(Commission File No. 1-14862 )
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ______ No ___X___
Braskem S.A.
Quarterly Financial Information
Quarter Ended June 30, 2009
(A free translation of the original report in Portuguese as published in Brazil containing Interim Financial Information prepared in accordance with rules issued by the Brazilian Securities Exchange Commission (CVM), applicable to the preparation of the Quarterly Financial Information)
Independent Auditors Special Review Report
To
The Management
Braskem S.A.
Camaçari - BA
1. We have conducted a special review of the Quarterly Financial Information of Braskem S.A. and of the Company and its subsidiaries (consolidated information) for the quarter ended June 30, 2009, which comprises the balance sheets, the statements of income, changes in shareholders equity, cash flows, the performance report and the notes, which are the responsibility of its management. The Quarterly Financial Information of the subsidiary, iQ Soluções & Química S.A. as of June 30, 2009 were reviewed by other independent auditors, and our review, with respect to the amount of investment (R$ 99,302 thousand) and income (R$ 3,578 thousand) deriving from this subsidiary, is based exclusively on the comfort letter issued by these other auditors.
2. Our review was performed in accordance with specific rules established by IBRACON (Brazilian Institute of Independent Auditors) and the Federal Accounting Council (CFC), and consisted mainly of: (a) enquiries and discussions with management responsible for the accounting, financial and operational departments of the Company and its subsidiaries, with respect to the main criteria adopted in preparing the Quarterly Financial Information; and (b) a review of the information and subsequent events that had or could have had significant effects on the financial position and operations of the Company and its subsidiaries.
3. Based on our special review and the comfort letter issued by other independent auditors, we are not aware of any material changes that should be made to the aforementioned Quarterly Financial Information for it to be in accordance with accounting practices adopted in Brazil and consistent with the rules issued by the Brazilian Securities and Exchange Commission, specifically applicable to the preparation of the Quarterly Financial Information.
4. As per Note 9(a), the Company has retained ICMS credits from previous years, arising mainly from the differences between the rates of inflow and outflow of inputs and raw materials, domestic outflow which received incentive through the deferral of taxes, and sales destined to the foreign market in the amount of 1,141,654 thousand (R$ 1,150,297 thousand Consolidated). The realization of these tax credits depends on the successful implementation of the managements plans as described in this note to the accompanying Quarterly Financial Information. The Quarterly Financial Information as of June 30, 2009 does not include any adjustments related to the recovery of these tax credits due to this uncertainty.
2
5. As per Note 19(c), the Company, in a proceeding that also involves the merged companies OPP Química, Trikem and Polialden, due to the discussion with respect to the constitutionality of Law 7689/88, is litigating the nonpayment of the Social Contribution on Net Income (CSSL) in the cases in which a final and unappealable decision has already been reached at the Federal Supreme Court (STF), and the Union has filed a rescissory action. The Company, based on the opinion of its legal advisors, who assessed the chances of a successful outcome as possible, believes that it should be successful in its pleading for the maintenance of the nonpayment and that in the event of loss in the rescissory action the decision will only produce effects as from the fiscal year of its publication. Consequently, for preparation purposes of the Quarterly Financial Information aforementioned in paragraph 1, no provision was made for possible unfavorable decisions regarding the years considered in the notice of tax assessments, or for the years not yet inspected by the Federal Revenue Department.
6. As per Note 9 (c), OPP Química S.A., merged by the Company in 2003, based on a decision taken by the Federal Supreme Court, recognized in its accounting records, Excise Tax (IPI) credits in the amount of R$ 1,030,125 thousand (R$ 2,789,695 thousand restated up to June 30, 2009), which were offset with IPI and other federal taxes. Although this decision was the object of a regulatory appeal by the National Treasury, in which what is being questioned is not the right to the credit, but the inaccuracies with respect to the aspects related to the case of the non-taxed inputs, the monetary correction and the rate to be used for calculation purposes of the credits, despite the assessments drafted against the Company. The Company, based on the opinion of its legal advisors, considers the chances of a successful outcome as possible. Consequently, no provision was recorded in the Quarterly Financial Information for the quarter ended June 30, 2009.
7. As per Note 2, due to the modifications in the accounting practices adopted in Brazil during 2008, the statements of income and cash flows related to the quarter ended June 30, 2008, presented for comparison purposes, were restated in accordance with NPC 12 - Accounting Practices, Changes in the Accounting Estimates and Error Correction.
August 7, 2009
KPMG Auditores Independentes
CRC 2SP014428/O-6-S-BA
Anselmo Neves Macedo
Accountant CRC 1SP160482/O-6-S-BA
3
FINANCIAL STATEMENTS 1st HALF OF 2009
Balance Sheet
ASSETS (R$ in thousands of reais) | Parent company | Consolidated | ||||
Account | Description | Jun/09 | Mar/09 | Jun/09 | Mar/09 | |
1 | Total assets | 22,285,832 | 22,374,994 | 22,227,308 | 22,409,372 | |
1.01 | Current assets | 6,918,051 | 6,920,579 | 7,141,238 | 7,293,567 | |
1.01.01 | Cash and cash equivalents | 3,165,020 | 2,921,218 | 3,224,893 | 2,960,196 | |
1.01.01.01 | Cash and cash equivalents | 2,878,258 | 2,593,870 | 2,938,131 | 2,632,848 | |
1.01.01.02 | Marketable securities | 286,762 | 327,348 | 286,762 | 327,348 | |
1.01.02 | Credits | 1,266,402 | 1,273,151 | 1,236,215 | 1,372,488 | |
1.01.02.01 | Trade accounts receivable | 1,266,402 | 1,273,151 | 1,236,215 | 1,372,488 | |
1.01.03 | Inventories | 1,862,309 | 2,052,960 | 2,032,448 | 2,261,814 | |
1.01.04 | Other credits | 624,320 | 673,250 | 647,682 | 699,069 | |
1.01.04.01 | Taxes recoverable | 385,189 | 395,513 | 404,502 | 416,499 | |
1.01.04.02 | Deferred income & social contribution taxes | 55,972 | 55,972 | 59,543 | 59,917 | |
1.01.04.03 | Dividends and interest on shareholders equity | 6,283 | 6,274 | |||
1.01.04.04 | Prepaid expenses | 52,113 | 77,737 | 52,448 | 77,652 | |
1.01.04.05 | Other | 124,763 | 137,754 | 131,189 | 145,001 | |
1.02 | Noncurrent assets | 15,367,781 | 15,454,415 | 15,086,070 | 15,115,805 | |
1.02.01 | Long-term receivables | 2,414,813 | 2,406,586 | 2,429,951 | 2,413,016 | |
1.02.01.01 | Other credits | 2,255,370 | 2,255,782 | 2,286,571 | 2,292,862 | |
1.02.01.01.01 | Marketable securities | 9,308 | 8,311 | 11,216 | 10,181 | |
1.02.01.01.02 | Hedge transactions | 10,035 | 10,035 | |||
1.02.01.01.03 | Trade accounts receivable | 52,026 | 42,508 | 52,489 | 42,971 | |
1.02.01.01.04 | Inventories | 21,067 | 20,637 | 21,067 | 20,637 | |
1.02.01.01.05 | Taxes recoverable | 1,412,491 | 1,453,382 | 1,418,335 | 1,460,708 | |
1.02.01.01.06 | Deferred income & social contribution taxes | 620,816 | 618,713 | 637,109 | 636,477 | |
1.02.01.01.07 | Deposits in court and compulsory loans | 129,627 | 112,231 | 136,320 | 121,888 | |
1.02.01.02 | Related parties | 75,588 | 79,491 | 58,073 | 47,392 | |
1.02.01.02.03 | Other related parties | 75,588 | 79,491 | 58,073 | 47,392 | |
1.02.01.03 | Other | 83,855 | 71,313 | 85,307 | 72,762 | |
1.02.01.03.01 | Other accounts receivable | 83,855 | 71,313 | 85,307 | 72,762 | |
1.02.02 | Permanent assets | 12,952,968 | 13,047,829 | 12,656,119 | 12,702,789 | |
1.02.02.01 | Investments | 568,624 | 584,431 | 38,048 | 36,783 | |
1.02.02.01.01 | Investments in associated companies | 23,607 | 23,044 | 23,828 | 23,044 | |
1.02.02.01.02 | Investments in subsidiaries | 533,215 | 549,617 | |||
1.02.02.01.03 | Other investments | 11,802 | 11,770 | 14,220 | 13,739 | |
1.02.02.02 | Property, plant and equipment | 9,915,704 | 10,010,315 | 10,075,774 | 10,169,964 | |
1.02.02.03 | Intangible assets | 2,371,118 | 2,351,359 | 2,444,069 | 2,393,572 | |
1.02.02.04 | Deferred charges | 97,522 | 101,724 | 98,228 | 102,470 |
4
LIABILITIES AND SHAREHOLDERS EQUITY (in thousands of reais) |
Parent company | Consolidated | ||||
Account | Description | Jun/09 | Mar/09 | Jun/09 | Mar/09 | |
2 | Total liabilities | 22,285,832 | 22,374,994 | 22,227,308 | 22,409,372 | |
2.01 | Current liabilities | 6,531,548 | 6,641,591 | 6,550,838 | 6,975,414 | |
2.01.01 | Loans and financing | 1,525,210 | 2,002,546 | 1,531,172 | 2,008,307 | |
2.01.02 | Debentures | 319,508 | 17,371 | 319,508 | 17,371 | |
2.01.03 | Accounts payable to suppliers | 4,124,181 | 4,123,873 | 4,181,260 | 4,409,664 | |
2.01.04 | Taxes and contributions payable | 105,790 | 90,398 | 115,227 | 101,587 | |
2.01.05 | Dividends payable | 4,320 | 6,629 | 4,323 | 6,756 | |
2.01.08 | Other | 452,539 | 400,774 | 399,348 | 431,729 | |
2.01.08.01 | Salaries and social charges | 163,350 | 203,068 | 172,761 | 213,803 | |
2.01.08.02 | Deferred income & social contribution taxes | |||||
2.01.08.03 | Advances from customers | 56,080 | 87,826 | 57,006 | 89,700 | |
2.01.08.04 | Hedge transactions | 41,648 | 41,648 | |||
2.01.08.05 | Other provisions and accounts payable | 191,461 | 109,880 | 127,933 | 128,226 | |
2.02 | Noncurrent liabilities | 10,744,201 | 12,038,689 | 10,678,411 | 11,751,268 | |
2.02.01 | Long-term liabilities | 10,744,201 | 12,038,689 | 10,678,411 | 11,751,268 | |
2.02.01.01 | Loans and financing | 8,220,187 | 9,313,628 | 8,232,178 | 9,325,367 | |
2.02.01.02 | Debentures | 500,000 | 800,000 | 500,000 | 800,000 | |
2.02.01.03 | Related parties | 114,038 | 337,027 | |||
2.02.01.06 | Other | 1,909,976 | 1,588,034 | 1,946,233 | 1,625,901 | |
2.02.01.06.01 | Accounts payable to suppliers | 17,975 | 16,120 | 18,053 | 16,120 | |
2.02.01.06.02 | Hedge transactions | 36,004 | 114,189 | 36,004 | 114,189 | |
2.02.01.06.03 | Taxes and contributions payable | 1,262,478 | 1,237,613 | 1,268,904 | 1,246,994 | |
2.02.01.06.04 | Long-term incentives | 5,861 | 5,269 | 5,861 | 5,269 | |
2.02.01.06.05 | Deferred income & social contribution taxes | 385,083 | 9,341 | 387,695 | 17,170 | |
2.02.01.06.06 | Pension plan and benefits for employees | 16,307 | 16,307 | 18,279 | 18,279 | |
2.02.01.06.07 | Other accounts payable | 186,268 | 189,195 | 211,437 | 207,880 | |
2.05 | Shareholders equity | 5,010,083 | 3,694,714 | 4,998,059 | 3,682,690 | |
2.05.01 | Paid-in capital | 5,473,181 | 5,375,802 | 5,473,181 | 5,375,802 | |
2.05.02 | Capital reserves | 428,575 | 407,964 | 428,575 | 407,964 | |
2.05.04 | Revenue reserve | (11,932) | (11,932) | |||
2.05.04.01 | Treasury shares | (11,932) | (11,932) | |||
2.05.05 | Equity valuation adjustments | (57,381) | (109,002) | (57,381) | (109,002) | |
2.05.06 | Retained earnings (accumulated deficit) | (1,987,975) | (1,989,785) | (1,999,999) | (2,001,809) | |
2.05.07 | Net income for the period | 1,165,615 | 9,735 | 1,165,615 | 9,735 |
5
STATEMENT OF INCOME (in thousands of reais) | Parent company | Consolidated | ||||||||
Account | Description | 4/1/2009 to 6/30/2009 | 1/1/2009 to 6/30/2009 | 4/1//2008 to 6/30//2008 | 1/1/2008 to 6/30//2008 | 4/1//2009 to 6/30/2009 | 1/1/2009 to 6/30/2009 | 4//1/2008 to 6/30/2008 | 1/1/2008 to 6/30//2008 | |
3.01 | Revenues | 5,366,583 | 9,252,743 | 4,215,860 | 8,458,800 | 4,884,913 | 8,911,896 | 5,698,701 | 11,327,281 | |
3.01.01 | Domestic market sales | 3,192,505 | 6,232,644 | 3,376,123 | 6,631,378 | 3,682,616 | 6,880,530 | 4,689,820 | 9,396,699 | |
3.01.02 | Foreign market sales | 2,174,078 | 3,020,099 | 839,737 | 1,827,422 | 1,202,297 | 2,031,366 | 1,008,881 | 1,930,582 | |
3.02 | Taxes, freights and sales returns | (1,013,091) | (1,834,100) | (920,267) | (1,852,874) | (1,091,451) | (1,963,679) | (1,221,185) | (2,448,843) | |
3.03 | Net revenues | 4,353,492 | 7,418,643 | 3,295,593 | 6,605,926 | 3,793,462 | 6,948,217 | 4,477,516 | 8,878,438 | |
3.04 | Cost of products sold | (3,725,659) | (6,405,133) | (2,941,053) | (5,828,247) | (3,139,403) | (5,908,806) | (3,809,409) | (7,542,432) | |
3.05 | Gross profit | 627,833 | 1,013,510 | 354,540 | 777,679 | 654,059 | 1,039,411 | 668,107 | 1,336,006 | |
3.06 | Operating (expenses)/income | 909,369 | 556,578 | 93,548 | (348,836) | 880,514 | 528,587 | (87,372) | (696,982) | |
3.06.01 | Selling expenses | (126,455) | (233,648) | (93,678) | (161,572) | (139,153) | (259,689) | (127,227) | (220,334) | |
3.06.02 | General and administrative expenses | (144,283) | (147,687) | (217,988) | (429,039) | (171,016) | (186,047) | (310,008) | (593,625) | |
3.06.02.01 | General and administrative expenses | (134,548) | (231,226) | (136,082) | (268,294) | (155,784) | (263,846) | (169,588) | (334,066) | |
3.06.02.03 | Management remuneration | (1,577) | (3,594) | (1,447) | (3,577) | (2,215) | (4,250) | (2,205) | (5,071) | |
3.06.02.04 | Depreciation and amortization | (24,104) | (44,568) | (101,870) | (199,549) | (27,075) | (49,174) | (143,237) | (283,114) | |
3.06.02.05 | Other operating revenues, net | 15,946 | 131,701 | 21,411 | 42,381 | 14,058 | 131,223 | 5,022 | 28,626 | |
3.06.03 | Financial (expenses) income | 1,228,092 | 1,037,439 | 239,214 | 26,365 | 1,192,983 | 984,441 | 385,284 | 166,043 | |
3.06.03.01 | Financial income | (119,194) | (81,261) | (239,877) | (229,181) | (226,476) | (191,812) | (325,487) | (320,425) | |
3.06.03.02 | Financial expenses | 1,347,286 | 1,118,700 | 479,091 | 255,546 | 1,419,459 | 1,176,253 | 710,771 | 486,468 | |
3.06.06 | Equity from shareholdings | (47,985) | (99,526) | 166,000 | 215,410 | (2,300) | (10,118) | (35,421) | (49,066) | |
3.06.06.01 | Equity in income of subsidiaries and associated companies | (47,634) | (93,707) | 207,575 | 270,319 | (1,949) | (4,299) | (12,055) | (10,835) | |
3.06.06.02 | Amortization of goodwill and negative goodwill, net | (399) | (5,867) | (31,881) | (45,215) | (399) | (5,867) | (12,295) | (25,629) | |
3.06.06.03 | Provision for losses | (9,694) | (9,694) | (9,695) | (9,695) | |||||
3.06.06.04 | Other | 48 | 48 | 48 | 48 | (1,376) | (2,907) | |||
3.07 | Operating profit | 1,537,202 | 1,570,088 | 448,088 | 428,843 | 1,534,573 | 1,567,998 | 580,735 | 639,024 | |
3.08 | Other operating revenues (expenses), net | (172) | (921) | 23,105 | 126,418 | (140) | (974) | 9,725 | 122,392 | |
3.08.01 | Operating revenues | 1,205 | 3,613 | 3,124 | 257,328 | 1,236 | 3,643 | 2,812 | 257,184 | |
3.08.02 | Operating expenses | (1,377) | (4,534) | 19,981 | (130,910) | (1,376) | (4,617) | 6,913 | (134,792) | |
3.09 | Net income before income tax/ interests | 1,537,030 | 1,569,167 | 471,193 | 555,261 | 1,534,433 | 1,567,024 | 590,460 | 761,416 | |
3.10 | Provision for income and social contribution taxes | (2,414) | (3,669) | (26,777) | (37,936) | (3,798) | (7,191) | (75,647) | (128,529) | |
3.11 | Deferred income tax | (378,736) | (399,883) | (49,926) | (42,796) | (374,755) | (394,218) | (108,038) | (102,509) | |
3.12 | Interests | (7,698) | (50,993) | |||||||
3.15 | Net income (loss) for the period | 1,155,880 | 1,165,615 | 394,490 | 474,529 | 1,155,880 | 1,165,615 | 399,077 | 479,385 | |
Number of shares ex-treasury | 519,422 | 519,422 | 518,028 | 518,028 | 519,422 | 519,422 | 518,028 | 518,028 | ||
Net income (loss) per share | 2.22532 | 2.24406 | 0.76152 | 0,91603 | 2,22532 | 2,24406 | 0,77038 | 0,92540 |
6
STATEMENT OF CASH FLOWS INDIRECT METHOD (in thousands of reais) | ||||||||||
Account | Description | Parent company | Consolidated | |||||||
Current quarter | Current YTD | Prior quarter | Prior YTD | Current quarter | Current YTD | Prior quarter | Prior YTD | |||
4/1/09 to 6/30/09 | 1/1/09 to 6/30/09 | 4/1/08 to 6/30/08 | 1/1/08 to 6/30/08 | 4/1/09 to 6/30/09 | 1/1/09 to 6/30/09 | 4/1/08 to 6/30/08 | 1/1/08 to 6/30/08 | |||
4.01 | Net cash operating activities | 715,610 | 651,435 | 280,077 | 127,269 | 755,851 | 688,777 | 1,303,152 | 855,445 | |
4.01.01 | Cash provided by operating activities | 655,372 | 1,002,518 | 227,460 | 267,196 | 654,973 | 964,357 | 504,378 | 716,649 | |
4.01.01.01 | Net income (loss) for the period | 1.537,030 | 1,569,167 | 471,193 | 555,261 | 1,534,433 | 1,567,024 | 582,762 | 710,423 | |
4.01.01.02 | Depreciation, amortization and depletion | 215,180 | 419,215 | 210,157 | 441,862 | 220,983 | 429,219 | 318,480 | 628,083 | |
4.01.01.03 | Amortization of goodwill (negative goodwill), net | 399 | 5,867 | 31,881 | 45,215 | 399 | 5,867 | 12,295 | 25,629 | |
4.01.01.04 | Equity in income of subsidiary and associated companies | 47,634 | 93,707 | (206,713) | (270,319) | 1,949 | 4,299 | 12,055 | 10,835 | |
4.01.01.05 | Losses (gains) on interest in investments | (904) | (1,778) | 12,724 | 12,575 | (1,829) | (2,703) | 11,071 | 12,602 | |
4.01.01.06 | Provision for losses and write-offs fixed assets | 1,830 | 2,635 | 1,240 | (363,553) | 1,055 | 2,814 | 2,006 | (362,306) | |
4.01.01.07 | Interest, monetary and exchange variations, net | (1,146,343) | (990,279) | (289,534) | (148,519) | (1,102,447) | (946,034) | (432,559) | (342,782) | |
4.01.01.08 | Recognition of tax credits | (96,562) | (96,562) | |||||||
4.01.01.09 | Minority interest | 1,227 | 38,393 | |||||||
4.01.01.11 | Other | 546 | 546 | (3,488) | (5,326) | 430 | 433 | (2,959) | (4,228) | |
4.01.02 | Variation in assets and liabilities | 251,767 | 31,147 | 151,902 | 65,046 | 252,352 | 66,665 | 952,545 | 463,403 | |
4.01.02.01 | Marketable securities | (15,904) | (16,163) | (17,950) | 22,051 | (15,867) | (16,163) | 275,182 | 304,185 | |
4.01.02.02 | Trade accounts receivable | 60,584 | (283,867) | (209,052) | (166,376) | 190,108 | (182,082) | (459,361) | (326,296) | |
4.01.02.03 | Inventories | 227,502 | 900,591 | 148,708 | (71,788) | 263,412 | 950,491 | 67,165 | (367,554) | |
4.01.02.04 | Recoverable taxes | 77,866 | 107,420 | (16,719) | (95,520) | 87,784 | 111,659 | (12,341) | (140,927) | |
4.01.02.05 | Prepaid expenses | 25,956 | 13,406 | 15,118 | 28,905 | 26,034 | 14,222 | 25,975 | 39,834 | |
4.01.02.06 | Dividends received | (9) | 879 | 44,198 | 48,135 | 3,000 | 6,937 | |||
4.01.02.07 | Other accounts receivable | (10,303) | (55,804) | 275,357 | 264,328 | (21,068) | (72,911) | 292,647 | 252,361 | |
4.01.02.08 | Accounts payable to suppliers | (6,188) | (643,191) | (89,906) | (18,782) | (237,953) | (739,669) | 792,998 | 671,614 | |
4.01.02.09 | Taxes and contributions | 28,380 | 33,509 | 23,932 | 38,773 | 16,215 | 27,954 | (31,472) | 6,403 | |
4.01.02.10 | Long-term incentives | 592 | (4,592) | 13,625 | 12,942 | 592 | (4,592) | 14,132 | 13,484 | |
4.01.02.11 | Advances from customers | (31,746) | 8,363 | 35,888 | 50,808 | (32,694) | 7,991 | 24,176 | 39,247 | |
4.01.02.12 | Other accounts payable | (104,963) | (29,404) | (71,297) | (48,430) | (24,211) | (30,235) | (39,556) | (35,885) | |
