.
CETREL
The activities of CETREL are to (1) supervise, coordinate, operate and monitor environmental protection systems; (2) carry out research in the environmental control area and in the recycling of waste and other materials recoverable from industrial and urban emissions; (3) monitor the levels of environmental pollution of air quality, water resources and other vital elements; (4) perform environmental diagnostics; (5) prepare and implement projects of environmental engineering solutions; (6) develop and install environmental management systems and those relating to quality, laboratory analyses, training, environmental education and also (7) specification, monitoring and intermediation in the acquisition of materials of environmental protection systems. Goodwill on this investment, based on future profitability, will be amortized up to July 2013.
CINAL
CINAL is 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, as shareholders and users.
Tegal
Tegal is engaged in rendering services, for its own account or third parties, of storage and transportation of liquid gases to companies located at the Camaçari Petrochemical Complex.
11 Property, Plant and Equipment
|
|
|
|
|
|
Parent Company |
|
|
|
|
|
Consolidated |
|
|
| ||||
|
|
|
|
|
|
2004 |
|
2003 |
|
|
|
|
|
2004 |
|
2003 |
|
Annual |
|
|
|
Cost |
|
Accumulated depreciation |
|
Net |
|
Net |
|
Cost |
|
Accumulated depreciation |
|
Net |
|
Net |
|
depreciation rates (%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
21,264 |
|
|
|
21,264 |
|
7,933 |
|
46,525 |
|
|
|
46,525 |
|
55,685 |
|
|
|
Buildings and improvements |
|
817,117 |
|
(342,349) |
|
474,768 |
|
221,401 |
|
941,679 |
|
(396,811) |
|
544,868 |
|
440,214 |
|
2 to 10 |
|
Machinery, equipment and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
installations |
|
6,017,565 |
|
(2,219,555) |
|
3,798,010 |
|
2,992,335 |
|
7,417,828 |
|
(3,203,303) |
|
4,214,525 |
|
4,396,220 |
|
3.33 to 20 |
|
Mines and wells |
|
26,004 |
|
(21,364) |
|
4,640 |
|
|
|
26,016 |
|
(21,376) |
|
4,640 |
|
1,316 |
|
4 to 10 |
|
Furniture and fixtures |
|
35,170 |
|
(30,441) |
|
4,729 |
|
2,005 |
|
39,396 |
|
(33,843) |
|
5,553 |
|
7,002 |
|
10 |
|
Information technology |
|
49,125 |
|
(39,952) |
|
9,173 |
|
4,396 |
|
56,394 |
|
(45,068) |
|
11,326 |
|
9,855 |
|
20 |
|
Construction in progress |
|
499,895 |
|
|
|
499,895 |
|
272,382 |
|
554,713 |
|
|
|
554,713 |
|
405,376 |
|
|
|
Other |
|
21,185 |
|
(10,129) |
|
11,056 |
|
31,985 |
|
30,981 |
|
(15,958) |
|
15,023 |
|
37,156 |
|
Up to 20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,487,325 |
|
(2,663,790) |
|
4,823,535 |
|
3,532,437 |
|
9,113,532 |
|
(3,716,359) |
|
5,397,173 |
|
5,352,824 |
|
|
|
Construction in progress relates principally to projects for operating improvements to increase the useful life of the industrial units, as well as programs in the areas of health, technology and security.
At December 31, 2004, property, plant and equipment includes the appreciation, as goodwill, of the assets arising from merged companies (Note 1(c)), transferred in conformity with CVM Instruction 319/99, in the amount of R$ 937,236 (2003 - R$ 717,499).
12 Deferred Charges
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Costs | ||||
Pre-operating expenses | 216,417 | 219,462 | 244,576 | 289,358 |
Rights to manufacturing processes | 53,313 | 50,575 | 56,995 | 53,730 |
Organization and implementation expenses | 227,163 | 123,575 | 317,436 | 239,909 |
Expenditures for structured operations | 314,748 | 198,968 | 436,045 | 314,245 |
Goodwill on merged/consolidated | ||||
investments | 1,709,297 | 1,228,969 | 2,409,507 | 2,538,129 |
Expenditures for programmed stoppages | 494,038 | 264,611 | 500,472 | 342,649 |
Research and development | 64,596 | 51,928 | 91,204 | 86,165 |
Catalysts and other | 103,382 | 57,054 | 104,333 | 57,133 |
3,182,954 | 2,195,142 | 4,160,568 | 3,921,318 | |
Accumulated amortization | (973,425) | (571,174) | (1,055,502) | (745,825) |
2,209,529 | 1,623,968 | 3,105,066 | 3,175,493 | |
The goodwill on merged/consolidated investments is based on the 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 Instructions 319/99 and 247/96.
At programmed dates, which vary from one to six years, the Company and its subsidiaries stop production, totally or partially, to carry out inspection and maintenance. The costs associated with each stoppage are deferred and amortized to cost of production up to the beginning of the next corresponding stoppage.
13 Loans and Financing
Parent company | Consolidated | |||||
Annual financial charges | 2004 | 2003 | 2004 | 2003 | ||
Foreign currency | ||||||
Foreign notes payable (Eurobonds) | Note 13 (a) | 1,057,657 | 1,104,619 | 700,525 | 1,636,898 | |
Advances on exports contracts | 2004 | Fx US$ + interest of 2.30% to 6.00% | 300,434 | 269,542 | 351,877 | 458,522 |
2003 | Fx US$ + interest of 6.25% to 12.30% | |||||
Export prepayment | Note 13 (b) | 1,129,647 | 1,294,275 | 910,938 | 1,182,494 | |
Medium-term Notes | Note 13 (c) | 1,581,448 | 1,369,159 | 1,581,448 | 1,369,159 | |
Raw material financing | 2004 | Fx US$ + interest of 0.53% to 7.65% above LIBOR | 219,825 | 3,811 | 467,129 | 4,757 |
2003 | Fx US$ + interest of 2.00% above LIBOR | |||||
2004 | Fx US$ and YEN + fixed interest of 6.90% | 3,496 | 4,392 | 238,515 | ||
2003 | Fx US$ and YEN + fixed interest of 4.75% to 8.26% | |||||
Permanent assets financing | 2004 | Fx US$ + interest of 3.88% above LIBOR | 29,868 | 43,344 | 29,868 | 276,344 |
2003 | Fx US$ + interest of 0.50% a 3.88% above LIBOR | |||||
2004 | Fx US$ + fixed interest of 4.75% to 13.64% | 27,932 | 45,247 | 28,913 | 45,247 | |
2003 | Fx US$ + fixed interest of 6.49% to 7.14% | |||||
Working capital | 2004 | Fx US$ + interest of 5.00% a 7.50% | 102,776 | 8,025 | ||
2003 | Fx US$ + interest of 3.55% a 13.64% |
Parent company | Consolidated | |||||
Annual financial charges | 2004 | 2003 | 2004 | 2003 | ||
Local currency | ||||||
Working capital | 2004 | Interest of 0.30% to 11.00% + fixed restatement (IGPM. TJLP and CDI) | 17,189 | 269,993 | 34,089 | 332,541 |
2003 | Interest of 2.42% to 14.03% + fixed restatement (SELIC and CDI) | |||||
2004 | Fx US$ + interest of 4.50% | 10,944 | 142,604 | 10,944 | 148,781 | |
2003 | Fx US$ + interest of 7.00% to 13.00% | |||||
2003 | Fixed interest of 30.61% to 41.42% | 63,171 | 74,678 | |||
FINAME | Fixed interest of 3.00% to 11.00% + fixed restatement (TJLP) | 929 | 1,710 | 17,146 | 32,006 | |
BNDES | Fixed interest of 2.50% to 12.60% + fixed restatement (TJLP and UMBNDES) (i) | 166,492 | 276,288 | 171,225 | 280,095 | |
BNB | Fixed interest of 11.81% | 31,538 | 31,538 | |||
Acquisition of shares | Fixed interest of 4.00% to 4.50% + fixed restatement (TJLP and IGPM) | 176,277 | 253,040 | 176,277 | 253,040 | |
Vendor | 168,636 | 32,711 | ||||
Others | Fixed interest between 14.00% and 21% + payment bonus of 15.00% or 112.00% of CDI | 511 | 39,079 | 618 | ||
4,750,180 | 5,140,810 | 4,826,800 | 6,374,431 | |||
Less: Current liabilities | (1,435,094) | (2,474,482) | (1,775,618) | (2,759,167) | ||
Long-term liabilities | 3,315,086 | 2,666,328 | 3,051,182 | 3,615,264 | ||
(i) UMBNDES = BNDES monetary unit.
