Braskem(BAK) - 2018 Q4 - Annual Report

Front Matter Presentation of Financial and Other Information This section outlines the report's conventions, including currency references, terminology, IFRS basis, data sources, and a comprehensive glossary of petrochemical terms - Consolidated financial statements for the three years ended December 31, 2018, are prepared under International Financial Reporting Standards (IFRS) as issued by the IASB[4] - The company relies on third-party sources such as the Brazilian Chemical Industry Association (ABIQUIM) and IHS, Inc. for market share and production capacity data[5] - The report includes a detailed glossary defining key petrochemical products and business terms to clarify the company's operational context[6][7][8] Cautionary Statement with Respect to Forward-Looking Statements This section warns that forward-looking statements are subject to risks and uncertainties, including economic conditions, raw material prices, industry cyclicality, competition, and regulatory changes, with no obligation to update - Forward-looking statements are subject to risks including economic conditions, raw material price volatility (naphtha, ethane, propane), petrochemical industry cycles, and competition[15] - Other influencing factors include interest and exchange rate fluctuations, actions by major shareholders, ability to implement financing strategy, and changes in tax and environmental laws[15] PART I Key Information This section presents selected consolidated financial data for the five years ended December 31, 2018, prepared under IFRS, highlighting key performance indicators, balance sheet items, cash flow, and an extensive discussion of categorized risk factors Selected Statement of Operations Data (in R$ million) | | 2018 | 2017 | 2016 Adjusted | | :--- | :--- | :--- | :--- | | Net sales revenue | 57,999.9 | 49,260.6 | 47,664.0 | | Gross profit | 11,568.6 | 13,083.2 | 12,678.4 | | Operating profit | 8,280.2 | 9,206.9 | 5,951.2 | | Profit (loss) for the year | 2,868.2 | 3,915.8 | (729.2) | Selected Balance Sheet Data (in R$ million) | | As of Dec 31, 2018 | As of Dec 31, 2017 | | :--- | :--- | :--- | | Total assets | 58,807.5 | 52,731.8 | | Total borrowings (Current + Non-current) | 24,898.1 | 23,361.4 | | Shareholders' equity | 5,654.7 | 5,472.8 | Selected Cash Flow Information (in R$ million) | | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Net cash from Operating activities | 9,250.4 | 2,461.6 | 4,457.9 | | Net cash used in Investing activities | (2,488.3) | (2,406.4) | (2,552.5) | | Net cash used in Financing activities | (4,603.4) | (2,988.5) | (2,757.3) | Risk Factors This subsection details numerous risks, including petrochemical industry cyclicality, raw material price volatility, dependence on key suppliers, operational hazards, environmental regulations, Global Settlement impacts, political and economic instability in Brazil and Mexico, and securities-related issues like delisting and limited voting rights - The petrochemical industry is cyclical, potentially reducing net sales revenue and gross margin due to fluctuating demand, prices, and raw material costs[23][24] - The company is highly dependent on Petrobras for naphtha, ethane, propane, and propylene in Brazil, and on Pemex TRI for ethane in Mexico, posing significant supply risks[36][39] - The Global Settlement related to Operation Car Wash resulted in an aggregate payment of US$957 million and an additional R$410 million under the CGU/AGU Agreement, subjecting the company to external monitorship and potential third-party claims[62][289] - A geological incident near the salt mine in Maceió, Alagoas, has led to multiple lawsuits seeking substantial damages and asset freezes, posing significant financial and operational risk[57][66][498] - The NYSE suspended trading of the company's ADSs on May 13, 2019, and initiated delisting procedures due to delayed annual report filings, a decision the company has appealed[101] - The company identified material weaknesses in its internal control over financial reporting as of December 31, 2018, related to control environment, risk assessment, IT controls, and various financial processes[70][582] Information on the Company Braskem, the largest thermoplastic resin producer in the Americas, operates five business units, with a strategy focused on productivity, diversification, and governance, detailing products, facilities, raw materials, sales, R&D, and environmental regulations - Braskem is the largest producer of thermoplastic resins in the Americas and the sole producer of ethylene, polyethylene, and polypropylene in Brazil[111] - The company's strategy is built on four pillars: Productivity and Competitiveness, Feedstock Diversification (increasing exposure to gas), Geographic Diversification (focus on the Americas), and People, Governance & Reputation[114][115][117][118] - In 2018, 54.8% of net sales revenue came from Brazil, while 45.2% was from international operations[113] - The company has six R&D centers across Brazil, the US, Germany, and Mexico, focusing on new processes, products, and applications, including solutions from renewable raw materials[199] Chemicals Unit The Chemicals Unit, a major first-generation producer in the Americas, generated R$31.1 billion in net sales revenue in 2018 from olefins, BTX, fuels, and intermediates, primarily using naphtha, ethane, and