4.01.03 | Other | (191,529) | (382,230) | (99,285) | (204,973) | (151,474) | (342,245) | (153,771) | (324,607) | |
4.01.03.01 | Paid interest | (182,008) | (369,663) | (96,982) | (198,298) | (141,860) | (329,515) | (131,246) | (280,560) | |
4.01.03.02 | Paid income tax and social contribution | (9,521) | (12,567) | (2,303) | (6,675) | (9,614) | (12,730) | (22,525) | (44,047) | |
4.02 | Net cash investing activities | (136,822) | (258,047) | (326,006) | (1,120,656) | (138,198) | (261,063) | (551,146) | (1,451,964) | |
4.02.01 | Proceeds from sale of noncurrent assets | 237 | 1,770 | 2,216 | 253,672 | 237 | 1,770 | 2,225 | 253,672 | |
4.02.02 | Additions to investments | (34,504) | (42,828) | (10,320) | (643,732) | (723) | (5,703) | (14,158) | (636,455) | |
4.02.03 | Additions to property, plant and equipment | (92,500) | (206,934) | (303,247) | (454,545) | (96,662) | (213,948) | (550,995) | (790,748) | |
4.02.04 | Additions to intangible assets | (17,000) | (17,000) | (12,159) | (272,016) | (47,995) | (50,127) | (8,315) | (280,245) | |
4.02.05 | Additions to deferred charges | (2,496) | (4,035) | (551) | (18,831) | |||||
4.02.06 | Effect on cash from merged companies | 6,945 | 6,945 | 6,945 | 6,945 | 20,648 | 20,643 | |||
4.03 | Net cash financing activities | (294,400) | (103,303) | 424,163 | 1,356,408 | (312,370) | (101,183) | (529,552) | 502,696 | |
4.03.01 | Short-term debt, net | (1,055,303) | (1,456,050) | (846,916) | (699,627) | (1,096,837) | (1,498,951) | (1,407,820) | (1,376,517) | |
4.03.02 | Long-term debt, net | 783,520 | 1,390,411 | 1,090,875 | 1,871,764 | 785,070 | 1,392,764 | 1,230,846 | 2,230,752 | |
4.03.03 | Related parties, net | (22,118) | (22,118) | 511,155 | 515,229 | |||||
4.03.04 | Dividends paid to shareholders and minority interest | (499) | (474) | (277,695) | (277,702) | (623) | (471) | (300,452) | (300,548) | |
4.03.05 | Capital increase | 16 | 16 | 1,674 | 1,674 | |||||
4.03.06 | Repurchase of shares | (53,272) | (53,272) | (53,272) | (53,272) | |||||
4.03.08 | Other | (15,072) | 20 | 5,475 | (528) | 607 | ||||
4.05 | Increase(decrease) in cash and cash equivalents | 284,388 | 290,085 | 378,234 | 363,021 | 305,283 | 326,531 | 222,454 | (93,823) | |
4.05.01 | Cash and cash equivalents at beginning of the period | 2,593,870 | 2,588,173 | 1,184,528 | 1,199,741 | 2,632,848 | 2,611,600 | 1,573,874 | 1,890,151 | |
4.05.02 | Cash and cash equivalents at the end of the period | 2,878,258 | 2,878,258 | 1,562,762 | 1,562,762 | 2,938,131 | 2,938,131 | 1,796,328 | 1,796,328 |
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STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY PARENT COMPANY (in thousands of reaisl) | |||||||
Account code | Account description | Capital | Capital reserves | Revaluation Profit reserves reserves | Accumulated losses | Equity valuation adjustment | |
5.01 | January 1, 2009 | 5,375,802 | 407,964 | (1,989,785) | (102,100) | 3,691,881 | |
5.04 | Net income for the period | 1,165,615 | 1,165,615 | ||||
5.07 | Equity valuation adjustment | 44,719 | 44,719 | ||||
5.08 | Capital increase/decrease | 97,379 | 97,379 | ||||
5.08.01 | Capital increase | 97,379 | 97,379 | ||||
5.10 | Treasury shares | (11,932) | (11,932) | ||||
5.12 | Other | 20,611 | 1,810 | 22,421 | |||
5.12.01 | Prescribed dividends | 1,810 | 1,810 | ||||
5.12.02 | Goodwill reserve increase | 20,611 | 20,611 | ||||
5.13 | June 30, 2009 | 5,473,181 | 428,575 | (11,932) | (822,360) | (57,381) | 5,010,083 |
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY CONSOLIDATED (in thousands of reais) | |||||||
Account code | Account description | Capital | Capital reserves | Revaluation Profit reserves reserves | Accumulated losses | Equity valuation adjustment | |
5.01 | January 1, 2009 | 5,375,802 | 407,964 | (2,001,809) | (102,100) | 3,679,857 | |
5.04 | Net income for the period | 1,165,615 | 1,165,615 | ||||
5.07 | Equity valuation adjustment | 44,719 | 44,719 | ||||
5.08 | Capital increase/decrease | 97,379 | 97,379 | ||||
5.08.01 | Capital increase | 97,379 | 97,379 | ||||
5.10 | Treasury shares | (11,932) | (11,932) | ||||
5.12 | Other | 20,611 | 1,810 | 22,421 | |||
5.12.01 | Prescribed dividends | 1.810 | 1.810 | ||||
5.12.02 | Goodwill reserve increase | 20,611 | 20,611 | ||||
5.13 | June 30, 2009 | 5,473,181 | 428,575 | (11,932) | (834,384) | (57,381) | 4,998,059 |
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ALL AMOUNTS STATED IN THOUSANDS OF REAIS
1 Operations
(a) Braskem S.A. (Braskem or Company), with 18 production units located in the States of Alagoas, Bahia, São Paulo and Rio Grande do Sul, manufactures basic petrochemicals such as ethylene, propane and benzene, in addition to gasoline and LPG (cooking gas). Within the segment of thermoplastic resins, they manufacture polyethylene, polypropylene and PVC. In addition to those, the business purpose of Braskem is to import and export chemical, petrochemical, fuel products and to manufacture and supply inputs consumed by the companies of the Petrochemical Complexes of Camaçari State of Bahia and Triunfo State of Rio Grande do Sul, such as: steam, water, compressed air, electric energy, as well as to provide several services to these companies and to hold interest in other companies, as a partner or shareholder. The principal place of business of Braskem is located in Camaçari Bahia and its holding company is Odebrecht S.A., which holds, directly and indirectly, 62.3% of the voting capital.
In December 2008, the Company announced the business withdrawal of PET in view of the studies initiated in 2007 that indicated the unfeasibility of retaking the production of that resin on a competitive basis.
In May 2009, the Company announced the suspension of the production of caprolactam, a raw material used in the manufacture of nylon 6 and the temporary closure of its plant located in the Northeast Petrochemical Complex. The decision was based on a thorough assessment of the business, taking into account difficulties experienced in the Brazilian caprolactam market at this juncture, as well as the impacts of the international crisis. The Company will monitor the developments in the caprolactam market to ascertain a potential resumption of operations of this plant.
(b) Corporate Restructuring
Since its inception on August 16, 2002, the Company has undergone a major corporate restructuring process, disclosed to the market through material event notices. The main developments in 2008 and 2009 can be summarized as follows:
b.1 - In January 2008, the Company paid R$ 247,503 as the last installment for the acquisition of Politeno shares that took place in April 2006. The share price was determined based on the average performance of that company over the 18 months subsequent to the signature of the purchase and sale agreement, as a result of the difference between polyethylene and ethylene prices in the Brazilian domestic market. Such acquisition gave rise to goodwill of R$ 162,174, justified by future profitability. Politeno was a subsidiary of the Company and was merged into it in April 2007.
b.2 - In March 2008, as all precedent conditions set forth in the agreement among Braskem, UNIPAR União de Indústrias Petroquímicas S.A. (UNIPAR) and other minority shareholders of Petroflex Indústria e Comércio S.A. (Petroflex) and Lanxess Deutschland GmbH (Lanxess) for the sale of 100% of shares in that jointly-controlled entity had been complied with, a R$ 130,548 (Note 26) gain was recorded on the transaction. The financial settlement of the transaction took place on April 1, 2008. As required by CVM Instruction 247/96, the Company determined equity in income of this investee until March 2008.
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b.3 - On May 30, 2008, the merger of shares at book value issued by Grust Holdings S.A. (Grust), then a wholly-owned subsidiary of Petroquisa, was approved. At that date, Grust directly or indirectly held the following petrochemical assets: (i) 36.47% of the voting capital of Companhia Petroquímica do Sul (Copesul); (ii) 40% of the voting capital of Ipiranga Petroquímica S.A. (IPQ); (iii) 40% of the voting capital of IQ Soluções & Química S.A. (IQ); and (iv) 40% of the voting capital of Petroquímica Paulínia S.A. (Petroquímica Paulínia). After the merger, Braskem directly and indirectly holds 99.17% of the voting capital of Copesul and 100% of the voting capital of IPQ, IQ and Petroquímica Paulínia. The latter was a jointly-controlled entity with Petroquisa. IQ Soluções & Química S.A. is the new company name of Ipiranga Química S.A..
Under the merger of shares, Petroquisa received 46,903,320 new common and 43,144,662 new class A preferred shares issued by Braskem, in accordance with the following replacement ratio determined based on the economic values of Grust and Braskem, as stated in reports of specialized firms: 0.067419126039 common and 0.062016407480 class A preferred shares issued by Braskem for each one (1) common share issued by Grust. Braskem, in turn, received 695,697,538 common shares in Grust held by Petroquisa. As a result of the merger of shares, Braskems capital was increased by R$ 720,709, equal to the book value of Grusts shareholders equity as of March 31, 2008, the transaction base date.
b.4 - The Extraordinary Shareholders Meeting of subsidiary Grust held on July 10, 2008 approved a capital increase from R$ 695,698 to R$ 797,815, without the issue of new shares, through the capitalization of current earnings determined as of June 30, 2008, in the amount of R$ 102,117.
b.5 - The Extraordinary Shareholders Meeting of subsidiary IPQ held on July 16, 2008 approved a capital increase through the contribution by Grust of its interest in Copesul, in the amount of R$ 302,630. Accordingly, IPQs capital increased from R$ 349,507 to R$ 652,137, through the issue of 11,938,022,669 common shares.
b.6 - The Extraordinary Shareholders Meeting of subsidiary Grust, held on July 28 2008, approved a capital reduction by R$797,815, to ten Reais (R$ 10,00), with the ensuing cancellation of 695,697,528 common shares. As a
result, the following assets, at book value as of June 30, 2008, were returned to Braskem:
(i) 174,429,784,996 common shares in IQ, in the amount of R$ 398,455;
(ii) 11,938,022,669 common shares in IPQ, in the amount of R$ 302,631; and
(iii)
112,000 common shares in Petroquímica Paulínia, in the amount of R$ 96,729.
Following the transfer, Braskem directly held 100% of the voting capital of IQ and Petroquímica Paulínia, 25.98% of the voting capital of IPQ, and 59.97% of the voting capital of Copesul.
b.7 - The Extraordinary Shareholders Meetings held on September 11, 2008 approved the merger of Copesul into IPQ. As a result of such merger, the capital of IPQ increased by R$ 585,267, from R$ 652,137 to R$ 1,237,404, through the issue of 23,695,195,295 preferred shares. The increase was based on Copesuls shareholders equity at net book value as of July 31, 2008 (the transaction base date), under the terms and conditions set out in the Protocol and Justification dated August 22, 2008, which established the exchange ratio in accordance with the economic values of IPQ and Copesul, whereby each one (1) Copesul share was exchanged for 524 IPQ preferred shares. Equity variations in Copesul between the base date and the merger date were fully reflected in IPQ, under the equity in the results of subsidiary and associated companies line.
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b.8 - The Extraordinary Shareholders Meetings of Braskem and IQ held on September 30, 2008 approved the partial spin-off of IQ, where the spun-off assets, relating to interests in IPQ and ISATEC - Pesquisa, Desenvolvimento e Análises Químicas Ltda. (ISATEC) were transferred to the Company.
On the same date, Extraordinary Shareholders Meetings approved the mergers, into Braskem, of IPQ and Petroquímica Paulínia were approved, under the terms and conditions set out in the merger protocol and justification, dated September 12, 2008. Additionally, the Company capital was increased by R$ 14,146, from R$ 5,361,656 to R$ 5,375,802, through the issue of 1,506,061 class A preferred shares, which were appropriated to remaining shareholders of IPQ.
b.9 The Extraordinary Shareholders Meetings of Braskem and Petroquímica Triunfo S.A. (Triunfo) held on April 30 and May 5, 2009, respectively, approved the merger of Triunfo into the Company. This represented the last stage of the agreement entered into on November 30, 2007 among Petrobras Petróleo Brasileiro S.A. (Petrobras), Petroquisa, Odebrecht S.A. (Odebrecht) and Nordeste Química S.A. (Norquisa). The merged net assets of Triunfo, at book value, amounts to R$ 117.989. Of this total, R$ 97,379 was appropriated to a capital increase of the Company (Note 21(a)), and R$ 20,611 was allocated to the capital reserve account. A total of 13,387,157 Braskem class A preferred shares were issued for each 1 (one) common or class A preferred share issued by Triunfo.
Upon completion with this last stage, Petrobras, through its subsidiary Petroquisa, holds 59,014,254 common and 72,966,174 class A preferred shares in Braskem, corresponding to 25.3% and 31.0% of the Companys total and voting capital, respectively.
(c) Administrative Council for Economic Defense CADE
In July 2008, CADE approved the transaction for the acquisition by Braskem and Petrobras of the Ipiranga Groups petrochemical assets. CADE made only one recommendation, namely the adjustment of the provision on non competition, so that the sellers compete only in the markets where they carried business activities prior to the acquisition.
In the same decision, CADE also approved the investment agreement whereby Petrobras contributed to Braskem its minority interest in Copesul, IPQ, IQ, Petroquímica Paulínia and Triunfo.
With this decision, no more restrictions subsist with respect to the management and merger of the assets acquired.
2 Presentation of the Quarterly Financial Information
The Company Quarterly Financial Information (individual and consolidated) were prepared according to the accounting practices adopted in Brazil, which comprise the Brazilian Corporation Law, pronouncements, guidelines and interpretations of the Accounting Pronouncements Committee (CPC) and the rules of the Brazilian Securities Commission (CVM).
In the preparation of the Quarterly Information for 2009 and 2008, the Company adopted the amendments to the corporate legislation introduced by Law 11638/07 (Law 11638/07), of December 28, 2007, with the respective amendments introduced by Provisional Measure 449/08, converted into Law 11941, of May 27, 2009 (Law 11941/09). Laws 11638/07 and 11941/09 amend Law 6404/76 (Brazilian Corporation Law) as regards aspects related to the preparation and disclosure of the financial statements and their main purpose was to update the Brazilian Corporation Law in order to harmonize the accounting practices adopted in Brazil with those provided in the International Financial Reporting Standards issued by the International Accounting Standards Board IASB.
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The CPC is an entity the purpose of which is the study and disclosure of accounting and audit principles, rules and standards. The adoption of the pronouncements and technical directions issued by the CPC depends upon approval by the CVM, the Brazilian Central Bank or other regulatory agencies.
In the comparison between the financial statements for the first halves of 2009 and 2008, the merger of Triunfo must be considered (Note 1(b.9)). The balance sheet and statement of income of Triunfo at June 30, 2008 can be summarized as follows:
Balance Sheet at 6/30/2008
ASSETS | LIABILITIES | |||||
Current assets | 159,353 | Current liabilities | 68,450 | |||
Cash and cash equivalents | 339 | Accounts payable to suppliers | 5,685 | |||
Marketable securities | 11,588 | Loans and financing | 23,113 | |||
Trade accounts receivable | 77,483 | Taxes and contributions payable | 13,051 | |||
Inventories | 41,514 | Dividends payable | 17,696 | |||
Tax credits | 23,565 | Other accounts payable | 8,905 | |||
Other accounts receivable | 4,749 | |||||
Prepaid expenses | 115 | Long-term liabilities | 24,839 | |||
Loans and financing | 17,715 | |||||
Noncurrent assets | 37,787 | Taxes and contributions | 7,124 | |||
Deferred IR and CS | 6,518 | |||||
Deposits in court | 3,279 | Shareholders equity | 103,851 | |||
Other | 92 | Capital | 63,253 | |||
Investments | 2,081 | Capital reserves | 7,052 | |||
Property, plant & equipment | 25,817 | Profit reserves | 14,168 | |||
Treasury shares | (1,226) | |||||
Net income for the period | 20,604 | |||||
Total | 197,140 | Total | 197,140 | |||
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Statement of Income | 1/1/2008 to | |
6/30/2008 | ||
Gross revenues | 374,822 | |
Taxes, freights and sales returns | (78,399) | |
Net revenues | 296,423 | |
Cost of products sold | (240,658) | |
Gross profit | 55,765 | |
Operating expenses/ revenues | (24,439) | |
Selling | (10,635) | |
General and administrative | (14,631) | |
Financial | 827 | |
Operating profit | 31,326 | |
Other expenses, net | (34) | |
Net income before income and social contribution taxes | 31,292 | |
Provision for income and social contribution taxes | (10,688) | |
Net income for the period | 20,604 | |
Also to enable the comparison between Quarterly Information, the Company made certain adjustments to income statement balances for the six-month period ended June 30, 2008, as shown below:
Jun/08 | ||||
Parent | ||||
company | Consolidated | |||
Net income before the effects of Law 11638/07 and Law 11941/09 | 460,555 | 465,411 | ||
CPC-08 Transaction costs and premium on the issue of securities | 11,079 | 11,079 | ||
CPC12 Adjustment to present value | 2,895 | 2,895 | ||
Adjusted net income for the period | 474,529 | 479,385 | ||
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Transition Tax Regime (RTT)
The amounts resented in the Quarterly Financial Information as of June 30, 2009 considered the adoption of the Transition Tax Regime (RTT) by the Company and its subsidiaries with head offices in Brazil, as permitted by Law 11941/09, the purpose of which is to main the tax neutrality of the amendments to the Brazilian corporate legislation, introduced by Law 11638/07 and Law i11941/09The permanent option for the RTT will be stated only on the occasion of the delivery of the Statement of Corporate Economical and Tax Information - DIPJ. The Transition tax effects, whenever applicable, generated as a result of the adhesion to the RTT, are ascertained and presented in the deferred Income tax and Social contribution (Note 19.b (i and ii).
3 Significant Accounting Practices
(a) Use of estimates
In the preparation of financial statements, it is necessary to use estimates for certain assets, liabilities and other transactions. Therefore, the Quarterly Financial Information of the Company and its subsidiaries include several estimates related to the selection of useful lives of property, plant and equipment, intangible assets and deferred charges, and market value of financial instruments and inventories, provisions for contingencies, income tax provisions and other similar amounts.
