NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIODS ENDED DECEMBER 31, 2005 AND 2004.

 (In thousands of Reais)

 

 

1.

OPERATIONS

 

Elekeiroz, a company controlled by Itausa – Investmentos Itaú S.A., has three industrial units, one in Camaçari, BA, and two in Taubaté and Várzea Paulista, in the state of São Paulo, where it is headquartered.

The Company’s activities comprise the production, import and export of chemicals and petrochemicals, the marketing, of chemicals and petrochemicals produced by third parties, and participation in other companies.

 

 

2.

FINANCIAL STATEMENTS PRESENTATION

 

The financial statements were prepared in conformity with the corporate law and the “CVM – Comissão de Valores Mobiliários” (Brazilian Securities Commission) standards.

 

 

3.

SUMMARY OF THE MAIN ACCOUNTING PRACTICES

 

a)         Income Determination

 

Revenues and expenses are recognized on the accrual basis.   The provision for income tax includes the portion relating to fiscal incentives, the reduction resulting therefrom being credited to a specific capital reserve.

 

b)            Short-Term Investments in the Money Market

 

These investments are stated at cost plus the related earnings up to the balance sheet date, which is lower than market value.

 

c)        Allowance for Doubtful Accounts

 

This is set up based on an analysis of credit risk, in an amount deemed sufficient to cover possible losses on any such accounts.

 

d)        Inventories

 

Inventories are stated at the average acquisition or production cost, which does not exceed market value. There are no obsolete inventories.

 

e)        Investments

 

Investments in controlled companies are evaluated on the equity method, whereas the other investments are shown at the acquisition cost plus monetary correction (recognition of the effects of inflation) up to December 31, 1995 and adjusted to market value, where applicable.

 

 

f)         Property, Plant and Equipment and Depreciation

 

The Property, Plant and Equipment items are stated at the acquisition or construction cost plus monetary correction (recognition of the effects of inflation) up to December 31, 1995, including interest accrued during the construction.

 

Depreciation is calculated on the straight-line method at rates that take into account the useful life of assets.  For equipment and facilities directly used in the production process this method is supplemented by that based on the number of units produced.

 

 

g)        Deferred charges

 

These comprise the industrial units’ deferred organization and expansion costs, as well as expenses incurred on improvement plans and development of corporate management systems, all amortized at 10% and 20% p.a.

 

 

h)        Unamortized Premium

 

This refers to premium on the acquisition of controlled companies, which is amortized in accordance with projected results of the premium-originating businesses.

 

 

i)         Rights and Obligations

 

All rights and obligations are restated based on exchange rates and financial charges under contracts in force, so that they reflect amounts incurred up to the balance sheet date.

 

 

j)         Income Tax and Social Contribution

 

Income tax is calculated at 15% on taxable income plus 10% surtax, whereas Social Contribution rate is 9% on income book value, duly adjusted.   The Company benefits from a partial reduction of Income Tax due on the operating income of its Camaçari – BA production unit, at the following rates: 25% until December 31, 2008 and 12.5% through the end of fiscal 2013.

The deferred Income Tax and Social Contribution are shown under Long-Term Assets (Note 8).

 

 

4.

CONSOLIDATED FINANCIAL STATEMENTS

 

The consolidated financial statements, which include the controlled company Castletown Trading S.A., were prepared in accordance with CVM Instruction 247/96 requiring elimination of:

a)            Intercompany assets and liabilities;

b)            Shareholding, reserves and retained earnings of controlled companies; and

c)            Revenues, expenses and unrealized earnings arising from intercompany transactions.

 

The financial statements of the controlled company can be summarized as follows:

 

CASTLETOWN TRADING S.A.

Dec/2005

Dec/2004

ASSETS

 

 

   Current Assets

1.612

1.873

Total Assets

1.612

1.873

LIABILITIES

 

 

   Current Liabilities

67

75

   Shareholders’ Equity

1.545

1.798

Total Liabilities

1.612

1.873

 

 

 

STATEMENT OF INCOME

 

 

   Net Operating Revenues (Expenses)

(40)

(50)

   Income (Loss) for the Period

(40)

(50)

 

 

 

5.

CASH AND CASH EQUIVALENTS/INVESTMENTS IN THE MONEY MARKET

 

 

 

PARENT COMPANY

CONSOLIDATED

 

Dec/2005

Dec/2004

Dec/2005

Dec/2004

Cash

15

54

15

54

Bank Accounts

2.109

566

2.109

612

Readily Realizable Investments in the Money Market

39.909

20.113

39.909

20.113

 

 

 

 

 

Total

42.033

20.733

42.033

20.779

 

 

6.

