SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of August, 2005
PETROBRAS INTERNATIONAL FINANCE COMPANY - PIFCo
(Translation of Registrant's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Anderson Square Building, P.O. Box 714
George Town, Grand Cayman
Cayman Islands,B.W.I.
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ___X___ Form 40-F _______ 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____ INCORPORATION BY REFERENCE
THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM F-3, FILE NO. 333-92044, OF PETRÓLEO BRASILEIRO S.A -- PETROBRAS AND PETROBRAS INTERNATIONAL FINANCE COMPANY.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX-MONTH PERIOD
ENDED JUNE 30, 2005
Forward Looking Statements
This report on Form 6-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not based on historical facts and are not assurances of future results. These forward-looking statements are subject to certain risks and uncertainties, including, but not limited to, our ability to obtain financing, changes by Petróleo Brasileiro S.A. – Petrobras in its use of our services for market purchases of crude oil and oil products and changes in government regulations.
All forward-looking statements attributed to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained herein.
Basis of Presentation
You should read the following discussion of our financial condition and results of operations together with the attached unaudited consolidated financial statements and the accompanying notes for the six-month period ended June 30, 2005 beginning on page F-2. You should also read our audited consolidated financial statements for the year ended December 31, 2004 and the accompanying notes, which are included in our annual report on Form 20-F filed with the United States Securities and Exchange Commission on June, 30, 2005, but which are not presented in this Form 6-K. The unaudited consolidated financial statements for the six-month period ended June 30, 2005 and June 30, 2004 and the accompanying notes have been presented in U.S. dollars and prepared in accordance with U.S. GAAP. As a subsidiary of Petrobras, we also prepare our financial statements in accordance with accounting practices adopted in Brazil.
Overview
We are a wholly-owned subsidiary of Petrobras. Accordingly, our financial position and results of operations are significantly affected by decisions of our parent company. Our ability to meet our outstanding debt obligations depends on a number of factors, including:
- Petrobras’ financial condition and results of operations;
- the extent to which Petrobras continues to use our services for market purchases of crude oil and oil products;
- Petrobras’ willingness to continue to make loans to us and provide us with other types of financial support;
- our ability to access financing sources, including the international capital markets and third-party credit facilities; and
- our ability to transfer our financing costs to Petrobras.
We earn income from:
- sales of crude oil and oil products to Petrobras;
- limited sales of crude oil and oil products to third parties; and
- financial income derived from financing of sales to Petrobras, inter-company loans to Petrobras and investments in marketable securities and other financial instruments.
Our operating expenses include:
- cost of sales, which is comprised mainly of purchases of crude oil and oil products;
- selling, general and administrative expenses; and
- financial expense, mainly from interest on our lines of credit and capital markets indebtedness, sales of future receivables and inter-company loans from Petrobras.
Purchases and Sales of Crude Oil and Oil Products
We typically purchase crude oil and oil products in transactions with payment terms of approximately 30 days. Petrobras typically pays for shipments of crude oil and oil products that we sell to it over a period of up to 330 days, which allows Petrobras sufficient time to assemble the necessary documentation under Brazilian law to commence the payment process for its shipments. Before February 2005, we sold crude oil and oil products to Petrobras under terms that allowed for payment up to 270 days from the date of the bill of lading. During this period, we typically finance the purchase of crude oil and oil products through either funds previously provided by Petrobras or third-party trade finance arrangements. The difference between the amount we pay for crude oil and oil products and the amount Petrobras pays for that same crude oil and oil products is deferred and recognized as part of our financial income on a straight-line basis over the period in which Petrobras’ payments to us come due.
Results of Operations
Results of operations for the six-month period ended June 30, 2005 compared to the six-month period ended June 30, 2004.
Net Income(Loss)
We had a net income of U.S.$25.8 million in the first six months of 2005, as compared to a net loss of U.S.$73.1 million in the first six months of 2004.
Sales of Crude Oil and Oil Products and Services
Our sales of crude oil and oil products and services increased 31.5% from U.S.$5,618.9 million in the first six months of 2004 to U.S.$7,386.8 million in the first six months of 2005. This increase was primarily due to (1) a 47.2% increase in the average price of Brent crude oil, from U.S.$33.66 per barrel during the first six months of 2004 to U.S.$49.55 per barrel in the first six months of 2005, (2) a 51.8% increase in the volume of export sales of crude oil to related party PETROBRAS AMERICA INC - PAI and (3) a 33.5% increase in the volume of offshore sales of crude oil and oil products purchased from third parties and sold to third parties and affiliates.
Cost of Sales
Cost of sales increased 31.1% from U.S.$5,573.5 million in the first six months of 2004 to U.S.$7,305.6 million in the first six months of 2005. This increase was primarily due to the increase in the average price of Brent crude oil and the increase in export and offshore sales, described above.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses consist primarily of shipping costs and fees for services, including accounting, legal and rating services. These expenses increased from U.S.$28.2 million in the first six months of 2004 to U.S.$59.5 million in the first six months of 2005, of which U.S.$56.4 million consisted of shipping expenses, due to the increased volume of offshore sales, as well as to an average increase in freight costs in the period resulting from changes in international market trends and shipping routes.
