Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and stockholders of1. |
We have reviewed the accompanying condensed consolidated balance sheet of Companhia Siderúrgica Nacional and subsidiaries (the Company) as of June 30, 2005 and the related condensed consolidated statements of income, changes in
stockholders equity and cash flows for the six-month periods ended June 30, 2005 and 2004, all expressed in United States dollars. These interim financial statements are the responsibility of the Company's management. |
2. |
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of
persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. |
3. |
Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial information for them to be in conformity with accounting principles generally accepted in the United States of
America. |
4. |
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Companhia Siderúrgica Nacional and subsidiaries as of December 31, 2004, and the
related consolidated statements of income, changes in stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated June 6, 2005, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2004 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been
derived. |
September 19, 2005
DELOITTE TOUCHE TOHMATSU
Auditores Independentes
1
Companhia Siderúrgica Nacional |
Condensed Consolidated Balance Sheets |
Expressed in millions of United States dollars (Unaudited) |
Assets | December 31, | June 30, | ||
2004 | 2005 | |||
Current assets | ||||
Cash and cash equivalents | 970 | 881 | ||
Short-term investment | 143 | 491 | ||
Trade accounts receivable | 382 | 639 | ||
Inventories | 819 | 797 | ||
Recoverable taxes | 284 | 336 | ||
Deferred income taxes | 204 | 186 | ||
Other | 105 | 101 | ||
2,907 | 3,431 | |||
Property, plant and equipment, net | 2,143 | 2,455 | ||
Investments in affiliated companies | 188 | 216 | ||
Goodwill | 45 | 45 | ||
Other assets | ||||
Derivative assets | 129 | 93 | ||
Accounts receivable | 43 | 85 | ||
Restricted investments | 30 | 27 | ||
Restricted deposits for legal proceedings | 219 | 256 | ||
Intercompany accounts | 23 | 27 | ||
Deferred income taxes | 257 | 311 | ||
Other | 173 | 216 | ||
874 | 1,015 | |||
6,157 | 7,162 | |||
The accompanying notes are an integral part of these consolidated financial statements.
1
Companhia Siderúrgica Nacional |
Condensed Consolidated Balance Sheets |
Expressed in millions of United States dollars (Unaudited) |
Liabilities and stockholders equity | December 31, | June 30, | ||
2004 | 2005 | |||
Current liabilities | ||||
Trade accounts payable | 242 | 429 | ||
Payroll and related charges | 42 | 42 | ||
Taxes payable | 261 | 465 | ||
Interest on stockholders equity | 90 | 50 | ||
Short-term debt and advances on export contracts | 430 | 757 | ||
Accrued finance charges | 57 | 104 | ||
Derivative liabilities | 27 | 65 | ||
Other | 67 | 76 | ||
1,216 | 1,988 | |||
Long-term liabilities | ||||
Accrued pension cost | 226 | 257 | ||
Long-term debt and debentures | 2,357 | 2,737 | ||
Accrual for contingencies | 968 | 1,184 | ||
Other | 64 | 80 | ||
3,615 | 4,258 | |||
Stockholders equity | ||||
Common stock 400,000,000 shares (no par value) | ||||
authorized; 286,917,045 shares issued; | ||||
270,158,346 outstanding at June 30, 2005 and 276,893,446 | ||||
outstanding at December 31, 2004 | 2,447 | 2,447 | ||
Capital surplus | 53 | 53 | ||
Treasury stock 16,758,699 shares at June 30, 2005 and | ||||
10,023,599 shares at December 31, 2004 | (153) | (276) | ||
Retained earnings | ||||
Appropriated | 310 | 350 | ||
Unappropriated | 487 | 199 | ||
Accumulated other comprehensive loss | (1,818) | (1,857) | ||
1,326 | 916 | |||
6,157 | 7,162 | |||
The accompanying notes are an integral part of these consolidated financial statements.
2
Companhia Siderúrgica Nacional |
Condensed Consolidated Statements of Income |
Expressed in millions of United States dollars, except share data (Unaudited) |
Six-months ended June 30, | ||||
2004 | 2005 | |||
Operating revenues | ||||
Domestic sales | 1,228 | 1,921 | ||
Export sales | 530 | 536 | ||
1,758 | 2,457 | |||
Sales taxes, discounts, returns and allowances | 283 | 507 | ||
Net operating revenues | 1,475 | 1,950 | ||
Cost of products sold | 720 | 922 | ||
Gross profit | 755 | 1,028 | ||
Operating expenses | ||||
Selling | 91 | 95 | ||
General and administrative | 52 | 55 | ||
Other | (9) | 21 | ||
134 | 171 | |||
Operating income | 621 | 857 | ||
Non-operating income (expenses), net | ||||
Financial income | 41 | 35 | ||
Financial expenses | (203) | (295) | ||
Foreign exchange and monetary gain (loss), net | (201) | 266 | ||
(363) | 6 | |||
Income before income taxes and equity in results | ||||
of affiliated companies | 258 | 863 | ||
Income taxes | ||||
Current | (61) | (289) | ||
Deferred | 28 | (23) | ||
(33) | (312) | |||
Equity in results of affiliated companies | 5 | 1 | ||
Net income | 230 | 552 | ||
Basic and diluted earnings per thousand common shares | 0,80 | 2,01 | ||
Weighted average number of common shares | ||||
Outstanding during the period (in thousands) | 286,167 | 274,617 |
The accompanying notes are an integral part of these consolidated financial statements.
3
Companhia Siderúrgica Nacional |
Condensed Consolidated Statements of Cash Flows |
Expressed in millions of United States dollars (Unaudited) |
Six-months ended June 30, | ||||
2004 | 2005 | |||
Cash flows from operating activities |
||||
Net income | 230 | 552 | ||
Adjustments to reconcile net income |
||||
to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 64 | 79 | ||
Foreign exchange and monetary loss (gain), net | 201 | (266) | ||
Provision for contingencies | 25 | 23 | ||
Accrual for derivatives | (119) | 53 | ||
Residual value of equipment retired | 1 | 1 | ||
Deferred income taxes | (28) | 23 | ||
Equity in results of affiliated companies | (5) | (1) | ||
Other | (21) | (17) | ||
Decrease (increase) in operating assets | ||||
Trade accounts receivable and other | (194) | (209) | ||
Short-term investments | (206) | (21) | ||
Inventories | (167) | 131 | ||
Recoverable taxes | 7 | 41 | ||
Restricted deposits for legal proceedings | (12) | (9) | ||
Other | (10) | (10) | ||
Increase (decrease) in operating liabilities | ||||
Trade accounts payable | (47) | 156 | ||
Payroll and related charges | (7) | (8) | ||
Accrued pension cost | (4) | (8) | ||
Other | 109 | 148 | ||
Net cash provided by (used in) operating activities | (183) | 658 | ||
The accompanying notes are an integral part of these consolidated financial statements.
