Attached files
file | filename |
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8-K/A - 8-K/A - COMPASS MINERALS INTERNATIONAL INC | cmp-acquisitionx8kxa.htm |
EX-99.3 - EXHIBIT 99.3 - COMPASS MINERALS INTERNATIONAL INC | exhibit_993.htm |
EX-99.1 - EXHIBIT 99.1 - COMPASS MINERALS INTERNATIONAL INC | exhibit_991.htm |
EX-23.1 - EXHIBIT 23.1 - COMPASS MINERALS INTERNATIONAL INC | exhibit_231.htm |
Exhibit 99.2
Produquímica Indústria e Comércio S.A. and Subsidiaries Unaudited consolidated interim financial statements September 30, 2016 | ||
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Contents
Unaudited consolidated statements of financial position | 3 | |
Unaudited consolidated interim statements of operations | 4 | |
Unaudited consolidated interim statements of comprehensive income/(loss) | 5 | |
Unaudited consolidated interim statements of changes in shareholders' equity | 6 | |
Unaudited consolidated interim statements of cash flows | 7 | |
Notes to the unaudited consolidated interim financial statements | 8 |
2
Produquímica Indústria e Comércio S.A. and Subsidiaries | ||||||||||||||
Unaudited consolidated statements of financial position at September 30, 2016 and December 31, 2015 | ||||||||||||||
(In thousands of Brazilian Reais) | ||||||||||||||
Assets | Notes | September 30, 2016 | December 31 ,2015 | Liabilities | Notes | September 30, 2016 | December 31 ,2015 | |||||||
Current | Current | |||||||||||||
Cash and cash equivalents | 4 | 216,148 | 469,310 | Suppliers | 12 | 78,239 | 102,148 | |||||||
Marketable securities | 4.1 | 25,323 | 12,454 | Assignment of credit by suppliers | 12 (a) | 8,287 | 8,820 | |||||||
Trade accounts receivable, net | 5 | 284,135 | 222,246 | Loans and financing | 13 | 435,045 | 275,748 | |||||||
Inventories, net | 6 | 211,595 | 172,857 | Debentures | 14 | — | 137,808 | |||||||
Recoverable taxes | 7 | 11,721 | 14,904 | Taxes contributions and charges payable | 16 | 9,413 | 6,530 | |||||||
Recoverable income tax and social contribution | 4,401 | 4,066 | Income tax and social contribution payable | 4,623 | 65 | |||||||||
Prepayments | 19,904 | 12,067 | Salaries and wages payable | 18,103 | 12,646 | |||||||||
Dividends receivable | 18 | — | 7,000 | Advances from customers | 8,571 | 1,831 | ||||||||
Financial instruments | 15 | — | 5,185 | Obligations under finance leases | 19 | 3,131 | 2,519 | |||||||
Other accounts receivable | 949 | 500 | Accounts payable - related parties | 18 | — | — | ||||||||
Financial instruments | 15 | 85,529 | — | |||||||||||
Total current assets | 774,176 | 920,589 | Other accounts payable | 20 | 22,847 | 31,338 | ||||||||
Total current liabilities | 673,788 | 579,453 | ||||||||||||
Non-current assets | Non-current liabilities | |||||||||||||
Long-term receivables | Loans and financing | 13 | 198,961 | 278,638 | ||||||||||
Trade accounts receivable | 5 | 10,562 | — | Debentures | 14 | — | 189,688 | |||||||
Accounts receivable - related parties | 18 | 1,067 | 98 | Taxes payable | 16 | 1,349 | 1,582 | |||||||
Recoverable taxes | 7 | 8,890 | 8,874 | Deferred income tax and social contribution | 8(c) | 11,112 | 9,773 | |||||||
Deferred income tax and social contribution | 8(b) | 78,008 | 84,199 | Provision for contingencies | 17 | 6,442 | 7,928 | |||||||
Court deposits in legal actions and other accounts receivable | 1,570 | 1,632 | Obligations under finance leases | 19 | 18,732 | 19,028 | ||||||||
Other accounts payable | 20 | 2,253 | 3,469 | |||||||||||
100,097 | 94,803 | |||||||||||||
Total non-current liabilities | 238,849 | 510,106 | ||||||||||||
Investments | 9 | 20,259 | 17,206 | |||||||||||
Property, plant and equipment, net | 10 | 422,800 | 407,414 | Shareholders’ equity | ||||||||||
Intangible assets, net | 11 | 49,076 | 49,836 | Share capital | 22(a) | 329,433 | 324,969 | |||||||
Capital reserves | 22(b) | (12,001 | ) | (18,940 | ) | |||||||||
Profit reserves | 22(c) | 68,371 | 24,447 | |||||||||||
492,135 | 474,456 | Equity valuation adjustment | 22(e) | 67,968 | 69,813 | |||||||||
Total non-current assets | 592,232 | 569,259 | ||||||||||||
Total shareholders’ equity | 453,771 | 400,289 | ||||||||||||
Total assets | 1,366,408 | 1,489,848 | Total liabilities and shareholders' equity | 1,366,408 | 1,489,848 | |||||||||
See the accompanying notes to the interim financial statements. |
3
Produquímica Indústria e Comércio S.A. and Subsidiaries | ||||||||||||
Unaudited consolidated interim statements of operations | ||||||||||||
For the three and nine-month period ended September 30, 2016 and 2015 | ||||||||||||
(In thousands of Brazilian Reais) | ||||||||||||
Three-month period | Three-month period | Nine-month period | Nine-month period | |||||||||
Notes | September 30, 2016 | September 30, 2015 | September 30, 2016 | September 30, 2015 | ||||||||
Net revenues | 23 | 394,905 | 347,511 | 871,126 | 726,786 | |||||||
Cost of goods sold | 24 | (274,336 | ) | (251,107 | ) | (644,668 | ) | (552,713 | ) | |||
Gross profit | 120,569 | 96,404 | 226,458 | 174,073 | ||||||||
Operating (expenses) income | ||||||||||||
General and administrative expenses | 24 | (7,505 | ) | (12,384 | ) | (24,897 | ) | (29,364 | ) | |||
Selling expenses | 24 | (29,478 | ) | (25,506 | ) | (76,033 | ) | (57,739 | ) | |||
Equity accounting | 9 | 1,116 | 1,786 | 3,053 | 3,592 | |||||||
Other (expenses)/income, net | (3 | ) | 40 | 199 | 323 | |||||||
Results from operating activities | 84,699 | 60,340 | 128,780 | 90,885 | ||||||||
Financial income | 26 | 6,289 | 5,390 | 16,941 | 28,565 | |||||||
Financial expenses | 26 | (13,496 | ) | (31,900 | ) | (45,911 | ) | (96,548 | ) | |||
Foreign exchange losses, net | 26 | (16,667 | ) | (99,708 | ) | (42,334 | ) | (162,491 | ) | |||
Income/(loss) before income tax and social contribution | 60,825 | (65,878 | ) | 57,476 | (139,589 | ) | ||||||
Income tax and social contribution (expense) benefit | ||||||||||||
Current | 8(a) | (6,029 | ) | (337 | ) | (7,100 | ) | (846 | ) | |||
Deferred | 8(a) | (10,239 | ) | 22,018 | (7,888 | ) | 48,647 | |||||
Net income/(loss) for the period | 44,557 | (44,197 | ) | 42,488 | (91,788 | ) | ||||||
Income/(loss) basic and diluted per share | 22(f) | 0.82 | (0.94 | ) | 0.78 | (1.95 | ) | |||||
See the accompanying notes to the interim financial statements. |
4
Produquímica Indústria e Comércio S.A. and Subsidiaries | |||||||||||||
Unaudited consolidated interim statements of comprehensive income/(loss) | |||||||||||||
For the three and nine-month period ended September 30, 2016 and 2015 | |||||||||||||
(In thousands of Brazilian Reais) | |||||||||||||
Three-month period | Three-month period | Nine-month period | Nine-month period | ||||||||||
Notes | September 30, 2016 | September 30, 2015 | September 30, 2016 | September 30, 2015 | |||||||||
Net income/(loss) for the period | 44,557 | (44,197 | ) | 42,488 | (91,788 | ) | |||||||
Cumulative translation adjustment - CTA | 9 | — | 12,740 | — | 25,057 | ||||||||
Fair value - derivatives | 15 | (3,368 | ) | — | (409 | ) | — | ||||||
Total comprehensive income/(loss) for the period | 41,189 | (31,457 | ) | 42,079 | (66,731 | ) | |||||||
See the accompanying notes to the interim financial statements. |
5
Produquímica Indústria e Comércio S.A. and Subsidiaries | ||||||||||||||||||||||||||
Unaudited consolidated interim statements of changes in shareholders' equity | ||||||||||||||||||||||||||
For the nine-month period ended September 30, 2016 and 2015 | ||||||||||||||||||||||||||
(In thousands of Brazilian Reais) | ||||||||||||||||||||||||||
Share capital | Capital Reserves | Profit reserves | ||||||||||||||||||||||||
Subscribed capital | Bonus share subscription | Transaction Costs in share issuance | Tax incentives | Legal reserve | Retained earnings | Equity valuation adjustment | Accumulated (losses) earnings | Total shareholders' equity | ||||||||||||||||||
Balances as of January 1st, 2015 | 128,597 | — | — | 4,147 | 99 | — | 88,203 | (23,852 | ) | 197,194 | ||||||||||||||||
— | ||||||||||||||||||||||||||
Net loss for the period | — | — | — | — | — | — | — | (91,788 | ) | (91,788 | ) | |||||||||||||||
Realization of valuation adjustment due to depreciation and disposal net of tax effects | — | — | — | — | — | — | (1,572 | ) | 1,572 | — | ||||||||||||||||
Cumulative translation adjustment - CTA | — | — | — | — | 25,057 | — | 25,057 | |||||||||||||||||||
Balances as of September 30, 2015 | 128,597 | — | — | 4,147 | 99 | — | 111,688 | (114,068 | ) | 130,463 | ||||||||||||||||
Balances as of January 1st, 2016 | 324,969 | (6,939 | ) | (12,001 | ) | 4,147 | — | 20,300 | 69,813 | — | 400,289 | |||||||||||||||
Net loss for the period | — | — | — | — | — | — | — | 42,488 | 42,488 | |||||||||||||||||
Offsetting of loss with retained earnings | — | — | — | — | — | 43,924 | — | (43,924 | ) | — | ||||||||||||||||
Fair value - derivatives, net of tax effect | — | — | — | — | — | — | (409 | ) | — | (409 | ) | |||||||||||||||
Capital increase | 11,403 | 11,403 | ||||||||||||||||||||||||
Bonus share subscription | (6,939 | ) | 6,939 | — | — | — | — | — | — | — | ||||||||||||||||
Realization of valuation adjustment due to depreciation and disposal net of tax effects | — | — | — | — | — | — | (1,436 | ) | 1,436 | — | ||||||||||||||||
Balances as of September 30, 2016 | 329,433 | — | (12,001 | ) | 4,147 | — | 64,224 | 67,968 | — | 453,771 | ||||||||||||||||
See the accompanying notes to the interim financial statements. |
6
Produquímica Indústria e Comércio S.A. and Subsidiaries | |||||
Unaudited consolidated interim statements of cash flows | |||||
For the nine-month period ended September 30, 2016 and 2015 | |||||
(In thousands of Brazilian Reais) | |||||
September 30, 2016 | September 30, 2015 | ||||
Cash flows from operations | |||||
Net income/(loss) for the period | 42,488 | (91,788 | ) | ||
Adjustments to reconcile net loss to net cash provided by operations: | |||||
Depreciation and amortization | 29,104 | 29,238 | |||
Bad debt expense | 6,839 | 3,406 | |||
Interest and foreign exchange gain and losses, net | 45,990 | 201,753 | |||
Income from marketable securities | 2,513 | — | |||
(Income)/expenses with provision for contingencies, net of reversals | (26 | ) | 490 | ||
Equity accounting | (3,053 | ) | (3,592 | ) | |
Actuarial liabilities | (1,618 | ) | 1,242 | ||
Accounts payable | 7,579 | 4,274 | |||
Losses on disposal of PP&E | 65 | 83 | |||
(Income)/expense with additional provision for environmental liability | (143 | ) | 110 | ||
Deferred income tax and social contribution | 7,888 | (48,647 | ) | ||
Trade accounts receivable - adjustment to present value | 1,075 | 274 | |||
Suppliers - adjustment to present value | 584 | — | |||
Inventory write-downs | 6,695 | 2,749 | |||
145,980 | 99,592 | ||||
Decreases /(increases) in assets: | |||||
Inventories | (45,433 | ) | (41,753 | ) | |
Trade accounts receivable | (80,365 | ) | (84,391 | ) | |
Current accounts | (969 | ) | (3,686 | ) | |
Recoverable taxes | 3,310 | 13,592 | |||
Dividends received | 7,000 | 4,000 | |||
Other assets | (7,927 | ) | (97,223 | ) | |
(Decreases)/increases in liabilities: | |||||
Suppliers and supplier assignment of receivables | (28,155 | ) | 52,673 | ||
Related parties - current accounts | — | (10,000 | ) | ||
Taxes payable | 8,266 | (469 | ) | ||
Other liabilities | (3,920 | ) | 8,507 | ||
Income tax and social contribution tax paid | (1,058 | ) | (375 | ) | |
Net cash used in operations activities | (3,271 | ) | (59,533 | ) | |
Cash flows from investing activities | |||||
Marketable securities | (15,382 | ) | 123,525 | ||
PP&E and intangible assets | (43,000 | ) | (17,754 | ) | |
Disposals and sales | 76 | 181 | |||
Net cash (used in)/provided by investing activities | (58,306 | ) | 105,952 | ||
Cash flows from financing activities | |||||
Proceeds from loans and financing | 393,341 | 168,871 | |||
Payments of principal from loans and financing | (565,856 | ) | (281,195 | ) | |
Bank interest, paid | (30,473 | ) | (48,760 | ) | |
Capital increase | 11,403 | — | |||
Net cash used in financing activities | (191,585 | ) | (161,084 | ) | |
Effects of changes in exchange rates on cash and cash equivalents | — | 25,057 | |||
Net decrease in cash and cash equivalents | (253,162 | ) | (89,608 | ) | |
Change in cash and cash equivalents | |||||
Cash and cash equivalents at beginning of period | 469,310 | 128,591 | |||
Cash and cash equivalents at end of period | 216,148 | 38,983 | |||
(253,162 | ) | (89,608 | ) | ||
See the accompanying notes to the interim financial statements. |
7
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Notes to the consolidated interim financial statements
(In thousands of Brazilian Reais)
1 General information
Produquímica Indústria e Comércio S.A. (“the Company”, “we” or “us”), a Brazilian corporation with head office in São Paulo, São Paulo State, Brazil, was founded in 1965.