Financial Income
Our financial income consists of the financing of sales to Petrobras and inter-company loans to Petrobras, investments in marketplace securities and other financial instruments. Our financial income increased 74.6% from U.S.$273.4 million in the first six months of 2004 to U.S.$477.4 million in the first six months of 2005, primarily due to (1) an increase in interest income from short and long-term investments as a result of a larger volume of investments; (2) an increase in the amount of sales to Petrobras made during 2004 compared to 2003, resulting in additional financial income due to the financing terms granted to Petrobras and interest calculated on a monthly basis (see “Purchases and Sales of Crude Oil and Oil Products”); and (3) extended financing terms beyond the established payment period for sales to Petrobras.
Financial Expense
Our financial expense consists of interest paid and accrued on our outstanding indebtedness and other fees associated with our issuance of debt. Our financial expense increased 30.1% from U.S.$363.7 million in the first six months of 2004 to U.S.$473.2 million in the first six months of 2005, primarily due to an increase ininter-company loans from Petrobras and due to interest expenses associated with our issuance of U.S.$ 600.0 million Global Notes in September 2004.
Liquidity and Capital Resources
Overview
We finance our oil trading activities principally from commercial banks, including lines of credit, as well as through inter-company loans from Petrobras and the issuance of notes in the international capital markets. In our opinion, our strong cash position at hand and our ability to access international capital markets will continue to allow us to meet our anticipated cash needs and financial obligations.
As an offshore non-Brazilian company, we are not legally obligated to receive prior approval from the Brazilian National Treasury to incur debt or register debt with the Central Bank. As a matter of policy, however, the issuance of any debt is recommended by any of Petrobras’ Chief Financial Officer, Executive Board or Board of Directors, depending on the aggregate principal amount and the tenor of the debt to be issued.
Sources of Funds
Our Cash Flow
At June 30, 2005, we had cash and cash equivalents of U.S.$1,002.8 million, as compared to U.S.$1,107.3 million at December 31, 2004. This decrease in cash was primarily a result of an increase in notes receivable issued to related parties. Our operating activities provided net cash of U.S.$120.4 million in the first six months of 2005, as compared to using net cash of U.S.$488.5 million in the first six months of 2004, primarily as a result of an increase in outstanding trade accounts payable for purchases from related parties. Our investing activities used net cash of U.S.$670.2 million in the first six months of 2005, as compared to using net cash of U.S.$144.4 million in the first six months of 2004, primarily as a result of an increase in notes receivable issued to related parties. Our financing activities provided net cash of U.S.$445.2 million in the first six months of 2005, as compared to providing net cash of U.S.$40.5 million in the first six months of 2004, primarily as a result of an increase in amounts obtained from lines of credit in the first six months of 2005.
Accounts Receivable
Accounts receivable from related parties increased 10.7% from U.S.$7,788.1 million at December 31, 2004 to U.S.$8,622.4 million at June 30, 2005, primarily as a result of an increase of sales of oil and oil products to Petrobras.
Our Short-Term Borrowings
Our short-term borrowings are denominated in U.S. dollars and consist of lines of credit and loans payable.[Our outstanding position at June 30, 2005 in irrevocable letters of credit was U.S.$ 581.1, as compared to U.S.$.514.4 million at December 31, 2004] Considering only the issuance of irrevocable letters of credit supporting oil imports, our outstanding position at June 30, 2005 was U.S.$.508.2 million, as compared to U.S.$.441.6 million at December 31, 2004. At June 30, 2005, we had accessed U.S.$.616.1 million in lines of credit, including the current portion of long-term lines of credit, as compared to U.S.$.535.8 million accessed at December 31, 2004. The weighted average annual interest rate on these short-term borrowings was 4.8% at June 30, 2005, as compared to 4.3% at December 31, 2004. At June 30, 2005 and 2004, we had fully utilized all available lines of credit for purchase of imports.
The short-term portion of our notes payable to related parties, which are principally composed of notes payable to Petrobras, increased 6.7% from U.S.$2,881.5 million at December 31, 2004 to U.S.$3,074.4 million at June 30, 2005, primarily as a result of our short-term financing needs.
Our Long-Term Borrowings
Our long-term loans from Petrobras increased from U.S.$3,553.5 million at December 31, 2004 to U.S.$3,643.0 million at June 30, 2005, with interest rates ranging from 4.9% to 5.8% and due 2010.
At June 30, 2005, we had outstanding U.S.$957.0 million in long-term lines of credit due between 2006 and 2012, as compared to U.S.$631.8 million at December 31, 2004. We also had outstanding:
- U.S.$1,550 million in three series of long-term Senior Notes due between 2007 and 2011.
- U.S.$329.9 million in 4.75% Senior Exchangeable Notes due 2007, issued on October 17, 2002, in connection with Petrobras’ purchase of Perez Companc S.A. (currently known as Petrobras Energia Participaciones – PEPSA). In exchange, we received notes issued by Petrobras International Braspetro BV (PIB BV), a related party, in the same amount, terms and conditions as the Senior Exchangeable Notes. In connection with the acquisition of Perez Companc, we also provided PIB BV with a loan for U.S.$738.9 million, with an interest rate of 4.79%.
- U.S.$400 million in Global Step-up Notes due April 2008. The notes will bear interest from March 31, 2003 at a rate of 9.00% per annum until April 1, 2006 and at a rate of 12.375% per annum thereafter, with interest payable semiannually. We used the proceeds from this issuance principally to repay trade-related debt and inter-company loans. We have subsequently repurchased U.S.$201.0 million of these Notes.