propane, with significant intra-company sales and long-term supply contracts Chemicals Unit Production Capacity and 2018 Production (in tons) | Primary Products | Annual Production Capacity | 2018 Production | | :--- | :--- | :--- | | Ethylene | 3,952,000 | 3,399,610 | | Propylene | 1,585,000 | 1,324,358 | | Butadiene | 480,000 | 394,998 | | BTX products | 1,367,000 | 841,485 | - Naphtha is the main raw material, with prices based on the Amsterdam-Rotterdam-Antwerp (ARA) price, which increased by 24% in 2018 to US$602/ton[34][135] - In 2018, 43% of naphtha and condensate was sourced from Brazil, primarily Petrobras, a decrease from 53% in 2017, indicating increased reliance on imports[137] Polyolefins Unit The Polyolefins Unit, Latin America's largest producer of PE and PP, including 'green polyethylene', generated R$22.5 billion in net sales revenue in 2018, primarily sourcing ethylene and propylene internally or from Petrobras, serving over 1,500 customers globally Polyolefins Unit Production Capacity and 2018 Production (in tons) | Primary Products | Annual Production Capacity | 2018 Production | | :--- | :--- | :--- | | LDPE/EVA | 795,000 | 663,285 | | HDPE/LLDPE/UHMWPE | 2,260,000 | 2,009,389 | | Polypropylene | 1,850,000 | 1,592,480 | - The unit is the world's only producer of 'green polyethylene' from renewable sugarcane ethanol, with a plant capacity of 200,000 tons/year[157][167] - In 2018, total sales volume was 4.22 million tons, with domestic sales at 2.93 million tons and export sales at 1.29 million tons[156] USA and Europe Unit The USA and Europe Unit, the largest US polypropylene producer, generated R$11.7 billion in net sales revenue in 2018 from its US and German PP plants and a Texas UTEC plant, sourcing propylene via long-term agreements and competing with major international firms USA and Europe Unit PP Production Capacity and 2018 Production (in tons) | Plant Location | Annual Production Capacity | 2018 Production | | :--- | :--- | :--- | | United States | 1,570,400 | 1,394,099 | | Germany | 625,000 | 523,797 | - The unit's total polypropylene sales volume was 1.92 million tons in 2018, a decrease from 2.12 million tons in 2017[168] - A new UTEC (ultra-high molecular weight polyethylene) plant in La Porte, Texas, began production in Q1 2017 to complement existing capacity in Brazil[168] Mexico Unit The Mexico Unit, a 75/25 joint venture with Grupo Idesa, operates an integrated petrochemical complex in Veracruz, producing ethylene, HDPE, and LDPE, with ethane supplied by Pemex TRI under a 20-year contract, primarily serving the domestic market Mexico Unit Production Capacity and 2018 Production (in tons) | Product | Annual Production Capacity | 2018 Production | | :--- | :--- | :--- | | Ethylene | 1,050,000 | N/A (used internally) | | Polyethylene (HDPE & LDPE) | 1,050,000 | 808,388 | - The unit has a 20-year ethane supply agreement with Pemex TRI for 66,000 barrels per day, with pricing linked to U.S. gas prices[180] - Polyethylene sales volume in 2018 was 798,840 tons[175] Vinyls Unit The Vinyls Unit, Brazil's leading and only vertically integrated PVC producer, generated R$3.2 billion in net sales revenue in 2018, holding approximately 49% of the Brazilian PVC market, with ethylene supplied internally and salt from its own mine Vinyls Unit Production Capacity and 2018 Production (in tons) | Primary Products | Annual Production Capacity | 2018 Production | | :--- | :--- | :--- | | PVC | 710,000 | 533,200 | | Caustic Soda | 539,000 | 329,200 | - The unit is the only vertically integrated PVC producer in Brazil and holds exclusive rights to a salt mine in Alagoas, with estimated reserves for 35-45 years of production[189][191] - The company's main competitor in the Brazilian PVC market is Unipar Carbocloro[195] Operating And Financial Review and Prospects This section analyzes Braskem's financial performance and condition, discussing factors affecting results like GDP, raw material prices, and exchange rates, providing year-over-year comparisons by segment, and covering liquidity, capital resources, indebtedness, expenditures, and recent corporate developments - Net sales revenue increased by 17.7% in 2018 to R$58.0 billion, driven by higher international prices and the depreciation of the Brazilian real[301] - Gross profit decreased by 11.6% to R$11.6 billion in 2018, with gross margin falling to 19.9% from 26.6% in 2017, primarily due to a 28.3% increase in the cost of products sold[300][313] - Profit for the year 2018 was R$2.87 billion, a 26.8% decrease from R$3.92 billion in 2017, impacted by lower gross profit and higher net financial expenses due to exchange rate variation[300][318] - The company adopted IFRS 15 (Revenue) and IFRS 9 (Financial Instruments) on January 1, 2018, applying changes prospectively without restating comparative periods[243] - As of December 31, 2018, total consolidated indebtedness was R$25.2 billion, with 97.1% denominated in foreign currency, excluding the R$10.5 billion project finance debt for the Mexico Complex[274][360] Directors, Senior Management and Employees This section details Braskem's corporate governance, including the Board of Directors, Executive Officers, Fiscal Council, and board committees, reporting R$53.8 million in 2018 compensation for directors and officers, a long-term incentive plan, and the company's 8,008 employees globally, along with labor