The Company, through its subsidiaries and jointly controlled entity, is focused on the following business segments: 1) essential nutritional supplements for agricultural productivity ("Agriculture Productivity"), and 2) chemicals for water treatment and other processes ("Chemical Solutions").
The agricultural products enhance productivity for farmers by satisfying critical nutritional needs of crops. The Company sells a comprehensive range of nutrients, which are vital for achieving optimal plant development and health.
The Chemical Solutions business products are utilized by the water treatment industry and for use in other industrial processes. The Company’s customers include state and municipal companies, waste treatment companies and manufacturing companies that treat their wastewater. Other than water treatment, the Company’s customers are in a wide range of industries, though concentrated in oil and gas exploration and production, pulp and paper, ethanol production and the mining industry.
The Company and its subsidiaries operate nine sites located in: two plants in Jacareí - SP, two plants in Suzano - SP, São José dos Campos - SP, Mauá - SP, Cubatão - SP, Igarassu - PE and Maceió - AL.
The subsidiary PDQ Investments Ltd. incorporated in Bermuda, focuses on investments and financial transactions.
On October 03, 2016 Compass Minerals do Brasil Ltda acquired 100% of the Company capital. On December 23, 2015 Compass Minerals do Brasil Ltda had acquired 35% of the Company. See more details made in Note 22.
2 Presentation of the consolidated interim financial statements and significant accounting policies
2.1 Basis of preparation
The Company's interim financial statements for the nine-month period ended September 30, 2016 include the consolidated interim financial statements were prepared in accordance with CPC 21 (R1) and of IAS 34 - Interim Financial Reporting.
The interim financial statements were authorized for issue by the Officers ("Diretoria") of the Company on November 28, 2016.
The interim financial statements have been prepared on the historical cost basis value except for the valuation of certain assets (cash and cash equivalents and derivatives), which are measured at fair value through profit or loss.
8
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Several assumptions, including both subjective and objective methods, were used in making accounting estimates necessary for the preparation of the interim financial statements, based on Management’s judgment for determination of the appropriate amount to be reported in the interim financial statements. Significant items that are subject to these estimates and assumptions include: analysis of credit risk for determining the allowance for doubtful accounts, provisions of inventory, valuation of goodwill and other intangible assets, valuation of estimated useful lives for property, plant and equipment assets, and their recoverable value in operation; valuation of financial assets at fair value; recognition of deferred income tax assets and analysis of other risks to determine other provisions, including provisions for contingencies.
The settlement of the transactions involved in these estimates may result in amounts that are significantly different from those reported in the interim financial statements, due to the assumptions inherent in determining estimates. The Company revises its estimates and assumptions annually.
2.2 Functional and presentation currency
a.Functional currency and reporting currency
The interim financial statements are presented in Brazilian Reais (“BRL”) and all values are rounded to the nearest thousand, except when otherwise indicated. The functional currency of the Company and its subsidiaries is the Brazilian Reais (“BRL”).
b.Transactions and balances
Transactions in foreign currencies are translated into BRL, using the foreign exchange rates in effect on the date of the transactions. Foreign exchange gains and losses resulting from the settlement of these transactions and from the translation of foreign currencies using the foreign exchange rates at the end of the reporting period are recognized in the income statement.
Foreign exchange variation gains and losses related to loans, financing and debentures and cash and cash equivalents are presented in the income statement as foreign exchange (losses) gains. .
2.3 Financial assets
a.Cash and cash equivalents
Cash and cash equivalents include cash, bank accounts and short-term investments with immediate liquidity and low risk of changes in value.
The Company and its subsidiaries have financial investments, in the form of Certificate of Bank Deposits (CDBs), with a redemption period less than 90 days from the interim financial statements.
b.Marketable securities
Include liquid short-term investments with maturities of more than 90 days. See Note 4.1.
c.Trade accounts receivable
The trade accounts receivables not denominated in BRL are translated based on the foreign exchange rates in effect on the balance sheet dates. The allowance for doubtful accounts is calculated based on a risk analysis of the outstanding invoices, which takes into account the history of losses, the individual situation of the customers, the situation of the economic group to which they belong, guarantees, and the assessment of the Company’s legal counsel who provide updated information on specific customers to which the Company is taking legal action.
9
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Information on the breakdown of current trade accounts receivable and amounts past due and the allowance for doubtful accounts is disclosed in Note 5.
d.Impairment of financial assets
The Company assesses, at each reporting date, whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (an incurred 'loss event') and if that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.
Evidence of impairment may include indications that the customer or a group of customers is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and when observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
2.4 Inventories
Inventories are valued at the lower of cost and net realizable value.
Costs incurred in bringing each product to its present location and conditions are accounted for as follows:
Raw materials
• At the average cost of acquisition.
Finished goods or products and work-in-progress
• Included cost of raw materials, labor, general manufacturing expenses and freight;
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale; and
Write-downs for slow-moving or obsolete inventories are recognized when deemed necessary by Management.
2.5 Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the following:
• the cost of materials and direct labor;
• any other costs directly attributable to bringing the assets to a working condition for their intended use; and
10
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
• capitalized borrowing costs
Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss.
Depreciation is calculated on a straight line basis based on the useful life of each asset. The useful lives of fixed assets and average annual depreciation rates are as follows:
Property, plant and equipment | % Average annual depreciation | Range of annual depreciation | |||
Buildings | 6.08 | % | 3 to 57 years | ||
Facilities | 9.38 | % | 3 to 35 years | ||
Machineries and equipment | 11.21 | % | 2 to 24 years | ||
Furniture and fixtures | 11.27 | % | 3 to 16 years | ||
Vehicles | 17.06 | % | 5 to 10 years | ||
Computers | 26.11 | % | 2 to 6 years |
When significant parts of property, plant and equipment are required to be replaced, the Company recognizes such parts as individual assets with specific useful lives and depreciates them accordingly.
Repairs and maintenance are directly recognized in the income statement when they take place.
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date and adjusted if appropriate.
2.6 Intangible assets and Goodwill
Intangible assets are mainly comprised of software, licenses for use and goodwill.
Intangible assets acquired separately are measured at cost at their initial recognition. The cost of intangible assets acquired in a business combination is deemed to be the fair value on the date of acquisition. After the initial recognition intangible assets are presented at cost, less accumulated amortization and accumulated losses, if applicable.
Intangible assets with indefinite useful lives are not amortized, but are tested at least annually to ensure that the carrying amount does not exceed its fair value, individually or at the level of the cash-generating unit.
The Company assesses annually whether there are indications of impairment in its indefinite useful lived intangible assets. If these indicators are identified, the Company estimates the recoverable amount of the assets. The recoverable amount of an asset or a group of assets is the greater of: (a) the fair value less estimated costs to sell it, and (b) its value in use. Value in use is the discounted cash flow (before taxes) from the continued use of the assets until the end of its useful life.
11
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Regardless of the existence of indicators of loss of value, goodwill and intangible assets with indefinite useful lives are tested for impairment at least once a year.
When the carrying amount of an asset exceeds its recoverable amount, the impairment loss is recognized as an operating expense in the income statement.
Intangible assets with definite useful lives are amortized over their economic useful life and tested for impairment when there is indication of loss in value. The period and method of amortization of an intangible asset with definite life are reviewed on an annual basis. Changes in the estimated useful life or in the expected consumption of the future economic benefits of these assets are accounted as changes of accounting estimates. Amortization of intangible assets with definite lives is recognized in the income statement in the category of expenses, according to the use of the intangible asset.
Gains and losses resulting from disposals of intangible assets are measured as the difference between the net values obtained from the sale and the book value of the asset, and are recognized in the income statement at the disposal of the asset.
2.7 Investments
The Company values its investment in a jointly controlled entity using the equity method.
After applying the equity method, the Company determines whether it is necessary to recognize additional loss of the recoverable value of the Company's investment in a jointly controlled entity. The Company determines, at each reporting date, if there is objective evidence that investment in any entity could have suffered from a loss from impairment. If so, the Company calculates the amount of loss on the impairment as the difference between the recoverable value of the entity and the book value and any impairment amount is recognized in the income statement.
2.8 Consolidation
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The interim financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All related parties, transactions, income, expenses and unrealized gains and losses resulting from intra-group transactions and dividends are eliminated.
Ownership interest | ||||
Subsidiaries | Sept. 30, 2016 | Dec. 31, 2015 | ||
Reluz Química Industrial Ltda. | 100 | % | 100 | % |
Reluz Nordeste Indústria e Comércio Ltda. | 100 | % | 100 | % |
MixMicro Indústria e Comércio de Produtos Químicos Ltda. | 100 | % | 100 | % |
PDQ Investments Ltd. (1) | - | 100 | % |
(1)Consolidated up to December 23, 2015.
12
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
2.9 Financial instruments - Initial recognition and subsequent measurement
Financial assets
Initial recognition and measurement
Financial assets are classified as: a) financial assets at fair value through profit or loss and b) loans and receivables. The Company determines the classification of its financial assets at initial recognition.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.
The Company's financial assets include cash and cash equivalents, marketable securities, trade and other receivables, accounts receivable - related parties and derivatives financial instruments.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as described below:
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss.
Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term.
Derivatives are also classified as held for trading unless they are designated as effective hedging instruments as defined by CPC 38.
When a derivative is designated as a hedging instrument to hedge the variability of the cash flows, the effective portion of the changes in fair value of the derivative is recognized in other comprehensive income and presented under equity valuation adjustments in equity. Any ineffective portion of changes in fair value of the derivative is immediately recognized in the income statement. The accumulated value held in equity valuation adjustments are reclassified to the income statement in the period in which the hedged item affects the income statement.
For the operations that are designated for hedge accounting, the Company formally documents the relation between the hedge instruments and the object items of hedge, including the objectives of risk management and the strategy on conducting the hedge transaction, in conjunction with the methods that will be utilized to measure the effectiveness of hedge relation.
The Company does a prospective evaluation, either at the moment of the designation of hedge relation, as well continuously, if there is an expectative that the hedge instruments are “highly effective” in the offsetting of the variations in fair value of the respective object items of hedge during the period in which the hedge is designated, and if the real results of each hedge fits in the range from 80% to 125%.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in finance costs in the income statement.
Financial assets designated upon initial recognition at fair value through profit and loss are designated at their initial recognition date and only if the criteria under CPC 38 are satisfied.
13
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Loans and receivables
The receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:
• The rights to receive cash flows from the asset have expired;
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the asset is recognized to the extent of the Company's continuing involvement in the asset. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
The Company assesses, at each reporting date, whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred 'loss event') and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.
Evidence of impairment may include indications that the customers or a group of customers is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and when observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
Non-derivative financial liabilities
Initial recognition and measurement
Financial liabilities within the scope of CPC 38 are classified as liabilities at amortized cost.
The Company determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognized initially at fair value less, in the case of loans and financing, directly attributable transaction costs.
14
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
The Company's financial liabilities include accounts payable, assignment of credit by suppliers, loans and financing, debentures, finance leasing, other accounts payable, accounts payable to related parties, advances from customers, and derivative financial instruments.
Loans, financing and debentures
After initial recognition, interest bearing current and non-current term loans, financing and debentures are subsequently measured at amortized cost using the EIR (effective interest rate) method. Gains and losses are recognized in the income statement when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance costs in the income statement.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the financial results.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if:
• There is a currently enforceable legal right to offset the recognized amounts; and
• There is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
There is no offsetting of the financial instruments for the nine-month period ended September 30, 2016 nor for the year ended December 31, 2015.
Fair value of financial instruments
For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include:
• Using recent arm's length market transactions;
• Reference to the current fair value of another instrument that is substantially the same;
• A discounted cash flow analysis or other valuation models.
An analysis of fair values of financial instruments and further details as to how they are measured are provided in Note 15.
15
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
2.10 Taxes
Current income tax
The income tax and social contribution tax of the current year are calculated based on tax rates of 15%, plus an additional 10% on the taxable income exceeding R$ 240 thousand (annual basis) for the income tax and 9% on the taxable income for the social contribution on net income, and consider the offsetting of tax losses carryforwards and social contribution negative base, limited to 30% of the taxable income.
