(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.
Consolidated and parent company financial statements
at December 31, 2018
and Independent Auditors' Report
To Shareholders, Members of the Board and Management
Braskem S.A.
Camaçari - Bahia
Opinion
We have audited the individual and consolidated financial statements of Braskem S.A. (“the Company”), respectively referred to as Parent and Consolidated, which comprise the statement of financial position as at December 31, 2018, the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.
In our opinion, the accompanying individual financial statements present fairly, in all material respects, the financial position of the Braskem S.A. (“the Company”) as at December 31, 2018, and of its financial performance and its cash flows for the year then ended in accordance with Accounting Practices Adopted in Brazil.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Braskem S.A. as at December 31, 2018, and of its consolidated financial performance and its cash flows for the year then ended in accordance with Accounting Practices Adopted in Brazil and with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).
1
We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual and Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical requirements included in the Accountant Professional Code of Ethics (“Código de Ética Profissional do Contador”) and in the professional standards issued by the Brazilian Federal Accounting Council (“Conselho Federal de Contabilidade”) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the current period. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Recoverable value of intangible assets with indefinite useful life (goodwill) - notes 3.4 (b) and 13 (a) (individual and consolidated)
The Company maintains a significant balance of intangible assets with indefinite useful life, in connection with the goodwill on business combination, allocated to operating segments of Polyolefins, Vinyls and Chemicals (cash generating unit Químicos Sul).
The recoverability of these assets is based on analyses and projections of cash flow. Due to uncertainties inherent to the process of determining future cash flows and some assumptions - such as discount and growth rates, which are the basis for evaluation of recoverable value of such assets, we considered this matter as significant for our audit.
How our audit conducted this issue
We understood the process and evaluated the design of internal controls related to the preparation and review of the business plan, budgets and impairment analysis provided by the Company. We used the support of our specialists in corporate finance, we have evaluated assumptions and methodologies used by the Company to forecast cash flows for each segment, such as discount rate based on average capital cost (WAAC), growth rate for the next 5 years, expected sales volume and margin, among others. Also with the assistance of our specialists, sensitivity analyses were conducted in relation to the main assumptions used by management. We also evaluated disclosures made by the Company, including those related to sensitivity analysis, which demonstrate the impact on recoverable value resulting from possible and reasonable changes in key assumptions used by the Company.
Based on evidence from the procedures summarized above, we consider that, in relation to its recoverability, the value of intangible assets with indefinite useful life (goodwill), as the related disclosures, are acceptable in the context of individual and consolidated financial statements taken as a whole, for the year ended December 31, 2018.
2
The Company designates derivative financial instruments and non-derivative financial liabilities as a hedge instruments when adopting hedge accounting policy, and regularly performs effectiveness tests on designated hedge relations.
The designation of these financial instruments as a hedge accounting and their measurement of effectiveness, requires the fulfillment of certain formal obligations, and includes the need for the Company to make judgments regarding the effective protection of exchange variation risk and alignment with its business risk management strategy.
Considering the complexity involved in designation and regular measurement of effectiveness of hedge accounting relation held by the Company, we consider that as a significant matter for our audit.
How our audit conducted this issue
We understood the process and evaluated design and implementation of internal controls related to the hedge accounting process. With the involvement of our valuation specialists in financial instruments, we evaluated the sufficiency of the documentation prepared by the Company supporting the designation as hedge accounting, particularly designations containing the descriptions of all strategies and methodologies adopted for measurement of effectiveness. We also evaluated the adequacy of disclosures made by the Company involving the hedge accounting transactions.
Based on the evidences obtained through the procedures summarized above, we considered acceptable the designations maintained as hedge accounting in the context of the individual and consolidated financial statements taken as a whole, for the year ended December 31, 2018.
Disclosure about the adoption of the standard IFRS 16/CPC 06(R2) - Leases - note 2.4 (a) (individual and consolidated)
The Company and its subsidiaries maintain operational lease agreements, which include mainly, ships, railcars and properties used on its business. As of January 1, 2019, the Company will adopt the accounting standard IFRS 16/CPC 06(R2) - Leases, and pursuant to IAS8/CPC 23 - Accounting Policies, Change of Estimate and Error Correction, it is required disclose the main impacts arising from this new accounting standard. Due to complexity in the adoption of this new standard, related mainly by the judgments involved in the determination of the incremental borrowing rates used to measure the lease liability, which will be recognized against a right the use of an asset, we consider that as a significant matter for our audit.
How our audit conducted this issue
With the assistance of our corporate finance specialists, we evaluated the methodology and assumptions used in determining the incremental borrowing rates by the Company. Our analysis also included, the evaluation about the measurement of the right of use an asset and lease liability, the evaluation about the lease term considering renewing clauses and tests of documents over the agreements database, including lease terms, amounts and renew clauses, as well as, evaluation of the disclosures on the financial statements.
3
Statements of value added
The individual and consolidated statements of value added (DVA) for the year ended December 31, 2018, prepared under the responsibility of the Company’s management, and presented herein as supplementary information for IFRS purposes, have been subject to audit procedures jointly performed with the audit of the Company's financial statements. In order to form our opinion, we assessed whether those statements are reconciled with the financial statements and accounting records, as applicable, and whether their format and contents are in accordance with criteria determined in the Technical Pronouncement 09 (CPC 09) - Statement of Value Added issued by the Committee for Accounting Pronouncements (CPC). In our opinion, the statements of value added have been fairly prepared, in all material respects, in accordance with the criteria determined by the aforementioned Technical Pronouncement, and are consistent with the overall individual and consolidated financial statements.
Management is responsible for the other information comprising the management report.
Our opinion on the individual and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the individual and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Individual and Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with Accounting Practices Adopted in Brazil, and consolidated financial statements in accordance with Accounting Practices Adopted in Brazil and with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the individual and consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and subsidiaries or to cease operations, or has no realistic alternative but to do so.
4
Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and international standards on auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Brazilian and international standards on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and its subsidiaries internal control.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
· Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and its subsidiaries ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and subsidiaries to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
5
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the individual and consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
São Paulo, March 12, 2019
KPMG Auditores Independentes
CRC 2SP014428/O-6
Original report in Portuguese signed by
Anselmo Neves Macedo
Accountant CRC 1SP160482/O-6
6
Braskem S.A.
Statement of financial position at December 31
All amounts in thousands of reais
Consolidated |
Parent company | |||||||||
Assets |
Note |
2018 |
2017 |
2018 |
2017 | |||||
Current assets |
||||||||||
Cash and cash equivalents |
5 |
5,547,637 |
3,775,093 |
2,016,724 |
1,953,056 | |||||
Financial investments |
6 |
2,357,613 |
2,302,672 |
|
2,297,566 |
1,833,320 | ||||
Trade accounts receivable |
7 |
3,075,218 |
3,281,196 |
1,766,418 |
1,824,740 | |||||
Inventories |
8 |
8,486,577 |
6,846,923 |
6,042,679 |
4,800,860 | |||||
Income tax and social contribution |
|
773,952 |
896,225 |
306,082 |
473,655 | |||||
Taxes recoverable |
10 |
423,188 |
452,839 |
240,905 |
356,497 | |||||
Dividends and interest on capital |
9 |
890 |
10,859 |
890 |
10,859 | |||||
Prepaid expenses |
239,500 |
134,337 |
168,271 |
105,255 | ||||||
Related parties |
9(b) |
38,044 |
30,478 | |||||||
Derivatives |
19.3.1 |
27,714 |
3,793 |
6,715 |
3,793 | |||||
Other receivables |
451,578 |
288,391 |
161,337 |
232,532 | ||||||
|
|
|
| |||||||
21,383,867 |
17,992,328 |
13,045,631 |
11,625,045 | |||||||
Non-current assets |
||||||||||
Financial investments |
6 |
9,998 |
10,336 |
|||||||
Trade accounts receivable |
7 |
17,785 |
37,496 |
244,080 |
1,336,229 | |||||
Advances to suppliers |
8 |
31,394 |
46,464 |
31,394 |
46,464 | |||||
Taxes recoverable |
10 |
1,369,188 |
812,718 |
1,368,033 |
812,330 | |||||
Income tax and social contribution |
241,788 |
210,915 |
241,788 |
210,915 | ||||||
Deferred income tax and social contribution |
21.2(a) |
1,104,158 |
1,165,726 |
|||||||
Judicial deposits |
|
169,536 |
289,737 |
158,612 |
278,006 | |||||
Related parties |
9(b) |
19,481 |
16,053 | |||||||
Insurance claims |
0 |
63,054 |
39,802 |
63,054 |
39,802 | |||||
Derivatives |
19.3.1 |
46,664 |
32,666 |
|||||||
Other receivables |
|
189,724 |
112,997 |
143,864 |
109,129 | |||||
Investments |
11 |
65,954 |
101,258 |
8,762,057 |
4,915,609 | |||||
Property, plant and equipment |
12 |
31,759,890 |
29,761,610 |
15,950,334 |
16,326,216 | |||||
Intangible assets |
13 |
2,740,982 |
2,727,497 |
2,509,778 |
2,501,503 | |||||
|
|
|
| |||||||
37,810,115 |
35,349,222 |
29,492,475 |
26,592,256 | |||||||
Total assets |
59,193,982 |
53,341,550 |
42,538,106 |
38,217,301 |
The notes are an integral part of the financial statements.
1
Braskem S.A.
Statement of financial position at December 31 All amounts in thousands of reais |
Continued |
Consolidated |
Parent company | |||||||||
Liabilities and shareholders' equity |
Note |
2018 |
2017 |
2018 |
2017 | |||||
Current liabilities |
||||||||||
Trade payables |
14 |
8,341,252 |
5,265,670 |
8,259,259 |
1,198,842 | |||||
Borrowings |
15 |
737,436 |
1,184,781 |
128,132 |
382,304 | |||||
Braskem Idesa borrowings |
16 |
10,504,592 |
9,691,450 |
|||||||
Debenture |
17 |
27,732 |
27,183 |
|||||||
Derivatives |
19.3.1 |
70,305 |
6,875 |
70,198 |
| |||||
Payroll and related charges |
645,396 |
630,517 |
485,800 |
493,098 | ||||||
Income tax and social contribution |
419,320 |
840,130 |
31,429 |
400,544 | ||||||
Taxes payable |
20 |
432,005 |
421,074 |
392,573 |
373,847 | |||||
Dividends |
672,395 |
3,850 |
672,294 |
3,709 | ||||||
Advances from customers |
153,264 |
353,222 |
133,002 |
187,304 | ||||||
Leniency agreement |
23.3 |
288,123 |
257,347 |
230,356 |
202,892 | |||||
Sundry provisions |
22 |
191,536 |
178,676 |
137,424 |
125,130 | |||||
Accounts payable to related parties |
9(b) |
613,085 |
783,181 | |||||||
Other payables |
632,774 |
276,957 |
155,510 |
104,181 | ||||||
|
|
|
| |||||||
23,116,130 |
19,137,732 |
11,309,062 |
4,255,032 | |||||||
Non-current liabilities |
||||||||||
Trade payables |
14 |
273,264 |
259,737 |
273,264 |
13,845,472 | |||||
Borrowings |
15 |
24,160,720 |
22,176,640 |
2,148,993 |
2,823,692 | |||||
Debenture |
17 |
266,777 |
286,141 |
|||||||
Derivatives |
19.3.1 |
161,694 |
|
161,694 |
| |||||
Taxes payable |
20 |
85,904 |
52,802 |
85,136 |
50,815 | |||||
Accounts payable to related parties |
9(b) |
19,200,324 |
7,197,573 | |||||||
Loan to non-controlling shareholders of Braskem Idesa |
|
2,183,830 |
1,756,600 |
|||||||
Deferred income tax and social contribution |
21.2(a) |
324,908 |
940,079 |
56,395 |
715,938 | |||||
Post-employment benefits |
24.2 |
206,373 |
193,775 |
90,679 |
83,233 | |||||
Provision for losses on subsidiaries |
|
99,918 |
102,750 | |||||||
Contingencies |
23 |
965,317 |
1,092,645 |
954,538 |
1,084,528 | |||||
Leniency agreement |
23.3 |
1,154,879 |
1,371,767 |
1,154,879 |
1,322,051 | |||||
Sundry provisions |
22 |
233,006 |
234,996 |
207,907 |
213,318 | |||||
Other payables |
149,935 |
148,286 |
7,672 |
5,048 | ||||||
|
|
|
| |||||||
30,166,607 |
28,513,468 |
24,441,399 |
27,444,418 | |||||||
Shareholders' equity |
25 |
|||||||||
Capital |
8,043,222 |
8,043,222 |
8,043,222 |
8,043,222 | ||||||
Capital reserve |
232,430 |
232,430 |
232,430 |
232,430 | ||||||
Revenue reserves |
4,673,220 |
3,945,898 |
4,673,220 |
3,945,898 | ||||||
Equity valuation adjustments |
(6,111,408) |
(5,653,880) |
(6,111,408) |
(5,653,880) | ||||||
Treasury shares |
(49,819) |
(49,819) |
(49,819) |
(49,819) | ||||||
|
|
|
| |||||||
Total attributable to the Company's shareholders |
6,787,645 |
6,517,851 |
6,787,645 |
6,517,851 | ||||||
Non-controlling interest in subsidiaries |
(876,400) |
(827,501) |
|
| ||||||
5,911,245 |
5,690,350 |
6,787,645 |
6,517,851 | |||||||
Total liabilities and shareholders' equity |
|
59,193,982 |
53,341,550 |
42,538,106 |
38,217,301 |
The notes are an integral part of the financial statements.
2
Braskem S.A.
Statement of profit or loss
Years ended December 31
All amounts in thousands of reais, except earnings (loss) per share
Consolidated |
Parent company | |||||||||
Continued operations |
Note |
2018 |
2017 |
2018 |
2017 | |||||
|
||||||||||
Net revenue |
27 |
57,999,866 |
49,260,594 |
41,859,645 |
36,481,806 | |||||
Cost of products sold |
(46,407,495) |
(36,400,748) |
(35,764,386) |
(28,929,876) | ||||||
11,592,371 |
12,859,846 |
6,095,259 |
7,551,930 | |||||||
Income (expenses) |
||||||||||
Selling and distribution |
(1,545,568) |
(1,459,608) |
(898,186) |
(925,663) | ||||||
General and administrative |
(1,633,003) |
(1,434,272) |
(1,148,537) |
(865,085) | ||||||
Research and development |
(199,821) |
(167,456) |
(120,547) |
(105,286) | ||||||
Results from equity investments |
11(c) |
(888) |
39,956 |
2,773,148 |
2,441,996 | |||||
Other income (expenses), net |
|
29 |
90,852 |
(479,404) |
(170,613) |
(449,092) | ||||
8,303,943 |
9,359,062 |
6,530,524 |
7,648,800 | |||||||
Financial results |
30 |
|||||||||
Financial expenses |
(2,983,511) |
(3,747,217) |
(2,015,870) |
(2,627,262) | ||||||
Financial income |
589,052 |
603,630 |
478,533 |
545,262 | ||||||
Exchange rate variations, net |
(2,256,983) |
(798,762) |
(1,991,999) |
(878,154) | ||||||
(4,651,442) |
(3,942,349) |
(3,529,336) |
(2,960,154) | |||||||
Profit before income tax and social contribution |
3,652,501 |
5,416,713 |
3,001,188 |
4,688,646 | ||||||
Current and deferred income tax and social contribution |
21.1 |
(745,291) |
(1,292,268) |
(134,513) |
(614,532) | |||||
Profit for the year of continued operations |
2,907,210 |
4,124,445 |
2,866,675 |
4,074,114 | ||||||
Discontinued operations results |
||||||||||
Profit from discontinued operations |
13,499 |
13,499 | ||||||||
Current and deferred income tax and social contribution |
(4,623) |
(4,623) | ||||||||
8,876 |
8,876 | |||||||||
Profit for the year |
2,907,210 |
4,133,321 |
2,866,675 |
4,082,990 | ||||||
Attributable to: |
||||||||||
Company's shareholders |
2,866,675 |
4,082,990 |
||||||||
Non-controlling interest in subsidiaries |
40,535 |
50,331 |
||||||||
Profit for the year |
2,907,210 |
4,133,321 |
||||||||
Parent company | ||||||||||
2018 |
2017 | |||||||||
Note |
Basic and diluted |
Basic and diluted | ||||||||
Profit per share attributable to the shareholders of the Company |
||||||||||
of continued operations at the end of the year (R$) |
26 |
|||||||||
Earnings per share - common |
3.6033 |
5.1214 | ||||||||
Earnings per share - preferred shares class "A" |
3.6033 |
5.1214 | ||||||||
Earnings per share - preferred shares class "B" |
0.5910 |
0.6069 | ||||||||
Profit per share attributable to the shareholders of the Company |
||||||||||
of discontinued operations at the end of the year (R$) |
||||||||||
Earnings per share - common |
0.0111 | |||||||||
Earnings per share - preferred shares class "A" |
0.0111 | |||||||||
Profit per share attributable to the shareholders of the Company |
||||||||||
at the end of the year (R$) |
||||||||||
Earnings per share - common |
3.6033 |
5.1325 | ||||||||
Earnings per share - preferred shares class "A" |
3.6033 |
5.1325 | ||||||||
Earnings per share - preferred shares class "B" |
0.5910 |
0.5913 |
The notes are an integral part of the financial statements.
3
Braskem S.A. Statement of comprehensive income |
Continued |
|
|
Consolidated |
|
|
Parent company | |||||||
Note |
2018 |
2017 |
2018 |
2017 | ||||||||
Profit for the year |
2,907,210 |
4,133,321 |
2,866,675 |
4,082,990 | ||||||||
Other comprehensive income: |
||||||||||||
Items that will be reclassified subsequently to profit or loss |
||||||||||||
Fair value of cash flow hedge |
(151,718) |
605,204 |
(224,147) |
540,628 | ||||||||
Income tax and social contribution |
54,481 |
(203,186) |
76,210 |
(183,813) | ||||||||
Fair value of cash flow hedge - Braskem Idesa |
54,321 |
48,432 | ||||||||||
Income tax and social contribution |
(16,296) |
(14,530) | ||||||||||
Fair value of cash flow hedge from jointly-controlled |
(2,329) |
3,534 |
(2,329) |
3,534 | ||||||||
(99,566) |
405,552 |
(112,241) |
394,251 | |||||||||
Exchange variation of foreign sales hedge |
19.4(a.i) |
(3,145,857) |
(397,045) |
(3,145,857) |
(397,045) | |||||||
Sales Hedge - transfer to profit or loss |
19.4(a.i) |
1,022,782 |
1,022,830 |
1,022,782 |
1,022,830 | |||||||
Income tax and social contribution on exchange variation |
|
721,845 |
(212,767) |
721,845 |
(212,767) | |||||||
Exchange variation of foreign sales hedge - Braskem Idesa |
19.4(a.ii) |
16,681 |
472,717 |
12,511 |
354,538 | |||||||
Sales Hedge - transfer to profit or loss - Braskem Idesa |
19.4(a.ii) |
236,570 |
163,696 |
177,427 |
122,772 | |||||||
Income tax on exchange variation - Braskem Idesa |
(75,975) |
(190,924) |
(56,981) |
(143,193) | ||||||||
(1,223,954) |
858,507 |
(1,268,273) |
747,135 | |||||||||
Foreign subsidiaries currency translation adjustment |
801,223 |
(602) |
946,342 |
51,445 | ||||||||
|
|
|
| |||||||||
Total |
(522,297) |
1,263,457 |
(434,172) |
1,192,831 | ||||||||
Items that will not be reclassified to profit or loss |
||||||||||||
Defined benefit plan actuarial loss, net of taxes |
(1,569) |
(8,654) |
(1,569) |
(8,654) | ||||||||
Long term incentive plan, net of taxes |
6,406 |
|
6,406 |
| ||||||||
Loss on investments |
(65) |
|
(65) |
| ||||||||
Total |
4,772 |
(8,654) |
4,772 |
(8,654) | ||||||||
Total comprehensive income for the year |
2,389,685 |
5,388,124 |
2,437,275 |
5,267,167 | ||||||||
Attributable to: |
||||||||||||
Company's shareholders |
2,437,275 |
5,267,167 |
||||||||||
Non-controlling interest in Braskem Idesa |
(47,590) |
120,957 |
||||||||||
|
|
|||||||||||
Total comprehensive income for the year |
2,389,685 |
5,388,124 |
The notes are an integral part of the financial statements.
4
Braskem S.A.
Statement of changes in equity
All amounts in thousands of reais
Consolidated | |||||||||||||||||||||||||
Attributed to shareholders' interest |
|||||||||||||||||||||||||
Revenue reserves |
Total |
||||||||||||||||||||||||
Additional |
Equity |
Braskem |
Non-controlling |
Total | |||||||||||||||||||||
Capital |
Legal |
Tax |
Retention |
dividends |
valuation |
Treasury |
Retained |
shareholders' |
interest in |
shareholders' | |||||||||||||||
Note |
Capital |
reserve |
reserve |
incentive |
of profits |
proposed |
adjustments |
shares |
earnings |
interest |
subsidiaries |
equity | |||||||||||||
At December 31, 2016 |
8,043,222 |
|
232,430 |
|
229,992 |
|
604,624 |
|
|
(6,321,859) |
|
(49,819) |
|
|
|
2,738,590 |
|
(1,017,880) |
|
1,720,710 | |||||
Comprehensive income for the year: |
|
|
|||||||||||||||||||||||
Profit for the year |
4,082,990 |
4,082,990 |
50,331 |
4,133,321 | |||||||||||||||||||||
Exchange variation of foreign sales hedge, net of taxes |
747,135 |
747,135 |
111,372 |
858,507 | |||||||||||||||||||||
Fair value of cash flow hedge, net of taxes |
394,251 |
394,251 |
11,301 |
405,552 | |||||||||||||||||||||
Foreign subsidiaries currency translation adjustment |
51,445 |
51,445 |
(52,047) |
(602) | |||||||||||||||||||||
1,192,831 |
4,082,990 |
5,275,821 |
120,957 |
5,396,778 | |||||||||||||||||||||
Equity valuation adjustments: |
|||||||||||||||||||||||||
Realization of additional property, plant and equipment price-level restatement, net of taxes |
(26,847) |
26,847 |
|||||||||||||||||||||||
Realization of deemed cost of jointly-controlled investment, net of taxes |
(963) |
963 |
|||||||||||||||||||||||
Actuarial loss with post-employment benefits, net of taxes |
(8,654) |
|
(8,654) |
(8,654) | |||||||||||||||||||||
(36,464) |
|
27,810 |
(8,654) |
(8,654) | |||||||||||||||||||||
Contributions and distributions to shareholders: |
| ||||||||||||||||||||||||
Lapsed dividends |
482 |
482 |
482 | ||||||||||||||||||||||
Tax incentive reserve |
71,745 |
(71,745) |
|
| |||||||||||||||||||||
Prepaid dividends |
(1,000,000) |
(1,000,000) |
(1,000,000) | ||||||||||||||||||||||
Legal reserve |
204,150 |
(204,150) |
|||||||||||||||||||||||
Additional dividends proposed |
|
1,500,000 |
(1,500,000) |
||||||||||||||||||||||
Retained earnings |
1,335,387 |
|
(1,335,387) |
||||||||||||||||||||||
Goodwill on the acquisition of a subsidiary under common control |
(488,388) |
|
(488,388) |
|
(488,388) | ||||||||||||||||||||
Non-controlling interest in subsidiaries |
|
69,422 |
69,422 | ||||||||||||||||||||||
204,150 |
71,745 |
1,335,387 |
1,500,000 |
(488,388) |
|
(4,110,800) |
(1,487,906) |
69,422 |
(1,418,484) | ||||||||||||||||
At December 31, 2017 |
8,043,222 |
232,430 |
434,142 |
71,745 |
1,940,011 |
1,500,000 |
(5,653,880) |
(49,819) |
|
6,517,851 |
(827,501) |
5,690,350 | |||||||||||||
Comprehensive income for the year: |
|||||||||||||||||||||||||
Profit for the year |
|
2,866,675 |
2,866,675 |
40,535 |
2,907,210 | ||||||||||||||||||||
Exchange variation of foreign sales hedge, net of taxes |
(1,268,273) |
(1,268,273) |
44,319 |
(1,223,954) | |||||||||||||||||||||
Fair value of cash flow hedge, net of taxes |
(112,241) |
(112,241) |
12,675 |
(99,566) | |||||||||||||||||||||
Foreign currency translation adjustment |
946,342 |
946,342 |
(145,119) |
801,223 | |||||||||||||||||||||
(434,172) |
2,866,675 |
2,432,503 |
(47,590) |
2,384,913 | |||||||||||||||||||||
Equity valuation adjustments: |
|||||||||||||||||||||||||
Realization of additional property, plant and equipment price-level restatement, net of taxes |
(26,717) |
26,717 |
|||||||||||||||||||||||
Realization of deemed cost of jointly-controlled investment, net of taxes |
(962) |
962 |
|||||||||||||||||||||||
Actuarial gains post-employment benefits of subsidiaries , net of taxes |
(1,569) |
(1,569) |
|
(1,569) | |||||||||||||||||||||
Long term incentive plan, net of taxes |
6,406 |
6,406 |
133 |
6,539 | |||||||||||||||||||||
Fair value adjustments of trade accounts receivable |
(449) |
(449) |
|
(449) | |||||||||||||||||||||
(23,291) |
|
27,679 |
4,388 |
133 |
4,521 | ||||||||||||||||||||
Contributions and distributions to shareholders: |
|
| |||||||||||||||||||||||
Prescribed dividends |
460 |
460 |
|
460 | |||||||||||||||||||||
Additional dividends approved in the boar meeting |
25(e.2) |
(1,500,000) |
(73) |
(1,500,073) |
(1,396) |
(1,501,469) | |||||||||||||||||||
Reversal of fiscal incentive |
|
130 |
|||||||||||||||||||||||
Legal reserve |
25(e.1) |
143,334 |
(143,334) |
||||||||||||||||||||||
Tax incentive reserve |
25(e.1) |
81,863 |
(81,863) |
||||||||||||||||||||||
Mandatory minimum dividends |
25(e.1) |
(667,419) |
(667,419) |
(667,419) | |||||||||||||||||||||
Additional dividends proposed |
25(e.1) |
|
2,002,255 |
(2,002,255) |
|
| |||||||||||||||||||
Loss on investments |
(65) |
(65) |
65 |
| |||||||||||||||||||||
Sale of investments |
(111) |
(111) | |||||||||||||||||||||||
143,334 |
81,733 |
|
502,255 |
(65) |
|
(2,894,354) |
(2,167,097) |
(1,442) |
(2,168,539) | ||||||||||||||||
At December 31, 2018 |
8,043,222 |
232,430 |
577,476 |
153,478 |
1,940,011 |
2,002,255 |
(6,111,408) |
(49,819) |
|
6,787,645 |
(876,400) |
5,911,245 |
The notes are an integral part of the financial statements.
5
Braskem S.A.
Statement of changes in equity
All amounts in thousands of reais
Parent company | |||||||||||||||||||||
Attributed to shareholders' interest |
|||||||||||||||||||||
Revenue reserves |
Total | ||||||||||||||||||||
Additional |
Equity |
Braskem | |||||||||||||||||||
Capital |
Legal |
Tax |
Retention |
dividends |
valuation |
Treasury |
Retained |
shareholders' | |||||||||||||
Note |
Capital |
reserve |
reserve |
incentive |
of profits |
proposed |
adjustments |
shares |
earnings |
interest | |||||||||||
At December 31, 2016 |
8,043,222 |
|
232,430 |
|
229,992 |
|
|
604,624 |
|
|
|
(6,321,859) |
|
(927) |
|
|
|
2,787,482 | |||
Comprehensive income for the year: |
|||||||||||||||||||||
Profit for the year |
|
|
4,082,990 |
4,082,990 | |||||||||||||||||
Exchange variation of foreign sales hedge, net of taxes |
747,135 |
747,135 | |||||||||||||||||||
Fair value of cash flow hedge, net of taxes |
394,251 |
394,251 | |||||||||||||||||||
Foreign subsidiaries currency translation adjustment |
|
|
|
51,445 |
51,445 | ||||||||||||||||
|
|
|
|
|
|
1,192,831 |
4,082,990 |
5,275,821 | |||||||||||||
Equity valuation adjustments: |
|||||||||||||||||||||
Realization of additional property, plant and equipment price-level restatement, net of taxes |
(26,847) |
26,847 |
|||||||||||||||||||
Realization of deemed cost of jointly-controlled investment, net of taxes |
(963) |
963 |
|||||||||||||||||||
Actuarial loss with post-employment benefits, net of taxes |
(8,654) |
|
(8,654) | ||||||||||||||||||
(36,464) |
27,810 |
(8,654) | |||||||||||||||||||
Contributions and distributions to shareholders: |
| ||||||||||||||||||||
Lapsed dividends |
482 |
482 | |||||||||||||||||||
Addition by merger of subsidiary |
(48,892) |
|
(48,892) | ||||||||||||||||||
Goodwill on the acquisition of a subsidiary under common control |
(488,388) |
|
(488,388) | ||||||||||||||||||
Tax incentive reserve |
71,745 |
(71,745) |
| ||||||||||||||||||
Prepaid dividends |
(1,000,000) |
(1,000,000) | |||||||||||||||||||
Legal reserve |
204,150 |
(204,150) |
| ||||||||||||||||||
Additional dividends proposed |
|
1,500,000 |
(1,500,000) |
| |||||||||||||||||
Retained earnings |
|
1,335,387 |
|
(1,335,387) |
| ||||||||||||||||
204,150 |
71,745 |
1,335,387 |
1,500,000 |
(488,388) |
(48,892) |
(4,110,800) |
(1,536,798) | ||||||||||||||
At December 31, 2017 |
8,043,222 |
232,430 |
434,142 |
71,745 |
1,940,011 |
1,500,000 |
(5,653,880) |
(49,819) |
|
6,517,851 | |||||||||||
Comprehensive income for the year: |
|||||||||||||||||||||
Profit for the year |
|
2,866,675 |
2,866,675 | ||||||||||||||||||
Exchange variation of foreign sales hedge, net of taxes |
(1,268,273) |
(1,268,273) | |||||||||||||||||||
Fair value of cash flow hedge, net of taxes |
(112,241) |
(112,241) | |||||||||||||||||||
Foreign currency translation adjustment |
946,342 |
946,342 | |||||||||||||||||||
(434,172) |
2,866,675 |
2,432,503 | |||||||||||||||||||
Equity valuation adjustments: |
|||||||||||||||||||||
Realization of additional property, plant and equipment price-level restatement, net of taxes |
(26,717) |
26,717 |
|||||||||||||||||||
Realization of deemed cost of jointly-controlled investment, net of taxes |
(962) |
962 |
|||||||||||||||||||
Actuarial gains post-employment benefits of subsidiaries , net of taxes |
(1,569) |
(1,569) | |||||||||||||||||||
Long term incentive plan, net of taxes |
6,406 |
6,406 | |||||||||||||||||||
Fair value adjustments of trade accounts receivable |
(449) |
(449) | |||||||||||||||||||
(23,291) |
27,679 |
4,388 | |||||||||||||||||||
Contributions and distributions to shareholders: |
| ||||||||||||||||||||
Prescribed dividends |
460 |
460 | |||||||||||||||||||
Additional dividends approved in the boar meeting |
25(e.2) |
(1,500,000) |
(73) |
(1,500,073) | |||||||||||||||||
Reversal of fiscal incentive |
(130) |
|
130 |
||||||||||||||||||
Legal reserve |
25(e.1) |
143,334 |
(143,334) |
||||||||||||||||||
Tax incentive reserve |
25(e.1) |
81,863 |
(81,863) |
||||||||||||||||||
Mandatory minimum dividends |
25(e.1) |
(667,419) |
(667,419) | ||||||||||||||||||
Additional dividends proposed |
25(e.1) |
2,002,255 |
(2,002,255) |
| |||||||||||||||||
Loss on investments |
|
(65) |
|
(65) | |||||||||||||||||
143,334 |
81,733 |
502,255 |
(65) |
(2,894,354) |
(2,167,097) | ||||||||||||||||
At December 31, 2018 |
8,043,222 |
232,430 |
577,476 |
153,478 |
1,940,011 |
2,002,255 |
(6,111,408) |
(49,819) |
|
6,787,645 |
The notes are an integral part of the financial statements.
6
Braskem S.A.
Statement of cash flows
Years ended December 31
All amounts in thousands of reais
Consolidated |
Parent company | |||||||||
Note |
2018 |
2017 |
2018 |
2017 | ||||||
0 |
||||||||||
Profit before income tax and social contribution and |
3,652,501 |
5,416,713 |
3,001,188 |
4,688,646 | ||||||
Adjustments for reconciliation of profit |
||||||||||
Depreciation, amortization and depletion |
2,990,577 |
2,928,855 |
1,968,751 |
1,880,065 | ||||||
Results from equity investments |
12(c) |
888 |
(39,956) |
(2,773,148) |
(2,441,996) | |||||
Interest foreign exchange gain/losses |
5,989,904 |
3,697,714 |
2,562,552 |
2,711,904 | ||||||
Gain from divestment in subsidiary |
|
(276,816) |
|
(276,366) | ||||||
PIS and COFINS credits - exclusion of ICMS from the calculation basis |
10(c) |
(519,830) |
|
(519,830) |
| |||||
Provision for losses and write-offs of long-lived assets |
72,470 |
213,184 |
60,316 |
184,470 | ||||||
|
|
|
| |||||||
12,186,510 |
11,939,694 |
4,299,829 |
6,746,723 | |||||||
Changes in operating working capital |
||||||||||
Trade accounts receivable |
130,113 |
(1,598,392) |
1,138,730 |
1,685,243 | ||||||
Inventories |
(1,537,290) |
(1,557,902) |
(1,182,221) |
(829,586) | ||||||
Taxes recoverable |
1,022,242 |
471,362 |
531,279 |
205,657 | ||||||
Prepaid expenses |
(105,163) |
(30,521) |
(63,016) |
(19,460) | ||||||
Other receivables |
(242,691) |
25,802 |
27,085 |
75,230 | ||||||
Trade payables |
1,343,375 |
(1,435,775) |
(i) |
(8,257,524) |
3,724,398 | |||||
Taxes payable |
(977,248) |
(217,583) |
(313,996) |
(28,908) | ||||||
Advances from customers |
(199,958) |
(13,512) |
(54,302) |
157,033 | ||||||
Leniency agreement |
23.3(a) |
(330,006) |
(1,343,803) |
(267,985) |
(942,905) | |||||
Sundry provisions |
(116,458) |
194,596 |
(123,107) |
152,779 | ||||||
Other payables |
833,227 |
55,541 |
53,674 |
(150,659) | ||||||
|
|
|
| |||||||
Cash from operations |
12,006,653 |
6,489,507 |
(4,211,554) |
10,775,545 | ||||||
Financial investments |
98,349 |
(953,228) |
(330,542) |
(1,014,032) | ||||||
Cash generated (used) from operations and handling of financial investments |
12,105,002 |
5,536,279 |
(4,542,096) |
9,761,513 | ||||||
Interest paid |
(1,916,801) |
(2,154,053) |
(253,045) |
(827,839) | ||||||
Income tax and social contribution paid |
(937,831) |
(920,606) |
(314,860) |
(363,617) | ||||||
|
|
|
| |||||||
Net cash generated (used) by operating activities |
9,250,370 |
2,461,620 |
(5,110,001) |
8,570,057 | ||||||
Proceeds from the sale of fixed assets |
95,133 |
39,660 |
15,318 |
39,245 | ||||||
Proceeds from the sale of investments |
1(a) |
81,000 |
450,000 |
81,000 |
449,550 | |||||
Funds received in the investments' capital reduction |
2,254 |
2,254 |
| |||||||
Dividends received |
41,791 |
46,829 |
||||||||
Effect in the merger of cash in subsidiaries |
|
31,779 | ||||||||
Additions to investments in subsidiaries |
(608,181) |
(1,149) |
(610,000) | |||||||
Acquisitions to property, plant and equipment and intangible assets |
(2,706,328) |
(2,273,197) |
(1,608,685) |
(1,379,547) | ||||||
Premium in the dollar put option |
(2,167) |
(14,683) |
(2,167) |
(14,683) | ||||||
|
|
|
| |||||||
Net cash used in investing activities |
(2,488,317) |
(2,406,401) |
(1,466,600) |
(1,483,656) | ||||||
Short-term and Long-term debt |
||||||||||
Acquired |
4,301,626 |
8,492,341 |
2,332,137 |
2,077,328 | ||||||
Payments |
(6,592,197) |
(8,779,091) |
(3,636,549) |
(7,241,734) | ||||||
Derivative transactions |
||||||||||
Payments |
(810,279) |
(810,279) | ||||||||
Braskem Idesa borrowings |
||||||||||
Acquired |
187,959 |
|||||||||
Payments |
(812,929) |
(1,080,502) |
||||||||
Related parties |
||||||||||
Acquired |
(ii) |
11,702,416 |
3,941,614 | |||||||
Payments |
(2,259,289) |
(5,662,812) | ||||||||
Dividends paid |
(1,499,900) |
(998,893) |
(1,498,446) |
(998,893) | ||||||
|
|
|
| |||||||
Net cash generated (used) in financing activities |
(4,603,400) |
(2,988,465) |
6,640,269 |
(8,694,776) | ||||||
Exchange variation on cash of foreign subsidiaries |
(386,109) |
6,475 |
|
| ||||||
|
|
|
| |||||||
Increase (decrease) in cash and cash equivalents |
1,772,544 |
(2,926,771) |
63,668 |
(1,608,375) | ||||||
Represented by |
||||||||||
Cash and cash equivalents at the beginning of the year |
3,775,093 |
6,701,864 |
1,953,056 |
3,561,431 | ||||||
Cash and cash equivalents at the end of the year |
5,547,637 |
3,775,093 |
2,016,724 |
1,953,056 | ||||||
|
|
|
| |||||||
Increase (decrease) in cash and cash equivalents |
1,772,544 |
(2,926,771) |
63,668 |
(1,608,375) |
(i) Settlement of past-due trade payables of a subsidiary abroad (Note 9(b.i));
(ii) Funding via export prepayment facilities with a subsidiary abroad (Note 9(b.ii)).