4
Companhia Siderúrgica Nacional |
Condensed Consolidated Statements of Shareholders Equity |
Expressed in millions of United States dollars, except number of shares (Unaudited) |
Six-months ended June 30, | ||||
2004 | 2005 | |||
Cash flows from investing activities | ||||
Additions to property, plant and equipment | (68) | (118) | ||
Capital contribution in unconsolidated investment | (137) | |||
Business acquisition of GalvaSud and ERSA, net of cash acquired | (19) | (39) | ||
Short-term investments | (470) | |||
Loans to related parties | 24 | 1 | ||
Net cash used in investing activities | (200) | (626) | ||
Cash flows from financing activities | ||||
Short-term debt, net | (413) | 190 | ||
Long-term debt | ||||
Proceeds |
458 | 432 | ||
Treasury stock | (29) | (103) | ||
Dividends and interest on stockholders equity paid | (242) | (928) | ||
Net cash used in financing activities | (226) | (409) | ||
Effects of changes in exchange rates on cash and | ||||
cash equivalents | (88) | 145 | ||
Increase (decrease) in cash and cash equivalents | (697) | (232) | ||
Cash and cash equivalents, beginning of period | 1,251 | 1,113 | ||
Cash and cash equivalents, end of period | 554 | 881 | ||
Cash paid during the period for: | ||||
Interest | 138 | 122 | ||
Income tax and social contribution, including withholding income tax | 65 | 128 | ||
Acquisition of business: | GalvaSud |
ERSA | ||
June 30, |
June 30, | |||
2004 |
2005 | |||
Fair value of assets acquired, including goodwill | 109 | 41 | ||
Fair value of liabilities assumed | (80) | (2) | ||
Purchase price | 29 | 39 | ||
Cash acquired | (10) | |||
Purchase price, net of cash acquired | 19 | 39 |
The accompanying notes are an integral part of these consolidated financial statements.
5
Companhia Siderúrgica Nacional |
Condensed Consolidated Statements of Shareholders Equity |
Expressed in millions of United States dollars, except number of shares (Unaudited) |
Six months ended June 30, |
||||||||
2004 |
2005 |
|||||||
Number |
Number |
|||||||
of shares |
of shares |
|||||||
Common stock | ||||||||
Balance, beginning and end of period | 286,917,045 | 2,447 | 286,917,045 | 2,447 | ||||
Capital surplus | ||||||||
Balance, beginning and end of period | 53 | 53 | ||||||
Treasury Stock | ||||||||
Balance, beginning of period | (10,023,599) | (153) | ||||||
Stock acquisition | (3,988,200) | (29) | (6,735,100) | (123) | ||||
Balance, end of the period | (3,988,200) | (29) | (16,758,699) | (276) | ||||
Retained earnings Appropriated | ||||||||
Investment reserve | ||||||||
Balance, beginning of period | 169 | 184 | ||||||
Transfer from (to) unappropriated retained | ||||||||
earnings | (12) | 23 | ||||||
Balance, end of period | 157 | 207 | ||||||
Legal reserve | ||||||||
Balance, beginning of period | 86 | 126 | ||||||
Transfer from (to) unappropriated | ||||||||
retained earnings |
(6) | 17 | ||||||
Balance, end of period | 80 | 143 | ||||||
Unappropriated retained earnings | ||||||||
Balance, beginning of period | (60) | 487 | ||||||
Net income | 230 | 552 | ||||||
Dividends and interest on stockholders equity | (153) | (800) | ||||||
Appropriation from (to) reserve | 18 | (40) | ||||||
Balance, end of period | 35 | 199 | ||||||
Total retained earnings | 272 | 549 | ||||||
Accumulated other comprehensive loss | ||||||||
Cumulative translation adjustments | ||||||||
Balance, beginning of period | (1,888) | (1,818) | ||||||
Change in the period | (20) | (39) | ||||||
Balance, end of period | (1,908) | (1,857) | ||||||
Total stockholders equity | 282,928,845 | 835 | 270,158,346 | 916 | ||||
Comprehensive income | ||||||||
Net income | 230 | 552 | ||||||
Translation adjustments | (20) | (39) | ||||||
Total comprehensive income | 210 | 513 |
The accompanying notes are an integral part of these consolidated financial statements.
6
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
Companhia Siderúrgica Nacional is a publicly-held company, incorporated on April 9, 1941 under the laws of the Federative Republic of Brazil (Companhia Siderúrgica Nacional and its subsidiaries are collectively referred to herein as "CSN" or "the Company").
CSN is a vertically integrated company that produces a wide range of value-added steel products, such as hot-dip galvanized sheets and tin mill products, and is Brazils sole tinplate producer. CSN also runs its own iron ore, limestone and dolomite mines, in the State of Minas Gerais and tin mine in the State of Rondônia, which supply all the needs of the Presidente Vargas Steelworks in the State of Rio de Janeiro. As a complement to its activities, the Company has also made strategic investments in railroads and power supply companies, among others.
The operating subsidiaries we consolidate are as follows: | ||||
Subsidiaries | Ownership (%) |
Main activities | ||
CSN Overseas | 100.00 | Financial Operations | ||
INAL Indústria Nacional de Aços Laminados | 99.99 | Steel Products Services Center | ||
Inal Nordeste | 99.99 | Steel Products Services Center | ||
CSN Energia | 99.90 | Trading of Electric Power | ||
CSN Export | 100.00 | Trading company | ||
CSN Islands | 100.00 | Financial Operations | ||
CSN Islands II | 100.00 | Financial Operations | ||
CSN Islands III | 100.00 | Financial Operations | ||
CSN Islands IV | 100.00 | Financial Operations | ||
CSN Islands V | 100.00 | Financial Operations | ||
CSN Islands VII | 100.00 | Financial Operations | ||
CSN Islands VIII | 100.00 | Financial Operations | ||
CSN Islands IX | 100.00 | Financial Operations | ||
CSN Participações Energéticas | 99.70 | Participation in other companies through equity stakes | ||
CSN I | 99.67 | Participation in other companies through equity stakes | ||
GalvaSud | 100.00 | Steel Products Service Center | ||
CSN Cimentos | 99.99 | Cement production | ||
Cia. Metalic Nordeste | 99.99 | Metallurgy | ||
CSN Steel | 100.00 | Participation in other companies through equity stakes | ||
CSN Iron | 100.00 | Financial Operations | ||
CSN Energy | 100.00 | Participation in other companies through equity stakes | ||
CSN Energy I | 100.00 | Participation in other companies hrough equity stakes | ||
CSN Cayman | 100.00 | Trading company | ||
Management Services | 100.00 | Services | ||
CSN Panama | 99.99 | Participation in other companies through equity stakes | ||
Estanho de Rondônia ERSA | 100.00 | Mining | ||
CSN Aceros | 100.00 | Participation in other companies through equity stakes |
The accompanying notes are an integral part of these consolidated financial statements.