(a) Foreign notes payable (Eurobonds)
In October 1996, OPP Petroquímica (merged into OPP Química in December 2002) issued Eurobonds amounting to US$ 100,000 thousand, falling due in October 2004 and with annual interest of 11%, paid semiannually.
In June 1997, the Company issued Eurobonds amounting to US$ 150,000 thousand falling due in June 2007, and with annual interest of 9%, paid semiannually in June and December of each year.
In July 1997, the merged company Trikem issued Eurobonds in the amount of US$ 250,000 thousand, falling due in July 2007 and with annual interest of 10.625%, paid semiannually in January and July of each year. These notes grant exclusively to Trikem the right to repurchase the Eurobonds on July 24 of each year as from July 2002.
(b) Prepayment of exports
The consolidated balance of prepayment of exports includes the balance of an advance of US$ 100,000 thousand made by a foreign customer of Trikem in August 1997 with a limit for shipment of up to June 2004. This advance bears annual interest of 12% and the balance at December 31, 2003 is US$ 47,210 thousand (R$ 136,395).
On December 28, 2001, the Company obtained funds in the amount of US$ 250,000 thousand as prepayment of exports. This loan was placed in two tranches. The first tranche, in the amount of US$ 80,000 thousand, has a settlement term up to December 2004 and is subject to interest of 4.25% per annum plus 3 month LIBOR, payable on a quarterly basis and was fully amortized upon maturity. The second tranche, in the amount of US$ 170,000 thousand, has a settlement term up to December 2006 and is subject to interest of 5.25% per annum plus 3 month LIBOR, payable on a quarterly basis. The debt balance in 2003 is US$ 223,076 thousand - R$ 644,510.
In December 2002, the merged company OPP Química received an advance from a foreign customer, in the amount of US$ 97,200 thousand, with annual interest of 3.75%, plus semiannual LIBOR, in addition to the exchange variation. In November 2004, the Company renegotiated the charges, reducing the spread to 1.25% per annum (p.a.). This contract will be liquidated through shipments made up to June 2006. The balance due at December 31, 2004 is US$ 47,018 thousand - R$ 124,805 (2003 - US$ 96,683 thousand - R$ 279,336).
In June 2004, the Company obtained funds in the amount of US$ 200,000 thousand as prepayment of exports divided in two tranches. The first tranche, in the amount of US$ 145,000 thousand, has a settlement term up to December 2007 and is subject to interest of 3.5% per annum plus 6 month LIBOR, payable semiannually. The second tranche, in the amount of US$ 55,000 thousand, has a settlement term up to June 2009 and is subject to interest of 4.5% per annum plus 6 month LIBOR, payable semiannually. The balance due, at December 31, 2004, is US$ 200,643 thousand - R$ 532,588.
In August 2004, the Company obtained funds in the amount of US$ 50,000 thousand as prepayment of exports. In addition to the foreign exchange variation, bears annual interest of 3% plus 6 month LIBOR up to January 2005 and 3 month LIBOR as from that date up to the final maturity, in October 2006. This contract will be amortized with exports between July 2004 and October 2006. The balance of this operation, on December 31, 2004, is US$ 51,009 thousand - R$ 135,397.
The Company has also other prepayments of export operations in the amount of US$ 126,905 thousand - R$ 336,857 (consolidated - US$ 45,154 thousand - R$ 119,856) on December 31, 2004. In 2003, the balance of these transactions was US$ 128,210 thousand - R$ 370,429 (consolidated - US$ 42,300 thousand - R$ 122,253), which will be settled at various dates through February 2006. In addition to foreign exchange variation, the Company is subject to annual interest from 0.30% to 4.63% above LIBOR.
(c) Medium-term Notes ("MTN") Program
In July 2003 Braskem initiated a MTN Program of US$ 500,000 thousand. On December 16, 2003, the Companys Board of Directors authorized an increase in the total of the program to US$ 1 billion and an extension in term from five to ten years.
MTN issues and the balance at December 31 are shown below:
US$ thousand | R$ | |||||
Issues | Interest | Maturity | 2004 | 2003 | 2004 | 2003 |
1st Tranche | 10.50% | 7/16/2004 | 121,000 | 121,000 | 349,593 | |
2nd Tranche | 9.25% | 10/23/2005 | 65,000 | 65,000 | 172,536 | 187,798 |
3rd Tranche | 12.50% | 10/31 and 11/26/2008 | 275,000 | 275,000 | 729,960 | 794,530 |
4th Tranche | 11.75% | 1/22/2014 | 250,000 | 663,600 | ||
711,000 | 461,000 | 1,566,096 | 1,331,921 | |||
Interest accrued | 15,352 | 37,238 | ||||
Balance at December 31 | 1,581,448 | 1,369,159 | ||||
(d) FINAME, BNDES and BNB
These loans relate to various operations for the increase in production capacity, environmental programs, operating control centers, laboratory and waste treatment stations. Principal and charges are payable monthly up to June 2016.
(e) Acquisition of shares
This loan refers to the acquisition from BNDESPAR of one billion shares of Copene Participações, made in September 2001, by the merged company Nova Camaçari. The loan principal is payable in full in August 2006. The principal bears interest of 4% p.a. and TJLP, due annually as from August 2002. In December 2004, the balance of this loan is R$ 176,277 (2003 - R$ 177,300).
In September 1992 the subsidiary Odequi acquired shares from PPH Cia. Industrial de Polipropileno and Poliolefinas S/A, which were companies that formed the merged OPP Química. This acquisition was financed by the Banco do Brasil for 12.5 years and the loan is restated by the change in the IGP-M index plus interest of 4.5% p.a. In January 2004, the balance of this loan was converted into debentures of the 11th issue (Note 14(c)). The balance, at December 31, 2003, was R$ 75,740.
Long-term loans mature in the followings years:
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
2005 | 888,695 | 1,042,737 | ||
2006 | 563,929 | 486,254 | 620,006 | 503,359 |
2007 | 1,269,314 | 496,849 | 946,594 | 1,237,584 |
2008 | 770,436 | 794,530 | 772,464 | 831,584 |
2009 onwards | 711,407 | 712,118 | ||
3,315,086 | 2,666,328 | 3,051,182 | 3,615,264 | |
In the case of short-term loans, the Company and its subsidiaries have given security such as trade bills receivable and promissory notes.
Long-term loans are secured by liens on fixed assets, shares, guarantees of the shareholders and bank guarantees. Certain long-term operations are guaranteed by surety bonds and mortgages of the Company's industrial plants.
14 Debentures
(a) 10th public issue
On October 1, 2001, the Company carried out the issue and sale of two series of the 10th issue of non-convertible debentures, being 4,108 of the 1st series and 2,142 of the 2nd series, totaling R$ 625,000.
In January 2004, the Company redeemed 2,289 debentures of the 1st series and 945 debentures of the 2nd series, the rest of both series was redeemed on September 30, 2004. All of these debentures were cancelled.
(b) 1st private issue
On May 31, 2002, the merged company OPP Produtos Petroquímicos S.A. ("OPP PP") issued 59,185 debentures convertible into class "A" preferred shares of the Company at any time, at the option of the debentureholders. These debentures have the following characteristics:
Single series | |
Unit face value: | R$ 10.00 |
Final maturity date: | July 31, 2007 |
Remunerations: | TJLP variation, plus interest of 5% p.a. |
These debentures are subordinated, and the payment of the principal and interest will only occur on their final maturity date. There is no partial or total redemption clause allowing payments before this date.
(c) 11th public issue
The Extraordinary Shareholders Meeting held on November 19, 2003 approved the 11th public issue of debentures, not convertible into shares. On December 1, a single series of 12,000 thousand debentures was issued in the total amount of R$ 1.2 billion, with subscriptions on January 16 and February 2, 2004. Their characteristics are as follows:
Single series | |
Unit face value: | R$ 100.00 |
Final maturity date: | December 1, 2007 |
Payment of the face value: | 36 monthly installments, equal and successive, as from January 1, 2005 |
Remuneration: | CDI + interest of 4.5% p.a. |
Payment of the remuneration: | 1st of each month, as from January 2004 |
As a guarantee of these debentures, the Company set up a pledge over certain long-term supply contracts.
On November 3, 2004, the Company redeemed in advance all debentures of this issue, as permitted by Clause 5.19 of the Deed of Issue. After redemption, debentures were cancelled.