- U. S.$2,119.9 million in Global Notes, of which U.S.$500 million were issued on July 2, 2003 and are due July 2013. The notes will bear interest at the rate of 9.125% per annum, payable semiannually. In September 2003, we issued an additional U.S.$250 million in Global Notes, which form a single fungible series with our U.S.$500 million Global Notes due July 2013. The proceeds from these issuances were used principally to repay trade-related debt and inter-company loans. On December 10, 2003, we issued an additional U.S.$750 million of Global Notes due December 2018. The notes will bear interest at the rate of 8.375% per annum, payable semiannually. In September 2004, we issued an additional U.S.$600 million of Global Notes due 2014.
The notes will bear interest at the rate of 7.75% per annum, payable semiannually. The proceeds from the issuance of these notes were used principally for general corporate purposes, including the financing of the purchase of oil product imports and the repayment of existing trade-related debt and inter-company loans.
- U.S.$1,182.6 million (U.S.$452.5 million current portion) in connection with Petrobras’ exports prepayment program. On December 21, 2001, the Trust (PF Export) issued to PFL, our subsidiary, U.S.$750 million of Senior Trust Certificates in four series and U.S.$150 million of Junior Trust Certificates. In addition, on May 13, 2003, the Trust issued U.S.$550 million in 6.436% Senior Trust Certificates due 2015, and on May 14, 2003, the Trust issued U.S.$200 million in 3.748% Senior Trust Certificates due 2013 and an additional U.S.$150 million of Junior Trust Certificates. In May 2004, PFL and the PF Export Trust executed an amendment to the Trust Agreement allowing the Junior Trust Certificates to be set-off against the related Notes, rather than paid in full, after fulfillment of all obligations pursuant to the Senior Trust Certificates. The effect of this amendment is that amounts related to the Junior Trust Certificates are now presented net, rather than gross in our consolidated financial statements, and thus U.S.$300 million has been reduced from the “long-term debt” liability caption respective to sales of rights to future receivables, with a similar reduction to the asset line item “assets related to export prepayments.”
Petrobras will advance U.S.$330.3 million to PFL, related to the export prepayment program, for the advance payment by PFL of the floating rate Senior Trust Certificates to PF Export on September 1, 2005.
An investment fund, operated exclusively for us, holds certain PIFCo and Petrobras group securities, among its other investments. These repurchased securities are considered to be extinguished and thus reduce our short and long term financing balance by U.S.$205.4 million at June 30, 2005. In 2005, a loss on debt extinguishment expense was registered in the amount of U.S.$9.8 million representing the difference between the face value and the market value of the repurchased securities.
The following table sets forth the sources of our current and long-term debt at June 30, 2005 and December 31, 2004:
| | | | | | | | |
| CURRENT AND LONG-TERM DEBT |
| |
| | | June 30, 2005 | | December 31, 2004 |
| | | | | |
| | | (in millions of U.S. dollars) |
| | | Current | | Long-term | | Current | | Long-term |
| | | | | | | | | |
| |
| Financing institutions | | U.S.$616.1 | | U.S.$957.0 | | U.S.$535.8 | | U.S.$631.8 |
| Senior notes | | 53.3 | | 1,550.0 | | 53.5 | | 1,550.0 |
| Global Step-up Notes | | 8.9 | | 400.0 | | 9.0 | | 400.0 |
| Global Notes | | 59.8 | | 2,119.9 | | 26.3 | | 2,124.2 |
| Sale of rights to future receivables | | 461.0 | | 1,182.6 | | 153.7 | | 1,561.9 |
| Senior exchangeable notes | | 3.7 | | 329.9 | | 3.8 | | 329.9 |
| Assets related to export prepayment | | | | | | | | |
| to be offset against sales of rights | | | | | | | | |
| to future receivables | | | | (300.0) | | | | (300.0) |
| Repurchased securities | | (4.4) | | (201.0) | | (3.2) | | (146.0) |
| | | | | | | | | |
| | | U.S.$1,198.4 | | U.S.$6,038.4 | | U.S.$778.9 | | U.S.$6,151.8 |
| | | | | | | | | |
The following table sets forth the sources of our capital markets debt outstanding at June 30, 2005:
| | |
| CAPITAL MARKETS DEBT OUTSTANDING(1) |
| |
| Notes | | Principal Amount |
| | | (in millions of U.S. dollars) |
| |
| 9.125% Senior Notes due 2007(2) | | U.S.$500 |
| 4.750% Senior Exchangeable Notes due 2007(3) | | 330 |
| 9.875% Senior Notes due 2008(2) | | 450 |
| 6.750% Senior Trust Certificates due 2010(4) | | 88 |
| Floating Rate Senior Trust Certificates due 2010(4) | | 51 |
| 9.750% Senior Notes due 2011(2) | | 600 |
| 6.600% Senior Trust Certificates due 2011(4) | | 283 |
| Floating Rate Senior Trust Certificates due 2013(4) | | 287 |
| 3.748% Senior Trust Certificates due 2013(4) | | 182 |
| 6.436% Senior Trust Certificates due 2015(4) | | 444 |
| Global Step-up Notes due 2008(5) | | 400 |
| 9.125% Global Notes due 2013(2) | | 750 |
| 8.375% Global Notes due 2018(2) | | 750 |
| 7.750% Global Notes due 2014(2) | | 600 |
| | | |
| Total | | U.S.$5,715 |
| | | |
________________
(1) Does not include Junior Trust Certificates issued by PF Export Trust in connection with Petrobras’ exports prepayment program, because we are the beneficiary of such Junior Trust Certificates.