The current income tax is recognized in the statement of income unless it is related to a business combination, or items directly recognized in shareholders’ equity or in other comprehensive income.
Deferred income tax
Deferred income tax is generated by temporary differences on the reporting date between the taxable values of assets and liabilities and their book values.
Deferred income tax liabilities are recognized for all the temporary tax differences, except:
• When the deferred income tax liability arises from the initial recognition of goodwill or from an asset or liability in a transaction that is not a business combination and, on the transaction date, does not affect the accounting profit or the taxable income; and
• Deferred income tax assets are recognized for all deductible temporary differences, credit and tax losses carryforward, to the extent that it is probable that taxable income will be available for those temporary differences to be able to be compensated and that recoverable taxes and losses carryforward can be used - except in these cases:
(i) when the deferred income tax asset related to the deductible temporary difference is generated in the initial recognition of the asset or liability in a transaction that is not a business combination; and
(ii) on the transaction date, it does not affect the accounting profit or the taxable income.
The book value of the deferred income tax assets is reviewed on each reporting date, and reduced to the extent that it is no longer probable that taxable income will be available to enable all or part of the deferred income tax asset to be used. Reductions to deferred income tax assets are reviewed at each reporting date and are recognized to the extent that it becomes probable that future taxable profits will enable the deferred income tax assets to be recovered. There is no expiration of tax losses carryforward although there is a limitation of 30% of the annual taxable income.
Deferred income tax assets and liabilities are measured at the tax rate that is expected to be applicable in the year in which the asset is expected to be recoverable or the liability settled, based on the tax rates (and tax law) that have been enacted on the reporting date.
Deferred income tax relating to items directly recognized in shareholders’ equity is also recognized in shareholders’ equity, and not in the income statement. Deferred income tax items are recognized in accordance with the transaction that originated the deferred income tax or directly in shareholders’ equity.
16
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Deferred income tax assets and liabilities are presented net, if there is a legal or contractual right to offset the tax asset against the tax liability and the deferred income tax are related to the same tax entity and are subject to the same tax authority.
Other taxes
Revenues from sales are subject to taxation by State Value-Added Tax (“ICMS”), Services Tax (“ISS”), Social Contribution Tax on Gross Revenue for the Social Integration Program (“PIS”) and Social Contribution Tax on Gross Revenue for Social Security Financing (“COFINS”) at rates prevailing in each region and are presented as deductions from sales in the income statement.
The amounts recoverable derived from non-cumulative ICMS, PIS and COFINS are deducted from cost of goods acquired.
Taxes recoverable or prepaid taxes are shown in current and noncurrent assets, in accordance with the estimated timing of their realization.
Sales taxes
Revenues, expenses and assets are recognized net of the amount of sales tax except:
• When the sales tax incurred on a purchase of assets or services are not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
• Receivables and payables are stated with the amount of sales tax included. The net amount of sales tax recoverable from, or payable to, the tax authority is included as part of receivables or payables in the statement of financial position.
2.11 Employees benefit plan
The Company is co-sponsor of an employee benefit plan, which includes “Produquímica-NE Prev” and “Igarassu Prev”. These plans were assumed by the Company as a result of the acquisition of Igarassu Agro Industrial Ltda. in July 2007.
As co-sponsor of both the Produquímica-NE Prev and Igarassu Prev plans in the defined contribution modality (post-employment), which in total comprise 166 employees, the Company has no legal obligation if the administrator of the plan does not have sufficient assets for payment of the benefits obtained by the employees as a result of services rendered, except for the employees mentioned in the next paragraph. The contribution of Produquímica-NE Prev is equal to 50% of the employee’s contribution, which is limited to 3%, 4% or 5% of the employee’s monthly remuneration. The contribution of Igarassu Prev is equal to 100% of the employee’s contribution, which is limited to 1.5% of the employee’s monthly remuneration.
Within the Produquímica-NE Prev plan, there are 8 employees under a defined benefit modality. This modality was closed to new entrants since December 31, 1998. Actuarial losses for these employees that are retired under the defined benefit modality are recognized in the income statement in the period in which they occur. See details in Note 21.
17
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
2.12 Related parties transactions
Transactions for purchases and sale of inputs and goods or products are made on conditions and for periods agreed between the parties, and when applicable eliminated in the consolidated financial statements.
2.13 Determination of net revenues and cost of goods and products sold
a. Revenues are recognized in the interim financial statements net of taxes and discounts. Revenue from sales of goods or products are recognized when the amount of revenue is reliably measurable, the Company no longer has control over the goods or products sold or any other responsibility related to its ownership, the costs incurred or which will be incurred in relation to the transaction can be reliably measured, it is probable that the economic benefits will be received by the Company, and the risks and benefits of the goods or products have been fully transferred to the purchaser. Revenues are not recognized if their realization is uncertain.
b. Cost of goods or products sold includes the cost of logistics operations managed or outsourced by the Company, comprising warehousing, handling and freight costs incurred until the availability of goods for sale. Transportation costs are included in the purchase costs when applicable.
2.14 Leases
Leasing contracts for which significant portions of the risks and rights of ownership are maintained by the lessor are classified as operating lease. The payments made in the contracts for operational leasing are reported in the income statement on a linear basis during the period of the leased contracts.
Finance leases which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the beginning of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance expenses in the income statement. A leased asset is depreciated over the useful life of the asset or over the period of the lease contract, whichever is lower. See details in Note 19.
2.15 Tax incentives
The Company adopts the procedure of recognizing tax incentives only when all the conditions established are complied with and the incentive will effectively be received. The corresponding amount is recorded in the income statement and, subsequently, when applicable, transferred from retained earnings to the Profit reserves - tax incentives account, to be used only for increase of the registered capital or for any absorption of accumulated losses. See Note 25.
2.16 Significant accounting judgments, estimates and assumptions
The preparation of the Company's interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. These estimates and associated assumptions are based on historical experience and various other factors, believed to be reasonable under the circumstances. Actual results could differ from these estimates. These underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised.
18
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the interim financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use.
The fair value less costs to sell calculation is based on available data from binding sales transactions in arm's length transactions of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model.
The cash flows are derived from the budget for the next five years and do not include restructuring activities, or significant future investments that will enhance the asset's performance of the cash generation unit being tested.
The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
Taxes
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could require future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Company's domicile.
Employees benefit plan
The cost of defined benefit pension modality is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are based on the actuarial reports and reviewed at each reporting date.
The mortality rate is based on publicly available mortality tables in Brazil. Future salary increases and pension increases are based on expected future inflation rates in Brazil. Further details about the assumptions used are given in Note 21.
19
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
a)Environmental liabilities
The Company recognizes a provision for environmental liabilities, based on best estimates of potential costs of cleaning and recovery in known environmental locations. The Company has an internal team of environmental specialists to manage all the phases of its environmental programs, and uses third party specialists when necessary. Based upon their information and third party specialist reports, the internal environmental specialists based on their information, and third party specialists reports, make estimates of potential liabilities in those locations based on projected and known costs of recovery. This analysis requires the Company to make estimates, and changes in the facts and circumstances can result in changes in the environmental provision.
b)Estimated useful life of non-current assets
The Company recognizes the depreciation of its non-current assets in accordance with their estimated useful economic lives, based on industry practices and prior experience.
Actual useful lives may, however, vary due to technological updating of a unit.
c)Impairment test
Assets that have indefinite useful lives, such as goodwill, are not amortized, but tested annually for impairment. For the purpose of identifying the loss of economic value of the goodwill recorded, these assets are grouped at the lowest level for which cash flows can be identified (cash-generating units) and the allocation is made proportionately. Reductions of goodwill due to impairment are recognized in the income statement in the period in which they occur and cannot be reversed in subsequent periods, even if the conditions that caused the loss cease to exist.
d)Provision for contingencies
A provision is recognized if, as a result of a past event, the Company has a present legal obligation, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
The provisions are reviewed and adjusted to take into account changes in circumstances, such as the applicable statutes of limitation, conclusions of tax inspections, or additional exposures identified based on new subjects or court decisions.
2.17 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they are incurred.
2.18 Dividends
Dividends to the Company’s shareholders are recognized as a liability based on the minimum mandatory dividends established by the statutory law. Any additional amount is only recognized as a liability at the date on which such incremental dividends are approved by the Company’s shareholders.
2.19 Shareholder’s equity
Common and preferred shares are classified as shareholders’ equity.
20
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
2.20 Earnings per share
Basic earnings per share are calculated based on the weighted average number of common shares outstanding during the year. The Company does not have any potentially dilutive financial instrument, therefore, diluted earnings per share and basic earnings per share are the same.
2.21 New IFRS issued not yet effective
Standards issued but not yet effective up to the reporting date are listed below. This listing of standards and interpretation issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when applied at a future date. The Company intends to adopt these standards when become effective.
IFRS 9 Financial Instruments: Classification and Measurement
IFRS 9, published in July 2014, replacing the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement (Financial Instruments: Recognition and Measurement). IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new model of expected credit loss for the calculation of the impairment of financial assets, and new requirements for hedge accounting. The standard retains the existing guidance on the recognition and derecognition of financial instruments in IAS 39.
IFRS 9 is effective to the years beginning on or after 1st January 2018 with earlier adoption allowed. The Company is evaluating the effects that IFRS 9 will have on its interim financial statements and disclosures.
IFRS 15 Revenue from Contracts with Customers
IFRS 15 requires an entity to recognize the revenue amount reflecting the charge which it expects to receive in return of the possession of these goods or services. This new standard will replace most of the orientation detailed over the revenue recognizing that currently exists in IFRS and US. GAAP when the new standard is adopted. The new standard is applicable as from or after 1st January 2018, with earlier adoption allowed by IFRS. The standard may be adopted retrospectively, using a cumulative effects approach. The Company is appraising the effects that IFRS 15 may produce in the interim financial statements and its disclosures. The Company still hasn’t chosen the transition method for the new standard and neither has determined the effects of the new standard in the current interim financial statements.
IFRS 16 leases
IFRS 16 requires an entity to recognize that most of the leases in which the Company is a lessee should be recognized on the balance sheet. The new standard is effective on or after January 1, 2019 and will replace IAS 17- leases, with earlier application permitted.
Additionally, it is not expected that the following new standards or changes will have a significant impact on the Company's financial statements:
• Acceptable Methods of Depreciation and Amortization (Acceptable Methods of Depreciation and Amortization) (changes of CPC 27 / IAS 16 and CPC 04 / IAS 38)
• Annual Improvements to IFRSs 2012-2014 - various standards
• Investment Entities: Consolidation Exception (Investment Entities: Consolidation Exception) (CPC Changes 36 / IFRS 10, CPC 45 / IFRS 12 and CPC 18 / IAS 28)
21
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
The Accounting Pronouncements Committee has not yet issued accounting pronouncements or changes in existing pronouncements corresponding to all new IFRS. Therefore, the early adoption of these IFRS is not permitted for entities that publish their financial statements in accordance with accounting practices adopted in Brazil.
3 Consolidated interim financial statements
The consolidated interim financial statements include Produquímica Indústria e Comércio S.A., its subsidiaries in which the Company holds majority equity interest, and holdings in entities in which the Company is considered to be the primary beneficiary, orholder of the principal risks and benefits.
• Reluz Química Industrial Ltda.: located in the city of Suzano, this subsidiary is focused on the production of poly aluminum chloride, primarily sold to water treatment companies.
• Reluz Nordeste Indústria e Comércio Ltda.: located in Northeast of Brazil, this subsidiary manufactures and sells goods or products of the chemical solutions segment, mainly water treatment.
• MixMicro Indústria e Comércio de Produtos Químicos Ltda.: this company focuses on the soil nutrients market and was acquired in May 2008.
• PDQ Investments Ltd: an exempt Company incorporated in Bermuda on January 3, 2013, focuses on investments and financial transactions.
4 Cash and cash equivalents
Sept. 30, 2016 | Dec. 31, 2015 | |||
Cash | 26 | 23,364 | ||
Current accounts in banks (denominated in Brazilian Reais) | 23,375 | 2,803 | ||
Current accounts in banks (denominated in US Dollar) | 6,344 | 17,201 | ||
Current accounts in banks (denominated in GBP) | - | 299 | ||
Short term investments | 186,403 | 425,643 | ||
Total cash and cash equivalents | 216,148 | 469,310 |
The short-term investments are promptly convertible into a known amount of cash, and are subject to an insignificant risk of change in value, with remuneration varying between 99.5% to 106% of the CDI Interbank interest rate on September 30, 2016 and 99.5% to 101.2% of the CDI rate on December 31, 2015.
4.1 Marketable securities
Sept. 30, 2016 | Dec. 31, 2015 | |||
Investment funds (denominated in Brazilian Reais) | 4,342 | 3,413 | ||
Bonds (denominated in US Dollar) | — | 9,041 | ||
Short term investments (denominated in Brazilian Reais) | 20,981 | — | ||
Total marketable securities | 25,323 | 12,454 |
22
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Investments in securities are denominated in the currency as identified above, traded in the national and international market and measured at fair value through profit or loss.
The balance of multimarket investment funds on September 30, 2016 and December 31, 2015 is measured at fair value considering the profitability of shares on the record date.