(d) 12th public issue
The Extraordinary Shareholders Meeting held on June 15, 2004 approved the issue of 3,000 debentures, non-convertible into shares, totaling R$ 300,000. The debentures were subscribed and paid-up on September 29, 2004, and have the following characteristics:
Single series | |
Unit face value: | R$ 100.00 |
Final maturity date: | June 1, 2009 |
Payment of the face value: | Single installment on the final maturity date |
Remuneration: | 117% of CDI |
Payment of the remuneration: | Semiannually, as from December 1, 2004 |
To guarantee the compliance with the obligations of these debentures, the Company set up a pledge on pre-indexed credit rights.
(e) A summary of the debentures is as follows:
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
As of January 1 | 1,492,000 | 1,361,187 | 1,492,000 | 1,222,273 |
Financial charges | 444,132 | 282,075 | 444,132 | 280,725 |
Issue | 1,500,000 | 1,500,000 | 140,264 | |
Amortization | (2,263,293) | (151,262) | (2,263,293) | (151,262) |
At the end of the year | 1,172,839 | 1,492,000 | 1,172,839 | 1,492,000 |
Less: current liabilities | (4,969) | (19,196) | (4,969) | (19,196) |
Long-term liabilities | 1,167,870 | 1,472,804 | 1,167,870 | 1,472,804 |
15 Taxes and Contributions Payable - Long-term Liabilities
Parent company | Consolidated | ||||
2004 | 2003 | 2004 | 2003 | ||
IPI credits offset | |||||
IPI export credit | (i) | 462,832 | 151,927 | 462,832 | 413,079 |
IPI - zero rate | (ii) | 272,143 | 53,603 | 406,880 | 307,002 |
IPI - consumable materials and property, plant and equipment | 34,418 | 28,104 | 34,791 | 31,884 | |
Other taxes and contributions payable | |||||
PIS /COFINS - Law 9718/98 | (iii) | 290,533 | 233,707 | 320,620 | 284,947 |
Education contribution, SAT and INSS | 28,816 | 23,616 | 31,242 | 26,541 | |
REFIS | (iv) | 3,236 | 9,186 | 3,236 | 9,186 |
PAES-Law 10684 | (v) | 49,706 | 49,706 | 56,260 | |
Others | 1,563 | 12 | 22,816 | 20,239 | |
1,143,247 | 500,155 | 1,332,123 | 1,149,138 | ||
The Company and its subsidiaries have brought legal actions challenging certain alterations in the tax law and defending, amongst other things, the right to Excise Tax (IPI) credits on the purchase of raw materials and the export of products. With regard to the contingent IPI credits, which had been offset against various federal taxes payable, the Company and its subsidiaries recorded liabilities to eliminate the contingent gain and accrued interest on these liabilities based on SELIC. The Company and its subsidiaries did not record tax credits that may be considered as contingent assets pending realization. Even though this refers to one of the matters brought to courts, the undue tax payment mentioned in Note 9(i) was recorded because it was a credit effectively realized to the benefit of the Company.
(i) IPI - Export Credit
This refers to a legal process proposed by the Company and its merged companies OPP Química and Trikem and its subsidiary Polialden, requesting the legal recognition of the IPI credit, introduced by Decree-Law 491/69, as an incentive to exports of manufactured products.
The Company and the merged company Nitrocarbono filed for a writ of security that discusses the right to the IPI credit, in September 2003. The decision was favorable, guaranteeing that the credit for the past 5 (five) years as from the bringing of the suit and its offset against all taxes administered by the Federal Revenue Secretariat. An appeal by the Federal Government was made and is waiting for a judgment by the TRF of the 1st Region.
The merged company OPP Química, obtained a preliminary injunction in this action, partially confirmed by a sentence, authorizing it to use the benefit calculated on the exports of the units located in Rio Grande do Sul, to offset federal taxes due. The decision was revoked by the TRF of the 4th Region, against which special and extraordinary appeals were lodged and are awaiting judgment in the Higher Court of Justice (STJ) and Supreme Court (STF), respectively.
The merged company Trikem, in the unit installed in São Paulo, filed a writ of security to request the same credit. The process is still waiting for a judgment in the Trial Court.
The merged companies OPP Química and Trikem, in the industrial units installed in Bahia, filed a civil action on the matter. The decision was unfavorable and the Company lodged an Appeal against it. The judgment of this appeal is pending a decision by the TRF of the 1st Region.
The merged company Trikem, in the units installed in Alagoas, filed a writ of security on the matter. The security was granted and the credit was assured for the 10 (ten) years before bringing the suit. The TRF of the 5th Region maintained the favorable decision, however, it limited the length of the term for use of credits to 5 (five) years. Against this decision, special and extraordinary appeals were lodged and are awaiting judgment in the Higher Court of Justice (STJ) and Supreme Court (STF), respectively.
The external legal advisors of the Company, considers that the chances of success with respect to the export credit itself and the effects of the monetary restatement (expurgations, monetary correction and SELIC rate) are probable, even with the recent adverse decisions of the matter in the STJ.
(ii) IPI - Zero rate
In addition to the legal action filed in the State of Rio Grande do Sul, with a decision of the STF in its favor (Note 9(i)), the Company and its merged companies OPP Química and Trikem have similar legal actions in the States of São Paulo, Bahia and Alagoas, to support the right to the IPI credit on the purchases of raw materials and input materials exempt, not taxed or taxed at the zero rate. The process in São Paulo in awaiting decision in the lower court. In this case, the preliminary injunction was denied and the TRF of the 3rd Region granted suspensive effects to recognize the right to that credit. The process originated in Bahia obtained a favorable decision in the TRF of the 1st Region, which was the object of a Special and Extraordinary Appeal by the Federal Government. The Special Appeal was not accepted by the TRF and STJ and the Extraordinary Appeal awaits judgment in the STF.
Finally, the proceeding from Alagoas obtained a favorable decision in the TRF of the 5th Region, however, due to a formal defect in this judgment, STJ determined that the proceeding should return to the TRF so that the defect was remedied. The legal action is in the STJ awaiting Judgment of Petitions for Clarification opposed by the Company.
The subsidiary Polialden filed an action in August 1999 and was granted the right to use IPI credits on inputs taxed at a zero rate for the last ten years. This decision was confirmed by the TRF of the 1st. Region, and was the object of special and extraordinary appeals by the Federal Government. The process was sent to the STJ and is awaiting judgment since March 2004. Based on the opinion of its legal advisors, who believe that a favorable final decision is possible, Polialden has been offsetting the credits against IPI payable since March 2000, while maintaining a provision duly updated as if the tax were due.
(iii) PIS/COFINS - Law 9718/98
The Company and its subsidiary Polialden, in different legal actions, have challenged the constitutionality of the changes deriving from Law 9718/98, which, in practice, increase the value of the contributions to PIS and COFINS, as from February 1999, as described below:
COFINS - Increase in the rate from 2% to 3% and expansion of the calculation basis to practically comprehend all income earned by companies, in addition to the sales of products and services;
PIS - expansion of the calculation basis identical to COFINS.
With regard to the period after December 2002, with the beginning of the effectiveness of Law 10637/02, the discussion about the unconstitutionality of the PIS calculation basis (Law 9718/98) lost its focus due to the new non-cumulative system for this tax. Similarly, after February 2004, with the beginning of the effectiveness of Law 10833/03, the discussion about the COFINS calculation basis lost its focus. As from these dates, the Company started to pay these contributions as prescribed by the legislation, excepting its right to the questioning in relation to prior periods.
Considering that the legal discussion is still valid for the effectiveness of Law 9718/98, the situation of each proceeding is as follows:
The Company proposed to file a legal action to discuss the unconstitutionality of the increase in the COFINS rate in March 1999. The injunction only authorized the judicial deposit of the amount under discussion. The security was granted, however, the TRF of the 1st Region revoked the decision in the lower court. Against this decision, the Company lodged an Extraordinary Appeal which is awaiting judgment by the STF. The judicial deposits for the increase in the COFINS calculation basis were made up to January 2004, in the amount of R$ 39,085.
The Company filed a writ of security to discuss the unconstitutionality of the related increase in the PIS calculation basis, in March 1999. The security was granted, however the TRF of the 1st Region revoked this decision. Against the decision an Extraordinary Appeal was lodged before the STF. Because this appeal cannot be accepted by the TRF of the 1st Region, an Interlocutory Appeal was lodged and is awaiting judgment by the STF.
The Company proposed to file a legal action to assure the right of not paying COFINS at the rate of 3%, in October 2001. The security was rejected and against this decision an appeal was lodged and is awaiting judgment by the TRF of the 1st Region.
The merged companies OPP Química and Trikem brought a legal action together with other companies to discuss whether the increase in the COFINS calculation basis and rate is legal and constitutional. The decision was accepted and against the decision the Federal Government lodged an appeal. The proceeding is awaiting judgment by the TRF of the1st Region. In August 2003, the merged company Trikem opted for partially giving up the action in relation to the increase in the tax rate and, through PAES (Note 15(v)), divided into installments the amount due.