7
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
Sepetiba Tecon | 100.00 |
Maritime port services | ||
Tangua | 100.00 |
Participation in other companies through equity stakes | ||
Companhia Siderúrgica Nacional LLC | 100.00 |
Steel Products |
The condensed consolidated interim financial statements of Companhia Siderúrgica Nacional for the six-months ended June 30, 2005 and 2004 are unaudited. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods presented.
These condensed consolidated interim financial statements have been prepared on the same basis as the Companys audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America U.S. GAAP for the year ended December 31, 2004 and should be read in conjunction therewith. The results for the six-months ended at June 30, 2005 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated interim financial statements do not include all the disclosures required by U.S. GAAP. Such accounting principles differ in certain respects from the Brazilian accounting principles applied by the Company in its statutory financial statements prepared in accordance with the Brazilian Corporate Law.
In preparing the consolidated financial statements, the use of estimates is required to account for certain assets, liabilities and other transactions. The Company's condensed consolidated interim financial statements therefore include various estimates concerning the selection of useful lives of property, plant and equipment and goodwill, provisions necessary for losses on accounts receivable and for contingent liabilities, employee post-retirement benefits and other similar evaluations. Actual results may vary from estimates.
The U.S. dollar amounts for the periods presented have been translated from the Brazilian currency amounts in accordance with the criteria set forth in Statement of Financial Accounting Standards No. 52 Foreign Currency Translation (SFAS 52).
All assets and liabilities are translated into U.S. dollars at the exchange rate at June 30, 2005 (R$ 2.3504 to US$ 1.00), and all accounts in the statements of income and cash flows (including amounts relative to local currency indexation and exchange variances on assets and liabilities denominated in foreign currency), at the average rates prevailing during the period. The translation gain or loss is included in the cumulative translation adjustment component of stockholders equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the Brazilian currency are included in the results of operations as incurred.
3 Recently issued accounting pronouncementsIn June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS 154 requires retrospective application to financial statements of prior periods for changes in accounting principles. This statement is effective January 1, 2006. We do not expect FASB No. 154 to have any significant impact on our financial position, results of operations or cash flows.
The accompanying notes are an integral part of these consolidated financial statements.
8
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations. This statement requires companies to recognize a liability for the fair value of a legal obligation to perform asset retirement obligations that are conditional on a future event if the amount can be reasonably estimated. This statement becomes effective on December 31, 2005. CSN is currently evaluating the impact, if any, of this statement on the Company.
4 Income taxesIncome taxes in Brazil comprise federal income tax and social contribution (which is an additional federal income tax). The statutory rates applicable in 2004 and the period as of June 30, 2005 are 25% for Federal income tax and 9% for the social contribution.
The amounts reported as income tax benefit (expense) in these financial statements are reconciled to the statutory rates as follows:
Six-months ended June 30, |
||||
2004 | 2005 | |||
Income before income taxes and equity in results | ||||
of affiliated companies | 258 | 863 | ||
Federal income tax and social contribution | ||||
at statutory rates | (88) | (293) | ||
Adjustments to derive effective tax rate | ||||
Interest in stockholders equity | 31 | 17 | ||
Nontaxable income from operations outside Brazil | (26) | |||
Taxes losses from operations outside Brazil | 9 | |||
Other temporary differences | 15 | (10) | ||
Tax expense per statements of operations | (33) | (312) | ||
The major components of deferred income tax accounts in the balance sheet are as follows:
December 31, | June 30, | |||
2004 | 2005 | |||
Current assets | ||||
Tax loss carryforwards | 86 | 62 | ||
Deductible temporary differences | 118 | 124 | ||
Net current deferred tax assets | 204 | 186 | ||
Non-current assets | ||||
Deductible temporary differences | 209 | 255 | ||
Accrued pension cost | 77 | 87 | ||
Property, plant and equipment basis difference | (29) | (31) | ||
Non-current deferred tax assets | 257 | 311 | ||
Management believes that the deferred income tax assets are fully realizable and that therefore no valuation allowance is required.
The accompanying notes are an integral part of these consolidated financial statements.
9
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
Deferred income tax arising from tax losses was set up based on CSNs historical profitability and on projections of future profitability duly approved by the Companys management bodies. These credits are expected to be substantially
offset during 2005.
5 Cash and cash equivalents and Short-term investment
December 31, | June 30, | |||
2004 | 2005 | |||
Cash in hand and bank deposits | ||||
Local currency | 31 | 59 | ||
Time deposits (up to 90 days) | ||||
U.S. dollars | 317 | 616 | ||
Investment Funds | ||||
Local currency | 622 | 206 | ||
Total cash and cash equivalents | 970 | 881 | ||
Total short-term investment | 143 | 491 | ||
The Company invests surplus cash in time deposits and investment funds. Investments funds classified as cash and cash equivalents are comprised, mainly, of short-term Brazilian Government bonds with maturity of three months or less when purchased. Total short-term investments are comprised of short-term Brazilian bonds that are classified as trading investments and have maturities of over three months when purchased. At June 30, 2005, total short-term investments also include an investment in an international government bond amounting to US$470 which is classified as held to maturity. The fair value of this bond, which matures in December 2005, approximated its book value.
6 Trade accounts receivable
December 31, | June 30, | |||
2004 | 2005 | |||
Domestic | 285 | 457 | ||
Export Denominated in U.S. dollars | 128 | 221 | ||
413 | 678 | |||
Allowance for doubtful accounts | (31) | (39) | ||
Total | 382 | 639 | ||
No single customer accounted for more than 10% of total trade accounts receivable at June 30, 2005 or December 31, 2004, or total revenues in the six-months ended June 30, 2005 and 2004.
The accompanying notes are an integral part of these consolidated financial statements.
10
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
The allowance for doubtful accounts is considered sufficient by management to absorb eventual losses on uncollectible accounts.