Investments in bonds at December 31, 2015 included: a) Petroleos de Venezuela SA and b) Petrobras Global Finance BV denominated in foreign currencies are traded in the international market and measured at fair value through profit or loss. The maximum exposure to credit risk at the reporting date is the carrying value of the securities.
5 Trade accounts receivable, net
Sept. 30, 2016 | Dec. 31, 2015 | ||||||
Domestic | 317,817 | 237,249 | |||||
Related parties (see Note 18) | 148 | 56 | |||||
Foreign | 4,677 | 6,226 | |||||
322,642 | 243,531 | ||||||
Present value adjustment | (3,134 | ) | (2,059 | ) | |||
(-) Allowance for doubtful accounts | (24,811 | ) | (19,226 | ) | |||
Total trade accounts receivable | 294,697 | 222,246 | |||||
Trade accounts receivable, current | 284,135 | 222,246 | |||||
Trade accounts receivable, non-current | 10,562 | - |
The credit risk of trade accounts receivable comes from the possibility of the Company not receiving amounts arising from sales operations. To mitigate this risk, the Company adopts a detailed analysis of the financial position of customers, establishment of credit limits, and permanent monitoring of each receivable balance. The allowance for doubtful accounts has been calculated based on the analysis of risks of the receivables, including the history of losses, the individual situation of the customers, the situation of the economic group to which they belong, the real guarantees for the receivables, and the assessment of legal consultants, and is considered to be sufficient to cover any losses on the amounts receivable.
23
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
The breakdown of trade accounts receivable by due date is as follows:
Sept. 30, 2016 | Dec. 31, 2015 | |||||
Current | 253,480 | 191,360 | ||||
Past due: | 69,162 | 52,171 | ||||
Up to 30 days | 14,634 | 13,750 | ||||
31 to 60 days | 11,766 | 4,885 | ||||
61 to 90 days | 3,680 | 1,519 | ||||
91 to 120 days | 1,190 | 2,994 | ||||
121 to 180 days | 5,559 | 2,420 | ||||
181 to 360 days | 6,415 | 5,133 | ||||
Over 361 days | 25,918 | 21,470 | ||||
Total current and past due | 322,642 | 243,531 |
The balance of trade allowance for doubtful accounts is as follows:
Balance at December 31, 2015 | (19,226 | ) |
Bad debt expense | (6,839 | ) |
Write-offs | 1,254 | |
Balance at September 30, 2016 | (24,811 | ) |
6 Inventories, net
Sept. 30, 2016 | Dec. 31, 2015 | |||||
Finished goods | 111,166 | 73,270 | ||||
Work-in-progress | 37,584 | 39,197 | ||||
Raw materials | 56,117 | 51,835 | ||||
Consumption materials / internal stores | 7,646 | 5,613 | ||||
Packaging | 8,960 | 7,397 | ||||
Allowance for slow-moving or obsolescence | (9,878 | ) | (4,455 | ) | ||
Total inventories | 211,595 | 172,857 |
The following table shows the changes in the allowance for obsolescence and slow moving goods:
Balance at December 31, 2015 | (4,455 | ) | |
Utilization (1) | 1,272 | ||
Inventory write-downs | (6,695 | ) | |
Balance at September 30, 2016 | (9,878 | ) |
(1)The utilizations of provision were mainly due to the consumption of the provisioned inventories in the production during the last years.
24
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
The allowance for obsolescence and slow moving inventory is recognized:
(i) For 100% of items that have not had consumption in the last year, and;
(ii) For 100% for any excess in quantity of two years of inventory, considering the historical consumption data.
The allowance is reversed as and when the goods or products are consumed or sold.
7 Recoverable taxes
Sept. 30, 2016 | Dec. 31, 2015 | |||
ICMS (local state value added tax on sale and services) | 2,370 | 917 | ||
ICMS (local state value added tax on sale and services) – PP&E | 5,505 | 5,368 | ||
Contribution to Social Security – COFINS | 6,563 | 8,075 | ||
Social Integration Program – PIS | 1,532 | 1,923 | ||
Excise tax – IPI | 2,494 | 4,742 | ||
Income tax withheld at source – IRRF | 1,585 | 2,113 | ||
Others | 562 | 640 | ||
Total recoverable taxes | 20,611 | 23,778 | ||
Total recoverable taxes – Current | 11,721 | 14,904 | ||
Total recoverable taxes – Non-current | 8,890 | 8,874 |
25
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
8 Income tax - current and deferred
a.Reconciliation of effective tax rate:
Three-month period | Three-month period | Nine-month period | Nine-month period | |||||
Sept. 30, 2016 | Sept. 30, 2015 | Sept. 30, 2016 | Sept. 30, 2015 | |||||
Profit (loss) before income tax | 60,825 | (65,878 | ) | 57,476 | (139,589 | ) | ||
Nominal rates | 34 | % | 34 | % | 34 | % | 34 | % |
Income tax and social contribution tax expense at nominal rates | (20,681 | ) | 22,399 | (19,542 | ) | 47,460 | ||
Adjustment of taxes relating to: | ||||||||
Tax incentives (1) | 5,300 | (6 | ) | 5,557 | 33 | |||
Deferred income tax from prior year | (1,125 | ) | 6 | (1,305 | ) | (206 | ) | |
Current income tax from prior year | 183 | - | 99 | - | ||||
Permanent differences | 55 | (718 | ) | 203 | 514 | |||
Income tax in profit and loss account | (16,268 | ) | 21,681 | (14,988 | ) | 47,801 | ||
Current | (6,029 | ) | (337 | ) | (7,100 | ) | (846 | ) |
Deferred | (10,239 | ) | 22,018 | (7,888 | ) | 48,647 | ||
Effective rate | 27 | % | 33 | % | 26 | % | 34 | % |
(1)See more details regarding the tax incentives in Note 25.
The differences between the accounting and tax bases of assets and liabilities were recognized as temporary differences for the purposes of accounting for deferred income tax, fully recognized in the statement of income.
26
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
b.Deferred income tax assets
Following the breakdown of the deferred income tax assets:
Sept. 30, 2016 | Dec. 31, 2015 | |||
Income tax and social contribution assets | ||||
Tax loss carry-forwards – Income tax | 53,210 | 57,737 | ||
Temporary differences: | ||||
Provision for obsolescence and slow moving inventories | 3,359 | 1,515 | ||
Provision for allowance for doubtful accounts | 7,665 | 5,324 | ||
Provision for contingencies | 2,675 | 3,261 | ||
Provision for variable remuneration | 1,253 | 624 | ||
Present value adjustment effect | 763 | 252 | ||
Other current financial liabilities/(assets) | 28,869 | (1,763 | ) | |
Foreign exchange variation | 5,824 | 48,440 | ||
Other temporary differences | 12,253 | 7,485 | ||
Hedge accounting | 211 | - | ||
Total income tax contribution tax - assets | 116,082 | 122,875 | ||
Asset valuation adjustment (PP&E deemed cost) | (28,324 | ) | (28,926 | ) |
Goodwill tax amortization | (9,750 | ) | (9,750 | ) |
Total income tax contribution tax - liabilities | (38,074 | ) | (38,676 | ) |
Total deferred income tax asset from tax loss carry-forwards and temporary differences | 78,008 | 84,199 | ||
Details by Companies | ||||
Produquímica | 74,924 | 80,810 | ||
Reluz Química | 340 | 328 | ||
Reluz Nordeste | 2,744 | 3,061 | ||
194,090 | 207,074 |
27
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
c.Deferred income tax liabilities
Sept. 30, 2016 | Dec. 31, 2015 | |||
Income tax and social contribution liabilities | ||||
Tax loss carry forward – Income tax | - | (813 | ) | |
Temporary differences: | ||||
Provision for allowance for doubtful accounts | (25 | ) | (25 | ) |
Provision for contingencies | (23 | ) | (23 | ) |
Present value adjustment effect | (97 | ) | (44 | ) |
Total income tax and social contribution - assets | (145 | ) | (905 | ) |
Asset valuation adjustment (PP&E deemed cost) | 4,744 | 4,800 | ||
Difference between tax and accounting depreciation rates | 108 | 86 | ||
Goodwill tax amortization | 6,405 | 5,792 | ||
Total income tax and social contribution - liabilities | 11,257 | 10,678 | ||
Total income tax and social contribution, net | 11,112 | 9,773 | ||
Details by Companies | ||||
Mix Micro | 11,112 | 9,773 |
Tax losses carry-forwards are supported by projections of taxable income based on technical feasibility studies, prepared by management and submitted annually to the Board of Directors.
These studies take into account the profitability history of the Company and its subsidiaries and the outlook for the level of profitability being maintained in the future, making it possible to estimate recovery of the credits in a period not exceeding five years.
9 Investments
The composition of investments at September 30, 2016 and December 31, 2015 is a follows:
September 30, 2016 | |||||||||
Ownership % | Stockholders’ equity | Investment ownership | Net profit | Equity accounting gain | |||||
Fermavi Eletroquímica Ltda. | 50 | 40,517 | 20,259 | 6,106 | 3,053 |
December 31, 2015 | |||||||||
Ownership % | Stockholders’ equity | Investment ownership | Net profit | Equity accounting gain | |||||
Fermavi Eletroquímica Ltda. | 50 | 34,411 | 17,206 | 11,526 | 5,763 |
28
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
10 Property, plant and equipment, net
September 30, 2016 | ||||||
Cost | Accumulated Depreciation | Net Value | ||||
Land | 70,171 | - | 70,171 | |||
Buildings and facilities | 285,716 | (83,791 | ) | 201,925 | ||
Machinery and equipment | 203,731 | (105,303 | ) | 98,428 | ||
Furniture and fixtures | 3,503 | (1,949 | ) | 1,554 | ||
Vehicles | 2,156 | (1,676 | ) | 480 | ||
Computers | 3,724 | (2,637 | ) | 1,087 | ||
Construction in progress | 47,465 | - | 47,465 | |||
Others | 1,895 | (397 | ) | 1,498 | ||
Supplier advances | 192 | - | 192 | |||
Total | 618,553 | (195,753 | ) | 422,800 |
December 31, 2015 | ||||||
Cost | Accumulated Depreciation | Net Value | ||||
Land | 70,171 | - | 70,171 | |||
Buildings and facilities | 278,901 | (70,109 | ) | 208,792 | ||
Machinery and equipment | 191,982 | (93,893 | ) | 98,089 | ||
Furniture and fixtures | 3,301 | (1,743 | ) | 1,558 | ||
Vehicles | 2,156 | (1,411 | ) | 745 | ||
Computers | 2,832 | (2,264 | ) | 568 | ||
Construction in progress | 26,130 | - | 26,130 | |||
Others | 1,383 | (289 | ) | 1,094 | ||
Supplier advances | 267 | - | 267 | |||
Total | 577,123 | (169,709 | ) | 407,414 |
29
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Summary of movement in PP&E from December 31, 2015 to September 30, 2016
Cost: | Dec. 31, 2015 | Additions | Finance Leasing(a) | Exchange rate | Transfers | Disposals and sales | Sept. 30, 2016 | |||||||
Land | 70,171 | - | - | - | - | - | 70,171 | |||||||
Buildings and facilities | 278,901 | - | - | - | 7,905 | (1,090 | ) | 285,716 | ||||||
Machinery and equipment | 191,982 | - | - | - | 12,622 | (873 | ) | 203,731 | ||||||
Furniture and fixtures | 3,301 | - | - | - | 242 | (40 | ) | 3,503 | ||||||
Vehicles | 2,156 | - | - | - | - | - | 2,156 | |||||||
Computers | 2,832 | - | 867 | - | 50 | (25 | ) | 3,724 | ||||||
Construction in progress (1) | 26,130 | 42,522 | - | - | (21,187 | ) | - | 47,465 | ||||||
Others | 1,383 | 118 | - | - | 512 | (118 | ) | 1,895 | ||||||
Supplier advances | 267 | 190 | - | 4 | (269 | ) | - | 192 | ||||||
Total | 577,123 | 42,830 | 867 | 4 | (125 | ) | (2,146 | ) | 618,553 |
Depreciation: | Dec. 31, 2015 | Depreciation | Disposals and sales | Sept. 30, 2016 | ||||
Buildings and facilities | (70,109 | ) | (14,772 | ) | 1,090 | (83,791 | ) | |
Machinery and equipment | (93,893 | ) | (12,267 | ) | 857 | (105,303 | ) | |
Furniture and fixtures | (1,743 | ) | (239 | ) | 33 | (1,949 | ) | |
Vehicles | (1,411 | ) | (265 | ) | - | (1,676 | ) | |
Computers | (2,264 | ) | (398 | ) | 25 | (2,637 | ) | |
Others | (289 | ) | (108 | ) | - | (397 | ) | |
Total | (169,709 | ) | (28,049 | ) | 2,005 | (195,753 | ) |
(1)Major investments in progress in Mauá, Suzano I, Suzano II and Jacareí II units.
• The depreciation and amortization are allocated to the production cost, selling expenses and administrative expenses according to the allocation of the assets and their respective use.
• Capitalization of interest and financial charges: The Company adopts capitalization of interest and financing charges incurred in its projects, calculated by the CDI + 1.5% spread, complying with the revised version of CPC 20. The amount of borrowing costs capitalized during the period ended September 30, 2016 was R$ 252 and was R$ 561 for the period ended September 30, 2015.
a. The Company has signed a finance lease contract with Daycoval Leasing - Banco Multiplo S/A in the amount of R$ 865. The lease contract term is for 2 years.