The merged companies OPP Química and Trikem proposed a writ of security, together with other companies, to discuss whether the increase in July 1999 in the COFINS calculation basis and rate is legal and constitutional. The security was granted, however the TRF of the 1st Region revoked the decision. Against this decision an Extraordinary Appeal was lodged and is awaiting judgment by the STF. After the distribution of the Extraordinary Appeal, an incidental writ of prevention was proposed in the STF to suspend the payment of the increased PIS. The writ of prevention was accepted and the judgment of the Extraordinary Appeal is being awaited.
Based on the court orders, the merged company OPP Química was not obliged to pay or deposit any of the increases introduced by Law 9718/98 up to its merger by the Company. Besides the increase in the COFINS rate, in which there was a partial withdrawal from the action, the merged company Trikem is in the same situation as the merged company OPP Química.
The subsidiary Polialden filed a writ of security in 1999 to discuss the increase in the COFINS rate. The sentence was partially favorable to Polialden, to suspend the payment of the amount referring to the rate increased while the decision that discharged the payment of CSLL was in effect. The parties appealed and are awaiting the judgment of these appeals by the TRF of the 1st Region. COFINS unpaid amounts totaled, in 1999, R$ 1,672 and were the object of a request for payment in installments by Polialden.
As from 2000, Polialden paid COFINS at the rate of 3%. In September 2000, Polialden filed another writ of security, whose objective was that it kept paying COFINS at the rate of 2% and offset the increase in COFINS rate against the Social Contribution on Income. For this request, Polialden deposited at court the amount of R$ 9,374. The security was partially granted and was the object of an appeal with the TRF of the 1st Region, but this was rejected. An extraordinary appeal to the STF against this decision has been lodged.
Up to January 2004, Polialden paid COFINS at the rate of 2% and deposited in court the remaining 1%. As from February, Polialden started to pay COFINS according to Law 10833/03, which introduced new criteria for the payment of COFINS.
(iv) REFIS - Law 9964/00
On August 1, 1996, the Federal Revenue Secretariat raised an assessment against Nitrocarbono, corresponding to the social contribution on income (Law 7689/88) that would have been due for the calendar years 1992 to 1995. In December 2000, management chose to settle the assessed amount of R$ 14,759, through enrollment in the Tax Recovery Program - REFIS.
(v) Special Installment Program (PAES) - Law 10684/03
On May 30, 2003 Federal Law 10684 was published, introducing the PAES program which offers taxpayers with liabilities to the Federal Revenue Secretariat or the National Treasury (confessed or challenged in the courts) the possibility of paying their debts overdue at February 28, 2003, in up to 180 successive monthly installments.
The legislation, among other benefits, provides for a fifty percent reduction in the arrears fine as well as the utilization of the Long-term Interest Rate (TJLP) to update the installments due (replacing the usual SELIC rate which is more onerous).
In August 2003, the subsidiary Trikem chose to partially desist from its legal action with respect to its challenge of the increase in the COFINS rate to use the favorable payment conditions established by the program. The amount due is being paid in 120 installments and the option was confirmed with payment of the first installment on August 31, 2003. At December 31, 2004 the balance due is R$ 56,261, being R$ 6,555 in current liabilities and R$ 49,706 in long-term liabilities (2003 - R$ 62,815, being R$ 6,555 in current liabilities and R$ 56,260 in long-term liabilities).
16 Income Tax and Social Contribution on Net Income
(a) Current taxes - parent company
2004 | 2003 | |
Income before income tax | 648,523 | 241,168 |
Adjustments to income for the year | ||
Permanent additions | 23,690 | 59,082 |
Temporary additions | 380,537 | 341,846 |
Permanent exclusions | (208,334) | (298,171) |
Temporary exclusions | (208,918) | (161,777) |
Interest on capital | (170,000) | |
Taxable income before offset of tax losses | 465,498 | 182,148 |
Offset of tax losses (30%) | (139,649) | (54,644) |
Taxable income for the period | 325,849 | 127,504 |
Income tax (15%) and additional (10%) | 81,438 | 31,876 |
Income tax expenses arising from changes in net assets | ||
derived from the merger of: | ||
Trikem | 1,283 | |
OPP Química | 19,731 | |
Other | 9,620 | |
10,903 | 19,731 | |
Income tax expense | 92,341 | 51,607 |
In relation to the income tax expense, R$ 53,887 is covered by the exemption/reduction benefit (Note 17(a)) (2003 - R$ 27,732).
(b) Deferred taxes
(i) Breakdown of deferred income tax
In accordance with the requirements of CVM Deliberation 273/98, which approves IBRACON pronouncement on the recognition of income tax, and CVM Instruction 371/02, the Company records the following deferred income tax balances:
2004 | 2003 | |
Tax losses for offset | 539,754 | 671,780 |
Goodwill amortized in books on investments in merged companies | 168,757 | 58,854 |
Goodwill amortized in books on permanent investments | 629,572 | 428,646 |
Temporarily nondeductible expenses | 1,261,018 | 1,220,797 |
Potential deferred income tax taxable base | 2,599,101 | 2,380,077 |
Potential calculated deferred income tax (25%) | 649,775 | 595,019 |
Unrecorded portion of deferred income tax | (348,248) | (429,399) |
Deferred income tax assets | 301,527 | 165,620 |
Change: | ||
Opening balance for the year | 165,620 | 144,760 |
- Addition (write-off) of deferred income tax on tax losses | (30,682) | 20,860 |
- Deferred income tax on amortized goodwill in merged companies | 37,040 | |
- Deferred income tax on temporary provisions | 129,549 | |
Closing balance | 301,527 | 165,620 |
Deferred income tax liabilities on accelerated depreciation with tax | ||
incentives: | ||
Opening balance for the year | (9,705) | (10,295) |
Realization of deferred income tax | 590 | 590 |
Closing balance for the year | (9,115) | (9,705) |
Deferred income tax in net income | 136,497 | 21,450 |
Deferred income tax assets and liabilities, arising from tax losses and temporary differences are recognized in the books taking into consideration the probable realization of these assets and liabilities, based on the projection of deferred income prepared based on internal assumptions and future economic scenarios which therefore may change.
(ii) Estimated deferred income tax realization period
In addition to the positive results arising from the corporate restructuring described in Note 1(c), expected future taxable income is based on projections and feasibility studies basically based on price, exchange rate, interest rate, market growth assumptions, as well as other variables relevant to the Company's performance, considered in the Companys business plan which point out the following estimates, as realization of deferred income tax assets on tax losses and temporary differences:
(a) Expected realization of deferred income tax on tax losses:
2005 | 95,860 |
2006 | 39,078 |
134,938 | |
Based on a feasibility study, Company management estimates that existing tax losses will be used by financial year 2006.
(b) Expected realization of deferred income tax on temporary differences:
Based on taxable income generation projections of the parent company, the realization estimate of deferred income tax assets balance related to goodwill amortized in books on investments in merged companies, considering the tax realization projection over ten years, will be as follows:
2005 | 4,383 |
2006 | 4,383 |
2007 | 4,383 |
2008 | 4,383 |
2009 | 4,935 |
2010 | 4,935 |
2011 | 4,906 |
2012 | 2,623 |
2013 | 1,055 |
2014 | 1,054 |
37,040 | |
The portion of goodwill on investments in merged companies amortized in books, the realization of which will be made over a period higher than 10 years (R$ 20,596), as well as Goodwill amortized in the books on permanent investments was not considered in the recognition of deferred income tax assets (R$ 629,572), the tax realization of which over the coming ten years is uncertain.
As regards temporarily nondeductible expenses, deferred income tax was recognized only on expenses recorded with respect to taxes challenged in courts (R$ 253,542) e other operating nondeductible provisions (R$ 264,654). The nondeductible provisions recorded on permanent investments (R$ 742,822) the tax realization of which over the coming ten years is uncertain, were not considered in the calculation basis of deferred income tax assets. It is estimated that the balance of deferred income tax arising from other temporary provisions (R$ 129,549) will be realized within up to ten years, also based on Company projections and the expected outcome of tax matters being discussed in courts.
It is worth noting that the assets recorded are limited to amounts the offset of which is supported by taxable income projections, discounted to their present value, realized by the Company within up to ten years, also considering the limitation to the offset of tax losses by 30% of income for the year before income tax and income tax exemption and income tax reduction benefits.