7 Inventories
December 31, | June 30, | |||
2004 | 2005 | |||
Finished goods | 192 | 120 | ||
Products in process | 89 | 221 | ||
Raw material | 423 | 304 | ||
Spare parts and maintenance supplies | 108 | 124 | ||
Other | 7 | 28 | ||
Total | 819 | 797 | ||
8 Property, Plant and equipment
December 31, 2004 |
||||||
Accumulated |
||||||
Cost |
Depreciation |
Net |
||||
Land | 21 | 21 | ||||
Buildings | 134 | 13 | 121 | |||
Equipment | 3,032 | 1,142 | 1,890 | |||
Furniture and fixtures | 23 | 18 | 5 | |||
Vehicles | 5 | 4 | 1 | |||
Other | 79 | 31 | 48 | |||
3,294 | 1,208 | 2,086 | ||||
Construction in progress | 57 | 57 | ||||
3,351 | 1,208 | 2,143 | ||||
June 30, 2005 |
||||||
Accumulated |
||||||
Cost |
Depreciation |
Net | ||||
Land | 29 | 29 | ||||
Buildings | 153 | 17 | 136 | |||
Equipment | 3,495 | 1,373 | 2,122 | |||
Furniture and fixtures | 26 | 21 | 5 | |||
Vehicles | 5 | 4 | 1 | |||
Other | 85 | 36 | 49 | |||
3,793 | 1,451 | 2,342 | ||||
Construction in progress | 113 | 113 | ||||
3,906 | 1,451 | 2,455 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
11
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
Construction in progress consists principally of a group of investments in equipment in order to improve the productivity of the Companys production units and quality of its products. The main investments are in the area of environmental protection, cost reduction, infrastructure and automation, and information and telecommunication technologies. In the six-months ended June 30, 2005, capitalized interest amounted to US$1 (R$1 in 2004).
9 Loans, Financing and Debentures
December 31, 2004 |
June 30, 2005 |
|||||||||||||||
Long-term |
Short-term |
Long-term |
Short-term |
|||||||||||||
CSN |
Subsidiaries |
CSN |
Subsidiaries |
CSN |
Subsidiaries |
CSN |
Subsidiaries |
|||||||||
Foreign Currency | 453 |
1,501 |
116 |
292 |
404 |
1,887 |
251 |
483 | ||||||||
Denominated in | ||||||||||||||||
Brazilian Reais | 398 |
5 |
18 |
4 |
440 |
6 |
20 |
3 | ||||||||
851 |
1,506 |
134 |
296 |
844 |
1,893 |
271 |
486 | |||||||||
Total of loans and financing | 2,357 |
430 |
2,737 |
757 |
||||||||||||
The table below represents the financing by the Company through its subsidiaries during the period.
Subsidiaries |
Description | Principal | Issuance | Maturity | Interest | |||||
(US$ million) | rate (p.a.) | |||||||||
CSN Islands IX | Notes | 200 | January/2005 | January/2015 | 10% | |||||
CSN Export | Securitization | 250 | June/2005 | May/2015 | 6,148% |
The funds raised in the foregoing table were added to working capital, increasing the Companys liquidity.
The long-term portion of the Company´s debt outstanding at June 30, 2005 becomes due as follows
2006 | 355 | |
2007 | 225 | |
2008 | 533 | |
2009 | 180 | |
2010 and thereafter | 1,444 | |
Total | 2,737 | |
The accompanying notes are an integral part of these consolidated financial statements.
12
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
10 Commitments and contingencies
(a) Accruals and deposits
The accruals for contingencies and the related legal deposit balances are as follows:
December 31, 2004 | June 30, 2005 |
|||||||
Deposits | Accruals | Deposits | Accruals | |||||
Short-term (*) | ||||||||
Labor | 3 | 3 | ||||||
Civil | 3 | 7 | ||||||
6 | 10 | |||||||
Long-term | ||||||||
Labor | 10 | 45 | 13 | 37 | ||||
Civil | 2 | 25 | 3 | 32 | ||||
Tax | ||||||||
IPI | 268 | 327 | ||||||
Social contribution | 83 | 131 | 97 | 201 | ||||
Income tax | 81 | 151 | 92 | 178 | ||||
PIS/COFINS Law | ||||||||
No. 9,718/99 | 98 | 116 | ||||||
CPMF | 105 | 138 | ||||||
Other tax | 41 | 71 | 48 | 83 | ||||
Other | 2 | 74 | 3 | 72 | ||||
219 | 968 | 256 | 1,184 | |||||
The amounts presented below refer only to the parent company; since the accruals for contingencies relating to subsidiaries are not considered significant by management.
Labor contingenciesFor the six-months ended June 30, 2005, these are primarily represented by 6,446 (5,400 in December 2004) labor claims in which CSN is the defendant. For this period, the amount of the accrual for these contingencies was US$40 (US$48 in December 2004). Most of the lawsuits are related to CSNs joint liability with independent contractors, wage equalization, additional payments for unhealthy and hazardous activities, overtime and disagreement between employees and the Brazilian Government over the amount of severance payable by CSN.
The lawsuits related to CSNs joint liability with independent contractors represent a large portion of the total labor lawsuits against the Company and originated from the non-payment by the independent contractors of employee obligations, which results in CSNs inclusion in the lawsuits.
The most recent lawsuits originating from CSNs joint liability with independent contractors have generally been decided in favor of CSN due to procedures that have been adopted by the Company in order to inspect and assure the compliance of the wage payments and social charges withdrawals by the independent contractors, which have been in operation since 2000.
The accompanying notes are an integral part of these consolidated financial statements.
13
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
The higher number in labor claims has originated from lawsuits relating to severance payable by CSN as discussed above.
CivilThese are mainly claims for indemnities associated with the civil judicial processes in which the Company is involved. Such proceedings, in general, originated from occupational accidents and diseases related to industrial activities of the Company. For all these disputes, until June 30, 2005, the Company accrued the amount of US$39 (US$28 at December 31, 2004).
Tax contingencies Imposto sobre produto industrializado IPI (Excise Tax) presumed credit on inputs
The Company brought an action pleading the right to a tax credit with respect to the acquisition of the Companys goods that were exempt, non-taxed goods, or taxed at zero rates. In May 2003 the preliminary decision was obtained in authorizing the use of these credits.
As of June 30, 2005, the accrual related to the total credits used to offset IPI tax payable, which amounted to US$281 (US$231 at December 2004).
IPI premium credit over exportsThe Company brought an action pleading the right to the IPI premium credit with respect to exports and a preliminary favorable decision was obtained authorizing the use of these credits.
As of June 30, 2005, the credits used to offset IPI tax payable amounted to US$46 (US$37 at December 2004) as update by (Selic-index used to update taxes in Brazil).
