The number of outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2015 was:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
¨
Yes
x
No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
¨
Yes
x
No
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days
x
Yes
¨
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
¨
Yes
x
No
Indicate by check mark whether the registrant is a large accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12-b-2 of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
Indicate by check mark which financial statement item the registrant has elected to follow.
¨
Item 17
x
Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act.).
¨
Yes
x
No
We are amending the annual report to include the 2015 financial statements of Energia Sustentável do Brasil Participações S.A. and Madeira
Energia S.A. as they met the criteria set forth in Rule 3-09 or Regulation S-X in 2014. No further amendments have been made to the annual report other than including these financial statements.
ESBR PARTICIPAÇÕES S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 and 2013 (unaudited), CONTINUED
(In thousands of Brazilian reais - R$)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
|
|
|
|
(1.241.388
|
)
|
|
|
(1.877.286
|
)
|
|
|
(2.548.400
|
)
|
Purchase of marketable Securities
|
|
|
5
|
|
|
|
|
|
|
|
(10.612
|
)
|
|
|
|
|
Proceeds from the sale of property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
1.924
|
|
|
|
|
|
Securities
|
|
|
5
|
|
|
|
(53.779
|
)
|
|
|
(10.612
|
)
|
|
|
|
|
Insurance payment
|
|
|
|
|
|
|
|
|
|
|
(4.281
|
)
|
|
|
|
|
Purchase of intangible assets
|
|
|
15
|
|
|
|
(3.343
|
)
|
|
|
(2.188
|
)
|
|
|
(2.546
|
)
|
Net cash used in investing activities
|
|
|
|
|
|
|
(1.298.510
|
)
|
|
|
(1.888.162
|
)
|
|
|
(2.550.946
|
)
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contributions
|
|
|
28.1
|
|
|
|
450.000
|
|
|
|
1.545.000
|
|
|
|
2.375.000
|
|
Advance for future capital increase (AFCI)
|
|
|
26
|
|
|
|
457.000
|
|
|
|
|
|
|
|
|
|
Financing released
|
|
|
20
|
|
|
|
160.000
|
|
|
|
700.000
|
|
|
|
668.000
|
|
Financing paid (Principal)
|
|
|
20
|
|
|
|
(244.491
|
)
|
|
|
(71.457
|
)
|
|
|
(61.224
|
)
|
Financing paid (interest)
|
|
|
20
|
|
|
|
(892.421
|
)
|
|
|
(243.433
|
)
|
|
|
(208.247
|
)
|
Payment of commissions on borrowings
|
|
|
20
|
|
|
|
194
|
|
|
|
(10.616
|
)
|
|
|
(5.758
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used by) by financing activities
|
|
|
|
|
|
|
(69.718
|
)
|
|
|
1.919.494
|
|
|
|
2.767.771
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year
|
|
|
4
|
|
|
|
74.301
|
|
|
|
4.428
|
|
|
|
289.911
|
|
Cash and cash equivalents at the end of the year
|
|
|
4
|
|
|
|
143.897
|
|
|
|
74.301
|
|
|
|
4.428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in cash
|
|
|
|
|
|
|
69.596
|
|
|
|
69.873
|
|
|
|
285.483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-10
ESBR PARTICIPAÇÕES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 (unaudited), 2014 and 2013 (unaudited)
(In thousands of Brazilian reais - R$, unless otherwise stated)
ESBR Participações S.A. (ESBRP or
Company or Parent) is a closely-held company, headquartered and domiciled in the City of Rio de Janeiro - RJ, at Avenida Almirante Barroso, no 52 - Sala 2.802 (Parte). ESBRP is solely engaged in holding interest in Energia
Sustentável do Brasil S.A (Subsidiary or ESBR), also a closely-held company, that holds the public asset use concession to operate Jirau hydroelectric power plant.
As at December 31, 2015, the Companys controlling shareholders were GDF Suez Energy Latin América Participações
Ltda, Mizha Energia Participações S.A. (Mitsui Group), Eletrosul Centrais Elétricas S.A. and Companhia Hidro Elétrica do São Francisco - Chesf.
The Company and its subsidiary recognized recurring losses and net working capital deficit primarily because of the recognition of the
provision for contingencies related to the exemption claim and provision for EUST (see more information in Note 23) that adversely impacted the Company's profit or loss and financial condition up to this date.