As the income tax taxable base does not arise only from the income that can be generated but also untaxed revenues, nondeductible expenses, tax incentives, and other variables, there is no direct relation between the Companys net income and income tax results. So, the expected use of tax credits must not be taken as an indication of the Companys future net income.
(c) Social Contribution of Net Income (CSLL)
In view of the discussion of the constitutionality of Law 7689/88, the Company and merged companies OPP Química and Trikem and its subsidiary Polialden, filed a lawsuit to avoid the payment of CSLL.
The TRF of the 1st Region expressly recognized the unconstitutionality of said tax, and the courts issued final and unappealable decisions favorable to the Company and merged companies. However, the Federal Government filed an action seeking to revoke the decisions on Braskems and Trikems lawsuits, arguing that after the final decision favorable to the companies, the Plenary Session of the STF had declared the constitutionality of the tax, except in 1988. In the case of OPP Química, the Federal Government did not file any action, and so the first final decision remained in force.
The decisions of lower and first appeal courts were favorable to the Federal Government however, tax payments are still suspended. Currently, the mentioned action is awaiting final judgment of the appeals lodged to the STF and STJ.
Based on the referred STFs decision, the Federal Revenue Secretariat (SRF) is raising tax assessment notices against the Company and the merged companies, against which administrative defense arguments have been filed.
The subsidiary Polialden also ensured the right to not pay CSLL, based on a final court decision. The Federal Revenue Secretariat, as well, filed an action seeking to revoke the decision and reinstate the collection of the tax from Polialden since 1989, which was accepted and considered groundfull by the TRF of the 1st Region and the STJ. Currently, the Appeal filed with the STF to refuse the Appeal filed with the TRF of the 1st Region and other Appeals filed against STJ decisions.
Based on the opinions of its legal advisors, the Company believes that it will obtain from the courts the right to not to pay this tax and even considering that the decisions of the action filed by the Federal Government, such decision cannot be applied retrospectively to the date of the laws enactment, and so no provisions related to this tax were recognized. Should retrospective collection be required, contrary to the opinion of the Companys outside legal advisors, the amount payable, restated based on Brazils base rate (SELIC) would be R$ 507,000 (2003 - R$ 418,500 including the merged company OPP Química), net of fine.
Company management, supported by the opinion of their legal advisors, believes that Polialden will probably be successful in the outcome of this case. Moreover, the legal advisors, based also on the understanding of other lawyers, believe that, even in the event of an unfavorable final decision, the contribution could only be demanded as from the date that the decision revoking the original sentence is published. Accordingly no provision has been recorded for CSLL as from 1989.
Should the final decision eventually be unfavorable to the subsidiary Polialden, and if the contribution were to be demanded for years prior to the date of its publication (contrary therefore to the understanding of the legal advisors and other lawyers), the original amount in question, restated using the SELIC rate, would be approximately R$ 55,000 (2003 - R$ 45,500), net of fine. This amount could be significantly reduced if deductions related to other contested tax matters were considered.
17 Tax Incentives
(a) Corporate income tax
From calendar-years 2002 to 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 Camaçari polyethylene plant of the merged company OPP Química has the same right for the same period. The PVC plants in Bahia and in Alagoas are exempt from Corporate Income Tax ("IRPJ") calculated on the results of their industrial operations until 2004 and 2008, respectively.
Productions of caustic soda, chloride and ethylene dichloride enjoy the benefit of the decrease of 75% of the income tax rate, up to 2012.
At the end of each year, in the case of taxable profit resulting from the benefited operations, the amount of the income tax exemption or reduction is credited to a capital reserve, which can only be used to increase capital or absorb losses. The incentive covered R$ 53,887 (2003 - R$ 27,732) of the income tax of the Company in the year ended December 31, 2004.
On December 14, 2004, the Board of Directors approved the use of R$ 463,281 from the tax incentive reserve for absorption of the balance of accumulated losses.
(b) Value-added tax (ICMS)
The Company has ICMS tax incentives granted by the State of Rio Grande do Sul, through the Company Operation Fund - FUNDOPEM, with the purpose of incentivating the installation and expansion of industries in the State. This incentive is determined based on approved projects and in percentages on the amounts of tax payments expected. The amount for the year ended December 31, 2004 was R$ 9,861 (2003 - R$ 1,093).
18 Shareholders Equity
(a) Capital
At December 31, 2004, subscribed and paid-up capital is R$ 3,402,968 and comprises 30,215,024,848 common shares, 60,210,112,893 Class A preference shares and 210,718,806 Class B preference shares, all nominative and with no par value. On this date, authorized capital comprised 122,000,000,000 shares, of which 43,920,000,000 are common shares, 76,860,000,000 are Class A preference shares and 1,220,000,000 are Class B preference shares.
On March 31, 2003 the Company's capital was increased by R$ 37 through the contribution of the net assets of Nitrocarbono. As a result of the capital increase, 67,698 Class A preference shares were issued (Note 1(c)).
The Ordinary General Meeting held on April 29, 2003 approved an increase in the Company's capital, without the issue of new shares, by transfer of the Monetary Restatement Reserve, in the amount of R$ 2,331.
In July 2003, due to the merger of NI Par by the Company (Note 1(c)), capital was increased by R$ 39,655, through the issue of 54,314,531 common shares, totaling R$ 1,887,422.
The Extraordinary General Meeting held on October 20, 2003 approved the split of the Company's shares, as proposed by Management. The Class A and B preference shares were split in the ratio of 20 shares of each type and class for each existing share. Accordingly, the relation between the shares and the ADRs traded on the New York Stock Exchange (NYSE) was changed from 50 to 1,000 Class A preference shares for each ADR.
In January 2004, due to the merger of Trikem (Note 1(c)), capital was increased by R$ 304,596, through the issue of 8,136,165,484 Class A preference shares, totaling R$ 2,192,018.
In September 2004, in accordance with the Global Offer (Note 1(d)), the Company increased capital in the amount of R$ 1,210,950, through the issue of 13,455,000,000 Class A preference shares, at the price of R$ 90.00 per thousand shares in Brazil and US$ 31.38 overseas. Accordingly, capital totaled R$ 3,402,968.
On January 15, 2004, in order to maintain the minimum limit related to the proportion between common and preference shares, in accordance with Brazilian Corporate Law, before the merger of Trikem, the conversion of 121,948,261 Class A preference shares into common shares was approved at the Extraordinary General Meeting. Accordingly, on September 17, 2004, before the conclusion of the Global Offer, the conversion of 4,484,963,007 Class A preference shares into common shares was approved at the Extraordinary General Meeting.
In September, October, November and December 2004, in accordance with Article 6 of the by-laws, the conversion of 18,435,994 Class B preference shares into 9,217,997 Class A preference shares was carried out.
(b) Share right
Preference shares are not convertible into common shares and do not carry voting rights, but they have priority to a minimum non-cumulative annual dividend of 6%, depending on the availability of income for distribution. Only the Class A preference shares have equal participation with the common shares in the remaining income, and this right exists only after the payment of dividends to the holders of preference shares. The Class A preference shares also have equal rights with the common shares to receive stock dividends arising from the capitalization of other reserves. The Class B preference shares, subsequent to the expiration of the period of non-transferability as foreseen in special legislation, may be converted into Class A preference shares at any time, at the ratio of two Class B preference shares for one Class A preference share.
In the event of liquidation of the Company, the Class A and B preference shares have priority to capital reimbursement.
All shareholders are assured an annual dividend of not less than 25% of the net income of each year, calculated in accordance with Brazilian Corporate Law.
As described in the Memoranda of Understanding for Shareholders' Agreements, the Company must distribute dividends in a percentage not less than 50% of available net income of each year, as long as remaining reserves are sufficient to maintain efficient operations and business development.
According to the terms agreed in the Export Prepayment Credit Agreement (Note 13(b)), the payment of dividends, interest on capital or any other participation in profits is limited to at the most 50% of net income for the year or 6% of the unit value of the Class A and B preference shares, whichever is higher.
(c) Shares held in treasury
At December 31, 2004, the Company held in treasury 116,836,839 Class A preference shares (2003 - 621,887.272 shares).
(d) Appropriation of net income
In accordance with the Companys by-laws, net income for the year, adjusted as provided by Law 6404/76, will be appropriated as follows: (i) 5% for constitution of the legal reserve, not exceeding 20% of capital; (ii) 25% for payment of non-cumulative mandatory dividends, observing the legal and statutory advantages of the preference shares. When the priority dividend amount paid to the preference shares is equal to or higher than 25% of the net income for the year, calculated in accordance with Article 202 of Brazilian Corporate Law, the full payment of the mandatory dividend is carried out. If there is a remaining mandatory dividend after the payment of the priority dividend, it will be applied as follows: i) in the payment to common shares of a dividend up to the limit of the priority dividend of preference shares; ii) if there is a remaining balance in the distribution of an additional dividend to common shares and Class A preference shares, under the same conditions, so as each common shares or preference share of this class receives the same dividend.