30
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
11 Intangible assets, net
September 30, 2016 | ||||||
Cost | Accumulated Amortization | Net Value | ||||
Goodwill – Igarassu | 26,779 | - | 26,779 | |||
Goodwill – MixMicro | 19,238 | - | 19,238 | |||
Software and software use licenses | 9,980 | (7,346 | ) | 2,634 | ||
Other intangible assets | 425 | - | 425 | |||
Total | 56,422 | (7,346 | ) | 49,076 |
December 31, 2015 | ||||||
Cost | Accumulated Amortization | Net Value | ||||
Goodwill - Igarassu | 26,779 | - | 26,779 | |||
Goodwill - MixMicro | 19,238 | - | 19,238 | |||
Software and software use licenses | 9,854 | (6,293 | ) | 3,561 | ||
Other intangible assets | 258 | - | 258 | |||
Total | 56,129 | (6,293 | ) | 49,836 |
Summary of movement in intangible assets and goodwill from December 31, 2015 to September 30, 2016
Cost: | Dec. 31, 2015 | Additions | Transfers | Written off | Sept. 30, 2016 | |||||
Goodwill – Igarassu | 26,779 | - | - | 26,779 | ||||||
Goodwill – MixMicro | 19,238 | - | - | 19,238 | ||||||
Software and software use licenses | 9,854 | - | 128 | (2 | ) | 9,980 | ||||
Other intangible assets | 258 | 170 | (3 | ) | - | 425 | ||||
Total | 56,129 | 170 | 125 | (2 | ) | 56,422 |
Amortization: | Dec. 31, 2015 | Additions | Written off | Sept. 30, 2016 | ||||
Software and software use licenses | (6,293 | ) | (1,055 | ) | 2 | (7,346 | ) | |
Total | (6,293 | ) | (1,055 | ) | 2 | (7,346 | ) |
31
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
The following average annual rates and useful life are used for calculation of amortization:
Intangible assets | % average annual amortization | Useful life | ||||
Software and software use licenses | 20.49 | % | 3 to 7 years |
a.Impairment test of goodwill and intangibles assets
The Company calculated on December 31, 2015 the recoverable amount of goodwill arising from past acquisitions to determine whether there were changes in the value of these assets arising from events or changes in the economic, operating and technological circumstances that might indicate impairment for all Cash Generating Units (“CGU”). The Company’s goodwill is allocated in the CGU’s of Igarassu and Maua plants.
The Company assesses annually whether there are indications of impairment in its long lived assets. If these indicators are identified, the Company estimates the recoverable amount of the assets. The recoverable amount of an asset or a group of assets is the greater of: (a) the fair value less estimated costs to sell it, and (b) its value in use. Value in use is the discounted cash flow (before taxes) from the continued use of the assets until the end of its useful life.
Tests for impairment are made at least once a year for goodwill and intangible assets with indefinite useful lives, regardless of the existence of indicators of loss of value.
The process of determination of the value in use involves the use of assumptions, judgments and estimates on cash flows, such as rates of growth of revenues, costs and expenses, estimates of future investments/capital expenditure and working capital, and discount rates. The assumptions on growth forecasts, cash flows, and future cash flows are based on the Company’s business plan, approved by management, and also on comparable market data, and represent management’s best estimate of the economic conditions that will exist during the economic life of the various cash-generating units, a group of assets that generate cash flows.
Future cash flows were discounted based on the rate representing the cost of capital. The estimated future cash flows were discounted at a discount rate of 17.6% per year, for each cash-generating unit analyzed.
In a manner consistent with the economic valuation techniques, the assessment of value in use is made for a period of five years, after which perpetuity of the assumptions is assumed, in view of the capacity for continuity of the business activities for an indeterminate period.
The principal assumptions used in the estimate of value in use are:
• Revenues - Revenues were projected between 2016 and 2020 in according to the National Consumer Price Index, or IPCA (Índice Nacional de Preços ao Consumidor Amplo).
• Cost operating and expenses - Were projected in line with the Company’s historic performance, and in line with the historic growth of revenues.
• Capital investments - The capital expenditure was estimated taking into account the need for investments to sustain the projected growth of revenues specifically for each cash-generating unit, in accordance with the Company’s strategic plan.
32
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
The key assumptions were based on the Company’s historic performance and on macroeconomic assumptions that are reasonable and grounded on projections of the financial market, and approved by the Company’s management.
The test of impairment of the Company’s intangible assets, held annually, did not result in a need to recognize any loss in the year ended December 31, 2015, since the estimated market value is higher than the net book value on the date of the valuation.
12 Suppliers
Sept. 30, 2016 | Dec. 31, 2015 | ||||||
Domestic | 44,940 | 51,957 | |||||
Foreign | 32,481 | 48,588 | |||||
Related parties (see Note 18) | 1,425 | 2,794 | |||||
78,846 | 103,339 | ||||||
Adjustment to present value | (607 | ) | (1,191 | ) | |||
Total | 78,239 | 102,148 |
The balance of foreign suppliers refers mostly to amounts denominated in US dollars.
12(a) Assignment of credit by suppliers
Sept. 30, 2016 | Dec. 31, 2015 | |||
Domestic | 8,287 | 8,820 | ||
Total | 8,287 | 8,820 |
Some vendors have the option to assign the Company's accounts payable, without recourse to financial institutions. In this situation, the supplier may have a reduction of their costs, as the financial institution takes into account the buyer's credit risk.
The discount rate for our national suppliers with financial institutions was 1.51% p.m. on September 30, 2016 and 1.42% p.m. on December 31, 2015.
33
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
13 Loans and financing
Details | Annual financing cost | Maturities | Sept.30, 2016 | Dec.31, 2015 | ||
Denominated in BRL | 228,012 | 99,740 | ||||
Export Financing | 100% CDI + 2.98% to 3.06% p.a., 116% to 122% CDI and 13.86% p.a. | 10/03/16 to 12/07/17 | 149,741 | 67,751 | ||
Financing of Machinery and Equipment | 3% to 8% p.a. | 10/15/16 to 04/15/20 | 10,754 | 15,197 | ||
Finep | 4% p.a. | 11/15/17 to 11/15/23 | 24,844 | 12,952 | ||
Costumers financing | 8.75% p.a. and 119% CDI | 10/30/16 to 04/10/17 | 43,595 | 4,377 | ||
Financings fees | (922 | ) | (537 | ) | ||
Denominated in US Dollars | 405,994 | 454,646 | ||||
Export Financing | Libor + 1.65% p.a. to 4.15% p.a. | 10/20/16 to 10/02/17 | 135,884 | 229,771 | ||
Working Capital | Libor + 3% p.a. and 2.3 to 3.548% p.a. | 10/03/16 to 11/22/17 | 271,516 | 228,608 | ||
Financings fees | (1,406 | ) | (3,733 | ) | ||
Total | 634,006 | 554,386 | ||||
Total current liabilities | 435,045 | 275,748 | ||||
Total non-current liabilities | 198,961 | 278,638 |
The timetable for paying the non-current portion of the loans and financing at September 30, 2016 is the following:
10/01/2017 to 09/30/2018 | 169,119 | |
10/01/2018 to 09/30/2019 | 7,424 | |
10/01/2019 to 09/30/2020 | 6,832 | |
10/01/2020 to 09/30/2021 | 3,974 | |
10/01/2021 to 11/15/2023 | 11,612 | |
Total | 198,961 |
a.Guarantees
(i) The loans are guaranteed by surety from shareholders.
b.Covenants
The Company must comply with certain debt covenants, calculated based on the annual financial statements, as follows:
(i) Consolidated net debt limited to 2.0 times shareholders’ equity.
(ii) Consolidated net debt limited to 3.5 times annual Ebitda.
34
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Ebitda: Net income plus income taxes, financial result and depreciation and amortization.
At December 31, 2015 the Company was in compliance with all contract covenants.
14 Debentures
On January 7, 2016, the Company made a settlement of 100 % of all issued debentures
Details | Annual financing cost | Maturities | December 31, 2015 | |
Debentures | 123% to 125% CDI | 10/30/15 to 10/30/18 | 329,414 | |
(-) Financings fees | (1,918 | ) | ||
Total debentures | 327,496 | |||
Total current liabilities | 137,808 | |||
Total non-current liabilities | 189,688 |
(i) Series: Single
• Class and Convertibility: not convertible into shares issued by the Company.
• Main: R$ 95,000.
• Type: unsecured
• Issue Date: May 26, 2014
• Term and Maturity: forty (48) months, thus maturing on May 28, 2018;
• Remuneration: daily average rate of one-day DI - Interbank Deposits, known as “over extra group,” expressed as annual percentage, based on a year of 252 days, calculated and disclosed by CETIP - Clearing House for the Custody and Financial Settlement of Securities, plus an annual spread of 23% applied on the DI rate of the principal or 123% of CDI, due semi-annually as of the issue date, in April and October of each year;
• Amortization: to be amortized over seven (7) semi-annual installments in the months of May and November, according to the table below:
Amortization date | Amortization proportion of debenture | |
May 26, 2015 | 14.28 | % |
November 26, 2015 | 14.28 | % |
May 26, 2016 | 14.28 | % |
November 26, 2016 | 14.28 | % |
May 26, 2017 | 14.28 | % |
November 26, 2017 | 14.28 | % |
May 26, 2018 | Unitary nominal value |
35
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
• Guarantee: Guarantee of the shareholders.
• Optional Early Redemption: at any time from the date of issue, the Company may fully redeem the debentures in advance by paying (i) the Face Unit Value plus Remuneration, calculated on a “pro rata temporis” basis, as of the issue date or the last date of payment of the Remuneration, where applicable, until the date of its effective payment; and (ii) reimbursement of a premium according to the table below:
Period | % of premium | |
From 05/26/2014 to 05/25/2015 | 1.00 | % |
From 05/26/2015 to 05/25/2016 | 0.80 | % |
From 05/26/2016 to 05/25/2017 | 0.60 | % |
From 05/26/2017 to 05/25/2018 | 0.35 | % |
(ii) Series: Single
• Class and Convertibility: not convertible into shares issued by the Company.
• Main: R$ 150,000.
• Type: unsecured
• Issue Date: October 30, 2013
• Term and Maturity: sixty (60) months, thus maturing on October 30, 2018;
• Remuneration: daily average rate of one-day DI - Interbank Deposits, known as “over extra group,” expressed as annual percentage, based on a year of 252 days, calculated and disclosed by CETIP - Clearing House for the Custody and Financial Settlement of Securities, plus an annual spread of 23% applied on the DI rate of the principal or 123% of CDI, due semi-annually as of the issue date, in April and October of each year;
• Amortization: to be amortized in three (3) annual installments: October 30, 2016, October 30, 2017, and October 30, 2018. On each amortization payment date, 5,000 debentures will be paid.
• Guarantee: Guarantee of the shareholders.
• Optional Early Redemption: as of the 24th month after the issue date, the Company may fully redeem the debentures in advance by paying (i) the Face Unit Value plus Remuneration, calculated on a “pro rata temporis” basis, as of the issue date or the last date of payment of the Remuneration, where applicable, until the date of its effective payment; and (ii) reimbursement of a premium according to the table below:
Period | % of premium | |
From 11/01/2015 to 10/30/2016 | 1.00 | % |
From 11/01/2016 to 10/30/2017 | 0.60 | % |
From 11/01/2017 to 10/30/2018 | 0.35 | % |
(iii) Series: Single
36
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
• Class and Convertibility: not convertible into shares issued by the Company.
• Main: R$ 150,000.
• Type: unsecured
• Issue Date: August 15, 2012
• Term and Maturity: sixty (60) months, thus maturing on August 15, 2017;
• Remuneration: daily average rate of one-day DI - Interbank Deposits, known as “over extra group,” expressed as annual percentage, based on a year of 252 days, calculated and disclosed by CETIP - Clearing House for the Custody and Financial Settlement of Securities, plus an annual spread of 25% applied on the DI rate of the principal or 125% of CDI, due semi-annually as of the issue date, in February and August of each year;
• Amortization: to be amortized in three (3) annual installments: August 15, 2015, August 15, 2016, and August 15, 2017. On each amortization payment date, 5,000 debentures will be paid.
• Guarantee: Guarantee of the shareholders.
• Optional Early Redemption: as of the 24th month after the issue date, the Company may fully redeem the debentures in advance by paying (i) the Face Unit Value plus Remuneration, calculated on a “pro rata temporis” basis, as of the issue date or the last date of payment of the Remuneration, where applicable, until the date of its effective payment; and (ii) reimbursement of a premium according to the table below:
Period | % of premium | |
From 08/16/2014 to 08/15/2015 | 1.20 | % |
From 08/16/2015 to 08/15/2016 | 0.75 | % |
From 08/16/2016 to 08/15/2017 | 0.40 | % |
15 Financial instruments
a.General considerations
The Company maintains transactions with financial instruments, the risks of which are administered through strategies of financial positions and systems for control of limits of exposure to them. All the transactions are fully recognized in the accounts, and are restricted to the instruments listed below:
• Cash and cash equivalents: Presented with comments in Note 4.
• Marketable securities: Presented with comments in Note 4.1.
• Trade accounts receivable: Presented with comments in Note 5.
• Loans and financing: Presented with comments in Note 13.
• Debentures: Presented with comments in Note 14.