However, due to the contribution obligations from the shareholders of ESBR Participações S.A. to the subsidiary, which are being
performed and guaranteed, as well as the compliance with requirements set forth in the financing agreement entered into with the National Bank for Economic and Social Development (BNDES) and other ronlending banks, that are also binding upon the
shareholders, up to the settlement of the contractual obligations or full startup of operation of the plant, to make contributions to the subsidiary whenever necessary so as to maintain the investments for the completion of operating assets, as
mentioned in Note 20, the subsidiary has guaranteed through December 2017, according to the corporate guarantee agreement entered into by shareholders, its financial resources necessary for the completion of investments in UHE Jirau, as well as for
working capital maintenance, until the subsidiary achieves levels of profitability and cash generation aligned with its original business plan.
1.1. Characteristics of Jirau Project
Jirau Project comprises the construction of a hydroelectric power plant located in Madeira river, City of Porto Velho, State of Rondônia,
as well as the respective installation of the transmission line whose interest is restricted to the power plant. The initial basic project of UHE Jirau, called Auction A-5/2008, originally provided for a total of 44 generation units in the plant,
with minimum installed capacity of average 3,300MW*, with physical energy guarantee (guaranteed energy) of average 1,975.3 MW* after the startup of operation of the last generation unit.
(*)
|
information unaudited by independent auditors
|
F-11
The physical guarantee of the original guaranteed power of the plant (average 1,975.3 MW*) was
divided as follows:
|
|
|
70% at the Regulated Contract Environment (ACR), at the price of R$71.37 per MWh, related to May 2008, adjusted at the month of anniversary of the tariff adjustment of each distribution company based on the
extended national consumer price index (IPCA), disclosed by the Brazilian Institute of Geography and Statistics (IBGE). As at December 31, 2015, the adjusted price per MWh is R$114.94 (R$103,10 as at December 31, 2014); and
|
|
|
|
30% allocated to the sale in the Free Contract Environment (ACL). In 2013 no power was sold in this environment. In January and February 2014, all volumes contracted were delivered to related parties. With
respect to March, April and May 2014, no sale was made to related parties, being the power settled at the Electric Power Commercialization Chamber (CCEE).
|
From June to December 2014, the following assumption was adopted to measure the volume of power to be delivered to the related parties: on the
Physical Guarantee of Generation Units in Operation the seasonality factor of the Energy Reallocation Mechanism (MRE), internal loss factor, basic grid loss factor, availability factor and physical guarantee allocation factor are applied; all
factors are estimated. After application of the abovementioned factors, the allocated power is determined. Out of this amount, the amounts of Regulated Environment Electricity Sale Agreement (CCEARs) (sold to the ACR based on the preceding item) is
deducted and the remaining is sold to the related parties proportionally to their equity interest. For 2015, between January and July, the subsidiary adopted this same delivery assumption, primarily due to the physical guarantee reductions arising
from the application of the GSF (Generating Scaling Factor). Under the injunction of the GSF from Apine (explained below), the subsidiary started to deliver all volumes contracted with its shareholders, which occurred from August to December 2015.
See more information on the agreements entered into with related parties in Note 18.
Under SPE/MME Administrative Rule 26, of
August 1, 2011, the total volume of physical energy guarantee was defined at average 209.3 MW, related to the increase in the installed capacity of UHE Jirau (equivalent to nominal 450 MW), which was sold at the Auction for Purchase of Power
Arising from New Generation Projects, called Auction A-3, as set forth in MME Administrative Rule 113, of February 1, 2011. Therefore, the basic plant expansion project had 50 generation units, and the new installed capacity is 3,750 MW and the
new guaranteed energy is average 2,184.6 MW.
The additional physical guarantee of 209.3 MW* was fully sold at the ACR at the price of
R$102.00 per MWh related to August 2011, annualy adjusted by the IPCA.Consequently, the effective price in 2015 was R$124.09 per MWh. The effective beginning of deliverof the power under the CCEARs of Auction A-3/2011 occurred in May 2015.
On November 10, 2015, MME Ordinance nº 337 was issued by the Strategic Planning and Development Office, which granted to the
subsidiary an extraordinary review of the total physical guarantee of UHE Jirau determined at average 2,205.1 MW*.