Social contribution and income taxThe Company claims that, in connection with the correction of the distortion in the calculation of the basis for the income tax and social contribution as a result of the use of the Consumer Price Index (IPC) of January 1989 (referred to as the Plano Verão), it is entitled to a refund of 51.87% of the tax liability determined under the Plano Verão. In the first quarter of 2003, the Tribunal Regional Federal TRF, the regional tax court, confirmed lower court rulings establishing that the percentage to which CSN is entitled is 42.72% (Jan/89) minus the applicable index of 10.14% (Feb/89). As a result, as of December 31, 2002, CSN reversed US$32, or approximately half, of its accrual for this tax liability. CSN is pursuing the balance of its claim. Therefore, the Company has registered as of June 30, 2005, an accrual in the amount of US$26 (US$23 at December 2004).
In February 2003, the Company was assessed by tax authorities based on its prior years social contribution and income tax. On August 21, 2003, the Federal Revenue Agency canceled such tax assessment but, in November 2003, the Company was reassessed, on the same matter. Therefore, the Company has recorded an accrual as of June 30, 2005 in the amount of US$170 (US$144 at December 2004). It is regarding a fine over tax loss carryfowards calculation.
The accompanying notes are an integral part of these consolidated financial statements.
14
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
The Company filed an action questioning the assessment of social contribution on income in respect of export revenues, based on the Constitutional Amendment nº 33/01. On March 10, 2003, the Company obtained an initial decision authorizing the exclusion of export revenues from the calculation, as well as offsetting amounts paid on these revenues from 2001. On June 30, 2005, the offsetting amounts were US$183 (US$115 at December 2004), which includes legal costs.
PIS/COFINS Law No. 9,718/99
CSN is appealing the legality of Law No. 9,718/99, which increased the PIS and COFINS (social financial contribution tax) calculation basis and imposed this tax on the revenue of CSN. The amount of this accrual was US$116 at June 30, 2005 (US$98 at December, 2004). CSN obtained a favorable verdict in the lower court and the suit is going through a compulsory review by the TRF.
CPMF - Provisional contribution on financial activities tax
CSN has been appealing the CPMF (Provisional Contribution on Financial Activities) tax since the promulgation of Constitutional Amendment No. 21/99. The amount of this accrual was US$138 as of June 30, 2005 (US$105 as of December 31, 2004). CSN obtained a favorable verdict in the lower court and the suit is on appeal to the TRF. The most recent precedents by the courts have not been favorable to CSNs position. A loss is probable.
Environmental Regulation
The Company is subject to Brazilian federal, state and municipal environmental laws and regulations governing air emissions, waste water discharges, and solid and hazardous waste handling and disposal. The Company is committed to controlling the substantial environmental impact caused by steelmaking, mining and port operations, in accordance with international standards and in compliance with environmental laws and regulations in Brazil. The Company believes that it is in substantial compliance with applicable environmental requirements.
The Brazilian Federal Constitution gives both the federal and state governments power to enact environmental protection laws and issue regulations under such laws. In addition, the Company is subject to municipal environmental laws and regulations. While the Brazilian Government has power to promulgate environmental regulations setting forth-minimum standards of environmental protection, state governments have the power to enact more stringent environmental regulations. Most of the environmental regulations in Brazil are thus at the state and local level rather than at the federal level. The environmental regulations of Rio de Janeiro State, in which the Presidente Vargas steelworks is located, are plant specific. Thus, specific goals and standards are established in operating permits or environmental accords issued to each company or plant that complement the standards and regulations of general applicability and are required to be maintained throughout the life of the permit or accord. The terms of such operating permits are subject to change and are likely to become stricter. All of the Companys facilities have operating permits, except for the Sepetiba coal terminal, which operates under a specific environmental accord, as described below.
The accompanying notes are an integral part of these consolidated financial statements.
15
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
The Company records an accrual for remediation costs and environmental lawsuits when a loss is probable and the amount can be reasonably estimated. The Company does not anticipate that costs for environmental lawsuits, to the extent not previously accrued, will have a material adverse effect on its consolidated financial position. The accrual for environmental contingencies in the amount of R$ 11 million (US$4) relates mainly to penalties and lawsuits imposed on the Companys coal mines, which have been decommissioned since 1989; fines related to consent orders issued between 1986 and 1998 on the Presidente Vargas Steelworks; and provisional costs on environmental remediation that applies to old landfills liabilities around the main steelworks .
The Company operates a corporate environmental department managed under an Environmental Management System (EMS), compliant with ISO 14001 requirements. The Company received the ISO 14001 Certificate for its iron ore mining operations in December 2000 and for its steelmaking units and limestone mining operations in December 2002. All certifications have been periodically renewed.
The Company signed an accord relating to environmental matters at the Presidente Vargas Steelworks in September 1994 with Fundação Estadual de Engenharia do Meio-Ambiente (environmental protection agency of the State of Rio de Janeiro or FEEMA), which was amended in January 1996, December 1998 and January 2000 (the FEEMA Accord). Under the last amendment of this accord, the Company was obligated to make over three years expenditures aggregating R$181 million (US$101) on 130 items, which included environmental technology and construction of new equipment to control soil, air and water pollution. The Company also agreed in the amendment to spend R$14 million (US$5) to build sanitation facilities to benefit the Volta Redonda community (the Compensatory Measures), which is fully accrued.
The Accord was considered completed by the Rio de Janeiro State Environmental Authority in May 2003. Between July and October, all operations permits of Presidente Vargas Steelworks were recovered, and remain valid for 5 years. The Company had invested under the FEEMA Accord an aggregate of R$263.6 million (US$125.4 based on the average exchange rate at the date of the cash disbursement), completing all 130 items, and spent R$13 million (US$6.2) on new infrastructure and community services. Total expenditures related to the FEEMA Accord stated in reais are increased due to the impact of real devaluation on investments indexed in foreign currency.
As a result of these expenditures and the Companys continuing compliance with the FEEMA Accord, one third of the environmental fines on the Presidente Vargas Steelworks of R$36 million (US$20) have been dismissed as of December 2003. During 2004, the procedure to dismiss the remaining two thirds of these environmental fines was suspended, but the Company believes these remaining fines will eventually be dismissed.
From 2002 to 2004, soil investigations were made in the neighboring areas of Presidente Vargas Steelworks at Volta Redonda, as a consequence of the FEEMA Accord. These areas had received landfills of solid waste from operations. The survey pointed out two areas of land that require environmental remediation. The clean-up activities are planned to be implemented until the end of 2010, at a projected total cost of R$25 million (US$8.6), which is fully accrued.
The Company also entered into an accord relating to environmental matters at the Presidente Vargas Steelworks with the city of Volta Redonda in January 1995 (the January 1995 Accord). Under the January 1995 Accord, the Company invested R$1.4 million (US$0.8) in an environmental quality program designed to preserve the environment and provide assistance to the Volta Redonda community. The priority of the program is to compensate the city of Volta Redonda for environmental damage allegedly caused by the Presidente Vargas Steelworks. This program, requiring total expenditures of R$16.4 million (US$5.6), has been suspended since 2000 as a result of an appeal by the state public attorneys office, and it is still awaiting a courts final decision.