(b) Foreign currency and functional currency
The Companys Management has established that the functional currency of Braskem and all its subsidiaries is the real, according to the rules described in CPC 02, approved by CVM Deliberation 534/08.
Transactions in foreign currency, i.e., all those transactions that are not carried out in functional currency, are converted at the exchange rate of the dates of each transaction. Monetary assets and liabilities in foreign currency are converted into functional currency at the exchange rate of the closing date. Gains and losses of variations of exchange rates on monetary assets and liabilities are recognized in the statement of income. Non-monetary assets and liabilities acquired or hired in foreign currency are converted based on the exchange rates of the dates of the transactions or on the dates of the fair value evaluation whenever fair value is used.
(c) Income determination
Income and expenses are recognized on the accrual basis.
Revenue from the sale of goods is recognized in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer. Transfer of ownership occurs when the good is delivered to the client or to its shipper, depending upon the sale scheme.
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The provision for income tax and ICMS expenses are accounted for including the tax incentive and the amount corresponding to the exemption and reduction of the income tax and ICMS are credited in the income account for the year.
Considering the provisions of CVM Deliberation 273/98, of August 20, 1998, and CVM Instruction 371/02, of June 27, 2002, the deferred income tax is stated at its probable value of realization, expected to occur as described in Note 19 (b, i and ii).
As variações monetárias e cambiais sobre ativos e passivos são classificadas nas rubricas de Receitas financeiras e Despesas financeiras, respectivamente.
The Company recognizes in the income of the year the market value of the derivative contracts that contra entry the realization of cash flows and indexed liabilities in foreign currency or in international interest rates, except those accounted for as hedge transactions. (Note 23 (f.3) (i.b)).
The net profit per share is calculated based upon the number of shares existing on the year-closing date.
(d) Current and noncurrent assets
(d.1) Cash and cash equivalents
Cash and cash equivalents include cash, banking deposits and high liquidity investments.
(d.2) Financial instruments
Classification and measurement
The Company classifies its financial instruments in the following categories: (i) for trading (ii) loans and receivables, (iii) held to maturity and (iv) available for sale. The classification depends upon the purpose for which the financial instruments have been acquired. Management determines the classification of its financial instruments at the initial recognition.
(i) Financial assets held for trading
Financial assets maintained for trading are measured at fair value by the result with the purpose of being negotiated actively and frequently, including derivatives, unless they have been designated as hedge instruments (protection). The assets of this category are classified as current assets. Gains or losses resulting from variations of the fair value of financial assets maintained for negotiation are recognized at the income for the year.
(ii) Loans and receivables
Granted loans and receivables that are non-derivative financial assets with fixed or determinable payments, not quoted in an active market, are included in this category as current assets, except those with maturity date that exceeds 12 months subsequently to the date of issue of the balance sheet (these are classified as noncurrent assets). The Companys loans and receivables consist of the balances of loan agreements and of current account with related companies, accounts receivable from customers, other accounts receivable and cash and cash equivalents, except short-term investments. Loans and receivables are accounted for by the amortized cost, using the actual interest rate method.
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(iii) Assets held to maturity
Assets held to maturity are basically the financial assets that may not be classified as loans and receivables for being quoted in an active market. In that event, these financial assets are acquired with the purpose and financial capacity for its maintenance in portfolio up to maturity. They are appraised by the cost of acquisition, plus earnings received as a contra entry to the income for the year.
(iv) Financial assets available for sale
Financial assets available for sale are non-derivatives that are designated in that category or that have not been classified in any other category. They are included in the noncurrent assets, unless the management intends to dispose the investment in up to 12 months subsequently to the date of the balance sheet. The financial assets available for sale are accounted for at fair value. Interest rates of securities available for sale, calculated using the actual interest rate method, are recognized in the statement of income as financial incomes. The installment corresponding to the variation at fair value is recorded against the shareholders equity, net from taxes, in the equity valuation adjustment account, being realized against income on the occasion of its liquidation or loss considered permanent (impairment).
Fair value
The fair values of the investments with public quotation are based upon the current purchase price. As regards the financial assets with no active market or public quotation, the Company establishes the fair value by means of evaluation techniques. These techniques include: (a) the use of recent transactions carried out with third parties; (b) the reference to other instruments that are substantially similar; (c) the analysis of discounted cash flows; and (d) the standard models of price fixing of options that use information generated by the market as much as possible and count as little as possible on information generated by Companys management.
The Company evaluates, on the date of the balance sheet, whether there is objective evidence that a financial asset or a group of financial assets is registered at a value that exceeds its recoverable value (impairment). In the event of any evidence for the financial assets available for sale, the cumulative loss measured as the difference between the cost of acquisition and the current fair value, minus any loss by impairment of this financial asset previously recognized in the income is removed from equity and recognized in the statement of income.
Derivative financial instruments and hedge activities
The Company has derivative financial instruments to protect risks related to foreign currencies and of interest rates.
Derivatives are initially recognized by their fair value and the respective costs of transaction are recognized in the income when incurred. Subsequently to the initial recognition, the derivatives are measured by the fair value and changes are accounted for in the income, except in the event described below for the accounting of hedge transactions:
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Cash flow hedges
Changes in the fair value of derivative protection instruments designated as cash flow hedge are directly recognized in shareholders equity, as the hedge is considered effective. In the event that the hedge is considered non effective, the changes in the fair value are recognized in statement of income.
In the event that the hedge instrument fails to comply with the criteria for the hedge transaction accounting, expires or is sold, terminated or exercised, the hedge transaction accounting is discontinued prospectively. Accrued gain or loss previously recognized in shareholders equity must be immediately transferred to the income for the period.
The Company recognized liabilities related to the hedge transaction accounting the characteristics of which satisfy the requirements provided by CPC 14, approved by CVM Deliberation 566/08.
(d.3) Accounts receivable from customers
Accounts receivable from customers are recorded at the invoiced amount, adjusted to present value, whenever applicable and reduced by allowance for doubtful accounts. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing accounts receivable. The Company determines the allowance based on historical write-off experience.
The methodology used by the Company to record the allowance for doubtful accounts encompasses 100% of amounts more than 180 days overdue, 50% of amounts more than 90 days overdue, and 100% of the amounts under judicial collection process. The allowance also includes the amounts arising from a second renegotiation with customers, as amounts arising from the first renegotiation and payable within 24 months.
Accounts receivable from associated companies have not been taken into account in the calculation of this allowance.
(d.4) Inventories
Inventories are stated at average cost of purchases or production, lower than the replacement cost or than the realization value. Finished products include freight up to the point of sale. Imports in progress are stated at the accumulated cost of each import. Inventories of maintenance materials are classified in the current assets or in the non current assets, considering the consumptions history.
(d.5) Deferred income tax
Deferred taxes are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Its recognition occurs to the extent it is probable that sufficient future taxable profits for the next 10 years are available to offset recognized temporary differences, based upon the projections of future taxable income prepared and based on internal premises and in future economic scenarios that may, therefore, undergo changes. Periodically, the amounts accounted are reappraised in accordance with CVM Deliberation 273/98, of August 20, 1998, and CVM Instruction 371/02.
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(d.6) Shareholdings in subsidiaries, jointly-controlled entities and associated companies:
Investments in subsidiaries, jointly-controlled entities and associated companies when the Company has an interest in the voting capital of more than 20% or where it has significant influence on the related management are recorded on the equity method of accounting, as well as other companies belonging to the same group or under common control.
Investments accounted for under the equity method include any goodwill (negative goodwill) balances to be amortized. In order to be maintained in the investment account, goodwill must be associated to the appreciation of property, plant and equipment of the investee. Even when stated in the investment account, such goodwill is amortized over the same term as the assets which gave rise to it.
Other investments are stated at acquisition cost, less the provision for adjustment to market value, when applicable.
(d.7) Property, plant and equipment
Property, plant and equipment is stated at acquisition or construction cost. As from 1997, property, plant and equipment include capitalized interest on loans from third parties during the construction period, pursuant to CVM Deliberation 193/96. Capitalized interest is added to assets and depreciated / amortized as from the date that they become operational. (Note 16 (g)).
As from January 2006, in accordance with IBRACON Technical Interpretation 01/2006, the Company records all programmed maintenance shutdown expenses in property, plant and equipment, as Machinery, equipment and facilities. Such stoppages occur at scheduled periods at intervals from two to six years and the related expenses are amortized until the beginning of the next maintenance shutdown (Note 13).
Depreciation of property, plant and equipment are calculated on a straight-line basis at the rates mentioned in Note 13, which consider the estimated useful lives of the assets.
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(d.8) Intangible assets
Intangible assets comprise of the assets acquired from third parties, including those acquired through a business combination, and those generated internally by the Company. The following criteria are applied:
Acquired from third parties through a business combination: goodwill per expectation of future profitability, arising from acquisitions involving business combinations, will not be amortized as from 2009 and has its recoverable value tested on an annual basis.
Intangible assets acquired from third parties: intangible assets with defined useful life are measured by the total cost of acquisition less amortization expenses. Amortization is calculated based on the straight-line basis, at the rates mentioned in Note 14, which consider the estimated useful lives of the assets. Intangible assets with undefined useful life will not be amortized as from 2009 and have their recoverable value tested.
The Company records research expenses in the income.
(d.9) Deferred charges
The Company opted to maintain in deferred charges only those expenses incurred during the period of construction of industrial plants (pre-operating expenses). Such expenses are amortized over 10 years from the beginning of operations of the respective industrial plants.
(d.10) Impairment
Property, plant and equipment assets, intangible assets with a defined useful life and deferred charges have their recoverable values tested, at least, annually, in the event that there are indicators of value loss. Goodwill per expectation of future profitability and intangible assets with undefined useful life has the recovery of their value tested annually, regardless of indicators of value loss.
(d.11) Other assets
Other assets are presented by the value of realization, including, whenever applicable, the earnings and the monetary variations received or, in the event of expenses of the following period, at cost.
(e) Current and noncurrent liabilities
Current and noncurrent liabilities are recorded at known or calculable values plus, whenever applicable, corresponding charges, monetary and/or exchange variations incurred up to the date of the balance sheet date. Whenever applicable, the current and noncurrent liabilities are registered at present value, on a transaction by transaction basis, based upon interest rates that reflect the term, currency and risk of each transaction. The contra entry to the present value adjustments is recorded against the income accounts that resulted in the said liabilities. The difference between the present value of a transaction and the liabilities face value is appropriated to the income over the term of effectiveness of the agreement based on the amortized cost method and on the actual interest rate method.
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(e.1) Adjustment to present value
In accordance with CPC 12, the Company segregates the financial charges on purchases of naphtha made abroad for payment over 180 days. During the first halves of 2009 and 2008, the company imported R$ 1,126,539 and R$ 849,006 of naphtha, respectively, with a maturity date for payment exceeding 180 days. Average financial charges on such purchases are 5.08% p.a. and 5.07% p.a., respectively.
The naphtha imported by Braskem is a commodity priced at the ARA (Antwerp, Rotterdam and Amsterdam) quotation of the European market, plus freights and financial charges in the event of purchases on credit.
Financial charges related to these purchases are distinguished on the occasion of the registration of the tax invoices and are appropriated to the income as financial expenses over the term of the contracts. Changes in these consolidated financial charges during the first halves of 2009 and 2008 are as follows:
Jun/09 | Jun/08 | |||
Charges to be appropriated at beginning of the year | 75,999 | 32,816 | ||
Charges included in the period purchases | 52,562 | 43,549 | ||
Charges appropriated to income for the period | (64,649) | (40,657) | ||
Charges to be appropriated in subsequent periods | 63,912 | 35,708 |
The balance of the financial charges to be appropriated is classified as reduction to the suppliers account.
The other purchase and sale transactions carried out by the Company are within the maturity date of their operational flow. For those transactions, the Company understands that the bills receivable and payable are measured at the respective fair values.
(e.2) Loans
Borrowings are initially recognized at fair value, net of any expenses incurred to structure the transaction (transaction costs). Subsequently borrowings are stated including charges and interest that are proportional to the time elapsed.
Non-convertible debentures are recognized in the same way as borrowings.
(e.3) Contingent liabilities
Contingent liabilities are stated net of the related deposits in court, pursuant to CVM Deliberation 489/05.
(e.4) Provisions for losses on investments
Provisions for losses on investments in subsidiaries are accrued on the negative shareholders equity (negative equity) of those companies and classified in the noncurrent liabilities, as a contra entry to the income from interest in subsidiaries and associated companies.
20
(e.5) Pension plans
Liabilities related to pension plans with defined benefit is the present value of the benefit obligation defined on the date of the balance sheet less the market value of the plan assets, adjusted for actuarial gain or losses and costs of past services. The defined benefit obligation is annually calculated by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by the estimate of future cash outflow, using the public securities interest rates, the maturity dates of which are close to the maturity dates of the related liabilities.
Actuarial gains and losses arising from changes of actuarial assumptions and amendments to pension plans are appropriated or credited to the income for the average time of remaining service of the related employees.
As regards defined contribution plans, the company pays contributions to private administration pension plans on compulsory, contractual or voluntary bases. As soon as contributions have been made, the Company has no obligations in relation to additional payments. Regular contributions consist of net periodical costs for the period in which they are due and, thus, are included in the personnel costs.
(e.6) Other provisions
A provision is recognized when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation, based on a reliable estimate of its amount.
21
(f) Consolidated Quarterly Financial Information
The consolidated Quarterly Financial Information was prepared in accordance with the consolidation principles set forth in the Brazilian Corporation Law and supplementary provisions of CVM, and include the financial statements of the Company and its subsidiaries, jointly-controlled entities and special purpose entities in which the Company has direct or indirect share control or direct or indirect control over their activities, as shown below:
Direct and indirect interest | ||||||||||
in total capital - % | ||||||||||
Head office | Jun/09 | Mar/09 | Jun/08 | |||||||
(country) | ||||||||||
Subsidiaries | ||||||||||
Braskem Finance Limited (Braskem Finance) | Cayman Islands | 100.00 | 100.00 | 100.00 | ||||||
Braskem Incorporated (Braskem Inc) | Cayman Islands | 100.00 | 100.00 | 100.00 | ||||||
Braskem Distribuidora Ltda. and subsidiary | Brazil | 100.00 | 100.00 | 100.00 | ||||||
Braskem Participações S.A. (Braskem Participações) and subsidiary | Brazil | 100.00 | 100.00 | 100.00 | ||||||
Braskem Argentina S.R.L (Braskem Argentina) | Argentina | 100.00 | 100.00 | 100.00 | ||||||
Braskem Europe B.V. (Braskem Europa) | Holland | 100.00 | 100.00 | 100.00 | ||||||
Braskem Petroquímica S.A. (IPQ Argentina) | Argentina | 100.00 | 100.00 | 100.00 | ||||||
Braskem Petroquímica Chile Limitada (Braskem Chile) | Chile | 100.00 | 100 00 | 100.00 | ||||||
Braskem America Inc. (Braskem America) | USA | 100.00 | 100.00 | 100.00 | ||||||
Natal Trading | British Virgin Islands | 100.00 | 100.00 | 100.00 | ||||||
IPQ Petroquímica Chile Limitada (IPQ Chile) | Chile | 100.00 | 100.00 | 100.00 | ||||||
Copesul and subsidiaries | (i) | Brazil | 99.17 | |||||||
Copesul International Trading INC. (CITI) | British Virgin Islands | 100.00 | 100.00 | 99.17 | ||||||
Companhia Alagoas Industrial CINAL (CINAL) | Brazil | 100.00 | 100.00 | 100.00 | ||||||
Grust Holdings S.A. (Grust) | Brazil | 100.00 | 100.00 | 100.00 | ||||||
IQ Soluções & Química S.A. (IQ) and subsidiaries | Brazil | 100.00 | 100.00 | 100.00 | ||||||
ISATECPesquisa, Desenvolvimento. e Análises Químicas Ltda. | Brazil | 100.00 | 100.00 | |||||||
(ISATEC) | ||||||||||
CCI Comercial Importadora S.A. (CCI) | Brazil | 100.00 | 100.00 | |||||||
Politeno Empreendimentos Ltda. (Politeno Empreendimentos) | Brazil | 100.00 | 100.00 | 100.00 | ||||||
Ideom Tecnologia Ltda (Ideom). | (ii) | Brazil | 100.00 | 100.00 | ||||||
Petroquímica Paulínia S.A. (Petroquímica Paulínia) | (iii) | Brazil | 100.00 | |||||||
Jointly-controlled entities | (iv) | |||||||||
CETREL S.A. Empresa de Proteção Ambiental (CETREL) | (v) | Brazil | 53.95 | 54.09 | 54.25 | |||||
Special Purpose Entity (SPE) | (vi) | |||||||||
Fundo de Investimento Multimercado Crédito Privado Sol (FIQ Sol) | Brazil | 100.00 | 100.00 | 100.00 |
(i) Company merged into IPQ in September 2008 (Note 1(b.7));
(ii) Subsidiary as from January 2009;
(iii) Company merged into Braskem in September 2008;
(iv) Investment proportionately consolidated as per CVM Instruction 247/96;
(v) Jointly-controlled entity as a result of shareholders agreement provision;
(vi) Fund consolidated pursuant to CVM Instruction 408/04;
In the consolidated Quarterly Financial Information, investments among entities and equity in income have been eliminated, as well as the assets and liabilities balances, revenues and expenses and unrealized profits arising from transactions among the consolidated companies.
Goodwill grounded on the appreciation of property, plant and equipment was reclassified to the account of the specific underlying asset, in accordance with CVM Instruction 247/96. Negative goodwill is reclassified to line Other accounts payable in noncurrent liabilities.
As provided in paragraph one of article 23 of CVM Normative Instruction 247/96, the Company has not proportionately consolidated the financial statements of jointly-controlled subsidiaries Companhia de Desenvolvimento Rio Verde CODEVERDE and Refinaria de Petróleo Rio-Grandense S.A. (RPR). Information for these subsidiaries has not significantly changed nor does it give rise to misstatements in the Company consolidated financial statements.
22
The reconciliation of the shareholders equity and the income for the period between the parent company and consolidated is as follows:
Shareholders equity | Net income for the period | |||||||
Jun/09 | Mar/09 | Jun/09 | Jun/08 | |||||
Parent company | 5,010,083 | 3,694,714 | 1,165,615 | 474,529 | ||||
Exclusion of gain on the sale of investment among | ||||||||
related parties | (38,476) | (38,476) | ||||||
Reversal of amortization of goodwill on the sale of investments | ||||||||
among related parties | 26,452 | 26,452 | 2,062 | |||||
Exclusion of effects from profits on inventories of | ||||||||
Subsidiaries | 1,718 | |||||||
Exclusion of gains on financial transactions among | ||||||||
related parties | 1,076 | |||||||
Consolidated | 4,998,059 | 3,682,690 | 1,165,615 | 479,385 | ||||
4 Cash and Cash Equivalents
Parent company | Consolidated | |||||||
Jun/09 | Mar/09 | Jun/09 | Mar/09 | |||||
Cash and banks | 402,211 | 173,954 | 442,532 | 189,253 | ||||
Financial investments | ||||||||
Domestic | 1,682,168 | 1,768,756 | 1,701,102 | 1,789,130 | ||||
Abroad | 793,879 | 651,160 | 794,497 | 654,465 | ||||
2,878,258 | 2,593,870 | 2,938,131 | 2,632,848 | |||||
Domestic financial investments are represented by quotas in Braskems exclusive fund (FIQ Sol) which, in turn, holds quotas in local investment funds, such as fixed-income, multimarket, credit rights funds, as well as other fixed-income instruments and time deposits. The financial investments abroad mainly consist of sovereign fixed income instruments or instruments issued by first-tier financial institutions with high marketability. The financial investments have been classified as held for trading and are stated at fair value, the variations of which are taken to income.
23
5 Marketable Securities
Parent company | Consolidated | |||||||
Jun/09 | Mar/09 | Jun/09 | Mar/09 | |||||
Current assets | ||||||||
Public securities issued abroad | 286,762 | 327,348 | 286,762 | 327,348 | ||||
Total | 286,762 | 327,348 | 286,762 | 327,348 | ||||
Long-term receivables | ||||||||
Investment fund | 9,308 | 8,311 | 9,308 | 8,311 | ||||
Other | 1,908 | 1,870 | ||||||
9,308 | 8,311 | 11,216 | 10,181 | |||||
Total | 296,070 | 335,659 | 297,978 | 337,529 | ||||
24
Public securities issued abroad are represented by U.S. Treasury bonds and were classified by the Company as available for sale. The portion corresponding to the variation in fair value was recorded in the Adjustments of equity valuation account in shareholders equity, in the amount of R$ 2,321 (1st quarter R$ 6,538), net of taxes.
