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)