The accompanying notes are an integral part of these consolidated financial statements.
16
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
On November 30, 2001, the Company entered into a commitment, which is similar to the January 2000 amendment of the FEEMA Accord, with SEMADS - Rio de Janeiro State, Secretariat for Environment and Sustainable Development (the SEMADS Accord), in which it undertook to bring the Sepetiba coal terminal into compliance with applicable environmental laws and regulations by May 31, 2004. The Company was unable to meet the deadline due to, among other things, a weather-related accident and has requested an extension of the deadline. An amendment to this SEMADS Accord was signed on May 28th, 2004, and extends the deadline for the completion to December 2006. Pursuant to the SEMADS Accord, the Company has already installed equipment and systems to control and monitor air emissions, as well as sea pollution from port activities and handling imported coal. The total amount involved in the original SEMADS Accord was approximately R$4.6 million (US$1.6); the additional obligations amount to approximately R$5.1 million (US$1.8) . Approximately R$2.3 million (US$0.8) remains to be spent and is fully accrued.
Prior to 1990, the Company operated coal mining facilities in the Santa Catarina State. As a part of these operations, it and other companies used waste ponds, as well as landfills for sulfur containing solid wastes. The state environmental authority has required 11 mining Companies CSN among them and the Federal Government to take environmental corrective actions to restore the waste ponds and landfill areas. CSN has developed and has begun to implement a restoration plan consisting of 13 Consent Orders signed with the Santa Catarina State Environmental Authority, with a total projected cost of approximately R$20 million (US$6.8) which R$11 million (US$4.1) are accrued. In 2001, this effort remedied the first areas with good results. The aggregate expenditures on this remediation in the last three years were R$0.7 million (US$0.2) in 2002; R$2.4 million (US$ 0.8) in 2003; R$4.2 million (US$1.4) in 2004 and R$2.9 million (US$1.2) from January to June 2005.
Other tax accrualsOther tax accruals relate to a variety of disputes. No single group of similar claims constitutes more than 5% of total accruals.
The accompanying notes are an integral part of these consolidated financial statements.
17
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
Other commitments
At June 30, 2005, we had extended guarantees for borrowings obtained by affiliates, amounted US$1,630.4, as follows:
Companies | Currency | Notional (in USD) |
Expiration Date | Conditions | ||||
CFN | R$ | 7,7 | Indeterminate | Guarantee of BNDES financing | ||||
CFN | R$ | 9,8 | May 03, 2006 | Guarantee of BNDES financing | ||||
CFN | R$ | 10,2 | November 13, 2009 | Guarantee of BNDES financing | ||||
CFN | R$ | 8,5 | March 02, 2006 | Guarantee of BNDES financing | ||||
CFN | R$ | 8,.2 | May 04, 2006 | Guarantee of BNDES financing | ||||
Cia. Metalic | R$ | 2,0 | May 05, 2008 | Promissory notes/guarantee given to Banco Santos | ||||
referring to contracts for the financing of equipment | ||||||||
Promissory notes/guarantee given to BEC Provin and ABC | ||||||||
Cia. Metalic | R$ | 3,1 | January 30, 2006 | Brasil referring to working capital contracts | ||||
Guarantee given to BNDES, for contracts referring to | ||||||||
Cia. Metalic | R$ | 8,5 | January 15, 2006 | financing of machinery and equipment | ||||
CSN Cimentos | R$ | 11,5 | June 6, 2006 | Guarantee for execution of outstanding debt with INSS | ||||
CSN Iron | US$ | 79,3 | January 6 , 2007 | Promissory note of Eurobond operation | ||||
CSN Islands V | US$ | 150,0 | July 7 , 2005 | Installment of guarantee by CSN in Bond issuance | ||||
CSN Islands VII | US$ | 275,0 | September 12, 2008 | Installment of guarantee by CSN in Bond issuance | ||||
CSN Islands VIII | US$ | 550,0 | December 16, 2013 | Installment of guarantee by CSN in Bond issuance | ||||
CSN Islands IX | US$ | 450,0 | January 15, 2015 | Installment of guarantee by CSN in Bond issuance | ||||
CSN Overseas | US$ | 20,0 | October 29, 2009 | Installment of guarantee by CSN in Promissory Notes | ||||
issuance | ||||||||
INAL | R$ | 1,5 | March and April 15 , | Personal guarantee in equipment financing | ||||
2006 | ||||||||
INAL | US$ | 1,4 | March 26, 2008 | Personal guarantee in equipment financing | ||||
Personal guarantee in financing for the acquisition of | ||||||||
Sepetiba Tecon | US$ | 33,5 | September 15, 2013 | equipment and implementation of terminal | ||||
1,630.2 | ||||||||
We have not provide any significant guarantees which would require fair values adjustments under FIN 45 Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others
The guarantees mentioned do not have any restrictions.
At the Annual and Extraordinary General Meeting held on April 29, 2004, CSN approved the proposal made by the Board of Directors on March 30, 2004, to reverse split the shares of capital stock, whereby each share of capital stock first became represented by 4 shares, followed by a reverse split of these shares in the proportion of 1,000 shares for 1 share, which resulted in a reverse split of 250 shares into 1, as well as the change in the share-to-ADR ratio of 1 share to 1 ADR.
The Companys capital stock on June 30, 2005 and December 31, 2004, was comprised of 270,158,346 and 276,893,446, respectively, common shares after giving retroactive effect to this reverse stock split. Each common share entitles the owner to one vote.
The accompanying notes are an integral part of these consolidated financial statements.
18
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
The Board of Directors approved share buyback programs by the Company to hold in treasury for subsequent sale and/or cancellation, made in accordance with the limits and provisions of CVMs Instruction # 10/80.
While maintained in treasury, these shares are not entitled to receive dividends and have no property rights or voting rights. As of June 30, 2005, the market value of the shares held in treasury amounted to US$272.
(c) Appropriated retained earningsBrazilian laws and CSNs by-laws require that certain appropriations be made from retained earnings to reserve accounts on an annual basis. The purpose and basis of appropriation to such reserve accounts are described below:
Investment reserve - this is a general reserve for future expansion of CSNs activities. |
Legal reserve - this reserve is a requirement for all Brazilian corporations and represents the annual appropriation of 5% of net income up to a limit of 20% of capital stock, as determined according to Brazilian Corporate Law. This reserve may be used to increase capital or to absorb losses, but may not be distributed as cash dividends. |
(d) Dividends and interest on stockholders equity
The Companys by-laws guarantee a minimum annual dividend equal to 25% of the adjusted net income for the year, as required by the Brazilian Corporate Law. Interest on stockholders equity since January 1, 1996 is considered part of the minimum dividend.