6 Trade Accounts Receivable
Parent company | Consolidated | |||||||
Jun/09 | Mar/09 | Jun/09 | Mar/09 | |||||
Trade accounts receivable | ||||||||
Domestic market sales | 1,419,998 | 1,259,001 | 1,452,922 | 1,309,480 | ||||
Foreign market sales | 772,016 | 720,281 | 725,103 | 787,079 | ||||
Discounted trade bills | (198,204) | (187,851) | (198,204) | (187,851) | ||||
Advances on bills of exchange delivered | (448,305) | (277,824) | (448,305) | (277,824) | ||||
Allowance for doubtful accounts | (227,077) | (197,948) | (242,812) | (215,425) | ||||
1,318,428 | 1,315,659 | 1,288,704 | 1,415,459 | |||||
Noncurrent assets | (52,026) | (42,508) | (52,489) | (42,971) | ||||
Current assets | 1,266,402 | 1,273,151 | 1,236,215 | 1,372,488 | ||||
The Company adopts an additional policy for realizing domestic trade accounts, by selling its receivables to investment funds with credit rights.
The Company carried out a trade bill discount transaction with a financial institution, undertaking to reimburse it in the event of default of the customers.
Changes in the allowance for doubtful accounts in the first halves of 2009 and 2008 are shown in the table below:
Parent company | Consolidated | |||||||
1st half/09 | 1st half/08 | 1st half/09 | 1st half/08 | |||||
At beginning of the period | 194,402 | 160,217 | 198,741 | 186,488 | ||||
Exchange variation | (920) | (43) | ||||||
Additions classified as selling expenses | 10,448 | 1,053 | 22,764 | 15,594 | ||||
Addition through merger | 22,227 | 22,227 | ||||||
At the end of the period | 227,077 | 161,270 | 242,812 | 202,039 | ||||
25
7 Inventories
Parent company | Consolidated | |||||||
Jun/09 | Mar/09 | Jun/09 | Mar/09 | |||||
Finished goods and work in process | 968,081 | 1,170,548 | 1,063,152 | 1,289,165 | ||||
Raw materials, production inputs and packaging | 507,011 | 504,359 | 513,851 | 520,027 | ||||
Maintenance materials (i) | 375,455 | 372,227 | 378,358 | 375,195 | ||||
Advances to suppliers | 17,741 | 22,273 | 66,650 | 79,606 | ||||
Imports in transit and other | 15,088 | 4,190 | 31,504 | 18,458 | ||||
Total | 1,883,376 | 2,073,597 | 2,053,515 | 2,282,451 | ||||
Noncurrent assets (i) | (21,067) | (20,637) | (21,067) | (20,637) | ||||
Current assets | 1,862,309 | 2,052,960 | 2,032,448 | 2,261,814 | ||||
(i) Based on the consumption history, part of the inventories of maintenance materials was classified in long-term receivables.
Advances to suppliers and expenditures for imports in transit primarily relate to the acquisition of petrochemical naphtha, which is the main raw material of the Company.
26
8 Related Parties (Parent Company)
a. Subsidiaries, jointly-controlled entities, associated companies and SPEs
Assets and liabilities balances | ||||||||||
Current assets | Noncurrent assets | Current liabilities | Noncurrent liabilities | |||||||
Cash & cash equiv. | Dividends/ | Suppliers/ | ||||||||
customers/ | equity | Credits with | Suppliers / | debts with | ||||||
bills receivable | interest | related parties | financing | related parties | ||||||
Subsidiaries | ||||||||||
Braskem America | 11,116 (i) | 7 (vii) | ||||||||
Braskem Argentina | 2,457 (i) | 591 (vii) | ||||||||
Braskem Distribuidora | 2,280 (i) | 2,332 | 150 (vii) | 88,494 (x) | ||||||
Braskem Europa | 63,934 (i) | |||||||||
Braskem Participações | 96 (iii) | 463 (x) | ||||||||
CCI | 9 (iii) | 114 (x) | ||||||||
CINAL | 63 (i) | 3,056 | 95 (vii) | |||||||
CITI | 48,195 (i) | 270,017 (vii) | ||||||||
Braskem Chile | 2,359 (i) | |||||||||
IPQ Argentina | 18,809 (i) | |||||||||
IPQ Chile | 321 (i) | |||||||||
IQ | 24,069 (i) | 6,274 (iv) | 15,159 (v) | 79 (vii) | ||||||
ISATEC | 1,150 | |||||||||
Natal Trading | 6,046 | 7,494 (x) | ||||||||
Politeno Empreendimentos | 17,473 (x) | |||||||||
173,699 | 6,283 | 27,743 | 270,939 | 114,038 | ||||||
Jointly-controlled entities | ||||||||||
CETREL | 14 (i) | 135 | 42 (vii) | |||||||
RPR | 619 (i) | - | 18,850 (vii) | |||||||
633 | 135 | 18,892 | ||||||||
Associated company | ||||||||||
Borealis | 5,178 (vii) | |||||||||
5,178 | ||||||||||
Related parties | ||||||||||
CNO | 8,627 (vii) | |||||||||
Petrobras | 64,028 (i) | 47,710 (vi) | 479,802 (vii) | 16,220 (ix) | ||||||
Petrobras International Finance | ||||||||||
Company (PIFCo) | 610,433 (viii) | |||||||||
S.A. | 310,536 (vii) | |||||||||
Other | 3,696 (i) | 7,621 (vii) | ||||||||
67,724 | 47,710 | 1,417,019 | 16,220 | |||||||
EPE | ||||||||||
FIQ Sol | 1,417,842 (ii) | |||||||||
1,417,842 | ||||||||||
At June 30, 2009 | 1,659,898 | 6,283 | 75,588 | 1,712,028 | 130,258 | |||||
At March 31, 2009 | 1,967,283 | 6,274 | 79,491 | 1,756,616 | 351,393 | |||||
(i) Customers;
(ii) Cash and cash equivalents;
(iii) Bills receivable;
(iv) Dividend;
(v) Interest on shareholders equity;
(vi) Relates to a current account balance bearing interest at 100% of CDI;
(vii) Relates to a loan balance bearing interest at 100% of CDI;
(viii) Suppliers (current liabilities);
(ix) Financing;
(x) Suppliers (long-term liabilities);
(xi) The balance of R$ 114,036 in Debt with related parties at June 30, 2009 includes:
Braskem Distribuidora - R$ 88,494, relating to a current account balance with subsidiary abroad Lantana, bearing interest at 100% of CDI;
Politeno Empreendimentos - R$ 17,473, relating to a current account balance bearing interest at 100%
of CDI.
27
Transactions from Jan to Jun 2009 | ||||||||
Production cost | ||||||||
Raw materials, | Financial | cost/ | ||||||
Product | services & utilities | (expenses) | general and | |||||
sales | purchases | revenues | admin.expenses | |||||
Subsidiaries | ||||||||
Braskem America | 1 | |||||||
Braskem Argentina | 835 | (644) | ||||||
Braskem Distribuidora | 34,619 | 377 | 17,525 | |||||
Braskem Europa | 95,813 | (10,901) | ||||||
Braskem Participações | 92 | |||||||
CCI | (6) | |||||||
CINAL | 752 | 5,906 | 125 | |||||
CITI | 11,979 | 135,892 | ||||||
Braskem Chile | 17,095 | (4,686) | ||||||
IPQ Argentina | 36,319 | 11,930 | (2,393) | |||||
IPQ Chile | (741) | |||||||
IQ | 95,708 | 2,266 | 891 | |||||
Natal Trading | 489 | |||||||
Politeno Empreendimentos | (892) | |||||||
293,120 | 20,479 | 134,752 | ||||||
Jointly-controlled entity | ||||||||
CETREL | 282 | 8,380 | ||||||
RPR | 194,796 | 45,216 | ||||||
195,078 | 53,596 | |||||||
Associated company | ||||||||
Borealis | 58,621 | |||||||
58,621 | ||||||||
Post-employment benefit plans | ||||||||
Plano Copesul de Previdência | 764 | |||||||
Complementar ("CopesulPrev") | ||||||||
Fundação Francisco Martins | 1,619 | |||||||
Bastos ("FFMB") | ||||||||
Odeprev | 3,344 | |||||||
Fundação PETROBRAS de Seguridade | 2,237 | |||||||
Social ("Petros") | ||||||||
7,964 | ||||||||
Related parties | ||||||||
CNO | 27,849 | |||||||
Petrobras | 213,183 | 1,951,256 | (1,375) | |||||
PIFCo | (8,405) | |||||||
REFAP S.A. | 109,655 | 562,912 | (4,366) | |||||
322,838 | 2,542,017 | (14,146) | ||||||
At June 30, 2009 | 869,657 | 2,616,092 | 120,606 | 7,964 | ||||
At June 30, 2008 | 483,470 | 4,458,152 | (38,311) | 11,681 | ||||
The transactions between the Company and related parties are carried out at normal market prices and conditions, considering (i) for purchase of propylene, international market prices; (ii) for purchases of naphtha from Petrobras and REFAP, the international market prices for naphtha and other oil derived, quality of parafinicity and contaminants of naphtha delivered; and (iii) for sales to subsidiaries abroad, a 180-term payment, higher than the term offered to other customers.
28
b. Key management personnel
Statement of income | Parent company | Consolidated | ||||||
Jun/09 | Jun/08 | Jun/09 | Jun/08 | |||||
Remuneration | ||||||||
Short-term benefits to employees and managers | 21,013 | 25,015 | 21,054 | 35,630 | ||||
Post-employment benefits | 159 | 78 | 159 | 195 | ||||
Employment contract termination benefits | 36 | 36 | ||||||
Long-term incentive (Note 20) | 1,039 | 1,369 | 1,039 | 1,369 | ||||
Total | 22,247 | 29,807 | 22,288 | 40,840 | ||||
Balance sheet Parent company / consolidated | Jun/09 | Mar/09 | ||||||
Long-term incentives (Note 20) | 5,861 | 5,269 | ||||||
Total | 5,861 | 5,269 |
The Company qualifies as key management personnel the members of its executive board, including the chief executive officer, the vice presidents, and the members of the Board of Directors. The Company carried out no transactions with the majority shareholder.
29
9 Taxes Recoverable
Parent company | Consolidated | |||||||
Jun/09 | Mar/09 | Jun/09 | Mar/09 | |||||
Excise tax (IPI)(regular transactions) | 29,798 | 28,651 | 30,620 | 29,491 | ||||
Value-added tax on sales and services (ICMS) (a) | 1,141,654 | 1,185,497 | 1,150,297 | 1,195,463 | ||||
Employees profit participation program (PIS) and | ||||||||
Social contribution on billings (Cofins) | 191,696 | 220,128 | 192,847 | 221,104 | ||||
PIS Decrees-law 2445 and 2449/88 | 55,194 | 55,194 | 55,194 | 55,194 | ||||
Income and social contribution taxes | 236,333 | 214,368 | 248,773 | 228,665 | ||||
Tax on net income (ILL) (b) | 57,299 | 57,299 | 57,299 | 57,299 | ||||
Other | 85,706 | 87,758 | 87,807 | 89,991 | ||||
Total | 1,797,680 | 1,848,895 | 1,822,837 | 1,877,207 | ||||
Current assets | (385,189) | (395,513) | (404,502) | (416,499) | ||||
Noncurrent assets | 1,412,491 | 1,453,382 | 1,418,335 | 1,460,708 | ||||
(a) ICMS
The Company has accrued ICMS tax credits during the latest fiscal years, basically on account of taxation rate differences between incoming and outgoing inputs and products; domestic outgoing products under incentive (subject to deferred taxation); and export sales.
The Management of the Company has given priority to a number of actions aimed at optimal use of such credits and, currently, no losses are expected from realization of those credits. These actions taken by the Management comprise, among others:
Executing a settlement agreement with the Rio Grande do Sul state authorities, capping the use of ICMS tax credits at R$ 8,250 monthly to offset with monthly ICMS tax debts owed by units located in said state, and upholding full deferral of ICMS tax on naphtha imports.
Executing a settlement with the Rio Grande do Sul state for further use of ICMS tax credits at R$ 10,000 in future investments.
Obtaining from the Bahia state authorities a greater reduction (from 40% to 65.88%) in the tax base of ICMS levied on imported petrochemical naphtha, as per article 347, paragraphs 9 and 10 of the Bahia State ICMS Regulations (Decree 11059 of May 19, 2008), and a reduction in the rate of ICMS tax on domestic naphtha (from 17% to 11.75%) .
Starting feedstock imports under specific customs prerogatives, thus ensuring a lower generation of ICMS credits.
Expanding the ICMS tax base on fuel sales to industrial refiner (from 40% to 100%), as provided for in article 347 of the Bahia State ICMS Regulations.
30
Replacing co-product exports with domestic transactions.
Considering the tax rule that puts a cap on short-term use of ICMS credits in capital expenditures and the Companys Management projections over the term for realization of the other credits, at June 30, 2009, the amount of R$ 881,926 (March 2009 R$ 921,825), for parent and consolidated, was recorded as noncurrent assets.
(b) ILL
Absorbed company Copesul applied to the Federal Revenue Office for refund of Tax on Net Income (ILL) paid from 1989 through 1991 by using such ILL credit in settlement of other federal taxes, as ILL was considered unconstitutional under Federal Senate Resolution 82 of November 22, 1996.
In December 2002, Copesul posted such tax credits on its accounting statements, as the outside counsel held that likelihood of a favorable outcome is probable, given the existence of the aforesaid Federal Senate Resolution. The Higher Tax Appeals Chamber has already acknowledged Copesuls entitlement to restitution of unduly paid ILL. The National Treasury lodged an extraordinary for reversal of the above decision so that the term for restitution claims does not start running as from publication of such Senate Resolution, but rather as from the triggering event. According to the opinion of the Companys legal advisors, the Braskem management believes that the Full Board of the Taxpayers Council will uphold the aforementioned decision.
(c) IPI tax credits
IPI zero rate
On December 19, 2002, the Federal Supreme Court (STF) based on its full-bench precedents on this matter entertained an extraordinary appeal lodged by the National Treasury and affirmed the erstwhile decision rendered by the Regional Federal Court (TRF), 4th Circuit, thus recognizing entitlement to the IPI tax credits from acquisition of raw materials taxed at a zero rate, when related to transactions involving the establishments of absorbed company OPP Química S.A. (OPP Química) located in the State of Rio Grande do Sul. This STF determination confirmed such entitlement to IPI credits on said acquisitions, covering the ten-year period prior to the filing date and accruing the SELIC benchmark rate until the date of actual use of such credits. This lawsuit was filed by OPP Química in July 2000 for full adoption of the non-cumulative tax principle to said establishments.
The STF determination was challenged by the National Treasury via special appeal known as agravo regimental. In this special appeal, the National Treasury is no longer challenging the companys entitlement to the IPI tax credit from acquisition of raw materials taxed at a zero rate, but rather alleging some inaccuracies in the court determination as to non-taxed inputs and raw materials, the restatement of tax credits, and the respective calculation rate. Consequently, Braskems entitlement to the IPI tax credit from acquisition of raw materials taxed at a zero rate has become final and conclusive (res judicata). Besides, according to the opinion of the Companys legal advisors, all other aspects dealt with in the National Treasurys agravo regimental have already been settled in the STF and TRF court decisions favorably to OPP Química, or even in the STF full-bench precedents. For this reason, the special appeal referred to above poses only a remote risk of changes in the OPP Química - friendly decision, although the STF itself has revisited this matter on the merits in a similar lawsuit lodged by another taxpayer.
31
In light of those aspects referring to the extent of the agravo regimental, OPP Química posted these tax credits at R$ 1,030,125 in December 2002, which was offset by the Company with IPI itself and other federal tax debts. Such credits were used up in 1Q05.
The tax credits used up by the Company (updated at the SELIC benchmark rate until June 2009) come to R$ 2,789,695. Out of these credits, the sundry collection proceedings referred to have reached R$ 2,501,004 to date, plus fines in the overall amount of R$ 800,608. The Companys outside legal advisors believe that such fines are undue by any means.
In a judgment session held on December 11, 2007, the STF First Panel granted the agravo regimental on the argument that the extraordinary appeal should be entertained by said Panel again, thus voiding the erstwhile STF ruling. Such STF determination, published on March 27, 2009, does not clearly state the subject matters to be revisited, but the opinions rendered by most justices who make up the STF First Panel could suggest that the only matters to be entertained by STF will be those raised in the agravo regimental; in this case, Braskems entitlement to use IPI tax credits would not be revisited by the STF.
Braskem file a motion for clarification of such obscurity in the STF finding, and believes (in reliance on the opinion of its legal advisors) that the STF First Panel will grant this appeal and make it clear that the new judgment on the extraordinary appeal will only revolve around the subject matters raised in the agravo regimental, thus ruling out any new determination on entitlement to IPI tax credits themselves, as discussions over such specific matter are precluded in this case).
All things considered, and in view of its belief that the new STF determination should be limited to procedural aspects only, Braskem (in reliance on the opinion of its legal advisors) still defends the final and conclusive nature of said decision allowing it to use IPI tax credits deriving from acquisition of raw materials that are either tax-exempt or else taxed at a zero rate.
During 2006 and 2007, the Federal Revenue Office issued several infraction notices (autos de infração) against the Company solely to avoid forfeiture of the tax authorities right to dispute the use of tax credits until ten years before the filing of a lawsuit by the Company, also demanding the tax payments offset by the Company with the tax credits posted as from July 2000. Further, the Federal Revenue Office rejected approximately 200 applications for offsetting of these credits with federal taxes payable by the Company.
In October 2008, the administrative appellate tribunal (Taxpayers Council) rejected the appeals lodged by the Company with regard to some of the aforementioned administrative proceedings. The outcome of such dispute revolving around these credits used up by the Company is essentially conditioned to the STF finding on the court litigation described abroad, and the matter under discussion at administrative level refers to validity of the fines imposed on the Company for having used up IPI credits ascertained after July 2000.
Filing of administrative appeals by the Company is pending publication of the respective decisions rendered by the Taxpayers Council. If the administrative fines are upheld, Braskem will take this issue to court, and the likelihood of a favorable outcome for these disputes over the imposition of fines by the tax authorities is viewed as probable by the Companys outside legal advisors.
Similar lawsuits have also been filed by the Company's branches located in the States of São Paulo, Bahia and Alagoas (Note 18(ii)).
32
10 Prepaid Expenses
Prepaid expenses refer to expenditures whose benefits or the provision of services to the Company will take place over subsequent fiscal years. They are represented substantially by insurance premiums (Note 27). They will not be realized in cash, but rather by appropriation to the results.
11 Deposits in Court and Compulsory Loan Noncurrent Assets
Parent company | Consolidated | |||||||
Jun/09 | Mar/09 | Jun/09 | Mar/09 | |||||
Deposits in court | ||||||||
Tax contingencies | 62,859 | 62,384 | 66,706 | 69,175 | ||||
Labor and other claims | 57,409 | 29,802 | 60,087 | 32,502 | ||||
Compulsory deposit | ||||||||
Compulsory loan - Eletrobras | 9,359 | 20,045 | 9,527 | 20,211 | ||||
129,627 | 112,231 | 136,320 | 121,888 | |||||
33
12 Investments
(a) Information on investments
Adjusted shareholders | ||||||||||||
Shareholding | Adjusted net income (loss) | equity (negative | ||||||||||
in total | for the period | equity) | ||||||||||
capital (%) | ||||||||||||
6/30/2009 | Jun/09 | Jun/08 | Jun/09 | Mar/09 | ||||||||
Subsidiaries | ||||||||||||
Braskem Distribuidora | 100.00 | (12,659) | (5,394) | 100,497 | 111,864 | |||||||
Braskem Participações | 100.00 | (84) | (35) | 2,377 | 2,461 | |||||||
Braskem America | 100.00 | (809) | 2,743 | 4,523 | 9,747 | |||||||
Braskem Argentina | 98.00 | (1,075) | (44) | (868) | (447) | |||||||
Braskem Europe | 100.00 | 6,335 | 614 | 77,034 | 36,957 | |||||||
Braskem Chile | 100.00 | 1,135 | (223) | 6,449 | 6,516 | |||||||
CINAL | 100.00 | (965) | 3,621 | 28,517 | 29,709 | |||||||
Copesul | (i) | 204,859 | ||||||||||
CITI | (ii) | 100.00 | (95,309) | 32,255 | 81,662 | 128,158 | ||||||
IPQ Chile | (ii) | 99.02 | 3 | (43) | 1,578 | 1,708 | ||||||
Grust | (i) | 100.00 | 77,106 | |||||||||
IPQ (i) | (i) | 176,897 | ||||||||||
CCI | 100.00 | 4 | 105 | 112 | ||||||||
Politeno Empreendimentos | (ii) | 100.00 | 682 | 558 | 17,481 | 17,166 | ||||||
IQ | 100.00 | 3,578 | 177,875 | 99,302 | 97,526 | |||||||
IQAG | 0.12 | 152 | (263) | 775 | 775 | |||||||
ISATEC | 100.00 | (1,019) | 273 | 48 | 417 | |||||||
IDEOM Tecnologia | 99.90 | (64) | 635 | 699 | ||||||||
IPQ Argentina | 96.74 | 657 | 941 | 6,674 | 4,484 | |||||||
Natal Trading | (ii) | 100.00 | (675) | (122) | 2,368 | 2,910 | ||||||
Braskem Finance | (iii) | 100.00 | (5,256) | (9,575) | 533 | 5,323 | ||||||
Braskem Inc. | (iii) | 100.00 | 33,465 | (14,497) | (42,941) | (111,968) | ||||||
Jointly-controlled entities | ||||||||||||
CETREL | 53.95 | 15,095 | 8,023 | 219,579 | 208,739 | |||||||
CODEVERDE | 35.65 | (770) | 102,182 | 101,825 | ||||||||
RPR | 33.33 | 27,965 | 4,764 | (9,619) | (27,205) | |||||||
Associated companies | ||||||||||||
Borealis | 20.00 | 2,815 | 7,636 | 118,033 | 115,713 | |||||||
Sansuy Indústria de Plástico S.A. | 20.00 | 210 | ||||||||||
Information on investments | ||||||||||||
of subsidiaries | ||||||||||||
Braskem Distribuidora | ||||||||||||
Braskem Argentina | 2.00 | (1,075) | (44) | (868) | (447) | |||||||
Braskem Importação | 100.00 | 14 | 74 | 65 | ||||||||
Braskem Participações | ||||||||||||
IDEOM Tecnologia | 0.10 | (64) | 635 | 699 | ||||||||
Braskem Inc | ||||||||||||
Lantana | (ii) | 100.00 | (661) | (11,245) | 3,347 | 3,971 | ||||||
IQ | ||||||||||||
IQAG | 99.88 | 152 | (263) | 775 | 775 | |||||||
IPQ | (i) | 176,897 | ||||||||||
ISATEC | 273 | 417 | ||||||||||
Natal Trading | ||||||||||||
IPQ Chile | (ii) | 0.98 | 3 | (43) | 1,578 | 1,708 | ||||||
IPQ Chile | ||||||||||||
IPQ Argentina | 3.26 | 657 | 941 | 6,674 | 4,484 |
NOTES:
(i) Companies merged in September 2008;
(ii) Company being wound-up;
(iii) Subsidiaries whose financial statements are consolidated in the Companys Quarterly Financial Information, in accordance with CPC-02.