The notes are an integral part of the financial statements.
7
Braskem S.A.
Statement of value added
Years ended December 31
All amounts in thousands of reais
Consolidated |
Parent company | ||||||||
2018 |
2017 |
2018 |
2017 | ||||||
Revenue |
68,923,212 |
58,000,752 |
52,337,732 |
45,303,874 | |||||
Sale of goods, products and services |
68,255,566 |
57,958,099 |
52,058,524 |
45,351,039 | |||||
Other income (expenses), net |
567,793 |
1,202 |
175,675 |
(82,722) | |||||
Reversal for doubtful accounts |
99,853 |
41,451 |
103,533 |
35,557 | |||||
Inputs acquired from third parties |
(51,627,620) |
(41,147,077) |
(41,169,403) |
(34,116,843) | |||||
Cost of products, goods and services sold |
(48,993,132) |
(38,845,377) |
(39,264,041) |
(32,523,499) | |||||
Material, energy, outsourced services and others |
(2,574,232) |
(2,237,835) |
(1,870,741) |
(1,539,920) | |||||
Impairment of assets |
(60,256) |
(63,865) |
(34,621) |
(53,424) | |||||
Gross value added |
17,295,592 |
16,853,675 |
11,168,329 |
11,187,031 | |||||
Depreciation, amortization and depletion |
(2,990,577) |
(2,928,855) |
(1,968,751) |
(1,880,065) | |||||
Net value added produced by the Company |
14,305,015 |
13,924,820 |
9,199,578 |
9,306,966 | |||||
Value added received in transfer |
1,856,981 |
652,527 |
3,732,033 |
2,996,197 | |||||
Results from equity investments |
(888) |
48,832 |
2,773,148 |
2,450,872 | |||||
Financial income |
1,857,793 |
603,630 |
958,809 |
545,262 | |||||
Other |
76 |
65 |
76 |
63 | |||||
Total value added to distribute |
16,161,996 |
14,577,347 |
12,931,611 |
12,303,163 | |||||
Personnel |
1,565,468 |
1,421,214 |
1,095,354 |
1,018,832 | |||||
Direct compensation |
1,239,606 |
1,147,158 |
839,297 |
801,083 | |||||
Benefits |
263,294 |
212,815 |
191,320 |
154,876 | |||||
FGTS (Government Severance Pay Fund) |
62,568 |
61,241 |
64,737 |
62,873 | |||||
Taxes, fees and contribuitions |
4,925,801 |
4,232,072 |
4,273,176 |
3,511,778 | |||||
Federal |
2,235,453 |
2,214,611 |
1,616,053 |
1,569,651 | |||||
State |
2,639,015 |
1,995,068 |
2,639,015 |
1,928,530 | |||||
Municipal |
51,333 |
22,393 |
18,108 |
13,597 | |||||
Remuneration on third parties' capital |
6,763,517 |
4,790,740 |
4,696,406 |
3,689,563 | |||||
Financial expenses |
6,495,041 |
4,545,979 |
4,478,761 |
3,487,287 | |||||
Rentals |
268,476 |
244,761 |
217,645 |
202,276 | |||||
Remuneration on own capital |
2,907,210 |
4,133,321 |
2,866,675 |
4,082,990 | |||||
Profit for the year |
2,866,675 |
3,074,114 |
2,866,675 |
3,074,114 | |||||
Dividends |
|
1,000,000 |
1,000,000 | ||||||
Non-controlling interest in subsidiaries |
40,535 |
50,331 |
| ||||||
Discontinued operations results |
|
8,876 |
8,876 | ||||||
|
|
| |||||||
Value added distributed |
16,161,996 |
14,577,347 |
12,931,611 |
12,303,163 |
The notes are an integral part of the financial statements.
8
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
1 Operations
Braskem S.A. (hereinafter “Parent Company”) is a public corporation headquartered in Camaçari, Bahia (“BA”), which jointly with its subsidiaries (hereinafter “Braskem” or “Company”), is controlled by Odebrecht S.A. (“Odebrecht”), which directly and indirectly holds interests of 50.11% and 38.32% in its voting and total capital, respectively. The Company operates in industrial units in Brazil, the United States, Germany and Mexico. These units produce thermoplastic resins – polyethylene (“PE”), polypropylene (“PP”) and polyvinyl chloride (“PVC”), as well as basic petrochemicals.
Braskem is also engaged in the manufacture, trading, import and export of chemicals, petrochemicals and fuels, the production, supply and sale of utilities such as steam, water, compressed air, industrial gases, as well as the provision of industrial services and the production, supply and sale of electric energy for its own use and use by other companies. Braskem also invests in other companies, either as equity method investees or associates.
As per the Material Fact notice dated June 15, 2018, Braskem was informed by Odebrecht S.A., of the start of negotiations with LyondellBasell, a publicly held corporation based in Rotterdam, for a potential transaction involving the transfer to LyondellBasell of the totality of Odebrecht S.A. ’s interest in Braskem. Such negotiations are ongoing.
(a) Significant corporate and operating events impacting these financial statements
In April 2018, the Company received the amount of R$81,000, adjusted by inflation, related to the outstanding balance of the R$100 million provided for in the sale made, in 2017, of the subsidiaries Quantiq Distribuidora Ltda and IQAG Armazéns Gerais Ltda. The difference between the expected amount and the received amount was recognized in the second quarter of 2018 in the line “Other income (expenses), net,” in the amount of R$19,558, resulted from an adjustment provided in the agreement.
2 Summary of significant accounting policies
Except for the changes that occurred with the adoption of the new standards (Note 2.3), accounting practices were applied consistently in the preparation of these financial statements and are described in the respective notes.
2.1 Basis of preparation and presentation of the financial statements
The financial statements have been prepared under the historical cost convention and were adjusted, when required, to reflect the fair value of assets and liabilities.
The preparation of financial statements requires the use of certain estimates. It also requires Management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
The issue of these financial statements was authorized by the Executive Board on March 11, 2019.
2.1.1 Consolidated financial statements
The consolidated financial statements were prepared and presented in accordance with accounting practices adopted in Brazil, including the standards issued by the Brazilian Accounting Pronouncements Committee (“CPC”), and in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).
9
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
All relevant information pertaining exclusively to these financial statements is presented herein and corresponds to the information used by the Management of the Company.
The individual and consolidated Statement of Value Added (“DVA”) was prepared in accordance with CPC 09 and is required under Brazilian Corporation Law and under the accounting practices adopted in Brazil for public companies. IFRS does not require the presentation of this statement.
(a) Consolidation
The consolidated financial statements comprise the financial statements of the Parent Company and the following entities:
|
|
|
|
Total and voting interest - % |
|
| ||
|
|
|
|
Headquarters |
|
2018 |
|
2017 |
Direct and Indirect subsidiaries |
|
|
|
|
|
|
|
|
BM Insurance Company Limited ("BM Insurance") |
|
(i) |
|
Bermuda |
|
100.00 |
|
|
Braskem America Finance Company ("Braskem America Finance") |
|
|
|
EUA |
|
100.00 |
|
100.00 |
Braskem America, Inc. (“Braskem America”) |
|
|
|
EUA |
|
100.00 |
|
100.00 |
Braskem Argentina S.A. (“Braskem Argentina”) |
|
|
|
Argentina |
|
100.00 |
|
100.00 |
Braskem International GmbH ("Braskem Austria") |
|
(ii) |
|
Austria |
|
|
|
100.00 |
Braskem Europe GmbH ("Braskem Alemanha") |
|
|
|
Germany |
|
100.00 |
|
100.00 |
Braskem Finance Limited (“Braskem Finance”) |
|
|
|
Cayman Islands |
|
100.00 |
|
100.00 |
Braskem Idesa S.A.P.I. ("Braskem Idesa") |
|
|
|
Mexico |
|
75.00 |
|
75.00 |
Braskem Idesa Servicios S.A. de CV ("Braskem Idesa Serviços") |
|
|
|
Mexico |
|
75.00 |
|
75.00 |
Braskem Incorporated Limited ("Braskem Inc") |
|
|
|
Cayman Islands |
|
100.00 |
|
100.00 |
Braskem Mexico Proyectos S.A. de C.V. SOFOM ("Braskem México Sofom") |
|
|
|
Mexico |
|
100.00 |
|
100.00 |
Braskem Mexico, S. de RL de CV ("Braskem México") |
|
|
|
Mexico |
|
100.00 |
|
100.00 |
Braskem Mexico Servicios S. RL de CV ("Braskem México Serviços") |
|
|
|
Mexico |
|
100.00 |
|
100.00 |
Braskem Netherlands B.V. ("Braskem Holanda") |
|
|
|
Netherlands |
|
100.00 |
|
100.00 |
Braskem Netherlands Finance B.V. (“Braskem Holanda Finance”) |
|
|
Netherlands |
|
100.00 |
|
100.00 | |
Braskem Netherlands Inc. B.V. (“Braskem Holanda Inc”) |
|
|
Netherlands |
|
100.00 |
|
100.00 | |
Braskem Petroquímica Chile Ltda. (“Braskem Chile”) |
|
|
Chile |
|
100.00 |
|
100.00 | |
Cetrel S.A. ("Cetrel") |
|
|
Brazil |
|
63.66 |
|
63.66 | |
Distribuidora de Água Camaçari S.A. ("DAC") |
|
|
Brazil |
|
63.66 |
|
63.66 | |
Lantana Trading Co. Inc. (“Lantana”) |
|
|
Bahamas |
|
100.00 |
|
100.00 | |
|
|
|
|
|
||||
Specific Purpose Entity ("SPE") |
|
|
|
|
||||
Fundo de Investimento Caixa Júpiter Multimercado Crédito Privado Longo Prazo ("FIM Júpiter") |
|
Brazil |
|
100.00 |
|
100.00 | ||
Fundo de Investimento Santander Netuno Multimercado Crédito Privado Longo Prazo ("FIM Netuno") |
(iii) |
|
Brazil |
|
100.00 |
|
| |
(i) Created in October, 2018.
(ii) Terminated in June, 2018.
(iii) Multi-asset fund created in December, 2018.
10
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
2.1.2 Parent company financial statements
The financial statements have been prepared in accordance with accounting practices adopted in Brazil, following the provisions in Federal Law 6,404/76, and subsequent amendments, and the standards issued by CPC, and are disclosed together with the consolidated financial statements.
2.2 Functional and foreign currency
(a) Functional and presentation currency
The functional currency of the Company is the real. The presentation currency is also real, except as otherwise stated.
(b) Functional currency other than the Brazilian real
Certain subsidiaries have a different functional currency from that of the Parent Company, as follows:
Functional currency | |||
Subsidiaries |
|||
Braskem Alemanha |
|
Euro | |
BM Insurance, Braskem America, Braskem America Finance, Braskem Holanda, |
|
U.S.dollar | |
Braskem Idesa , Braskem Idesa Serviços, Braskem México and Braskem México Serviços |
|
Mexican peso |
The other subsidiaries adopt the Brazilian real as functional currency.
(c) Exchange variation effects
The effects from exchange variation on the Company’s transactions are mainly due to the variation in the rates of the following currencies:
End of period rate at December 31 |
Average rate | ||||||||||
2018 |
2017 |
Variation |
2018 |
2017 |
Variation | ||||||
U.S. dollar - Brazilizan real |
3.8748 |
3.3080 |
17.13% |
3.6558 |
3.1925 |
14.51% | |||||
Euro - Brazilizan real |
4.4390 |
3.9693 |
11.83% |
4.3094 |
3.6089 |
19.41% | |||||
Mexican peso - Brazilizan real |
0.1972 |
0.1681 |
17.31% |
0.1901 |
0.1694 |
12.24% | |||||
U.S. dollar - Mexican peso |
19.6655 |
19.6890 |
-0.12% |
19.2363 |
18.9142 |
1.70% | |||||
U.S. dollar - Euro |
0.8729 |
0.8464 |
3.13% |
0.8471 |
0.8871 |
-4.50% |
2.3 Changes in key accounting policies
The Company adopted “CPC 47 / IFRS 15 – Revenue from Contracts with Customers” and “CPC 48 / IFRS 9 – Financial Instruments” as of January 1, 2018.
Due to the transition methods chosen by the Company to apply these accounting standards, the comparative information throughout these financial statements has not been restated to reflect the requirements of the new standards.
11
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
The effects from the adoption of these standards are mainly due to the following:
· Change in the impairment calculation methodology in accordance with CPC 48 / IFRS 9 (Note 7).
· Presentation of the variable considerations (bonuses) deducted directly from gross revenue (Note 27);
· Change in the classification and measurement of financial assets (Note 2.3(a.2.i));
· Change in the accounting of operations involving dollar put and call options designated for hedge accounting (Note 19.3.1(a.i)).
(a.1) CPC 47 / IFRS 15 – Revenue from Contracts with Customers
CPC 47 / IFRS 15 introduces a comprehensive framework to determine if and when revenue must be recognized, and by how much the revenue is measured. CPC 48 / IFRS 15 replaces the standards CPC 30 / IAS 18 – Revenue.
The Company adopted CPC 47 / IFRS 15 using the cumulative effect method, with initial application of the standard on the initial date (i.e., January 1, 2018). As a result, the Company did not apply the requirements of CPC 47 / IFRS 15 to the comparative period reported (2017).
The Company did not incur significant changes at the time or when measuring its sales revenue for the performance obligations identified, which are:
· Delivery of goods sold – the performance obligation ends when the ownership of the good is transferred to the client. For the Company, there was no difference between CPC 30 / IAS 18 – Revenue and CPC 47 / IFRS 15 upon recognition of the revenue associated with this performance obligation.
· Contracting freight to deliver goods – the performance obligation of the Company to contract freight to deliver the goods sold ends when the service is completed. The Company did not change the time of recognition, and continues to recognize at the end of the delivery of goods sold. The Company consider immaterial on its profit and loss any change in the time of recognition the performance obligation associated with freight.
The Company adopts the practice of contracting with certain clients bonuses for achieving sales targets. For clients which the Company expects will meet such targets and accordingly will receive a bonus are accrued the amounts due on a monthly basis. This provision, which until December 31, 2017 was recognized as a deduction from sales revenue, is presented, as of January 1, 2018, as a deduction from gross revenue.
The Company considers commercial discounts included on client invoices as part of the fair value of the revenue recognized, according to that established the accounting standard (CPC 30 / IAS 18) applicable until December 31, 2017. Therefore, the commercial discounts included on client invoices did not result in any changes as a result of adoption or measurement of its accounting recognition in accordance with CPC 48 / IFRS 15.
12
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(a.2) CPC 48 / IFRS 9 – Financial Instruments
CPC 48 / IFRS 9 – Financial Instruments establishes requirements for recognition and measurement of financial assets, liabilities and some contracts to buy or sell non-financial items. This standard replaces CPC 38/IAS 39 – Financial Instruments: Recognition and Measurement.
(a.2.i) Classification – Financial Assets
CPC 48 / IFRS 9 has a new approach for the classification and measurement of financial assets that reflects the business model in which assets are managed and its cash flow characteristics.
CPC 48 / IFRS 9 has three main classification categories for financial assets: measured at amortized cost (“AC”), at fair value through other comprehensive income (“FVTOCI”) and at fair value through profit and loss (“FVTPL”). The standard eliminates IAS 39 classifications of held-to-maturity, loans and receivables and available-for-sale. CPC 48 / IFRS 9 requires the classification of financial assets based on the business model of the entity for managing their financial assets.
Pursuant to CPC 48 / IFRS 9, embedded derivatives in contracts where the host is a financial asset under the standard’s scope are never separated. Instead, the hybrid financial instrument is assessed in its entirety for classification.
Based on its assessment, the Company did not have a relevant impact on the accounting of its financial investments resulting from new requirements of CPC 48 / IFRS9. However, because some trade accounts receivables are sold to financial institutions and derecognized before the maturity date (Note 7), the Company classified part of its trade accounts receivables that could be sold at fair value under FVTOCI. The effect of this new classification on January 1, 2018 was R$601.
The following table and corresponding notes explain the original measurement categories, in accordance with CPC 38 / IAS 39 and the new categories of measurement in accordance with CPC 48 / IFRS 9, for each class of financial asset on January 1, 2018.
13
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
The effect from the adoption of CPC 48 / IFRS 9 on the accounting balance of financial assets as of January 1, 2018 is related to the following:
(i) New impairment calculation methodology
(ii) Calculation of the fair value for receivables that, in accordance with the Company’s Business Model, may be sold before their maturities.
Classification by category |
Book value | |||||||
CPC 38 / IAS 39 |
CPC 48 / IFRS 9 |
CPC 38 / IAS 39 |
CPC 48 / IFRS 9 | |||||
Cash and cash equivalents |
||||||||
Cash and banks |
Loans and receivables |
Amortized cost |
1,428,766 |
1,428,766 | ||||
Financial investments in Brazil |
Loans and receivables |
Fair value through profit or loss |
1,706,784 |
1,706,784 | ||||
Financial investments abroad |
Held-for-trading |
Fair value through profit or loss |
639,543 |
639,543 | ||||
3,775,093 |
3,775,093 | |||||||
Financial investments |
||||||||
LFT's and LF's |
Held-for-trading |
Fair value through profit or loss |
1,816,889 |
1,816,889 | ||||
Time deposit investments |
Loans and receivables |
Amortized cost |
440,616 |
440,616 | ||||
Time deposit investments |
Held-for-trading |
Fair value through profit or loss |
15,764 |
15,764 | ||||
Other |
Held-for-trading |
Fair value through profit or loss |
39,739 |
39,739 | ||||
2,313,008 |
2,313,008 | |||||||
Trade accounts receivable |
Loans and receivables |
Amortized cost |
3,244,851 |
3,235,463 | ||||
Trade accounts receivable |
Loans and receivables |
Fair value through other comprehensive income |
73,841 |
73,240 | ||||
Derivatives |
Financial assets measured at fair value |
Fair value through profit or loss |
74,378 |
74,378 |
(a.2.ii) Impairment – Financial and Contractual Assets
CPC 48/IFRS 9 replaced the “incurred loss” model from CPC 38 / IAS 39 for a prospective model of "expected credit losses." This requires a relevant judgment regarding the way in which changes in economic factors affect the expected credit losses, which are determined based on weighted probabilities.
The new expected losses model will apply to financial assets measured at AC or FVTPL, excluding investments in equity instruments and contractual assets.
According to CPC 48 / IFRS 9, provisions for expected losses are measured using one of the following bases:
· The 12-month expected credit losses, i.e. expected credit losses from possible default events within 12 months after the reporting date, and whose credit risk does not increase significantly since initial recognition; and
· The full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument). The measurement of these credit losses applies when the credit risk of a financial asset at the reporting date has increased significantly since initial recognition.
The Company’s assessment indicated that the adoption of the expected credit loss model as required by CPC 48 / IFRS 9 on January 1, 2018 in the amount of R$9,388, net of taxes.
The judgments of how changes in economic factors affect the expected credit losses of the Company are determined by stages that can be observed in Note 7.
14
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(a.2.iii) Hedge Accounting
CPC 48 / IFRS 9 requires that the Company ensure that hedge accounting relationships are aligned with the Company’s risk management objectives and strategies, and that a more qualitative and prospective approach is applied to assess hedge effectiveness. CPC 48 / IFRS 9 also introduces new requirements for rebalancing hedge relations and prohibits the voluntary discontinuation of hedge accounting.
Upon adopting CPC 48 / IFRS 9, the Company elected to account for changes to fair value of forward points separately, as hedge cost. Thus, as of January 1, 2018, these changes are recognized in other comprehensive income (loss) and accrued in a hedge cost reserve as a separate component in equity and subsequently accounted for in the same way as the cumulative gains or losses in the cash flow hedge reserve.
The types of hedge accounting relations presently designated by the Company meet the CPC 48 / IFRS 9 requirements and are aligned with the organization's risk management objective and strategy.
(a.2.iv) Transition
The changes to accounting policies stemming from the adoption of CPC 48 / IFRS 9 were applied prospectively, including:
(i) Allowed exemption to not restate comparative information from prior periods due to changes in classification and measurement financial instruments, including expected credit losses.
(ii) New requirements for hedge accounting.
(iii) The following assessments were made based on facts and circumstances in place on the adoption date:
· Determination of business model in which the financial asset is held.
· Designation and revoking of prior designations of specific financial assets and liabilities measured at FVTPL.
2.4 New or revised pronouncements that are not yet effective
(a) IFRS 16 / CPC 06 (R2) – Leases
This pronouncement replaces the previous standards on leases, including CPC 06 / IAS 17 – Leases and the corresponding interpretations, such as ICPC 03, IFRIC 4, SIC 15 and SIC 27.
The standard introduces a single and standardized model for the accounting of leases in the balance sheet of the lessees, in which it recognizesa right-of-use asset representing the right to use the leased asset and a lease liability that represents the obligation to pay the lease are recognized. Exemptions from recognition will be allowed for low-value and short-term contracts.
In addition, the expenses related to these leases are no longer linear operating lease expense, going in accordance with IFRS 16 to be a cost of depreciation of use rights assets and interest expense on lease obligations.
The definition of leasing includes all contracts that entitle the use and control of an identifiable asset, including lease contracts and, potentially, some components of service agreements.
The variable elements of the payments related to leases (e.g., a machinery and/or equipment rental contract with part of the payments based on the asset’s productivity) are not considered in the calculation of the liability, and are recorded as operating expenses.
15
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
The Company will make the transition using the modified retrospective approach, i.e., it will apply the requirements of the commercial lease standard to all existing agreements on the initial adoption date, i.e. January 1, 2019. Therefore, information and balances will not be restated for comparison purposes.
The new accounting standard provides practical expedients whose election is optional. The Company intends to adopt the following accounting policies during the transition:
· Not to revaluate whether the contract is or contains any lease on the initial adoption date. Instead, will apply CPC 06 (R2) to agreements that have been previously identified as leases, using CPC 06 (R2) (IAS 17) and ICPC 03 (IFRIC 4);
· Opt not to separate non-lease components from lease components, considering them, therefore, as a single lease component;
· Not to record contracts with terms above 12 months, that at the transition date, will end within 12 months as from the initial adoption date;
· Not to record low-value agreements (R$30 for the company in Brazil or US$10 for foreign subsidiares), in accordance with the policy defined by the Management.
· Exclude the initial costs with measuring the asset from the right of use on the initial adoption date;
· Use hindsight, such as determining the term of the lease, if the contract contains options to postpone or terminate the lease, among others; and
· Apply a single discount rate to the lease portfolio with reasonably similar characteristics (such as leases with similar remaining lease terms, for a similar class of underlying asset in a similar economic environment and similar financing currencies – “portfolios”).
16
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
In this context, the Company expects the initial adoption of CPC 06 (R2) / IFRS 16 to affect its financial statements and internal processes. The most significant impacts are related to:
(1) recognition of new assets of right-of-use assets and lease liabilities in the balance sheet;
(2) the disclosure of new significant information on lease activities.
The Company does not expect significant changes in lease activities in the period between the publication of these financial statements and the date of initial adoption.
The effects expected as of January 1, 2019 are as follows:
· Recognition of additional liabilities estimated between R$1,700,000 and R$1,900,000, as corresponding entries to the recognition of right-of-use assets. The amounts reflect the present value of the remaining minimum payments of the rent of existing operating leases;
· The agreements that are exempt from recognition because they are short term and/or low value amount to an annual operating expense of approximately R$85,000.
· Such recognition has no impact on the Company's results.
Furthermore, as of the reporting date of these Financial Statements, the Company is developing processes and controls to meet the new requirements.
(b) IFRIC 23 – Uncertainty on Income Tax Treatment (ICPC 22 – Uncertainty on Income Tax Treatments)
The new interpretation establishes requirements for recognition and measurement in situations where the Company has determined, during the process of calculating taxes on net income (income tax and social contribution), the use of tax treatments that could be construed as uncertain and, therefore, could be questioned by the tax authorities.
The management is assessing the impacts of this interpretation.
3 Application of critical estimates and judgments
Critical estimates and judgments are those that require the most difficult, subjective or complex judgments by management, usually as a result of the need to make estimates that affect issues that are inherently uncertain. Estimates and judgments are continually reassessed and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results can differ from planned results due to differences in the variables, assumptions or conditions used in making estimates.
The Company makes a series of other estimates that are presented in the respective notes, such as allowance for doubtful accounts and provision for repairing environmental damage.
In order to provide an understanding of the way the Company forms its judgments on future events, the variables and assumptions used in critical estimates are presented below:
3.1 Deferred income tax (“IR”) and social contribution (“CSL”)
The recognition and the amount of deferred taxes assets depend on the generation of future taxable income, which requires the use of an estimate related to the Company’s future performance. These estimates are included in the business plan, which is annually prepared by the Executive Board and submitted to the Board of Directors for approval. This plan uses as main variables projections for the price of the products manufactured by the Company, price of inputs, growth of the gross domestic product of each country where the Company operates, exchange variation, interest rate, inflation rate and fluctuations in the supply and demand of inputs and finished products. These projections are made based on specialized external consulting firms and on the Company’s historical performance and in strategic planning.
Information on deferred income tax and social contribution is presented in Note 21(c).
17
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
3.2 Fair value of derivative and non-derivative financial instruments
The Company evaluates the derivative financial instruments at their fair value and the main sources of information are the stock exchanges, commodities and futures markets, disclosures of the Central Bank of Brazil and quotation services, like Bloomberg and Reuters. Nevertheless, the volatility of the foreign exchange and interest rate markets in Brazil has been causing significant changes in future rates and interest rates over short periods of time, leading to significant changes in the market value of swaps and other financial instruments.
The fair values of non-derivative, quoted financial instruments are based on current bid prices. If the market for a financial asset and for unlisted securities is not active, the Company establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models that make maximum use of market inputs and rely as little as possible on information provided by the Company’s Management.
Information on derivative and non-derivative financial instruments is presented in Note 19.
3.3 Useful life of assets
The Company recognizes the depreciation and depletion of its tangible and intangible assets with defined useful lives based on their estimated useful life approved by the Company’s experts with experience in the management of Braskem’s plants. The useful lives of the assets are reviewed at the end of every year by the Company’s experts in order to confirm whether they need to be changed.
The main factors that are taken into consideration in the definition of the useful life of the assets that compose the Company’s industrial plants are the information of manufacturers of machinery and equipment, level of the plants’ operations, quality of preventive and corrective maintenance and the prospects of technological obsolescence of assets.
The Company’s management also decided that: (i) depreciation should cover all assets value because when the equipment and installations are no longer operational, they are sold by amounts that are immaterial; and (ii) land is not depreciated because it has an indefinite useful life.
The useful lives applied to the assets determined the following average (%) depreciation and depletion rates:
Consolidated | |||
2018 |
2017 | ||
Buildings and improvements |
3.42 |
3.36 | |
Machinery, equipment and installations |
8.04 |
8.34 | |
Mines and wells |
8.84 |
8.84 | |
Furniture and fixtures |
10.03 |
10.13 | |
IT equipment |
20.13 |
20.09 | |
Lab equipment |
9.53 |
9.56 | |
Security equipment |
9.72 |
9.77 | |
Vehicles |
17.83 |
17.51 | |
Other |
18.82 |
18.17 |
Information on property, plant and equipment is presented in Note 12.
18
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
3.4 Impairment test and analysis
(a) Tangible and intangible assets with defined useful lives
Annually or when there is an indication that an asset may be impaired, the Company conducts an analysis to determine the existence of any indication that the carrying amount of tangible assets and intangible assets with defined useful lives may not be recoverable. This analysis is conducted to assess the existence of scenarios that could adversely affect its cash flow and, consequently, its ability to recover the investment in such assets. These scenarios arise from issues of a macroeconomic, legal, competitive or technological nature.
Some significant and notable aspects considered by the Company in this analysis include: (i) the possibility of an oversupply of products manufactured by the Company or of a significant reduction in demand due to adverse economic factors; (ii) the prospects of material fluctuations in the prices of products and inputs; (iii) the likelihood of the development of new technologies or raw materials that could materially reduce production costs and consequently impact sales prices, ultimately leading to the full or partial obsolescence of the industrial facilities of the Company; and (iv) changes in the general regulatory environment that make the production process of Braskem infeasible or that significantly impact the sale of its products. For this analysis, the Company maintains an in-house team with a strategic vision of the business and also remains in permanent contact with a team of external consultants. If the aforementioned variables indicate any material risk to cash flows, the Management of Braskem conducts impairment tests in accordance with Note 3.4(b).
The Company’s assets are grouped initially under operating Segments, based on product lines and production site location. Within each Segment, assets are grouped into Cash-Generating Units (“CGU”) as follows:
Reportable operating segments:
Chemicals:
· CGU Chemicals Bahia: represented by assets of the chemicals plants located in the state of Bahia;
· CGU Chemicals South: represented by assets of the chemicals plants located in the state of Rio Grande do Sul;
· CGU Chemicals Southeast: represented by assets of the chemicals plants located in the states of Rio de Janeiro and São Paulo;
Polyolefins:
· CGU Polyethylene: represented by assets of the PE plants located in Brazil;
· CGU Polypropylene: represented by assets of the PP plants located in Brazil;
· CGU Renewables: represented by the assets of the Green PE plant located in Brazil;
Vinyls:
· CGU Vinyls: represented by assets of PVC and chloride soda plants located in Brazil;
USA and Europe:
· CGU Polypropylene USA: represented by assets of PP plants located in the United States;
· CGU Polypropylene Europe: represented by assets of PP plants located in Germany;
Mexico:
· Represented by the assets of the ethylene and PE plants located in Mexico.
19
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(b) Intangible assets with indefinite useful lives
The balances of goodwill from future profitability arising from business combinations are tested for impairment once a year. These tests are based on the projected cash generation, in each operating segment (except for Chemicals Sul CGU which is tested at the the cash generating unit level), for a five-year period, which are extracted from the business plan of the Company and cited in Note 3.1. In addition to the projected cash flow for the period from 2019 to 2023, perpetuity is also calculated based on the long-term vision and excluding real growth. Cash flows and perpetuity are adjusted to present value at a discount rate based on the Weighted Average Cost of Capital (“WACC”).
The goodwill allocated to the Polyolefins operating segment was generated in a business combination that resulted in the simultaneous acquisition of polypropylene and polyethylene plants. The main raw materials of these plants were already supplied by the Parent Company, which resulted in significant synergies in the operation. These synergies were one of the main drivers of that acquisition. Accordingly, the Company’s management tested this goodwill for impairment, at operating segment level, since the benefits of the synergies are associated with all units acquired.
The remaining existing goodwill is allocated to the Chemicals Sul CGU and to the Vinyls operating segment.
Goodwill from future profitability are presented in Note 13. Said note also presents the results of impairment tests.
3.5 Contingencies
Existing contingent liabilities and provisions are mainly related to discussions in the judicial and administrative spheres arising from primarily labor, pension, civil and tax lawsuits and administrative procedures.
The Management of Braskem, based on the opinion of its external legal advisors, classifies these proceedings in terms of probability of loss as follows:
Probable loss – these are proceedings for which there is a higher probability of loss than of a favorable outcome, i.e., the probability of loss exceeds 50%. For these proceedings, the Company recognizes a provision that is determined as follows:
(i) tax and social security claims – the amount of the provision corresponds to the amount of the claim, plus interests and penalties; and
(ii) labor and other claims - the amount of the provision corresponds to the disbursement amount estimated, plus interests and penalties.
Possible loss – these are proceedings for which the possibility of loss is greater than remote and lesser than probable. The loss may occur, however, the elements available are not sufficient or clear to allow for a conclusion on whether the trend is for a loss or a gain. In percentage terms, the probability of loss is between 25% and 50%. For these claims, except for the cases arising from business combinations, the Company does not recognize a provision and mentions the most significant matters in a note to the financial statements (Note 23.2).
In business combination transactions, in accordance with the provision in CPC 15 and IFRS 3, the Company records the fair value of the claims based on the assessment of loss. The amount of the provision corresponds to the value of the matter, plus charges corresponding to the variation in the Selic rate, multiplied by the probability of loss.
The Company’s management believes that the estimates related to the outcome of the proceedings and the possibility of future disbursement may change in view of the following: (i) higher courts may decide in a similar case involving another company, adopting a final interpretation of the matter and, consequently, advancing the termination of the of a proceeding involving the Company, without any disbursement or without implying the need of any financial settlement of the proceeding; and (ii) programs encouraging the payment of the debts implemented in Brazil at the Federal and State levels, in favorable conditions that may lead to a disbursement that is lower than the one that is recognized in the provision or lower than the value of the matter.
20
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
The Company’s contingencies are presented in Note 23.
3.6 Hedge accounting
The Parent Company designated non-derivate financial liabilities in foreign currency to hedge the future cash flows generated by its exports. This decision was based on two important concepts and judgments: (i) the performance of exports according to its business plan, which are inherent to the market and business where it operates, and (ii) the ability of the Company to refinance its liabilities in U.S. dollar, since the priority financing in U.S. dollar is part of the Company’s guidelines and strategy and the maintenance of a minimum level of net liabilities in U.S. dollar is envisaged in the Financial Policy of the Company.
The subsidiary Braskem Idesa designated all of the financing it obtained from financial institutions for the construction of its industrial plant to protect part of its sales to be made in the same currency as said financing, the U.S. dollar. The sales estimate is included in the project that was presented to the banks/lenders, which, due to the consistency of the projection, granted Braskem Idesa a financing line should be paid exclusively using the cash generated by these sales. All the commercial considerations of the project were based on market studies conducted by expert consulting firms during the feasibility-analysis phase.
All hedge transactions conducted by the Company are in compliance with the accounting procedures and practices adopted by Braskem, and effectiveness tests are conducted for each transaction every quarter, which prove the effectiveness of its hedge strategy.
The Company determined that hedged items for the Parent Company and the subsidiary Braskem Idesa will be characterized by the first sales in U.S. dollars in each quarter until the amount designated for each period is reached (Notes 19.4(a.i) e 19.4(a.ii), respectively). The liabilities designated for hedge will be aligned with the hedging maturity schedule and the Company’s financial strategy.
According to the Financial Policy, the Company may contract derivatives (swaps, NDFs, options, etc.) to hedge against the volatility of the foreign exchange and interest rate. These derivatives may be designated for hedge accounting based on the judgment of Management and when such designation is expected to significantly improve the demonstration of the compensatory effect on the fluctuations in the items protected by the hedge. The Company currently has derivatives designated for cash flow hedge accounting, as reported in Note 19.3.
4 Risk management
Braskem is exposed to market risks arising from variations in commodity prices, foreign exchange rates and interest rates, credit risks of its counterparties in cash equivalents, financial investments and trade accounts receivable, and liquidity risks to meet its obligations from financial liabilities.
Braskem adopts procedures for managing market and credit risks that are in conformity with its Financial Policy which is periodically reviewed by the Board of Directors. The purpose of risk management is to protect the Company’s cash flows and reduce the threats to the financing of its operating working capital and investment programs.
21
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
4.1 Market risks
Braskem prepares a sensitivity analysis for foreign exchange rate and interest rate risks to which it is exposed, which is presented in Note 19.6(c.2).
(a) Exposure to commodity risks
Most of Braskem’s feedstocks (naphtha, ethane, propane and propylene) and main products (PE, PP and PVC) are commodities quoted on international markets. A series of factors determine the dynamics of these quotes which directly impacts Braskem’s results and cash generation. Nevertheless, the Company believes such risk is inherent to the petrochemical business and, therefore, in general, it does not seek financial instruments to hedge against commodity price fluctuations.
(b) Exposure to foreign exchange risk
Considering the dynamics of the international petrochemical market, where prices are mostly pegged to international dollar-denominated references, even Braskem’s sales in Brazil are strongly correlated to the U.S. currency. Therefore, the maintenance of a portion of costs in Brazilian real (fixed expenses with personnel, freight and energy, etc.) tends to generate a net exposure loss to the local currency.
Therefore, with the goal of partially mitigating the long-term exchange risk, as of September 2016, the Company started to contract financial derivatives to compose a Long-Term Foreign Exchange Hedge Program. The Program mainly aims to mitigate dollar call and put option contracts, hedging expected flows over a 24-month horizon, as described in greater detail in Note 19.3.
In addition to the Hedge Program, to balance the composition between dollar-denominated assets and liabilities, Braskem’s Financial Policy requires the Company to maintain a percentage of at least 70% of the dollar-denominated portion of net debt. If convenient, the company may maintain a percentage of more than 70%, although subject to a sensitivity analysis of key financial indicators and proof of the inexistence of significant risk of deterioration of these indicators.
On December 31, 2018, Braskem prepared a sensitivity analysis for its exposure to the fluctuation in the U.S. dollar, as informed in Note 19.6.
(c) Exposure to interest rate risk
Braskem is exposed to the risk that a variation in floating interest rates causes an increase in its financial expense due to payments of future interest. Debt denominated in foreign currency subject to floating rates is mainly subject to fluctuations in Libor. Debt denominated in local currency is mainly subject to the variation in the Interbank Certificate of Deposit (“CDI”) rate.
In 2018, Braskem held swap contracts (Note 19.3.1) in which it: receives Libor and pays a fixed rate.
On December 31, 2018, Braskem prepared a sensitivity analysis for the exposure to the floating interest rates Libor, CDI and TJLP, as informed in Notes 19.6(c.1) and (c.2).