relations and post-employment benefits - The Board of Directors consists of eleven members, with nominees from controlling shareholder Odebrecht and major shareholder Petrobras, and Marcelo Moses de Oliveira Lyrio serving as the independent Chairman[387][388] - The company has four permanent board committees: Finance and Investments, Personnel and Organization Issues, Strategy and Communication, and a Compliance Committee formed by independent members[411][412][413][415] - Aggregate compensation for the board of directors, executive officers, and fiscal council was R$53.8 million in 2018[419] - As of December 31, 2018, the company had 8,008 employees globally, with the majority (6,173) located in Brazil[427][428] - A long-term restricted share award plan was approved in March 2018 to align executive interests with shareholders and encourage retention[420] Major Shareholders and Related Party Transactions This section details Braskem's ownership structure, with Odebrecht and Petrobras as major shareholders governed by a Shareholders' Agreement, and describes significant related party transactions, including raw material supply agreements with Petrobras and service contracts with Odebrecht Group companies Major Shareholder Ownership (as of Oct 16, 2019) | Shareholder | % of Voting Shares | % of Total Shares | | :--- | :--- | :--- | | Odebrecht | 50.1% | 38.3% | | Petrobras | 47.0% | 36.1% | - The Braskem S.A. Shareholders' Agreement between Odebrecht and Petrobras governs board appointments, executive nominations, and requires consensus for certain strategic actions[440][444] - Material related party transactions include a five-year naphtha purchase agreement with Petrobras (expiring Dec 2020) and various other raw material and logistics contracts[457][459][460] - In 2018, Braskem purchased R$15.5 billion in raw materials, goods, and services from Petrobras and its subsidiaries, and sold R$1.2 billion to them[462] Financial Information This section details Braskem's legal proceedings, including significant tax disputes, the Global Settlement from Operation Car Wash, and civil litigation related to salt mining, alongside its dividend policy mandating a minimum 25% distribution of adjusted net profit with priority for preferred shares - The company faces significant tax proceedings, including claims of R$1.2 billion related to goodwill amortization and R$644 million in ICMS tax assessments, for which it has not established provisions, classifying the risk of loss as 'possible'[467][469] - A class action lawsuit in the U.S. was settled for US$10 million in 2017, with final court approval in February 2018[480] - The company is subject to multiple lawsuits related to geological incidents near its salt mine in Alagoas, with plaintiffs seeking billions of Brazilian Reais in damages and asset freezes[498] - The dividend policy requires a mandatory minimum distribution of 25% of adjusted net profit, with preferred shares receiving a priority non-cumulative dividend of 6% of their unit value[506][507] The Offer and Listing This section details Braskem's securities trading markets, including its shares on B3 in Brazil and ADSs (BAK) in the U.S., noting the NYSE's suspension and delisting procedures for ADSs on May 13, 2019, which the company has appealed - The company's shares trade on the B3 in Brazil (BRKM3, BRKM5, BRKM6), and its ADSs (BAK) trade in the U.S.[511] - On May 13, 2019, the NYSE suspended trading of Braskem's ADSs and initiated delisting procedures due to delayed filing of its 2017 annual report, with ADSs since trading on the OTC market[511] - As of December 31, 2018, there were 24,390,036 ADSs outstanding, representing 14.1% of the outstanding class A preferred shares[511] Additional Information This section summarizes Braskem's by-laws and Brazilian Corporations Law, covering corporate purposes, governance, share capital, shareholder rights including limited voting and preemptive rights, Brazilian exchange controls for foreign investment and fund remittance, and material Brazilian and U.S. federal income tax consequences for non-resident holders - The company's by-laws establish its corporate purposes, including the manufacture, trade, import, and export of chemical and petrochemical products and derivatives[516] - Under Brazilian law, non-voting or limited-voting preferred shares cannot exceed two-thirds of total share capital, with Class A and B preferred shares being non-voting except in limited circumstances[519] - Shareholders have preemptive rights to subscribe to new shares in a capital increase, proportional to their holdings, though these rights can be limited in certain public offerings[525] - Remittance of funds abroad from dividends or sale proceeds is subject to Brazilian exchange control regulations and requires investment registration with the Central Bank[534] - Dividends paid from profits generated since January 1, 1996, are not subject to Brazilian withholding tax, but distributions of interest on shareholders' equity are generally subject to a 15% withholding tax (or 25% for residents of tax havens)[543][544] Quantitative and Qualitative Disclosures About Market Risk This section details Braskem's market risk exposure from interest rates, foreign exchange, and commodity prices, outlining its risk management policy using hedging instruments for cash flow and liquidity, noting significant U.S. dollar-denominated