34
(b) Changes in investments in subsidiaries, jointly-controlled entities and associated companies
Balance at | Purchase | Dividends & | Equity in | Amortization | Increase in | Provision | Balance at | |||||||||
12/31/2008 | of shares | and equity | earnings | of goodwill | interest | for loss | 6/30/2009 | |||||||||
Subsidiaries and | ||||||||||||||||
jointly-controlled entities | ||||||||||||||||
Local subsidiaries | ||||||||||||||||
Braskem Distribuidora | 113,156 | (12,659) | 100,497 | |||||||||||||
Braskem Participações | 2,461 | (84) | 2,377 | |||||||||||||
CETREL | 104,289 | 8,523 | (887) | 1,733 | 113,658 | |||||||||||
CINAL | 20,751 | (965) | 19,786 | |||||||||||||
IQ | 95,724 | 3,578 | 99,302 | |||||||||||||
Politeno Empreendimentos | 16,799 | 682 | 17,481 | |||||||||||||
ISATEC | 1,067 | (1,019) | 48 | |||||||||||||
CCI | 110 | (9) | 4 | 105 | ||||||||||||
Ideom Tecnologia | 699 | (64) | 635 | |||||||||||||
RPR (ii) | 4,980 | (4,980) | ||||||||||||||
CODEVERDE | 501 | 45 | (546) | |||||||||||||
354,357 | 6,180 | (9) | (2,004) | (5,867) | 1,778 | (546) | 353,889 | |||||||||
Foreign subsidiaries (i) | ||||||||||||||||
Braskem America | 8,070 | (3,547) | 4,523 | |||||||||||||
Braskem Argentina | 250 | (1,101) | (851) | |||||||||||||
Braskem Europa | 36,098 | 36,647 | 4,289 | 77,034 | ||||||||||||
Braskem Chile | 5,314 | 1,135 | 6,449 | |||||||||||||
IPQ Argentina | 6,393 | 281 | 6,674 | |||||||||||||
IPQ Chile | 1,575 | 3 | 1,578 | |||||||||||||
CITI | 176,860 | (95,309) | 81,551 | |||||||||||||
Natal Trading | 3,043 | (675) | 2,368 | |||||||||||||
237,603 | 36,647 | (94,924) | 179,326 | |||||||||||||
Associated company | ||||||||||||||||
Borealis | 23,044 | 563 | 23,607 | |||||||||||||
23,044 | 563 | 23,607 | ||||||||||||||
(i) At December 31, 2008, these subsidiaries were included in the parent company's statements.
(ii) On March 18, 2009, the Company paid in shares in this jointly-controlled entity which, at that time, posted excess of liabilities over assets. For this eason, the capitalized amount was recorded as goodwill with no economic justification and,
as such, as was fully taken to income.
Investments incuded in the parent company, in compliance with CPC 02
Braskem | Braskem | |||
Inc | Finance | |||
Opening balance | (120,776) | 5,789 | ||
Equity in the earnings | 33,465 | (5,256) | ||
Equity valuation adjustments | 44,370 | |||
Closing balance | (42,941) | 533 | ||
13 Property, Plant and Equipment
Parent company
Annual | ||||||||||
average | ||||||||||
Jun/09 | Mar/09 | depreciation/ | ||||||||
Accumulated | depletion | |||||||||
depreciation/ | rates | |||||||||
Cost | depletion | Net | Net | (%) | ||||||
Land | 74,772 | 74,772 | 74,772 | |||||||
Buildings and improvements | 1,334,323 | (510,756) | 823,567 | 830,648 | 2.7 | |||||
Machinery, equipment and facilities | 12,260,878 | (4,505,360) | 7,755,518 | 7,506,781 | 5.9 | |||||
Mines and wells | 22,180 | (6,776) | 15,404 | 15,838 | 10.6 | |||||
Furniture and fixtures | 85,275 | (47,374) | 37,901 | 38,525 | 10.0 | |||||
IT equipment | 100,167 | (76,075) | 24,092 | 24,284 | 20.0 | |||||
Maintenance stoppages in progress | 51,871 | 51,871 | 39,283 | |||||||
Projects in progress | 849,791 | 849,791 | 1,042,265 | |||||||
Capitalized interest | 120,478 | 120,478 | 265,881 | |||||||
Laboratory/security equipment | 97,572 | (18,222) | 79,350 | 77,985 | ||||||
Catalysts and additives | 100,860 | (56,837) | 44,023 | 48,284 | ||||||
Other | 46,872 | (7,935) | 38,937 | 45,769 | 16.0 | |||||
15,145,039 | (5,229,335) | 9,915,704 | 10,010,315 | |||||||
35
Consolidated
Annual | ||||||||||
average | ||||||||||
Jun/09 | Mar/09 | depreciation/ | ||||||||
Accumulated | depletion | |||||||||
depreciation/ | rates | |||||||||
Cost | depletion | Net | Net | (%) | ||||||
Land | 81,934 | 81,934 | 81,936 | |||||||
Buildings and improvements | 1,419,313 | (537,891) | 881,422 | 889,168 | 2.7 | |||||
Machinery, equipment and facilities | 12,381,334 | (4,584,004) | 7,797,330 | 7,550,252 | 5.9 | |||||
Mines and wells | 23,357 | (7,661) | 15,696 | 16,064 | 10.6 | |||||
Furniture and fixtures | 92,610 | (52,031) | 40,579 | 41,300 | 10.0 | |||||
IT equipment | 111,604 | (84,551) | 27,053 | 27,465 | 20.0 | |||||
Maintenance stoppages in progress | 51,871 | 51,871 | 39,283 | |||||||
Projects in progress | 864,299 | 864,299 | 1,053,806 | |||||||
Capitalized interest | 120,477 | 120,477 | 265,881 | |||||||
Laboratory/security equipment | 97,572 | (18,222) | 79,350 | 77,985 | ||||||
Catalysts and additives | 100,858 | (56,837) | 44,021 | 48,283 | ||||||
Other | 108,680 | (36,938) | 71,742 | 78,541 | 16.0 | |||||
15,453,909 | (5,378,135) | 10,075,774 | 10,169,964 | |||||||
On-going projects mainly represent projects for expanding the capacity of the industrial units, operational improvements to increase the working life of machines and equipment, excellence projects in the maintenance and production areas, in addition to programs in the areas of health, technology and environment.
In the Braskem structure, the activities involving the production and sales of PET and Caprolactam comprised a Business Unit. In December 2008, Braskem advised the market about the definitive stoppage of the PET production unit. Equipment was identified that could be put to use by other business units of the Company. The remaining machines, equipment and installations are to be disassembled and sold as scrap. Also in December 2008, in compliance with the provisions of CPC 01 and 13, the Company evaluated the recoverable value of the Caprolactam plant. This evaluation led to the recognition of an expense representing the difference between the current value of the cash flows obtained from production and sale of that product and the net book value of the respective industrial unit. In order to prepare this cash flow, the following was taken into account: (i) the discount rate of 11.14% p.a.; (ii) cash flow in perpetuity, bearing in mind that Caprolactam, like all other chemical and petrochemical products, shows constant and well-defined cycles of high and low selling prices and of the main input. Furthermore, in May 2009, the Company communicated to the market the temporary suspension of the production of caprolactam. At that time, the plant was reviewed for impairment and management came to the conclusion that there was no need to change the amount of the provision recorded in December 2008.
14 Intangible Assets
Parent company
Jun/09 | Mar/09 | Amortization | ||||||||
Accumulated | rates | |||||||||
Cost | amortization | Net | Net | (%) | ||||||
Goodwill grounded on future profitability (i) | 3,217,732 | (1,129,835) | 2,087,897 | 2,070,897 | (i) | |||||
Trademarks and patents | 127,086 | (48,629) | 78,457 | 85,437 | 10.0 | |||||
Software and rights of use | 305,707 | (100,943) | 204,764 | 195,025 | 13.7 | |||||
3,650,525 | (1,279,407) | 2,371,118 | 2,351,359 | |||||||
36
Consolidated
Jun/09 | Mar/09 | Amortization | ||||||||
Accumulated | rates | |||||||||
Cost | amortization | Net | Net | (%) | ||||||
Goodwill grounded on future profitability (i) | 3,211,501 | (1,130,794) | 2,080,707 | 2,063,707 | (i) | |||||
Trademarks and patents | 205,246 | (48,634) | 156,612 | 87,442 | 10.0 | |||||
Software and rights of use | 311,075 | (104,325) | 206,750 | 242,423 | 13.7 | |||||
3,727,822 | (1,283,753) | 2,444,069 | 2,393,572 | |||||||
(i) Goodwill grounded on future profitability was amortized up to December 31, 2008, taking into account the maximum period of 10 years. As from 2009, this type of goodwill will no longer be systematically amortized, being subject to the annual
impairment test, pursuant to the provisions of CPC 13 and 01.
The Company considered as an integral part of the acquisition cost of Triunfo (Note 1(b.9)) those expenses directly related with the process, in the approximate amount of R$ 17,000. This amount was classified as goodwill grounded on future
profitability.
37
15 Deferred Charges
Parent company
Jun/09 | Mar/09 | Annual | ||||||||
Average | ||||||||||
amortization | ||||||||||
Accumulated | rate | |||||||||
Cost | amortization | Net | Net | (%) | ||||||
Pre-operating expenses | 137,746 | (40,224) | 97,522 | 101,724 | 10.0 | |||||
137,746 | (40,224) | 97,522 | 101,724 | |||||||
Consolidated | ||||||||||
Jun/09 | Mar/09 | Annual | ||||||||
Average | ||||||||||
amortization | ||||||||||
Accumulated | rate | |||||||||
Cost | amortization | Net | Net | (%) | ||||||
Pre-operating expenses | 164,520 | (66,292) | 98,228 | 102,470 | 10.0 | |||||
164,520 | (69,292) | 98,228 | 102,470 | |||||||
38
16 Financing
Consolidated | ||||||||
Annual financial charges | Jun/09 | Mar/09 | ||||||
Foreign currency | ||||||||
Eurobonds | Note 16(a) | 2,524,548 | 3,009,460 | |||||
Advances on exchange contracts | Jun-09 | US$ exchange variation + average interest of 6.37% | 133,886 | |||||
Mar-09 | US$ exchange variation + average interest of 5.44% | 361,647 | ||||||
Export prepayments | Note 16(b) | 3,022,341 | 3,567,782 | |||||
Medium Term Notes | US$ exchange variation + interest of 11.75% | 513,061 | 593,481 | |||||
Raw material financing | US$ exchange variation + interest of 4.08% | 18,349 | 21,548 | |||||
BNDES | Jun-09 | Post-fixed restatement (UMBNDES) + average interest of 7.61% | 21,912 | |||||
Mar-09 | Post-fixed restatement (UMBNDES) + average interest of 8.78% | 29,572 | ||||||
Jun-09 | US$ exchange variation + average interest of 6.27% | 179,897 | ||||||
Mar-09 | US$ exchange variation + average interest of 7.43% | 198,273 | ||||||
Working capital | US$ exchange variagion + average interest of 7.66% | 755,725 | 898,389 | |||||
Project financing (NEXI) | YEN exchange variation + interest of 0.95% above TIBOR | 131,732 | 165,996 | |||||
Transaction costs, net | Note 16(i) | (34,981) | (43,163) | |||||
Local currency | ||||||||
Working capital | Jun-09 | Post-fixed restatement (92 to 129.02% of CDI) | 740,063 | |||||
Jun-09 | Fixed interest of 9.93% + TR | 75,641 | ||||||
Mar-09 | Post-fixed restatement (92 to 123,47% of CDI) | 899,553 | ||||||
FINAME | Jun-09 | Average interest of 4.64% + TJLP | 659 | |||||
Mar-09 | Fixed interest of 4.57% + TJLP | 1,426 | ||||||
BNDES | Jun-09 | Average fixed interest of 2.83% + TJLP | 1,366,295 | |||||
Mar-09 | Average fixed interest of 2.85% + TJLP | 1,342,856 | ||||||
BNB | Jun-09 | Fixed interest of 8.54% | 237,231 | |||||
Mar-09 | Fixed interest of 8.58% | 246,337 | ||||||
Finep | Jun-09 | Post-fixed restatement (TJLP) | 88,077 | |||||
Mar-09 | Post-fixed restatement (TJLP) | 52,859 | ||||||
Transaction costs, net | Note 16(i) | (11,086) | (12,342) | |||||
9,763,350 | 11,333,674 | |||||||
Current liabilities | (1,531,172) | (2,008,307) | ||||||
Noncurrent liabilities | 8,232,178 | 9,325,367 | ||||||
Parent company information | Jun/09 | Mar/09 | ||||||
Total financing in local and foreign currency | 9,745,397 | 11,316,174 | ||||||
Current liabilities | (1,525,210) | (2,002,546) | ||||||
Noncurrent liabilities | 8,220,187 | 9,313,628 | ||||||
39
(a) Eurobonds
In June 2008, subsidiary Braskem Finance concluded fundraising of US$ 500 million in Eurobonds, with a 7.25% p.a. coupon, maturing in 2018, priced at 99.127% of face value, with a return to the investor of 7.375% p.a. This amount was used to amortize an installment of the bridge loan taken out for the acquisition of the petrochemical assets of the Ipiranga Group. The effective rate on this transaction, including transaction costs, is 7.39% p.a..
Composition of transactions:
Parent company and | ||||||||||
consolidated | ||||||||||
Issue | ||||||||||
Issue | amount | Interest | ||||||||
date | US$ 000 | Maturity | (% p.a.) | Jun/09 | Mar/09 | |||||
Jul/1997 | 250,000 | Jun/2015 | 9.38 | 295,002 | 358,102 | |||||
Jun/2005 | 150,000 | No maturity date | 9.75 | 293,918 | 348,677 | |||||
Apr/2006 | 200,000 | No maturity date | 9.00 | 397,234 | 471,242 | |||||
Sept/2006 | 275,000 | Jan/2017 | 8.00 | 557,681 | 647,029 | |||||
Jun/2008 | 500,000 | Jun/2018 | 7.25 | 980,713 | 1,184,410 | |||||
2,524,548 | 3,009,460 | |||||||||
(b)Export prepayments | ||
In October 2008, subsidiary Braskem Inc. completed a 5-year export prepayment transaction in the amount of US$ 725 million, bearing interest at Libor + 1.75% p.a., with a 3-year grace period. The transaction was intended for the partial repayment of the bridge loan taken out for the acquisition of the petrochemical assets of the Ipiranga Group and delisting of merged company Copesul. Subsequently, management carried out a swap transaction that locked the Libor quotation for the period of the transaction at 3.85% p.a. Consequently, the export prepayment transaction cost will be changed from Libor + 1.75% p.a. to 5.6% p.a The effective rate of this transaction, including the transaction cost, is 2.12% p.a |
40
Composition of transactions: | ||||||||||
Initial | ||||||||||
transaction | Consolidated | |||||||||
Settlement | ||||||||||
amount | ||||||||||
Date | US$ 000 | term | Charges (% p.a) | Jun/2009 | Mar/2009 | |||||
Jun/05 | 10,000 | Jun/09 | US$ exchange var. + 3-month Libor + 1.88 | 5,799 | ||||||
Jul/05 | 10,000 | Jun/10 | US$ exchange var.+ 6-month Libor + 2.05 | 7,806 | 14,081 | |||||
May/06 | 10,000 | May/09 | US$ exchange var. + 6-month Libor + 0.70 | 23,436 | ||||||
May/06 | 20,000 | Jan/10 | US$ exchange var. + annual Libor + 0.30 | 39,924 | 46,824 | |||||
Jul/06 | 95,000 | Jun/13 | US$ exchange var. + 6-month Libor + 1.50 | 94,042 | 110,701 | |||||
Jul/06 | 75,000 | Jul/14 | US$ exchange var. + 6-month Libor + 0.78 | 147,877 | 174,372 | |||||
Mar/07 | 35,000 | Mar/14 | US$ exchange var. + 6-month Libor + 1.60 | 68,902 | 81,044 | |||||
Apr/07 | 150,000 | Apr/14 | US$ exchange var. + 6-month Libor + 0.77 | 294,458 | 355,468 | |||||
Oct/07 | 312,525 | Oct/09 | US$ exchange var. + 4-month Libor + 0.55 | 610,433 | 725,578 | |||||
Nov/07 | 150,000 | Nov/13 | US$ exchange var. + 6-month Libor + 1.40 | 293,459 | 351,959 | |||||
Oct/08 | 725,000 | Oct/13 | US$ exchange var. + 5.60 (Note 23 (i.b)) | 1,426,039 | 1,678,520 | |||||
May/09 | 20,000 | Jan/11 | US$ exchange var. + 6-month Libor + 4.00 | 39,401 | ||||||
Total | 3,022,341 | 3,567,782 | ||||||||
(c) Project financing
In March and September 2005, the Company obtained loans in Japanese currency from Nippon Export and Investment Insurance ("NEXI"), in the amount of YEN 5,256,500 thousand - R$ 136,496, and YEN 6,628,200 thousand - R$ 141,529, respectively. The principal is being paid in 11 installments as from March 2007, with final maturity in June 2012.
As described in (Note 23(f.3)), the Company entered into swap contracts for the total amount of this debt, in such a manner that the annual financial liability of the tranche drawn down in March of 2005 is 101.59% of the CDI, while the tranches drawn down in September 2005 will pay 104.29% and 103.98% of the CDI. The swap contracts were signed with leading foreign banks and their maturities, currencies, rates and amounts are perfectly matched to the financing contracts. The effect of this swap contract is recorded in financial results (Note 24).
(d) Working capital financing (local currency)
In March 2009, Braskem completed a transaction to raise R$ 600 million from Caixa Econômica Federal. The financing term is 4 years, with a 1-year grace period for repayment of principal. The total cost of the debt is 117.5% of CDI, with interest paid on a quarterly basis up to the end of the grade period, and on a monthly basis thereafter. The financing may be prepaid at any time, with no additional cost for Braskem. The effective rate of this transaction, including the transaction cost, is 122.26% p.a..