4.2 Exposure to credit risk
The transactions that subject Braskem to the concentration of credit risks are mainly in current accounts with banks, financial investments and trade accounts receivable in which Braskem is exposed to the risk of the financial institution or customer involved. In order to manage this risk, Braskem maintains bank current accounts and financial investments with major financial institutions, weighting concentrations in accordance with the credit rating and the daily prices observed in the Credit Default Swap market for the institutions, as well as netting contracts that minimize the total credit risk arising from the many financial transactions entered into by the parties.
22
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
On December 31, 2018, approximately 34.5% of the amounts recorded as “Cash and cash equivalents” (Note 5) and Financial investments (Note 6) were allocated to financial institutions that had offset agreements with the Company. The obligations under these agreements are accounted for under “Borrowings” (Note 15). The effective netting of these amounts is possible only in the event of default by one of the parties.
With respect to the credit risk of customers, Braskem protects itself by performing a rigorous analysis before granting credit and obtaining secured and unsecured guarantees when considered necessary, including credit insurance.
The maximum exposure to credit risk of non-derivative financial instruments on the reporting date is the sum of their carrying amounts less any provisions for impairment losses. On December 31, 2018, the balance of trade accounts receivable was net of allowance for doubtful accounts (Note 7).
4.3 Liquidity risk
Braskem has a calculation methodology to determine a minimum cash “monthly vision” (30-day horizon) and a minimum cash “yearly vision” (up to 12-month horizon) for the purpose of, respectively: (i) ensuring the liquidity needed to comply with obligations of the following month; and (ii) ensuring that the Company maintains liquidity during potential crises. The amounts to determine the minimum cash “yearly vision” are calculated mainly based on the projected operating cash generation, less short-term debts and working capital needs. The amounts used for determining the minimum cash “monthly vision” consider the projected operating cash disbursement, debt service and contributions to projects, as well as the planned disbursement for derivatives maturing in the period, among other items. The Company uses as minimum cash in its financial policy the greater of these two references.
In May 2018, the Company, in keeping with its commitment to maintain its financial liquidity, contracted an international revolving credit facility in the amount of US$1 billion, which expires in 2023. This line may be used without restrictions to improve the Company’s credit quality or in the event of deterioration in the macroeconomic scenario.
The two facilities held by the Company before, in the amounts of R$750 million with expiration in December 2019 and of R$500 million with expiration in September 2019, were cancelled.
As of December 31, 2018, the new credit line had not been used.
On December 31, 2018, the subsidiary Braskem Idesa continued to record as current liabilities its financial obligations whose original maturities were long term. Such reclassification is due to the failure to comply with certain contractual covenants set forth in the financing contract of Braskem Idesa (Note 16). Note that Braskem Idesa has been settling all its obligations in accordance with the original debt maturity schedule and none of its creditors has requested or showed any intention of requesting the immediate reimbursement of said obligations or the early amortization of the debt.
Considering that Braskem Idesa’s group of lenders will remain not requesting the early amortization of this debt, Braskem’s financial liabilities by maturity, including the amounts due under the Leniency Agreement (Note 23.3), are as shown in the table below. These amounts are calculated from undiscounted cash flows and may not be reconciled with the balance sheet.
23
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
|
|
Consolidated | ||||||||
Maturity |
||||||||||
Until |
Between one and |
Between two and |
More than |
|||||||
one year |
two years |
five years |
five years |
Total | ||||||
Trade payables |
8,435,246 |
273,264 |
8,708,510 | |||||||
Borrowings |
806,418 |
6,469,288 |
5,479,526 |
26,182,832 |
38,938,064 | |||||
Debentures |
34,760 |
118,457 |
141,972 |
106,316 |
401,505 | |||||
Braskem Idesa borrowings |
995,741 |
2,482,602 |
2,835,154 |
7,353,752 |
13,667,249 | |||||
Derivatives |
76,355 |
55,449 |
128,765 |
260,569 | ||||||
Loan to non-controlling shareholder of Braskem Idesa |
2,183,830 |
2,183,830 | ||||||||
Leniency agreement (Note 23.3) |
341,308 |
341,308 |
897,376 |
1,579,992 | ||||||
At December 31, 2018 |
10,689,828 |
9,740,368 |
9,482,793 |
35,826,730 |
65,739,719 |
In case Braskem Idesa’s group of lenders decide to request the early amortization of this debt, Braskem’s financial liabilities by maturity, including the amounts due under the Leniency Agreement (Note 23.3), would be as follows in the table below. These amounts are calculated from undiscounted cash flows and may not be reconciled with the balance sheet.
Consolidated | ||||||||||
Maturity |
||||||||||
Until |
Between one and |
Between two and |
More than |
|||||||
one year |
two years |
five years |
five years |
Total | ||||||
Trade payables |
8,435,246 |
273,264 |
8,708,510 | |||||||
Borrowings |
806,418 |
6,469,288 |
5,479,526 |
26,182,832 |
38,938,064 | |||||
Debentures |
34,760 |
118,457 |
141,972 |
106,316 |
401,505 | |||||
Braskem Idesa borrowings |
10,504,592 |
10,504,592 | ||||||||
Derivatives |
76,355 |
55,449 |
128,765 |
260,569 | ||||||
Loan to non-controlling shareholder of Braskem Idesa |
2,183,830 |
2,183,830 | ||||||||
Leniency agreement (Note 23.3) |
341,308 |
341,308 |
897,376 |
1,579,992 | ||||||
At December 31, 2018 |
20,198,679 |
7,257,766 |
6,647,639 |
28,472,978 |
62,577,062 |
4.4 Capital management
The ideal capital structure, according to Braskem’s Management, considers the balance between own capital and the sum of all payables less the amount of cash and cash equivalents and financial investments. This composition meets the Company’s objectives of perpetuity and of offering an adequate return to shareholders and other stakeholders. This structure also permits borrowing costs to remain at adequate levels to maximize shareholder remuneration.
Due to the impact of the U.S. dollar on the Company’s operations, the Management of Braskem believes that the own capital used for capital management purposes should be measured in this currency and on a historical basis. Moreover, the Company may temporarily maintain a capital structure that is different from this ideal. This occurs, for example, during periods of growth, when the Company may finance a large portion of its projects through borrowings, provided that this option maximizes return for shareholders once the financed projects start operating. In order to adjust and maintain the capital structure, the Management of Braskem may also consider the sale of non-strategic assets, the issue of new shares or even adjustments to dividend payments.
As is also the case of liquidity, capital is not managed at the Parent Company level, but rather at the consolidated balance sheet level, except for the liquidity and capital of Braskem Idesa, which are managed specifically within the joint venture.
24
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
5 Cash and cash equivalents
Consolidated |
Parent Company | |||||||||
2018 |
2017 |
2018 |
2017 | |||||||
Cash |
(i) |
2,228,964 |
1,428,766 |
47,735 |
67,424 | |||||
Cash equivalents: |
||||||||||
Domestic market |
1,754,561 |
1,706,784 |
1,932,170 |
1,885,120 | ||||||
Foreign market |
1,564,112 |
639,543 |
36,819 |
512 | ||||||
Total |
5,547,637 |
3,775,093 |
2,016,724 |
1,953,056 |
(i) On December 31, 2018, it includes cash of R$963,357 (R$247,286 of cash and R$47,400 of cash equivalents on December 31, 2017) of the subsidiary Braskem Idesa, available for use exclusively in its subsidiary.
This item includes cash, bank deposits and highly liquid financial investments available for redemption within three months. These assets are convertible into a known cash amount and are subject to insignificant risk of change in value.
Cash equivalents in Brazil are mainly represented by fixed-income instruments and time deposits held by the funds FIM Jupiter and FIM Netuno. Cash equivalents abroad mainly comprise fixed–income instruments issued by highly rated financial institutions (time deposit).
6 Financial investments
Consolidated |
Parent Company | |||||||||
2018 |
2017 |
2018 |
2017 | |||||||
Amortized cost |
||||||||||
Time deposit investments |
(i) |
49,630 |
440,616 |
49,630 |
| |||||
Fair value through profit or loss |
| |||||||||
Time deposit investments |
15,764 |
15,764 | ||||||||
Letras financeiras do tesouro - LFT´s and Letras Financeiras - LF´s |
(ii) |
2,247,272 |
1,816,889 |
2,247,272 |
1,816,889 | |||||
Restricted funds investments |
(iii) |
9,998 |
12,404 |
| ||||||
Other |
60,711 |
27,335 |
664 |
667 | ||||||
Total |
2,367,611 |
2,313,008 |
2,297,566 |
1,833,320 | ||||||
Current assets |
2,357,613 |
2,302,672 |
2,297,566 |
1,833,320 | ||||||
Non-current assets |
9,998 |
10,336 |
| |||||||
Total |
2,367,611 |
2,313,008 |
2,297,566 |
1,833,320 |
(i) In 2017, the amount of R$440,616 was given as guarantee to cover Braskem’s obligation related to the constitution of a reserve account for the project finance of the subsidiary Braskem Idesa. The guarantee was withdrawn in April 2018.
(ii) These refer to Brazilian floating-rate government bonds (“LFTs”) issued by the Brazilian federal government and floating-rate bonds (“LFs”) issued by financial institutions. These bonds have original maturity above three months, immediate liquidity in the secondary market and Management expects their realization in the short term.
(iii) Restricted funds represent bank deposits with yields of approximately 100% of the Interbank Deposit Rate (“CDI”), and their use is related to the fulfillment of the contractual obligations of the debentures.
7 Trade accounts receivable
The Company’s billing period is generally 30 days; therefore, the amount of the trade accounts receivable corresponds to their fair value. The Company realizes part of its trade accounts receivable through the sale of trade notes to funds and financial institutions that acquire receivables. These operations are not entitled to recourse and the risks and benefits over the receivables are substantially transferred, for which reason the trade notes are written-off at the moment of the sale.
25
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Consolidated |
Parent Company | |||||||||
2018 |
2017 |
2018 |
2017 | |||||||
Customers |
||||||||||
Domestic market |
1,425,444 |
1,459,623 |
1,387,814 |
1,521,082 | ||||||
Foreign market |
1,901,184 |
2,209,094 |
840,423 |
1,977,584 | ||||||
Allowance for doubtful accounts |
(i) |
(233,625) |
(350,025) |
(217,739) |
(337,697) | |||||
Total |
3,093,003 |
3,318,692 |
2,010,498 |
3,160,969 | ||||||
Current assets |
3,075,218 |
3,281,196 |
1,766,418 |
1,824,740 | ||||||
Non-current assets |
17,785 |
37,496 |
244,080 |
1,336,229 | ||||||
Total |
3,093,003 |
3,318,692 |
2,010,498 |
3,160,969 |
(i) As disclosed in Note 2.4, the CPC48 / IFRS 9 replaced, as from January 1, 2018, the “incurred losses” model of CPC 38 / IAS 39 with a prospective model of “expected credit losses,” which requires greater judgment of how the changes in economic factors affect the expected credit losses, which are determined based on the following stages:
Stage 1 – when the securities are still performing at this stage, expected credit losses are calculated based on the actual experience of credit loss (write-off) over the last five years, segregating customers in accordance with their Operating Risk.
Stage 2 – when there is deterioration in the credit risk of the customer since the initial recognition; at this stage, the Company considers as deterioration of credit risk any credits that were renegotiated and that must be collected in court, regardless of their maturity.
Stage 3 – includes financial assets that have objective evidence of impairment; the trigger for evidence of impairment is an unprecedented delay of more than 90 days.
The following table shows the Company’s expected credit loss for each stage:
Consolidated |
Parent Company | |||||||||||
Estimated loss |
Trade accounts receivable |
Allowance for |
Trade accounts receivable |
Allowance for | ||||||||
Stage 1 |
Operation risk 1 |
No risk |
1,977,941 |
1,115,401 |
||||||||
Operation risk 2 |
No risk |
635,549 |
|
539,396 |
||||||||
Operation risk 3 |
0.27% |
268,156 |
752 |
163,248 |
493 | |||||||
Operation risk 4 |
0.63% |
199,499 |
1,218 |
182,781 |
1,193 | |||||||
Operation risk 5 |
100% |
24 |
24 |
24 |
24 | |||||||
3,081,169 |
1,994 |
2,000,850 |
1,710 | |||||||||
Stage 2 |
1st Renegotiation lower than 24 months |
12% or 100% |
10,533 |
1,554 |
10,533 |
1,554 | ||||||
2nd Renegotiation greater than 24 months |
91% or 100% |
2,915 |
2,876 |
2,915 |
2,876 | |||||||
Legal |
100% |
172,189 |
172,189 |
172,026 |
172,026 | |||||||
185,637 |
176,619 |
185,473 |
176,455 | |||||||||
Stage 3 |
||||||||||||
Between 90 and 180 days |
50% or 100% |
10,014 |
5,204 |
4,847 |
2,505 | |||||||
Above 180 days |
100% |
49,808 |
49,808 |
37,068 |
37,068 | |||||||
59,822 |
55,012 |
41,914 |
39,573 | |||||||||
Total |
3,326,628 |
233,625 |
2,228,237 |
217,739 |
26
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
The changes in the allowance for doubtful accounts are presented below:
Consolidated |
Parent company | |||||||||
2018 |
2017 |
2018 |
2017 | |||||||
Balance of provision at the beginning of the year |
(350,025) |
(380,559) |
(337,697) |
(358,878) | ||||||
Provision in the year |
(24,604) |
(38,231) |
(8,219) |
(27,171) | ||||||
Reversal in the year |
124,579 |
56,804 |
111,752 |
39,850 | ||||||
Write-offs |
16,425 |
22,878 |
16,425 |
22,878 | ||||||
Addition through merger of Cetrel |
|
(10,917) |
|
| ||||||
Addition through merger of Braskem Petroquímica |
|
- |
|
(14,376) | ||||||
Balance of provision at the end of the year |
(233,625) |
(350,025) |
(217,739) |
(337,697) |
The breakdown of trade accounts receivable by maturity is as follows:
Consolidated |
Parent company | |||||||||
2018 |
2017 |
2018 |
2017 | |||||||
Accounts receivables not past due |
2,616,104 |
2,886,546 |
1,849,953 |
2,540,524 | ||||||
Past due securities: |
|
|
|
|||||||
Up to 90 days |
492,265 |
567,590 |
168,618 |
478,677 | ||||||
91 to 180 days |
10,941 |
3,673 |
5,539 |
278,493 | ||||||
As of 180 days |
207,318 |
210,908 |
204,127 |
200,972 | ||||||
3,326,628 |
3,668,717 |
2,228,237 |
3,498,666 | |||||||
Allowance for doubtful accounts |
(233,625) |
(350,025) |
(217,739) |
(337,697) | ||||||
Total customers portfolio |
3,093,003 |
3,318,692 |
2,010,498 |
3,160,969 |
8 Inventories
Consolidated |
Parent company | |||||||||
2018 |
2017 |
2018 |
2017 | |||||||
Finished goods |
5,542,220 |
4,255,114 |
3,672,001 |
2,785,182 | ||||||
Raw materials, production inputs and packaging |
|
1,578,523 |
1,291,720 |
1,291,921 |
1,124,964 | |||||
Maintenance materials |
465,684 |
365,803 |
185,087 |
165,073 | ||||||
Advances to suppliers |
93,445 |
482,043 |
86,965 |
273,401 | ||||||
Imports in transit |
838,099 |
498,707 |
838,099 |
498,704 | ||||||
Total |
8,517,971 |
6,893,387 |
6,074,073 |
4,847,324 | ||||||
In current assets |
8,486,577 |
6,846,923 |
6,042,679 |
4,800,860 | ||||||
In non-current assets |
31,394 |
46,464 |
31,394 |
46,464 | ||||||
Total |
8,517,971 |
6,893,387 |
6,074,073 |
4,847,324 |
Inventories of finished products are stated at average cost of purchase or production or the estimated price of sale or acquisition, excluding taxes, whichever is lower.
The value of finished products includes raw materials, ancillary and maintenance materials used, depreciation of industrial facilities, expenses with Company’s and third-party personnel involved in industrial production and maintenance, and logistics expenses with the transfer of these products from the plants to the sale terminals.
Finished goods are measured at the lower of cost and net realizable value, and, when necessary, a provision is recorded. For this estimate, the Company considers the sale price projected, reduced by all costs of sale, for the period during which it expects to sell the product. This period is determined based on the historical data for the turnover of the respective inventory. In 2018, the net effect of this provision is R$13,906 (2017 - R$14,220).
27
Braskem S.A.
Notes to consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
9 Related parties
(a) Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated | |||
|
|
|
|
|
|
Balances at December 31, 2018 |
|
|
|
|
|
|
Balances at December 31, 2017 | ||||
Associates companies, Jointly-controlled investment and Related companies |
Associates companies, Jointly-controlled investment and Related companies | ||||||||||||||||
Odebrecht and |
Odebrecht and |
||||||||||||||||
subsidiaries |
Petrobras and |
subsidiaries |
Petrobras and |
||||||||||||||
Balance sheet |
and associates |
subsidiaries |
Other |
Total |
and associates |
subsidiaries |
Other |
Total | |||||||||
Assets |
|||||||||||||||||
Current |
|||||||||||||||||
Trade accounts receivable |
|
20,119 |
2,687 |
22,806 |
7,634 |
45,184 |
60,502 |
113,320 | |||||||||
Inventories |
8,665 |
9(c.i)and |
30,193 |
|
38,858 |
250,904 |
118 |
|
251,022 | ||||||||
Dividends and interest on capital |
|
(c.ii) |
|
890 |
890 |
|
|
10,859 |
10,859 | ||||||||
Total assets |
8,665 |
50,312 |
3,577 |
62,554 |
258,538 |
45,302 |
71,361 |
375,201 | |||||||||
Liabilities |
|||||||||||||||||
Current |
|
|
|
|
|
||||||||||||
Trade payables |
16,851 |
160,324 |
|
177,175 |
21,530 |
149,058 |
700 |
171,288 | |||||||||
Other payables |
2,841 |
484 |
|
3,325 |
2,338 |
562 |
7,591 |
10,491 | |||||||||
Total liabilities |
19,692 |
160,808 |
|
180,500 |
23,868 |
149,620 |
8,291 |
181,779 | |||||||||
|
|
|
|
|
|
Twelve-month period ended December 31, 2018 |
|
|
|
|
|
Twelve-month period ended December 31, 2017 | |||||
Associates companies, Jointly-controlled investment and Related companies |
Associates companies, Jointly-controlled investment and Related companies | ||||||||||||||||
Odebrecht and |
Odebrecht and |
||||||||||||||||
subsidiaries |
Petrobras and |
subsidiaries |
Petrobras and |
||||||||||||||
and associates |
subsidiaries |
Other |
Total |
and associates |
subsidiaries |
Other |
Total | ||||||||||
Transactions |
|||||||||||||||||
Sales of products |
|
1,225,443 |
736,192 |
1,961,635 |
27,467 |
1,810,789 |
629,302 |
2,467,558 | |||||||||
Purchases of raw materials, finished goods |
|||||||||||||||||
services and utilities |
460,480 |
15,540,144 |
3,800 |
16,004,424 |
742,161 |
12,795,819 |
5,664 |
13,543,644 | |||||||||
Financial income (expenses) |
|
(49) |
|
(49) |
2,056 |
(39,433) |
|
(37,377) | |||||||||
Other income |
4,214 |
4,214 |
|||||||||||||||
General and administrative expenses |
|||||||||||||||||
Post-employment benefits plan ("EPE") |
|||||||||||||||||
Odebrecht Previdência Privada ("Odeprev") |
48,514 |
36,725 |
|
36,725 | |||||||||||||
Acquisiton of subsidiary |
- |
610,000 |
610,000 |
28
Braskem S.A.
Notes to consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
(b) Parent Company
Balances at December 31, 2018 | |||||||||||||||||||||||
Associates companies, Jointly-controlled investment and Associates companies |
Related companies |
EPE |
| ||||||||||||||||||||
Odebrecht and |
|||||||||||||||||||||||
Balance sheet |
Braskem |
Braskem |
Braskem |
Braskem |
Braskem |
subsidiaries |
Petrobras and |
FIM Júpiter |
|||||||||||||||
Assets |
Inc. |
Holanda |
Holanda Inc |
America |
Argentina |
Other |
and associates |
subsidiaries |
Other |
and Netuno |
Total | ||||||||||||
|
|||||||||||||||||||||||
Current |
|||||||||||||||||||||||
Cash and equivalents |
1,323,799 |
1,323,799 | |||||||||||||||||||||
Financial investments |
2,247,271 |
2,247,271 | |||||||||||||||||||||
Trade accounts receivable |
25,053 |
105,483 |
27,670 |
|
20,119 |
178,325 | |||||||||||||||||
Inventories |
8,665 |
9(c.i) and |
30,193 |
38,858 | |||||||||||||||||||
Dividends and interest on capital |
|
(c.ii) |
|
890 |
890 | ||||||||||||||||||
Related parties |
193 |
1,143 |
|
26,524 |
1 |
10,183 |
38,044 | ||||||||||||||||
Non-current |
|||||||||||||||||||||||
Trade accounts receivable |
245,765 |
245,765 | |||||||||||||||||||||
Related parties |
|
| |||||||||||||||||||||
Loan agreements |
18,449 |
|
|
|
|
1,032 |
|
|
|
|
19,481 | ||||||||||||
Total assets |
18,642 |
246,908 |
- |
51,577 |
105,484 |
38,885 |
8,665 |
50,312 |
890 |
3,571,070 |
4,092,433 | ||||||||||||
Liabilities |
|||||||||||||||||||||||
Current |
|||||||||||||||||||||||
Trade payables |
6,847,872 |
(i) |
24,484 |
14,759 |
160,324 |
7,047,439 | |||||||||||||||||
Accounts payable to related parties |
|||||||||||||||||||||||
Advance to export |
|
585,873 |
10,739 |
596,612 | |||||||||||||||||||
Other payables |
14,879 |
35 |
|
445 |
|
1,114 |
16,473 | ||||||||||||||||
Other |
|
20,612 |
2,841 |
484 |
23,937 | ||||||||||||||||||
Non-current |
|||||||||||||||||||||||
Trade Payables |
|||||||||||||||||||||||
Accounts payable to related parties |
|||||||||||||||||||||||
Advance to export |
|
|
18,878,716 |
(ii) |
321,608 |
|
|
|
|
|
|
19,200,324 | |||||||||||
Total liabilities |
14,879 |
6,868,519 |
19,464,589 |
332,792 |
|
25,598 |
17,600 |
160,808 |
|
|
26,884,785 | ||||||||||||
Twelve-month period ended December 31, 2018 | |||||||||||||||||||||||
Associates companies, Jointly-controlled investment and Associates companies |
Related companies |
EPE |
| ||||||||||||||||||||
Odebrecht and |
|||||||||||||||||||||||
Braskem |
Braskem |
Braskem |
Braskem |
Braskem |
subsidiaries |
Petrobras and |
FIM Júpiter |
||||||||||||||||
Inc |
Holanda |
Holanda Inc |
America |
Argentina |
Other |
and associates |
subsidiaries |
Other |
and Netuno |
Total | |||||||||||||
Transactions |
|||||||||||||||||||||||
Sales of products |
4,354,828 |
387,765 |
309,851 |
864,268 |
|
1,225,443 |
7,142,155 | ||||||||||||||||
Purchases of raw materials, finished products |
|||||||||||||||||||||||
services and utilities |
13,472,150 |
309 |
|
177,453 |
457,622 |
15,540,144 |
29,647,678 | ||||||||||||||||
Financial income (expenses) |
1,131 |
(2,665,895) |
(2,216,243) |
(161,058) |
22,325 |
8,217 |
(6) |
(49) |
209,619 |
(4,801,959) | |||||||||||||
Other income |
4,214 |
4,214 | |||||||||||||||||||||
General and administrative expenses - Odeprev |
48,514 |
|
48,514 |
(i) During the third quarter of 2018, Braskem paid R$13,369,882 (US$4,053,120) in invoices related to imports of raw materials.
(ii) Throughout the third quarter of 2018, Braskem raised R$11,699,875 (US$3,000,000) through export prepayment facilities.
29
Braskem S.A.
Notes to consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
Balances at December 31, 2017 | ||||||||||||||||||||||||
Associates companies, Jointly-controlled investment and Associates companies |
Related companies |
EPE |
| |||||||||||||||||||||
Odebrecht and |
||||||||||||||||||||||||
Braskem |
Braskem |
Braskem |
Braskem |
Braskem |
Braskem |
subsidiaries |
Petrobras and |
|||||||||||||||||
Balance sheet |
Inc. |
Holanda |
Holanda Inc |
Petroquímica |
America |
Argentina |
Other |
and associates |
subsidiaries |
Other |
FIM Júpiter |
Total | ||||||||||||
Assets |
||||||||||||||||||||||||
Current |
||||||||||||||||||||||||
Cash and equivalents |
1,613,351 |
1,613,351 | ||||||||||||||||||||||
Financial investments |
1,816,888 |
1,816,888 | ||||||||||||||||||||||
Trade accounts receivable |
428 |
23,833 |
111,824 |
104,084 |
3,855 |
45,184 |
289,208 | |||||||||||||||||
Inventories |
250,904 |
9(c.i) and |
118 |
251,022 | ||||||||||||||||||||
Dividends and interest on capital |
|
10,859 |
(c.ii) |
10,859 | ||||||||||||||||||||
Related parties |
115 |
20,771 |
9,592 |
30,478 | ||||||||||||||||||||
Non-current |
||||||||||||||||||||||||
Trade accounts receivable |
1,298,733 |
1,298,733 | ||||||||||||||||||||||
Related parties |
||||||||||||||||||||||||
Loan agreements |
15,172 |
881 |
16,053 | |||||||||||||||||||||
Total assets |
15,172 |
1,299,276 |
|
|
44,604 |
111,824 |
125,416 |
254,759 |
45,302 |
|
3,430,239 |
5,326,592 | ||||||||||||
Liabilities |
||||||||||||||||||||||||
Current |
||||||||||||||||||||||||
Trade payables |
25 |
13,829 |
12,796 |
149,058 |
175,708 | |||||||||||||||||||
Accounts payable to related parties |
|
|||||||||||||||||||||||
Advance to export |
107,574 |
675,547 |
783,121 | |||||||||||||||||||||
Other payables |
60 |
60 | ||||||||||||||||||||||
Other |
7,591 |
2,338 |
562 |
10,491 | ||||||||||||||||||||
Non-current |
||||||||||||||||||||||||
Trade Payables |
13,585,736 |
13,585,736 | ||||||||||||||||||||||
Accounts payable to related parties |
|
|||||||||||||||||||||||
Advance to export |
6,910,306 |
274,564 |
7,184,870 | |||||||||||||||||||||
Payable notes |
12,703 |
12,703 | ||||||||||||||||||||||
Total liabilities |
12,728 |
13,585,736 |
7,017,880 |
|
950,171 |
|
21,420 |
15,134 |
149,620 |
|
|
21,752,689 | ||||||||||||
Twelve-month period ended December 31, 2017 | ||||||||||||||||||||||||
Associates companies, Jointly-controlled investment and Associates companies |
Related companies |
EPE |
| |||||||||||||||||||||
Braskem |
Braskem |
Braskem |
Braskem |
Braskem |
Braskem |
Odebrecht and |
Petrobras and |
|||||||||||||||||
Inc |
Holanda |
Holanda Inc |
Petroquímica |
America |
Argentina |
Other |
subsidiaries |
subsidiaries |
Other |
FIM Júpiter |
Total | |||||||||||||
Transactions |
||||||||||||||||||||||||
Sales of products |
3,774,728 |
31,082 |
159,784 |
326,232 |
722,800 |
27,467 |
1,782,154 |
6,824,247 | ||||||||||||||||
Purchases of raw materials, finished products |
|
|||||||||||||||||||||||
services and utilities |
8,102,867 |
2,983,908 |
41,148 |
714,216 |
11,637,035 |
23,479,174 | ||||||||||||||||||
Financial income (expenses) |
25,451 |
(295,793) |
(756,179) |
(3) |
(48,919) |
1,725 |
(101) |
2,056 |
(39,433) |
6,445 |
(1,104,751) | |||||||||||||
General and administrative expenses - Odeprev |
|
36,725 |
36,725 | |||||||||||||||||||||
Acquisiton of subsidiary |
610,000 |
610,000 |
30
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
(c) New and/or renewed agreements with related companies
As provided for in the Company’s bylaws, the Board of Directors has the exclusive power to decide on any contract with related parties that exceed R$20,000 per operation or R$60,000 altogether per fiscal year. This is valid for contracts between Braskem and its subsidiaries and: (i) direct or indirect subsidiaries of Braskem in whose capital an interest is held by the controlling shareholder, by any direct or indirect subsidiaries thereof or by Key Personnel of such entities; (ii) affiliates of Braskem and subsidiaries of such entities; and (iii) joint ventures in which Braskem participates and any subsidiaries thereof.
Pursuant to Federal Law 6,404/76, officers and directors are prohibited from: (i) performing any acts of liberality with the use of the Company’s assets and in its detriment; (ii) intervening in any operations in which these officers and directors have a conflict of interest with the Company or in resolutions in which they participate; and (iii) receiving, based on their position, any type of personal advantage from third parties, directly or indirectly, without an authorization under the Bylaws or by the shareholders’ meeting.
As part of its control to identify related parties, Key Personnel annually inform whether they, or their close relatives, hold full or shared control of any company. All companies that conducted transactions with Braskem and its subsidiaries, are provided in this Note.
The related parties that have significant relationship with the Company are as follows:
Odebrecht and its direct and indirect subsidiaries:
· Atvos Agroindustrial S.A. (“Atvos”).
· Agro Energia Snata Luzia S.A. (“USL”).
· Construtora Norberto Odebrecht S.A. (“CNO”).
· Usina Conquista do Pontal S.A. (“UCP”).
Petrobras and its direct and indirect subsidiaries:
· Petróleo Brasileiro S.A. (“Petrobras”).
· Petrobras Distribuidora (“BR Distribuidora”).
Joint ventures of Braskem:
· Refinaria de Petróleo Riograndense S.A. (“RPR”).
Associate of Braskem:
· Borealis Brasil S.A. (“Borealis”).
The main transactions between the Company and related parties, in the fiscal years ended December 31, 2018 and December 31, 2017, all conducted under normal market terms and conditions (arm’s length basis), are as follows:
· Odebrecht and its subsidiaries:
(i) In March 2017, the Company entered into an agreement for supply of hydrous ethanol with UCP and USL. Ethanol is the feedstock consumed by Braskem to produce green ethylene. The agreement is guaranteed by Atvos and Rio Claro Agroindustrial S.A.. The agreement also provides for a commercial discount and other flexibilities in the process of Braskem’s acquisition of the product.
31
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
In December 2017, the Company entered into an amendment that changed the billing for raw material acquisitions to future delivery, so as to bring forward the billing of the volume of the goods to be delivered between January and March 2018. The amendment determines that the price practiced at time of delivery is the lesser of the ceiling established in the amendment and the reference established in the original contract.
The agreement was valid until April 30, 2018.
(ii) In December 2017, an agreement was entered into with USL, UCP, Atvos and Brenco Companhia Brasileira de Energia Renovável, with the purpose of ensuring the supply of hydrous ethanol volumes, which included a commercial discount on the supply and established contractual flexibilities for acquisition. The contract includes an advance of R$200,000, which is guaranteed by a pledge of the sugarcane crop, its products and sub-products at a net market value greater than the amount of the advance, with the pledged asset insured by a policy contracted from a premium insurer and with a provision for subrogation to the Company, with duration through April 30, 2019. The balance of the advance on December 31, 2018 is R$8,665.
(iii) In December 2017, the Company signed an industrial maintenance services agreement with CNO that encompassed boilers and the welding of tubing and static equipment, as well as operational and maintenance services on cargo machinery to be performed at the Braskem Units located in Rio Grande do Sul. The agreement has an estimated maximum amount of R$120,000 and is valid through December 1, 2021. In 2018, the transactions amounted to R$19,054.
(iv) In May 2018, Braskem entered into an agreement for caustic soda movement and storage services with Liquiport Vila Velha S.A., a wholly owned subsidiary of Odebrecht Transport S.A. The agreement has an estimated maximum value of R$93,000 and is valid for 10 years. Sales in the period amounted to R$5,844.
· Petrobras and its subsidiaries:
(i) Since December 2015, the Company has maintained an agreement with Petrobras for the annual supply of 7 million tons of petrochemical naphtha, which has a duration of five years.
(ii) Braskem maintains agreements for the sale of gasoline to PBR Distribuidora, which is renewed on a monthly basis.
· Braskem joint venture:
(i) In 2018, sales of gasoil to RPR amounted to R$127,342. The product is used as feedstock in the diesel production process.
(ii) Braskem has maintained monthly negotiations for the sale of gasoline to RPR. Sales in fiscal year 2018 amounted to R$422,599.
32
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
(d) Accounts payable to related companies
Parent company | ||||||||||||||
Balance at |
Interest, changes |
Balance at | ||||||||||||
December 31, |
monetary and |
Incorporations |
December 31, | |||||||||||
2017 |
Obtained |
Payments |
foreign exchange, net |
Transferences |
effects |
2018 | ||||||||
Export prepayment |
783,121 |
(2,258,280) |
1,210,541 |
861,232 |
596,614 | |||||||||
Credit notes |
60 |
2,541 |
(1,009) |
14,879 |
|
16,471 | ||||||||
Total |
783,181 |
2,541 |
(2,259,289) |
1,210,541 |
876,111 |
|
613,085 | |||||||
Export prepayment |
7,184,870 |
11,699,875 |
1,176,811 |
(861,232) |
19,200,324 | |||||||||
Credit notes |
12,703 |
|
|
2,176 |
(14,879) |
|
||||||||
Total |
7,197,573 |
11,699,875 |
1,178,987 |
(876,111) |
|
19,200,324 | ||||||||
Total |
7,980,754 |
11,702,416 |
(2,259,289) |
2,389,528 |
|
|
19,813,409 |
(e) Key management personnel
Parent company and consolidated | ||||
Income statement transactions |
2018 |
2017 | ||
Remuneration |
||||
Short-term benefits |
60,922 |
60,303 | ||
Post-employment benefit |
989 |
664 | ||
Long term incentive plan |
4,404 |
|||
Total |
66,315 |
60,967 |
10 Taxes recoverable
Consolidated |
Parent Company | ||||||||||
2018 |
2017 |
2018 |
2017 | ||||||||
Parent Company and subsidiaries in Brazil |
|
||||||||||
IPI |
9,050 |
18,226 |
9,050 |
18,226 | |||||||
Value-added tax on sales and services (ICMS) - normal operations |
(a) |
444,067 |
499,984 |
443,988 |
499,979 | ||||||
ICMS - credits from PP&E |
|
170,998 |
140,904 |
169,908 |
140,904 | ||||||
Social integration program (PIS) and social contribution on revenue |
|
482 |
22,389 |
21,904 | |||||||
PIS and COFINS - credits from PP&E |
|
255,739 |
223,297 |
255,739 |
222,964 | ||||||
REINTEGRA program |
(b) |
20,615 |
102,166 |
20,615 |
102,166 | ||||||
Federal supervenience |
(c) |
707,772 |
160,198 |
707,772 |
160,198 | ||||||
Other |
2,852 |
4,322 |
1,866 |
2,486 | |||||||
Foreign subsidiaries |
|||||||||||
Value-added tax ("IVA") |
173,051 |
90,050 |
|||||||||
Other |
7,750 |
4,021 |
|||||||||
Total |
1,792,376 |
1,265,557 |
1,608,938 |
1,168,827 | |||||||
Current assets |
423,188 |
452,839 |
240,905 |
356,497 | |||||||
Non-current assets |
1,369,188 |
812,718 |
1,368,033 |
812,330 | |||||||
Total |
1,792,376 |
1,265,557 |
1,608,938 |
1,168,827 |
33
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
(a) ICMS – normal operations
Accumulated ICMS credits over the past few years arises mainly from domestic sales subject to deferred taxation and export sales.
The Management of the Company has been prioritizing a series of actions to maximize the use of these credits and currently does not expect losses on the realization of cumulative balances.
(b) REINTEGRA Program
The REINTEGRA program aims to refund to exporters the federal taxes levied on the production chain for goods sold abroad. The amount to be refunded is equivalent to the following percentages of all export revenue, in accordance with Federal Law 13,043/14 and Executive Order 8,543/15:
(i) 3%, between October 1, 2014 and February 28, 2016;
(ii) 1%, between March 1, 2016 and November 30, 2016;
(iii) 0.1% between December 1, 2016 and December 31, 2016;
(iv) 2% between January 1, 2017 and May 31, 2018; and
(v) 0.1% as of June 1, 2018.
Such credits may be realized in two ways: (i) by offsetting own debits overdue or undue related to taxes levied by the Federal Revenue Service; or (ii) by a cash reimbursement.
In the fiscal year ended December 31, 2018, the Company recognized credits in the amount of R$69,055 (R$178,716 in 2017) and offset the amount of R$144,957 (R$138,531 in 2017). In the Statement of Operations, credits were recognized in the item “Cost of products sold.”
(c) Recovery of Federal Tax Credits
In March 2017, the Federal Supreme Court (“STF”) decided, in connection with the Extraordinary Appeal indicated by STF itself as the leading case of this discussion, that ICMS tax should not be included in the calculation base of PIS/COFINS. Despite the filing of a motion for clarification by the Federal Government requesting the prospective effects of the decision, the STF itself and all Regional Federal Appellate Courts in Brazil have applied the decision of the lead case indiscriminately. On December 31, 2018, the Extraordinary Appeal of the Federal Government, filed in a lawsuit brought by Braskem S/A itself, was ruled moot, therefore increasing the legal certainty of the Company for recognizing its right. In this scenario, Braskem recognized on December 31, 2018 a tax credit in the amount of R$519,830 related to PIS and COFINS for the period from March 2017 to November 2018, of which R$265,438 was recorded under “Net sales revenue”, R$235,919 under “Other operating income (expenses)” and R$18,473 under “Financial income.”