(2) Issued by us, with support from Petrobras through a standby purchase agreement.
(3) Issued by us on October 17, 2002 in connection with Petrobras’ acquisition of Perez Companc S.A. In March 2004, the amount was reduced from U.S.$338.4 million to U.S.$329.9 million due to unexpected environmental liabilities under the terms of a settlement agreement with the former owners of Perez Companc S.A.
(4) Issued in connection with Petrobras’ exports prepayment program. PFL will pay in advance to PF Export U.S.$330.3 million related to the floating rate Senior Trust Certificates on September 1, 2005.
(5) The Global Step-up Notes bear interest from March 31, 2003 at a rate of 9.00% per year until April 1, 2006 and at a rate of 12.375% per year thereafter, with interest payable semi-annually, and were issued by us with support from Petrobras through a standby purchase agreement. We have subsequently repurchased U.S.$201.0 million.
Off Balance Sheet Arrangements
At June 30, 2005, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CONSOLIDATED FINANCIAL STATEMENTS
PETROBRAS INTERNATIONAL FINANCE COMPANY
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. – PETROBRAS)
June 30, 2005 and 2004 together with
Report of Independent Registered Public Accounting Firm
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
FINANCIAL STATEMENTS June 30, 2005 and 2004
Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Executive Board and Stockholder of
PETROBRAS INTERNATIONAL FINANCE COMPANY
We have reviewed the condensed consolidated balance sheet of PETROBRAS INTERNATIONAL FINANCE COMPANY and subsidiaries as of June 30, 2005 and the related condensed consolidated statements of income, cash flows and changes in stockholder's equity for the six-month periods ended June 30, 2005 and 2004. These interim financial statements are the responsibility of the Company's management.
We conducted our review 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.
Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of PETROBRAS INTERNATIONAL FINANCE COMPANY 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 February 14, 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.
ERNST & YOUNG
Auditores Independentes S/S
Paulo José Machado
Partner
Rio de Janeiro, Brazil
August 11, 2005
1
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
CONSOLIDATED BALANCE SHEETS
(In thousands of US dollars)
| | | | |
| | | June 30, | | December 31, |
| Assets | | 2005 | | 2004 |
| | | | | |
| | | (Unaudited) | | |
| |
| Current assets | | | | |
| Cash and cash equivalents | | 1,002,803 | | 1,107,284 |
| Trade accounts receivable | | | | |
| Related parties | | 8,622,421 | | 7,788,069 |
| Others | | 377,263 | | 153,249 |
| Notes receivable - related parties | | 2,306,864 | | 1,598,521 |
| Inventories | | 149,119 | | 165,450 |
| Export prepayments – related parties | | 458,355 | | 152,859 |
| Restricted deposits for guarantees and others | | 84,441 | | 91,227 |
| | | | | |
| |
| | | 13,001,266 | | 11,056,659 |
| | | | | |
| |
| |
| Property and equipment | | 439 | | 502 |
| | | | | |
| |
| Other assets | | | | |
| Marketable securities | | 1,859,411 | | 1,864,815 |
| Notes receivable - related parties | | 338,416 | | 338,416 |
| Export prepayment – related parties | | 882,630 | | 1,261,820 |
| Restricted deposits for guarantees and prepaid expenses | | 243,065 | | 147,970 |
| | | | | |
| |
| | | 3,323,522 | | 3,613,021 |
| | | | | |
| |
| |
| Total assets | | 16,325,227 | | 14,670,182 |
| | | | | |
The accompanying notes are an integral part of these financial statements.
2
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
CONSOLIDATED BALANCE SHEETS (Continued)
(In thousands of US dollars, except for number of shares and per share amounts)
| | | | |
| | | June 30, | | December 31, |
| Liabilities and stockholders’ equity | | 2005 | | 2004 |
| | | | | |
| | | (Unaudited) | | |
| |
| Current liabilities | | | | |
| Trade accounts payable | | | | |
| Related parties | | 1,361,189 | | 562,139 |
| Others | | 819,979 | | 568,064 |
| Notes payable - related parties | | 3,074,350 | | 2,881,484 |
| Short-term financing | | 482,012 | | 456,156 |
| Current portion of long term debt | | 577,818 | | 224,738 |
| Accrued interest | | 138,544 | | 98,021 |
| Unearned income - related parties | | 126,544 | | 131,318 |
| Other current liabilities | | 1,830 | | 7,270 |
| | | | | |
| |
| | | 6,582,266 | | 4,929,190 |
| | | | | |
| |
| Long-term liabilities | | | | |
| Long-term debt | | 6,038,365 | | 6,151,802 |
| Notes payable - related parties | | 3,643,040 | | 3,553,452 |
| | | | | |
| |
| | | 9,681,405 | | 9,705,254 |
| | | | | |
| |
| Stockholder’s equity | | | | |
| Shares authorized and issued | | | | |
| Common stock - 2005 and 2004 - 50,000 shares, | | | | |
| par value US$ 1 | | 50 | | 50 |
| Additional paid in capital | | 173,926 | | 173,926 |
| Accumulated deficit | | (112,420) | | (138,238) |
| | | | | |
| |
| | | 61,556 | | 35,738 |
| | | | | |
| |
| Total liabilities and stockholder’s equity | | 16,325,227 | | 14,670,182 |
| | | | | |
The accompanying notes are an integral part of these financial statements.