(*)
|
information unaudited by independent auditors
|
F-12
Of the total additional physical guarantee of average 20.5 MW*, average 18 MW* was fully sold at
the ACR, when the subsidiary participated in and was the winning bidder of Auction A-1 for 2015, where the CCEARs will be entered into with 22 distribution companies. Agreements became effective from January 1, 2016 and goes to
December 31, 2018. The sales price was R$148.00 per MWh, as at December 2015.
The subsidiary reached the guaranteed energy on
July 31, 2015, based on the startup of operation of the 33
rd
generation unit.
(*)
|
information unaudited by independent auditors
|
On August 13, 2008, the Federal Official Gazette (DOU) published that the
subsidiary entered into with the federal government (Concession Grantor) over a 35-year period, through the ANEEL, Concession Arrangement 002/08 - MME UHE Jirau, which regulates the operation by the subsidiary of the potential hydraulic energy
located in Madeira river, City of Porto Velho, State of Rondônia, at the coordinates of 9º1952 South latitude and 64°4404 West longitude, called Jirau Hydroelectric Power Plant, with minimum
installed capacity of 3,300 MW, as well as the respective hydroelectric power plant restricted interest transmission facilities.
On
September 17, 2012, the first addendum to the abovementioned agreement was entered into to document the expansion of UHE Jirau and redefine the project implementation schedule.
Provisional Act 579, of September 11, 2012, which addresses power generation, transmission and distribution concessions and reduction of
sector charges aiming at tariff control, was changed into Law 12783 and approved by the President of Republic on January 11, 2013.
Under Law 12783/13, power concessions granted before the enactment of Concession Act (Law 8987/95) that were not subject to bid can be renewed
one single time over a period of up to 30 years, provided that concessionaires agree to receive compensation only by means of tariffs to cover operating and maintenance (O&M) expenses, charges, taxes and, where applicable, transmission and
distribution costs. A few sector charges will be eliminated or reduced in case of renewal of the concession.
The subsidiarys
generation assets were not directly impacted by Law 12783/13 with respect to the renewal of concessions since they were obtained by means of bid processes conducted after the enactment of Law 8987/95.
F-13
|
1.1.3.
|
Environmental matters
|
The environmental body responsible for the project is the Brazilian
Environmental and Renewable Natural Resources Institute (IBAMA).
|
|
|
Previous License (LP):
confirms the environmental feasibility of the project after Environmental Impact Study analysis and conduction of public hearings at the region. LP 251/2007 was issued on July 9, 2007.
|
|
|
|
Installation Licenses (LI):
authorize the beginning of work after the description of social and environmental programs. These licenses are issued after approval of the Basic Environmental Project, which describes
the programs to be implemented during all project stages, including the construction, reservoir filling and plant operation. The subsidiary obtained LI 563/2008 relating to the implementation of the Pioneer Construction Site on November 14,
2008. On June 3, 2009, IBAMA issued LI 621/2009;
|
|
|
|
Operating License (LO):
authorizes the filling of the reservoir, the startup of the plants operation and the generation of power after the implementation of the social and environmental programs and
satisfaction of the conditions set out in the LI. On October 19, 2012, IBAMA issued LO 1.097/2012, effective for four years counted from the issuance date, which determines the continuity of the social and environmental programs set forth in
the Basic Environmental Project (PBA). The 1
st
amendment to the LO was issued on November 29, 2012, so as to contemplate the 50 UGs, and the
2
nd
amendment was issued on July 19, 2013, including adjustments to condition 2.32, related to the environmental compensation of UHE Jirau.
|
The Company accounted for future environmental costs arising from the LI and LO licenses, by recognizing in its assets (see Notes 14 and 15)
and liabilities the present value of the related obligations (see Note 22).
|
1.1.4.
|
Business operation
|
The startup of operation and respective delivery of the power volumes
of the Regulated Contracted Environment (ACR), set forth in the 2008 invitation to bid was scheduled to take place on January 1, 2013.