debt exposure, and its approach to naphtha price risk as a natural hedge - The company is exposed to interest rate risk from variable-rate debt tied to LIBOR, CDI, TLP, and IPCA, where a hypothetical 1 percentage point increase in average interest rates in 2019 would increase financial expenses by R$361.3 million[569][572] - Significant foreign currency risk exists due to U.S. dollar-denominated liabilities, with R$35.1 billion in U.S. dollar debt as of December 31, 2018, mitigated by currency options and designating part of USD debt as a hedge for future exports[573][575] - Braskem does not hedge its primary commodity risk related to naphtha prices, viewing the link between raw material costs and product prices as a natural hedge[576] - As of December 31, 2018, the company held currency options with a notional amount of US$2.23 billion in puts and US$1.59 billion in calls to mitigate exchange rate risk[568] Description of Securities Other than Equity Securities This section details fees associated with Braskem's American Depositary Shares (ADSs) collected by The Bank of New York Mellon for issuance, delivery, surrender, cash distributions, and annual service, noting that Braskem received US$685,217.03 from the depositary in 2018 for general corporate purposes - The depositary, The Bank of New York Mellon, charges fees for services such as issuing and surrendering ADSs, and for cash distributions[578] - In 2018, Braskem received US$685,217.03 from the depositary, which was used for general corporate purposes, including investor relations[578] PART II Controls and Procedures This section reports that as of December 31, 2018, management concluded both disclosure controls and internal control over financial reporting (ICFR) were ineffective due to material weaknesses in control environment, risk assessment, IT controls, and financial processes, with the company implementing remediation actions - Management concluded that as of December 31, 2018, the company's disclosure controls and procedures were not effective[581] - Management's assessment concluded that internal control over financial reporting was not effective as of December 31, 2018, due to identified material weaknesses[582] - Material weaknesses were identified in the control environment, risk assessment, and specifically in: (i) IT general controls, (ii) raw material purchasing, (iii) legal service payments, (iv) legal contingency provisions, and (v) the overall financial reporting process[582][584] - The independent auditor, KPMG, issued an adverse audit opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2018[584] - The company is implementing specific remediation actions, including enhancing technical skills in accounting, improving IT access controls, and strengthening controls over purchasing, legal payments, and financial reporting[584][586] Other Information This section covers governance and compliance, including the fiscal council's audit committee financial expert, the code of conduct, R$13.8 million in 2018 fees paid to KPMG, the company's reliance on a NYSE audit committee exemption, the change in certifying accountant from PwC to KPMG, and differences between its governance practices and NYSE standards - The company's fiscal council has an 'audit committee financial expert', Ismael Campos de Abreu[591] Principal Accountant Fees (in R$ million) | Fee Type | 2018 (KPMG) | 2017 (PwC) | | :--- | :--- | :--- | | Audit fees | 11.9 | 39.7 | | Audit-related fees | 0.0 | 2.0 | | Tax fees | 1.9 | 1.2 | | All other fees | 0.0 | 0.0 | | Total fees | 13.8 | 43.0 | - The company changed its independent registered public accounting firm from PricewaterhouseCoopers (PwC) to KPMG Auditores Independentes for the 2018 fiscal year[597] - Braskem relies on the general exemption from NYSE audit committee listing standards (Rule 10A-3(c)(3)) due to its Brazilian fiscal council performing similar functions[594] - Significant differences exist between Braskem's governance and NYSE standards, particularly regarding director independence, as Brazilian law does not require a majority of independent directors for a controlled company[600] PART III Financial Statements The company has elected to respond to Item 18, providing full financial statements, in lieu of this item Financial Statements This section contains the complete audited consolidated financial statements for Braskem S.A. and its subsidiaries as of and for the years ended December 31, 2018, 2017, and 2016, including the Independent Auditor's Report, primary financial statements, and detailed notes - The financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB[618][644] - The independent auditor, KPMG, issued an unqualified opinion on the consolidated financial statements for the year ended December 31, 2018[618] - The previous independent auditor, PwC, issued an unqualified opinion on the consolidated financial statements for the two years ended December 31, 2017[629] - KPMG issued an adverse opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2018, due to identified material weaknesses[622] Exhibits This section lists all exhibits filed with the annual report, including key corporate documents, agreements, required certifications, and mine safety disclosures - A list of all exhibits filed with the annual report is provided, including key corporate documents, agreements, and required certifications[613]