34
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
11 Investments
Interest in total and |
Adjusted net profit (loss) |
Adjusted | |||||||||
voting capital (%) - 2018 |
for the year |
equity | |||||||||
Direct and indirect |
2018 |
2017 |
2018 |
2017 | |||||||
Subsidiaries |
|||||||||||
BM Insurance |
100.00 |
(3) |
|
1,082 |
|||||||
Braskem Alemanha |
100.00 |
1,332,514 |
1,069,616 |
6,165,186 |
4,069,847 | ||||||
Braskem America |
100.00 |
1,248,067 |
993,681 |
5,626,416 |
3,665,456 | ||||||
Braskem America Finance |
100.00 |
1,860 |
981 |
(4,707) |
(5,667) | ||||||
Braskem Argentina |
100.00 |
(11,221) |
10,844 |
23,713 |
34,934 | ||||||
Braskem Austria |
(i) |
|
(58) |
(322) |
|
4,459 | |||||
Braskem Chile |
100.00 |
1,697 |
4,382 |
20,764 |
19,067 | ||||||
Braskem Holanda |
100.00 |
2,803,209 |
2,291,436 |
7,853,313 |
4,006,132 | ||||||
Braskem Holanda Finance |
100.00 |
110 |
(8,569) |
(10,232) |
(8,658) | ||||||
Braskem Holanda Inc |
100.00 |
3,373 |
1,661 |
8,210 |
3,909 | ||||||
Braskem Finance |
100.00 |
2,978 |
(9,529) |
(98,916) |
(101,894) | ||||||
Braskem Idesa |
75.00 |
103,611 |
202,657 |
(3,829,092) |
(3,586,358) | ||||||
Braskem Idesa Serviços |
75.00 |
4,923 |
6,674 |
24,793 |
15,450 | ||||||
Braskem Inc. |
100.00 |
(46,421) |
(40,349) |
197,139 |
243,560 | ||||||
Braskem México |
100.00 |
7,065 |
(1,292) |
222,265 |
183,595 | ||||||
Braskem México Sofom |
100.00 |
31,501 |
3,971 |
51,590 |
15,397 | ||||||
Braskem México Serviços |
100.00 |
(3,120) |
552 |
105 |
2,812 | ||||||
Braskem Petroquímica |
(ii) |
61,170 |
|||||||||
Cetrel |
63.68 |
40,270 |
(916) |
222,678 |
505,066 | ||||||
DAC |
63.68 |
23,220 |
4,875 |
94,584 |
76,971 | ||||||
Lantana |
100.00 |
(153) |
(13) |
(1,040) |
(888) | ||||||
Jointly-controlled investment |
|||||||||||
RPR |
33.20 |
6,358 |
106,109 |
99,672 |
201,038 | ||||||
Odebrecht Comercializadora de Energia S.A. ("OCE") |
(i) |
|
(48) |
(543) |
|
5,178 | |||||
Associates |
|||||||||||
Borealis |
20.00 |
(2,900) |
17,752 |
163,884 |
166,630 |
(i) Terminated in June, 2018.
(ii) Merged into Braskem in November, 2017.
35
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
Capital increase (decrease) |
Dividends and interest on equity |
Equity in results of investees |
Provision for losses/ other |
Equity valuation adjustments |
Currency translation adjustments |
Balance at 2018 | |||||||||||||||
Balance at 2017 |
Acquisition of shares |
Effect of results |
Adjustment of profit in inventories |
Goodwill amortization |
|||||||||||||||||
Subsidiaries and jointly-controlled investment |
|||||||||||||||||||||
Domestic |
|||||||||||||||||||||
Cetrel |
121,029 |
111 |
(2,476) |
23,205 |
(65) |
141,804 | |||||||||||||||
RPR |
66,753 |
(32,060) |
2,106 |
(3,704) |
33,095 | ||||||||||||||||
OCE |
1,036 |
(9) |
(1,027) |
||||||||||||||||||
188,818 |
111 |
|
(34,536) |
25,302 |
|
(1,027) |
(65) |
(3,704) |
|
174,899 | |||||||||||
Foreign subsidiaries |
|||||||||||||||||||||
BM Insurance |
1,038 |
(3) |
47 |
1,082 | |||||||||||||||||
Braskem Alemanha |
230,370 |
75,425 |
44 |
43,135 |
348,974 | ||||||||||||||||
Braskem Argentina |
28,474 |
(11,221) |
6,460 |
23,713 | |||||||||||||||||
Braskem Austria |
4,459 |
(4,398) |
(28) |
(33) |
|||||||||||||||||
Braskem Chile |
19,067 |
1,697 |
20,764 | ||||||||||||||||||
Braskem Holanda |
3,983,860 |
2,803,209 |
(90,598) |
173,386 |
870,587 |
7,740,444 | |||||||||||||||
Braskem Inc. |
243,560 |
(46,421) |
197,139 | ||||||||||||||||||
Braskem México |
183,595 |
7,065 |
31,605 |
222,265 | |||||||||||||||||
4,693,385 |
|
1,038 |
(4,398) |
2,829,723 |
(84,138) |
|
|
173,430 |
945,341 |
8,554,381 | |||||||||||
4,882,203 |
111 |
1,038 |
(38,934) |
2,855,025 |
(84,138) |
(1,027) |
(65) |
169,726 |
945,341 |
8,729,280 | |||||||||||
Associate |
33,406 |
(2,254) |
(549) |
2,174 |
32,777 | ||||||||||||||||
Total |
4,915,609 |
111 |
(1,216) |
(38,934) |
2,854,476 |
(84,138) |
(1,027) |
2,109 |
169,726 |
945,341 |
8,762,057 | ||||||||||
36
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
Consolidated |
Parent company | |||||||
2018 |
2017 |
2018 |
2017 | |||||
Equity in results of subsidiaries, associate and jointly-controlled |
(888) |
39,779 |
2,770,338 |
2,476,751 | ||||
Amortization of fair value adjustment |
|
(25,788) | ||||||
Reversals (provision) for losses on investments |
2,831 |
(9,144) | ||||||
Dividends received |
|
177 |
(21) |
177 | ||||
(888) |
39,956 |
2,773,148 |
2,441,996 |
37
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
In compliance with IFRS 12 and CPC 45, the Company is presenting the financial statements of the subsidiary in which the non-controlling shareholder holds interest, and the material effects on the Company’s consolidated statements.
Balance sheet |
Consolidated Braskem without the effect of |
Braskem Idesa consolidated (i) |
Eliminations |
Consolidated | |||||||||||||
2018 |
2017 |
2018 |
2017 |
2018 |
2017 |
2018 |
2017 | ||||||||||
Assets |
|
|
|
||||||||||||||
Curent |
|||||||||||||||||
Cash and cash equivalents |
4,584,280 |
3,480,407 |
963,357 |
294,686 |
5,547,637 |
3,775,093 | |||||||||||
Financial investments |
2,357,613 |
2,302,672 |
2,357,613 |
2,302,672 | |||||||||||||
Trade accounts receivable |
2,574,791 |
2,809,034 |
627,879 |
620,531 |
(127,452) |
(148,369) |
3,075,218 |
3,281,196 | |||||||||
Inventories |
7,907,429 |
6,500,198 |
579,148 |
346,725 |
8,486,577 |
6,846,923 | |||||||||||
Taxes recoverable |
313,499 |
389,810 |
109,689 |
63,029 |
423,188 |
452,839 | |||||||||||
Income tax and social contribution |
773,952 |
896,225 |
|
773,952 |
896,225 | ||||||||||||
Derivatives |
6,714 |
3,793 |
21,000 |
27,714 |
3,793 | ||||||||||||
Other receivables |
372,846 |
388,957 |
319,122 |
44,630 |
|
|
691,968 |
433,587 | |||||||||
|
|
|
|
|
|
|
| ||||||||||
18,891,124 |
16,771,096 |
2,620,195 |
1,369,601 |
(127,452) |
(148,369) |
21,383,867 |
17,992,328 | ||||||||||
Non-current |
|||||||||||||||||
Taxes recoverable |
1,369,127 |
812,666 |
61 |
52 |
1,369,188 |
812,718 | |||||||||||
Income tax and social contribution |
241,788 |
210,915 |
241,788 |
210,915 | |||||||||||||
Deferred tax |
114,000 |
129,469 |
990,158 |
1,036,257 |
1,104,158 |
1,165,726 | |||||||||||
Related parties |
6,137,206 |
5,051,706 |
(ii) |
(6,137,206) |
(5,051,706) |
||||||||||||
Other receivables |
546,892 |
637,549 |
|
47,217 |
|
33,207 |
|
594,109 |
670,756 | ||||||||
Property, plant and equipment |
20,102,981 |
19,180,263 |
12,365,063 |
11,228,346 |
(iii) |
(708,154) |
(646,999) |
31,759,890 |
29,761,610 | ||||||||
Intangible |
2,562,722 |
2,575,567 |
178,260 |
151,930 |
|
|
2,740,982 |
2,727,497 | |||||||||
|
|
|
|
|
|
|
| ||||||||||
31,074,716 |
28,598,135 |
13,580,759 |
12,449,792 |
(6,845,360) |
(5,698,705) |
37,810,115 |
35,349,222 | ||||||||||
Total assets |
49,965,840 |
45,369,231 |
16,200,954 |
13,819,393 |
(6,972,812) |
(5,847,074) |
59,193,982 |
53,341,550 | |||||||||
Liabilities and shareholders' equity |
|||||||||||||||||
Current |
|||||||||||||||||
Trade payables |
8,099,755 |
5,254,167 |
368,949 |
159,872 |
(127,452) |
(148,369) |
8,341,252 |
5,265,670 | |||||||||
Borrowings |
737,436 |
1,184,781 |
737,436 |
1,184,781 | |||||||||||||
Debentures |
27,732 |
27,183 |
27,732 |
27,183 | |||||||||||||
Braskem Idesa Borrowings |
|
|
10,504,592 |
9,691,450 |
10,504,592 |
9,691,450 | |||||||||||
Payroll and related charges |
617,079 |
609,883 |
28,317 |
20,634 |
645,396 |
630,517 | |||||||||||
Taxes payable |
419,204 |
408,007 |
12,801 |
13,067 |
432,005 |
421,074 | |||||||||||
Income tax and social contribution |
419,320 |
840,130 |
419,320 |
840,130 | |||||||||||||
Other payables |
1,932,548 |
1,019,346 |
75,849 |
57,581 |
|
|
2,008,397 |
1,076,927 | |||||||||
|
|
|
|
|
|
|
| ||||||||||
12,253,074 |
9,343,497 |
10,990,508 |
9,942,604 |
(127,452) |
(148,369) |
23,116,130 |
19,137,732 | ||||||||||
Non-current |
|||||||||||||||||
Loan agreements |
24,160,720 |
22,176,640 |
24,160,720 |
22,176,640 | |||||||||||||
Braskem Idesa Borrowings |
266,777 |
286,141 |
266,777 |
286,141 | |||||||||||||
Accounts payable to related parties |
6,147,768 |
5,065,971 |
(ii) |
(6,147,768) |
(5,065,971) |
||||||||||||
Loan to non-controlling shareholders of Braskem Idesa |
(v) |
2,183,830 |
1,756,600 |
|
2,183,830 |
1,756,600 | |||||||||||
Provision for losses on subsidiaries |
2,871,819 |
2,689,769 |
(iv) |
(2,871,819) |
(2,689,769) |
||||||||||||
Other payables |
3,544,932 |
4,286,245 |
10,348 |
7,842 |
|
|
3,555,280 |
4,294,087 | |||||||||
|
|
|
|
|
|
|
| ||||||||||
30,844,248 |
29,438,795 |
8,341,946 |
6,830,413 |
(9,019,587) |
(7,755,740) |
30,166,607 |
28,513,468 | ||||||||||
Shareholders' equity |
|||||||||||||||||
Attributable to the Company's shareholders |
6,787,645 |
6,517,850 |
(3,131,500) |
(2,953,624) |
3,131,500 |
2,953,625 |
6,787,645 |
6,517,851 | |||||||||
Non-controlling interest in subsidiaries |
80,873 |
69,089 |
|
|
(957,273) |
(896,590) |
(876,400) |
(827,501) | |||||||||
|
|
|
|
|
|
|
| ||||||||||
6,868,518 |
6,586,939 |
(3,131,500) |
(2,953,624) |
2,174,227 |
2,057,035 |
5,911,245 |
5,690,350 | ||||||||||
Total liabilities and shareholders' equity |
49,965,840 |
45,369,231 |
16,200,954 |
13,819,393 |
(6,972,812) |
(5,847,074) |
59,193,982 |
53,341,550 |
(i) Consolidation of Braskem Idesa with its direct subsidiary Braskem Idesa Serviços.
(ii) Loan from Braskem Holanda as part of shareholders’ contribution to the Braskem Idesa project.
(iii) Adjustment corresponding to the capitalization of a portion of financial charges of the abovementioned loan.
(iv) Provision recorded in the subsidiary Braskem Holanda for the negative shareholders' equity of Braskem Idesa.
(v) Loan owed to the non-controlling shareholder as part of shareholders’ contribution to the project.
38
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
Consolidated Braskem |
|||||||||||||||||
Statement of profit or loss |
Ex consolidated Braskem Idesa |
Braskem Idesa consolidated |
Eliminations |
Consolidated | |||||||||||||
2018 |
2017 |
2018 |
2017 |
2018 |
2017 |
2018 |
2017 | ||||||||||
Net sales revenue |
54,851,243 |
46,207,109 |
3,766,371 |
3,656,801 |
(617,748) |
(603,316) |
57,999,866 |
49,260,594 | |||||||||
Cost of products sold |
(44,759,559) |
(34,898,834) |
(2,314,998) |
(2,125,031) |
667,062 |
623,117 |
(46,407,495) |
(36,400,748) | |||||||||
10,091,684 |
11,308,275 |
1,451,373 |
1,531,770 |
49,314 |
19,801 |
11,592,371 |
12,859,846 | ||||||||||
Income (expenses) |
|||||||||||||||||
Selling and distribution |
(1,355,986) |
(1,287,817) |
(189,582) |
(171,791) |
(1,545,568) |
(1,459,608) | |||||||||||
General and administrative |
(1,524,480) |
(1,336,072) |
(108,191) |
(122,043) |
(332) |
23,843 |
(1,633,003) |
(1,434,272) | |||||||||
Research and development |
(199,821) |
(167,456) |
(199,821) |
(167,456) | |||||||||||||
Results from equity investments |
76,821 |
191,949 |
(77,709) |
(151,993) |
(888) |
39,956 | |||||||||||
Other income (expenses), net |
|
(208,252) |
(511,709) |
299,104 |
32,305 |
|
|
90,852 |
(479,404) | ||||||||
6,879,966 |
8,197,170 |
1,452,704 |
1,270,241 |
(28,727) |
(108,349) |
8,303,943 |
9,359,062 | ||||||||||
Financial results |
|||||||||||||||||
Financial expenses |
(2,203,504) |
(3,044,668) |
(1,090,019) |
(973,952) |
310,012 |
271,403 |
(2,983,511) |
(3,747,217) | |||||||||
Financial income |
867,185 |
850,367 |
31,879 |
24,666 |
(310,012) |
(271,403) |
589,052 |
603,630 | |||||||||
Exchange rate variations, net |
(2,014,205) |
(936,804) |
(232,064) |
132,186 |
(10,714) |
5,856 |
(2,256,983) |
(798,762) | |||||||||
(3,350,524) |
(3,131,105) |
(1,290,204) |
(817,100) |
(10,714) |
5,856 |
(4,651,442) |
(3,942,349) | ||||||||||
Profit before income tax |
|||||||||||||||||
and social contribution |
3,529,442 |
5,066,065 |
162,500 |
453,141 |
(39,441) |
(102,493) |
3,652,501 |
5,416,713 | |||||||||
IR and CSL - current and deferred |
(648,134) |
(992,285) |
(97,157) |
(299,983) |
|
|
(745,291) |
(1,292,268) | |||||||||
(648,134) |
(992,285) |
(97,157) |
(299,983) |
|
|
(745,291) |
(1,292,268) | ||||||||||
Profit for the year of continued operations |
2,881,308 |
4,073,780 |
65,343 |
153,158 |
(39,441) |
(102,493) |
2,907,210 |
4,124,445 | |||||||||
Discontinued operations results |
|||||||||||||||||
Profit (loss) from discontinued operations |
|
13,499 |
13,499 | ||||||||||||||
IR and CSL - current and deferred |
|
(4,623) |
|
|
|
|
|
(4,623) | |||||||||
|
8,876 |
|
|
|
|
|
8,876 | ||||||||||
Profit for the year |
2,881,308 |
4,082,656 |
65,343 |
153,158 |
(39,441) |
(102,493) |
2,907,210 |
4,133,321 |
39
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands of reais, except as otherwise stated
Statement of cash flows |
Consolidated Braskem |
||||||||||||||||
Ex consolidated Braskem Idesa |
Braskem Idesa consolidated |
Eliminations |
Consolidated | ||||||||||||||
2018 |
2017 |
2018 |
2017 |
2018 |
2017 |
2018 |
2017 | ||||||||||
Profit before income tax and social contribution and |
3,529,442 |
5,066,065 |
162,500 |
453,141 |
(39,441) |
|
(102,493) |
3,652,501 |
5,416,713 | ||||||||
|
|||||||||||||||||
Adjustments for reconciliation of profit (loss) |
|
||||||||||||||||
Depreciation, amortization and depletion |
2,228,978 |
2,230,466 |
810,581 |
742,033 |
(48,982) |
(43,644) |
2,990,577 |
2,928,855 | |||||||||
Results from equity investments |
(76,821) |
(191,949) |
77,709 |
151,993 |
888 |
(39,956) | |||||||||||
Interest and monetary and exchange variations, net |
4,634,302 |
2,900,745 |
1,344,888 |
802,825 |
10,714 |
(5,856) |
5,989,904 |
3,697,714 | |||||||||
Gain on sale of investment in subsidiary |
(276,816) |
(276,816) | |||||||||||||||
PIS and COFINS credits - exclusion of ICMS from the calculation basis |
(519,830) |
|
(519,830) |
||||||||||||||
Provision for losses and write-offs of long-lived assets |
69,270 |
212,759 |
3,200 |
425 |
72,470 |
213,184 | |||||||||||
|
|
|
|
|
|
|
| ||||||||||
9,865,341 |
9,941,270 |
2,321,169 |
1,998,424 |
|
|
12,186,510 |
11,939,694 | ||||||||||
Changes in operating working capital |
|||||||||||||||||
Financial investments in time deposit |
|
||||||||||||||||
Trade accounts receivable |
158,378 |
(1,304,474) |
(7,348) |
(373,066) |
(20,917) |
79,148 |
130,113 |
(1,598,392) | |||||||||
Inventories |
(1,337,618) |
(1,594,570) |
(199,672) |
36,668 |
(1,537,290) |
(1,557,902) | |||||||||||
Taxes recoverable |
1,068,637 |
417,992 |
(46,395) |
53,370 |
1,022,242 |
471,362 | |||||||||||
Prepaid expenses |
(67,051) |
(21,732) |
(38,112) |
(8,789) |
(105,163) |
(30,521) | |||||||||||
Other receivables |
(6,299) |
34,500 |
(236,392) |
(8,698) |
(242,691) |
25,802 | |||||||||||
Trade payables |
1,113,381 |
(1,237,594) |
209,077 |
(119,033) |
20,917 |
(79,148) |
1,343,375 |
(1,435,775) | |||||||||
Taxes payable |
(828,222) |
(134,766) |
(149,026) |
(82,817) |
(977,248) |
(217,583) | |||||||||||
Advances from customers |
(218,623) |
(3,089) |
18,665 |
(10,423) |
(199,958) |
(13,512) | |||||||||||
Leniency agreement |
(330,006) |
(1,343,803) |
(330,006) |
(1,343,803) | |||||||||||||
Other payables |
299,010 |
124,050 |
417,759 |
126,087 |
|
716,769 |
250,137 | ||||||||||
|
|
|
|
|
|
|
| ||||||||||
Cash from operations |
9,716,928 |
4,877,784 |
2,289,725 |
1,611,723 |
|
|
12,006,653 |
6,489,507 | |||||||||
Financial investments (includes LFT´s and LF´s) |
98,349 |
(953,228) |
|
|
98,349 |
(953,228) | |||||||||||
Cash generated from operations and |
9,815,277 |
3,924,556 |
2,289,725 |
1,611,723 |
|
|
12,105,002 |
5,536,279 | |||||||||
Interest paid |
(1,328,420) |
(1,648,971) |
(588,381) |
(505,082) |
(1,916,801) |
(2,154,053) | |||||||||||
Income tax and social contribution paid |
(937,557) |
(919,236) |
(274) |
(1,370) |
|
|
(937,831) |
(920,606) | |||||||||
Net cash generated by operating activities |
7,549,300 |
1,356,349 |
1,701,070 |
1,105,271 |
|
|
9,250,370 |
2,461,620 | |||||||||
Proceeds from the sale of fixed assets and intangible assets |
95,133 |
39,660 |
95,133 |
39,660 | |||||||||||||
Proceeds from the sale of investments |
81,000 |
450,000 |
81,000 |
450,000 | |||||||||||||
Funds received in the investments´ capital reduction |
2,254 |
|
2,254 |
||||||||||||||
Dividends received |
41,791 |
|
41,791 |
||||||||||||||
Additions to investments in subsidiaries |
(608,181) |
(608,181) | |||||||||||||||
Acquisitions to property, plant and equipment and intangible assets |
(2,635,906) |
(2,185,567) |
(70,422) |
(87,630) |
(2,706,328) |
(2,273,197) | |||||||||||
Other investments |
(2,167) |
(14,683) |
(2,167) |
(14,683) | |||||||||||||
|
|
|
|
|
|
|
| ||||||||||
Net cash used in investing activities |
(2,417,895) |
(2,318,771) |
(70,422) |
(87,630) |
|
|
(2,488,317) |
(2,406,401) | |||||||||
Short-term and long-term debt |
|||||||||||||||||
Acquired |
4,301,626 |
8,492,341 |
4,301,626 |
8,492,341 | |||||||||||||
Payments |
(6,592,197) |
(8,779,091) |
(6,592,197) |
(8,779,091) | |||||||||||||
Derivative transactions - payments |
(810,279) |
(810,279) | |||||||||||||||
Braskem Idesa borrowings |
|||||||||||||||||
Acquired |
|
187,959 |
187,959 | ||||||||||||||
Payments |
|
(812,929) |
(1,080,502) |
(812,929) |
(1,080,502) | ||||||||||||
Related parties |
|||||||||||||||||
Acquired loans (payment of loans ) |
72,880 |
20,637 |
(72,880) |
(20,637) |
|||||||||||||
Dividends paid |
(1,499,900) |
(998,893) |
(1,499,900) |
(998,893) | |||||||||||||
|
|
|
|
|
|
|
| ||||||||||
Net used in financing activities |
(3,717,591) |
(2,075,285) |
(885,809) |
(913,180) |
|
|
(4,603,400) |
(2,988,465) | |||||||||
Exchange variation on cash of foreign subsidiaries |
(309,941) |
17,849 |
(76,168) |
(11,374) |
(386,109) |
6,475 | |||||||||||
|
|
|
|
|
|
|
| ||||||||||
Increase (decrease) in cash and cash equivalents |
1,103,873 |
(3,019,858) |
668,671 |
93,087 |
|
|
1,772,544 |
(2,926,771) | |||||||||
Represented by |
|||||||||||||||||
Cash and cash equivalents at the beginning for the year |
3,480,407 |
6,500,265 |
294,686 |
201,599 |
3,775,093 |
6,701,864 | |||||||||||
Cash and cash equivalents at the end for the year |
4,584,280 |
3,480,407 |
963,357 |
294,686 |
5,547,637 |
3,775,093 | |||||||||||
|
|
|
|
|
|
|
| ||||||||||
Increase (decrease) in cash and cash equivalents |
1,103,873 |
(3,019,858) |
668,671 |
93,087 |
|
|
1,772,544 |
(2,926,771) |
40
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
12 Property, plant and equipment
(a) Change
Consolidated | ||||||||||||
Land |
Buildings and Improvements |
Machinery, Equipment and Facilities |
Projects and Stoppage in Progress (i) |
Other |
Total | |||||||
Cost |
471,655 |
5,530,714 |
36,804,409 |
3,495,965 |
1,404,759 |
47,707,502 | ||||||
Accumulated depreciation/depletion |
|
(1,111,642) |
(16,595,497) |
|
(663,653) |
(18,370,792) | ||||||
Balance as of December 31, 2016 |
471,655 |
4,419,072 |
20,208,912 |
3,495,965 |
741,106 |
29,336,710 | ||||||
Acquisitions |
0 |
|
|
149,018 |
2,090,157 |
6,066 |
2,245,241 | |||||
Additions for acquisition of subsidiary |
14,937 |
122,846 |
63,081 |
46,833 |
92,052 |
339,749 | ||||||
Capitalized financial charges |
0 |
|
130,272 |
|
130,272 | |||||||
Foreign currency translation adjustment |
0 |
5,600 |
168,554 |
387,757 |
56,425 |
4,877 |
623,213 | |||||
Transfers by concluded projects |
29,703 |
145,622 |
2,216,704 |
(2,539,041) |
147,012 |
| ||||||
Disposals |
0 |
(21,249) |
(5,149) |
(166,585) |
(5,946) |
(12,342) |
(211,271) | |||||
Cost |
0 |
(21,249) |
(7,444) |
(525,724) |
(5,946) |
(21,368) |
(581,731) | |||||
Depletion |
0 |
|
2,295 |
359,139 |
|
9,026 |
370,460 | |||||
Depreciation / depletion |
0 |
|
(280,448) |
(2,275,788) |
|
(146,068) |
(2,702,304) | |||||
Net book value |
0 |
500,646 |
4,570,497 |
20,583,099 |
3,274,665 |
832,703 |
29,761,610 | |||||
Cost |
0 |
500,646 |
6,058,259 |
39,211,042 |
3,274,665 |
1,755,092 |
50,799,704 | |||||
Accumulated depreciation/depletion |
0 |
|
(1,487,762) |
(18,627,943) |
|
(922,389) |
(21,038,094) | |||||
Balance as of December 31, 2017 |
0 |
500,646 |
4,570,497 |
20,583,099 |
3,274,665 |
832,703 |
29,761,610 | |||||
Cost - reclassification |
68,902 |
(70,296) |
1,038,042 |
186,606 |
(92,650) |
1,130,604 | ||||||
Cost - reclassified |
569,548 |
5,987,963 |
40,249,084 |
3,461,271 |
1,662,442 |
51,930,308 | ||||||
Accumulated depreciation/depletion - reclassification |
|
(88,244) |
(964,517) |
|
(77,843) |
(1,130,604) | ||||||
Accumulated depreciation/depletion - reclassified |
|
(1,576,006) |
(19,592,460) |
|
(1,000,232) |
(22,168,698) | ||||||
Balance as of December 31, 2017 |
569,548 |
4,411,957 |
20,656,624 |
3,461,271 |
662,210 |
29,761,610 | ||||||
Acquisitions |
372 |
201,492 |
2,439,286 |
13,199 |
2,654,349 | |||||||
Capitalized financial charges |
178,055 |
|
178,055 | |||||||||
Foreign currency translation adjustment |
32,751 |
593,228 |
1,433,855 |
137,551 |
30,411 |
2,227,796 | ||||||
Cost |
32,751 |
674,720 |
1,727,164 |
137,551 |
52,242 |
2,624,428 | ||||||
Depletion |
(81,492) |
(293,309) |
|
(21,831) |
(396,632) | |||||||
Transfers by concluded projects |
16,477 |
1,022,560 |
(1,106,975) |
67,938 |
| |||||||
Transfers to intangible |
|
|
(2,922) |
(1,539) |
(4,461) | |||||||
Disposals |
(2,009) |
(40,503) |
(3,873) |
(1,675) |
(48,060) | |||||||
Cost |
(2,983) |
(175,562) |
(3,873) |
(9,475) |
(191,893) | |||||||
Depletion |
974 |
135,059 |
|
7,800 |
143,833 | |||||||
Depreciation / depletion |
|
(370,035) |
(2,487,820) |
|
(151,544) |
(3,009,399) | ||||||
Net book value |
602,299 |
4,649,990 |
20,786,208 |
5,102,393 |
619,000 |
31,759,890 | ||||||
Cost |
602,299 |
6,676,549 |
43,024,738 |
5,102,393 |
1,784,807 |
57,190,786 | ||||||
Accumulated depreciation/depletion |
|
(2,026,559) |
(22,238,530) |
|
(1,165,807) |
(25,430,896) | ||||||
Balance as of December 31, 2018 |
602,299 |
4,649,990 |
20,786,208 |
5,102,393 |
619,000 |
31,759,890 |
(i) On December 31, 2018, the main amounts recorded under this item corresponded to expenses with scheduled maintenance shutdowns in Brazil and at overseas plants that are either in the preparation phase or ongoing (R$975,509), capitalized financial charges (R$293,697), inventories of spare parts (R$441,133), strategic projects in Brazil (R$125,541) and the strategic projects of Braskem America (R$1,547,870). The remainder corresponds mainly to various operational projects for maintaining the production capacity of plants.
41
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Parent Company | ||||||||||||
Land |
Buildings and Improvements |
Machinery, Equipment and Facilities |
Projects and Stoppage in Progress |
Other |
Total | |||||||
Cost |
292,509 |
1,734,953 |
26,981,068 |
2,822,457 |
993,980 |
32,824,967 | ||||||
Accumulated depreciation/depletion |
|
(936,866) |
(15,323,570) |
|
(601,404) |
(16,861,840) | ||||||
Balance as of December 31, 2016 |
292,509 |
798,087 |
11,657,498 |
2,822,457 |
392,576 |
15,963,127 | ||||||
Acquisitions |
|
|
141,029 |
1,216,852 |
(3,484) |
1,354,397 | ||||||
Additions through merger of Braskem Petroquímica |
77,680 |
108,310 |
638,750 |
67,351 |
33,288 |
925,379 | ||||||
Capitalized financial charges |
99,017 |
|
99,017 | |||||||||
Transfers by concluded projects |
|
6,097 |
1,592,844 |
(1,687,530) |
88,589 |
| ||||||
Other |
(18,048) |
(157,056) |
(2,152) |
(3,886) |
(181,142) | |||||||
Cost |
(18,048) |
(496,530) |
(2,152) |
(8,421) |
(525,151) | |||||||
Depreciation |
339,474 |
|
4,535 |
344,009 | ||||||||
Depreciation / depletion |
|
(56,172) |
(1,669,905) |
|
(108,485) |
(1,834,562) | ||||||
Net book value |
352,141 |
856,322 |
12,203,160 |
2,515,995 |
398,598 |
16,326,216 | ||||||
Cost |
352,141 |
1,926,834 |
29,887,613 |
2,515,995 |
1,158,743 |
35,841,326 | ||||||
Accumulated depreciation/depletion |
|
(1,070,512) |
(17,684,453) |
|
(760,145) |
(19,515,110) | ||||||
Balance as of December 31, 2017 |
352,141 |
856,322 |
12,203,160 |
2,515,995 |
398,598 |
16,326,216 | ||||||
Cost - reclassification |
4,637 |
8,449 |
22,844 |
(4) |
(10,153) |
25,773 | ||||||
Cost - reclassified |
356,778 |
1,935,283 |
29,910,457 |
2,515,991 |
1,148,590 |
35,867,099 | ||||||
Accumulated depreciation/depletion - reclassification |
|
(6,045) |
(29,884) |
|
10,156 |
(25,773) | ||||||
Accumulated depreciation/depletion - reclassified |
|
(1,076,557) |
(17,714,337) |
|
(749,989) |
(19,540,883) | ||||||
Balance as of December 31, 2017 |
356,778 |
858,726 |
12,196,120 |
2,515,991 |
398,601 |
16,326,216 | ||||||
Acquisitions |
174,931 |
1,367,862 |
11,822 |
1,554,615 | ||||||||
Capitalized financial charges |
|
78,448 |
|
78,448 | ||||||||
Transfers by concluded projects |
927,620 |
(956,986) |
29,366 |
| ||||||||
Transfers to intangible |
|
469 |
|
469 | ||||||||
Other |
(1,852) |
(38,834) |
(3,073) |
(703) |
(44,462) | |||||||
Cost |
(4,937) |
(166,262) |
(3,073) |
(5,691) |
(179,963) | |||||||
Depreciation |
3,085 |
127,428 |
|
4,988 |
135,501 | |||||||
Depreciation / depletion |
|
(57,629) |
(1,796,744) |
|
(110,579) |
(1,964,952) | ||||||
Net book value |
356,778 |
799,245 |
11,463,093 |
3,002,711 |
328,507 |
15,950,334 | ||||||
Cost |
356,778 |
1,930,346 |
30,846,746 |
3,002,711 |
1,184,087 |
37,320,668 | ||||||
Accumulated depreciation/depletion |
|
(1,131,101) |
(19,383,653) |
|
(855,580) |
(21,370,334) | ||||||
Balance as of December 31, 2018 |
356,778 |
799,245 |
11,463,093 |
3,002,711 |
328,507 |
15,950,334 |
The machinery, equipment and facilities of the Company require inspections, replacement of components and maintenance in regular intervals. The Company makes shutdowns in regular intervals that vary from two to six years to perform these activities. These shutdowns can involve the plant as a whole, a part of it, or even only relevant pieces of equipment, such as industrial boilers, turbines and tanks. Shutdowns that take place every six years, for example, are usually made for the maintenance of industrial plants as a whole. Expenses with each scheduled shutdown are included in property, plant and equipment items that were the subject matter of the stoppage and are fully depreciated until the beginning of the following related stoppage. The expenditures with personnel, the consumption of small materials, maintenance and the related services from third parties are recorded, when incurred, as production costs. Property, plant and equipment items are depreciated on a straight-line basis. Projects in progress are not depreciated. Depreciation begins when the assets are available for use.
Based on the analysis cited in Note 3.4(a), the Management of Braskem believes that the plants will operate at their full capacity, or close to it, within the projected period, therefore additional impairment tests of these assets were not necessary. The prices of products manufactured by the Company are quoted in international markets, in the short or medium term, and adjust to the prices of raw materials to preserve the historical margins of the business.
Financial charges are capitalized on the balance of ongoing projects using: (i) the average rate of all financings; and (ii) the exchange variation portion that corresponds to any positive difference between the average rate of financing in the domestic market and the rate cited in item (i).
In 2018, charges amounting to R$178,055 (R$130,272 in 2017) were capitalized. The average rate of these charges in the year was 8.78% p.a. (7.78% p.a. in 2017).