On February 1, 2013, the postponement of the startup of operations of UHE Jirau was approved at the meeting of Aneels board of
directors; consequently, the postponement of the payment of transmission costs and charges, in addition to the postponement of the scheduled beginning of supply set forth in the regulated environment electricity sale agreements (CCEARs) and
respective revenue, as follows:
F-14
|
a)
|
The startup of operations on May 1, 2013 was approved which, according to estimates available at the time would be the date of the startup of operations of the Transmission Line 600KV Porto Velho - Araraquara,
however, in case of proven need of generation units of UHE Jirau for the commissioning of the conversion company, the two first units should be available on March 1, 2013, which has not occurred;
|
|
b)
|
The administrative proceeding in progress must be sent to the State General Attorneys Office (PGE) for legal analysis of the exemption claim which, through Opinion 136/2013/PGEANEEL/ PGF/AGU, acknowledged the
exemption claim that would enable the postponement of the activity startup schedule of UHE Jirau. PGE explained that the impact on the construction schedule should be determined by a technical expert;
|
On June 4, 2013, through Ordinance 1732, Aneel decided to (i) postpone the startup of operations of the generation units and the
beginning of supply of power set forth in the CCEAR of UHE Jirau, so as to match these dates to the 30-day period before the startup of operations of the Porto Velho-Araraquara Transmission Line (LT), which was then scheduled to take place on
July 1, 2013 and (ii) acknowledge the 52-day delay in the implementation schedule as e caused by act from the public authorities. The transmission line has not started to operate on July 1, 2013, as scheduled, but rather on
November 29, 2013.
Additionally, the subsidiary filed a request for reconsideration with Aneels Executive Board on
June 13, 2013, claiming, among other issues: (i) the recognition, in addition to the 52 days already recognized, of 187 days of exemption calim; (ii) that the startup of operation of UHE Jirau matches the expected date for startup of
operation of transmission facilities (and not the 30 days before such date); and (iii) that the approved matching is not applicable to the total implementation schedule of UHE Jirau, subject to the generation machinery implementation intervals
currently set out in the prevailing schedule.
On October 22, 2013, Aneel, through Ordinance 3588, partially and preliminarily granted
the exemption claim application of 239 days, to be added to every startup date of the various generation units of the schedule contained in the Concession Arrangement.
Concurrently, the subsidiary filed with the 5
th
Federal Court of the Judiciary District of
Porto Velho a lawsuit so that the events at the construction site of UHE Jirau in 2011 and 2012 would be recognized as exemption claim.
Currently and, as a result of the abovementioned lawsuits/administrative proceedings, three decisions are currently effective, as follows:
within the administrative scope, ANEEL Ordinance 3588/2013; and, judicial scope, the decisions dated September 18, 2013 (Evidence Precautionary Action) and October 17, 2013 (Primary Action).
F-15
The court rulings above determine the non-application of penalties to the Company and its
subsidiary due to delay in power generation, and abstention from (i) requiring the registration of the power volumes with the Power Commercialization Chamber (CCEE) arising from the project construction schedule, as well as
(ii) transmission system use tariffs.
In November 2014, the expert report was attached to the court records of the Primary Action
recognizing 535 days of delay in the schedule, arising from the events in 2011 and 2012, mitigating the risk of an unfavorable outcome for the Company. The report can still be challenged by Aneel.
For further details about the updates of exemption claim will be treated in explanatory note of subsequent events (note 33).
2.
|
PRESENTATION OF FINANCIAL STATEMENTS
|
|
2.1.
|
Statement of compliance
|
These consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB"). Additionally, aspects of the specific Brazilian legislation issued by ANEEL, particularly
regarding the structure of accounts and the way of recording events were considered, aiming at standardizing the practices with other companies of the electric sector.
The Companys consolidated financial statements were approved by the Board of Directors on October 10, 2016.
|
2.2.
|
Basis of preparation
|
The Company and its subsidiary has incurred recurring losses, has an
accumulated deficit and its current liabilities exceeds it current assets since it is currently in a transition process, from the preoperating to the operating stage. However, the Companys capital structure contemplates additional capital
contributions being made by the shareholders to the Company, as well as the additional financing agreement entered into with BNDES through December 31, 2012, as mentioned in Note 17. Consequently, these financial statements have been prepared
on the basis thtat the Company will continue as a going concern.
The Companys consolidated financial information has been prepared
based on the historical cost, except for certain financial instruments, which are measured at their fair values, when prescribed.
F-16
The main consolidation criteria are as follows:
|
i.
|
Elimination of intragroup asset and liability balances between the consolidated entities;
|
|
ii.
|
Elimination of the Parent's share in the subsidiarys capital, reserves and retained earnings or accumulated losses; and
|
|
iii.
|
Elimination of income and expense balances arising from intercompany transactions between the consolidated entities.
|
Assets and liabilities are classified based on their liquidity and payment level as current when their realization or settlement is likely to
occur within the next twelve months. Otherwise, assets and liabilities are stated as noncurrent. Monetary assets, liabilities and commitments denominated in foreign currencies were translated into Brazilian reais at the exchange rate prevailing at
the balance sheet date.