3
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of US dollars)
(Unaudited)
| | | | |
| | | Periods ended June 30, |
| | | |
| | | 2005 | | 2004 |
| | | | | |
| |
| Sales of crude oil, oil products and services | | | | |
| Related parties | | 5,957,657 | | 4,545,950 |
| Others | | 1,429,130 | | 1,072,903 |
| | | | | |
| |
| | | 7,386,787 | | 5,618,853 |
| | | | | |
| Operating expenses: | | | | |
| Cost of sales | | | | |
| Purchases from related parties | | (3,563,242) | | (2,285,656) |
| Others | | (3,742,376) | | (3,287,798) |
| Selling, general and administrative expenses | | | | |
| Related parties | | (56,808) | | (27,769) |
| Others | | (2,649) | | (458) |
| | | | | |
| |
| | | (7,365,075) | | (5,601,681) |
| | | | | |
| |
| Operating income | | 21,712 | | 17,172 |
| | | | | |
| |
| Financial income | | | | |
| Related parties | | 359,074 | | 238,901 |
| Others | | 118,331 | | 34,469 |
| | | | | |
| | | 477,405 | | 273,370 |
| Financial expense | | | | |
| Related parties | | (181,590) | | (51,392) |
| Others | | (291,644) | | (312,307) |
| | | | | |
| | | (473,234) | | (363,699) |
| |
| Other expense, net | | | | |
| Others | | (65) | | |
| | | | | |
| | | (65) | | |
| |
| Net income (loss) for the period | | 25,818 | | (73,157) |
| | | | | |
The accompanying notes are an integral part of these financial statements.
4
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(In thousands of US dollars)
(Unaudited)
| | | | |
| | | Periods ended June 30, |
| | | |
| | | 2005 | | 2004 |
| | | | | |
| Common stock | | 50 | | 50 |
| | | | | |
| Additional paid in capital | | | | |
| Balance at January 1 | | 173,926 | | 173,926 |
| | | | | |
| Balance at end of the period | | 173,926 | | 173,926 |
| | | | | |
| Accumulated deficit | | | | |
| Balance at January 1 | | (138,238) | | (79,135) |
| Net income (loss) for the period | | 25,818 | | (73,157) |
| | | | | |
| Balance at end of period | | (112,420) | | (152,292) |
| | | | | |
| Total stockholder’s equity | | 61,556 | | 21,684 |
| | | | | |
The accompanying notes are an integral part of these financial statements.
5
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of US dollars)
(Unaudited)
| | | | |
| | | Periods ended June 30, |
| | | |
| | | 2005 | | 2004 |
| | | | | |
| Cash flows from operating activities | | | | |
| Net income (loss) for the period | | 25,818 | | (73,157) |
| Adjustments to reconcile net loss to net cash | | | | |
| used in operations | | | | |
| Depreciation and amortization | | 1,539 | | 3,904 |
| Decrease (increase) in assets | | | | |
| Trade accounts receivable | | | | |
| Related parties | | (834,352) | | (731,933) |
| Others | | (224,014) | | (124,807) |
| Export prepayments – related parties | | 73,694 | | 28,000 |
| Other assets | | (110,725) | | (44,233) |
| Increase (decrease) in liabilities | | | | |
| Trade accounts payable | | | | |
| Related parties | | 799,050 | | 224,539 |
| Others | | 251,915 | | 153,542 |
| Other liabilities | | 137,518 | | 75,648 |
| | | | | |
| |
| Net cash provided by (used in) operating activities | | 120,443 | | (488,497) |
| | | | | |
| |
| Cash flows from investing activities | | | | |
| Marketable securities, net | | 5,404 | | (209,268) |
| Issuance of notes receivable – related parties | | (2,134,155) | | (586,061) |
| Collection of principal on notes receivable – related parties | | 1,458,594 | | 650,885 |
| Other | | (5) | | |
| | | | | |
| |
| Net cash used in investing activities | | (670,162) | | (144,444) |
| | | | | |
| |
| Cash flows from financing activities | | | | |
| Short-term financing, net of issuance and repayments | | 25,856 | | (436,744) |
| Proceeds from issuance of long-term debt | | 395,000 | | 86,887 |
| Principal payments of long - term debt | | (150,863) | | (284,242) |
| Proceeds from short term loans - related parties | | 3,590,443 | | 3,396,904 |
| Principal payments of short term loans – related parties | | (3,415,198) | | (2,722,278) |
| | | | | |
| |
| Net cash provided by financing activities | | 445,238 | | 40,527 |
| | | | | |
| |
| Decrease in cash and cash equivalents | | (104,481) | | (592,414) |
| Cash and cash equivalents at beginning of period | | 1,107,284 | | 664,168 |
| | | | | |
| |
| Cash and cash equivalents at end of period | | 1,002,803 | | 71,754 |
| | | | | |
| |
| Non cash investing and financing activities | | | | |
| |
| Cancellation of Senior Exchangeable Notes issued in exchange of PETROBRAS loan | | - | | 8,476 |
The accompanying notes are an integral part of these financial statements.
6
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US dollars)
(Unaudited)
1. The Company and its Operations
Petrobras International Finance Company - PIFCo was incorporated in the Cayman Islands on September 24, 1997 and operates as a wholly-owned subsidiary of PETROBRAS.