42
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(b) Property, plant and equipment by country
2018 |
2017 | |||
Brazil |
16,278,608 |
16,665,988 | ||
Mexico |
11,656,910 |
10,581,347 | ||
United States of America |
3,539,495 |
2,275,987 | ||
Germany |
273,987 |
229,328 | ||
Other |
10,890 |
8,960 | ||
31,759,890 |
29,761,610 |
43
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
13 Intangible assets
Consolidated | |||||||||
Goodwill |
|||||||||
based on |
Customers |
||||||||
expected future |
Brands |
Software |
and Suppliers |
||||||
profitability |
and Patents |
licenses |
Agreements |
Total | |||||
Cost |
3,187,722 |
339,512 |
566,673 |
772,888 |
4,866,795 | ||||
Accumulated amortization |
(1,128,848) |
(110,880) |
(364,336) |
(453,644) |
(2,057,708) | ||||
Balance as of December 31, 2016 |
2,058,874 |
228,632 |
202,337 |
319,244 |
2,809,087 | ||||
Acquisitions |
340 |
27,319 |
297 |
27,956 | |||||
Additions through acquisition on subsidiary |
|
1,316 |
402 |
1,718 | |||||
Foreign currency translation adjustment |
8,357 |
4,759 |
(932) |
12,184 | |||||
Other |
1,107 |
(124) |
983 | ||||||
Cost |
1,107 |
269 |
1,376 | ||||||
Amortization |
|
(393) |
(393) | ||||||
Amortization |
|
(8,349) |
(43,467) |
(72,615) |
(124,431) | ||||
Net book value |
2,058,874 |
230,087 |
192,140 |
246,396 |
2,727,497 | ||||
Cost |
3,187,722 |
349,316 |
607,528 |
772,253 |
4,916,819 | ||||
Accumulated amortization |
(1,128,848) |
(119,229) |
(415,388) |
(525,857) |
(2,189,322) | ||||
Balance as of December 31, 2017 |
2,058,874 |
230,087 |
192,140 |
246,396 |
2,727,497 | ||||
Cost - reclassification |
(44) |
58,515 |
117,743 |
121,861 |
298,075 | ||||
Cost - reclassified |
3,187,678 |
407,831 |
725,271 |
894,114 |
5,214,894 | ||||
Accumulated amortization - reclassification |
44 |
(61,252) |
(108,644) |
(128,223) |
(298,075) | ||||
Accumulated amortization - reclassified |
(1,128,804) |
(180,481) |
(524,032) |
(654,080) |
(2,487,397) | ||||
Balance as of December 31, 2017 |
2,058,874 |
227,350 |
201,239 |
240,034 |
2,727,497 | ||||
Acquisitions |
51,707 |
272 |
51,979 | ||||||
Foreign currency translation adjustment |
23,966 |
10,037 |
(185) |
33,818 | |||||
Cost |
27,021 |
21,053 |
94,351 |
142,425 | |||||
Amortization |
(3,055) |
(11,016) |
(94,536) |
(108,607) | |||||
Transfers from property, plant and equipment |
2,532 |
1,929 |
|
4,461 | |||||
Other |
(1,003) |
(1,003) | |||||||
Cost |
(596,557) |
(596,557) | |||||||
Amortization |
595,554 |
595,554 | |||||||
Amortization |
|
(7,551) |
(30,780) |
(37,439) |
(75,770) | ||||
Net book value |
2,058,874 |
246,297 |
234,132 |
201,679 |
2,740,982 | ||||
Cost |
3,187,678 |
437,384 |
799,960 |
392,180 |
4,817,202 | ||||
Accumulated amortization |
(1,128,804) |
(191,087) |
(565,828) |
(190,501) |
(2,076,220) | ||||
Balance as of December 31, 2018 |
2,058,874 |
246,297 |
234,132 |
201,679 |
2,740,982 | ||||
Average annual rates of amortization |
4.96% |
11.71% |
6.00% |
44
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Parent Company | |||||||||
Goodwill |
|||||||||
based on |
Customers |
||||||||
expected future |
Brands |
Software |
and Suppliers |
||||||
profitability |
and Patents |
licenses |
Agreements |
Total | |||||
Cost |
3,234,612 |
178,803 |
499,264 |
392,181 |
4,304,860 | ||||
Accumulated amortization |
(1,175,738) |
(84,961) |
(376,449) |
(146,470) |
(1,783,618) | ||||
Balance as of December 31, 2016 |
2,058,874 |
93,842 |
122,815 |
245,711 |
2,521,242 | ||||
Acquisitions |
25,150 |
25,150 | |||||||
Additions through merger of Braskem Petroquímica |
5 |
6,782 |
6,787 | ||||||
Transfers from property, plant and equipment |
|
(2,818) |
(2,818) | ||||||
Amortization |
|
(6,092) |
(20,751) |
(22,015) |
(48,858) | ||||
Net book value |
2,058,874 |
87,755 |
131,178 |
223,696 |
2,501,503 | ||||
Cost |
3,234,612 |
178,808 |
528,378 |
392,181 |
4,333,979 | ||||
Accumulated amortization |
(1,175,738) |
(91,053) |
(397,200) |
(168,485) |
(1,832,476) | ||||
Balance as of December 31, 2017 |
2,058,874 |
87,755 |
131,178 |
223,696 |
2,501,503 | ||||
Cost - reclassification |
(46,934) |
72,310 |
52,305 |
|
77,681 | ||||
Cost - reclassified |
3,187,678 |
251,118 |
580,683 |
392,181 |
4,411,660 | ||||
Accumulated amortization - reclassification |
46,933 |
(72,309) |
(52,305) |
|
(77,681) | ||||
Accumulated amortization - reclassified |
(1,128,805) |
(163,362) |
(449,505) |
(168,485) |
(1,910,157) | ||||
Balance as of December 31, 2017 |
2,058,873 |
87,756 |
131,178 |
223,696 |
2,501,503 | ||||
Acquisitions |
54,070 |
54,070 | |||||||
Transfers from property, plant and equipment |
(469) |
(469) | |||||||
Amortization |
|
(4,962) |
(18,348) |
(22,016) |
(45,326) | ||||
Net book value |
2,058,873 |
82,794 |
166,431 |
201,680 |
2,509,778 | ||||
Cost |
3,187,678 |
251,118 |
634,284 |
392,181 |
4,465,261 | ||||
Accumulated amortization |
(1,128,805) |
(168,324) |
(467,853) |
(190,501) |
(1,955,483) | ||||
Balance as of December 31, 2018 |
2,058,873 |
82,794 |
166,431 |
201,680 |
2,509,778 |
The Company adopts the following accounting practice for each class of intangible assets:
(a) Goodwill based on future profitability
The existing goodwill was determined in accordance with the criteria established by the accounting practices adopted in Brazil before the adoption of the CPC and IASB pronouncements and represent the excess of the amount paid over the amount of equity of the companies acquired. Such goodwill was systematically amortized until December 2008. As from 2009, it has been subject to annual impairment tests. In November 2018, Braskem conducted an impairment test of the goodwill using the value in use method (discounted cash flow) and did not identify any loss, as shown in the table below:
|
|
|
|
|
|
Consolidated | ||
Book value |
||||||||
Allocated |
Cash flow |
(with goodwill |
||||||
goodwill |
(CF) |
and work capital) |
CF/Book value | |||||
CGU and operating segments |
||||||||
CGU - Chemicals South |
926,854 |
9,628,209 |
2,479,778 |
3.9 | ||||
Operating segment - Polyolefins |
939,667 |
21,750,937 |
8,189,204 |
2.7 | ||||
Operating segment - Vinyls |
192,353 |
4,617,326 |
2,763,882 |
1.7 |
(i) The carrying amount includes, in addition to goodwill, tangible and intangible assets with defined useful lives and working capital from each operating segment.
The assumptions adopted to determine the discounted cash flow are described in Note 3.4(b). The WACC used was 11.72% p.a. The inflation rate considered for perpetuity was 3.7%.
Given the potential impact on cash flows of the “discount rate” and “perpetuity”, Braskem conducted a sensitivity analysis based on changes in these variables, with cash flows shown in the table below:
45
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
|
|
Consolidated | ||
+0.5% on |
-0.5% on | |||
discount rate |
perpetuity | |||
CGU and operating segments |
||||
CGU - Chemicals South |
9,099,954 |
9,249,202 | ||
Operating segment - Polyolefins |
20,455,434 |
20,798,767 | ||
Operating segment - Vinyls |
4,351,801 |
4,424,347 |
The main assumptions used for projecting cash flows are related to the projection of macroeconomic indicators, international prices and global and local demand in the countries where Braskem has operational production plants.
Macroeconomic indicators are provided by a widely recognized consulting firm and include items such as: exchange, inflation and interest rates, among others.
Prices for key petrochemical products are obtained from projections made by an international consulting firm. However, final prices take into consideration meetings of specific internal committees and the knowledge of the Company’s experts in preparing the benchmarks for each market. In most cases, for the projected period, the internally projected prices have gone through a new revision compared to those originally projected by the international consulting firm.
Similar to for prices, global demand also is contracted from a specific consulting firm and, in the markets where the Company operates more directly, they consider additional variables for the composition of local demand.
In the Vinyls segment, whose main product is PVC, the projected cash flow exceeded the book value of assets by 67%. The main variables impacting this business are related to fluctuations in the exchange rate, international spreads (especially those related to the prices of naphtha, PVC and Caustic Soda) and Brazilian demand. Effective deviations of these important variables from the Company’s projections could lead to cash flows being lower than the value of the assets.
(b) Intangible assets with defined useful lives
(b.1) Trademarks and patents
The technologies acquired from third parties, including those acquired through business combination, are recorded at the cost of acquisition and/or fair value and other directly attributed costs, net of accumulated amortization and provision for impairment, when applicable. Technologies that have defined useful lives and are amortized using the straight-line method based on the term of the purchase agreement (between 10 and 20 years). Expenditures with research and development are accounted for in profit and loss as they are incurred.
(b.2) Contractual customer and supplier relationships
Contractual customer and supplier relationships arising from a business combination were recognized at fair value at the respective acquisition dates. These contractual customer and supplier relationships have a finite useful life and are amortized using the straight-line method over the term of the respective purchase or sale agreement (between 14 and 28 years).
46
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(b.3) Software
All software booked has defined useful life estimated between 3 and 10 years and is amortized using the straight-line method. Costs associated with maintaining computer software programs are recognized in profit and loss as incurred.
(c) Intangible assets by country
2018 |
2017 | |||
Brazil |
2,510,503 |
2,502,231 | ||
Mexico |
178,261 |
151,930 | ||
United States of America |
26,791 |
47,357 | ||
Germany |
25,373 |
25,948 | ||
Other |
54 |
31 | ||
2,740,982 |
2,727,497 |
14 Trade account payables
Consolidated |
Parent company | |||||||
2018 |
2017 |
2018 |
2017 | |||||
Trade payables: |
||||||||
Domestic market |
1,787,566 |
2,547,504 |
1,411,430 |
2,120,067 | ||||
Foreign market |
(i) |
6,934,598 |
3,024,791 |
7,215,008 |
12,992,170 | |||
Present value adjustment - foreign market |
(107,648) |
(46,888) |
(93,915) |
(67,923) | ||||
8,614,516 |
5,525,407 |
8,532,523 |
15,044,314 | |||||
Current liabilities |
8,341,252 |
5,265,670 |
8,259,259 |
1,198,842 | ||||
Non-current liabilities |
273,264 |
259,737 |
273,264 |
13,845,472 | ||||
8,614,516 |
5,525,407 |
8,532,523 |
15,044,314 |
(i) Considers R$5.6 billion (2017 - R$1.6 billion) in purchases of raw material maturing in up to 360 days, for which the Company provides letters of credit issued by financial institutions, where suppliers are the beneficiaries.
47
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
15 Borrowings
(a) Borrowings
|
|
Consolidated | |||||||
Annual financial charges |
2018 |
2017 | |||||||
Foreign currency |
|||||||||
Bonds |
Note 15 (b) |
21,930,575 |
20,082,588 | ||||||
Export prepayment |
Note 15 (c) |
810,542 |
781,573 | ||||||
Export credit notes |
Exchange variation + 7.30 |
(i) |
679,895 | ||||||
Working capital |
US dollar exchange variation + 3.15% |
883,181 | |||||||
Working capital |
Argentine Peso exchange variation |
48 |
|||||||
Investments |
Note 15 (d) |
620,160 |
|||||||
Other - SACE |
Note 15 (e) |
1,147,397 |
|||||||
Transactions costs |
(346,921) |
(285,657) | |||||||
24,161,801 |
22,141,580 | ||||||||
Current liabilities |
610,922 |
985,639 | |||||||
Non-current liabilities |
23,550,879 |
21,155,941 | |||||||
Total |
24,161,801 |
22,141,580 | |||||||
Local currency |
|||||||||
Export credit notes |
100.00 of CDI + 0.70 |
406,258 |
|||||||
Export credit notes |
105.00 and 108.00 of CDI |
(i) |
508,146 | ||||||
BNDES |
TJLP + interest between 0.00 and 2.62 |
(i) |
31,347 | ||||||
BNDES |
SELIC + 2.32 |
(i) |
22,039 | ||||||
BNDES |
Interest between 3.50 and 4.00 |
(ii) |
52,081 |
132,020 | |||||
BNB/ FINEP/ FUNDES/FINISA/FINAME |
5.83% |
(iii) |
239,969 |
486,227 | |||||
FINAME |
TJLP + 6.00 |
555 |
2,293 | ||||||
Fundo de Desenvolvimento do Nordeste (FDNE) |
6.5% |
37,099 |
42,045 | ||||||
Other |
19.14% |
426 |
655 | ||||||
Transactions costs |
(33) |
(4,931) | |||||||
736,355 |
1,219,841 | ||||||||
Current liabilities |
126,514 |
199,142 | |||||||
Non-current liabilities |
609,841 |
1,020,699 | |||||||
Total |
736,355 |
1,219,841 | |||||||
Foreign currency and local currency |
|||||||||
Current liabilities |
737,436 |
1,184,781 | |||||||
Non-current liabilities |
24,160,720 |
22,176,640 | |||||||
Total |
24,898,156 |
23,361,421 |
(i) Contracts with advanced settlement.
(ii) Contracts partially settled in advance in the amount of R$32.287.
(iii) Contracts partially settled in advance in the amount of R$138.230.
2018 |
2017 | ||||
Foreign currency |
|||||
Current liabilities |
6,987 |
189,600 | |||
Non-current liabilities |
1,544,044 |
1,813,113 | |||
1,551,031 |
2,002,713 | ||||
Local currency |
|||||
Current liabilities |
121,145 |
192,704 | |||
Non-current liabilities |
604,949 |
1,010,579 | |||
726,094 |
1,203,283 | ||||
Foreign currency and local currency |
|||||
Current liabilities |
128,132 |
382,304 | |||
Non-current liabilities |
2,148,993 |
2,823,692 | |||
Total |
2,277,125 |
3,205,996 |
48
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(b) Bonds
Issue amount |
Interest |
||||||||||
Issue date |
|
US$ |
Maturity |
(% per year) |
2018 |
2017 | |||||
June-2008 |
500,000 |
June-2018 |
7.25 |
- |
440,274 | ||||||
May-2010 |
400,000 |
May-2020 |
7.00 |
81,434 |
159,341 | ||||||
May-2010 |
350,000 |
May-2020 |
7.00 |
1,370,156 |
1,169,732 | ||||||
October-2010 |
(i) |
450,000 |
no maturity date |
7.38 |
985,767 |
1,514,826 | |||||
April-2011 |
750,000 |
April-2021 |
5.75 |
2,676,195 |
2,502,351 | ||||||
July-2011 |
500,000 |
July-2041 |
7.13 |
1,997,984 |
1,705,722 | ||||||
February-2012 |
250,000 |
April-2021 |
5.75 |
980,304 |
836,907 | ||||||
February-2012 |
250,000 |
no maturity date |
7.38 |
985,767 |
841,570 | ||||||
May-2012 |
500,000 |
May-2022 |
5.38 |
1,954,177 |
1,668,323 | ||||||
July-2012 |
250,000 |
July-2041 |
7.13 |
998,992 |
852,861 | ||||||
February-2014 |
500,000 |
February-2024 |
6.45 |
1,988,773 |
1,697,859 | ||||||
May-2014 |
250,000 |
February-2024 |
6.45 |
994,387 |
848,929 | ||||||
October-2017 |
500,000 |
January-2023 |
3.50 |
1,969,609 |
1,667,025 | ||||||
October-2017 |
|
1,250,000 |
January-2028 |
4.50 |
4,947,030 |
4,176,868 | |||||
Total |
6,700,000 |
21,930,575 |
20,082,588 |
(i) Part of the contracts settled in the amount of R$825,720.
(c) Export pre-payment
Initial amount |
|||||||||||
of the transaction |
Consolidated | ||||||||||
Issue date |
|
(US$ thousand) |
Maturity |
Charges (% per year) |
2018 |
2017 | |||||
January-2013 |
200,000 |
November-2022 |
US dollar exchange variation + semiannual Libor + 1.10 |
311,082 |
331,701 | ||||||
September-2017 |
135,000 |
March-2017 |
US dollar exchange variation + semiannual Libor + 1.61 |
499,460 |
449,872 | ||||||
Total |
335,000 |
810,542 |
781,573 |
(d) Capital raised for investments
The subsidiary Braskem America contracted a credit facility in the amount of up to US$225 million that is secured by Euler Hermes, a German export credit agency, which will be used to finance a portion of the investment in the new PP plant located in La Porte, Texas, United States. The funds will be released in accordance with the progress of the project’s construction and the total amount funded is expected to be disbursed by December 30, 2020.
Initial amount |
|||||||||||
of the transaction |
Consolidated | ||||||||||
Issue date |
|
(US$) |
Maturity |
Charges (% per year) |
2018 |
2017 | |||||
July-2018 |
(i) |
158,150 |
December-2028 |
Us dollar exchange variation + semianual Libor + 0.65 |
620,160 |
||||||
Total |
158,150 |
620,160 |
|
(i) US$130,650 released in July 2018, US$13,677 released in September 2018 and US$13,823 released in December 2018.
49
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(e) Others - SACE
The subsidiary Braskem Netherlands B.V. secured a financing facility of US$295 million guaranteed by SACE Covered Facility Agreement, the Italian export credit agency.
Initial amount |
|||||||||||
of the transaction |
Consolidated | ||||||||||
Issue date |
|
(US$) |
Maturity |
Charges (% per year) |
2018 |
2017 | |||||
November-2018 |
295,125 |
November-2028 |
Us dollar exchange variation + semianual Libor + 0.90 |
1,147,397 |
|||||||
Total |
295,125 |
1,147,397 |
|
(f) Payment schedule
The maturity profile of the long-term amounts is as follows:
|
|
Consolidated | ||
2018 |
2017 | |||
2019 |
1,245,895 | |||
2020 |
1,748,531 |
2,199,869 | ||
2021 |
3,933,857 |
3,655,465 | ||
2022 |
2,256,444 |
1,801,844 | ||
2023 |
2,355,549 |
1,709,587 | ||
2024 |
3,336,032 |
2,539,216 | ||
2025 |
234,270 |
45,994 | ||
2026 |
234,296 |
44,239 | ||
2027 |
205,157 |
17,586 | ||
2028 |
5,028,265 |
4,133,762 | ||
2029 and thereafter |
4,828,319 |
4,783,183 | ||
Total |
24,160,720 |
22,176,640 |
(g) Guarantees
Braskem gave collateral for part of its borrowings as follows:
Total |
Total |
|||||||
Loans |
Maturity |
debt 2017 |
guaranteed |
Guarantees | ||||
BNB |
December-2022 |
88,909 |
88,909 |
Mortgage of plants, pledge of machinery and equipment | ||||
BNB |
March-2023 |
32,093 |
32,093 |
Bank surety | ||||
BNDES |
January-2021 |
52,081 |
52,081 |
Mortgage of plants, land and property, pledge of machinery and equipment | ||||
FUNDES |
June-2020 |
47,929 |
47,929 |
Mortgage of plants, land and property, pledge of machinery and equipment | ||||
FINEP |
July-2024 |
61,725 |
61,725 |
Bank surety | ||||
FINEP |
December-2019 |
2,872 |
2,872 |
Bank surety, pledge of equipment and current account lockout (restricted fund). | ||||
FINAME |
April-2021 |
1,496 |
1,496 |
Pledge of equipment | ||||
FINISA |
December-2023 |
5,500 |
5,500 |
Bank surety | ||||
OTHER |
July-2021 |
424 |
424 |
Pledge of equipment | ||||
Total |
293,029 |
293,029 |
50
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
16 Braskem Idesa Financing
Principal amount US$ |
|
|
Consolidated | |||||||
Identification |
Maturity |
Charges (% per year) |
2018 |
2017 | ||||||
Project finance |
|
|||||||||
Project finance I |
700,000 |
February-2027 |
Us dollar exchange variation + quarterly Libor + 3.25 |
2,335,825 |
2,179,981 | |||||
Project finance II |
210,000 |
February-2027 |
Us dollar exchange variation + 6.17 |
657,689 |
621,140 | |||||
Project finance III |
600,000 |
February-2029 |
Us dollar exchange variation + 4.33 |
1,983,113 |
1,827,811 | |||||
Project finance IV |
660,000 |
February-2029 |
Us dollar exchange variation + quarterly Libor + 3.88 |
2,225,042 |
2,032,093 | |||||
Project finance V |
400,000 |
February-2029 |
Us dollar exchange variation + quarterly Libor + 4.65 |
1,326,901 |
1,221,997 | |||||
Project finance VI |
89,994 |
February-2029 |
Us dollar exchange variation + quarterly Libor + 2.73 |
297,158 |
273,887 | |||||
Project finance VII |
533,095 |
February-2029 |
Us dollar exchange variation + quarterly Libor + 4.64 |
1,768,389 |
1,627,479 | |||||
Transactions costs |
(89,525) |
(92,938) | ||||||||
Total |
3,193,089 |
10,504,592 |
9,691,450 | |||||||
Current liabilities |
10,504,592 |
9,691,450 | ||||||||
Total |
10,504,592 |
9,691,450 |
In keeping with the Company’s Financial Policy, the investment in the Braskem Idesa petrochemical complex has been financed under a Project Finance structure, in which the construction loan must be repaid using exclusively the cash generated by the company itself and with the shareholders pledging limited guarantees. Accordingly, this financing structure includes guarantees typical to transactions of this kind, such as assets, receivables, cash generation and other rights of Braskem Idesa.
Project Finance borrowings include various contractual obligations (covenants) that are typical in contracts of this kind.
On the reporting date of the financial statements of December 31, 2018, the company remains in breach of part of its non-financial contractual obligations. As a result, remains the reclassification to the current liability the entire balance of non-current liabilities, in the amount of R$9,554,476, in accordance with CPC 26 and its corresponding accounting standard IAS 1 (Presentation of Financial Statements).
In accordance with the aforementioned accounting standards, reclassification is required in situations in which the breach of certain contractual obligations entitles creditors to request from Braskem Idesa the prepayment of obligations in the short term. In this context, note that none of the creditors requested said prepayment of obligations and that Braskem Idesa has been settling its debt service obligations in accordance with their original maturity schedule.
Furthermore, Braskem Idesa has been negotiating a waiver of such breaches with its creditors in order to reclassify the entire amount reclassified from current liabilities back to non-current liabilities.
The following amortization schedule presents the original long-term maturities, excluding the reclassification to current liabilities arising from the aforementioned breach of contractual obligations.
51
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Consolidated | ||||
2018 |
2017 | |||
2019 |
748,071 | |||
2020 |
1,016,916 |
877,450 | ||
2021 |
1,161,108 |
1,002,270 | ||
2022 |
968,519 |
835,009 | ||
2023 |
1,280,154 |
1,105,295 | ||
2024 |
1,385,087 |
1,195,682 | ||
2025 |
1,381,192 |
1,195,096 | ||
2026 |
1,194,964 |
1,052,156 | ||
2027 |
582,393 |
474,438 | ||
2028 |
482,038 |
362,629 | ||
2029 and thereafter |
102,105 |
59,637 | ||
Total |
9,554,476 |
8,907,733 |
17 Debentures
Issue date |
Series |
Maturity |
Annual financial charges (%) |
2018 |
2017 | |||||
March-2013 |
Single |
March-2025 |
IPCA + 6% |
210,506 |
216,968 | |||||
September-2013 |
Single |
September-2025 |
126,5% of CDI |
84,003 |
96,356 | |||||
294,509 |
313,324 | |||||||||
Current liabilities |
27,732 |
27,183 | ||||||||
Non-current liabilities |
266,777 |
286,141 | ||||||||
Total |
294,509 |
313,324 |
(a) Payment schedule
The amount of debentures with long-term maturities, is as follows:
|
|
Consolidated | ||
2018 |
2017 | |||
2019 |
|
26,629 | ||
2020 |
44,811 |
43,674 | ||
2021 |
50,722 |
49,326 | ||
2022 |
50,745 |
49,326 | ||
2023 |
50,769 |
49,326 | ||
2024 |
50,796 |
49,326 | ||
2025 |
18,934 |
18,534 | ||
Total |
266,777 |
286,141 |
52
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(b) Guarantees
The Company entered into agreements for the fiduciary assignment of receivables, with the maintenance of restricted accounts, in accordance with the assignment agreements.
18 Reconciliation of financing activities in statement of cash flow
|
|
|
|
|
|
|
|
|
|
Consolidated | ||
|
|
|
|
|
|
|
|
|
|
Current and non-current | ||
Borrowings, debentures and Braskem Idesa financing |
||||||||||||
Total |
||||||||||||
borrowings |
Braskem Idesa |
|||||||||||
Borrowings |
Debentures |
and debentures |
financing |
Total |
Dividends | |||||||
Balance at December 31, 2017 |
23,361,421 |
313,324 |
23,674,745 |
9,691,450 |
33,366,195 |
3,850 | ||||||
Acquired |
4,301,626 |
4,301,626 |
4,301,626 |
|||||||||
Payments |
(6,569,073) |
(23,124) |
(6,592,197) |
(812,929) |
(7,405,126) |
(1,499,900) | ||||||
Cash used in financing activities |
(2,267,447) |
(23,124) |
(2,290,571) |
(812,929) |
(3,103,500) |
(1,499,900) | ||||||
Other changes |
||||||||||||
Interest paid |
(1,304,811) |
(23,609) |
(1,328,420) |
(588,381) |
(1,916,801) |
|||||||
Interest and monetary and exchange variations, net |
3,703,892 |
27,918 |
3,731,810 |
604,837 |
4,336,647 |
|||||||
Currency translation adjustments |
1,405,101 |
1,405,101 |
1,609,615 |
3,014,716 |
||||||||
Additional dividends approved in the boar meeting |
|
1,500,000 | ||||||||||
Mandatory minimum dividends |
|
667,419 | ||||||||||
Prescribed dividends / other |
|
1,026 | ||||||||||
3,804,182 |
4,309 |
3,808,491 |
1,626,071 |
5,434,562 |
2,168,445 | |||||||
Balance at December 31, 2018 |
24,898,156 |
294,509 |
25,192,665 |
10,504,592 |
35,697,257 |
672,395 |
19 Financial instruments
19.1 Fair Value
(a) Fair value calculation
The fair value of financial assets and liabilities is estimated as the amount for which a financial instrument could be exchanged in an arm’s length transaction and not in a forced sale or settlement. The following methods and assumptions were used to estimate the fair value:
(i) Financial assets classified as fair value through profit and loss or as fair value through other comprehensive income are measured in accordance with the fair value hierarchy (Level 1 and Level 2), with inputs used in the measurement processes obtained from sources that reflect the most recent observable market prices.
(ii) Trade accounts receivable and trade payables, mostly classified as amortized cost, corresponds to their respective carrying amounts due to the short-term maturity of these instruments. When purchase or sale prices include material financial charges, the securities are adjusted to their present value.
(iii) The fair value of borrowings is estimated by discounting future contractual cash flows at the market interest rate, which is available to Braskem in similar financial instruments.
(iv) The fair value of bonds is based on prices negotiated in financial markets, plus the respective carrying amount of interests.
53
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
The fair values of the remaining assets and liabilities correspond to their carrying amount.
(b) Fair value hierarchy
The Company adopts CPC 40 and IFRS 7 to measure the fair value of financial instruments recorded in the balance sheet; this requires disclosure in accordance with the following fair value measurement hierarchy:
Level 1 – fair value obtained through prices quoted (without adjustments) in active markets for identical assets or liabilities, such as the stock exchange; and
Level 2 – fair value obtained from financial models using directly observable market data, such as discounted cash flow, when the instrument is a forward purchase/sale or a swap contract, or such as the Black-Scholes model, when the instrument has the characteristics of an option. To measure the credit risk of the parties involved in derivative instruments, Braskem uses CVA (Credit Valuation Adjustment) or DVA (Debt Valuation Adjustment) models, applied flow by flow on the mark-to-market value of each instrument. The Company adopts the ratings of the other parties for positive flows and its own rating for negative flows, both available in the market and disclosed by renowned rating agencies, as a necessary assumption to define the probability of default.
54
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
19.2 Non-derivative financial instruments and leniency agreement (Note 23.3) - consolidated
Fair value |
Book value |
Fair value | ||||||||||||
Note |
Classification by category |
hierarchy |
2018 |
2017 |
2018 |
2017 | ||||||||
Cash and cash equivalents |
5 |
|||||||||||||
Cash and banks |
Amortized cost |
2,228,964 |
1,428,766 |
2,228,964 |
1,428,766 | |||||||||
Financial investments in Brazil |
Fair value through profit or loss |
Level 2 |
1,754,561 |
1,706,784 |
1,754,561 |
1,706,784 | ||||||||
Financial investments abroad |
Fair value through profit or loss |
Level 2 |
1,564,112 |
639,543 |
1,564,112 |
639,543 | ||||||||
5,547,637 |
3,775,093 |
5,547,637 |
3,775,093 | |||||||||||
Financial investments |
6 |
|||||||||||||
Letras financeiras do tesouro - LFT |
Fair value through profit or loss |
Level 2 |
2,247,272 |
1,816,889 |
2,247,272 |
1,816,889 | ||||||||
Time deposit investments |
Amortized cost |
Level 2 |
49,630 |
440,616 |
49,630 |
440,616 | ||||||||
Time deposit investments |
Fair value through profit or loss |
Level 2 |
|
15,764 |
|
15,764 | ||||||||
Other |
Fair value through profit or loss |
Level 2 |
70,709 |
39,739 |
70,709 |
39,739 | ||||||||
2,367,611 |
2,313,008 |
2,367,611 |
2,313,008 | |||||||||||
Trade accounts receivable |
6 |
Amortized cost |
3,045,463 |
3,244,851 |
3,045,463 |
3,244,851 | ||||||||
Trade accounts receivable |
6 |
Fair value through profit or loss |
Level 2 |
47,540 |
73,841 |
47,540 |
73,240 | |||||||
Trade payables |
14 |
Amortized cost |
8,614,516 |
5,525,407 |
8,614,516 |
5,525,407 | ||||||||
Borrowings |
15 |
Amortized cost |
||||||||||||
Foreign currency - Bond |
Level 1 |
21,930,575 |
20,082,588 |
22,028,040 |
21,230,567 | |||||||||
Foreign currency - other borrowings |
Level 2 |
2,578,147 |
2,344,649 |
2,277,069 |
2,228,608 | |||||||||
Local currency |
Level 2 |
736,388 |
1,224,772 |
598,926 |
1,039,873 | |||||||||
25,245,110 |
23,652,009 |
24,904,035 |
24,499,048 | |||||||||||
Braskem Idesa borrowings |
16 |
Amortized cost |
Level 2 |
10,594,117 |
9,784,388 |
9,367,878 |
8,675,711 | |||||||
Debentures |
17 |
Amortized cost |
Level 2 |
294,509 |
313,324 |
239,976 |
214,815 | |||||||
Loan ton non-controlling |
Amortized cost |
2,183,830 |
1,756,600 |
2,183,830 |
1,756,600 | |||||||||
Leniency agreement |
23.3 |
Amortized cost |
1,443,002 |
1,629,114 |
1,443,002 |
1,629,114 |
55
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
19.3 Derivative financial instruments
19.3.1 Changes
Net |
Net | |||||||||||||||||
Operation characteristics |
(Asset)/ |
(Asset)/ | ||||||||||||||||
Fair value |
Principal exposure |
Accumulated |
Liability |
Change in |
Financial |
Liability | ||||||||||||
Identification |
Note |
hierarchy |
Derivatives |
OCI (equity) |
2017 |
fair value |
settlement |
2018 | ||||||||||
Non-hedge accounting transactions |
||||||||||||||||||
Exchange swap |
Level 2 |
Argentine peso |
|
Dollar |
|
752 |
(235) |
517 | ||||||||||
NCE swap |
Level 2 |
Real |
Dollar |
|
5,231 |
|
5,231 | |||||||||||
|
5,983 |
(235) |
5,748 | |||||||||||||||
Hedge accounting transactions |
||||||||||||||||||
Dollar put option |
19.3.1 (a.i) |
Level 2 |
Real |
Dollar |
(40,338) |
(3,793) |
39,932 |
|
36,139 | |||||||||
Dollar swap |
19.3.1 (a.ii) |
Level 2 |
Real |
Dollar+Fixed rates |
(183,808) |
|
183,398 |
|
183,398 | |||||||||
Interest rate swaps |
19.3.1 (a.iii) |
Level 2 |
Libor |
Fixed rates |
(209,067) |
(25,791) |
(41,590) |
(283) |
(67,664) | |||||||||
(433,213) |
(29,584) |
181,740 |
(283) |
151,873 | ||||||||||||||
Derivatives |
||||||||||||||||||
Current assets |
(3,793) |
(27,714) | ||||||||||||||||
Non-current assets |
(32,666) |
(46,664) | ||||||||||||||||
Current liabilities |
6,875 |
70,305 | ||||||||||||||||
Non-current liabilities |
- |
161,694 | ||||||||||||||||
(29,584) |
157,621 |
The counterparties in these contracts are constantly monitored based on the analysis of their respective ratings and Credit Default Swaps – CDS. Braskem has many bilateral risk mitigators in its derivative contracts, such as the possibility of depositing or requesting deposits of a guarantee margin from the counterparties it deems convenient.
Derivative financial instruments designated for hedge accounting are presented in the balance sheet at their fair value in an asset or liability account depending on whether the fair value represents a positive or a negative balance to Braskem, respectively, and are necessarily classified as "fair value through profit and loss".
All hedge financial instruments held at December 31, 2018 were contracted on Over the Counter - OTC markets with large financial counterparties under global derivative contracts in Brazil or abroad.
Braskem’s Financial Policy provides for the active management and continued protection against undesired fluctuations in currencies and rates arising from its operations and financial items, with the possibility of contracting derivative instruments (swaps, NDFs, options, etc.). The other market risks are addressed on a case-by-case basis for each transaction. In general, Braskem assesses the need for hedging in the analysis of prospective transactions and seeks to customize the hedge and keeps it in place for the same period of the hedged transaction.
Braskem may elect derivatives for the application of hedge accounting in accordance with CPC 48 and IFRS 9. The hedge designation is not mandatory. In general, Braskem will elect to designate financial instruments as hedges when the application is expected to provide a significant improvement in the presentation of the offsetting effect on the changes in the hedged items.
The effective portion of the changes in the fair value of hedge derivatives and of the exchange variation of financial liabilities designated and qualified as sales flow hedge is recognized in equity, under “Other comprehensive income”. These amounts are transferred to profit and loss for the periods in which the hedged item affects the financial results. The ineffective portion is recognized immediately in profit and loss as “Financial result.”
56
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
When a hedge instrument matures or is sold or when it no longer meets the criteria for hedge accounting, it is prospectively discontinued and any cumulative gain or loss in equity remains in equity and is recognized in financial result when the hedged item or transaction affects profit and loss. If the hedged item or transaction is settled in advance, discontinued or is not expected to occur, the cumulative gain or loss in equity is immediately transferred to financial result.
(a) Hedge accounting transactions
(a.i) Dollar call and put option
On December 31, 2018, Braskem held a total notional amount of put options of R$2.2 billion, with an average strike price of 3.29 R$/US$. Simultaneously, the Company also held a total notional amount of call options of R$1.6 billion, with an average strike price of R$/US$4.61. The operations have a maximum term of 24 months. Dollar-denominated future sales in Brazilian real were designated for hedge accounting, with the months of revenue recognition always coinciding with the months of the options.
According to CPC 48/IFRS 9, the accounting standard in force as from January 1, 2018, the amount of the mark-to-market (“MtM”) adjustment, as well as the amount of the premium of the operation, is recognized as “Other comprehensive income” (“OCI”) under shareholders' equity. The fair value of the options is composed of the notional value of the operations multiplied by the sum of the intrinsic value, which refers to the amount by which the option exceeded the exercise price at the time of evaluation, and the time value of the derivative until its maturity. From the beginning of operations and their respective designations as hedge accounting, the Company began to recognize in OCI all possible premiums paid on the options purchased, in the form of hedge costs. On December 31, 2018, the amount recorded in OCI as cost of hedge is R$4.1 million.
(a.ii) Dollar Swap
To remain aligned with its risk management strategy, the Company contracted foreign exchange derivative operations (“swaps”) in the aggregate amount of R$1.3 billion, with annual maturities over the following 5 years starting January 30, 2019. These operations were designated to cash flow hedge accounting, where the hedging instruments are foreign exchange derivatives and the hedged objects are highly probable future revenues in the domestic market subject to fluctuations in Brazilian real/U.S. dollar price. Accordingly, the mark-to-market adjustment of the effective portion of the hedge will be recognized under shareholders equity in the line “Other comprehensive income” and will be recognized in the financial result only upon the maturity of each installment.
57
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(a.iii) Hedge operation by Braskem Idesa related to Project finance
Interest rate swap linked to Libor
Identification |
Nominal value |
Hedge |
Maturity |
|
|
Fair value | ||||
US$ |
(interest rate per year) |
2018 |
|
2017 | ||||||
Swap Libor I to VI |
1,312,892 |
1.9825% |
May-2025 |
(67,664) |
(25,791) | |||||
Total |
1,312,892 |
(67,664) |
(25,791) | |||||||
Derivatives |
||||||||||
Current assets |
(21,000) |
| ||||||||
Non-Current assets |
(46,664) |
(32,666) | ||||||||
Current liabilities |
|
6,875 | ||||||||
Total |
(67,664) |
(25,791) |
Braskem Idesa contracted swap operations with the purpose of offsetting part of the Libor variation arising from the financings mentioned in Note 16. This hedge operation shares the same guarantees with the Project finance.
19.4 Non-derivative financial liabilities designated to hedge accounting
(a.i) Future exports in U.S. dollars
On May 1, 2013, Braskem S.A. designated non-derivative financial instrument liabilities, denominated in U.S. dollars, as hedge for the flow of its highly probable future exports. Thus, the impact of exchange rates on future cash flows in dollars derived from these exports is offset by the foreign exchange variation on the designated liabilities, partly eliminating the volatility of results. The exchange rate on the date of the designation was
US$ 1: R$2.0017. In addition to this hedge accounting, on October 10, 2017, Braskem S.A. designated new financial instruments for the hedging of future sales, which mature in 2028. The hedged exchange rate was US$1: R$3.1688.
Therefore, on December 31, 2018, exports that were designated not yet realized and not discontinued are shown below:
|
Total nominal value | |
|
US$ | |
|
||
2019 |
|
733,980 |
2020 |
|
723,999 |
2021 |
|
716,000 |
2022 |
|
719,000 |
2023 |
|
718,372 |
2024 |
|
688,854 |
2028 |
|
1,250,000 |
|
5,550,205 |
There were no changes in financial instruments designated for this hedge in the period ended December 31, 2018.
The Company considers these exports in the selected period (2019/2028) as highly probable, based on the following factors:
58
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
The exports of the Company are not sporadic or occasional, but constitute an integral part of its strategy and of the petrochemical business, in which competition is global.