37
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
b.Risk factors that could affect the Company’s business:
Merchandise price risk
This risk is related to the possibility of variations in the price of the goods or products that the Company sells or in the price of the raw materials and other inputs used in the production process.
Due to operating also with commodities, the Company’s net sales revenues and cost of goods or products sold might be affected by changes in international prices of the commodities in which the Company operates. To minimize this risk, the Company monitors variations in prices in the Brazilian and international markets.
The effect of the variation in merchandise prices is directly related to market variations. These are analyzed also taking into account variation in the foreign exchange rate.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash, cash equivalents or other financial assets. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company uses activity-based costing to cost its products and services, which assists it in monitoring cash flow requirements and optimizing its cash return on investments.
The following are the contractual maturities, including the contractual interest obligations, of financial liabilities:
September 30, 2016 | ||||||||||||
Non derivative financial liabilities | Carrying | Contractual | 1 - 12 | 1 - 2 | 2 - 4 | More than | ||||||
value | cash flow | months | years | years | 4 years | |||||||
Suppliers | 78,239 | 78,239 | 78,239 | - | - | - | ||||||
Assignment of credit by suppliers | 8,287 | 8,287 | 8,287 | - | - | - | ||||||
Loans and financing | 634,006 | 712,053 | 485,953 | 200,780 | 11,574 | 13,746 | ||||||
Obligations under finance leases | 21,863 | 35,501 | 3,131 | 3,023 | 5,650 | 23,697 | ||||||
Other accounts payable | 25,100 | 25,100 | 24,720 | - | - | 380 | ||||||
Total | 767,495 | 859,180 | 600,330 | 203,803 | 17,224 | 37,823 | ||||||
Derivative financial liabilities | ||||||||||||
SWAP | 85,529 | 124,605 | 89,437 | 35,168 | - | - | ||||||
Total | 85,529 | 124,605 | 89,437 | 35,168 | - | - |
Interest rate risk
This risk arises from the possibility of the Company suffering losses (or making gains) due to variations in the interest rates that are applied to its liabilities, and to funds raised from, or invested in, the market. To minimize possible effects of variations in interest rates, the Company adopts a policy of diversification, alternating, in the contracts that it makes, between fixed and variable rates (such as Libor and the CDI), with periodic renegotiation of its contracts, to adapt them to the market.
38
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Effect on the consolidated financial statements of September 30, 2016 | |||||||
Description | Risk | Probable scenario 10% | Possible scenario 25% | Remote scenario 50% | |||
Loans and financing | Change in interest rate CDI | 2,605 | 6,513 | 13,026 | |||
Loans and financing | Change in interest rate Libor | 160 | 400 | 801 | |||
Cash and cash equivalents | Change in interest rate CDI | (2,891 | ) | (7,228 | ) | (14,456 | ) |
Total | (126 | ) | (315 | ) | (629 | ) |
Exchange rate risk
This risk relates to the possibility of changes in foreign exchange rates affecting the financial expense (or revenue) and the liability (or asset) balance of contracts that have a foreign currency as index, apart from trade accounts receivable from sale of goods and products exported from Brazil, as one mean of protection against adverse foreign exchange variations.
Effect on the consolidated financial statements of September 30, 2016 | |||||||
Description | Risk | Probable scenario 10% | Possible scenario 25% | Remote scenario 50% | |||
Cash and cash equivalents | Change in exchange rate | (416 | ) | (1,039 | ) | (2,079 | ) |
Prepayments | Change in exchange rate | (514 | ) | (1,285 | ) | (2,571 | ) |
Trade accounts receivable | Change in exchange rate | (468 | ) | (1,169 | ) | (2,339 | ) |
Loans - related parties | Change in exchange rate | (52,467 | ) | (131,168 | ) | (262,336 | ) |
Loans and financing | Change in exchange rate | 40,658 | 101,644 | 203,288 | |||
Trade accounts payable | Change in exchange rate | 3,248 | 8,120 | 16,241 | |||
Commissions payable | Change in exchange rate | 208 | 519 | 1,039 | |||
Advances from customers | Change in exchange rate | 13 | 34 | 67 | |||
Total | (9,738 | ) | (24,344 | ) | (48,690 | ) |
Credit risk
This arises from the possibility of the Company not receiving amounts arising from sales, or credits held with financial institutions generated by financial investment transactions. To attenuate this risk the Company adopts as a practice detailed analysis of the financial position of its customers, establishment of a credit limit and permanent monitoring of their debt balances, and also requires guarantees, principally promissory notes (for customers which the Company assesses as being of greater risk). In relation to financial investments, the Company only makes investments in institutions with low credit risk as assessed by rating agencies.
Further, it allocates a maximum limit for the financial investment balance to each institution, which is decided by the Credit Committee.
The Company believes that its accounting policy of making allowance for doubtful accounts and its procedures for management of risk described above adequately cover its credit risk.
39
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Sept. 30, 2016 | Dec. 31, 2015 | ||||||
Cash and cash equivalents | 216,148 | 469,310 | |||||
Marketable securities | 25,323 | 12,454 | |||||
Trade accounts receivable | 322,642 | 243,531 | |||||
Accounts receivable - related parties | 1,067 | 98 | |||||
Other accounts receivable | 949 | 500 | |||||
Dividends receivable | - | 7,000 | |||||
Total | 566,129 | 732,893 | |||||
Receivables due date: | |||||||
Sept, 30. 2016 | Dec. 31, 2015 | ||||||
Current | 255,496 | 198,958 | |||||
Overdue - See Note 5 | 69,162 | 52,171 | |||||
Total | 324,658 | 251,129 |
Capital management risk
This risk is linked to the Company’s choice of its financing structure for its transactions - i.e. the ratio between financial debt and own capital, being shareholders’ equity, retained earnings and profit reserves - based on internal policies and benchmarks. The Key Performance Indicators (KPIs) include WACC (weighted average cost of capital), Net debt/Ebitda, the ratio of net debt to shareholders’ equity. Total debt comprises short and long term debt. The Company may change its capital structure, in accordance with economic/financial conditions, aiming to optimize its financial leverage and its debt management. At the same time, the Company seeks to improve its return on capital employed (ROCE) through implementation of a management of working capital and an efficient program of investments in property, plant and equipment.
40
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Accounting classifications
Carrying amount x fair values
Set out below is a comparison of the carrying amounts and fair value of the Company's financial instruments of the interim financial statements.
September 30, 2016 | ||||||||||
Fair value through profit or loss | Loans and receivable | Liabilities at amortized cost | Total carrying amount | Total fair value | ||||||
Ativos financeiros | ||||||||||
Cash and cash equivalents | 186,403 | 29,745 | - | 216,148 | 216,148 | |||||
Marketable securities | 25,323 | - | - | 25,323 | 25,323 | |||||
Trade accounts receivable | - | 294,697 | - | 294,697 | 294,697 | |||||
Accounts receivable - related parties | - | 1,067 | - | 1,067 | 1,067 | |||||
Other accounts receivable | - | 949 | - | 949 | 949 | |||||
Total | 211,726 | 326,458 | - | 538,184 | 538,184 | |||||
Financial liabilities | ||||||||||
Loans and financing | - | - | 634,006 | 634,006 | 634,006 | |||||
Suppliers | - | - | 78,239 | 78,239 | 78,239 | |||||
Assignment of credits by Suppliers | - | - | 8,287 | 8,287 | 8,287 | |||||
Advances from customers | - | - | 8,572 | 8,572 | 8,572 | |||||
Other accounts payable | - | - | 25,100 | 25,100 | 25,100 | |||||
Derivatives | 85,529 | - | - | 85,529 | 85,529 | |||||
Total | 85,529 | - | 754,204 | 839,733 | 839,733 |
41
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
December 31, 2015 | ||||||||||
Fair value through profit or loss | Loans and receivable | Liabilities at amortized cost | Total carrying amount | Total fair value | ||||||
Financial assets | ||||||||||
Cash and cash equivalents | 425,643 | 43,667 | - | 469,310 | 469,310 | |||||
Marketable securities | 12,454 | - | - | 12,454 | 12,454 | |||||
Trade accounts receivable | - | 222,246 | - | 222,246 | 222,246 | |||||
Other accounts receivable - related parties | - | 98 | - | 98 | 98 | |||||
Other accounts receivable | - | 500 | - | 500 | 500 | |||||
Dividends receivable | - | 7,000 | - | 7,000 | 7,000 | |||||
Derivatives | 5,185 | - | - | 5,185 | 5,185 | |||||
Total | 443,282 | 273,511 | - | 716,793 | 716,793 | |||||
Financial liabilities | ||||||||||
Loans and financing | - | - | 554,386 | 554,386 | 554,386 | |||||
Debentures | - | - | 327,496 | 327,496 | 327,496 | |||||
Suppliers | - | - | 102,148 | 102,148 | 102,148 | |||||
Assignment of credits by Suppliers | - | - | 8,820 | 8,820 | 8,820 | |||||
Advances from customers | - | - | 1,831 | 1,831 | 1,831 | |||||
Other accounts payable | - | - | 34,807 | 34,807 | 34,807 | |||||
Total | - | - | 1,029,488 | 1,029,488 | 1,029,488 |
Derivatives
Gains or losses resulting from the changes in fair value are recognized in the financial result, except when the derivative is qualified and designated for hedge accounting.
The Company adopts the cash flow hedge for operations related to loans and borrowings. The hedge instruments are accounted at fair value and the hedge object at curve value. The variation between the curve value of the hedge instrument and fair value considered in shareholders’ equity, so that both the hedge instruments and the objects of hedge impact the profit or loss by the curve value. If the hedge instrument does not comply with the hedge accounting criteria, expire or get sold, terminated, carried out, or has its designation revoked, then the hedge accounting is prospectively discontinued and the deferred hedge accounting adjustment in shareholders’ equity is recognized in the profit or loss.
42
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
As at September 30, 2016 and December 31, 2015, the cash flows hedge operations of loans and borrowings are shown as it follows:
September 30, 2016 | |||||||||||
Description | Original index/ rate | SWAP/ Term | Maturity date | Notional | Fair value Level 2 | Gain/(loss) | Gain/(loss) | ||||
Derivatives not designated as Hedge | |||||||||||
SWAP | Libor+ 4.15% p.a. | 6.01% p.a. | July 2017 | 12,515 | (59 | ) | (277 | ) | - | ||
SWAP | Libor + 4% p.a. | 5.86% p.a. | July 2017 | 4,825 | (23 | ) | (107 | ) | - | ||
SWAP | Libor + 4% p.a. | 5.86% p.a. | July 2017 | 9,071 | (43 | ) | (201 | ) | - | ||
SWAP | Libor + 3.5% p.a. | 5.36% p.a. | July 2017 | 4,866 | (23 | ) | (108 | ) | - | ||
31,277 | (148 | ) | (693 | ) | - | ||||||
Derivatives designated as Hedge | |||||||||||
SWAP | 123.26% CDI | 6.22% p.a. | February 2017 | 44,542 | (12,748 | ) | (13,063 | ) | (208 | ) | |
SWAP | 100% CDI | 2.25% p.a. | July 2017 | 4,825 | (997 | ) | (1,805 | ) | (9 | ) | |
SWAP | 100% CDI | 2.80% p.a. | July 2017 | 9,071 | (1,874 | ) | (3,393 | ) | (17 | ) | |
SWAP | 100% CDI | 2.80% p.a. | July 2017 | 4,866 | (1,003 | ) | (1,816 | ) | (11 | ) | |
SWAP | 95.5% CDI | 1.65% p.a. | October 2017 | 55,869 | (13,181 | ) | (15,592 | ) | (496 | ) | |
SWAP | 110.7% CDI | 2.84% p.a. | April 2016 | 12,486 | (2,595 | ) | (4,695 | ) | (20 | ) | |
SWAP | 100% + 2.1% | 4.15% p.a. | July 2017 | 3,941 | (1,123 | ) | (2,310 | ) | (9 | ) | |
SWAP | 118.5% CDI | 4.73% p.a. | October 2016 | 18,701 | (2,690 | ) | (2,688 | ) | 2 | ||
SWAP | 113.3% CDI | 4.15% p.a. | September 2017 | 48,810 | (9,484 | ) | (14,225 | ) | (64 | ) | |
SWAP | 119% CDI | 4.17% p.a. | November 2016 | 18,509 | (2,844 | ) | (2,832 | ) | 8 | ||
SWAP | 119.5% CDI | 3.64% p.a. | November 2017 | 73,415 | (11,955 | ) | (11,068 | ) | 585 | ||
SWAP | 115% CDI | 3.06% p.a. | August 2017 | 65,200 | (17,460 | ) | (22,236 | ) | 427 | ||
SWAP | 118.5% CDI | 3.82% p.a. | September 2017 | 48,693 | (7,427 | ) | (10,805 | ) | 221 | ||
408,928 | (85,381 | ) | (106,528 | ) | 409 | ||||||
Total | 440,205 | (85,529 | ) | (107,221 | ) | 409 |
December 31, 2015 | |||||||||
Description | Original index/ rate | SWAP/ Term | Maturity date | Notional | Fair value Level 2 | Gain/(loss) | |||
SWAP | Libor+ 4.15% p.a. | 6.01% p.a. | July 2017 | 26,345 | (246 | ) | (246 | ) | |
SWAP | Libor + 4% p.a. | 5.86% p.a. | July 2017 | 10,157 | (95 | ) | (95 | ) | |
SWAP | Libor + 4% p.a. | 5.86% p.a. | July 2017 | 19,094 | (178 | ) | (178 | ) | |
SWAP | Libor + 3.5% p.a. | 5.36% p.a. | July 2017 | 10,244 | (96 | ) | (96 | ) | |
SWAP | 118% CDI | 1.63% p.a. | April 2016 | 20,654 | (170 | ) | (170 | ) | |
SWAP | 123.26% CDI | 6.22% p.a. | February 2017 | 50,980 | 449 | 449 | |||
SWAP | 100% CDI | 2.25% p.a. | July 2017 | 8,486 | 201 | 201 | |||
SWAP | 100% CDI | 2.80% p.a. | July 2017 | 15,954 | 379 | 379 | |||
SWAP | 100% CDI | 2.80% p.a. | July 2017 | 8,567 | 203 | 203 | |||
SWAP | 95.5% CDI | 1.65% p.a. | October 2017 | 66,092 | 890 | 890 | |||
SWAP | 110.7% CDI | 2.84% p.a. | Abril 2016 | 56,232 | 1,354 | 1,354 | |||
SWAP | 100% + 2.1% | 4.15% p.a. | July 2017 | 22,193 | 466 | 466 | |||
SWAP | 97.8% CDI | 1.55% p.a. | April 2016 | 88,885 | 2,069 | 2,069 | |||
SWAP | 113.3% CDI | 4.15% p.a. | September 2017 | 60,705 | (221 | ) | (221 | ) | |
Currency forward | - | USD | January 2016 | 9,372 | 180 | 180 | |||
473,960 | 5,185 | 5,185 |
43
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
The movement of the outstanding and settled contracts for the nine-month period ended September 30, 2016 and September 30, 2015 are demonstrated in the note 26.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
• Cash and cash equivalents, marketable securities, trade accounts receivable from customers, suppliers and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
• Long-term fixed-rate and variable-rate receivables / loans are evaluated by the Company based on parameters such as interest rates, specific country risk factors and individual creditworthiness of the customer and the risk characteristics of the financed project. Based on this evaluation, allowances are taken to account for the expected losses of these receivables. As at September 30, 2016, the carrying amounts of such receivables, net of allowances, are not materially different from their calculated fair values.