The primary objective of Petrobras International Finance Company and its subsidiaries (collectively, PIFCo or the Company) is to purchase crude oil and oil products from third parties and sell the products at a premium to PETROBRAS on a deferred payment basis. Accordingly, intercompany activities and transactions, and therefore the Company's financial position and results of operations, are affected by decisions made by PETROBRAS. Additionally, to a more limited extent, the Company sells oil and oil products to third parties. PIFCo also engages in international capital market borrowings as a part of the PETROBRAS financial and operating strategy.
The following is a brief description of each of the Company’s wholly-owned subsidiaries:
PETROBRAS FINANCE LIMITED
PETROBRAS FINANCE LIMITED (PFL), based in the Cayman Islands, in connection with the Company’s structured finance export prepayment program, whereby PFL purchases bunker and fuel oil from PETROBRAS and sells these products in the international market, including sales to designated customers, in order to generate receivables to cover the sale of future receivables.
PETROBRAS EUROPE LIMITED
PETROBRAS EUROPE LIMITED (PEL), based in the United Kingdom, consolidates PETROBRAS’ European trade and finance activities. These activities consist of advising on and negotiating the terms and conditions for crude oil and oil products supplied to PIFCo and PETROBRAS, as well as marketing Brazilian crude oil and other derivative products exported to the geographic areas in which the Company operates. PEL plays an advisory role in connection with these activities and undertakes no commercial or financial risk.
BEAR INSURANCE COMPANY LIMITED
BEAR INSURANCE COMPANY LIMITED (BEAR), based in Bermuda, contracts insurance for PETROBRAS and its subsidiaries.
7
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of US dollars)
(Unaudited)
2. Basis of Financial Statement Presentation
The accompanying unaudited financial information has been prepared in accordance with U.S. generally accepted accounting principles (US GAAP). Although certain information normally included in financial statements prepared in accordance with US GAAP has been condensed or omitted, the disclosures are adequate to make the information presented not misleading. The unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2004 and the notes thereto.
The financial statements as of June 30, 2005 and for the six-month periods ended June 30, 2005 and 2004, included in this report are unaudited. However, they reflect all normal recurring adjustments that are necessary for a fair presentation of such financial information. The results for interim periods are not necessarily indicative of trends or of results to be expected for a full year.
The preparation of these financial statements requires the use of estimates and assumptions that reflect the assets, liabilities, revenues and expenses reported in the financial statements, as well as amounts included in the notes thereto.
(a) Foreign currency translation
The Company’s functional currency is the US dollar. All monetary assets and liabilities denominated in a currency other than the U.S. dollar are remeasured into the U.S. dollar using the current exchange rates. The effect of variations in the foreign currencies is recorded in the statement of operations as financial expense.
(b) Financial instruments
All of the Company’s derivative instruments are recorded on the balance sheet at their fair value. The changes in the market value of derivative instruments that do not qualify for hedge accounting are recognized in the statement of operations as financial income or expense each reporting period. The ineffective portion of all hedges is recognized in current period earnings.
PIFCo holds a purchased put option that allows the holder to sell a floating number of crude oil volumes at a minimum floor price of US$14/barrel. Such option serves as an economic hedge on related future sales of receivables under the structured finance export prepayment program, the intent of which is to assure that physical barrels delivered under the project finance agreement generate sufficient cash proceeds to repay related financial obligations. This option has no intrinsic value and immaterial time value at June 30, 2005, and therefore does not have a material effect on the Company’s results of operations or financial position.
8
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of US dollars)
(Unaudited)
2.Basis of Financial Statement Presentation (Continued)
(c) Reclassification
Certain immaterial reclassifications have been completed respective to prior period financial statements to conform to presentation standards adopted at June 30, 2005.
3.Cash and Cash Equivalents
| | | | |
| | | June 30, | | December 31, |
| | | 2005 | | 2004 |
| | | | | |
| |
| Cash and banks | | 13,486 | | 16,496 |
| Time deposits and short term investment funds | | 989,317 | | 1,090,788 |
| | | | | |
| | | 1,002,803 | | 1,107,284 |
| | | | | |
4.Marketable Securities
| | | | | | | | | | |
| | | | | | | | | Total |
| | | | | | | | | |
| | | | | | | Interest | | June 30, | | December 31, |
| | | Security | | Maturity | | rate | | 2005(*) | | 2004 (*) |
| | | | | | | | | | | |
| |
| Available for Sale | | MEGA (**) | | 2014 | | 10.77% | | 21,613 | | 63,607 |
| Available for Sale | | CLEP (**) | | 2014 | | 8% | | 1,818,472 | | 1,751,246 |
| Available for Sale | | MARLIM (**) | | 2008 | | 12.25% | | 19,326 | | - |
| Available for Sale | | CLN | | 2007 | | 4.99% | | - | | 49,962 |
| | | | | | | | | | | |
| | | | | | | | | 1,859,411 | | 1,864,815 |
| | | | | | | | | | | |
| |
| (*)The balances include interest and principal. |
| (**)PETROBRAS group company, including affiliates which are constituted by consolidated and non-consolidated PETROBRAS subsidiaries, and other consolidated special purposes companies established to support PETROBRAS infrastructure projects. Securities held by the fund respective to the group companies are not US exchange traded securities. |
5. Inventories
| | | | |
| | | June 30, | | December 31, |
| | | 2005 | | 2004 |
| | | | | |
| Products | | | | |
| Crude oil | | 58,023 | | 76,252 |
| Fuel oil | | 36,131 | | 48,973 |
| GLP | | 8,302 | | 29,078 |
| Others | | 46,663 | | 11,147 |
| | | | | |
| | | 149,119 | | 165,450 |
| | | | | |
9
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of US dollars)
(Unaudited)
6.Related Parties
| | | | | | | | | | | | | | | | | | | | |
| | | PETRÓLEO
BRASILEIRO
S.A. -
PETROBRAS | | PETROBRAS
INTERNATIONAL
BRASPETRO B.V.