On December 31, 2018, the maturities of financial liabilities designated, within the scope of the consolidated balance sheet, were as follows:
|
Total nominal value | |
|
US$ | |
|
||
2019 |
|
733,980 |
2020 |
|
723,999 |
2021 |
|
716,000 |
2022 |
|
719,000 |
2023 |
|
718,372 |
2024 |
|
688,854 |
2028 |
|
1,250,000 |
|
5,550,205 |
In order to maintain consistency between the parent company’s results and the consolidated results, the Company selected the hedge instruments with subsidiaries abroad observing the existence of guarantees arising from their operations with third parties. As a result, non-derivative financial liabilities in which the foreign subsidiary acted as an intermediary of the Parent Company in the operations were selected, which effectively maintained the essence of the transactions. Trade payables, especially naphtha, were also considered in the transaction.
To ensure the continuity of the hedging relationship, the Company plans to refinance and/or substitute these hedge instruments to adjust them to the schedule and value of the hedged exports. The rollover or replacement of the hedge instrument are provided for in IFRS 9 and CPC 48. This explains the fact that liabilities designated for hedge are not necessarily equivalent to the exports designated in the year.
The following table provides the balances of exchange variation recognized in the Company’s net financial income (expenses) due to the realization of exports designated for this hedge in the 12-month period ended December 31, 2018:
Conversion rate |
||||||||
Total nominal |
at Inception |
Closing rate |
Gross nominal | |||||
value US$ |
R$/US$ |
R$/US$ |
value | |||||
First quarter |
|
189,325 |
2.0017 |
3.3082 |
247,353 | |||
Second quarter |
208,405 |
2.0017 |
3.2769 |
265,758 | ||||
Third quarter |
193,190 |
2.0017 |
3.3080 |
252,364 | ||||
Fourth quarter |
196,973 |
2.0017 |
3.3080 |
257,307 | ||||
787,893 |
1,022,782 |
The changes in foreign exchange variation and Income Tax and Social Contribution under “Other comprehensive income” of this hedge are as follows:
59
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Exchange |
Net | ||||
variation |
IR and CSL |
effect | |||
At December 31, 2017 |
(6,814,142) |
2,316,808 |
(4,497,334) | ||
Exchange variation recorded in the period on OCI / IR and CSL |
(3,145,857) |
1,069,591 |
(2,076,266) | ||
Exchange variation transferred to profit or loss / IR and CSL |
1,022,782 |
(347,746) |
675,036 | ||
At December 31, 2018 |
(8,937,217) |
3,038,653 |
(5,898,564) |
The realizations expected for 2019 will occur through the payments of financial instruments in conformity with exports made, and the exchange variation recorded in “Other comprehensive income” will be written off to the financial results. For all quarters of the year, realizations will be made at the discounted cash flow rates. The quarterly schedule of hedged exports in 2019 follows:
|
Total nominal | |
|
value US$ | |
|
||
First quarter |
|
150,000 |
Second quarter |
|
183,495 |
Third quarter |
|
183,495 |
Fourth quarter |
|
216,990 |
|
733,980 |
(a.ii) Liabilities related to the Project finance of future sales in U.S. dollar
On October 1, 2014, the subsidiary Braskem Idesa designated its liabilities in the amount of R$2,878,936 related to Project Finance, denominated in U.S. dollar, as hedge instruments to protect highly probably future sales flows. Due to the disbursements by the project's financiers in 2015, Braskem Idesa designated new amounts in April and September 2015, of US$290,545 and US$23,608, respectively, for hedge accounting. Therefore, the impact of exchange variation on future flows of sales in U.S. dollar derived from these sales in dollar will be offset by the exchange variation on the designated liabilities, partially eliminating the volatility in the results of the subsidiary.
The Management of Braskem Idesa believes these future sales are highly probable, based on the following:
60
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
As of December 31, 2018, designated and unrealized sales were as follows:
|
Nominal value | |
|
US$ | |
|
||
2019 |
|
229,270 |
2020 |
|
266,690 |
2021 |
|
303,392 |
2022 |
|
253,204 |
2023 |
|
333,093 |
2024 |
|
359,559 |
2025 |
|
357,903 |
2026 |
|
309,240 |
2027 |
|
152,103 |
2028 |
|
124,654 |
2029 |
|
31,164 |
|
2,720,272 |
The following table shows the changes in financial instruments designated for this hedge in the year:
|
|
|
|
|
|
US$ | ||
Sales in |
Hedge |
|||||||
2017 |
the year |
discontinued |
2018 | |||||
Designated balance |
2,930,246 |
(221,790) |
400 |
2,708,856 |
In 2018, the maturities of designated financial liabilities were distributed as follows:
|
Nominal value | |
|
US$ | |
|
||
2019 |
|
228,850 |
2020 |
|
266,187 |
2021 |
|
302,816 |
2022 |
|
252,723 |
2023 |
|
332,458 |
2024 |
|
358,873 |
2025 |
|
357,221 |
2026 |
|
308,650 |
2027 |
|
150,419 |
2028 |
|
124,347 |
2029 |
|
26,312 |
|
2,708,856 |
The following table provides the amounts of hedge accounting discontinued in the year ended December 31, 2018 (US$11,416), which is recorded in Braskem Idesa’s shareholders’ equity under “Other comprehensive income” and will be transferred to financial income (expenses) according to the schedule of future hedged sales as they occur:
61
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Conversion rate |
||||||||||
Total nominal |
at Inception |
Closing rate |
Total nominal |
Gross nominal | ||||||
value US$ |
MXN/US$ |
MXN/US$ |
value MXN |
value | ||||||
Hedge discontinued |
11,416 |
13.4541 |
17.9915 |
51,799 |
8,707 | |||||
51,799 |
8,707 |
The following table provides the balances of exchange variation recognized in Braskem Idesa’s financial income (expenses) due to the realization of sales designated for this hedge in the year ended December 31, 2018:
Conversion rate |
||||||||||
Total nominal |
at Inception |
Closing rate |
Total nominal |
Gross nominal | ||||||
value US$ |
MXN/US$ |
MXN/US$ |
value MXN |
value | ||||||
First quarter |
53,889 |
13.6649 |
18.6631 |
269,348 |
46,934 | |||||
Second quarter |
55,136 |
13.6560 |
19.4484 |
319,370 |
59,371 | |||||
Third quarter |
56,383 |
13.6536 |
18.8320 |
291,974 |
60,810 | |||||
Fourth quarter |
56,382 |
13.6537 |
20.2473 |
371,757 |
69,455 | |||||
221,790 |
1,252,449 |
236,570 |
The changes in foreign exchange variation and Income Tax and Social Contribution under “Other comprehensive income” are as follows:
Exchange |
Net | ||||
variation |
IR |
effect | |||
At December 31, 2017 |
(3,545,639) |
1,064,426 |
(2,481,213) | ||
Exchange variation recorded in the period on OCI / IR |
16,681 |
(5,004) |
11,677 | ||
Exchange variation transferred to profit or loss / IR |
236,570 |
(70,971) |
165,599 | ||
At December 31, 2018 |
(3,292,388) |
988,451 |
(2,303,937) |
Effectiveness tests were conducted as set forth in CPC 48 / IFRS 9 and all operations were deemed effective in reducing the dispersion of revenue from sales designated for hedge, when evaluated in Pesos.
The realizations expected for 2019 will occur in accordance with the payments under the project finance, and the exchange variation recorded in “Other comprehensive income” will be written off to the financial results. Below is the quarterly schedule of hedged sales in U.S. dollars in 2019:
|
Nominal value | |
|
US$ | |
|
||
First quarter |
|
56,382 |
Second quarter |
|
56,383 |
Third quarter |
|
57,629 |
Fourth quarter |
|
58,876 |
|
229,270 |
62
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
19.5 Credit quality of financial assets
(a) Trade accounts receivable
Virtually none of Braskem’s clients have risk ratings assigned by credit rating agencies. For this reason, Braskem developed its own credit rating system for all accounts receivable from clients in Brazil and abroad.
On December 31, 2018 and 2017, the percentage of trade accounts receivable by credit ratings was as follows:
|
|
|
|
|
|
(%) |
|
|
|
|
2018 |
|
2017 |
1 |
Minimum risk |
|
|
67.50 |
|
55.77 |
2 |
Low risk |
|
|
18.60 |
|
25.02 |
3 |
Moderate risk |
|
|
7.61 |
|
11.64 |
4 |
High risk |
|
|
5.02 |
|
5.96 |
5 |
Very high risk |
(i) |
|
1.27 |
|
1.61 |
(i) Most clients in this group are inactive and the respective accounts are in the process of collection actions in the courts. Clients in this group that are still active buy from Braskem and pay in advance.
Default indicators:
|
Last 12 months | ||
|
Domestic market |
|
Foreign market |
December 31, 2018 |
0.08% |
|
0.45% |
December 31, 2017 |
0.08% |
|
0.19% |
December 31, 2016 |
0.18% |
|
0.04% |
This calculation considers the amount of accounts receivables overdue more than 5 days for the domestic market and 30 days for the international market, divided by consolidated gross revenue in the last 12 months.
63
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(b) Other financial assets
In order to determine the credit ratings of counterparties of financial assets classified under cash and cash equivalents and financial investments, Braskem uses the risk rating of agencies Standard & Poor’s, Moody’s and Fitch Ratings, within the limits established in its financial policy approved by the Board of Directors.
2018 |
2017 | |||
Financial assets with risk assessment |
| |||
AAA |
4,294,099 |
3,569,392 | ||
AA+ |
1,175,098 |
27,094 | ||
AA |
79,136 |
8,047 | ||
AA- |
1,076 |
209,389 | ||
A+ |
1,103,647 |
1,465,107 | ||
A |
165,899 |
349,823 | ||
A- |
169,580 |
| ||
BBB+ |
917,541 |
453,367 | ||
BB+ |
252 |
| ||
BB- |
29 |
| ||
7,906,358 |
6,082,219 | |||
Financial assets without risk assessment |
||||
Other financial assets with no risk assessment |
(i) |
8,890 |
5,882 | |
8,890 |
5,882 | |||
Total |
7,915,248 |
6,088,101 |
(i) Investments approved by the Management of the Company, in accordance with the financial policy.
19.6 Sensitivity analysis
Financial instruments, including derivatives, may be subject to changes in their fair value as a result of the variation in commodity prices, foreign exchange rates, interest rates, shares and share indexes, price indexes and other variables. The sensitivity of the derivative and non-derivative financial instruments to these variables are presented below:
(a) Selection of risks
On December 31, 2018, the main risks that can affect the value of Braskem’s financial instruments are:
· U.S. dollar/Brazilian real exchange rate;
· Mexican peso/Brazilian real exchange rate;
· Euro/Brazilian real exchange rate;
· Libor floating interest rate;
· Selic interest rate;
· CDI interest rate;
· TJLP interest rate; and
· IPCA interest rate.
For the purposes of the risk sensitivity analysis, Braskem presents the exposures to currencies as if they were independent, that is, without reflecting in the exposure to a foreign exchange rate the risks of the variation in other foreign exchange rates that could be directly influenced by it.
64
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(b) Value at risk
The value at risk of the derivatives held by Braskem which is defined as the loss that could result in one month as from December 31, 2018, with a probability of 5%, and under normal market conditions, was estimated by the Company at US$8,279 for put options and call options (Note 19.3.1 (a.i)), US$38,573 for the swap of Libor related to Braskem Idesa project, US$27,756 for Dollar swap (Note 19.3.1(a.ii)) and US$8,503 for NCE swap.
(c) Selection of scenarios
(c.1) Probable scenario
The Focus Market Readout published by the Central Bank of Brazil on was used to create the probable scenario for the U.S. dollar/Brazilian real exchange rate, the Selic interest rate and the CDI interest rate, based on December 28, 2018. According to the Market Readout, at the end of 2019, the U.S. dollar will depreciate by 1.93% against the year-end PTAX exchange rate on December 31, 2018, while the Selic rate will reach 7.13% p.a. The Selic rate is used as benchmark for sensitivity analysis of the CDI rate.
The probable scenario for the TJLP is an increase of 0.63 percentage point from the current rate of 7.06%, i.e., considering the same pace of decrease in the Selic basic interest rate. The Market Readout does not publish forecasts for the Libor interest rate. Therefore, to determine the probable scenario, Braskem considered a 5% increase. For adverse scenarios, Braskem considered 25% and 50% increases on current market levels.
65
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(c.2) Possible and extreme adverse scenario
The sensitivity values in the table below are the changes in the value of the financial instruments in each scenario.
Gain (losses) | ||||||
Possible adverse |
Extreme adverse | |||||
Instrument / Sensitivity |
Probable |
(25%) |
(50%) | |||
Brazilian real/U.S. dollar exchange rate |
||||||
Bonds |
418,995 |
(5,426,211) |
(10,852,422) | |||
Braskem Idesa borrowings |
204,511 |
(2,648,529) |
(5,297,058) | |||
Export prepayments |
15,647 |
(202,635) |
(405,271) | |||
Investments |
11,972 |
(155,040) |
(310,080) | |||
Sace |
22,150 |
(286,849) |
(573,699) | |||
Dollar put option |
31,532 |
(708,357) |
(2,000,912) | |||
Dollar swap |
38,308 |
(353,647) |
(717,505) | |||
Swap NCE |
7,865 |
(101,872) |
(203,747) | |||
Financial investments abroad |
70,689 |
(915,461) |
(1,830,922) | |||
Libor floating interest rate |
||||||
Export prepayments |
(5,133) |
(25,665) |
(51,330) | |||
Swaps |
13,747 |
67,773 |
133,197 | |||
Braskem Idesa borrowings |
(82,386) |
(411,928) |
(823,857) | |||
CDI interest rate |
||||||
Export credit notes |
(884) |
(21,986) |
(58,762) | |||
Debentures |
9,416 |
232 |
(10,035) | |||
Financial investments in local currency |
26,228 |
67,665 |
135,371 | |||
|
|
|||||
IPCA interest rate |
|
|||||
Debentures |
|
(5,879) |
(21,556) |
(44,125) | ||
|
|
|
| |||
TJLP interest rate |
||||||
FINAME |
|
(5) |
(15) |
(31) |
66
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
20 Taxes payable
|
|
Consolidated |
|
|
Parent company | ||||
2018 |
2017 |
2018 |
2017 | ||||||
Brazil |
|||||||||
IPI |
64,672 |
60,917 |
64,672 |
60,134 | |||||
ICMS |
239,126 |
257,720 |
234,313 |
254,935 | |||||
PIS and COFINS |
145,090 |
82,140 |
143,750 |
80,591 | |||||
Other |
36,454 |
29,002 |
34,974 |
29,002 | |||||
Other countries |
|||||||||
Value-added tax |
7,482 |
20,173 |
|||||||
Other |
25,085 |
23,924 |
|||||||
Total |
517,909 |
473,876 |
477,709 |
424,662 | |||||
Current liabilities |
432,005 |
421,074 |
392,573 |
373,847 | |||||
Non-current liabilities |
85,904 |
52,802 |
85,136 |
50,815 | |||||
Total |
517,909 |
473,876 |
477,709 |
424,662 |
21 Income tax (“IR”) and social contribution (“CSL”)
21.1 Reconciliation of the effects of income tax and social contribution on profit and loss
Consolidated |
Parent company | |||||||
2018 |
2017 |
2018 |
2017 | |||||
Income before IR and CSL and after discontinued operations |
3,652,501 |
5,416,713 |
3,001,188 |
4,688,646 | ||||
IR and CSL at the rate of 34% |
(1,241,850) |
(1,841,682) |
(1,020,404) |
(1,594,140) | ||||
Permanent adjustments to the IR and CSL calculation basis |
- |
|||||||
IR and CSL on equity in results of investees |
(302) |
2,201 |
941,576 |
845,248 | ||||
Deferred tax losses and negative base |
- |
39,092 |
||||||
Tax benefits (Sudene and PAT) |
- |
87,186 |
87,186 | |||||
Difference of rate applicable to each country |
(i) |
468,129 |
250,130 |
|||||
Other permanent adjustments |
28,732 |
170,805 |
(55,685) |
47,174 | ||||
Effect of IR and CSL on results of operations |
(745,291) |
(1,292,268) |
(134,513) |
(614,532) | ||||
Breakdown of IR and CSL: |
||||||||
Current IR and CSL |
(509,774) |
(869,493) |
2,072 |
(385,208) | ||||
Deferred IR and CSL |
(235,517) |
(422,775) |
(136,585) |
(229,324) | ||||
Total |
(745,291) |
(1,292,268) |
(134,513) |
(614,532) |
(i) Includes the impact from the difference between IR/CSL tax rate in Brazil (34%) used for the preparation of this note and the tax rates in countries where the subsidiaries abroad are located, as follows:
67
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Official rate - % | |||||||
Headquarters |
|||||||
(Country) |
2018 | ||||||
Braskem Alemanha |
Germany |
31.18 | |||||
Braskem America e Braskem America Finance |
(i) |
USA |
21.00 | ||||
Braskem Argentina |
Argentina |
30.00 | |||||
Braskem Chile |
Chile |
27.00 | |||||
Braskem Holanda, Braskem Holanda Finance and Braskem Holanda Inc |
Netherlands |
25.00 | |||||
Braskem Idesa, Braskem Idesa Serviços, Braskem México |
| ||||||
Braskem México Serviços and Braskem México Proyectos |
Mexico |
30.00 |
(j) In fiscal year 2018, the rate was changed from 35.00% to 21.00%.
21.2 Deferred income tax and social contribution
The income tax (“IR”) and social contribution (“CSL”) recorded in the year are determined on the current and deferred tax basis. These taxes are calculated on the basis of the tax laws enacted at the balance sheet date in the countries where the Company operates and are recognized in the statement of operations, except to the extent they relate to items directly recorded in equity.
68
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(a) Movement in deferred tax balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated | ||
Assets |
As of December 31, 2016 |
Impact on the P&L |
Impact on the equity |
Cetrel consolidated |
As of December 31, 2017 |
Impact on the P&L |
Impact on the equity |
As of December 31, 2018 | ||||||||
Tax losses (IR) and negative base (CSL) |
2,420,376 |
(590,037) |
48,470 |
1,878,809 |
142,769 |
2,021,578 | ||||||||||
Goodwill amortized |
4,624 |
(708) |
55,419 |
59,335 |
(20,053) |
39,282 | ||||||||||
Exchange variations |
464,947 |
(76,654) |
388,293 |
(348,334) |
39,959 | |||||||||||
Temporary adjustments |
717,868 |
(498,825) |
(7,946) |
9,857 |
220,954 |
637,890 |
858,844 | |||||||||
Business combination |
191,250 |
(7,465) |
183,785 |
(24,213) |
159,572 | |||||||||||
Tax credits |
|
|
|
|
|
176,290 |
|
176,290 | ||||||||
3,799,065 |
(1,173,689) |
(7,946) |
113,746 |
2,731,176 |
564,349 |
|
3,295,525 | |||||||||
Liabilities |
||||||||||||||||
Amortization of goodwill based on future profitability |
767,277 |
(54,404) |
712,873 |
10,463 |
723,336 | |||||||||||
Tax depreciation |
867,922 |
92,280 |
960,202 |
49,710 |
1,009,912 | |||||||||||
Temporary adjustments |
316,991 |
(85,169) |
231,822 |
44,878 |
276,700 | |||||||||||
Business combination |
198,381 |
(197,079) |
8,362 |
9,664 |
(8,362) |
1,302 | ||||||||||
Additional indexation PP&E |
118,202 |
(51,130) |
67,072 |
(9,905) |
57,167 | |||||||||||
Hedge accounting |
|
(606,877) |
606,877 |
700,351 |
(700,351) |
| ||||||||||
Amortization of fair value adjustments on |
263,808 |
255,815 |
519,623 |
(75,548) |
|
444,075 | ||||||||||
Long term incentive plan - LTI |
|
(2,072) |
2,072 |
|||||||||||||
Other |
123,892 |
(104,350) |
(15,269) |
0 |
4,273 |
90,351 |
(90,841) |
3,783 | ||||||||
2,656,473 |
(750,914) |
591,608 |
8,362 |
2,505,529 |
799,866 |
(789,120) |
2,516,275 | |||||||||
Net |
1,142,592 |
(422,775) |
(599,554) |
105,384 |
225,647 |
(235,517) |
789,120 |
779,250 | ||||||||
Presentation in the balance sheet: |
||||||||||||||||
Non-current assets |
1,653,115 |
1,165,726 |
1,104,158 | |||||||||||||
(-) Non-current liabilities |
510,523 |
940,079 |
324,908 |
69
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
|
|
|
|
|
|
|
|
|
|
|
Parent Company | |||||||
Assets |
As of December 31, 2016 |
Impact on the P&L |
Impact on the equity |
Deferred charges on discontinued operations |
Deferred rectification previous periods |
As of December 31, 2017 |
Impact on the P&L |
Impact on the equity |
As of December 31, 2018 | |||||||||
Tax losses (IR) and negative base (CSL) |
215,413 |
(169,188) |
12,196 |
58,421 |
58,421 | |||||||||||||
Goodwill amortized |
4,623 |
(707) |
3,916 |
(364) |
3,552 | |||||||||||||
Exchange variations |
456,816 |
(68,523) |
388,293 |
536,051 |
924,344 | |||||||||||||
Temporary adjustments |
1,339,681 |
(405,994) |
(8,247) |
(3,018) |
922,422 |
(49,686) |
872,736 | |||||||||||
Business combination |
89,770 |
170,290 |
(76,275) |
183,785 |
(35,796) |
147,989 | ||||||||||||
Tax credits |
|
|
|
|
|
|
176,290 |
|
176,290 | |||||||||
2,106,303 |
(474,122) |
(8,247) |
(3,018) |
(64,079) |
1,556,837 |
626,495 |
|
2,183,332 | ||||||||||
Liabilities |
||||||||||||||||||
Amortization of goodwill based on future profitability |
680,111 |
32,762 |
712,873 |
2,695 |
715,568 | |||||||||||||
Tax depreciation |
792,869 |
167,333 |
960,202 |
49,710 |
1,009,912 | |||||||||||||
Temporary adjustments |
11,701 |
(3,514) |
8,187 |
8,187 | ||||||||||||||
Business combination |
76,959 |
(116,189) |
40,532 |
1,302 |
1,302 | |||||||||||||
Additional indexation PP&E |
96,700 |
(30,976) |
1,348 |
67,072 |
(9,905) |
|
57,167 | |||||||||||
Hedge accounting |
|
(396,580) |
396,580 |
798,055 |
(798,055) |
| ||||||||||||
Amortization of fair value adjustments on |
266,004 |
253,619 |
519,623 |
(75,548) |
|
444,075 | ||||||||||||
Other |
139,500 |
(151,253) |
15,269 |
|
|
3,516 |
(1,927) |
1,927 |
3,516 | |||||||||
2,063,844 |
(244,798) |
411,849 |
|
41,880 |
2,272,775 |
763,080 |
(796,128) |
2,239,727 | ||||||||||
Net |
42,459 |
(229,324) |
(420,096) |
(3,018) |
(105,959) |
(715,938) |
(136,585) |
796,128 |
(56,395) |
(b) Offset for the purpose of presentation in the balance sheet (consolidated)
|
|
2018 | |||||||
Headquarters |
|
|
|
IR and CSL |
|
| |||
(Country) |
Tax calculation |
Compesation |
Balance | ||||||
Assets |
|||||||||
Braskem S.A. |
Brazil |
2,183,332 |
(2,183,332) |
||||||
Braskem Argentina |
Argentina |
11,337 |
11,337 | ||||||
Braskem Alemanha |
Germany |
11,251 |
11,251 | ||||||
Braskem Chile |
Chile |
308 |
(268) |
40 | |||||
Braskem Idesa |
Mexico |
980,762 |
980,762 | ||||||
Braskem México Serviços |
Mexico |
9,409 |
9,409 | ||||||
Cetrel |
Brazil |
26,478 |
(6,645) |
19,833 | |||||
DAC |
Brazil |
72,648 |
(1,122) |
71,526 | |||||
3,295,525 |
(2,191,367) |
1,104,158 | |||||||
Liabilities |
|||||||||
Braskem S.A |
Brazil |
2,239,727 |
(2,183,332) |
56,395 | |||||
Braskem America |
USA |
268,513 |
268,513 | ||||||
Braskem Petroquímica Chile |
Chile |
268 |
(268) |
||||||
Cetrel |
Brazil |
6,645 |
(6,645) |
||||||
DAC |
Brazil |
1,122 |
(1,122) |
||||||
2,516,275 |
(2,191,367) |
324,908 |
70
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
|
|
2017 | |||||||
Headquarters |
|
|
IR and CSL |
| |||||
(Country) |
Tax calculation |
Compesation |
Balance | ||||||
Assets |
|||||||||
Braskem S.A. |
Brazil |
1,556,837 |
(1,556,837) |
||||||
Braskem Argentina |
Argentina |
3,398 |
3,398 | ||||||
Braskem Alemanha |
Germany |
19,353 |
19,353 | ||||||
Braskem Chile |
Chile |
251 |
(251) |
||||||
Braskem Idesa |
Mexico |
1,036,257 |
1,036,257 | ||||||
Braskem México Serviços |
Mexico |
1,334 |
1,334 | ||||||
Cetrel |
Brazil |
29,268 |
(7,454) |
21,814 | |||||
DAC |
Brazil |
84,478 |
(908) |
83,570 | |||||
2,731,176 |
(1,565,450) |
1,165,726 | |||||||
Liabilities |
|||||||||
Braskem S.A |
Brazil |
2,272,775 |
(1,556,837) |
715,938 | |||||
Braskem America |
USA |
223,635 |
223,635 | ||||||
Braskem Chile |
Chile |
757 |
(251) |
506 | |||||
Cetrel |
Brazil |
7,454 |
(7,454) |
||||||
DAC |
Brazil |
908 |
(908) |
||||||
2,505,529 |
(1,565,450) |
940,079 |
71
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(c) Realization of deferred income tax and social contribution
|
|
|
|
Consolidated | ||||||||||||
|
|
|
|
Balance at |
Realization | |||||||||||
December 31, |
2024 | |||||||||||||||
Assets |
Note |
2018 |
2019 |
2020 |
2021 |
2022 |
2023 |
thereafter | ||||||||
Tax losses (IR) and negative base (CSL) |
(i) |
2,021,578 |
95,076 |
122,790 |
307,069 |
505,880 |
990,763 |
|||||||||
Goodwill amortized |
39,282 |
3,654 |
3,654 |
3,654 |
3,654 |
3,655 |
21,011 | |||||||||
Exchange variations |
(ii) |
39,959 |
39,959 | |||||||||||||
Temporary adjustments |
(iii) |
858,844 |
203,491 |
72,550 |
33,556 |
12,882 |
11,331 |
525,034 | ||||||||
Business combination |
(iv) |
159,572 |
33,666 |
33,666 |
33,666 |
29,287 |
29,287 |
|||||||||
Tax credits |
(v) |
176,290 |
176,290 |
|||||||||||||
|
3,295,525 |
512,177 |
232,660 |
377,945 |
551,703 |
1,035,036 |
586,004 | |||||||||
Liabilities |
||||||||||||||||
Amortization of goodwill based on future profitability |
(vi) |
723,336 |
717,529 | |||||||||||||
Tax depreciation |
(vii) |
1,009,912 |
213,070 |
326,919 |
445,962 |
23,961 |
||||||||||
Temporary differences |
(viii) |
276,700 |
65,560 |
23,374 |
10,811 |
4,150 |
3,651 |
169,154 | ||||||||
Business combination |
(ix) |
1,302 |
187 |
187 |
187 |
187 |
187 |
6,174 | ||||||||
Additional indexation PP&E |
(x) |
57,167 |
4,573 |
4,573 |
4,573 |
4,573 |
4,573 |
34,302 | ||||||||
Amortization of fair value adjustments on |
444,075 |
35,526 |
35,526 |
35,526 |
35,526 |
35,526 |
266,445 | |||||||||
Other |
3,783 |
3,783 | ||||||||||||||
|
2,516,275 |
318,916 |
390,579 |
497,059 |
68,397 |
43,937 |
1,197,387 | |||||||||
Net |
779,250 |
193,261 |
(157,919) |
(119,114) |
483,306 |
991,099 |
(611,383) |
|
|
|
Parent company | |||||||||||||
|
|
|
Balance at |
Realization | ||||||||||||
December 31, |
2024 | |||||||||||||||
Assets |
Note |
2018 |
2019 |
2020 |
2021 |
2022 |
2023 |
thereafter | ||||||||
Tax losses (IR) and negative base (CSL) |
(i) |
58,421 |
58,421 |
|||||||||||||
Goodwill amortized |
|
3,552 |
330 |
330 |
330 |
330 |
330 |
1,902 | ||||||||
Exchange variations |
(ii) |
924,344 |
924,344 | |||||||||||||
Temporary adjustments |
(iii) |
872,736 |
206,782 |
73,724 |
34,099 |
13,090 |
11,515 |
533,526 | ||||||||
Business combination |
(iv) |
147,989 |
31,222 |
31,222 |
31,222 |
27,161 |
27,162 |
| ||||||||
Tax credits |
(v) |
176,290 |
176,290 |
|
|
|
|
| ||||||||
|
|
2,183,332 |
473,045 |
105,276 |
65,651 |
40,581 |
39,007 |
1,459,772 | ||||||||
Liabilities |
||||||||||||||||
Amortization of goodwill based on future profitability |
(vi) |
715,568 |
715,568 | |||||||||||||
Tax depreciation |
(vii) |
1,009,912 |
213,070 |
326,919 |
445,962 |
23,961 |
|
| ||||||||
Temporary differences |
(viii) |
8,187 |
1,940 |
692 |
320 |
123 |
108 |
5,004 | ||||||||
Business combination |
(ix) |
1,302 |
34 |
34 |
34 |
34 |
34 |
1,132 | ||||||||
Additional indexation PP&E |
(x) |
57,167 |
4,573 |
4,573 |
4,573 |
4,573 |
4,573 |
34,302 | ||||||||
Amortization of fair value adjustments on |
444,075 |
35,526 |
35,526 |
35,526 |
35,526 |
35,526 |
266,445 | |||||||||
Other |
3,516 |
|
|
|
|
|
3,516 | |||||||||
|
2,239,727 |
255,143 |
367,744 |
486,415 |
64,217 |
40,241 |
1,025,967 | |||||||||
Net |
(56,395) |
217,902 |
(262,468) |
(420,764) |
(23,636) |
(1,234) |
433,805 |
72
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Basis for constitution and realization:
(i) In Brazil, the use of tax loss has limit of 30% to the amount of taxable income for the year, but the balance does not expire. In Mexico there is no limit for the year, however, the tax loss expires in 10 years.
(ii) In Brazil, the Company opted to tax exchange variation of assets and liabilities denominated in foreign currency under the cash method. Thus, this variation will be realized as assets and liabilities are received/paid. For accounting purposes, exchange variation is recognized under the accrual basis, reason why it is recorded deferred IR and CSL.
(iii) Accounting expenses not yet deductible for calculating income tax and social contribution, whose recognition for tax purposes occurs in subsequent periods.
(iv) Refers to: tax-related goodwill, and contingencies recognized from business combinations. Tax realization of goodwill will occur upon the merger of the investments and contingencies arising from write-offs due to the settlement or reversal of the processes involved.
(v) Tax credits arising from balance of tax paid on profit abroad.
(vi) Goodwill for the future profitability of the merged companies not amortized since the adoption of Law 11,638/07. Tax realization is associated with the write-off of goodwill due to impairment or upon divestment.
(vii) For calculation of IR and CSL, assets are depreciated at rates higher than those used for accounting purposes. As tax depreciation is exhausted, these deferred IR and CSL start to be realized.
(viii) Accounting provisions whose taxation will occur in subsequent periods.
(ix) Fair value adjustments on property, plant and equipment and intangible assets identified in business combinations, whose tax realization is based on the depreciation and amortization of these assets.
(x) Additional adjustment of property, plant and equipment, whose tax realization is based on the depreciation of assets.
Annually, the Company revises its projection of taxable income based on its Business Plan (Note 3.1). If this projection indicates that the taxable income will not be sufficient to absorb the deferred taxes, the amount corresponding to portion of the asset that will not be recovered is written off.
22 Sundry provisions
Note |
Consolidated |
Parent company | ||||||||
2018 |
2017 |
2018 |
2017 | |||||||
Provision for customers rebates |
(a) |
88,026 |
87,913 |
33,914 |
34,367 | |||||
Provision for recovery of environmental damages |
(b) |
307,546 |
300,249 |
307,546 |
300,249 | |||||
Other |
28,970 |
25,510 |
3,871 |
3,832 | ||||||
Total |
424,542 |
413,672 |
345,331 |
338,448 | ||||||
Current liabilities |
191,536 |
178,676 |
137,424 |
125,130 | ||||||
Non-current liabilities |
233,006 |
234,996 |
207,907 |
213,318 | ||||||
Total |
424,542 |
413,672 |
345,331 |
338,448 |
(a) Client bonus
Some sales agreements of Braskem provide for a rebate, in products, should some sales volumes be achieved within the year, six-month period or three-month period, depending on the agreement. The bonus is recognized monthly in a provision, assuming that the minimum contractual amount will be achieved. As it is recognized based on contracts, the provision is not subject to significant uncertainties with respect to their amount or settlement.
(b) Recovery of environmental damages
Braskem has a provision for future expenses for the recovery of environmental damages in some of its industrial plants. The amount provisioned corresponds to the best estimate of the expenses required to repair the damages.
73
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(c) Changes in provisions
|
|
|
|
|
|
Consolidated | |
Recovery of |
|||||||
environmental |
|||||||
Bonus |
damage |
Other |
Total | ||||
December 31, 2017 |
87,913 |
300,249 |
25,510 |
413,672 | |||
Additions, inflation adjustments and exchange variation, net |
104,431 |
89,395 |
8,593 |
202,419 | |||
Write-offs through usage and payments |
(104,318) |
(82,098) |
(5,133) |
(191,549) | |||
December 31, 2018 |
88,026 |
307,546 |
28,970 |
424,542 |
|
|
|
|
|
|
Parent company | |
Recovery of |
|||||||
environmental |
|||||||
Bonus |
damage |
Other |
Total | ||||
December 31, 2017 |
34,367 |
300,249 |
3,832 |
338,448 | |||
Additions, inflation adjustments and exchange variation, net |
46,567 |
89,395 |
4,878 |
140,840 | |||
Write-offs through usage and payments |
(47,020) |
(82,098) |
(4,839) |
(133,957) | |||
| |||||||
December 31, 2018 |
33,914 |
307,546 |
3,871 |
345,331 |
23 Contingencies
Braskem is a defendant in lawsuits and administrative proceedings arising from the normal course of its business. These claims are of a tax, labor and social security, civil and corporate nature. Proceedings assessed as having a probable chance of loss are provisioned for, as described in Note 3.5. Proceedings assessed as having a possible chance of loss are not provisioned for, except in relevant cases involving business combinations. Any changes in the court’s understanding of the position could cause future impacts on the financial statements of the Company due to such proceedings.
74
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
23.1 Claims with probable chance of loss and claims arising from business combinations with possible loss
Consolidated |
Parent company | ||||||||
2018 |
2017 |
2018 |
2017 | ||||||
Labor claims |
(a) |
177,751 |
250,075 |
173,249 |
247,821 | ||||
Tax claims |
(b) |
||||||||
Normal operations |
|||||||||
IR and CSL |
20,717 |
17,313 |
20,717 |
17,313 | |||||
PIS and COFINS |
(i) |
156,796 |
155,681 |
156,796 |
155,681 | ||||
ICMS |
(ii) |
64,468 |
76,342 |
64,468 |
76,342 | ||||
Other tax claims |
23,237 |
13,117 |
18,991 |
8,985 | |||||
265,218 |
262,453 |
260,972 |
258,321 | ||||||
Business Combination |
|||||||||
IR and CSL |
1,500 |
50,051 |
1,500 |
50,051 | |||||
PIS and COFINS |
(iii) |
59,739 |
56,135 |
59,739 |
56,135 | ||||
ICMS - interstate purchases |
(iv) |
280,622 |
263,538 |
280,622 |
263,538 | ||||
341,861 |
369,724 |
341,861 |
369,724 | ||||||
Corporate claims |
(c) |
111,049 |
135,779 |
111,049 |
135,779 | ||||
Civil claims and other |
69,438 |
74,614 |
67,407 |
72,883 | |||||
965,317 |
1,092,645 |
954,538 |
1,084,528 |
(a) Labor claims
The provision on December 31, 2018 is related to 477 labor claims, including occupational health and security cases (599 in 2017). The Company’s legal advisors estimate that the term for the termination of these types of claims in Brazil exceeds five years. The estimates related to the outcome of proceedings and the possibility of future disbursement may change in view of new decisions in higher courts.
(b) Tax claims
On December 31, 2018, the main claims are the following:
(i) Non-cumulative PIS and COFINS
The Company is charged amounts arising from the compensation of Non-Cumulative PIS and COFINS tax credits that were not approved by the Federal Revenue Service of Brazil (“RFB”) in Offsetting Statements (“DCOMPs”), with credits in amounts that exceeded those declared in the respective Statement of Calculation of Social Contributions (“DACONs”).
In October 2017, through the federal tax amnesty program (PERT), the items related to non-acceptance of the credits were settled, due to the following reasons: (i) differences between the amounts reported in the DACONs and those in the electronic files of tax invoices; (ii) amounts not recorded in the interim balance sheets, acquisitions not taxed for contributions, recording of a credit on a portion of IPI, failure to submit tax documents; and (iii) nonpayment of amounts stated as due in tax documents. Said amounts were provisioned for.
On December 31, 2018, the balance of this provision was R$154,673.
75
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
The Company’s external legal advisors, after considering the precedents on the matters at the Administrative Council of Tax Appeals (“CARF”), assessed that the disputes related to such matters have a probable likelihood of loss and estimated the conclusion of administrative procedures in 2020.
There are no deposits or any other type of guarantee for these procedures, since they are still being discussed at the administrative level.