CLIENTS – TRADE RECEIVABLES

 

 

 

PARENT COMPANY

CONSOLIDATED

 

Dec/2005

Dec/2004

Dec/2005

Dec/2004

Local Clients

58.089

65.102

58.089

65.102

Foreign Clients

19.371

33.655

19.373

33.656

Allowance for Doubtful Accounts

(881)

(1.180)

(881)

(1.180)

 

 

 

 

 

Total

76.579

97.577

76.581

97.578

 

 

 

7.

INVENTORIES

 

 

 

PARENT COMPANY/CONSOLIDATED

 

Dec/2005

Dec/2004

Finished Products

42.481

33.463

Raw, Auxiliary and Packaging Materials

32.630

36.656

Miscellaneous Materials

10.944

12.341

Total

86.055

82.460

 

 

8.

DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION

 

As stipulated by “CVM” Deliberation no.273 and “CVM” Instruction no.371, the Company recorded R$ 10,194 thousand of deferred tax assets arising from temporary differences under “Long-Term Assets”. The deferred consolidated tax and credits and obligations (Income Tax and Social Contribution) as of December 31, 2005 can be summarized as follows:

 

 

 

Current Consolidated Balance (Dec/2005)

  Temporary Differences represented by: 

 

    Allowance for Doubtful Accounts

300

    Provision for Labour Contingencies

172

    Provision for Tax Contingencies

3.041

    Amortized Premium

1.126

   Other Provisions

5.555

Total

10.194

 

 

Tax Credit Realization – A forecast

 

2007

2.915

2008

2.395

2009

3.302

2010

1.100

From 2011 onwards

482

Total

10.194

 

No tax credits have been recognized in connection with tax losses in the amount of R$ 102,045 thousand and negative basis of R$ 69.274 thousand.

 

 

9.

INVESTMENTS

 

Major information on investments evaluated on the EAM (equity accounting method) and  cost as of December 31:

 

 

 

Dec/2005

Dec/2004

 

a) Evaluated on the Equity Accounting Method

 

 

 

CASTLETOWN  Trading S.A.

 

 

 

Shareholders´ Equity

1.545

1.798

 

Quantity of Shares/Quotas Held       (Thousand-Share/Quota Lot)

7.350

7.350

 

Participation (%)

100

100

 

Results of Equity Accounting

(253)

(213)

 

Total Investments evaluated on EAM

1.545

1.798

 

 

 

 

 

b) Evaluated at Cost

 

 

 

Other Investments Evaluated at Cost

7.438

5.845

 

 

 

 

 

Total

8.984

7.643


 

10.

PROPERTY, PLANT AND EQUIPMENT

 

 

PARENT COMPANY /CONSOLIDATED

 

Dec/2005

Dec/2004

In Operation

 

 

Plots of Land

11.141

11.141

Equipment and Facilities

320.564

276.653

Other

12.350

11.397

 

344.055

299.191

Accumulated Depreciation

(182.448)

(168.826)

 

161.607

130.365

Construction Work in Progress

41.950

31.857

Total

203.557

162.222

 

 

11.

DEFERRED CHARGES AND UNAMORTIZED PREMIUM

 

 

 

PARENT COMPANY/CONSOLIDATED

 

 

 

Dec/2005

Dec/2004

 

 

DEFERRED CHARGES

 

 

 

 

Preoperating expenses :

 

 

 

 

Operative Projects

79.852

80.291

 

 

Projects Under Way

13.783

8.327

 

 

Amortization

(72.930)

(70.970)

 

 

Total

20.705

17.648

 

 

UNAMORTIZED PREMIUM

 

 

 

 

Premium/Discount – Investment Acquisition

53.072

53.072

 

 

Premium/Discount Amortization

(19.014)

(13.713)

 

 

Total

34.058

39.359

 

 

 

 

 

 

 

12.

FINANCING

 

The long-term financing used for funding investment in facilities expansion and modernization

and meeting working capital requirements, can be thus shown:

 

 

 

Interest Rate

%

Index

(*)

Frequency

Maturity Date

Dec/

2005

Dec/

2004

 

FINAME – BNDES

Miscellaneous Agents

3,50 - 6,50

p.a.

A

1

Monthly

10/15/06

241

625

 

POC  -  BNDES

Miscellaneous Agents

3,35 – 5.35 p.a.