At the end of each year, the Company verifies the carrying amounts of its or its subsidiarys tangible and
intangible assets to determine if there are any indication that these assets might be impaired. If there is such an indication, the recoverable amount of the asset is estimated and the carrying amount of tangible and intangible assets is written
down so as to reflect the estimated recoverable amount, if necessary.
The recoverable amount of an asset is the higher of its fair value
less costs to sell or its value in use. Impairment losses, if any, are immediately recognized in profit or loss.
In 2015 the
Companys management identified that (i) change in the estimated dates of startup of activities and reduction of the amounts set forth in the Regulated Environment Electricity Sale Agreements (CCEARs), (ii) the effects from the
exemption claim brought by the Company before Aneel, (iii) the review of the construction budget and related impacts on the leverage of the project could constitute factors that would impact the amount of its property, plant and equipment
items, thus the Company decided to test such assets for impairment.
The impairment test was conducted as at December 31, 2015, based
on assumptions adopted by the Company on the projected cash flow from operating activities, internal discount rate, net debt and equity amount as at the impairment date.
The projected operating cash flow was based on the following assumptions: (i) the entire concession term, (ii) estimated startup
date, (iii) estimated power balance, (iv) power volume and prices in the ACR and those projected for the ACL, in addition to the test power sales revenue, (v) costs and expenses on personnel, materials, outside services, sectorial
charges, power purchase, transmission charges, taxes and other expenses and projected investments to be made between the test date up to the completion of works in UHE Jirau.
F-17
The discount rate used to calculate the present value of the operating cash flow was the
Companys weighted average cost of capital (WACC) as at the test date. The WACC is calculated based on third-party capital cost (including the impact from the tax benefit of deductibility of such finance cost) and the own capital cost, the
latter calculated based on the Capital Asset Pricing Model (CAPM) method.
The net debt amount considered in the test was based on the
recordkeeping as at December 31, 2015, deducting cash and cash equivalents and securities - reserve account from financing amounts in current and noncurrent liabilities. The amount of the provision for exemption claim was also considered as at
the test date.
Due to the test result, based on the aforementioned assumptions, the Company concluded that no impairment losses on assets
should be recognized as at December 31, 2015.
These financial statements are presented in Brazilian reais, which is the
Companys functional currency and the amounts reported (texts and tables) are expressed in thousands of Brazilian reais, except if otherwise stated.
|
2.3.
|
Adoption of new accounting policies
|
New and revised standards and interpretations not yet
effective on December 31, 2015:
Effective for annual periods beginning on or after January 1, 2016:
|
|
|
IAS 16 and IAS 38 - amendments to clarify the accepted depreciation and amortization methods.
|
|
|
|
IAS 27 The standard was amended so as to include the accounting for investments in subsidiaries, joint ventures and associates under the equity method in the separate financial statements.
|
|
|
|
IAS 1 amendment to address the potential obstacles identified when exercising judgment upon preparation of the financial statements. Such amendment clarifies that the concept of materiality must be considered
both for purposes of the information to be disclosed, either required or not, and upon organization of the explanatory notes and use of aggregation criteria.
|
Effective for annual periods beginning on or after July 1, 2016:
|
|
|
2010-2014 annual improvement cycles: minor amendments to the existing pronouncements.
|
F-18
Effective for annual periods beginning on or after January 1, 2018:
|
|
|
IFRS 9 - Financial Instruments - new standard that introduces new requirements for the classification, measurement, impairment, hedge accounting and derecognition of financial assets and financial liabilities.
|
|
|
|
IFRS 15 - Revenue from Contracts with Customers - defines five steps to be applied to contracts entered into with customers for purposes of revenue recognition and disclosure. It will supersede the standards currently
effective on the matter (IAS 18 and IAS 11) and related interpretations (IFRIC 13, IFRIC 15 and IFRIC 18).
|
|
|
|
IFRS 16 - Leases - At the meeting held on November 11, 2015, FASB decided that the effective date of adoption of the standard for closely-held companies will be annual periods beginning after December 15, 2019
and interim periods in the subsequent year. Early adoption would be permitted for all entities. The lease model proposed by FASB and IASB is in progress and the final version of the standard is being prepared.
|
The Company will adopt such standards when they become effective. The Company analyzed the impacts arising from such standards and no
significant impact on its financial statements was identified.