(ii) ICMS – Decree 38,394/2000
The main claims provisioned in 2018 is related to the tax deficiency notice received by the Company in 2017 from the Tax Authority of the State of Alagoas, for the administrative collection by an ICMS tax that allegedly was paid below the amount due, in the period from August 2012 to April 2016, in accordance with Article 9 of Decree 38,394/2000.
On December 31, 2018, the balance of this provision was R$45,027.
The Company’s external legal advisors, considering the behavior of the administrative bodies judging the case, assessed that the disputes related to the highlighted matters have a probable likelihood of loss and estimated the conclusion of administrative proceedings in 2021.
There are no deposits or any other type of guarantee for these procedures, since they are still being discussed at the administrative level.
(iii) PIS and COFINS
The Company is assessed for the payment of these taxes in many claims, such as:
· Insufficient payment of COFINS for the period from March 1999 to December 2000, from February 2001 to March 2002, from May to July 2002 and September 2002 due to alleged calculation errors, and non-compliance with the widening the tax calculation base and increasing the contribution rate envisaged in Law 9,718/98;
· Offset of the COFINS dues relating to September and October 1999 using the credit resulting from the addition of 1% to the COFINS rate;
· Rejection of the offset of PIS and COFINS dues relating to the period from February to April 2002 using the PIS credits under Decree-Laws 2,445 and 2,449, calculated between June 1990 and October 1995, under the argument that the time period for using said credits had expired; and
· Alleged non-taxation of revenue from foreign exchange variations, determined as a result of successive reductions in the capital of the associated company.
The Company’s external advisors assessed that the disputes related to the highlighted matters have a possible likelihood of loss and estimated the conclusion of administrative proceedings in 2020.
Guarantees were offered for these claims in the form of bank guarantee and finished products, which, together, cover the amount of court claims.
76
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(iv) ICMS - interstate purchases
In 2009, the merged company Braskem Qpar was assessed by the Finance Department of the State of São Paulo for the payment, at the administrative level, of ICMS in view of allegedly committing the following violations:
· Undue use of ICMS tax credits (i) in the amount of R$53,478, in the periods from February 2004 to August 2005, November 2005 to February 2006, and September 2006 to January 2008, due to the recording of credits indicated on the invoices for the sale of “acrylonitrile,” issued by Acrinor Acrilonitrila do Nordeste S/A; (ii) in the amount of R$1,581, in the period from December 2004 to August 2005, arising from the undue recording of credits on invoices for the sale of methyl acrylate, issued by Proquigel Química S/A; and (iii) in the amount of R$3,105, in the period from August 2004 to November 2005, arising from the undue recording of credits in invoices for the sale of methyl methacrylate, issued by Proquigel Química S/A, since the products were to be exported, and therefore were exempt from payment of ICMS tax;
· The fine for the abovementioned tax offense corresponds to 100% of the principal value recorded, as per Article 527, item II, sub-item “j” jointly with paragraphs 1 and 10 of RICMS/SP;
· Fine in the amount of 30% on R$480,389, which corresponds to the sum of the amounts indicated in tax documents whose outflow of goods was not identified by the tax authority, entered based on the provisions of Article 527, item IV, sub-item “b” jointly with paragraphs 1 and 10 of RICMS/SP; and
· Fine due to lack of presentation of tax documents requested under a specific deficiency notice, as per Article 527, item IV, sub-item “j” jointly with paragraphs 8 and 10 of RICMS/SP.
Discussions in the administrative sphere were ended in 2016, with the Company proposing lawsuits. Due to the favorable injunctions granted to the Company: (i) in one of the claims, the São Paulo Treasury Department rectified the amount of the debt to apply interest for late payment and inflation adjustment limited to the SELIC basic interest rate, which resulted in the debit being reduced by 20% and (ii) in the other claim, the tax liability was suspended.
The Company’s external advisors have assessed that the disputes related to the highlighted matters remain with a possible likelihood of loss and estimate the conclusion of legal proceedings in 2025. A performance bond was offered as a guarantee for these claims.
(c) Corporate claims
On December 31, 2018, the main claim is related to an ordinary collection claim combined with a request for damages for losses, requesting the payment of dividends and a share bonus arising from the class "A" preferred shares of the terminated company Salgema Indústrias Químicas S.A.
Once the claim was granted, the amount effectively owed by Braskem began to be calculated. During this phase, the judge recognized that dividends and bonus related to fiscal years prior to 1987 had become time-barred and were no longer owed by Braskem. However, the Alagoas State Court of Appeals reviewed the decision and considered that amounts prior to such period also were owed. Against the decision, Braskem filed a Special Appeal with the Superior Court of Justice (“STJ”), which was partially granted, so that the possibility that the statute of limitation will be recognized in a procedure of liquidation of the award will be submitted to the STJ.
77
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
On December 31, 2018, the balance of this provision is R$59,577 and there is no guarantee related to this claim.
(d) Changes in claims with probable chance of loss
Consolidated | |||||||||
Corporate |
Civil claims |
||||||||
Labor claims |
Tax claims |
claims |
and other |
Total | |||||
December 31, 2017 |
250,075 |
632,177 |
135,779 |
74,614 |
1,092,645 | ||||
Additions, inflation adjustments and exchange variation |
80,685 |
77,236 |
8,676 |
5,001 |
171,598 | ||||
Payments |
(70,553) |
(40,768) |
(31,680) |
(173) |
(143,174) | ||||
Reversals |
(82,456) |
(61,566) |
(1,726) |
(10,004) |
(155,752) | ||||
December 31, 2018 |
177,751 |
607,079 |
111,049 |
69,438 |
965,317 |
|
|
|
|
|
|
|
|
Parent company | |
Corporate |
Civil claims |
||||||||
Labor claims |
Tax claims |
claims |
and other |
Total | |||||
December 31, 2017 |
247,821 |
628,045 |
135,779 |
72,883 |
1,084,528 | ||||
Additions, inflation adjustments and exchange variation |
77,450 |
77,122 |
8,676 |
4,701 |
167,949 | ||||
Payments |
(69,912) |
(40,768) |
(31,680) |
(173) |
(142,533) | ||||
Reversals |
(82,110) |
(61,566) |
(1,726) |
(10,004) |
(155,406) | ||||
| |||||||||
December 31, 2018 |
173,249 |
602,833 |
111,049 |
67,407 |
954,538 |
23.2 Claims with possible chance of loss
|
|
Consolidated | ||
2018 |
2017 | |||
Tax claims |
7,125,071 |
6,997,301 | ||
Labor claims |
860,061 |
933,484 | ||
Civil claims |
691,636 |
714,963 | ||
Other lawsuits |
643,982 |
671,545 | ||
Total |
9,320,750 |
9,317,293 |
(a) Civil
(i) Excess weight
Public-Interest Civil Action filed by the Federal Prosecution Office in Brasilia, with the objective of holding the company liable for damages caused to federal roads by trucks carrying excess weight. The action claims damages to the country for material damages and collective pain and suffering, in the amount of R$71 million, on December 31, 2018. The action was denied in the lower court.
78
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(ii) Caustic soda transportation
The Company is the defendant in civil lawsuits filed by the owner of a former distributor of caustic soda and by the shipping company that provided services to this former distributor, which, at December 31, 2018, totaled R$197.2 million. The claimants seek indemnity for damages related to the alleged non-performance of the distribution agreement by the Company.
Management's evaluation, supported by the opinion of its external legal advisors who are responsible for the cases, is that the lawsuits will possibly be dismissed within a period of 8 years.
No judicial deposit or other form of guarantee was accrued for these lawsuits.
(iii) Resale of solvents
In January 2017, the Company became defendant in a civil lawsuit filed by former reseller of solvents, claiming alleged breach of a tacit distribution agreement. On December 31, 2018, the damages claimed in the lawsuit amounted to R$185.6 million.
Based on the opinion of external legal counsel accompanying the case, the Management believes that the lawsuit has a possible risk of loss within an eight-year period.
No judicial deposit or other form of security was made for these suits.
(iv) Hashimoto Public-Interest Civil Action
The Public-Interest Civil Action was filed in June 2018 by the São Paulo State Public Prosecutor’s Office against the Company and other firms that operate in the Capuava Petrochemical Complex, claiming the reparation and/or remediation of environmental damages supposedly arising from the emission of pollutants into the air, as well as the joint judgement of companies that comprise said complex seeking environmental moral damages in the amount of R$107.6 million.
Based on the opinion of the external legal counsel handling the case, the Management believes that the lawsuit possibly will be dismissed within a period of 8 years.
No judicial deposit or other form of security was accrued for the case.
(v) Redress proceeding
Compensation action filed by the insurer of a client of the Company. The insurer seeks, in return, the reimbursement of the amount paid to the customer due to the insurance contract entered into with the client, whose amount up to December 31, 2018 is R$73.8 million. According to the insurer, the losses incurred by the customer, for which it was reimbursed, would have been caused by the supply of off specification products by Braskem.
The Management's evaluation, based on the opinion of the external legal counsel responsible for conducting the cases, is that the lawsuits may be dismissed in a period of up to 8 years.
There is no judicial deposit or other type of guarantee for the process.
79
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(b) Tax
(i) PIS, COFINS, IR and CSL: taxation of tax losses and reductions in debits in connection with the installment payment program under MP 470/09
The Company was assessed for not recording as taxable the amounts of the credits from tax losses and social contribution tax loss carryforwards used to settle tax debits paid in installments under Provisional Presidential Decree 470/09. In the specific case of PIS and COFINS taxes, the assessment also includes the reductions applied to fines and interest arising from the adoption of the installment payment plan. Said tax credits and reductions of debits were not taxed, given the understanding of the Company that they did not represent taxable income.
In November 2018, the tax-deficiency notice related to IR/CSL was fully denied in a final and unappealed decision issued by CARF.
On December 31, 2018, the inflation-adjusted amount of taxes recorded and tax effects of disallowances of income tax losses and social contribution tax loss carryforwards through said tax deficiency notices is R$1.2 billion.
The Company’s external legal advisors estimate that the administrative proceeding should be concluded by 2020.
There are no deposits or any other type of guarantee for these procedures, since they are still being discussed at the administrative level.
(ii) IR and CSL – Charges with goodwill amortization
The Company was served by the RFB for deducting amortization charges, from 2007 to 2013, relating to goodwill originated from acquisitions of shareholding interests in 2002. In that year, several business groups divested their petrochemical assets, which were consolidated to enable the consequent foundation of Braskem.
In May 2018, one of the proceedings was deemed valid in a final and unappealed decision issued by CARF, which reduced liabilities by R$166 million.
On December 31, 2018, the updated value of the taxes recorded in said tax deficiency notices amounted to R$1.2 billion.
The assessment of risk in these claims is based on the following: (i) the equity interests were acquired with effective payment, business purpose and the participation of independent parties; and (ii) the real economic nature of the transactions that resulted in the recording of interest and exchange variation expenses.
The Company’s external legal advisors estimate that the administrative proceeding should be concluded by 2022.
There are no deposits or any other type of guarantee for these procedures, since they are still being discussed.
80
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(iii) Non-cumulative PIS and COFINS taxes
The Company received a deficiency notice from the RFB due to the use of non-cumulative PIS and COFINS tax credits in the acquisition of certain goods and services consumed in its production process. The matters whose chance of loss is deemed as possible are mainly related to the following: (i) effluent treatment services; (ii) charges on transmission of electricity; (iii) freight for storage of finished products; and (iv) extemporaneous credits from acquisitions of property, plant and equipment. These matters have already been contested at the administrative level and comprise the period from 2006 to 2011.
On December 31, 2018, the amount under discussion of these notices is R$947 million.
The Company’s external legal advisors estimate that: (i) the administrative proceedings should be concluded by 2022; and (ii) in the event of an adverse ruling for the Company, which is not expected, these contingencies could be settled for up to 50% of the amounts in dispute. These estimates are based on the probability of loss of the Company's defense thesis, based on previous administrative and court precedents.
There are no deposits or any other type of guarantee for these procedures, since they are still being discussed at the administrative level.
(iv) IR and CSL – Unlimited offsetting
In December 2009, December 2013 and March 2017, the Company received tax deficiency notices claiming that the methodology used to offset tax losses and tax loss carryforwards that failed to observe the limit of 30% of the Taxable Profit and Social Contribution calculation base when offsetting such liabilities with Income Tax and Social Contribution liabilities in merger operations, respectively, in November 2007, September 2008 and August 2013.
On December 31, 2018, the restated value of the taxes recorded amounted to R$733 million.
The Company’s external legal advisors estimate that the administrative proceedings should be concluded by 2020. The only proceeding currently under litigation is expected to be concluded in 2027.
There are no deposits or any other type of guarantee for these procedures, since they are still being discussed at the administrative level and the only one being disputed in court has had its payment suspended by a preliminary injunction, confirmed by a court decision.
(v) ICMS
The Company is involved in many ICMS collection claims drawn up in the States of São Paulo, Rio de Janeiro, Rio Grande do Sul, Bahia and Alagoas.
On December 31, 2018, the adjusted amounts of these claims total R$644 million and the claims include the following matters:
· ICMS credit on the acquisition of assets that are considered by the Revenue Services as being of use and consumption. The Revenue Service understands that the asset has to be a physically integral part of the final product to give rise to a credit. Most of the inputs questioned do not physically compose the final product. However, the Judicial branch has a precedent that says that the input must be an integral part of the product or be consumed in the production process.
81
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
· ICMS credit arising from the acquisition of assets to be used in property, plant and equipment, which is considered by the Revenue Services as not being related to the production activity, such as laboratory equipment, material for the construction of warehouses, security equipment, etc;
· internal transfer of finished products for an amount lower than the production cost;
· omission of the entry or shipment of goods based on physical count of inventories;
· lack of evidence that the Company exported goods so that the shipment of the goods is presumably taxed for the domestic market;
· non-payment of ICMS on the sale of products subject to tax substitution and credit from acquisitions of products subject to tax substitution;
· fines for the failure to register invoices;
· nonpayment of ICMS tax on charges related to the use of the electricity transmission system in operations conducted in the Free Market (ACL) of the Electric Power Trading Chamber (CCEE); and
· usage of ICMS tax base below the level envisaged in legislation for internal transfers to another unit in the State of Alagoas of DCE (dichloroethane), between January 2013 and May 2016, which is a product that is not subject to deferral in such transactions. The payment represents 30% of the total contingency.
The Company’s legal advisors estimate that: (i) these judicial proceedings are expected to be terminated in 2023, and (ii) in the event of an unfavorable decision to the Company, which is not expected, these contingencies could be settled for up to 50% of the amounts in dispute. This estimate is based on the probability of loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.
The Company offered assets for pledge in the amount of R$62 million, supporting exclusively the amounts involved in the lawsuits.
(vi) IOF
The Company is a party to claims for the collection of IOF tax debits in administrative proceedings and lawsuits, which claim: (i) non-payment of IOF on operations relating to Advances for Future Capital Increase (AFAC) and checking accounts conducted by the merged companies Quattor Participações S.A. and Quattor Química S.A., which were considered loans by tax authorities; and (ii) requirement to pay IOF/credit on international fund transfers between the Company and CPN Incorporated through a checking account contract and single cash management related to the period from May 2002 to April 2004.
The current value of these notices on December 31, 2018, is R$175 million.
The Company’s external legal advisors estimate that the claims in the judicial sphere will be concluded by 2022.
The Company offered a guarantee of R$59 million, which supports the amount involved exclusively in the claims.
82
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(vii) PIS and COFINS sundry
The Company is involved in collection actions related to PIS and COFINS assessments in the administrative and judicial courts, which discuss the alleged undue offsetting of credits arising from other administrative proceedings and lawsuits, including: (i) Income Tax prepayments; (ii) FINSOCIAL; (iii) tax on net income (ILL); (iv) PIS-Decrees; and (v) the COFINS tax arising from the undue payment or payment in excess.
The current value of these notices on December 31, 2018, is R$144 million.
The Company’s external legal advisors estimate that: (i) these judicial proceedings are expected to be terminated in 2022; and (ii) in the event of an unfavorable decision to the Company, which is not expected, these contingencies could be settled for up to 50% of the amounts in dispute. This estimate is based on the probability of loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.
The Company offered assets in guarantee, in the amount of R$144 million, that cover the entire amount of the claims.
(viii) IRRF, IR and CSL – Commission expenses
In December 2017, the Company received a tax deficiency notice from the RFB arising from: (i) the disallowance of commission expenses paid by Braskem in 2011; (ii) the disallowance of commission expenses paid by Braskem Inc. in 2013 and 2014; (iii) lack of payment of withholding income tax (IRRF) on the payments referred to in the previous item; and (iv) the disallowance of advertising expenses incurred in 2013.
On December 31, 2018, the restated amount of taxes and tax effects from disallowances of income tax losses and social contribution tax loss carryforwards through said tax deficiency notice is R$122 million.
The assessment of success in this claim is based on the following: (i) the expenses incurred in 2011 already are subject to the statute of limitations. Furthermore, the tax credit recognized by the Tax Authority considered the sum of the disallowances disputed in other administrative proceedings that are pending a final decision, which do not belong in the claim in question; (ii) the expenses incurred by Braskem INC already were paid by the Company itself, which led only to the reduction of its tax loss backlog, without the need to pay additional taxes; (iii) the IRRF claimed by the Tax Authority aims to reach a taxpayer located abroad, which as such is not subject to Brazilian tax law; and (iv) the disallowed advertising expenses are related to the Company’s business activities.
The Company’s external legal advisors estimate that the administrative proceeding should be concluded in 2022.
There are no judicial deposits or any other type of guarantee for this procedure, since it is still being discussed at the administrative level.
(ix) IR and CSL – Exchange variation on naphtha imports
In December 2017, the Company received a tax deficiency notice related to the disallowance of exchange variation expenses between the due date of commercial invoices and the effective payment of obligations related to naphtha imports. The Company disallowed expenses in calendar year 2012, since they were considered unnecessary, which caused adjustments in the tax loss and in social contribution tax loss carryforwards.
83
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
On December 31, 2018, the restated value of this deficiency notice amounted to R$104 million.
The Company’s external legal advisors estimate that the administrative proceeding should be concluded in 2022.
There are no deposits or any other type of guarantee for these procedures, since they are still being discussed at the administrative level.
(x) Isolated fine – failure to ratify DCOMPS
In 2016 through 2018, the Company was notified of isolated fines corresponding to 50% of non-cumulative COFINS tax credits: i) non-cumulative PIS/COFINS; ii) Negative Balance of IR/CSL; iii) REINTEGRA and iv) other credits, which were offset with federal taxes and not approved by the RFB.
The matter is assessed as having a possible chance of loss due to favorable court precedents on the matter.
On December 31, 2018, the restated value of these deficiency notices amounted to R$215 million.
The Company’s external legal counsels estimate that the conclusion in the administrative level will occur in 2022.
No deposit or other form of security was accrued for most of these claims, as they are still being discussed administratively.
(xi) Income Tax and Social Contribution – Reduction of tax losses and social contribution tax loss carryforwards
The Company also received a tax-deficiency notice due to the inclusion in the income and social contribution tax calculation base of interest and exchange variation expenses incurred in calendar-year 2008 related to obligations assumed in business combinations.
Considering that the Administrative Council of Tax Appeals (CARF) already has rendered a final decision in favor of the Company, the Company is merely awaiting the termination of the claim. The said tax-deficiency notice represented the amount of R$53 million.
(xii) IR/CSL – Negative Balance – Offset
The Company claims, at the administrative level, that RFB denies Offset Statements seeking to settle federal taxes with credits arising from negative balance of IR and CSL.
On December 31, 2018, the restated value of the taxes whose offset was not approved amounted to R$182 million.
The Company’s external legal advisors estimate that the administrative proceeding should be concluded by 2022.
There are no deposits or any other type of guarantee for this proceeding, since it is still being disputed at the administrative level.
84
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(xiii) IPI and II – Customs difference
In October 2002, the merged company Ipiranga Petroquímica received a tax-deficiency notice from RFB for contracting two different companies, one to provide parts and technology and the other to provide specialized labor for technical support, on the occasion of the construction of an industrial plant in Rio Grande do Sul, which, according to RFB, was allegedly conducted only to reduce the price of parts and technology used and, consequently, decrease the IPI and II payable.
On December 31, 2018, the restated value of the taxes recorded amounted to R$68 million.
The Company’s external legal advisors estimate that the administrative proceeding should be concluded by 2022.
There are no judicial deposits or any other type of guarantee for this procedure, since it is still being discussed at the administrative level.
(c) Corporate
The Company currently is subject to a settlement of judgement related to an lawsuit filed in 1988, which sentenced Polialden Petroquímica S.A., merged into Braskem, to pay its non-controlling preferred shareholders the distribution of the remaining profits of the company.
The purpose of the liquidation is to determine the value of the award calculated in accordance with the sentence, which will occur through an arbitration procedure, as determined by the court, and was appealed against by the judgment winner, which is pending trial. The procedure is awaiting the beginning of the expert analysis.
The amount of provision on December 31, 2018 is R$16 million. The amount in dispute with a possible likelihood of loss is R$186 million.
(d) Other lawsuits
(i) Social Security Contributions – Withholding of 11%
The Company was assessed by the RFB for allegedly withholding social security at the rate of 11% on the gross amount of invoices, bills or trade notes related to services executed through assigned labor, in the period from February 1999 to June 2002, amounting to R$52 million, on December 31, 2018.
The Company's legal advisors, in view of prior decisions by the Administrative Council of Tax Appeals (CARF) and the evidence provided by the Company, assess as possible the chances of loss at the administrative level. The conclusion is supported, among other things, by the following: (i) the nullity and time-barring of the debits; (ii) the mismatch between the service provided and the tax substitution system under Article 31 of Federal Law 8,212/1991; (iii) the lack of the requirements to characterize assignment of labor, and other matters that would have to be evidenced through a tax diligence.
The Company’s external legal advisors estimate that the administrative proceeding should be concluded still in 2019.
85
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(ii) Social security – hazardous agents
In August 2017, the Company received a tax deficiency notice from the Federal Revenue Service of Brazil, claiming the payment of a premium for Occupational Accident Risk (“RAT”) to fund the special retirement plan due to the alleged exposure of its workers to hazardous agents between January 2013 and December 2015.
On September 19, 2018, the Company was notified of the decision rendered by the lower administrative court, which accepted the arguments presented in the Objection and rendered the assessment null due to irremediable defect of form. The Company filed a Voluntary Appeal at the Administrative Council of Tax Appeals (CARF) seeking nullity due to defect of substance. In the second half of 2018, the probability of loss defined by the external legal advisors of the Company was changed to remote, and the discussions at the administrative level are expected to be concluded in 2020.
The Company is a party to other administrative proceedings and lawsuits, in which the likelihood of loss remains possible, which seek: (i) payment, through tax deficiency notices issued in August 2007, of the premium for Occupational Accident Risk (RAT) to fund a special retirement due to alleged exposure of Company employees to hazardous agents and the payment of a fine for failure to inform in the GFIP form such alleged exposure between April 1999 and February 2006; and (ii) payment, through a tax foreclosure action filed in May 2017, of said premium for Occupational Accident Risk (RAT) related to the periods from November 2000 to January 2001 and November 2001 to June 2002. The total amount involved in these proceedings, as at December 31, 2018, is R$41.6 million.
The Company’s external legal advisors estimate that these other administrative proceedings should be concluded in 2021, while the lawsuit should be concluded in 2027.
There are no deposits or other forms of guarantees for the administrative proceedings and the Company offered a guarantee in the form of a performance bond in the amount of R$3.7 million exclusively for the amount involved in the lawsuit.
23.3 Leniency Agreement
(a) Global Settlement with authorities
In December, 2016, the Company entered into a Leniency Agreement (“Agreement”) with the Federal Prosecution Office (“MPF”) and with the authorities in the United States and Switzerland (“Global Settlement”), in the approximate value of US$957 million (approximately R$3.1 billion at the time), which were approved as follows:
1. In Brazil, the Agreement was ratified by the 5th Coordination and Review Chamber of the MPF on December 15, 2016, with ratification by the 13th Federal Court of Curitiba on June 6, 2017.
2. The agreement with the U.S. Department of Justice (“DoJ”) was confirmed by a U.S. court ruling on January 26, 2017.
3. The agreement with the Securities and Exchange Commission (“SEC”) was confirmed on February 28, 2017.
4. The agreement with Swiss authorities did not require ratification to produce effect.
Of the aggregate amount of the Global Settlement, the Company already has paid approximately R$1.9 billion, as follows:
1. US$94,894 (R$296,591) to the DoJ, paid on February 8, 2017;
86
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
2. US$65,000 (R$206,460) to the SEC, paid on April 27, 2017;
3. CHF30,240 (R$104,307) to the Swiss Office of the Attorney General, paid on June 27, 2017;
4. R$736,445 to the MPF, paid on July 6, 2017;
5. R$267,985 to the MPF, related to the first of six annual installments due by 2023, paid on January 30, 2018;
6. CHF16,065 (R$62,021) to the Swiss Office of the Attorney General, related to the first of four annual installments due by 2021, paid on June 28, 2018; and
7. R$278,034 to the MPF, related to the second of six annual installments due by 2023, paid on January 30, 2019.
The outstanding amount, of approximately R$1.2 billion, will be paid as follows:
1. CHF48,195 to the Swiss Office of the Attorney General, related to three remaining annual installments of CHF16,065 due on June 30 of each year as from 2019;
2. Approximately R$1 billion to the MPF in four equal, annual and successive installments adjusted for inflation by the variation in the IPCA index, due on January 30 of each year as from 2020. To guarantee payment of the installments coming due, Braskem gave as collateral assets from its property, plant and equipment corresponding to one annual installment.
Braskem has been complying with its obligations provided for in the Global Settlement and collaborating with authorities.
(b) Reimbursement for damages and other considerations
A significant portion of the total of R$2.2 billion of the Agreement entered into with MPF will be allocated to paying redress to third parties for damages incurred due to the facts that are the subject-matter of the Agreement.
Under the Agreement, the MPF undertook to coordinate actions with other authorities or government agencies, as well as state-owned companies and state-controlled companies with which Braskem comes to negotiate for entering into agreements based on the subject-matter of the collaboration.
Furthermore, other authorities with jurisdiction over the Company may seek to impose additional monetary sanctions or fines or commence new investigations against the Braskem. Finally, as a result of the Global Settlement, the Company may be subject to increased operating costs in connection with its obligations to improve its governance and anti-corruption practices. In this context, as communicated to the market on July 10, 2018, the Company is currently negotiating with the Ministry of Transparency, Supervision and Controller General (CGU) and with the Office of the General Counsel of the Federal Government (AGU).
The Global Agreement does not prevent, yet, any third party with a legitimate interest in the facts from filing proceedings to seek reimbursement for any damages caused by Braskem, because that the Company cannot guarantee that the total amount available for reimbursement will be sufficient to fully reimburse any third parties affected by the wrongdoings, which means that the Company may be obliged to pay or suffer financial penalties other than those provided for in the Global Settlement.
87
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Under the Global Settlement, the Company will continue to cooperate with the authorities and to implement improvements to its compliance practices and efforts to combat corruption. The Company is subject to external monitorship for a period of three years, two of which already have transpired, during which period the monitors will verify compliance with the Global Settlement, including the efficacy of controls, policies and internal procedures to reduce the risk of any breach of anticorruption law. The monitorship period could end earlier or be extended for another year, at the discretion of the authorities, depending on the progress made by the Company in its compliance with the Global Settlement.
It is not possible to predict the impacts on Braskem of others investigations or any decision or action taken by authorities involving its largest shareholders, namely Odebrecht S.A. and Petróleo Brasileiro S.A. – Petrobras, or any of their subsidiaries.
(c) Control deficiencies and Compliance Program
After the investigation occurred in 2016 and confirmation of wrongdoings, the Company identified material control deficiencies.
In the same year, it began developing a comprehensive Compliance Program at Braskem to mitigate the risks of proceedings and make significant improvements to Braskem’s general control environment. The Program also contains initiatives that have been implemented throughout 2017 and 2018.
As of the year ended December 31, 2018, a series of Compliance initiatives were implemented and/or improved by the Company, including:
(i) |
Increase in the number of Team Members in the Compliance Department; |
(ii) |
Designation and engagement of independent monitors jointly with the DoJ and MPF, and analysis of the Company’s processes and documents by said monitors; |
(iii) |
Approvals and/or reviews of significant guidance documents: Global Anti-corruption Policy; Global Compliance System Policy; Code of Conduct; Code of Conduct for Contractors; Global Risk Management Policy; Global Procurement Directive, Global Sales Directive, Internal Control Directive, Internal Audit Directive; Corporate Credit Card Directive; Approval Authority Directive; Due Diligence Directive for Contractors; Conflict of Interest Directive; Procedure for Payment of Commissions to Agents; Donation and Sponsorship Directive, Business Travel Directive, Directive and Procedure for Relations with Government Officials; Ethics Line Investigation Protocols, and others; |
(iv) |
Approving the Procedure for the Ethics Line, considering the formal process for handling reports of violations and investigation protocols; Continuing the training program with a focus on the Compliance System, applicable legislation and raising Team Member awareness; |
(v) |
Setting a corporate target related to Compliance for all Leaders at the Company; |
(vi) |
Formally and effectively participating in working groups: UN Anticorruption and ETHOS Integrity; |
(vii) |
Improving the supplier registration and approval process by implementing a third-party risk and integrity assessment; |
(viii) |
Developing the Communication Plan for disseminating the Company’s commitment to conducting its Business Ethically with Integrity and Transparency; |
(ix) |
Outsourcing of the Whistleblowing Channel and improving the tool for receiving reports of violations; |
(x) |
Mapping of risks and controls and assessment of the effectiveness of controls for the most relevant corporate processes of companies with business in Brazil, United States, Mexico, Netherlands and Germany; |
(xi) |
Incorporating anti-corruption clauses in agreements with third parties; |
(xii) |
Implementing improvements to internal controls with a view to remediating deficiencies identified in internal processes (especially material and significant deficiencies) and preventing future vulnerabilities; |
(xiii) |
Mapping of Anticorruption and Anti-bribery risks and controls and improvements to the ERM related to these topics; |
(xiv) |
Defining and revising the corporate methodology for Risk Management to be adopted in Brazil, United States, Mexico, Netherlands and Germany; |
(xv) |
Implementation or improvement of Compliance, Internal Control, Risk Management and Internal Audit tools and systems; |
(xvi) |
Inclusion of Anticorruption and Anti-fbribery Risks in the scope of Internal Audit works; |
(xvii) |
Conducting Internal Audit works to address weaknesses and recommendations for improvements to areas involved in the processes assessed. |
88
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(d) Class action
On July 1, 2015, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against the Company and certain of its then-current and former officers and directors. In the current lawsuit, entitled In Re Braskem Securities Litigation, the Lead Plaintiff, Boilermaker-Blacksmith National Pension Trust, alleges that the Defendants made misrepresentations or omissions that inflated the price of the Company’s stock in violation of U.S. securities laws.
After the decision on the motion to dismiss filed by the Company, partially granting its arguments, the Company and the Lead Plaintiff signed the proposed settlement agreement (“Proposed Settlement”), which was ratified by the applicable Court, which issued a final decision ending all claims from all members of the class of Investors (as defined below).
Under the terms of the Proposed Settlement, Braskem paid US$10 million (approximately R$31,680) to resolve all claims arising out of or relating to the subject matter of the class action of a settlement class consisting of all persons who purchased or otherwise acquired a legal or beneficial ownership interest in Braskem American Depositary Receipts (“ADRs”) between July 15, 2010 and March 11, 2015 (“Investors”), inclusive. The amount of the agreement was deposited by Braskem in the account designated by the judge (“Escrow Account”) on October 2, 2017.
On February 21, 2018, a hearing was held in which a decision was handed down for the final approval of the agreement regarding the entire class of investors and the dismissal of the case. Said decision became final and unappealable. The individual distribution of the amount of the agreement is the responsibility of the manager of the Escrow Account, as determined by the Court and in accordance with the ratified allocation plan.
The Proposed Settlement was signed solely to avoid the risk, uncertainty, and expense of further litigation and does represent the admission of any wrongdoing or liability by Braskem.
The Company may be named as a defendant in other legal actions. The Company may be required, in accordance with any applicable legal and regulatory limits, to indemnify directors, officers and employees that are defendants in this securities class action and any other related actions that may arise in the future.
24 Benefits offered to team members
24.1 Short-term benefits
Consolidated |
Parent company | ||||||
2018 |
2017 |
2018 |
2017 | ||||
Health care |
162,338 |
140,553 |
114,808 |
99,519 | |||
Private pension |
84,525 |
67,008 |
52,790 |
40,730 | |||
Transport |
64,714 |
58,825 |
58,028 |
51,187 | |||
Feeding |
33,537 |
30,916 |
25,446 |
24,738 | |||
Training |
27,463 |
18,285 |
14,048 |
9,986 | |||
Other |
18,271 |
16,173 |
4,485 |
4,093 | |||
390,848 |
331,760 |
269,605 |
230,253 |
89
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(a) Long-term incentive plan (“ILP Plan”)
On March 21, 2018, the Extraordinary Shareholders' Meeting approved the ILP Plan, which aims to align the interests of its participants with those of the Company’s shareholders and to encourage participants’ retention at the Company by offering eligible participants an opportunity to receive restricted shares in the Company by voluntarily investing own funds and holding such shares through the end of the three-year vesting period.
On March 28, 2018, the Board of Directors approved the “ILP Plan 2018,” in accordance with the terms and conditions of the ILP Plan, which includes the list of eligible persons, the deadline for acquiring own shares by participants and the number of restricted shares to be delivered to participants as matching contribution for each own share acquired. The maximum number of shares the Company expects to deliver to the participants of the ILP Program 2018, after the vesting period and subject to compliance with all necessary requirements, is 727,688 shares. The program’s grant date is April 6, 2018. The shares to be delivered by the Company to participants of the ILP Program 2018 are those currently held in treasury or acquired through repurchase programs, and in the event said shares cannot be delivered, the Company will pay participants in cash the amount corresponding to the shares, based on the quote on the stock exchange on the second business day immediately prior to the respective payment date.
The fair value of the Company’s matching contribution is the market price of the equity instruments quoted on the grant date. For eligible persons of the Parent company, the fair value is based on the quoted price of the class “A” preferred shares (R$46.62). For eligible persons of subsidiaries abroad, the fair value is based on the quoted price of the American Depository Receipts - ADR (US$27.56).
The fair value, net of taxes, recorded on equity at December 31, 2018, is R$6,406.
24.2 Post-employment benefits
24.2.1 Retirement plans - defined benefit plans and health plants
For each of the below plans, based on the experts actuarial report, the Company measures its future obligations. The assumptions adopted are in full compliance with CPC 33(R1) / IAS 19.
(a) Braskem America
The subsidiary Braskem America is the sponsor of Novamont, which is a defined benefit plan of the employees of the plant located in the State of West Virginia. At December 31, 2018, the plan has 38 active participants and 172 assisted participants (39 active participants and 166 assisted participants in 2017). The contributions by Braskem America in the year amount to R$20,544 (R$4,069 in 2017). The participants made no contributions in 2018 and 2017.
(b) Braskem Alemanha and Braskem Holanda
The subsidiaries Braskem Alemanha and Braskem Holanda are the sponsor of the defined benefit plans of its employees. At December 31, 2018, the plan has 158 participants (139 in 2017) and no contributions were made by Braskem Alemanhã and Braskem Holanda in 2018 and 2017. The participants made no contributions in 2018 and 2017.
90
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(c) Health plan
According to Brazilian laws, the type of health plan offered by the Company, named contributory plan, ensures to the participant who retires or is dismissed without cause the right to remain in the plan with the same assistance coverage conditions they had during the employment term, provided they assume the full payment of the plan (company’s part + participant’s part).
(i) Amounts in balance sheet
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
2018 |
|
2017 |
Defined benefit |
|
|
|
|
|
|
|
|
|
Novamont Braskem America |
|
|
|
|
|
68,904 |
|
62,963 | |
Braskem Alemanha and Netherlands |
|
|
|
|
|
114,705 |
|
93,994 | |
|
|
|
|
|
|
|
183,609 |
|
156,957 |
Health care |
|
|
|
|
|
|
|
|
|
Bradesco saúde |
|
|
|
|
|
|
90,679 |
|
83,233 |
|
|
|
|
|
|
|
|
|
|
Total obligations |
|
|
|
|
|
|
274,288 |
|
240,190 |
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets |
|
|
|
|
|
|
|
| |
Novamont Braskem America |
|
|
|
|
|
(66,073) |
|
(44,823) | |
Braskem Alemanha |
|
|
|
|
|
(1,842) |
|
(1,592) | |
|
|
|
|
|
|
|
(67,915) |
|
(46,415) |
|
|
|
|
|
|
|
|
|
|
Consolidated net balance (non-current liabilities) |
|
|
|
|
|
206,373 |
|
193,775 |
(ii) Change in obligations
|
|
Consolidated | |||
2018 |
2017 | ||||
Balance at beginning of year |
240,190 |
201,516 | |||
Health care |
7,446 |
11,334 | |||
Current service cost |
5,842 |
5,058 | |||
Interest cost |
4,906 |
4,139 | |||
Benefits paid |
(3,845) |
(3,399) | |||
Change plan |
1,391 |
||||
Actuarial losses (gain) |
(3,713) |
9,661 | |||
Exchange variation |
22,071 |
11,881 | |||
Balance at the end of the year |
274,288 |
240,190 |
91
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(iii) Change in fair value plan assets
|
|
Consolidated | |||
2018 |
2017 | ||||
Balance at beginning of year |
46,415 |
39,380 | |||
Actual return on plan assets |
(3,200) |
5,115 | |||
Employer contributions |
20,544 |
4,069 | |||
Benefits paid |
(3,712) |
(2,915) | |||
Exchange variation |
7,868 |
766 | |||
Balance at the end of the year |
67,915 |
46,415 |
(iv) Amounts recognized in profit and loss
Consolidated | |||||
2018 |
2017 | ||||
Health care |
7,446 |
11,334 | |||
Current service cost |
5,842 |
5,058 | |||
Interest cost |
4,906 |
4,139 | |||
Expected return on plan assets |
|
(28) | |||
Actuarial losses |
2,077 |
6,069 | |||
20,271 |
26,572 |
(%) | ||||||||||||||||
2018 |
|
2017 | ||||||||||||||
Health |
United |
Health |
United |
|||||||||||||
insurance |
States |
Germany |
Netherlands |
insurance |
States |
Germany |
Netherlands | |||||||||
Discount rate |
5.03 |
4.45 |
2.00 |
2.00 |
5.45 |
3.70 |
2.00 |
2.00 | ||||||||
Inflation rate |
4.50 |
n/a |
2.00 |
2.00 |
4.50 |
n/a |
n/a |
n/a | ||||||||
Expected return on plan assets |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a |
n/a | ||||||||
Rate of increase in future salary levels |
n/a |
n/a |
3.00 |
3.00 |
n/a |
n/a |
2.50 |
2.50 | ||||||||
Rate of increase in future pension plan |
n/a |
n/a |
1.75 |
1.75 |
n/a |
n/a |
1.75 |
1.75 | ||||||||
Aging factor |
2.50 |
n/a |
n/a |
n/a |
2.50 |
n/a |
n/a |
n/a | ||||||||
Medical inflation |
3.50 |
n/a |
n/a |
n/a |
3.50 |
n/a |
n/a |
n/a | ||||||||
Duration |
19.66 |
n/a |
n/a |
n/a |
18.84 |
n/a |
n/a |
n/a |
(v) Hierarchy of fair value assets
On December 31, 2018, the balance of the fair value of assets is represented by the assets of the Novamont defined benefit plan, which has a level-1 fair value hierarchy.