Dividends proposed by management, subject to approval at the General Meeting, are as follows:
2004 | |
Net income for the year | 692,679 |
Part allocated to legal reserve | (34,634) |
Adjusted net income for calculation of dividend | 658,045 |
Minimum mandatory dividends - 25% | 164,511 |
Appropriation of net income: | |
Basic profit for distribution of dividends | 658,045 |
Interest on capital (Note 18(e)) | |
Common shares (R$ 1.125 per thousand shares) | 33,976 |
Preference shares (R$ 2.256 per thousand shares) | 136,024 |
170,000 | |
Proposed dividends | |
Common shares (R$ 1.131 per thousand shares) | 34,178 |
Total | 204,178 |
Amount allocated to revenue reserve | 453,867 |
The amount of interest on own capital credited to preference shares is in compliance with the priority dividend established in the Companys by-laws.
Revenue reserve complies with the investment plan and the decrease in the Companys indebtedness.
(e) Interest on capital
In December 2004, the payment of R$ 170,000 to Braskem shareholders, as interest on capital was authorized by the Board of Directors and approved by the Management Committee, including the mentioned amount in the priority and mandatory dividends of 2004, as prescribed by Law 9249/95 and paragraph 6 of Article 44 of the by-laws. The individual amounts and the income tax withheld at source, in the amount of R$ 20,366, were recorded based on the shareholding control at December 31, 2004.
The effective payment will be made up to 60 days after the Ordinary General Meeting to be held in 2005.
For disclosure purposes, the expenses with interest on capital were reversed in the statement of operations for the year as Operating expenses (income), and also stated in the statement of changes in shareholders equity, in compliance with CVM Resolution 207/96.
19 Contingencies
(a) Employees' Collective Agreement - Clause 4
The Union of the Employees of Petrochemical, Plastic Chemicals and Related Companies of the State of Bahia ("SINDIQUÍMICA") and the Employers Union of the Petrochemical and Synthetic Resins Industry of the State of Bahia ("SINPEQ") challenged the constitutionality of the indexation clause of salaries and wages, included in the employees collective agreement, due to the standard of public order (economic plan) established in 1990 and which restrained salary adjustment. The Company and its subsidiaries operated plants in the region in 1990, and they are members of SINPEQ. The employees union pleads the retroactive adjustment of salaries. In December 2002, the STF judging the plea from SINPEQ, confirmed the prior decision from TST, determining that the economic policy legislation prevails over the collective agreement and, therefore, no adjustment is due. SINDIQUIMICA lodged a new appeal. In June 2003, after the waiver of the plea by two ministers, judgment was suspended.
Management, based on the opinion of its legal advisors, believes in a favorable outcome for the companies and therefore did not provide any amount relating to this matter.
(b) Preference shareholders
(i) Some holders of Class B preference shares, issued within the tax incentive program, allege that they are entitled to profit sharing under the same conditions as common and Class A preference shareholders. One lawsuit was considered unfavorable to the Company, and Braskem filed a Rescissory Action in order to appeal against this decision. The Company obtained an injunction to suspend the liquidation until the final decision issued in the Notice of the Rescissory Action. On December 11, 2003, the Rescissory Action filed by Braskem was judged with merit by the Court of Justice of the State of Bahia, which ruled against the court decision previously issued by the same Court and judged without merit the shareholders requests due to express breach of the disposition of special legislation. In June 2004, the shareholders presented a Special Appeal to the Higher Court of Justice, which was considered unacceptable by the President of the Court of Justice of the State of Bahia in November 2004. The shareholders appealed against this decision. According to the Companys legal advisors, the chances of a favorable outcome are high, especially because the Companys intention is based on the opinions of renowned jurists and recent decisions issued about the matter.
(ii) The divergence related to the rule established by the by-laws of the subsidiary Polialden concerning the distribution of dividends on preference shares (paragraph 3, Article 5, together with paragraph 4, Article 37), initiated by the Notice CVM/GEA-3/No. 100, addressed to the subsidiary and dated April 14, 2000, was resolved based on the decision of the CVM Collegiate on August 10, 2000 that confirming the understanding of Polialden, accepted its arguments and concluded that: "the dividends on the preference shares are at least 6%..., and are limited to 8% of this same amount, or the equivalent to 25% of the net income for the year, whichever is highest, as the Company has being doing during the last ten years. Such shares do not participate in remaining profits, since the by-laws precisely determine the limit for the participation of these shares".
Based on the said decision, as well as on opinions issued by renowned lawyers and jurists, Polialden is adopting the rule determined by its by-laws in relation to the payment of dividends on common and preference shares, limiting the amounts paid to the latter to 8% of the unit value of capital, observing the limit of 25% for the mandatory dividend, as established by the by-laws and the CVM decision.
Despite the legal opinions, the existing decisions about the subject, and the decision of the CVM mentioned above which all agreed with the understanding of the subsidiary that the preference shares do not participate in remaining profits, some preference shareholders of Poliaden initiated legal actions seeking to obtain a ruling that the preference shares do participate equally with the common shares in the distribution of dividends by Polialden.
Most decisions already made in the judgment of this matter are favorable to Polialden. However, in August 2001, contrary to the opinion expressed by the CVM Collegiate, as well as opinions of renowned jurists, the 4th. Panel of the STJ decided, in a special appeal of a shareholder, to grant the plaintiff participation in the payment of dividends on an equal basis with common shares as approved in certain past Shareholders Meetings. This decision is not the final decision and is being appealed by Polialden.
In June 2002, based on a court order, Polialden made a judicial deposit corresponding to the difference claimed by those shareholders relating to the dividends approved at the Ordinary General Meeting of 2002, in the amount of R$ 5,664, recorded in Other accounts payable " in long-term liabilities. Since then, Polialden is facing favorable outcomes, annulling the injunctions granted to the shareholders and determining the related amounts deposited, remaining deposited at this date the amount of R$ 5,698, related to dividends distributed in 2002 and 2004. It is important to mention that the basis of one of the decisions in favor of Polialden, based on which the injunctions was annulled, considers the fact that the lawsuit was not definitely judged and the decision at the Special Appeal level does not include future meeting decisions, but solely the general meeting subject to the main STJ sub-judice lawsuit.
One more action against Polialden was judged totally without merit in September 2003, declaring the differentiated treatment given to the preference shares of Polialden as legitimate, since those share were issued based on specific legislation about the application of fiscal incentives. This decision was recently confirmed by the STJ, which judged the lawsuit unfounded after an unanimous decision dated December 28, 2004.
It is also important to mention that the merit of these lawsuits was not definitely judged; accordingly Polialden management, supported by the decision of the CVM Collegiate and the opinion of its legal advisors, as well as the most recent decisions about the subject, understands that no complement of dividends for preference shares is due.
In December 2004, as published in the Material Fact, some minority shareholders waived the lawsuits filed against Polialden, exchanging their Polialden preference shares for the Companys Class A preference shares.
(c) INSS
The Company is party several administrative and legal claims covering social security issues, which, at December 31, 2004, totaled R$ 167,600. Of this amount, the Company deposited in court the amount of R$ 15,100, while R$ 18,200 is secured by a portion of inventory portion. The Company set up a provision for social security contingencies in the amount of R$ 8,500. Accordingly, the Company has credits against the INSS, which are being challenged in court, in the amount of R$ 28,600. These credits were not recorded.
In October 2000,
Polialden was assessed by the INSS due to the lack of payment confirmation of the
contributions arising from services rendered, from May 1995 to December 1998, and the
lack of the contribution payment levied on payroll, from May 1998 to January 1999,
amounting to R$ 9,504 at December 31, 2004.
The Company management, based on the opinion
of its external lawyers, who classifies as remote the possibility of unfavorable
outcomes, understands that no amount is due arising from these assessments and,
accordingly, no provisions were set up.
(d) Other litigation of the Company and its subsidiaries
The Company has civil lawsuits filed by a former caustic soda supplier, which amounts, at December 31, 2004, totaled R$ 170,199. At December 31, 2003, these lawsuits amounted to R$ 252,000. This decrease resulted from the fact that one of the lawsuits was not accepted. The former supplier is claiming reimbursement concerning the Companys non-compliance with the contractual terms. Management, based on the opinion of its external legal advisors, believes that these lawsuits will be considered invalid and, accordingly, no provisions were set up.