- PIB.B.V. and its
subsidiaries | | DOWNSTREAM
PARTICIPAÇÕES
S.A.
and its
subsidiaries (iii) | | BRASPETRO
OIL SERVICES
- BRASOIL
and its
subsidiaries | | BRASPETRO
OIL COMPANY - BOC | | CLEP | | PNBV
and its
subsidiaries | | Others | | June 30,
2005 | | December 31,
2004 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | |
| Current assets | | | | | | | | | | | | | | | | | | | | |
| Accounts receivable, principally for sales (i) | | 7,436,284 | | 752,100 | | 430,419 | | | | | | | | | | 3,618 | | 8,622,421 | | 7,788,069 |
| Notes receivable | | | | 1,268,436 | | | | | | 263,886 | | | | 774,542 | | | | 2,306,864 | | 1,598,521 |
| Export prepayment | | 458,355 | | | | | | | | | | | | | | | | 458,355 | | 152,859 |
| |
| Other assets | | | | | | | | | | | | | | | | | | | | |
| Marketable securities | | | | | | | | | | | | 1,818,472 | | | | 40,939 | | 1,859,411 | | 1,814,853 |
| Notes receivable | | | | 338,416 | | | | | | | | | | | | | | 338,416 | | 338,416 |
| Export prepayment | | 882,630 | | | | | | | | | | | | | | | | 882,630 | | 1,261,820 |
| |
| Current liabilities | | | | | | | | | | | | | | | | | | | | |
| Trade accounts payable | | 1,282,709 | | 29,717 | | 24,333 | | 24,430 | | | | | | | | | | 1,361,189 | | 562,139 |
| Notes payable (ii) | | 3,074,350 | | | | | | | | | | | | | | | | 3,074,350 | | 2,881,484 |
| Unearned income | | 124,091 | | | | 2,453 | | | | | | | | | | | | 126,544 | | 131,318 |
| |
| Long-term liabilities | | | | | | | | | | | | | | | | | | | | |
| Notes payable (iii) | | 3,643,040 | | | | | | | | | | | | | | | | 3,643,040 | | 3,553,452 |
| |
| | | | | | | | | | | | | | | | | | | For the six months ended |
| Statement of operations | | | | | | | | | | | | | | | | | | June 30, 2005 | | June 30, 2004 |
| | | | | | | | | | | | | | | | | | | |
| Sales of crude oil and oil products and services | | 3,040,879 | | 2,285,822 | | 629,115 | | | | | | | | | | 1,841 | | 5,957,657 | | 4,545,950 |
| Purchases (iv) | | (2,677,985) | | (651,507) | | (66,816) | | (166,934) | | | | | | | | | | (3,563,242) | | (2,285,656) |
| Selling, general and administrative expense | | (55,572) | | (1,236) | | | | | | | | | | | | | | (56,808) | | (27,769) |
| Financial income | | 289,221 | | 37,460 | | 11,284 | | 11,284 | | 7,283 | | | | 2,542 | | | | 359,074 | | 238,901 |
| Financial expense | | (181,264) | | (326) | | | | | | | | | | | | | | (181,590) | | (51,392) |
Commercial operations between PIFCo and its subsidiaries and affiliated companies are carried out under normal market conditions and at commercial prices, except for the sales of oil and oil products to PETROBRAS, which have an extended settlement period consistent with PIFCo’s formation as a financing entity, and include finance charges incurred during the extended payment period.
The transactions were realized to support the financial and operational strategy of the Company's Parent Company, PETRÓLEO BRASILEIRO S.A. - PETROBRAS.
(i) Accounts receivable from related parties relate principally to crude oil sales made by the Company to PETROBRAS, with extended payment terms of up to 330 days. Extended payment terms for accounts receivable from related parties were up to 270 days in 2004.
(ii) Notes payable to related parties principally include balances to PETROBRAS for intercompany loans made on 180 day basis.
(iii) Long Term Liabilities – Notes payable relate to loans executed between the Company and PETROBRAS due in 2010, with annual interest rates ranging from 4.9% to 5.8% . The transaction extended the financing terms respective to certain short-term notes payable creating liquidity for the Company and such liquidity was partially used to fund purchases of securities by the exclusive investment fund.
(iv) Purchases from related parties are presented in the cost of sales section of the statement of operations.