92
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(vi) Sensitivity analysis
Impact on the defined benefit obligation | |||||||||||||||||||||||||
Premise change |
|
Premise increase |
|
Premise reduction | |||||||||||||||||||||
Health |
United |
Health |
United |
Health |
United |
||||||||||||||||||||
insurance |
|
States |
|
Germany |
|
Netherlands |
insurance |
|
States |
|
Germany |
|
Netherlands |
insurance |
|
States |
|
Germany |
|
Netherlands | |||||
Discount rate |
1.0% |
1.0% |
0.5% |
0.5% |
10,428 |
7,261 |
10,802 |
563 |
(12,868) |
(8,802) |
(11,971) |
(626) | |||||||||||||
Real medical inflation |
n/a |
n/a |
n/a |
n/a |
15,698 |
n/a |
n/a |
n/a |
(12,454) |
n/a |
n/a |
n/a | |||||||||||||
Rate of increase in future salary levels |
n/a |
n/a |
1% |
1% |
n/a |
n/a |
6,256 |
336 |
n/a |
n/a |
(5,934) |
(318) | |||||||||||||
Rate of increase in future pension plan |
1% |
n/a |
0% |
0% |
n/a |
n/a |
3,087 |
166 |
n/a |
n/a |
(3,006) |
(161) | |||||||||||||
Life expectancy |
1% |
n/a |
1 year |
1 year |
n/a |
n/a |
2,848 |
144 |
n/a |
n/a |
(2,973) |
(150) | |||||||||||||
Mortality rate |
n/a |
10% |
n/a |
n/a |
n/a |
1,984 |
n/a |
n/a |
n/a |
(2,164) |
n/a |
n/a | |||||||||||||
Health insurance - Impact on cost of services and interests costs | |||||||||||||||||||||||||
Premise change |
|
Premise increase |
|
Premise reduction | |||||||||||||||||||||
Cost of |
Iterests |
Cost of |
Iterests |
Cost of |
Iterests | ||||||||||||||||||||
services |
|
costs |
services |
|
costs |
services |
|
costs | |||||||||||||||||
Discount rate |
1.0% |
1.0% |
381 |
198 |
(488) |
(193) | |||||||||||||||||||
Life expectancy |
1.0% |
1.0% |
344 |
1,532 |
(288) |
(1,215) | |||||||||||||||||||
Rate of increase in future pension plan |
1.0% |
1.0% |
66 |
216 |
(67) |
(221) |
24.2.2 Retirement plan - defined contribution
The Parent Company and the subsidiaries in Brazil sponsor a defined contribution plan for its team members managed by ODEPREV, a private pension plan entity. ODEPREV offers its participants, which are employees of the sponsoring companies, an optional defined contribution plan in which monthly and additional participant contributions and monthly and annual sponsor contributions are made to individual pension savings accounts. For this plan, the sponsors pay contributions to private pension plan on contractual or voluntary bases. As soon as the contributions are paid, the sponsors do not have any further obligations related to additional payments.
At December 31, 2018, the number of active participants in ODEPREV totals 5,725 (5,280 in 2017) and the contributions made by the sponsors in the year amount to R$50,610 (R$38,332 in 2017) and the contributions made by the participants amounted to R$69,058 (R$60,038 in 2017).
25 Equity
(a) Capital
On December 31, 2018, the Company's subscribed and paid up capital stock amounted to R$8,043,222 and comprised 797,218,554 shares with no par value, distributed as follows:
Amount of shares | |||||||||||||||||
Preferred |
Preferred |
||||||||||||||||
Common |
shares |
shares |
|||||||||||||||
shares |
% |
class A |
% |
class B |
% |
Total |
% | ||||||||||
Odebrecht |
226,334,623 |
50.11 |
79,182,498 |
22.95 |
305,517,121 |
38.32 | |||||||||||
Petrobras |
212,426,952 |
47.03 |
75,761,739 |
21.96 |
288,188,691 |
36.15 | |||||||||||
ADR |
(i) |
48,780,072 |
14.14 |
48,780,072 |
6.12 | ||||||||||||
Other |
12,907,077 |
2.86 |
140,090,605 |
40.59 |
500,230 |
100.00 |
153,497,912 |
19.26 | |||||||||
Total |
451,668,652 |
100.00 |
343,814,914 |
99.64 |
500,230 |
100.00 |
795,983,796 |
99.85 | |||||||||
Treasury shares |
|
|
1,234,758 |
0.36 |
|
|
1,234,758 |
0.15 | |||||||||
Total |
451,668,652 |
100.00 |
345,049,672 |
100.00 |
500,230 |
100.00 |
797,218,554 |
100.00 | |||||||||
|
|
|
|
|
|
|
|
|
(b) Capital reserves
This reserve includes part of the shares issued in Subsidiary’s several capital increases. This reserve can be used to absorb losses, to redeem, reimburse or purchase shares, and to incorporate into the capital stock.
93
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(c) Revenue reserves
(i) Legal reserve
(ii) Retention of profits
In accordance with Brazilian Corporation Law, portions of net income for the fiscal year not allocated to distribution to shareholders or to reserve accounts must be allocated to the retained earnings account.
Under Brazilian Corporation Law, companies must transfer 5% of net profit for the year to a legal reserve until this reserve is equivalent to 20% of the paid-up capital. The legal reserve can be used for capital increase or absorption of losses.
(d) Share rights
Preferred shares carry no voting rights but they ensure priority, non-cumulative annual dividend of 6% of their unit value, according to profits available for distribution. The unit value of the shares is obtained through the division of capital by the total number of outstanding shares. Only class “A” preferred shares will have the same claim on the remaining profit as common shares and will be entitled to dividends only after the priority dividend is paid to preferred shareholders. Only class “A” preferred shares also have the same claim as common shares on the distribution of shares resulting from capitalization of other reserves. Only class “A” preferred shares can be converted into common shares upon resolution of majority voting shareholders present at a General Meeting. Class “B” preferred shares can be converted into class “A” preferred shares at any time, at the ratio of two class “B” preferred shares for one class “A” preferred share, upon a simple written request to the Company, provided that the non-transferability period provided for in specific legislation that allowed for the issue and payment of such shares with tax incentive funds has elapsed.
In 2018, 78,100 class “B" preferred shares were converted into 39,050 class “A" preferred shares.
In the event of liquidation of the Company, class “A” and “B” preferred shares will have priority in the reimbursement of capital.
Shareholders are entitled to receive a mandatory minimum dividend of 25% on profit for the year, adjusted under Federal Law 6,404/76.
(e) Profit allocation and payment of dividends
Under the Company’s bylaws, profit for the year, adjusted according to Federal Law 6,404/76, is appropriated as follows:
(i) 5% to a legal reserve;
(ii) 25% to pay for mandatory, non-cumulative dividends, provided that the legal and statutory advantages of the Class “A” and “B” preferred shares are observed. When the amount of the priority dividend paid to class “A” and “B” preferred shares is equal to or higher than 25% of profit for the year calculated under Article 202 of Federal Law 6,404/76, it is the full payment of the mandatory dividend.
Any surplus remaining after the payment of the priority dividend will be used to:
· pay dividends to common shareholders up to the limit of the priority dividends of preferred shares; and
· if there still is any surplus, distribute additional dividends to common shareholders and class “A” preferred shareholders so that the same amount of dividends is paid for each common share or class “A” preferred share.
(iii) Retained earnings account for net income for the fiscal year remaining after the aforementioned allocations.
94
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(e.1) Profit allocation and dividends proposed
2018 | ||
Net income for the year of Company's shareholders |
2,866,675 | |
Amounts recorded directly to retained earnings |
||
Legal reserves distribution |
(143,334) | |
Tax incentive reserve distribution |
(81,863) | |
Realization of additional property, plant and equipment |
27,679 | |
Prescribed dividends / other |
517 | |
2,669,674 | ||
Allocations: |
||
Minimum dividends - 25% adjusted net income |
(667,419) | |
Additional dividends proposed |
(2,002,255) | |
(2,669,674) |
Per-share dividend of R$3.35565826658 per common and class “A” preferred share and R$0.60628536320 per class “B” preferred share.
(e.2) Additional dividends related to fiscal year 2017
The Annual Shareholders’ Meeting held on April 30, 2018 approved the declaration of additional dividends on profit related to fiscal year 2017 in the amount of R$ 1,500,000, the payment of which commenced on May 10, 2018, of which R$851,729 refers to common shares and R$648,271 to class “A” preferred shares.
95
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(f) Equity valuation adjustments – Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated | |||||
Attributed to shareholders' interest |
||||||||||||||||||||||
Equity valuation adjustments |
|
Other comprehensive income |
||||||||||||||||||||
Goodwill in acquisition of subsidiary under common control (i) |
Deemed cost and additional indexation of PP&E |
Fair value adjustments of trade accounts receivable |
Gain (loss) on interest in subsidiary |
Foreign sales hedge |
Fair value of hedge |
Defined benefit plans actuarial Gain (loss) |
Foreign currency translation adjustment |
Total Braskem shareholders' interest |
Non-controlling interest in Braskem Idesa |
Total | ||||||||||||
On December 31, 2016 |
|
206,703 |
|
(9,404) |
(7,105,377) |
(539,518) |
(43,351) |
1,169,088 |
(6,321,859) |
(548,601) |
(6,870,460) | |||||||||||
Additional indexation |
||||||||||||||||||||||
Realization by depreciation or write-off assets |
(40,678) |
(40,678) |
(40,678) | |||||||||||||||||||
Income tax and social contribution |
13,831 |
13,831 |
13,831 | |||||||||||||||||||
Deemed cost of jointly-controlled investment |
||||||||||||||||||||||
Realization by depreciation or write-off assets |
(1,459) |
(1,459) |
(1,459) | |||||||||||||||||||
Income tax and social contribution |
496 |
496 |
496 | |||||||||||||||||||
Foreign sales hedge |
||||||||||||||||||||||
Exchange rate |
(42,507) |
(42,507) |
118,179 |
75,672 | ||||||||||||||||||
Transfer to result |
1,145,602 |
1,145,602 |
40,924 |
1,186,526 | ||||||||||||||||||
Income tax and social contribution |
(355,960) |
(355,960) |
(47,731) |
(403,691) | ||||||||||||||||||
Fair value of Cash flow hedge |
||||||||||||||||||||||
Change in fair value |
876,636 |
876,636 |
6,513 |
883,149 | ||||||||||||||||||
Transfer to result |
(287,576) |
(287,576) |
9,632 |
(277,944) | ||||||||||||||||||
Income tax and social contribution |
(198,343) |
(198,343) |
(4,844) |
(203,187) | ||||||||||||||||||
Fair value of cash flow hedge from jointly-controlled (RPR) |
3,534 |
3,534 |
|
3,534 | ||||||||||||||||||
Actuarial loss with post-employment benefits, net of taxes |
|
(8,654) |
|
(8,654) |
|
(8,654) | ||||||||||||||||
Goodwill on the acquisition of a subsidiary |
(488,388) |
(488,388) |
(488,388) | |||||||||||||||||||
Foreign currency translation adjustment |
51,445 |
51,445 |
(52,047) |
(602) | ||||||||||||||||||
On December 31, 2017 |
(488,388) |
178,893 |
|
(9,404) |
(6,358,242) |
(145,267) |
(52,005) |
1,220,533 |
(5,653,880) |
(477,975) |
(6,131,855) | |||||||||||
Additional indexation |
||||||||||||||||||||||
Realization by depreciation or write-off assets |
(40,481) |
(40,481) |
(40,481) | |||||||||||||||||||
Income tax and social contribution |
13,764 |
13,764 |
13,764 | |||||||||||||||||||
Deemed cost of jointly-controlled investment |
||||||||||||||||||||||
Realization by depreciation or write-off assets |
(1,458) |
(1,458) |
(1,458) | |||||||||||||||||||
Income tax and social contribution |
496 |
496 |
496 | |||||||||||||||||||
Fair value adjustments |
||||||||||||||||||||||
Accounts receivable |
(449) |
(449) | ||||||||||||||||||||
Foreign sales hedge |
||||||||||||||||||||||
Exchange rate |
(3,133,346) |
(3,133,346) |
4,170 |
(3,129,176) | ||||||||||||||||||
Transfer to result |
1,200,209 |
1,200,209 |
59,143 |
1,259,352 | ||||||||||||||||||
Income tax and social contribution |
664,864 |
664,864 |
(18,994) |
645,870 | ||||||||||||||||||
Fair value of Cash flow hedge |
||||||||||||||||||||||
Change in fair value |
(449) |
(196,790) |
(196,790) |
7,722 |
(189,068) | |||||||||||||||||
Transfer to result |
26,964 |
26,964 |
10,386 |
37,350 | ||||||||||||||||||
Income tax and social contribution |
59,914 |
59,914 |
(5,433) |
54,481 | ||||||||||||||||||
Fair value of cash flow hedge from jointly-controlled (RPR) |
(2,329) |
(2,329) |
|
(2,329) | ||||||||||||||||||
Actuarial loss with post-employment benefits, net of taxes |
- |
- |
- |
- |
(1,569) |
- |
(1,569) |
- |
(1,569) | |||||||||||||
|
||||||||||||||||||||||
ILP PLan fair value |
||||||||||||||||||||||
Change in fair value |
9,297 |
9,297 |
133 |
9,430 | ||||||||||||||||||
Income tax and social contribution |
(2,891) |
(2,891) |
|
(2,891) | ||||||||||||||||||
Foreign currency translation adjustment |
946,342 |
946,342 |
(145,119) |
801,223 | ||||||||||||||||||
(Loss) investment gains |
(65) |
(65) |
65 |
| ||||||||||||||||||
On December 31, 2018 |
(488,388) |
151,214 |
5,957 |
(9,469) |
(7,626,515) |
(257,508) |
(53,574) |
2,166,875 |
(6,111,408) |
(565,902) |
(6,677,310) | |||||||||||
(i) |
Transfer to the income statement when divestment or transfer of control of subsidiary. | |||||||||||||||||||||
(ii) |
Transfer to retained earnings as the asset is depreciated or written-off/sold. | |||||||||||||||||||||
(iii) |
For receivables classified as fair value through other comprehensive income, transfer to the income statement when attainment of jurisdiction or early liquidation. For the ILP Plan, Transfer to retained earnings according to the grace period of the plan. | |||||||||||||||||||||
(iv) |
Transfer to the income statement when maturity, prepayment or loss of efficacy for hedge accounting. | |||||||||||||||||||||
(v) |
Transfer to retained earnings when the extinction of the plan. | |||||||||||||||||||||
(vi) |
Transfer to the income statement when write-off of subsidiary abroad. |
96
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
26 Earnings per share
Basic and diluted earnings (loss) per share is calculated by means of the division of adjusted profit for the year attributable to the Company’s common and preferred shareholders by the weighted average number of these shares held by shareholders, excluding those held in treasury and following the rules for the distribution of dividends provided for in the Company’s bylaws, as described in Note 25(e), particularly in relation to the limited rights enjoyed by class “B” preferred shares. In view of these limited rights, this class of share does not participate in losses. In this case, the diluted result takes into account the conversion of two class "B" preferred shares into one class “A” preferred share, as provided for in the bylaws of the Company.
Class “A” preferred shares participate in dividends with common shares after the mandatory dividends has been attributed in accordance with the formula provided for in the Company’s bylaws, as described in Note 25(d) and there is no highest limit for their participation.
Diluted and basic earnings (losses) per share are equal when there is profit in the year, since Braskem has not issued convertible financial instruments.
As required by CPC 41 and IAS 33, the table below show the reconciliation of profit (loss) for the period adjusted to the amounts used to calculate basic and diluted earnings (loss) per share.
97
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
Basic and diluted | |||
2018 |
|
2017 | |
Profit for the year attributed to Company's shareholders |
|||
of continued operations |
2,866,675 |
4,074,114 | |
Distribution of priority dividends attributable to: |
|||
Preferred shares class "A" |
208,450 |
208,416 | |
Preferred shares class "B" |
303 |
351 | |
208,753 |
208,767 | ||
Distribution of 6% of unit price of common shares |
273,840 |
273,827 | |
Distribution of excess profits, by class: |
|||
Common shares |
1,353,672 |
2,039,334 | |
Preferred shares class "A" |
1,030,410 |
1,552,186 | |
2,384,082 |
3,591,520 | ||
Reconciliation of income available for distribution, by class (numerator): |
|||
Common shares |
1,627,512 |
2,313,161 | |
Preferred shares class "A" |
1,238,860 |
1,760,602 | |
Preferred shares class "B" |
303 |
351 | |
2,866,675 |
4,074,114 | ||
Weighted average number of shares, by class (denominator): |
|||
Common shares |
451,668,652 |
451,668,652 | |
Preferred shares class "A" |
343,808,699 |
343,775,864 | |
Preferred shares class "B" |
512,660 |
578,330 | |
795,990,011 |
796,022,846 | ||
Profit per share (in R$) |
|||
Common shares |
3.6033 |
5.1214 | |
Preferred shares class "A" |
3.6033 |
5.1214 | |
Preferred shares class "B" |
0.5910 |
0.6069 |
|
|
2018 | ||||||
|
Preferred shares | |||||||
|
Class "A" |
Class "B" | ||||||
|
Outstanding |
Weighted |
Outstanding |
Weighted | ||||
|
shares |
average |
shares |
average | ||||
|
|
|
|
|
|
|
| |
Amount at beginning of year |
|
343,775,864 |
|
343,775,864 |
578,330 |
|
578,330 | |
|
|
|
|
|
|
|
| |
Conversion of preferred shares class "B" to "A" |
|
39,050 |
|
32,835 |
(78,100) |
|
(65,670) | |
|
|
|
|
|
|
|
| |
Amount at the end of the year |
|
343,814,914 |
|
343,808,699 |
500,230 |
|
512,660 |
98
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
27 Net revenues
Consolidated |
Parent company | ||||||||
2018 |
2017 |
2018 |
2017 | ||||||
Sales revenue |
|||||||||
Domestic market |
|||||||||
Revenue |
42,189,365 |
34,983,265 |
42,040,099 |
36,470,448 | |||||
Rebates |
(45,290) |
(35,538) |
(45,289) |
(34,902) | |||||
42,144,075 |
34,947,727 |
41,994,810 |
36,435,546 | ||||||
Foreign market |
|||||||||
Revenue |
26,577,433 |
23,297,304 |
10,456,039 |
9,070,332 | |||||
Rebates |
(58,188) |
(60,990) |
(2,281) |
(1,262) | |||||
26,519,245 |
23,236,314 |
10,453,758 |
9,069,070 | ||||||
68,663,320 |
58,184,041 |
52,448,568 |
45,504,616 | ||||||
Sales and services deductions |
|||||||||
Taxes |
|||||||||
Domestic market |
(10,219,138) |
(8,663,707) |
(10,198,879) |
(8,869,233) | |||||
Foreign market |
(36,562) |
(33,798) |
|||||||
Sales returns |
|||||||||
Domestic market |
(148,918) |
(125,153) |
(148,919) |
(148,029) | |||||
Foreign market |
(258,836) |
(100,789) |
(241,125) |
(5,548) | |||||
(10,663,454) |
(8,923,447) |
(10,588,923) |
(9,022,810) | ||||||
Net sales and services revenue |
57,999,866 |
49,260,594 |
41,859,645 |
36,481,806 |
Revenues from sales of products are recognized when (i) the amount of sales can be reliably measured and the Company does not have control over the products sold; (ii) it is probable that the Company will received the economic benefits; and (iii) risks and benefits of product ownership are substantially transferred to the client. The Company does not make sales with continued management involvement. Most of Braskem’s sales are made to industrial customers and, in a lower volume, to resellers.
The moment when the legal right, as well as the risks and benefits, are substantially transferred to the client is determined as follows:
(i) |
for contracts under which the Company is responsible for the freight and insurance, the legal right and the risks and benefits are transferred to the client as soon as the risk of the goods are delivered at the destination established in the contract; |
(ii) |
for agreements under which the freight and insurance are a responsibility of the client, risks and benefits are transferred as soon as the products are delivered to the client’s carrier; and |
(iii) | for contracts under which product delivery involves the use of pipelines, especially basic petrochemicals, the risks and benefits are transferred immediately after the Company’s official markers, which is the point of delivery of the products and transfer of their ownership. |
The cost of freight services related to sales, transfers to storage facilities and finished product transfers between Braskem establishments are included in cost of sales.
99
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(a) Net revenue by country
2018 |
2017 | ||||
Brazil |
31,801,222 |
26,147,559 | |||
United States |
9,887,701 |
8,539,972 | |||
Argentina |
1,166,191 |
1,336,440 | |||
United Kingdom |
366,328 |
202,830 | |||
Germany |
1,385,482 |
1,192,287 | |||
Mexico |
4,168,140 |
3,408,385 | |||
Italy |
650,605 |
604,546 | |||
Netherlands |
293,315 |
333,134 | |||
Singapore |
756,069 |
542,866 | |||
Switzerland |
315,254 |
415,729 | |||
Colombia |
363,497 |
340,396 | |||
Spain |
329,458 |
282,854 | |||
Chile |
686,646 |
554,237 | |||
Peru |
540,495 |
493,654 | |||
Uruguay |
155,571 |
122,251 | |||
Japan |
245,208 |
126,956 | |||
Poland |
260,449 |
231,716 | |||
Paraguay |
214,959 |
174,783 | |||
France |
135,094 |
166,314 | |||
Bolivia |
250,048 |
163,862 | |||
Canada |
290,453 |
235,612 | |||
South Korea |
314,517 |
339,430 | |||
Other |
3,423,164 |
3,304,781 | |||
57,999,866 |
49,260,594 |
(b) Net revenue by product
2018 |
2017 | ||
PE/PP |
37,979,148 |
33,105,714 | |
Ethylene, Propylene |
4,283,709 |
3,351,805 | |
Naphtha, condensate and crude oil |
248,313 |
135,165 | |
Benzene, toluene and xylene |
2,785,400 |
2,683,406 | |
PVC/Caustic Soda/EDC |
3,167,390 |
3,066,879 | |
ETBE/Gasoline |
2,928,993 |
2,433,360 | |
Butadiene |
2,023,465 |
1,819,387 | |
Cumene |
909,409 |
578,482 | |
Solvents |
476,311 |
401,455 | |
Other |
3,197,729 |
1,684,941 | |
57,999,866 |
49,260,594 |
100
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(c) Main clients
The Company does not have any revenue arising from transactions with only one client that is equal to or higher than 10% of its total net revenue. In 2018, the most significant revenue from a single client amounts to approximately 2.4% of total net revenues of the Company and refers to the Chemical segment.
28 Tax incentives
(a) Income Tax
Since 2015, the Company obtained grant in lawsuits claiming the reduction of 75% of IR on income from the following industrial units: (i) PVC and Chlor-Alkali (Cloro Soda), established in the state of Alagoas; and (ii) Chemicals, PE, PVC and Chlor-Alkali units, established in the city of Camaçari (BA). The realization period is 10 years. In 2018, the operations in Brazil recorded tax loss, therefore it is not possible to make any deductions as a tax incentive.
(b) PRODESIN - ICMS
The Company has ICMS tax incentives granted by the state of Alagoas, through the state of Alagoas Integrated Development Program – PRODESIN, which are aimed at implementing and expanding a plant in that state. This incentive is considered an offsetting entry to sales taxes. In fiscal year 2018, the amount was R$81,863 (R$95,704 in 2017). Since 2018, through Complementary Law 160/2017, the amount recorded is now allocated to reserve the tax incentives in stockholders' equity, in accordance with Article 195-A of Federal Law 6,404/76.
29 Other income (expenses), net
Note |
|
|
Consolidated | |||
2018 |
2017 | |||||
Bonus to employees |
(375,360) |
(399,828) | ||||
Expenses from fixed assets |
(40,061) |
(205,929) | ||||
Allowance for judicial and labor claims |
(83,280) |
(119,919) | ||||
Fine on supply contract of raw material, net |
(i) |
336,533 |
81,793 | |||
PIS and COFINS credits - exclusion of ICMS from the calculation basis |
10(c) |
235,919 |
| |||
Capital gain - sale of Quantiq |
|
276,816 | ||||
Recovery of environmental damages |
(89,395) |
(102,466) | ||||
Other |
106,496 |
(9,871) | ||||
90,852 |
(479,404) |
(i) The contractual penalty for failing to supply feedstock to the subsidiary Braskem Idesa is R$338,125.
101
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
30 Financial results
Consolidated |
Parent company | ||||||||
2018 |
2017 |
2018 |
2017 | ||||||
Financial income |
|||||||||
Interest income |
530,007 |
512,051 |
445,668 |
475,496 | |||||
Other |
59,045 |
91,579 |
32,865 |
69,766 | |||||
589,052 |
603,630 |
478,533 |
545,262 | ||||||
Financial expenses |
|||||||||
Interest expenses |
(2,084,780) |
(2,219,503) |
(1,388,912) |
(1,373,519) | |||||
Monetary variations on fiscal debts |
(33,429) |
(191,101) |
(33,303) |
(188,118) | |||||
Discounts granted |
(141,223) |
(137,389) |
(141,148) |
(134,757) | |||||
Loans transaction costs - amortization |
(89,982) |
(64,771) |
(11,848) |
(7,511) | |||||
Adjustment to present value - appropriation |
(272,025) |
(284,992) |
(257,018) |
(228,995) | |||||
Other |
(362,072) |
(849,461) |
(183,641) |
(694,362) | |||||
(2,983,511) |
(3,747,217) |
(2,015,870) |
(2,627,262) | ||||||
Exchange rate variations, net |
|||||||||
On financial assets |
1,268,741 |
216,381 |
480,276 |
240,508 | |||||
On financial liabilities |
(3,525,724) |
(1,015,143) |
(2,472,275) |
(1,118,662) | |||||
(2,256,983) |
(798,762) |
(1,991,999) |
(878,154) | ||||||
Total |
(4,651,442) |
(3,942,349) |
(3,529,336) |
(2,960,154) |
31 Expenses by nature and function
Consolidated |
Parent company | |||||||||
2018 |
2017 |
2018 |
2017 | |||||||
Classification by nature: |
||||||||||
Raw materials other inputs |
(38,889,949) |
(29,364,996) |
(30,577,000) |
(24,004,220) | ||||||
Personnel expenses |
(2,412,118) |
(2,173,640) |
(1,781,284) |
(1,687,930) | ||||||
Outsourced services |
(2,306,048) |
(2,120,001) |
(1,518,357) |
(1,515,834) | ||||||
Depreciation, amortization and depletion |
(2,990,577) |
(2,928,855) |
(1,968,751) |
(1,880,065) | ||||||
Freights |
(2,275,375) |
(2,058,574) |
(1,522,530) |
(1,348,241) | ||||||
Costs of idle industrial plants |
(138,242) |
(67,593) |
(126,561) |
(41,898) | ||||||
Other income (expenses), net |
(682,726) |
(1,227,829) |
(607,786) |
(796,814) | ||||||
Total |
(49,695,035) |
(39,941,488) |
(38,102,269) |
(31,275,002) | ||||||
Classification by function: |
||||||||||
Cost of products sold |
(46,407,495) |
(36,400,748) |
(35,764,386) |
(28,929,876) | ||||||
Selling and distribution |
(1,545,568) |
(1,459,608) |
(898,186) |
(925,663) | ||||||
General and administrative |
(1,633,003) |
(1,434,272) |
(1,148,537) |
(865,085) | ||||||
Research and development |
(199,821) |
(167,456) |
(120,547) |
(105,286) | ||||||
Other income (expenses), net |
90,852 |
(479,404) |
(170,613) |
(449,092) | ||||||
Total |
(49,695,035) |
(39,941,488) |
(38,102,269) |
(31,275,002) |
102
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
32 Segment information
Braskem’s organizational structure was formed by the following segments:
· Chemicals: comprises the activities related to the production of ethylene, propylene butadiene, toluene, xylene, cumene and benzene, as well as gasoline, diesel and LPG (Liquefied Petroleum Gas), and other petroleum derivatives and the supply of electric energy, steam, compressed air and other inputs to second-generation producers located in the Camaçari, Triunfo, São Paulo and Rio de Janeiro petrochemical complexes.
· Polyolefins: comprises the activities related to the production of PE and PP in Brazil.
· Vinyls: comprises the activities related to the production of PVC, caustic soda and chloride in Brazil.
· United States and Europe: operations related to PP production in the United States and Europe, through the subsidiaries Braskem America and Braskem Alemanha, respectively.
· Mexico: comprises the activities relation to the production of PE in Mexico, through the subsidiary Braskem Idesa.
(a) Presentation, measurement and reconciliation of segment results
Information by segment is generated in accounting records, which are reflected in the consolidated financial statements.
The eliminations stated in the operating segment information, when compared with the consolidated balances, are represented by transfers of inputs between segments that are measured as arm’s length sales.
The operating segments are stated based on the results of operations, which does not include financial results, and current and deferred income tax and social contribution expenses.
103
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
(b) Results by segment
|
|
|
|
|
|
|
|
|
|
|
|
2018 | |||
Operating expenses |
|||||||||||||||
Net |
Cost of |
Selling, general |
Results from |
Other operating |
|||||||||||
sales |
products |
Gross |
and distribuition |
equity |
income |
Consolidated | |||||||||
revenue |
sold |
profit |
expenses |
investments |
(expenses), net |
||||||||||
Reporting segments |
|||||||||||||||
Chemicals |
31,111,650 |
(27,459,396) |
3,652,254 |
(756,719) |
|
(139,393) |
2,756,142 | ||||||||
Vinyls |
3,167,390 |
(2,872,489) |
294,901 |
(169,377) |
|
(18,416) |
107,108 | ||||||||
Polyolefins |
22,483,866 |
(19,253,332) |
3,230,534 |
(1,310,080) |
|
(93,465) |
1,826,989 | ||||||||
USA and Europe |
11,724,776 |
(9,126,392) |
2,598,384 |
(610,384) |
|
10,656 |
1,998,656 | ||||||||
Mexico |
3,770,506 |
(2,333,849) |
1,436,657 |
(296,391) |
|
305,457 |
1,445,723 | ||||||||
Total |
72,258,188 |
(61,045,458) |
11,212,730 |
(3,142,951) |
|
64,839 |
8,134,618 | ||||||||
Other segments |
292,435 |
(173,608) |
118,827 |
(34,819) |
|
(103) |
83,905 | ||||||||
Corporate unit |
265,438 |
(i) |
|
265,438 |
(200,622) |
(888) |
26,116 |
(i) |
90,044 | ||||||
Braskem consolidated before |
72,816,061 |
(61,219,066) |
11,596,995 |
(3,378,392) |
(888) |
90,852 |
8,308,567 | ||||||||
Eliminations and reclassifications |
(14,816,195) |
14,811,571 |
(4,624) |
|
|
|
(4,624) | ||||||||
Total |
57,999,866 |
(46,407,495) |
11,592,371 |
(3,378,392) |
(888) |
90,852 |
8,303,943 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2017 | |||
Operating expenses |
|||||||||||||||
Net |
Cost of |
Selling, general |
Results from |
Other operating |
|||||||||||
sales |
products |
Gross |
and distribuition |
equity |
income |
Consolidated | |||||||||
revenue |
sold |
profit |
expenses |
investments |
(expenses), net |
||||||||||
Reporting segments |
Adjusted | ||||||||||||||
Chemicals |
25,179,288 |
(20,530,084) |
4,649,204 |
(773,396) |
|
(197,275) |
3,678,533 | ||||||||
Vinyls |
3,066,879 |
(2,605,618) |
461,261 |
(162,989) |
|
(163,374) |
134,898 | ||||||||
Polyolefins |
19,650,398 |
(15,571,505) |
4,078,893 |
(1,321,575) |
|
(177,518) |
2,579,800 | ||||||||
USA and Europe |
9,854,496 |
(7,419,261) |
2,435,235 |
(582,672) |
|
(21,279) |
1,831,284 | ||||||||
Mexico |
3,600,820 |
(2,097,471) |
1,503,349 |
(283,318) |
|
27,914 |
1,247,945 | ||||||||
Total |
61,351,881 |
(48,223,939) |
13,127,942 |
(3,123,950) |
|
(531,532) |
9,472,460 | ||||||||
Other segments |
83,720 |
(65,743) |
17,977 |
(13,391) |
|
(2,430) |
2,156 | ||||||||
Corporate unit |
|
|
|
(61,384) |
39,956 |
54,558 |
(ii) |
33,130 | |||||||
Braskem consolidated before |
61,435,601 |
(48,289,682) |
13,145,919 |
(3,198,725) |
39,956 |
(479,404) |
9,507,746 | ||||||||
Eliminations and reclassifications |
(12,175,007) |
11,888,934 |
(286,073) |
137,389 |
|
|
(148,684) | ||||||||
Total |
49,260,594 |
(36,400,748) |
12,859,846 |
(3,061,336) |
39,956 |
(479,404) |
9,359,062 |
(i) Includes the amount of R$501.357 (R$265,438 in “Net sales revenue" and R$235,919 in “Other operating income (expenses), net”) related to PIS and COFINS tax credits – exclusion of ICMS from the calculation basis (note 10(c)).
(ii) Includes gain from sale of “Chemicals distribution” segment in the amount of R$276,816.
(c) Property, plant and equipment and intangible assets by segment
2018 |
2017 | ||||
Reporting segments |
|||||
Chemicals |
10,916,874 |
11,136,125 | |||
Polyolefins |
4,985,337 |
5,072,162 | |||
Vinyls |
2,334,270 |
2,433,882 | |||
USA and Europe |
3,875,566 |
2,587,302 | |||
Mexico |
11,835,170 |
10,733,277 | |||
Total |
33,947,217 |
31,962,748 | |||
Unallocated amounts |
553,655 |
526,359 | |||
Total |
34,500,872 |
32,489,107 |
104
Braskem S.A.
Notes to the consolidated and parent company
financial statements at December 31, 2018
All amounts in thousands, except as otherwise stated
33 Insurance coverage
Braskem contracts insurance policies to the domestic and international operations of its plants, as detailed below. In addition, also contracts other insurance policies, including general civil liability, the civil liability of directors and offices (D&O), domestic and international charter operations, charter's liability, etc.
The Insurance Program maintained by the Company is consistent with the standards adopted by petrochemical companies operating globally.
The All Risks Program provides coverage for material damages and consequent loss of profit of all Braskem plants through an “All Risks” program.
The program is divided into three different policies that ensure coverage of the operations in Brazil, United States/Germany and Mexico, which are valid through April 2020.
The following table presents additional information on the policies in force. Each has maximum indemnity limits (“MIL”) per event to cover possible claims in view of the nature of the Company’s activities and benchmarks, as well estimated maximum loss studies prepared by external advisors.
Maximum indemnity limit |
Amount insured | ||||
Maturity |
US$ million |
US$ million | |||
Units in Brazil |
April 10, 2020 |
3,375 |
26,406 | ||
Units in United States and Germany |
April 10, 2020 |
500 |
2,037 | ||
Units in Mexico |
April 10, 2020 |
2,936 |
6,068 | ||
Total |
34,511 |
The risk assumptions adopted are not part of the audit scope and, therefore, were not subject to review by our independent accountants.
These policies provide coverage for material losses arising from accidents related to fire, explosion and machinery breakdown, etc., and consequential loss of profit, with maximum indemnity periods ranging from 12 and 33 months, depending on the plant and/or coverage.
Braskem also carries an insurance policy against general civil liability that guarantees any damages caused to third parties from its operations and products, including any losses caused by sudden pollution.
The Company’s new projects are covered by specific Engineering Risk policies and/or construction and assembly clauses included in the Operational Risks policies.
105
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: March 14, 2019BRASKEM S.A. | |||
By: | /s/ Pedro van Langendonck Teixeira de Freitas | ||
| |||
Name: | Pedro van Langendonck Teixeira de Freitas | ||
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.