In 2004, SINDIQUÍMICA filed a labor lawsuit in favor of its employees, pleading the overtime payment related to several shifts of the companies comprising the Camaçari Petrochemical Complex, State of Bahia. In 2004, SINDIQUÍMICA waived the lawsuit.
The Company is defendant in several labor lawsuits, which, based on the external legal advisors, may be favorable to the Company and, therefore, no provisions were set up. For those lawsuits for which an unfavorable outcome is probable, the Company set up a provision in the amount of R$ 7,930 (consolidated R$ 10,923).
20 Financial Instruments
(a) Risk management
Since the Company operates in the international market, obtaining funds for its operations and investments, it is exposed to market risks mainly arising from changes in the foreign exchange and interest rates. The bank accounts, financial investments and other accounts receivable are subject to credit risk. The Company has developed policies and procedures for risk evaluation, report preparation and monitoring of derivative activity.
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, 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 U.S. dollars for CDI and forwards.
To hedge its exposure to exchange risks arising from loan and financing agreements, the Company adopted, at December 31, 2001, the following methodology: hedging of the principal and interest (on a consolidated basis), 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, cash flows and modernization projects. Part of long-term loans is denominated in U.S. dollars (Note 13).
(c) Exposure to interest rate risks
The Company is exposed to interest rate risks on its short-term debt. The debt in foreign currency, bearing floating interest rates, is mainly subject to LIBOR variation and the domestic debt, bearing floating 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, in 2004 no financial instrument was used to hedge the prices of this commodity, nor for the other petrochemical commodities sold by Braskem.
(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 the Company 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 credit risk, the Company protects itself by performing detailed analyses before granting credit and by obtaining real and personal guarantees, when necessary.
(f) Market value
To determine the estimated market value of the financial instruments, the Company uses public information available in the financial market and valuation methodologies generally accepted and practiced by the 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.
21 Financial Income (Expenses)
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Financial income (expenses) | ||||
Interest income | 181,555 | 75,631 | 160,780 | 67,261 |
Monetary variation in financial investments, related | ||||
parties and accounts receivable | 18,585 | 39,925 | 11,565 | 19,869 |
Loss on derivative operations | (5,381) | (20,243) | (5,586) | (38,670) |
Foreign exchange variation net income | 79,816 | 558,376 | 90,073 | 808,487 |
Financing interest | (568,478) | (434,066) | (590,141) | (586,966) |
Financing monetary variation | (431,970) | (553,641) | (380,887) | (344,678) |
Monetary and interest variation in taxes and suppliers | (121,792) | (76,902) | (137,079) | (164,046) |
Taxes on financial operations | (126,460) | (127,276) | (148,425) | (184,674) |
Interest on capital | (170,000) | (170,000) | ||
Reversal of interest on capital | 170,000 | 170,000 | ||
Other | (126,743) | (162,294) | (231,027) | (280,165) |
(1,100,868) | (700,490) | (1,230,727) | (703,582) | |
22 Other Operating Income (Expenses), Net
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Income (expenses) | ||||
Rental of installations | 20,628 | 18,217 | 20,676 | 18,217 |
Recovery of taxes and compulsory deposits | 1,402 | 18,932 | 15,303 | 22,844 |
Insurance recoveries | 1,612 | 11,603 | 1,612 | 11,603 |
Taxes on sales of merged companies (*) | (24,191) | (24,191) | ||
Sale of sundry materials | 11,444 | 14,617 | 11,296 | 16,919 |
Other operating income (expenses), net | (803) | 2,106 | (7,269) | 4,354 |
34,283 | 41,284 | 41,618 | 49,746 | |
(*) | Relates to taxes on sales of the Company to the merged companies OPP Química and Nitrocarbono between January 1 and March 31, 2003 (Note 3(b)). |
23 Non-operating Income (Expenses), Net
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Income (expenses) | ||||
Gain (loss) on participation in investments | 3,037 | (3,768) | 3,468 | (2,740) |
Sales of permanent assets | (13) | 1,146 | 541 | 413 |
Reversal (provision) for loss in investments | (2,355) | 26,909 | (2,386) | 26,909 |
Residual value of disposed fixed assets | (2,368) | (9,064) | (5,502) | (9,082) |
Provision for loss on permanent assets | (18,199) | (7,278) | (18,199) | (7,278) |
Other | (6,646) | (10,225) | (7,837) | (13,062) |
(26,544) | (2,280) | (29,915) | (4,840) | |
24 Insurance Coverage
The Company and its subsidiaries have 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 Companys activities and the advice of insurance consultants. At December 31, 2004, insurance coverage for inventories, property, plant and equipment and loss of profits of the Company and its subsidiary Polialden amounts to R$ 5,034,340 per event, the total of insured assets amounts to R$ 11,780,426.
25 Shares Traded Abroad - NYSE and LATIBEX
(a) American Depositary Receipt (ADR) Program
The Company trades on the New York Stock Exchange (NYSE) ADRs with the following characteristics:
Type of shares: Class A preference.
Each ADR represents 1,000 A shares, traded under the symbol "BAK".
Foreign Depositary Bank: the Bank of New York (BONY) - New York branch.
Brazilian Custodian Bank: Banco Itaú S.A.
(b) LATIBEX
The Company trades Class A preference shares on LATIBEX, the market for Latin American Companies quoted in Euros at the Madrid Stock Exchange. The shares are traded in batches of one thousand shares under the symbol "XBRK" and the Brazilian Custodian Bank is Itaú S.A.
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 of December 13, 2000.
(a) ODEPREV - Odebrecht Previdência
The 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, in 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.
Currently, the active participants in ODEPREV are as follows:
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Active | 1,133 | 499 | 1,133 | 1,081 |
Total participants | 1,133 | 499 | 1,133 | 1,081 |
Sponsors contributions for 2004 were R$ 2,441 (consolidated 2003 - R$ 1,091), and those of the participants were R$ 5,783 (consolidated 2003 - R$ 3,873).
(b) Fundação PETROBRAS de Seguridade Social - PETROS
The Company sponsors a defined-benefit plan for the former employees of COPENE and CQR - Companhia Química do Recôncavo. The plan is managed by the Fundação Petrobras de Seguridade Social ("PETROS"). Its main objectives are to (i) complement retirement benefits provided by the Government and (ii) implement social assistance programs with the support of the sponsoring companies. The sponsoring companies and their employees pay monthly contributions to PETROS based on the employees' remuneration.
In accordance with CVM Deliberation 371/2000, which approved NPC 26 of IBRACON - "Accounting for Benefits to Employees", the pension plan sponsored by the Company was subject to an actuarial valuation in November 2004. This actuarial valuation indicated that the present value of liabilities exceeds the fair value of the plan assets by R$ 55,333 (consolidated - R$ 64,548). This amount is recorded in long-term liabilities under "Other accounts payable".
The amounts are as follows:
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
1 Present value of actuarial obligation at the end of the year | ||||
Benefits to be granted (active employees) | 96,279 | 88,094 | 139,045 | 127,087 |
Benefits to be granted (active employees) | 236,700 | 196,941 | 282,752 | 253,597 |
332,979 | 285,035 | 421,797 | 380,684 | |
2 Fair value of plan assets at the end of the year | 277,646 | 234,575 | 357,249 | 320,314 |
3 Present value of obligations in excess of assets (1) - (2) | 55,333 | 50,460 | 64,548 | 60,370 |
4 Unrecognized net actuarial gain (loss) | 3,273 | 4,090 | (4,356) | (2,482) |
5 Cost upon the adoption of CVM 371 not yet recognized | (1,043) | (1,564) | ||
Net actuarial liability (3) + (4) + (5) | 58,606 | 54,550 | 59,149 | 56,324 |
Net expenses for the next 12 months | ||||
Service cost | 7,279 | 6,870 | 9,384 | 8,795 |
Interest cost - benefits to be granted (active employees) | 10,880 | 5,286 | 15,712 | 9,433 |
Interest cost - benefits granted (retired employees and | ||||
pensioners) | 25,610 | 11,816 | 30,586 | 17,220 |
Expected return on plan assets | (30,789) | (13,832) | (39,697) | (22,482) |
Expected contributions of participants | (3,947) | (2,687) | (5,027) | (3,768) |
Cost of amortization | 521 | |||
9,033 | 7,453 | 10,958 | 9,719 | |
Currently, the active and inactive participants in PETROS are as follows:
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Active | 748 | 778 | 1,271 | 1,337 |
Inactive | 792 | 703 | 1,186 | 1,166 |
Total participants | 1,540 | 1,481 | 2,457 | 2,503 |
Based on the actuarial report, additional information on the pension plan managed by PETROS:
Type of plan | Defined-benefit |
Method of actuarial valuation | All regulatory benefits |
Mortality table | GAM-71 |
Disability | Álvaro Vindas |
Discount rate applied to the actuarial obligations | 6% p.a. |
Rate of return expected on plan assets | 6% p.a. |
Sponsors contributions to this plan in 2004 were R$ 6,203 (consolidated R$ 7,717) and those of participants in the year were R$ 3,842 (consolidated R$ 4,873). Sponsors contributions to this plan in 2003 were R$ 5,009 (consolidated R$ 5,156) and those of participants in the year were R$ 3,194 (consolidated R$ 3,279).