• The Company enters into derivative financial instruments with various counterparties, mainly financial institutions with investment grade credit ratings.
Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward contracts and commodity forward contracts. The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying commodity.
As at September 30, 2016, the fair value of derivative asset positions is net of a credit valuation adjustment attributable to derivative counterparty default risk.
Fair value hierarchy
The Company uses the following hierarchy for determining the fair value of financial instruments by valuation technique:
• Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities;
• Level 2: Other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly;
• Level 3: Techniques that use inputs that have a significant effect on the recorded fair value, and which are not based on observable market data.
During the nine-month reporting period ended September 30, 2016 and the year ended December 31, 2015, there were no changes in Level l and Level 2 fair value measurements.
44
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
As at September 30, 2016, the Company held the following financial instruments measured at fair value:
Sept. 30, 2016 | Level 2 | Dec. 31, 2015 | Level 2 | ||||||
Financial assets | |||||||||
Short term investments | 186,403 | 186,403 | 425,643 | 425,643 | |||||
Marketable securities | 25,323 | 25,323 | 12,454 | 12,454 | |||||
Derivatives | - | - | 5,185 | 5,185 | |||||
Total | 211,726 | 211,726 | 443,282 | 443,282 | |||||
Financial liabilities | |||||||||
Derivatives | 85,529 | 85,529 | - | - | |||||
Total | 85,529 | 85,529 | - | - |
16 Taxes and social contributions payable
Sept. 30, 2016 | Dec. 31, 2015 | ||||||
ICMS (local state value added tax) | 6,872 | 4,022 | |||||
Mandatory charges on payroll | 2,635 | 2,716 | |||||
Withholding taxes and contributions from third parties | 932 | 1,270 | |||||
Contribution to Social Security - COFINS | 193 | 26 | |||||
Social Integration Program - PIS | 41 | 5 | |||||
Others | 89 | 73 | |||||
Total | 10,762 | 8,112 | |||||
Total – current | 9,413 | 6,530 | |||||
Total – non current | 1,349 | 1,582 |
17 Provision for contingencies
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made to settle the obligation.
Management based on the opinion of its legal counsel believes that the provision for these lawsuits and administrative proceedings is sufficient to cover probable and reasonably estimable losses from unfavorable decisions.
45
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
(i) Provision for contingencies
For certain legal proceedings the chance of loss has been assessed as “probable”. For these proceedings, provisions have been recognized for the potential costs, as follows:
Sept. 30, 2016 | Dec. 31, 2015 | ||||||
Tax claims (a) | 130 | 760 | |||||
Labor claims (b) | 7,713 | 8,897 | |||||
Civil claims (c) | 107 | 105 | |||||
(-) Court Deposits | (1,508 | ) | (1,834 | ) | |||
Total | 6,442 | 7,928 |
(a) Provisions for tax claims
Comprises actions related to infringement notices at the federal and state levels, which are in the process of defense in the courts.
(b) Provisions for labor claims
The Company makes provisions for the risks arising from labor claims. The majority of claims relate to: a) overtime, related to the reduction of the lunch interval; b) application of the 40% penalty payment on the amount of an individual’s FGTS (retirement fund) entitlement prior to retirement; and c) indemnities for work accidents, and subordinated liabilities of outsourced service providers. The civil claims and labor claims for which the risk of loss is assessed as “possible” relate to matters similar to those described above.
The Company’s management believes that the outcome of the cases in progress will not result in disbursement by the Company of amounts greater than those provisioned.
(c) Provisions for civil claims
The amount of R$ 107 refers to claims related to revisions of contracts.
(ii) Movement in the provision contingencies
Balance as at December 31, 2015 | 7,928 | |||
(+) Amount charged to expense in P&L | 979 | |||
(-) Reversal of amounts charged to expense in P&L | (1,005 | ) | ||
(-) Payment of legal actions | (305 | ) | ||
(-) Use of appeal deposits | (1,383 | ) | ||
(-) Others | (98 | ) | ||
(+) Court deposits | 326 | |||
Balance as at September 30, 2016 | 6,442 |
46
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
(iii) Contingent Obligations
Sept. 30, 2016 | Dec. 31, 2015 | ||||||
Tax claims | 57,012 | 35,324 | |||||
Labor claims | 9,905 | 11,125 | |||||
Civil claims | 3,824 | 2,987 | |||||
Total | 70,741 | 49,436 |
The tax-related legal actions refer to various notices for infringement of ICMS tax, the labor claims refer to various claims for payment of overtime, penalty FGTS payment, and other matters; and the civil cases refer basically to claims for losses and damages in actions from third parties. These claims have not been recorded since Management believes it is more likely than not the defense of these claims will be successful.
18 Related parties transactions
Sept. 30, 2016 | Dec. 31, 2015 | ||||||
Current assets | 148 | 7,056 | |||||
Trade accounts receivable - related parties (Note 5) | 148 | 56 | |||||
Compass Minerals USA | 148 | - | |||||
Dividends Receivable (Note 9) | - | 7,000 | |||||
Fermavi Eletroquímica Ltda. | - | 7,000 | |||||
Non-current assets | 1,067 | 98 | |||||
Other operating receiving - related parties | 1,067 | 98 | |||||
Fermavi Eletroquímica Ltda. | 1,067 | - | |||||
Contingencies (a) | - | 98 | |||||
Current liabilities | (3,937 | ) | (5,223 | ) | |||
Trade accounts payable - related parties (Note 12) | (1,425 | ) | (2,794 | ) | |||
Fermavi Eletroquímica Ltda. | (1,425 | ) | (2,794 | ) | |||
Finance leasing - current | (2,511 | ) | (2,429 | ) | |||
Rio Paratei Empreendimentos e Participações S.A (b) | (2,511 | ) | (2,429 | ) | |||
Finance leasing – non-current | (18,449 | ) | (18,882 | ) | |||
Rio Paratei Empreendimentos e Participações S.A (b) | (18,449 | ) | (18,882 | ) |
47
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
Three-month period | Three-month period | Nine-month period | Nine-month period | ||||||
Sept. 30, 2016 | Sept. 30, 2015 | Sept. 30, 2016 | Sept. 30, 2015 | ||||||
Net sales revenue | 1,772 | 2,706 | 4,212 | 4,517 | |||||
Fermavi Eletroquímica Ltda. | 1,772 | 2,706 | 4,058 | 4,517 | |||||
Compass Minerals USA | - | - | 154 | - | |||||
Cost of goods sold | 1,390 | 2,267 | 3,145 | 3,713 | |||||
Fermavi Eletroquímica Ltda. | 1,390 | 2,267 | 3,060 | 3,713 | |||||
Compass Minerals USA | - | - | 85 | - |
(a) Receivable from Gerhard Walter Schultz and João Marcelino Ramos.
(b) Finance leasing: The Company has signed the finance lease contract with Rio Parateí Empreendimentos e Participações S.A. on August 30, 2012.
a.Compensation of key management personnel of the Company
Including salary and profit sharing, the Company paid to its managers the amounts of R$ 2,972 for the nine-month period ended September 30, 2016 and R$ 2,509 for the nine-month period ended September 30, 2015. These amounts are recognized in the individual and consolidated statements of income.
b.Commercial transactions with related parties
The amounts of sales made between related parties, eliminated for consolidation purposes, are stated as follows:
September 30, 2016 | ||
Three-month period | ||
Selling entities | ||
Purchasing entities | Produquimica | Total |
Fermavi Eletroquímica Ltda. | 1,772 | 1,772 |
September 30, 2016 | ||
Nine-month period | ||
Selling entities | ||
Purchasing entities | Produquimica | Total |
Fermavi Eletroquímica Ltda. | 4,058 | 4,058 |
48
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
September 30, 2015 | ||
Three-month period | ||
Selling entities | ||
PRODUQUIMICA | ||
Purchasing entities | Produquimica | Total |
Fermavi Eletroquímica Ltda. | 2,706 | 2,706 |
September 30, 2015 | ||
Nine-month period | ||
Selling entities | ||
PRODUQUIMICA | ||
Purchasing entities | Produquimica | Total |
Fermavi Eletroquímica Ltda. | 4,517 | 4,517 |
19 Finance leasing
The finance leasing transactions at September 30, 2016 and December 31, 2015 are summarized as follows:
Sept. 30,2016 | Dec. 31, 2015 | |||
Current liabilities | 3,131 | 2,519 | ||
Non-current liabilities | 18,732 | 19,028 | ||
21,863 | 21,547 |
The minimum payments are below:
Sept. 30,2016 | ||
Minimum payments | ||
Less than1 year | 3,131 | |
Over 1 year and less than 5 years | 14,798 | |
Over 5 years | 17,572 | |
Total minimum lease payments | 35,501 | |
Present value of minimum lease payments | 21,863 |
(i) The Company has signed the finance lease contract with Rio Parateí Empreendimentos e Participações S.A. on August 30, 2012. The lease contract term is for 15 years and relates to land (89,929 m²) and building (20,620 m²) located in the city Jacarei / SP, where the Company is setting up a new plant of controlled release nutrients.
49
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
(ii) On February 17, 2014, the Company has signed finance lease contracts with Santander Leasing S.A Arrendamento Mercantil in the amount of R$ 262 and in May 20, 2014 in the amount of R$ 69 related to vehicles. The lease contracts term is for 5 years.
(iii) The Company has signed a finance lease contract with Daycoval Leasing - Banco Multiplo S/A. The lease contract term is for 2 years and it is related to computers and equipment.
20 Other accounts payable
Sept. 30, 2016 | Dec. 31, 2015 | ||||||
Current | |||||||
Commissions payable | 14,696 | 15,844 | |||||
Transaction costs in share issuance | 4,356 | 12,001 | |||||
Profit sharing | 3,685 | 1,835 | |||||
Acturial liabilities (Note 21) | - | 1,581 | |||||
Others accounts payable | 110 | 77 | |||||
Total current | 22,847 | 31,338 | |||||
Non-current | |||||||
Provision for environmental recovery | 1,180 | 1,425 | |||||
Negative goodwill-Reluz Nordeste | 380 | 380 | |||||
Other accounts payable | 693 | 1,664 | |||||
Total non-current | 2,253 | 3,469 |
21 Employee benefit plan
The Company sponsors the Produquímica NE PREV Benefits Plan (“Plano de Benefícios Produquímica - NE PREV”) (“the Plan”), which is administered by the unrelated entity BB Previdência. The Plan has benefits for participants, and includes: retirement income; disability benefit; and benefit and pension in the event of death.
The Plan has predominantly the characteristics of a defined-contribution plan. The only portions of the Plan that are characterized as being of the defined-benefit type are the previously granted benefits of income for life, and the death and disability benefits for eight employees.
Unvested past service costs are recognized as an expense on a straight line basis until the benefits become vested. Past service costs are recognized immediately if the benefits have already vested immediately following the introduction of, or changes to, a pension plan.
The defined benefit asset or liability comprises the present value of the defined benefit obligation (using a discount rate based on NTN-B), less unrecognized past service costs and less the fair value of plan assets out of which the obligations are to be settled. Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurance policies. Plan assets are not available to the creditors of the Company and cannot be paid directly to the Company.