A e B

1

Monthly

05/15/09

8.556

11.067

 

MODERMAQ – FINAME

Miscellaneous Agents

10.95 p.a.

 

5

Monthly

10/15/06

440

-

 

BNDES

Direct Operations

2,625 - 3,85

p.a.

A e B

2,3

Monthly and Half-Yearly

01/15/10

 

62.097

 

29.447

 

 

EXIM – BNDES

5,20  p.a.

 

A

 

1

Monthly

07/27/05

 

-

 

5.081

 

 

EXIM – FOREIGN CURRENCIES

BNDES

 

 

 

 

C

 

 

 

1

Monthly

07/27/05

 

 

 

-

 

 

 

2.901

 

 

CÉDULA CRÉDITO INDUSTRIAL

Banco do Nordeste 

11.90 p.a.

 

5

Monthly

12/28/10

 

 

 

13.869

 

 

 

-

 

 

WORKING CAPITAL

Miscellaneous Agents

0,09

p.m.

D

1

Automatic Settlement

 

 

 

9.863

 

 

10.936

 

 

 

 

 

 

 

 

95.066

 

60.057

 

 

Total Parent Company and Consolidated

 

 

 

 

 

 

 

(21.652)

 

 

(28.672)

 

 

Current Portions

 

 

 

 

 

 

73.414

 

31.385

 

 

Long-Term Portions

 

 

 

 

 

31.385

25.566

 

(*)  Indices:

(A) TJLP; (B) Currency Basket, (C) US$; (D) Reservation of Title.

 

 

The long-term financing agreements mature as follows:

 

 

PARENT COMPANY/CONSOLIDATED

 

Dec/2005

Dec/2004

2007

22.853

17.098

2008

24.374

4.289

From 2009 onwards

26.187

9.998

Total

73.414

31.385

 

13

TAXES AND CONTRIBUTIONS AND PROVISION FOR CONTINGENCIES

 

The Company is challenging the levying of state and federal taxes at both legal and administrative levels, and accordingly, has recorded and updated provisions for the related contingencies, under Long-Term Liabilities. 

 

The Company offset credits granted after winning a legal action that questioned the constitutionality of the decrees-laws 2445 and 2449 of 1988 that modified the “PIS” determination method.   The respective provision, in the amount of R$ 27,076 thousand, was maintained and restated under “Long-Term Liabilities”.

 

Until the end of December 2004, the Company had made judicial deposits in the amount of R$ 16,097 thousand, fully provided for under “Long-Term Liabilities”.   These deposits were made in connection with the questioning of a 1% difference in the “COFINS” tax rate and Education Allowances.

 

Upon acquisition of Ciquine Companhia Petroquímica by Elekeiroz S.A. in May 2002, the new management set up provisions for tax, environmental and labour risks, in an amount deemed sufficient to cover possible losses thereon.

 

 

14.

CAPITAL AND INTEREST ON OWN CAPITAL

 

a)        Capital

The authorized capital at December 31, 2005 and 2004 comprises 2,100,000,000 book-entry shares, of which 700,000,000 are common and 1,400,000,000 preferred.

Capital, subscribed and paid up in the amount of R$ 200,000 thousand (2004 – R$ 175,000) comprises 629,703,409 book-entry shares (2004 – 630.293.965) without nominal value, of which 290,363,065 (2004-290.638.065) are common and 339,655,900 (2004 – 339.655.900) are preferred, non-voting shares.

 

b)        Dividends

Below, the rights inherent in preferred, non-voting shares:

a)       priority over common shares in statutory dividend distribution;

b)       right to dividends always higher than those attributed to common shares;

c)       participation in capital increase through reserve and profit capitalization ;

d)       priority over common shares in capital reimbursement without premium, in case of liquidation.

e)       in the event of disposal of majority shareholding, inclusion in public offer that ensures unit price of 80% of amount paid per voting share included in the majority group;

f)        minimum priority dividend of R$ 0.10 per thousand shares, an an annual, non-cumulative basis, subject to adjustment in case of split or unification.

 

 

All shareholders are entitled to statutory, minimum dividends in the equivalent to twenty five percent (25%) of the income for the year, adjusted in accordance with Law 6.404/76 art.  202, I “a” and “b” ; II and III.