12 Segment and geographical informationThe Company has adopted SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information (SFAS 131) with respect to the information it presents about its operating segments. SFAS 131 introduces a management approach concept for reporting segment information, whereby financial information is required to be reported on the same basis that the top decision-maker uses such information internally for evaluating segment performance and deciding how to allocate resources to segments.
The Company has five officials on its Board of Executive Officers (including the Chief Executive Officer) reporting to the CEO. Each one of them is responsible for a sector: Production, Commercial, Infrastructure/ Energy, Investments and Subsidiary Administration.
The Chief Executive Officer is responsible for finance operations, legal, corporate human resources, CBS (CSNs Pension Fund) and procurement. The Production Executive Officer is responsible for the manufacturing of CSNs steel, steel products and information technology. The Commercial Executive Officer is responsible for the sales and marketing of CSNs steel products. The Infrastructure/Energy Executive Officer is responsible for the Companys mines, investments in logistics (railways and ports), real estate, logistics and power generation. The Investments Executive Officer is responsible for future capacity expansions and opportunities in the international markets analysis, as well as for investor relations and accounting controls. The Subsidiary Administration Executive Officer is responsible for communications, CSN Foundation and for the affiliated companies.
The accompanying notes are an integral part of these consolidated financial statements.
19
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
Information presented to top management with respect to the performance of each segment is generally derived directly from the accounting records maintained in accordance with the accounting practices adopted in Brazil together with certain relatively minor intersegment allocations.
Information for the SteelOperations and SteelCommercial segments are being presented aggregated, as they are all related to the steel business.
Information for the functions of the CEO, Investments Executive Officer and Administration and Participation´s Executive Officer are being presented aggregated under Corporate and Investments.
Sales by geographic area are determined based on the location of the customers.
The majority of the Companys long-term assets are located in Brazil.
Six-months ended June 30, 2004 | ||||||||
Corporate | Infrastructure | |||||||
and | / | |||||||
Steel | Investments | Energy | Consolidated | |||||
Results | ||||||||
Revenues | ||||||||
Domestic sales | 1,218 | 10 | 1,228 | |||||
Export sales | 530 | 530 | ||||||
Sales taxes, discounts, returns and | ||||||||
allowances | (282) | (1) | (283) | |||||
Cost and operating expenses | (845) | (9) | (854) | |||||
Financial income | 41 | 41 | ||||||
Financial expenses | (203) | (203) | ||||||
Foreign exchange and monetary loss | (201) | (201) | ||||||
Other non-operating income | ||||||||
Income taxes | (33) | (33) | ||||||
Equity in results of affiliated companies | 5 | 5 | ||||||
Net income (loss) | 621 | (396) | 5 | 230 | ||||
Year ended December 31, 2004 | ||||||||
Other information | ||||||||
Total assets | 4,468 | 1,397 | 292 | 6,157 | ||||
Capital expenditures | 154 | 24 | 178 | |||||
Investments in affiliated companies | 41 | 147 | 188 | |||||
Goodwill | 41 | 4 | 45 | |||||
Depreciation and amortization expenses | (128) | (11) | (139) |
The accompanying notes are an integral part of these consolidated financial statements.
20
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
Six-months ended June 30, 2004 | ||||||||
Corporate | Infrastructure | |||||||
and | / | |||||||
Steel | Investments | Energy | Consolidated | |||||
Sales by geographic area | ||||||||
Asia | 34 | 34 | ||||||
North America | 317 | 317 | ||||||
Latin America | 42 | 42 | ||||||
Europe | 121 | 121 | ||||||
Other | 16 | 16 | ||||||
Export sales | 530 | 530 | ||||||
Domestic sales | 1,218 | 10 | 1,228 | |||||
Total | 1,748 | 10 | 1,758 | |||||
Six-months ended June 30, 2005 (unaudited) | ||||||||
Corporate | ||||||||
and | Infrastructure/ | |||||||
Steel | Investments | Energy | Consolidated | |||||
Results | ||||||||
Revenue | ||||||||
Domestic sales | 1,904 | 17 | 1,921 | |||||
Export sales | 536 | 536 | ||||||
Sales taxes, discounts, returns and | ||||||||
allowances | (507) | (507) | ||||||
Cost and operating expenses | (1,075) | (18) | (1,093) | |||||
Financial income | 35 | 35 | ||||||
Financial expenses | (295) | (295) | ||||||
Foreign exchange and monetary gain | 266 | 266 | ||||||
Other non-operating income | ||||||||
Income taxes | (312) | (312) | ||||||
Equity in results of affiliated | ||||||||
companies | 1 | 1 | ||||||
Net income (loss) | 858 | (306) | 552 | |||||
Other information | ||||||||
Total assets | 4,235 | 2,787 | 88 | 7,110 | ||||
Capital expenditures | 113 | 5 | 118 | |||||
Investments in affiliated companies | 29 | 187 | 216 | |||||
Goodwill | 41 | 4 | 45 | |||||
Depreciation and amortization | ||||||||
expenses | (77) | (2) | (79) |
The accompanying notes are an integral part of these consolidated financial statements.
21
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
Six-months ended June 30, 2005 | ||||||||
Corporate | Infrastructure | |||||||
and | / | |||||||
Steel | Investments | Energy | Consolidated | |||||
Sales by geographic area | ||||||||
Asia | 70 | 70 | ||||||
North America | 246 | 246 | ||||||
Latin America | 54 | 54 | ||||||
Europe | 139 | 139 | ||||||
Other | 27 | 27 | ||||||
Export sales | 536 | 536 | ||||||
Domestic sales | 1,904 | 17 | 1,921 | |||||
Total | 2,440 | 17 | 2,457 | |||||
13 Derivatives |
13.1. General description and accounting practices |
Although most of the Companys revenues are denominated in Brazilian reais, the Companys debt was basically denominated in foreign currencies (see note 11), which includes short and long-term debt and accrued finance charges. Accordingly, the Company is exposed to market risk from changes in foreign exchange rates and interest rates. The Company manages risk arising from fluctuations in currency exchange rates, which affect the amount of Brazilian reais necessary to pay foreign currency denominated obligations, by using derivative financial instruments, primarily cross-currency swaps with financial institutions.
The Companys contracts do not meet the criteria to qualify as the hedge of an exposure to foreign currency or interest rate risk. Therefore, the Company has accounted for the derivative transactions by calculating the unrealized gain or loss at each balance sheet date, and changes in the fair value of all derivatives are recorded in current operations.