Fair value is based on market price information and, in the case of quoted securities, it is the published bid price. The value of any defined benefit asset recognized is restricted to the sum of any unrecognized
50
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
past service costs and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan.
The contributions to the defined-contribution portion of the Plan recognized in the Company’s Income statement for the nine-month periods ended September 30, 2016 and 2015 totaled respectively R$ 160 and R$ 151.
The policies, assumptions and results obtained from the actuarial valuation of the defined-benefit portion of the Plan are set out below.
The defined benefit portion of the Plan is derived from the transfer of eight participants from the VCNE Benefits Plan (Plano de Benefícios VCNE) (administered by Funsejem - Fundação Senador José Ermínio de Moraes) to the Produquímica NE PREV Benefits Plan, approved by Previ [Ministerial Order MPS/PREVI/DETEC 853, of October 28, 2010, published in the federal Official Gazette of October 29, 2010 - Section 1, page 105]. This being so, the tables below show the movement as from December 31, 2015. The Company adopts the policy of recognizing actuarial losses in the income statement of the period in which they occur.
The principal assumptions used for the calculation of the present value of the liability were:
Assumptions | December 31, 2015 | |
Actuarial valuation method | Projected unit credit | |
Real discount rate | 5 | % |
Real wage growth rate | 1.1 | % |
Real benefit growth rate | 0 | % |
Average mortality table | AT-83 M&F (reduced by 10%) | |
Disability table | TASA 27 |
(a) Net pension (liabilities) assets:
December 31, 2015 | ||
Present value of the liabilities at end of year | (5,582 | ) |
Fair value of the plan assets at end of year | 4,000 | |
Present value of the liabilities in excess of the fair value of the plan assets | (1,581 | ) |
Net pension (liabilities) assets at end of year | (1,581 | ) |
22 Shareholders’ equity
a.Share capital
The subscribed capital of the Company as of September 30, 2016 is R$ 329,433, represented by 54,419,710 common shares and 1,132,000 preferred shares without par value and December 31, 2015 is R$ 324,969, represented by 38,868,171 common shares and 17,480,841 preferred shares without par value.
On September 27, 2016 the capital increase of the Company was approved in the amount of R$ 10,506 and utilization of the bonus share subscription in the amount of R$ 6,081 due to the capital increase.
51
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
On April 29, 2016 the capital increase of the Company was approved in the amount of R$ 897 and utilization of the bonus share subscription in the amount of R$ 858, due to the correction owed by the holders of the bonus share subscription.
On December 23, 2015 the capital increase carried out by Compass Minerals Ltda. Brazil was R$ 375,000, of which R$ 283,931 was allocated to the capital stock account and R$ 91,069 allocated to the capital reserve account. This increase is equivalent to 35% of the Company's shares.
The subscribed capital was reduced by R$ 94,498 to absorb the losses accumulated until November 30, 2015.
b.Capital reserve
The Company on December 23, 2015 reduced the capital reserve in the amount of
R$ 91,069 through the sale to shareholders of interests in subsidiaries I.M.S.S.P.E Empreendimentos e Participações Ltda. in the amount of R$ 59,236 and PDQ Investments Ltd in the amount of R$ 31,833.
R$ 91,069 through the sale to shareholders of interests in subsidiaries I.M.S.S.P.E Empreendimentos e Participações Ltda. in the amount of R$ 59,236 and PDQ Investments Ltd in the amount of R$ 31,833.
They were issued new preferred shares in the amount of R$ 6,939, determined in accordance with warrants.
Transaction costs related to issue of new shares amounted to R$ 12,001, which related to expenses for legal fees and financial advisors.
On April 29, 2016, there was utilization of bonus share subscription in the amount of R$ 858.
c.Profit reserves
Tax incentives
The amount of R$ 4,147 was constituted in 2013 and required by law, regarding tax incentives in Igarassu branch, which cannot be distributed to shareholders.
Legal reserve
Under the Brazilian Corporate Law, the Company must allocate 5% of its annual reported accounting net income, as ascertained in accordance with accounting practices adopted in Brazil, to the reserve required by law (referred as the “legal reserve”), until this reserve is equivalent to 20% of the paid-in capital. The legal reserve may be used to increase capital, or to absorb losses, but cannot be used for the purpose of dividends. The legal reserve set up in 2013 was held on December 23, 2015 to absorb accumulated losses.
Retained earnings
With the reduction of capital held on December 23, 2015 to absorb accumulated losses until November 30, 2015, the balance of retained earnings as of December 31, 2015 was R$ 20,300, and its allocation will be approved at the next Board meeting.
d.Dividends
These are recognized as liabilities when the dividends are approved by the shareholders of the Company. The Company’s by-laws specify that at least 25% of the net profit for the year should be distributed as dividends; the Company records a provision, at the reporting date, for any such amount of the minimum dividend that has not yet been distributed during the business year.
52
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
e.Equity valuation adjustment
Equity valuation adjustments include:
• The equity valuation adjustment is the result of the deemed cost adjustment of property, plant and equipment, net of taxes upon first time adoption of IFRS in 2009;
• The currency translation adjustment relate to PDQ Investments subsidiary. See item (b) of this note;
• Effective portion of the accumulated net change in the fair value of hedging instruments used in cash flow hedges up to recognition of cash flows that have been protected.
f.Earnings per share
Basic and diluted earnings per share were computed using the weighted-average number of common shares outstanding during the periods shown in the table below.
(In thousands of Brazilian Reais, except common shares)
Three-month period | Three-month period | Nine-month period | Nine-month period | |||||
Sept. 30, 2016 | Sept. 30, 2015 | Sept. 30, 2016 | Sept. 30, 2015 | |||||
Net income/(loss) | 44,557 | (44,197 | ) | 42,488 | (91,788 | ) | ||
Weighted-average number of common shares - basic | 54,417 | 47,068 | 54,417 | 47,068 | ||||
Weighted-average number of common shares - diluted | 54,417 | 47,068 | 54,417 | 47,068 | ||||
Income/(loss) per share basic | 0.82 | (0.94 | ) | 0.78 | (1.95 | ) | ||
Income/(loss) per diluted share | 0.82 | (0.94 | ) | 0.78 | (1.95 | ) |
23 Net revenues
Net revenues comprised the following:
Three-month period | Three-month period | Nine-month period | Nine-month period | |||||
Sept. 30, 2016 | Sept. 30, 2015 | Sept. 30, 2016 | Sept. 30, 2015 | |||||
Gross revenue | 445,861 | 395,946 | 1,003,032 | 837,778 | ||||
Taxes on sales | (46,895 | ) | (42,032 | ) | (118,162 | ) | (97,165 | ) |
Returns | (4,061 | ) | (6,403 | ) | (12,669 | ) | (13,553 | ) |
Present value adjustment effect | - | - | (1,075 | ) | (274 | ) | ||
Net revenue | 394,905 | 347,511 | 871,126 | 726,786 |
53
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
24 Expenses by nature
Three-month period | Three-month period | Nine-month period | Nine-month period | |||||
Sept. 30, 2016 | Sept. 30, 2015 | Sept. 30, 2016 | Sept. 30, 2015 | |||||
Consumption of raw material and other | (200,806 | ) | (188,868 | ) | (439,508 | ) | (381,670 | ) |
Payroll expenses | (30,362 | ) | (24,953 | ) | (86,526 | ) | (74,747 | ) |
Depreciation and amortization | (9,601 | ) | (9,778 | ) | (29,104 | ) | (29,238 | ) |
Commissions | (9,361 | ) | (7,612 | ) | (17,692 | ) | (13,358 | ) |
Outsourced services | (6,944 | ) | (6,685 | ) | (19,694 | ) | (18,778 | ) |
Electric power | (12,031 | ) | (7,135 | ) | (37,657 | ) | (19,518 | ) |
Consumption materials | (4,471 | ) | (3,864 | ) | (12,150 | ) | (10,597 | ) |
Expenses with commercial representation | (1,736 | ) | (3,302 | ) | (9,048 | ) | (7,787 | ) |
Freight | (18,720 | ) | (15,738 | ) | (44,515 | ) | (38,785 | ) |
Other expenses/ revenues, net | (17,287 | ) | (21,062 | ) | (49,704 | ) | (45,338 | ) |
(311,319 | ) | (288,997 | ) | (745,598 | ) | (639,816 | ) | |
Classified as: | ||||||||
Cost of goods sold | (274,336 | ) | (251,107 | ) | (644,668 | ) | (552,713 | ) |
General and administrative expenses | (7,505 | ) | (12,384 | ) | (24,897 | ) | (29,364 | ) |
Selling expenses | (29,478 | ) | (25,506 | ) | (76,033 | ) | (57,739 | ) |
(311,319 | ) | (288,997 | ) | (745,598 | ) | (639,816 | ) |
25 Tax incentives
The Company has the following tax incentives relating to its units that are installed in Brazil’s Northeast:
Igarassu Branch
ICMS: ICMS deemed credit benefit granted for products classified as significant industrial activity and priority industrial grouping.
Benefit: Relevant industrial activity
1. Qualification: 5% (five percent) of the total amount of interstate outflows allocated to products subject to incentive to the other geographic regions of the country;
2. 47.5% of the difference resulting between the debt balance of ordinary ICMS, calculated in each fiscal period and payable due to the increase of marketed production, and the amount of deemed credit used based on the application of provisions in item 1, whereas the sum of deemed credits defined in item 1 and in this item cannot give rise to payment of taxes in an amount lower than 30% of the debt balance prior to the deduction of any deemed credits granted;
• Period for use of the benefit: Up to January 31, 2019.
Benefit: Priority industrial grouping
54
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
1. Qualification: 75% of the debt balance of ordinary ICMS, calculated in each fiscal period and payable due to the increase of marketed production;
• Period for use of the benefit: Up to January 31, 2023.
Reluz Nordeste Indústria e Comércio Ltda.
• Income tax: Located in a tax incentive region in the Northeast, this entity is entitled to 75% reduction of the tax due by the end of year 2017.
• ICMS tax: Deferral of the ICMS tax on raw materials and fixed asset purchases:
• Deemed credit in the amount of 92% incurring on the outstanding balance of ICMS of the own production operations of the establishment, calculated for each assessment period.
- Period for use of the benefit: Up to November 19, 2019.
• AFRMM: Exemption from the additional freight charge for renewal of the Merchant Marine (AFRMM) up to December 31, 2015.
The incentives of ICMS tax are reflected in the line “Net sales revenues”; and the benefits relating to income tax are reflected in the line “Income tax”; both in the income statement.
The value for the Parent company for the nine-month period ended September 30, 2016 was R$ 1,776 in ICMS and R$ 5,178 in income tax. For the nine-month period ended September 30, 2015 was R$ 2,476 in ICMS.
The value for the Consolidated for the nine-month period ended September 30, 2016 was R$ 5,557 in income tax and R$ 3,301 in ICMS. For the nine-month period ended September 30, 2015 was R$ 33 in income tax and R$ 3,426 in ICMS.
55
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
26 Financial results
Three-month period | Three-month period | Nine-month period | Nine-month period | |||||
Sept. 30, 2016 | Sept. 30, 2015 | Sept. 30, 2016 | Sept. 30, 2015 | |||||
Interest on time deposits | 5,032 | 1,431 | 10,555 | 5,426 | ||||
Gain on marketable securities | - | 2,592 | 3,921 | 20,632 | ||||
Others | 1,257 | 1,367 | 2,465 | 2,507 | ||||
Financial income | 6,289 | 5,390 | 16,941 | 28,565 | ||||
Interest on financial obligations | (11,494 | ) | (23,613 | ) | (38,730 | ) | (70,368 | ) |
Financial transactions cost | (838 | ) | (290 | ) | (2,127 | ) | (1,221 | ) |
Interest of financial leasing | (615 | ) | (521 | ) | (1,707 | ) | (1,567 | ) |
Loss on marketable securities | - | (6,864 | ) | (1,294 | ) | (21,097 | ) | |
Others | (549 | ) | (612 | ) | (2,053 | ) | (2,295 | ) |
Financial expenses | (13,496 | ) | (31,900 | ) | (45,911 | ) | (96,548 | ) |
Expenses foreign exchange variation on debts and borrowings | (4,707 | ) | (89,455 | ) | (37,236 | ) | (169,018 | ) |
Income foreign exchange variation on debts and borrowings | - | - | 119,215 | 29,685 | ||||
Loss with derivatives, net | (11,797 | ) | (4,271 | ) | (140,994 | ) | (16,115 | ) |
Gain with derivatives, net | - | - | 19,480 | 1,434 | ||||
Other expenses with exchange variation | (314 | ) | (5,982 | ) | (4,608 | ) | (9,416 | ) |
Other income with exchange variation | 151 | - | 1,809 | 939 | ||||
Foreign exchange variation | (16,667 | ) | (99,708 | ) | (42,334 | ) | (162,491 | ) |
Net financial results | (23,874 | ) | (126,218 | ) | (71,304 | ) | (230,474 | ) |
27 Subsequent events
On October 03, 2016 Compass Minerals do Brasil Ltda acquired 100% of the Company’s capital.
56
Produquímica Indústria e Comércio S.A. and subsidiaries
Unaudited consolidated interim financial statements
September 30, 2016
* * *
Company´s board of executive officers
Chief Executive Office
Gerhard Walter Schultz
Chief Financial Office
Adilson Inacio da Silva
Felipe Gomes da Silva
Accountant - CRC 1SP278373/O-4
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