 

The dividends were calculated as follows:

 

 

Dec/2005

 

 

Net Income for the Year

43.110

(-) Legal Reserve (5%)

(2.155)

(=)Basis of calculation

40.955

Minimum Statutory Dividend (25%)

10.239

Dividends Declared in the Year:

 

Interest on Own Capital

14.118

(-) Income Tax

(2.118)

(=) Net Remuneration in the Year

12.000

 

 

 

As legally permitted and provided under the Company’s articles of association, the Interest on Own Capital, net of income tax, is being included in the statutory dividends.   The gross interest on own capital equals R$ 22.42 per thousand-share lot.

 

15.                 Financial Income

 

The financial income is composed of the following financial revenue and expenses:

 

 

Parent Company

Consolidated

 

Dec/2005

Dec/2004

Dec/2005

Dec/2004

Financial Revenues

7.722

5.673

7.722

5.673

Monetary Exchange Variation Receivable

5.046

4.492

5.046

4.492

Total Financial Revenues

12.768

10.165

12.768

10.165

 

 

 

 

 

Financial Expenses

(12.188)

(12.967)

(12.188)

(12.967)

Monetary and Exchange Variation Payable

(8.902)

(8.372)

(9.114)

(8.536)

Total Financial Expenses

(21.090)

(21.339)

(21.302)

(21.503)

 

 

 

 

 

Net Financial Income

(8.322)

(11.174)

(8.534)

(11.338)

 

 

16

FINANCIAL INSTRUMENTS

 

 

In compliance with “CVM” Instruction no. 235/95, the Company evaluated its assets and liabilities’ book value against the related market value, having found them adequate, for the following reasons:

 

Short- and Long-Term Financing – The book value was determined based on the interest rate contracted with financial institutions, which reflect market value, and considering the nature and conditions of these operations as well as the size of the Company.

 

Below, a summary of the main market risks involving the business:

 

Credit Risk – the Company’s sales are not highly concentrated, there being no clients accounting for over 5% of net sales.   Under the Company’s credit policy, limits and terms are established according to liquidity levels, which in turn are determined by rating instruments.   Besides the diversification in the domestic market, a substantial portion of products is intended for foreign markets.

 

Exchange Risk – Because exports represent a substantial part of its revenues, the Company’s working capital requirements are met by export-linked credit lines, with more attractive rates and conditions than those prevailing in the domestic money market.

 

Price Risk – The Brazilian chemical sector is highly influenced by the globalized market, with prices heavily affected by international demand and supply conditions. As a consequence, the peaks of both selling prices and raw material purchase prices in this sector occur almost simultaneously, which in turn enables maintenance of an average margin capable of sustaining the business;

 

Interest Rate Risk – Funding is at fixed interest rates under regular market conditions, with restatement and recording at the amount of settlement at the balance sheet date.

 

 

17.

STOCK OPTIONS PLAN AND PENSION PLAN

 

 

With a view to integrating managers and employees into the Company’s growth process in the middle- the and long-run, at the Extraordinary General Shareholders’ Meeting of July 31, 2003 it was deliberated to institute a stock option plan to enable these managers and employees to enjoy any benefits from share appreciation that may result from their work and dedication. The stock option plan will be administered by the Elekeiroz Options Committee, to be formed by members elected by the Administrative Council, every year. By the time these financial statements were completed, this plan had had no effects to be reflected therein.

 

All the Company’s employees are entitled to participate in a definite-contribution plan (“PAI-CD Plan) administered by Fundação Itausa Industrial, a private pension, not-for-profit entity, which is sponsored by Elekeiroz S.A., among others.   Given the nature of the plan, there are no actuarial risks, any existing investment risks lying with the participants.   Under current regulations, the sponsor is responsible for 50% of the amount contributed by the participants, or R$ 1.600 thousand in fiscal 2005. 

 

 

18. Statement of EBITDA Calculation

 

 

 

Parent Company

Consolidated

 

 

2005

2004

2005

2004

 

Operating Income Before Financial Income, Equity Accounting and Premium Amortization

66.568

109.467

66.527

109.417

 

 

 

 

 

 

 

(+) Depreciation and Amortization

15.963

16.264

15.963

16.264

 

 

 

 

 

 

 

(=) EBITDA

82.531

125.731

82.490

125.681

 

 

 

 

 

 

 

 

 

 

19.    Insurance Coverage

               

Base don the nature of the Company’s assets and the risks inherent therein, the management finds that the insurance coverage is deemed sufficient to cover possible disasters.   The insurance coverage of fixed assets and inventories against miscellaneous risks amounts to R$ 328.000 thousand at December 31, 2005. (2004 - R$ 328.000 thousand)