(c) PREVINOR - Associação de Previdência Privada
The Company and its subsidiary Polialden have a defined-contribution plan for certain employees. The plan is managed by PREVINOR - Associação da Previdência Privada (PREVINOR).
The principal objective of PREVINOR is to complement retirement benefits provided by the Government. For this purpose, PREVINOR receives monthly contributions from the sponsors and participants, calculated actuarially based on the employees' monthly remuneration.
In conformity with CVM Deliberation 371/2000, which approved NPC 26 of IBRACON - "Accounting for Benefits to Employees", the pension plan sponsored by the Company was subject to an actuarial valuation in November 2004. This actuarial valuation indicated that the fair value of plan assets exceeds the present value of benefit liabilities by R$ 1,422. Since the rules of the defined-contribution plan do not state that this amount can be used to reduce future contributions of sponsors or be reimbursed, the Company did not record these assets.
Currently, the active and inactive participants in PREVINOR are as follows:
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Active | 240 | 249 | 361 | 351 |
Inactive | 27 | 19 | 123 | 114 |
Total participants | 267 | 268 | 484 | 465 |
Sponsors contributions for 2004 were R$ 1,220 (consolidated - R$ 1,814) and those of participants in the year were R$ 686 (consolidated - R$ 951). Sponsors contributions for 2003 were R$ 1,008 (consolidated - R$ 1,514) and those of participants in the year were R$ 563 (consolidated - R$ 815).
27 Commitments for the Supply of Raw Material
At December 31, 2004, the Company had contractual commitments to sell raw material in the form of contracted demand. Based on these contracts, with automatic renewal, and the average sales prices for the raw materials in the last quarter of 2004, these contractual commitments, for the next five years, are estimated at R$ 23,693,697, as follows:
Parent company | ||
Year | Tons | R$ |
2005 | 1,971,549 | 4,453,454 |
2006 | 1,855,451 | 4,562,445 |
2007 | 1,882,275 | 4,627,366 |
2008 | 1,833,435 | 4,516,858 |
2009 | 2,230,624 | 5,533,574 |
9,773,334 | 23,693,697 | |
*
Attachment I
Braskem S.A. and Subsidiaries
Parent company | Consolidated | |||
2004 | 2003 | 2004 | 2003 | |
Net income for the year | 692,679 | 211,011 | 690,857 | 215,135 |
Adjustments to net income (loss) reconciliation | ||||
Depreciation, amortization and depletion | 720,432 | 405,599 | 794,935 | 548,148 |
Amortization of goodwill (negative goodwill), net | 283,988 | 171,962 | 152,729 | 255,985 |
Interests in subsidiary and associated companies | (169,952) | (91,825) | (17,998) | (13,616) |
Reversal (provision) for loss on investments | (124,434) | 24,060 | 7,500 | 1,276 |
Tax incentives | (44,338) | (65,647) | ||
Exchange variation on investments | 8,767 | (134,198) | 9,645 | (22,414) |
Gain (loss) on investments and others | (2.576) | 3,768 | (16,030) | 3,768 |
Gain (loss) on disposal of permanent assets | 20,580 | 96,584 | 23,698 | 98,761 |
Interest and monetary and exchange variations | 704,201 | 266,245 | 689,925 | 122,968 |
Minority interest | 24,565 | 226,180 | ||
Deferred income tax | (136,497) | (21,450) | (138,372) | (20,453) |
Other | 4,950 | (38,485) | 18,298 | 56,479 |
2,002,138 | 893,271 | 2,195,414 | 1,406,570 | |
Effect of mergers and disposals of investments | 24,993 | 37,503 | (2,948) | |
Financial cash effects | 276,795 | 201,597 | 294,396 | 265,907 |
Cash generation before changes in operating | ||||
working capital | 2,303,926 | 1,132,371 | 2,489,810 | 1,669,529 |
Changes in operating working capital | ||||
Marketable securities | 20,900 | 34,974 | 21,158 | (76,019) |
Trade accounts receivable | (186,823) | (88,955) | (209,016) | (216,780) |
Financial instruments | (4,056) | (21,124) | (4,056) | (21,124) |
Inventories | (300,941) | (136,234) | (384,008) | (230,415) |
Taxes recoverable | 349,947 | 340,676 | 289,398 | 329,513 |
Prepaid expenses | 22,984 | 13,457 | 29,572 | 18,002 |
Received dividends | 128,416 | 55,517 | 828 | 49,113 |
Other accounts receivable | 11,465 | (86,432) | 31,679 | (64,525) |
Suppliers | 1,052,222 | (361,370) | 1,140,296 | (525,418) |
Taxes, charges and contribution | 129,375 | 49,491 | 150,890 | 235,262 |
Tax incentives | 63,748 | 28,825 | 111,866 | 121,716 |
Advances to customers | (79,266) | 5,326 | (212,311) | 156,054 |
Credit rights | (113,400) | (124,250) | (113,400) | (175,000) |
Other accounts payable | (1,772) | (76,363) | (69,149) | 33,617 |
Operational cash generation before financial effects | 3,396,725 | 765,909 | 3,273,557 | 1,303,525 |
Exclusion of financial cash effects | (276,795) | (201,597) | (294,396) | (265,907) |
Operational cash generation | 3,119,930 | 564,312 | 2,979,161 | 1,037,618 |
Resources from the sale of investments | 95 | 4,823 | 95 | 4,823 |
Increase in investment | (23,020) | (96,429) | (23,648) | (118,499) |
Increase in property, plant and equipment | (368,349) | (123,141) | (432,322) | (214,663) |
Increase to deferred assets | (509,823) | (167,082) | (549,723) | (255,267) |
Net cash used in investing activities | (901,097) | (381,829) | (1,005,598) | (583,606) |
Short-term debt | ||||
Funds raised | 1,313,986 | 3,375,916 | 2,050,353 | 4,173,491 |
Payments | (5,128,951) | (4,253,599) | (5,574,806) | (5,693,300) |
Long-term debt | ||||
Funds raised | 2,375,758 | 1,317,857 | 2,454,314 | 1,866,138 |
Payments | (900,000) | (991,563) | ||
Related parties | ||||
Funds raised | 871,313 | 4,382,222 | 40,211 | 1,157,620 |
Payments | (837,045) | (4,656,574) | (109,241) | (1,462,224) |
Payments of dividends to shareholders | ||||
and participations | (4,175) | (54,608) | ||
Capital increase | 1,210,950 | 39,655 | 1,210,950 | 39,655 |
Treasury shares | 8,232 | 7,154 | 8,232 | 7,154 |
Other | 2 | (14) | 5,886 | (9) |
Net cash provided by (used in) financing activities | (1,085,755) | 212,617 | (909,839) | 33,917 |
Increase (decrease) in cash and cash equivalents | 1,133,078 | 395,100 | 1,063,724 | 487,929 |
Represented by | ||||
Cash and cash equivalents, at the beginning of the period | 423,791 | 28,691 | 689,597 | 201,668 |
Cash and cash equivalents, at the end of the period | 1,556,869 | 423,791 | 1,753,321 | 689,597 |
Increase (decrease) in cash and cash equivalents | 1,133,078 | 395,100 | 1,063,724 | 487,929 |
This statement was prepared in accordance with Accounting Rules and Procedures (NPC) No. 20 Statement of Cash Flows, issued by the Institute of Independent Auditors of Brazil (IBRACON).
Main transactions not affecting cash
The following transactions that did not affect the cash were excluded from the statement of cash flows:
Issue of the Companys shares and use of shares held in treasury for the acquisition of minority interest of subsidiaries (Note 1(c)).
Exchange of a portion of financing and 10th issue debentures for 11th issue debentures (Note 14(a) e (c));
Exchange of a portion of financing for 12th issue debentures (Note 14(d)).
* * *
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: February 16, 2005
BRASKEM S.A. | |||
By: | /s/ Paul Elie Altit | ||
Name: | Paul Elie Altit | ||
Title: | Chief Financial Officer |