10
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of US dollars)
(Unaudited)
7. Financing
| | | | | | | | |
| | | June 30, 2005 | | December 31, 2004 |
| | | | | |
| | | Current | | Long-term | | Current | | Long-term |
| | | | | | | | | |
| |
| Financial institutions | | 616,142 | | 957,000 | | 535,845 | | 631,800 |
| Senior notes | | 53,339 | | 1,550,000 | | 53,525 | | 1,550,000 |
| Global notes | | 59,751 | | 2,119,779 | | 26,326 | | 2,124,221 |
| Senior exchangeable notes | | 3,744 | | 329,940 | | 3,787 | | 329,940 |
| Global step-up notes | | 8,852 | | 400,000 | | 9,000 | | 400,000 |
| Sale of rights to future receivables (iii) | | 460,983 | | 1,182,630 | | 153,680 | | 1,561,820 |
| Assets related to export prepayment to be offset | | | | | | | | |
| against sales of rights to future receivables (ii) | | - | | (300,000) | | - | | (300,000) |
| Repurchased securities (i) | | (4,437) | | (200,984) | | (3,248) | | (145,979) |
| | | | | | | | | |
| |
| | | 1,198,374 | | 6,038,365 | | 778,915 | | 6,151,802 |
| | | | | | | | | |
| |
| Financing | | 482,012 | | 6,038,365 | | 456,156 | | 6,151,802 |
| Current portion of long term debt | | 577,818 | | - | | 224,738 | | - |
| Accrued interest | | 138,544 | | - | | 98,021 | | - |
| | | | | | | | | |
| |
| | | 1,198,374 | | 6,038,365 | | 778,915 | | 6,151,802 |
| | | | | | | | | |
| (i) | On June 30, 2005 and December 31, 2004, the Company had amounts invested in an exclusive fund that held debt securities of PIFCo in the total amount of US$ 200,984 and US$ 145,979, respectively. These securities are considered to be extinguished, and thus the related amounts, together with applicable interest, which comprise the current portion at the respective date, have been removed from the presentation of marketable securities and short and long-term debt. Gain and losses on extinguishment are recognized as incurred. Subsequent reissuances of notes at amounts greater or lesser than par are recorded as premiums or discounts and are amortized over the life of the notes. As of June 30, 2005, the outstanding balance of net premiums on reissuances amounted to US$ 28,736 In the first six months of 2005, PIFCo recognized losses on extinguishment of debt of US$ 9,747. |
| |
| (ii) | In May 2004, PFL and the PF Export Trust (the Trust) executed an amendment to the Trust Agreement allowing the Junior Trust Certificates to be set-off against the related Notes, rather than paid in full, after fulfillment of all obligations pursuant to the Senior Trust Certificates. The effect of this amendment is that amounts related to the Junior Trust Certificates are now presented net, rather than gross in these consolidated financial statements, and thus US$ 300,000 has been reduced from the “long term debt” liability caption respective to sales of rights to future receivables, with a similar reduction to the asset line item titled “assets related to export prepayments”. |
11
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of US dollars)
(Unaudited)
7. Financing (Continued)
| (iii) | On June 30, 2005, in accordance with applicable provisions of the governing agreements , PFL communicated to the Trust an intention to prepay the floating titles of Senior Trust Certificates (series A2 and C) on September 1, 2005. In order to facilitate such advance payment, PETROBRAS will prepay to PFL an amount of US$ 330,290 related to the export prepayment program. |
| |
| | As of June 30, 2005, the outstanding balance of series A2 and C of Senior Trust Certificates are presented in the balance sheet as current portion of long-term debt, with the corresponding balance related to the export prepayments with Petrobras being presented in the balance sheet as current assets. |
| |
| | |
| Long-term maturities | | |
| | | June 30, 2005 |
| | | |
| |
| 2006 | | 122,973 |
| 2007 | | 1,108,049 |
| 2008 | | 1,101,607 |
| 2009 | | 275,338 |
| 2010 | | 380,508 |
| 2011 | | 727,298 |
| Thereafter | | 2,322,592 |
| | | |
| |
| | | 6,038,365 |
| | | |
8. Commitments and Contingencies
| (a) | Commitments - Purchases |
| |
| | In an effort to ensure procurement of oil products for the Company’s customers, the Company currently has several short-term contracts which collectively obligate it to purchase a minimum of approximately 140,560 barrels of crude oil and oil products per day at market prices. |
| |
12
PETROBRAS INTERNATIONAL FINANCE COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of PETRÓLEO BRASILEIRO S.A. - PETROBRAS)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of US dollars)
(Unaudited)
8.Commitments and Contingencies(Continued)
| (b) | Purchase Option – Platforms |
| |
| | The Company has maintained the right to exercise the call option on the existing Subchartered Asset Option Agreements with PNBV, for the Platforms P-8, P-15, P-32 and P-47, after the expiration of the Charter terms with PNBV. Upon exercise of the call option, the Company will purchase all of the vessels for the greater of (i) the purchase price, any unpaid and accrued charter hire for all of the vessels, or any costs and expenses which PNBV has incurred or may incur by virtue of any such purchase, and the amount equal to the default amount set forth in each of the charters for all of the Vessels; and (ii) Ten (10) dollars from PNBV, representation or warranty of any kind or character, and assume and succeed to all rights, duties and obligations of PNBV under the charters. |
| |
| | PIFCo may designate any affiliate or subsidiary to perform its obligations under this agreement. |
| |
* * *
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 29, 2005
| PETROBRAS INTERNATIONAL FINANCE COMPANY-PIFCo |
|
| By: | /S/ Almir Guilherme Barbassa
|
| | Almir Guilherme Barbassa Chairman of the Board |
FORWARD-LOOKING STATEMENTS
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 offuture 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.