41
(e) Repayment schedule
Long-term loans mature as follows:
Consolidated | ||||
Jun/09 | Mar/09 | |||
2010 | 357,073 | 544,111 | ||
2011 | 1,106,627 | 1,058,357 | ||
2012 | 1,318,585 | 1,448,729 | ||
2013 | 1,284,144 | 1,443,725 | ||
2014 and thereafter | 4,165,749 | 4,830,445 | ||
8,232,178 | 9,325,367 | |||
(f) Guarantees
The Company has provided securities as stated below:
Parent company
Guaranteed | Financing | |||||||
Maturity | total | amount | Guarantees | |||||
BNB | Jun/16 | 231,614 | 231,614 | Mortgage (plants) / Pledge of machinery and equipment / Bank surety | ||||
BNDES | Apr/15 | 1,556,201 | 1,556,201 | Mortgage (plants, land and property, machinery | ||||
and equipment) | ||||||||
NEXI | Jun/12 | 131,732 | 131,732 | Insurance policy | ||||
Working capital financing | Mar/13 | 1,571,429 | 1,571,429 | Pledge of receivables | ||||
FINEP | Mar/12 | 88,076 | 88,076 | Bank surety | ||||
Prepayment | Oct/14 | 985,869 | 3,022,341 | Promissory notes / Real estate guarantee, machinery and equipment/ financial investments | ||||
Other institutions | Feb/20 | 18,577 | 152,463 | Promissory notes and financed equipment | ||||
Total | 4,583,498 | 6,753,856 | ||||||
(g) Capitalized interest
The Company adopts the accounting practice of capitalizing interest on financing during the period of asset construction. The Company policy is to apply the average weighted financial surcharge rate on the debt, including exchange and monetary variation to the balance of projects in progress.
42
The average rate used in the period was -9.21% p.a. (Jun/08: -4.43% p.a.), including exchange and monetary variation. Amounts capitalized in the periods are shown below:
Expenses (income) | ||||||||
Parent company | Consolidated | |||||||
Jun/09 | Jun/08 | Jun/09 | Jun/08 | |||||
Gross financial charges | (1,036,810) | (207,424) | (1,113,514) | (382,718) | ||||
(-) Financial charges capitalized in the period | 75,223 | 25,950 | 75,223 | 34,331 | ||||
Net financial charges | (961,587) | (181,474) | (1,038,291) | (348,387) | ||||
(h) Loan covenants
Certain loan agreements entered into by the Company establish limits for certain ratios involving the ability to incur debts and pay interest.
The first ratio imposes limits on the Companys indebtedness on account of its ability to generate EBITDA. This is calculated by dividing the Companys consolidated net debt by its consolidated EBITDA for the last twelve months. This ratio is calculated in reais or dollars, depending on contract terms. If calculated in dollars, the closing PTAX is used for assessing the net debt and the average dollar for the last four quarters for calculating the EBITDA.
The second ratio to be found in the Companys contracts is the division of the consolidated EBITDA by net interest, which represents the difference between interest paid and received. This ratio is verified on a quarterly basis and is only calculated in US dollars.
43
Below is a summary of the outstanding transactions and their limiting factors:
Transaction | Indicator/Limit | Currency |
Debentures 13th and 14th | Net debt/EBITDA(*) < 4.5 | R$ |
Net debt/EBITDA(**) < 4.5 | ||
Nexi financing | US$ | |
EBITDA (**)/Net interest > 1.5 | ||
Medium ]Term Notes | Net debt/EBITDA (*) < 4.5 | R$ |
Net debt/EBITDA (**) < 4.5 | ||
Export prepayments | US$ | |
EBITDA (**)/Net interest > 2.0 | ||
(*) EBITDA - operating result before financial results and equity interests, plus depreciation and amortization.
(**) EBITDA - operating result before financial results and equity interests, plus depreciation and amortization, dividends and equity interest received from non-consolidated companies.
The penalty for non-compliance with these is the possibility of accelerated debt maturity, except for the Debenture and Medium-term Notes transactions.
All commitments assumed are fulfilled.
44
(i) Transaction costs (Consolidated)
Costs incurred to structure certain financing transactions were considered as part of the transaction costs, pursuant to CPC 08. Changes in such costs are as follows:
6/30/2009 | 3/31/2009 | |||||||||||||||
Export | Working | Export | Working | |||||||||||||
prepayments | Eurobonds | capital | Total | prepayments | Eurobonds | capital | Total | |||||||||
Opening balance | 27,959 | 15,205 | 12,341 | 55,505 | 30,043 | 15,763 | 45,806 | |||||||||
Incurred costs | 12,759 | 12,759 | ||||||||||||||
Amortization | (1,664) | (364) | (1,255) | (3,283) | (1,839) | (411) | (418) | (2,668) | ||||||||
Exchange | ||||||||||||||||
variation | (3,785) | (2,370) | (6,155) | (245) | (147) | (392) | ||||||||||
Balance to appropriate | 22,510 | 12,471 | 11,086 | 46,067 | 27,959 | 15,205 | 12,341 | 55,505 | ||||||||
The amount to be appropriated to future results is composed as follows:
6/30/2009 | 3/31/2009 | |||||||||||||||
Export | Working | Export | Working | |||||||||||||
prepayments | Eurobonds | capital | Total | prepayments | Eurobonds | capital | Total | |||||||||
2009 | 3,191 | 693 | 2,510 | 6,394 | 5,552 | 1,233 | 3,765 | 10,550 | ||||||||
2010 | 6,369 | 1,386 | 4,497 | 12,252 | 7,387 | 1,644 | 4,497 | 13,528 | ||||||||
2011 | 6,157 | 1,386 | 2,859 | 10,402 | 7,140 | 1,644 | 2,859 | 11,643 | ||||||||
2012 | 4,671 | 1,386 | 1,185 | 7,242 | 5,417 | 1,644 | 1,185 | 8,246 | ||||||||
2013 | 2,122 | 1,386 | 35 | 3,543 | 2,463 | 1,644 | 35 | 4,142 | ||||||||
2014 & thereafter | 6,234 | 6,234 | 7,396 | 7,396 | ||||||||||||
22,510 | 12,471 | 11,086 | 46,067 | 27,959 | 15,205 | 12,341 | 55,505 | |||||||||
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17 Debentures (Public Issue, Non-convertible into Shares)
Parent company/ consolidated | ||||||||||||
Issue | Unit value | Maturity | Remuneration | Remuneration payment | Jun/09 | Mar/09 | ||||||
13th | R$ 10 | Jun/2010 | 104.1% of CDI | Biannually as from Dec/05 | 302,354 | 312,615 | ||||||
14th | R$ 10 | Sep/2011 | 103.5% of CDI | Biannually as from Mar/07 | 517,154 | 504,756 | ||||||
819,508 | 817,371 | |||||||||||
Changes in debentures are as follows:
Parent company/ | ||||
consolidated | ||||
Jun/09 | Mar/09 | |||
At beginning of the period | 826,276 | 826,276 | ||
Financial charges | 44,439 | 24,462 | ||
Amortization | (51,207) | (33,367) | ||
At the end of the period | 819,508 | 817,371 | ||
Current liabilities | (319,508) | (17,371) | ||
Noncurrent liabilities | 500,000 | 800,000 | ||
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18 Taxes and Contributions Payable Noncurrent Liabilities
Parent company | Consolidated | |||||||||
Jun/09 | Mar/09 | Jun/09 | Mar/09 | |||||||
IPI credits offset | ||||||||||
IPI credit on exports | (i) | 750,318 | 741,641 | 750,318 | 741,641 | |||||
IPI zero rate | (ii) | 339,381 | 335,285 | 339,381 | 335,285 | |||||
IPI consumption materials, property, plant and equipment | 45,942 | 45,468 | 45,942 | 45,468 | ||||||
Other taxes and contributions payable | ||||||||||
PIS /COFINS - Law 9718/98 | (iii) | 51,286 | 50,981 | 57,878 | 58,352 | |||||
Education contribution, SAT and INSS | 40,085 | 40,085 | 41,238 | 41,229 | ||||||
PAES-Law 10684 | (iv) | 38,029 | 27,255 | 38,784 | 27,216 | |||||
Other | 58,632 | 61,008 | 59,547 | 61,917 | ||||||
(-) Liabilities with deposits in court | (61,195) | (64,110) | (64,183) | (64,114) | ||||||
1,262,478 | 1,237,613 | 1,268,905 | 1,246,994 | |||||||
The Company is disputing in court some changes in tax laws, and the updated sums have been provisioned for. No contingent assets are posted in this regard.
(i) IPI Tax credit on exports (crédito-prêmio)
The Company by itself and through absorbed companies challenges the term of effectiveness of the IPI tax credit (crédito-prêmio) introduced by Decree-law 491 of 1969 as an incentive to manufactured product exports. Lower courts have granted most lawsuits to that end, but such favorable decisions may still be appealed.
In hearing the appeal lodged by another taxpayer seeking court recognition of its entitlement to use such tax benefit until present, the Superior Court of Justice (STJ) upheld its rejection to such prospective use and affirmed that the aforementioned tax benefit expired in 1990. As constitutional issues are at dispute, the STF is to make a final determination over this matter and its general implications. Also, the STF will eventually revisit the right to use those tax credits after 1990, based on application of Temporary Constitutional Provisions Act (ADCT) 41.
According to its legal advisors, the Company stands reasonably possible chances of success in these suits.
(ii) IPI Zero rate
Absorbed companies OPP Química, Trikem and Polialden have filed lawsuits claiming IPI tax credits from the acquisition of raw materials and inputs that are exempt, non-taxed or taxed at a zero rate. Lower courts have granted most lawsuits to that end.
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In a decision rendered in February 2007 on a case unrelated to the Company, the STF found against the right to offset zero-rate IPI credits by a tight majority (6 to 5). In June 2007, the STF Full Bench ruled, by majority opinion, that prospective-only effects could not be given to an STF decision that later reversed an erstwhile taxpayer-friendly determination made by the STF Full Bench itself. This ruling had a negative bearing on judgment of the cases involving absorbed companies OPP Química and Trikem in Bahia, leading to payments in the amount of R$ 127,317 (August 2007). By the same token, a portion of the amount underlying the lawsuit involving absorbed company Polialden (R$ 99,641) was settled in October 2007. The outstanding value relating to Polialden will be challenged in court.
The Company still enjoys a favorable court decision on the lawsuit lodged by its merged company Trikem in Alagoas, allowing the Company to use these tax credits. The Company will have to pay out the offset sums when the court decision on this case is reversed. It should be stressed that all of these amounts have been provisioned for, which will avoid an adverse impact on the Companys results.
(iii) PIS/COFINS - Law 9718 of 1998
The sums posted by the Company as long-term liabilities primarily refer to the lawsuits filed by the Company and by the absorbed companies to challenge the constitutionality of the COFINS tax rate escalation from 2% to 3% as per Law 9718 of 1998. Despite the STF Full Bench finding in November 2005 favorably to the lawfulness of said escalation, the STF itself is revisiting this matter in terms of the general implications from such unconstitutionality. The Company filed another lawsuit in late 2008, with a new approach in light of new arguments deriving from the current state of affairs.
(iv) Special Installment Program - PAES - Law 10684 of 2003
Absorbed companies IPQ and Trikem, as well as subsidiary CINAL, qualified for more favorable payment conditions by adhering to the PAES program instituted by Federal Law 10684 of 2003.
IPQ adhered to this installment payment scheme, after cancellation of supporting certificates (DCC) originated from acquisition and offsetting of third-party credits. For its part, Trikem opted for such scheme after filing for voluntary termination of the lawsuit challenging the COFINS tax rate escalation from 2% to 3% (instituted by Law 9718 of 1998).
Even though the Company had met all legal requirements and payments were being made as and when due, the National Treasury Attorneys Office (PFN) disqualified Trikem for PAES on two different occasions, and the Company obtained a court relief reinstating it to PAES in these two events. In reliance on the opinion of its legal advisors, Management believes that the Companys eligibility for these installment payments will be upheld as originally requested.
The consolidated outstanding debt is R$ 46,637 as of June 30, 2009, being R$ 7,853 in current liabilities and R$ 38,784 in noncurrent liabilities (March 2009 R$ 34,798, being R$ 7,543 in current liabilities and R$ 27,255 in noncurrent liabilities).
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19 Income and Social Contribution Taxes
(a) Current income tax
Parent company | ||||
Jun/09 | Jun/08 | |||
Income before income tax and social contribution and minority interest | 1,569,167 | 555,261 | ||
Benefit (expense) of income and social contribution at the rate of 34% | (533,517) | (188,789) | ||
Income tax on equity in income of subsidiaries | (16,256) | 63,620 | ||
Tax effects of non submission to Social Contribution on Net Income (Note 19(c)) | 141,225 | 49,975 | ||
Effects of Law 11638/07 RTT Transition Tax Regime | 63,297 | |||
Other permanent differences | (2,108) | (976) | ||
Amortization of goodwill | (1,467) | 12,438 | ||
Taxes challenged in court | (302) | (65) | ||
Tax losses | 17,387 | |||
Provisions and other temporary differences | 350,995 | 6,446 | ||
Other | (5,536) | 2,028 | ||
Income and social contribution tax expenses | (3,669) | (37,936) | ||
As tax losses were incurred in 2009, there were no income tax exemption/abatement benefits in the period. In 2008, income tax expense did not include the exemption/abatement.
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(b) Deferred income tax
Composition
In accordance with the provisions of CVM Deliberation 273/98, which approved the Institute of Independent Auditors of Brazil (IBRACON) standards on the accounting of income tax, supplemented by CVM Instruction 371/02, the Company has the following accounting balances of deferred income tax:
Composition of calculated deferred income tax: | Parent company | Consolidated | ||||||
Jun/09 | Mar/09 | Jun/09 | Mar/09 | |||||
Tax loss carryforward | 3,782,246 | 3,740,555 | 3,787,332 | 3,749,914 | ||||
Amortized goodwill on investment in merged companies | 578,624 | 623,623 | 578,624 | 623,623 | ||||
Temporarily non-deductible expenses | 464,771 | 376,468 | 541,379 | 444,368 | ||||
Adjustments to Law 11638/07 and Law 11941/09 | 69,931 | 80,636 | 69,931 | 80,636 | ||||
Potential calculation basis of deferred income tax | 4,895,572 | 4,821,282 | 4,977,266 | 4,898,541 | ||||
Potential deferred income tax (25%) | 1,223,893 | 1,205,321 | 1,244,317 | 1,224,635 | ||||
Unrecorded portion of deferred income tax: | ||||||||
Tax losses | (547,105) | (530,636) | (547,665) | (530,635) | ||||
Deferred income tax assets | 676,788 | 674,685 | 696,652 | 694,000 | ||||
Current assets | (55,972) | (55,972) | (59,543) | (59,917) | ||||
Noncurrent assets | 620,816 | 618,713 | 637,109 | 634,083 | ||||
Changes: | ||||||||
At beginning of the period | 696,385 | 696,385 | 703,967 | 703,967 | ||||
Merged balance of subsidiaries | 6,535 | |||||||
Adjustment to Law 11638/07 and Law 11941/09 | (405) | (405) | 9,453 | 9,453 | ||||
Amortization of reorganization and structured transaction expenses | (5,352) | (2,676) | (5,352) | (2,676) | ||||
Deferred income tax realized on amortized goodwill of merged | ||||||||
companies | (22,633) | (11,250) | (22,633) | (11,250) | ||||
Deferred income tax on temporary provisions | 2,258 | (7,369) | 11,217 | (5,494) | ||||
At the end of the period | 676,788 | 674,685 | 696,652 | 694,000 | ||||
Deferred income tax liabilities: | ||||||||
At the beginning of the period | (9,975) | (9,975) | (21,393) | (21,393) | ||||
Adjustments to Law 11638/07 and Law 11941/09 | (950) | 487 | 5,948 | 6,148 | ||||
Recording of deferred income tax on exchange variations | (374,452) | (372,544) | ||||||
Realization (recording) of deferred income tax | 294 | 147 | 294 | 147 | ||||
At the end of the period | (385,083) | (9,341) | (387,695) | (15,098) | ||||
Deferred income tax in statement of income | (399,883) | (21,147) | (389,018) | (19,272) | ||||
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(c) Social Contribution on Net Income (CSL)
In view of the discussions over the constitutionality of Law 7689 of 1988, the Company and its merged companies OPP Química, Trikem and Polialden filed civil lawsuits against payment of CSL. The resulting court decision favorable to these companies became final and conclusive. However, the Federal Government filed a suit on the judgment (ação rescisória) challenging the decisions on the lawsuits filed by the Company, Trikem and Polialden, on the argument that after the final decision favorable to those companies the Full Bench of STF declared the constitutionality of this tax except for 1988. As the Federal Government did not file a suit on the judgment in the case of OPP Química, the first final and conclusive decision remained in force.
The suit on the judgment is pending the STJ and STF review of a number of appeals concerning this specific matter. Even though the suit on the judgment and tax payments are still on hold, the Federal Revenue Office has issued tax infraction notices against the Company and its merged companies, and administrative defenses have been filed against such notices.
Based on the opinion of its legal advisors (which stated the likelihood of a favorable outcome as reasonably possible), Management believes that the following is likely to occur: (i) the courts will eventually release the Company from paying this tax; and (ii) even if the suit on the judgment is held invalid, the effects of said judgment will only impact the fiscal year when the decision is published.
If retrospective collection is required by court order (contrary to the opinion of its legal advisors), the Company believes that the possibility of being imposed a fine is remote. Accordingly, the amount payable, restated for inflation and accruing Brazils SELIC benchmark rate, would be approximately R$ 860,000, net of fine.
(d) Tax incentives
(i) Income tax
Until 2011, the Company is entitled to reduce by 75% the income tax on the profit arising from the sale of basic petrochemical products and utilities produced at the Camaçari plant. The three polyethylene plants at Camaçari have the same right until base years 2011, 2012 and 2016. The PVC plant at Camaçari also has this right up to base year 2013. The PVC plants in Alagoas and the PET plant at Camaçari were exempt from corporate income tax on the results of their industrial operations until 2008. As from 2009, the PVC plant will be entitled to a 75% until 2012. As described in Note 1, the Company has permanently closed down the PET unit.
The manufacture of caustic soda, chloride, ethylene dichloride and Caprolactam enjoy the benefit of the 75% decrease in the income tax rate up to 2012.
(ii) Value-added Tax on Sales and Services - ICMS
The Company has ICMS incentives granted by the State of Alagoas through the State of Alagoas Integrated Development Program PRODESIN. This incentive is designed to foster the installation and expansion of industrial facilities in that State, and is stated in income for the year, under Other operating income.
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20 Long-term Incentive
In September 2005, the Shareholders Meeting approved a benefits plan called Long-term Incentives, not based on Companys shares, by means of which employees designated annually by Management may acquire securities issued by the Company and entitled Investment unit. The purpose among others is to strengthen the convergence of interests in creating long-term value among Braskems employees and shareholders, foster the sense of ownership and encourage employees view of, and commitment to, long-term results.
The investment unit does not confer on the holder the condition of shareholder of Braskem, or any right or privilege inherent to that condition, especially the right to vote and other political rights.
Every year, the Board of Directors approves the eligible participants, the quantity of investment units to be issued, the Companys counterparty percentage to the acquisition made by employees and the quantity of units offered per participant. Acceptance by the participant implies cash payment of the amount attributed to him, in addition to entering into a unit purchase agreement, with Braskem being responsible for issuing the respective Investment Units Certificate.
The investment unit is typically issued in the 1st half of each year, at its value is updated annually according to the average quotation of the Companys Class A preferred shares at the end of the dealing period on the BOVESPA in the months of October and March. In addition to the variation in its nominal value, the Investment unit earns the equivalent of the dividend and/or equity interest distributed by Braskem.
There are three types of Investment units:
the unit acquired by the participant, known as Alfa;
the unit received by the participant by way of the Braskem counterparty, known as Beta; and the unit received by the participant by way of income, known as Gama.
The Investment unit (and its corresponding certificate) are issued on a very personal basis and may only be sold to Braskem by means of redemption on the following conditions:
from year 5 following the 1st acquisition, the acquiring party may redeem up to 20% of the accrued balance of their investment units; and from year 6, redemption is limited to 10 % of the accrued balance.
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The activity and value of the Investment Units at June 30, 2009 are as follows: | ||||
ALFA | BETA | |||
Number at beginning of the period | 708,918 | 700,772 | ||
Units redeemed during the period | (36,165) | (35,504) | ||
Number at the end of the period | 672,753 | 665,268 | ||
Unit value R$ | 4,369 | 1,492 | ||
21 Shareholders Equity (a) Capital
At June 30, 2009, subscribed and paid-in capital is R$ 5,473,181, comprising 520,928,154 shares with no par value of which 190,462,446 are common, 329,871,890 are class A preferred, and 593,818 are class B preferred shares.
At the Extraordinary Shareholders Meeting held on May 30, 2008, a capital increase was approved on account of the merger of Grust shares (Note 1(b.3)), by issuing 46,903,320 common shares and 43,144,662 Class A preferred shares, with the capital going from R$ 4,640,947 to R$ 5,361,656.
On September 30, 2008, as a result of the merger of IPQ (Note 1 (b.8)), the Companys capital was increased by R$ 14,146 to R$ 5,375,802, through the issue of 1,506,061 Class A preferred shares.
In May 2009, by virtue of the merger of Triunfo (Note 1 (b.9)), the Companys capital was increased by R$ 97,379, from R$ 5,375,802 to R$ 5,473,181, through the issue of 13,387,154 class A preferred shares.