On June 30, 2005, the consolidated position of outstanding derivative agreements was as follows:
Agreement | Market value | |||||
Maturity | Notional amount | Gain / (loss) | ||||
Exchange swaps registered with CETIP (Contracted by | ||||||
exclusive funds | Jan 7th | $780 | ($53) | |||
Exchange derivatives listed at BM&F (Options, forward | Daily adjusted at | |||||
US$, SCC and DDI) - contracted by exclusive funds) | Apr 2005 to Jul 2008 | $188 | market | |||
Variable income swap (*) | July 28th , 2006 | $49.1 | $99.1 |
The accompanying notes are an integral part of these consolidated financial statements.
22
Companhia Siderúrgica Nacional
Notes to the Condensed Consolidated Financial Statements Expressed in millions of United States dollars (Unaudited)
Options (listed at BM&F or at CETIP - contracted | March 1st , 2006 | $400 | ($33) | |||
by exclusive fund) | ||||||
Derivatives from interest listed at BM&F (DI) | Daily adjusted at | |||||
contracted by exclusive funds | Apr 2006 to Jan 2007 | $0,6 | market |
(*) |
Refers to non-cash swap under which, at the end of the contract, the counterparts remunerates the Company based on the variation of equity assets. Therefore CSN Steel, a Company subsidiary remunerates the same notional updated value at the pre-fixed
rate of 7.5% per annum. |
The Company entered into cross-currency swap agreements (intended to protect the Company from the effect that a devaluation of the real would have on its liabilities denominated in foreign currency). Basically, the Company swapped its indebtedness index from the U.S. dollar fixed rate to Brazilian real overnight floating rate (Interbank deposit certificate-CDI). The aggregated notional amount of these swaps is US$780 millions.
b) Exchange derivatives listed on BM&FAs of June 30, 2005, the Company had a long position of 3,735 contracts under U.S. dollar futures listed on BM&F (Bolsa de Mercadorias e Futuros the Brazilian derivative exchange): this is equivalent to US$188 millions. These contracts are settled daily and therefore their mark-to-market value is zero as of June 30, 2005; as the value date always occurs on the following day, the amount of the contract is reset to zero after market closes and there is a cash provision to be settled on the next day. These contracts have similar effect of foreign exchange swaps in terms of hedging the companys U.S. dollar exposure.
c) Equity swap agreementsThe contracts outstanding at December 31, 2004 and June 30, 2005, all the contracts with maturity on July 28, 2006, were as follows:
Market | ||||||||||||
Volume | Receivable | Payable | value | |||||||||
December | June | December | June | December | June | |||||||
2004 | 2005 | 2004 | 2005 | 2004 | 2005 | |||||||
49.1 | 132.6 | 159.8 | (60.4) | (60.7) | 128.8 | 92.6 | ||||||
The net unrealized gain related to these contracts amounted to US$92.6 as of June 30, 2005 (US$128.8 on December 31, 2004).
14 Fair value of financial instruments, other than derivatives
Excluding the financial instruments presented in the table below, the Company considers that the carrying amount of its financial instruments generally approximates fair market value because of the short-term maturity or frequent repricing of these instruments, and the fact that non-indexed instruments are stated at present value.
The accompanying notes are an integral part of these consolidated financial statements.
23
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
The financial instruments recorded in the balance sheet as of December 31, 2004 and as of June 30, 2005, in which market value differs from the book value, are as follows:
Book Value | Fair Value | |||||||
December | June 30, | December | June 30, | |||||
31, 2004 | 2005 | 31, 2004 | 2005 | |||||
Loans and financing (short and long term) | 2,844 | 3,597 | 2,773 | 3,693 |
Exchange Rate Risk
Although most of the revenues of the Company are in Brazilian reais, as of June 30, 2005, US$3,025 of the Companys consolidated loan and financing debt were denominated in foreign currency (US$2,362 on December 31, 2004). As a consequence, the Company is subject to changes in exchange rates and manages the risk of these rate fluctuations to the value in Brazilian reais that will be necessary to pay the liabilities in foreign currency, using derivative financial instruments, mainly futures contracts, swaps and forward contracts and FX option agreement, as well as investing of a great part of its cash and funds available in securities remunerated based on U.S. dollar exchange variation.
(b) Credit RiskThe credit risk exposure with financial instruments is managed through the restriction of counterparties in derivative instruments to large financial institutions with high quality of credit. Thus, management believes that the risk of non-compliance by the counterparties is insignificant. The Company neither maintains nor issues financial instruments with commercial aims. The selection of customer as well as the diversification of its accounts receivable and the control on sales financing terms by business segment are procedures that CSN adopts to minimize occasional problems with its trade partners. Since part of the Companys funds available is invested in the Brazilian government bonds, there is exposure to the credit risk with the government.
15 Subsequent eventsOn July 7, 2005, the Company held an Extraordinary General Meeting at which the majority of those attending the meeting approved the cancellation of 14,849,099 shares held in treasury, without reduction in the Companys common stock. The amendment to the caput of the Article 5 and the caput of the Article 7 of the Companys Bylaws was also approved, which began to take effect with the following wordings, by means of reflecting the new capital stock structure: Article 5 - The Companys capital stock, fully subscribed and paid the amount of US$704, divided into two hundred, seventy two million, sixty seven thousand, nine hundred and forty six (272,067,946) non-par book-entry common shares.; and Article 7 - The Companys capital stock may be increased up to four hundred million (400,000,000) shares, by means of the issue of up to one hundred, twenty seven million, nine hundred, thirty two thousand and fifty four (127,932,054) new non-par book-entry shares, by resolution of the Board of Directors.. The cancellation approved on July 7, 2005 was made effective on July 21, 2005.
The accompanying notes are an integral part of these consolidated financial statements.
24
Companhia Siderúrgica Nacional |
Notes to the Condensed Consolidated Financial Statements |
Expressed in millions of United States dollars (Unaudited) |
The Company, through its subsidiary CSN Islands X Corp., issued US$500 million in perpetual notes on July 7, 2005 and, in view of the large demand for the securities issued, on July 14, 2005, it issued, additionally, U$250 million. The notes without maturity bear interest at 9.5% p.a. The funds raised in this operation will be used for working capital; therefore increasing the Companys liquidity.
The accompanying notes are an integral part of these consolidated financial statements.
25
COMPANHIA SIDERÚRGICA NACIONAL
| ||
By: |
/S/ Benjamin Steinbruch
| |
Benjamin Steinbruch
Chief Executive Officer and
Acting Chief Financial Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.