The Company is authorized to increase its capital, irrespective of a change in its by-laws, up to the limit of 684,972,510 shares, being 228,324,170 common, 456,054,522 class A preferred, and 593,818 class B preferred shares. In any event, the number of preferred shares with no voting rights or with limited voting rights shall not exceed the limit of 2/3 of the Companys total capital.
(b) Rights attaching to shares
Preferred shares carry no voting rights, but qualify for a non-cumulative priority dividend at 6% per annum on their unit value, if profits are available for distribution. Only Class A preferred shares are on a par with common shares for entitlement to remaining profits; dividends are earmarked to common shares only after the priority dividend has been paid to preferred shares. Further, only
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Class A preferred shares rank equally with common shares in the distribution of shares resulting from capitalization of other reserves. Only Class A preferred shares are convertible into common shares, by resolution of the majority voting stock at general meetings. Class B preferred shares may be converted into Class A preferred shares at a ratio of two Class B preferred shares to each Class A preferred share, upon written notice to the Company at any time (after expiration of the non-convertibility period prescribed in special legislation that authorized the issuance and payment of such shares by using tax incentive funds).
If the Company is wound up, Class A and B preferred shares are accorded priority treatment in repayment of capital.
Shareholders are entitled to a minimum compulsory dividend at 25% of the net profits at year end, adjusted as per the Brazilian Corporation Law.
According to the Memorandums of Understanding for Execution of Shareholders Agreement, the Company is required to distribute dividends not lower than 50% of the year end net profits, to the extent that the reserves necessary for its effective operation in the ordinary course of business are maintained at a sufficient level.
As agreed at the time of issuance of Medium-Term Notes (Note 16), the payment of dividends or interest on equity is capped at two fold the minimum dividends set out in the Companys by laws.
(c) Treasury shares
At June 30, 2009, treasury shares comprised 1,506,060 class A preference shares in the amount of R$ 11,932, arising from the interest held in Braskem by merged company Triunfo. The total value of these shares, computed base don the average quotation at the exchange session of June 30, 2009, is R$ 10,798.
(d) Tax incentives reserve
Prior to the adoption of Laws 11638/07 and 11941/09, tax incentives on income tax (Note 19 (d)) were classified as capital reserves without transiting through the income account. Beginning January 1st, 2007, this tax incentive was posted to the income for the year account, being intended for the profit reserves account following a management proposal ratified by the shareholders meeting. Regardless of the change determined by Law 11638/07 and MP 449/08, this incentive may only be used for increasing the capital or absorbing losses.
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(e) Appropriation of net income
According to the Companys by laws, net income for the year, adjusted on the terms of Law 6404/76, is appropriated as follows: (i) 5% for constituting the legal reserve, not to exceed 20% of the capital; (ii) 25% for payment of mandatory dividends, not accumulative, with due regard for the legal and statutory advantages of the preferred shares. When the amount of the priority dividend paid to the preferred shares equals or exceeds 25% of the net result for the year, calculated as per article 202 of the Brazilian Corporation Law, this characterizes full payment of the mandatory dividend. Where there are leftovers of the mandatory dividend following payment of the priority dividend, this will be applied: (i) in payment to the common shares of a dividend up to the limit of the priority dividend of the preferred shares; (ii) if a balance still remains, in the distribution of an additional dividend to the common and the Class A preferred shares on equal conditions, in such a manner that each common or preferred share of that class receives the same dividend. On account of the loss suffered in this fiscal year, the Company is not distributing any amount by way of dividends or equity interest.
(f) Equity valuation adjustment
This line was introduced by Law 11638/07 to recognize shareholders equity amounts which have not, but will be recorded in income for the year in the future. The account includes the following amounts:
Jun/09 | Mar/09 | |||
Variation in the market value of financial instruments: | ||||
Financial assets classified as available for sale, net of income tax (Note 5) | ||||
2,321 | 6,538 | |||
Hedge transactions (Note 23 (f.3)(iii)) | (59,702) | (115,540) | ||
Total | (57,381) | (109,002) | ||
22 Contingencies
(a) Collective Bargaining Agreement Section 4
The Petrochemical, Plastics, Chemicals and Related Industry Workers Union in the State of Bahia (SINDIQU¥MICA) and the Employers Association of the Petrochemical and Synthetic Resins Industries in the State of Bahia (SINPEQ) are disputing in court the validity of a wage and salary indexation clause contained in the collective bargaining agreement (convenção coletiva de trabalho), given the matter of public policy involved, namely, the adoption of an economic stabilization plan in 1990 that put a limit on wage adjustments. The Company ran plants in the region in 1990, and is a member of SINPEQ.
The employees labor union seeks retrospective adjustment of wages and salaries. In December 2002, the STF affirmed an erstwhile decision from the Superior Labor Court (TST), determining that economic policy legislation should prevail over collective bargaining agreements and, as such, no adjustment was due. In 2003, SINDIQU¥MICA appealed this decision by means of a motion for clarification, which was rejected by unanimous opinion on May 31, 2005.
55
On October 24, 2005, SINDIQU¥MICA filed a plea known as embargos de divergência. This plea was forwarded to the General Prosecutor Office of the Republic, which rendered an opinion fully favorable to SINPEQ in November 2006. Judgment on this appeal started on June 28, 2007, but was adjourned as one of the judges asked for further access to the case records.
In reliance on the opinion of its legal advisors, Management believes that SINPEQ is likely to prevail in this suit and, as such, no amount was provisioned for.
(b) Offsetting of tax credits
From May through October 2000, absorbed companies OPP Química and Trikem offset their own federal tax debts with IPI tax credits (créditos-prêmio) assigned by an export trading company (Assignor). These offsetting procedures were recognized by the São Paulo tax officials (DERAT/SP) through offset supporting certificates (DCC) issued in response to an injunctive relief entered in a motion for writ of mandamus (MS SP). Assignor also filed a motion for writ of mandamus against the Rio de Janeiro tax officials (DERAT/RJ) (MS RJ) for recovery of IPI tax credits and their use for offsetting with third-party tax debts, among others. The MS SP was dismissed without prejudice, confirming the Rio de Janeiro administrative and jurisdictional authority to rule on Assignors tax credits.
In June 2005, DERAT/SP issued ordinances (portarias) canceling the DCC. Based on said ordinances, the Federal Revenue Office unit in Camaçari/BA sent collection letters to the Company. Notices of dispute were presented by the Company, but the administrative authorities declined to process them. As a result, past-due federal tax liabilities (dívida ativa) at R$ 276,620 were posted in December 2005 concerning the Companys tax debts originating from purportedly undue offsetting procedures.
Both Assignor and the Company commenced a number of judicial and administrative proceedings to defend the lawfulness and validity of those offsetting procedures, and the legal counsels to both companies labeled the likelihood of success in those cases as probable, mostly in light of the indisputable certainty and validity of those credits as confirmed in a specific audit conducted by DERAT/RJ.
On October 3, 2005, the Federal Supreme Court (STF) held the MS RJ favorably to Assignor in a final and conclusive manner, confirming Assignors definite right to use the IPI tax credits from all its exports and their availability for offsetting with third-party debts. As a result, the legal advisors to Assignor and to the Company believe that the offsetting procedures carried out by the absorbed companies and duly recognized by DERAT/SP are confirmed, and for this reason they also hold that the tax liabilities being imputed to the Company are not due. Despite the final and conclusive decision in MS RJ, the legal advisors to Assignor and to the Company, in addition to a jurist when inquired of his opinion on this specific issue, feel that the tax liabilities purportedly related to offsetting procedures carried out by the absorbed companies have become time-barred and, as such, can no longer be claimed by the tax authorities.
In January 2006, the Company was ordered to post bond in aid of execution of the tax claim referred to above; this bond was tendered in the form of an insurance policy.
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The Companys legal advisors have labeled the likelihood of success in all claims listed above as probable; nevertheless, if the Company is eventually defeated in all those cases, it will be entitled to full recourse against Assignor concerning all amounts paid to the National Treasury, as per the assignment agreement executed in 2000.
(c) National Social Security Institute - INSS
The Company is party to several social security disputes in the administrative and judicial spheres, totaling approximately R$ 262,561 (updated by the SELIC rate) as of June 30, 2009.
In reliance on the legal advisors opinion that the Company stands good chances of success in these cases, Management believes that no sum is payable in connection with these notices and, as such, no amount was provisioned for.
(d) Other court disputes involving the Company and its subsidiaries
The Company figures as defendant in civil lawsuits filed by the controlling person of a former caustic soda distributor and by a carrier that rendered services to the latter, totaling R$ 28,452 as of June 30, 2009. Said plaintiffs seek redress of damages caused by the Companys alleged non-fulfillment of the distributor agreement. In reliance on the opinion of legal advisors sponsoring the Company in these lawsuits, Management believes that the cases are likely to be rejected, and for this reason the respective sums have not been provisioned for.
In the second quarter of 2005, the Chemical and Petrochemical Industry Workers Unions in Triunfo (RS) and Camaçari (BA) filed several lawsuits for recovery of unpaid overtime. The Company has presented its answers accordingly, and in reliance on the legal advisors opinion the Companys Management does not expect to be defeated.
As of June 30, 2009, the Company and its subsidiaries figured as defendant in 1,375 suits for damages and labor claims (already including those mentioned above), totaling approximately R$ 373,131 (March 2009 R$ 296,273). According to the opinion of legal advisors, most of these suits are likely to be found for the Company. For the cases entailing a probable defeat, the Company and its subsidiaries have provisioned for R$ 16,705.
In 1999, the Federal Revenue Office (SRF) served notice on subsidiary Copesul charging a supposedly delinquent IRPJ and CSL tax for the 1994 base period, relating to monetary adjustment of balance sheet items and equity accounting results due to the accounting of dividends distributed by a subsidiary abroad. The updated dispute comes to R$ 21,539. An appeal lodged by the National Treasury at the Higher Tax Appeals Chamber (CSRF) is pending judgment. According to the legal advisors of Copesul, the likelihood of a favorable outcome for this case is reasonably possible.
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23 Financial Instruments
Non-derivative financial instruments
At Jun 30, 2009 and March 31, 2009, the Company and its subsidiaries held the following non-derivative financial instruments, according to the definition given by CPC 14.
Book value (assets and liabilities) | Fair value | |||||||||
Identification | Jun/09 | Mar/09 | Position | Jun/09 | Mar/09 | |||||
Cash and cash equivalents (Note 4) | ||||||||||
- Financial investments in Brazil | 1,701,102 | 1,789,130 | 1,701,102 | 1,789,130 | ||||||
Exclusive investment fund | 1,417,842 | 1,744,964 | Asset | 1,417,842 | 1,744,964 | |||||
Fixed-income securities | 283,260 | 44,166 | Asset | 283,260 | 44,166 | |||||
- Financial investments abroad | 794,497 | 654,465 | 794,497 | 654,465 | ||||||
Investment funds in foreign currency | 76,386 | 106,697 | Asset | 76,386 | 106,697 | |||||
Time Deposits | 718,111 | 547,768 | Asset | 718,111 | 547,768 | |||||
Marketable securities (Note 5) | 286,762 | 327,348 | 286,762 | 327,348 | ||||||
U.S. Treasury bonds | 286,762 | 327,348 | Asset | 286,762 | 327,348 | |||||
Financing in foreign currency (Note 16) | 7,301,451 | 8,846,149 | 7,376,624 | 8,289,796 | ||||||
Advances on exchange contracts | 133,886 | 361,648 | Liability | 133,886 | 361,648 | |||||
Working capital | 755,725 | 898,389 | Liability | 755,725 | 898,389 | |||||
BNDES (foreign currency) | 201,809 | 227,845 | Liability | 201,809 | 227,845 | |||||
Eurobonds | 2,524,548 | 3,009,460 | Liability | 2,507,605 | 2,416,450 | |||||
Raw material financing | 18,349 | 21,548 | Liability | 18,349 | 21,548 | |||||
Medium Term Notes | 513,061 | 593,481 | Liability | 605,177 | 630,138 | |||||
Export prepayments | 3,022,341 | 3,567,782 | Liability | 3,022,341 | 3,567,782 | |||||
Project financing (NEXI) | 131,732 | 165,996 | Liability | 131,732 | 165,996 | |||||
Debentures (Note 17) | 819,508 | 817,371 | 802,445 | 797,462 | ||||||
Debentures | 819,508 | 817,371 | Liability | 802,445 | 797,462 |
Detailed information about these financial instruments can be found in the explanatory notes to Cash and Cash Equivalents (Note 4), Securities (Note 5), Financing (Note 16) and "Debentures" (Note 17).
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Risk and derivative financial instruments
(a) Risk management
The Company is exposed to market risk arising from variations in commodity prices, foreign exchange rates and interest rates, and to credit risk arising from the possibility of default by its counterparties in financial investments, accounts receivable and derivatives.
The Company adopts procedures for managing market and credit risks, in line with a Financial Management Policy and a Risk Management Policy. The aim of risk management is to protect the Companys cash flow and reduce the threats to financing its operating working capital and investment programs.
(b) Exposure to foreign exchange risks
The Company has commercial transactions denominated in or indexed to foreign currencies. The prices of the Companys inputs and products are denominated in or strongly influenced by international commodity quotations, which are usually denominated in U.S. dollars. Furthermore, the Company has used long-term fundraising in foreign currencies, which leads to exposure to the variation in the foreign exchange rates between the real and the foreign currencies. The Company manages its foreign currencies exposure using a combination of foreign currency debt, foreign currency investments and derivatives. The Companys foreign exchange risk management policy contemplates maximum and minimum cover limits which must be obeyed, and which are continually monitored.
(c) Exposure to interest rate risks
The Company is exposed to the risk that variations in floating interest rates lead to an increase in financial expenses with future interest payments. The floating-rate foreign currency debt is subject mainly to fluctuations in LIBOR. Domestic currency debt is subject mainly to the variation of the Long-Term Interest Rate (TJLP), pre-fixed rates in reais and daily variation of the CDI rate.
(d) Exposure to commodities risks
The Company is exposed to variation in the prices of different petrochemical commodities, especially its main raw material, naphtha. The Company seeks to pass on the price oscillations of this raw material caused by fluctuations in international prices. However, part of its sales may be undertaken using fixed-price contracts or within a maximum and/or minimum floating range. These contracts may be commercial agreements or derivative contracts associated to forward sales. At June 30, 2009, the Company had no outstanding contracts of this nature.
(e) Exposure to credit risks
The operations that subject the Company and its subsidiaries to concentration of credit risk are mainly bank accounts, financial investments and other accounts receivables, exposing the Company to the risk of the financial institution or customer involved. In order to manage this risk, the Company keeps its bank accounts and financial investments with large financial institutions, weighting the concentrations in line with the institutions ratings and the prices observed in the Credit Default Swaps (CDS) market, as well as entering into netting agreements that minimize the overall credit risk arising from the various financial transactions carried out among the parties.
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In regard to customer credit risk, the Company protects itself by making detailed analyses before granting credit and by obtaining real and pro forma guarantees, when deemed necessary.
(f) Derivative financial instruments
The Company uses derivative financial instruments for the following purposes:
f.1) Hedge: Hedge activities are executed in line with the Companys policies. The financial management policy includes a continuous short-term hedge program for the foreign exchange risk arising from its transactions and financial items. Other market risks are covered as they are introduced to each transaction. In general, the Company judges the need for hedge while analyzing prospective transactions and seeks to undertake made-to-measure hedge for the transactions under consideration, in addition to preserving the hedge for the entire time frame of the transaction being covered.
The Company may elect to designate derivatives as hedge for applying Hedge Accounting pursuant to CPC 14. Designation of the hedge is not mandatory. The Company will usually elect to designate derivatives as a hedge when it is expected that the application of Hedge Accounting will afford a relevant improvement in demonstrating the off-set effect of the derivatives on the variations of the items being hedged.
At June 30, 2009, the Company held financial derivatives contracts for a total nominal amount of R$ 2,587,422 (Mar/09 - R$ 1,958,177), of which R$ 2,307,767 relate to hedge transactions designated as such, and R$ 279,655 to other hedge transactions (see (f) i.a and (f) i.b bellow). There are not derivatives that were used for other purposes.
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f.2) Modifying the return on other instruments: The Company may use and has used derivatives to modify the return on investments or the interest rate or the correction index of financial liabilities, in line with its judgment regarding the most appropriate conditions for the Company. When the modified return risk using derivatives is substantially lower for the Company, the transaction is considered hedged. When the Company uses derivatives to modify the returns on investments, it seeks to match the obligations it will have by virtue of the derivative with the rights represented by the investments. When it uses derivatives to modify the interest rate or correction index on liabilities, it seeks to match the rights it will have by virtue of the derivative with the obligations represented by the liabilities. These transactions involving modification of investment returns, interest rates or correction indices on financial commitments are undertaken for an amount not exceeding that of the underlying investment or commitment. The Company does not leverage its positions using derivatives. At June 30, 2009, the Company had no transactions with that purpose.
f.3) Monetization of certain risks: The Company may use derivatives to monetize certain risks it considers acceptable on account of its exporting profile. By monetizing a risk, Braskem receives financial income in exchange for compensating the counterparty should a specific event occur. At June 30, 2009, the Company had no transactions with that purpose.
All derivative financial instruments held as of June 30, 2009 were entered into on the OTC market with large financial counterparties and supported by global derivatives agreements in Brazil or abroad.
The derivative financial instruments are shown on the balance sheet at their fair value, in the asset or liability account, should the fair value represent a positive or negative balance for the Company, respectively. The derivative financial instruments must be classified as trading instruments. The periodic variances in the fair value of the derivatives are recognized as financial revenue or expense in the same period in which they occur, except when the derivative is designated and qualifies for cash flow hedge accounting in the period in question.
The fair value of the derivatives is obtained:
a) from public sources in the case of exchange-traded derivatives;
b) using discounted cash flow models when the derivative is a forward purchase or sale or a swap contract.
c) using option
contract evaluation models, such as the Black-Scholes model, when the derivative contains option features.
The evaluation premises (model inputs) are obtained from sources that reflect more current observable market prices, particularly interest rate curves and forward currency prices disclosed on the Mercantile and Futures Exchange, spot foreign exchange rates disclosed by the Brazilian Central Bank, and international interest rate curves disclosed by well-know quotation services like Bloomberg or Reuters.
At June 30, 2009, the Company had no derivatives that required non-observable premises for calculating their fair value.
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The table below shows all transactions using derivative financial instruments existing as of June 30, 2009. The Receipts (payments) column shows the amounts received or paid for the settlements undertaken during the second quarter of 2009, while the income (expense) column shows the effect recognized in financial income or expense associated with the settlements and the variance in the fair value of the derivatives during the second quarter of 2009:
Fair value | ||||||||||||||
(R$ thousand) | ||||||||||||||
Identification | Nominal value | Maturity | Purpose | Receipts (payments) |
Revenues | Jun/09 | Mar/09 | |||||||
(expenses) | ||||||||||||||
(R$ | ||||||||||||||
thousand) | ||||||||||||||
Yen-CDI swap | Exchange | |||||||||||||
(Note 23 i.a) | R$ 279,655 | Jun/2012 | hedge of | |||||||||||
NEXI | ||||||||||||||
financing | (5,021) | (21,011) | (20,724) | (4,734) | ||||||||||
Interest rate swap | Interest rate | |||||||||||||
(Libor-fixed) (Note | US$ 725,000 | Oct/2013 | hedge | |||||||||||
23 i.b) | thousand | (designated | ||||||||||||
for hedge | ||||||||||||||
accounting) | 1,336 | (7,046) | (72,759) | (114,189) | ||||||||||
Interest rate | ||||||||||||||
hedge | ||||||||||||||
Interest rate swap | (designated | |||||||||||||
(Libor-fixed) (Note | US$ 457,500 | for hedge | ||||||||||||
23 i.b) | thousand | Jul/2014 | accounting) | - | (885) | 5,142 | - |
i) Transactions existing at June 30, 2009
At June 30, 2009, the Company and its subsidiaries held the following derivative financial instruments:
i.a) Project financing (NEXI)-linked swaps
At June 30, 2009, the Company held four currency swap contracts for a total nominal amount of R$ 279,655, contracted for hedging yen-denominated financings with floating interest rates, maturing in March and June of 2012. The purpose of these swaps is to offset the fluctuation risk in the Yen-Real foreign exchange rate arising from the financings, and to offset the risk of variation in future expenses with interest payments. The term, amount, settlement dates and yen interest rates of the swaps are matched to the terms of the financing. The Company intends to hold these swaps until the financing is liquidated.
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The characteristics of each swap transaction are listed below:
Notional value, | Fair value | |||||||||
Identification | R$ thousand | Interest rate | Maturity | Jun/09 | Mar/09 | |||||
Swap NEXI I | 28,987 | 104.29%CDI | Jun/12 | (1,187) | 517 | |||||
Swap NEXI II | 136,495 | 101.85%CDI | Mar/12 | (15,798) | (8,504) | |||||
Swap NEXI III | 91,851 | 103.98%CDI | Jun/12 | (3,273) | 2,258 | |||||
Swap NEXI IV | 22,322 | 103.98%CDI | Jun/12 | (466) | 995 | |||||
279,655 | (20,724) | (4,734) | ||||||||
These contracts may require Braskem to make guarantee deposits under certain conditions. At June 30, 2009, Braskem had no guarantee deposits outstanding in regard to these derivatives. The counterparties in these transactions are prime banks with A credit ratings or better from the agencies Moodys, Standard & Poors or Fitch, which is coherent with the discount rates used to reflect the counterparty credit risk.
The Company elected not to designate these swaps as hedges for applying hedge accounting, since the main risk protected, foreign exchange rate variation, is satisfactorily represented by the simultaneous results of foreign exchange variation of the financing and variation in the fair value of the derivative. As a result, the periodic variation in the fair value of the swaps is recorded as financial income or expense in the same period in which they occur. In the second quarter of 2009, the Company recognized financial expense of R$ 21,011 relating to changes in fair value of these swaps between March 31 and June 30, 2009.
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i.b) Export prepayment-linked interest rate swaps
At June 30, 2009, the Company and its subsidiary Braskem Inc. held 16 interest rate swap contracts for a total nominal value of US$ 1,182,500 thousand, which they entered into for export prepayment debt contracted n US dollars and at (Libor-based) floating interest rates in October 2008 and April 2009, maturing in October 2013 and July 2014 (Note 16(b)). Under these swaps, the subsidiary Braskem Inc. receives floating rates (Libor) and pays fixed rates periodically in a manner that matches the prepayment debt cash flow. The purpose of these swaps is to offset the variation in future financial debt expenses caused by Libor rate fluctuation. The term, amount, settlement dates and floating interest rates match the terms of the debt. The Company and its subsidiary intend to hold these swaps until the financing is liquidated.
These swaps were designated as cash flow hedging for the fluctuating Libor risk on specified debt, for the purposes of hedge accounting. The actual periodic variations in the fair value of the derivatives designated as cash flow hedging that are highly effective in offsetting cash flow variations in the hedged item are recognized in the shareholders' equity under Adjustments in Equity Evaluation up to the date on which the respective variation of the hedged object impacts the result. The impacts of Libor on the hedged object are expected to impact the subsidiarys results in each debt interest appropriation period, beginning on the disbursement date and going out to its maturity date.
The Company and its subsidiary test the effectiveness of these hedges on the closing date of each reporting period using the accrued monetary offset method. Under this method, the hedge is considered effective if the cash flow variation of the derivatives is between 80% and 125% of the variation of the hedged item caused by the risk being covered. The effectiveness test as of June 30, 2009 showed that the derivatives were highly effective in offsetting the variations in the hedged item caused by Libor fluctuations during the period from when the derivatives were contracted until the end of the reporting period, and that all other conditions that qualify these instruments for hedge accounting were met. As a result, the effect portion of the variation in the fair value of the derivatives, in the amount of R$ 47,908, was recorded as Equity valuation adjustment. The Company and its subsidiary Braskem Inc. reclassified from Equity valuation adjustment to financial expenses the amounts of R$ 885 and R$ 7,046, respectively, relating to the portion of the offset effect of the derivatives on the hedged item, for accrual in the second quarter of 2009.
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The characteristics of the swap transactions are listed below:
Braskem Inc.:
Notional value | Fair value | |||||||||
Identification | US$ thousand | Interest rate | Maturity | Jun/09 | Mar/09 | |||||
Swap EPP I | 100,000 | 3.9100 | Oct/13 | (10,446) | (16,309) | |||||
Swap EPP II | 100,000 | 3.9100 | Oct/13 | (10,446) | (16,309) | |||||
Swap EPP III | 100,000 | 3.9525 | Oct/13 | (10,732) | (16,697) | |||||
Swap EPP IV | 25,000 | 3.8800 | Oct/13 | (2,561) | (4,009) | |||||
Swap EPP V | 50,000 | 3.5675 | Oct/13 | (4,074) | (6,591) | |||||
Swap EPP VI | 100,000 | 3.8800 | Oct/13 | (10,245) | (16,035) | |||||
Swap EPP VII | 50,000 | 3.5800 | Oct/13 | (4,117) | (6,648) | |||||
Swap EPP VIII | 100,000 | 3.8225 | Oct/13 | (9,859) | (15,510) | |||||
Swap EPP IX | 100,000 | 3.8850 | Oct/13 | (10,279) | (16,081) | |||||
(72,759) | (114,189) | |||||||||
Short term | (36,755) | |||||||||
Long term | (36,004) | (114,189) |
Braskem S.A.:
Notional value | Fair value | |||||||||
Identification | US$ thousand | Interest rate | Maturity | Jun/09 | Mar/09 | |||||
Swap EPP X | 35,000 | 2.5000 | Mar/14 | 261 | ||||||
Swap EPP XI | 75,000 | 1.9500 | Jul/14 | 1,406 | ||||||
Swap EPP XII | 100,000 | 2.1200 | Nov/13 | 1,572 | ||||||
Swap EPP XIII | 50,000 | 2.1500 | Nov/13 | 685 | ||||||
Swap EPP XIV | 50,000 | 2.6400 | Apr/14 | (33) | ||||||
Swap EPP XV | 100,000 | 2.6200 | Apr/14 | 650 | ||||||
Swap EPP XVI | 47,500 | 1.6700 | Jun/13 | 601 | ||||||
5,142 | ||||||||||
Short term | (4,893) | |||||||||
Long term | 10,035 |
The Interest Rate column contains a fixed contract fee which the Company pays in exchange for receiving Libor.
These contracts may require the Company and its subsidiary to make guarantee deposits under certain conditions. At June 30, 2009, the Company and its subsidiary had no guarantee deposits outstanding in regard to these derivatives. The counterparties in these transactions are prime banks with A credit ratings or better from the agencies Moodys, Standard & Poors or Fitch, which is coherent with the discount rates used to reflect the counterparty credit risk.
The risk value of the derivatives held by the Company as of June 30, 2009, defined as the greatest loss that may result, in one month, in 95% of the cases, in normal market conditions, was estimated by the Company at R$ 54,311 for EPP swaps and R$ 32,656 for NEXI swaps.
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ii) Exposure by counterparty
Outstanding exposure of Braskem and its subsidiary Braskem Inc. to the risk of default by counterparties in derivative financial instruments is listed in the table below, taking into account the market values of the derivatives plus the guarantees:
Counterparty | Principal | Exposure Jun/09 | ||
Barclays | 92,701 | 601 | ||
BBVA | 390,320 | (20,893) | ||
BES | 487,900 | 2,907 | ||
Calyon | 341,530 | (17,367) | ||
Citibank | 257,349 | (13,985) | ||
Deutsche Bank | 165,886 | 228 | ||
HSBC | 146,370 | 1,406 | ||
JP Morgan | 74,452 | (15,798) | ||
Santander | 503,712 | (25,441) |
(iii) Components of equity valuation adjustments due to hedge transactions
The Company has designated certain derivatives as cash flow hedge, which created final balances of Equity Valuation Adjustments (AAP). The summary of changes to equity evaluation adjustments is given below:
Reclassifications | ||||||||
to expense | ||||||||
AAP | (revenues) in 2Q | |||||||
balance | 2009 by | Activity of | ||||||
in | achievement of | hedges effective | AAP balance in | |||||
Item | Mar/09 | competence | portions | Jun/09 | ||||
Swaps EPP | ||||||||
Braskem Inc. | (115,540) | 7,046 | 42,766 | (65,728) | ||||
Swaps EPP | ||||||||
Braskem S.A. | 885 | 5,142 | 6,027 | |||||
Total. | (115,540) | 7,931 | 47,908 | (59,702) |
The components of the highly effective offset and the ineffective portion of the variation in the fair value of the derivatives, as well as the reclassification of the amounts referring to the hedges having achieved their competence in the period were recognized as follows:
1. Fair value | ||||||||||||
3.a Recognized | 3.b | |||||||||||
2.Receipts | 3. Gain (loss) | in revenues | Recognized in | |||||||||
Item | Jun-09 | Mar-09 | (payments) | In the period, of | (expense) | AAP | ||||||
Swaps | ||||||||||||
EPP | ||||||||||||
Braskem | ||||||||||||
Inc. | (72,759) | (114,189) | 1,336 | 42,766 | (7,046) | 49,812 | ||||||
Swaps | ||||||||||||
EPP | ||||||||||||
Braskem | ||||||||||||
S.A. | 5,142 | 5,142 | (885) | 6,027 | ||||||||
Total. | (67,617) | (114,189) | 1,336 | 47,908 | (7,931) | 55,839 |
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(g) Sensitivity analysis
Financial instruments, including derivatives, may suffer variations in their fair value arising from the fluctuation of commodity prices, foreign exchange rates, interest rates, shares and shares indices, price indices and other variables. The sensitivity evaluation of derivative and non-derivative financial instruments to these variables is shown below.
i) Risk selection
The Company selected the three market risks that may most affect the value of the financial instruments it holds, such as: a) the US dollar-real foreign exchange rate; b) the Yen-Real foreign exchange rate; c) Libor floating interest rate.
For the purposes of the sensitivity analysis to risk, the Company shows currency exposures as if they were independent, that is, without reflecting in the exposure to one foreign exchange rate the risk of variation in other foreign exchange risks that might be indirectly influenced by it.
ii) Scenario selection
Pursuant to CVM instruction 475/08, the Company includes three scenarios in the sensitivity analysis, of which one is probable and two which might represent adverse effects for the Company. In preparing the adverse scenarios, the Company considered only the impact of the variables on the financial instruments, including derivatives, and on the items covered by hedge transactions. It did not take into account the global impact on the Companys operations, such as that involving revaluing of stocks and future income and expenses. Since the Company manages its exchange exposure on a net basis, adverse effects verified when the US dollar rises against the Real can be offset by the opposite effects on the operating results of Braskem.
The probable scenario considered was the one published by the FOCUS study disclosed by the Central Bank of Brazil on June 26, 2009. In the case of the interest rate variables not included in the FOCUS study, the probable scenario taken into account was the percentage variation of the CDI. In the case of the foreign exchange rate variables not included in the FOCUS study, the probable scenario taken into account was the percentage variation of the US dollar against the Brazilian real.
The possible and extreme scenarios for the US dollar-real exchange rate were considered a rise of 25% and 50%, respectively, in the quotation of the dollar compared to the closing rate in the second quarter of 2009.
The possible and extreme scenarios for the yen-real exchange rate were considered a 25% and 50% rise, respectively, in the quotation of yen in reais compared to the closing rate in the second quarter of 2009.
The possible adverse and extreme scenarios for the US dollar-real exchange rate were considered, respectively, a rise of 25% and 50% in the quotation of the dollar in relation to the dollar in the second quarter of 2009.
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The sensitivity amounts in the tables below are the variations in the value of the financial instruments in each scenario, with the exception of table (v), which shows the variations in future cash flows.
iii) Sensitivity to the US dollar-real foreign exchange rate
The sensitivity of each financial instrument, including derivatives and the items they cover, to variation in the US Dollarreal foreign exchange rate is shown in the table below.
Possible | Extreme | |||||
Instrument | Probable | adverse (25%) | adverse (50%) | |||
Advances on exchange contracts | (3,266) | (32,918) | (65,837) | |||
Advances on bills of exchange delivered | (55) | (553) | (1,106) | |||
Working capital/Structured transactions | (18,742) | (188,931) | (377,862) | |||
BNDES | (4,461) | (44,974) | (89,948) | |||
Eurobonds | (62,609) | (631,137) | (1,262,274) | |||
Raw material financing | (455) | (4,587) | (9,175) | |||
Investment funds in foreign currency | 85,125 | 101,339 | 121,606 | |||
Medium Term Notes | (12,724) | (128,265) | (256,530) | |||
Export prepayments | (17,300) | (174,391) | (348,782) | |||
Time Deposits | 811,995 | 966,660 | 1,159,993 | |||
US Treasury Bills | 7,112 | 71,690 | 143,381 | |||
Prepayment debt of exports, plus hedge, as follows: | ||||||
Prepayment debt | (57,655) | (581,194) | (1,162,389) | |||
Swap EPP (see (f) i.b) | 57,655 | 581,194 | 1,162,389 |
iv) Sensitivity to the Yen-Real foreign exchange
The sensitivity of each financial instrument, including derivatives and the items they cover, to variation in the Yen-Real foreign exchange rate is shown in the table below.
Possible adverse | ||||||
Instrument | Probable | (25%) | Extreme adverse (50%) | |||
Project financing (NEXI), plus swaps, as follows: | 19 | 194 | 389 | |||
Debt (NEXI) | (3,267) | (32,933) | (65,866) | |||
Swaps (NEXI) (see (f) i.a) | 3,286 | 33,127 | 66,255 |
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v) Sensitivity of future cash flows to floating Libor interest rates
The sensitivity of future interest income and expenses of each financial instrument, including the effect of derivatives and the items they cover is shown in the table below. The figures represent the impact on financial income (expenses) taking into account the average term of the respective instrument.
Instrument | Probable | Possible adverse (25%) | Extreme adverse (50%) | |||
BNDES | 170 | (784) | (1,561) | |||
Working capital/Structured transactions | 2,196 | (9,994) | (19,727) | |||
Raw material financing | 13 | (58) | (117) | |||
Export prepayments | 83 | (385) | (770) | |||
Prepayment debt of exports, plus hedge, | ||||||
as follows: | ||||||
Prepayment debt | 2,464 | (11,328) | (22,545) | |||
Swap EPP (see (f) i.b) | (2,464) | 11,328 | 22,545 |
24 Financial Result
Parent company | Consolidated | |||||||
Jun/09 | Jun/08 | Jun/09 | Jun/08 | |||||
Financial income: | ||||||||
Interest revenues | 254,498 | 113,315 | 109,806 | 79,318 | ||||
Monetary variations | 35,254 | 8,760 | 35,214 | 11,833 | ||||
Exchange variations | (422,046) | (364,420) | (388,454) | (420,305) | ||||
Gains (losses) on derivative transactions | 41,139 | 8,268 | 41,139 | 3,218 | ||||
Other | 9,894 | 4,896 | 10,483 | 5,511 | ||||
(81,261) | (229,181) | (191,812) | (320,425) | |||||
Financial expenses: | ||||||||
Interest expenses | (469,754) | (214,051) | (325,423) | (233,369) | ||||
Monetary variations | (108,690) | (93,945) | (100,686) | (90,257) | ||||
Exchange variations | 1,951,755 | 761,744 | 1,885,769 | 1,006,530 | ||||
Losses on derivative transactions | (31,462) | (22,418) | (31,462) | (7,387) | ||||
Tax liabilities SELIC | (49,314) | (42,554) | (49,321) | (42,830) | ||||
Tax expenses on financial transactions | (21,166) | (21,453) | (22,369) | (22,418) | ||||
Discounts granted | (81,793) | (41,283) | (84,204) | (48,364) | ||||
Funding transaction costs amortization | (5,951) | 11,079 | (5,951) | 11,079 | ||||
Adjustment to present value appropriation | (40,325) | (38,894) | (64,649) | (40,658) | ||||
Other | (24,600) | (42,679) | (25,451) | (45,858) | ||||
1,118,700 | 255,546 | 1,176,253 | 486,468 | |||||
Financial result | 1,037,439 | 26,365 | 984,441 | 166,043 | ||||
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25 Other Operating Income and Expenses
Parent company | Consolidated | |||||||
Jun/09 | Jun/08 | Jun/09 | Jun/08 | |||||
Rental of facilities and assignment of right of use | 706 | 11,398 | 706 | 11,398 | ||||
Tax incentives and recovery of taxes (i) | 97,675 | 8,757 | 97,686 | 4,471 | ||||
Proceeds from the sale of sundry materials | (3,085) | (6,711) | (3,078) | (6,184) | ||||
Social security indemnifications | 10,581 | 205 | 10,581 | 205 | ||||
Contractual indemnifications | 26,856 | 16,766 | 26,856 | 16,766 | ||||
Other | (1,032) | 11,966 | (1,528) | 1,970 | ||||
131,701 | 42,381 | 131,223 | 28,626 | |||||
(i) In the first quarter of 2009, the Company recorded R$ 96,562 arising from the successful outcome of the lawsuit filed by merged company Copesul to challenge the increase in the PIS and COFINS calculated basis introduced by Law 9718/98.
26 Other Income and Expenses, Net
Other income for the first half of 2009 includes R$ 252,105 relating to the disposal of the investment in Petroflex (Note 1(b)). The investment cost value on the disposal date, of R$ 121,557, was recorded as other expenses.
27 Insurance Coverage
Braskem and its subsidiaries have an extensive risk management program that affords cover and protection for all its insurable corporate assets, as well as for losses involving interruption to production, by means of an All Risks-type policy. This policy stipulates the amount for maximum probable damage, considered sufficient to cover any | accidents, bearing in mind the nature of the Companys activity and the advice of its insurance consultants. The current policy was contracted for the period between October 2008 and March 2010 and includes the following coverage:
Coverage | Braskem | IQ | ||||
US$ | R$ | R$ | ||||
(thousand) | ||||||
Maximum limit of indemnification for inventories, property, plant and equipment and loss of profits, per event | 2,000,000 | 3,903,380 | 71,751 | |||
Insured assets amount | 16,665,982 | 32,525,332 | 71,751 | |||
Additionally, the Company takes out transportation, group life, sundry risks and vehicle insurance. The risk premises adopted are not part of the scope of the audit, and consequently have not been examined by our independent auditors.
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28 Private Pension Plans
The actuarial obligations relating to the pension and retirement plans are accrued in conformity with the procedures established by CVM Deliberation 371/2000.
(a) ODEPREV
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, under which monthly and sporadic participant contributions and annual and monthly sponsor contributions are accumulated and managed in individual retirement savings accounts.
At June 30, 2009, participants in ODEPREV comprise 2,582 active employees (Jun/08 2,551). In the first half of 2009, the Companys contributions amounted to R$ 3,344 (1st half of 2008 R$ 6,695), and employees contributions totaled R$ 10,511 (1st half of 2008 R$ 10,624).
(b) PETROS - Fundação PETROBRAS de Seguridade Social (PETROS)
In June 2005, the Company communicated PETROS its intention to withdraw as a sponsor of the defined benefit plan as from the 30th of that month. Such withdrawal was ratified by the Supplementary Pension Plan Secretary (SPC) on
April 29, 2009. SPC is an agency under the Social Security Ministry, in charge of regulating and inspecting private pension plans.
The financial settlement of this plan will take place by the end of September 2009. No further disbursements will be required from the Company.
Merged company Copesul and a portion of its employees are sponsors of PETROS - Fundação PETROBRAS de Seguridade Social, in defined benefit pension and retirement plans.
In the first half of 2009, the rate on the contribution salary was 12.93% on total salaries earned by employees covered by the plan. At June 30, 2009, the number of participants is 326 active employees and the Companys contributions in the first half of 2009 totaled R$ 2,237 (1st half of 2008 R$ 2,251), while participants contributions amounted to R$ 1,983 (1st half of 2008 R$ 3,236).
As contemplated in the regulations of PETROS and applicable legislation, in the event the technical reserves are relatively insufficient, maintainers and participants will contribute additional financial funds, or benefits under the plan will be adapted to the resources available. Until the quarter closing date, there was no need for any supplementary contribution.
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(c) COPESULPREV Plano Copesul de Previdência Complementar
The Board of Directors of Copesul, in May 2003, approved the institution of the Copesul Supplementary Pension Plan known as COPESULPREV, a closed plan under the defined contribution modality. This plan seeks to serve employees not covered by the former PETROS plan, today closed to new entrants. The plan is administered through PETROS - in an independent manner, with no links to any other pension plan managed by that entity today, in compliance with the provisions of Supplementary Law 109/2001.
Participants comprise 492 active employees. In the first half of 2009, the Companys contributions amounted to R$ 764 (1st half of 2008 R$ 735), and employees contributions totaled R$ 620 (1st half of 2008 R$ 604).
(d) Fundação Francisco Martins Bastos FFMB
Since the merger of IPQ, the Company is a sponsor of Fundação Francisco Martins Bastos - FFMB, a private supplementary pension plan that was set up to manage and execute the defined benefit pension plan for the Ipiranga Group employees.
Participants include 302 active employees. In the first half of 2009, the Companys contributions amounted to R$ 1,619 (1st half of 2008 R$ 1,015), and employees contributions totaled R$ 502 (1st half of R$ 590).
On June 30, 2009, the Company communicated to Fundação Francisco Martins Bastos its withdrawal as a sponsor. Following the completion of the computation of participants reserves, the process will be submitted to the approval of the Supplementary Pension Plan Secretary.
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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: August 20, 2009
BRASKEM S.A. | |||
By: | /s/ Carlos José Fadigas de Souza Filho | ||
Name: | Carlos José Fadigas de Souza Filho | ||
Title: | Chief Financial Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.