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
|
The Company and its subsidiary recognize the financial instruments in
their financial statements when the entity becomes a party to the underlying instrument.
Financial assets and financial liabilities are
initially measured at fair values. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value of the financial assets or financial liabilities, where applicable, after initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities
at fair value through profit or loss are immediately recognized in profit or loss.
Financial assets are classified into the following
specific categories: financial assets at fair value through profit or loss, held-to-maturity investments, available-for-sale financial assets, and loans and receivables. The classification depends on the nature and purpose of the financial assets
and is determined upon initial recognition. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery
of assets within the time frame established by regulation or convention in the marketplace.
F-19
As at December 31, 2015 and 2014, the Companys financial assets are classified as
loans and receivables.
Loans and receivables are represented by non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Loans and receivables (including cash and cash equivalents, securities, trade receivables, pledges and restricted deposits and due from related parties) are measured at amortized cost using the effective interest
method, less any impairment losses.
Interest income is recognized by applying the effective interest rate, except for short-term
receivables when the recognition of interest would be immaterial.
Financial liabilities are classified either as financial
liabilities at fair value through profit or loss or other financial liabilities.
As at December 31, 2015 and 2014,
the Company's financial liabilities are classified as Other financial liabilities.
Other financial liabilities (including
trade payables, borrowings, payables and UBP) are measured at amortized cost using the effective interest method.
The effective interest
method is used to calculate the amortized cost of a financial liability and allocate its interest expense to the related period. The effective interest rate is the rate that exactly discounts estimated future cash flows (including fees and points
paid or received that are an integral part of the effective interest rate, transaction costs, and other premiums or discounts) over the expected life of the financial liability or, where appropriate, over a shorter period, for the initial
recognition of the net carrying amount.
|
b)
|
Cash and cash equivalents
|
Cash and cash equivalents are maintained to meet short-term cash
commitments and are comprised of cash, demand deposits and highly liquid short-term investments, without significant risk of change in fair value.
Securities reserve account are intended to collateralize the
financing entered into with BNDES and other onlending banks.
F-20
Accounts receivables include the power sales amounts billed, including
the sale of purchased power, when applicable.
Accounts receivables are initially recorded at the sales amount and subsequently at
amortized cost, less the allowance for doubtful debts, when applicable.
The allowance for doubtful debts is recognized considering
Managements estimate of loss based on the parameters recommended by ANEEL, taking into account the information monthly determined by the Power Commercialization Chamber (CCEE), to the extent that they reflect Companys best estimate of
the loss.
|
e)
|
Due from related parties
|
Due from related parties correspond to amounts receivables for the
supply of power in the normal course of the Companys activities.
As at December 31, 2015, the Company does not expect any loss
on due from related parties.
Represented by assets arising from payments which provision of services will
occur in a subsequent period and that will not be reimbursed and/or received in cash, nor represent physically existing assets. Prepaid expenses are stated at the effective contractual amounts, less amortization incurred through the balance sheet
date. During the construction of UHE Jirau, amortization of insurance premiums related to the plants construction is accounted for as a balancing item to property, plant and equipment.
Refer to tax credits relating to prepaid taxes levied on the acquisition of
property, plant and equipment items, accounted for upon the occurrence of a taxable event. Such taxes are adjusted for inflation as prescribed by tax laws, when applicable.
F-21
The provision for income tax and social contribution (Income Taxes) is based on
the taxable income for the period. Taxable income differs from the profit disclosed in the statement of profit or loss because it excludes income or expenses taxable or deductible in other periods, as well as permanently nontaxable or nondeductible
items. The provision for income tax and social contribution is calculated by the Company based on the statutory rates prevailing at the balance sheet date.
Deferred income tax and social contribution (deferred taxes) are
recognized on temporary differences at the end of each reporting period distributed between asset and liability. The offset balances recognized in the financial statements and the corresponding tax basis used to determine taxable income, including
tax losses, when applicable. Deferred tax liabilities are usually recognized on all temporary taxable differences and deferred tax assets are recognized on all temporary deductible differences, only when it is probable that the Company will report
future taxable income in an amount sufficient to allow the utilization of these temporary deductible differences.
Deferred tax
liabilities are recognized on temporary taxable differences, except when the Company is able to control the reversal of temporary differences and it is probable that such reversal will not take place in the foreseeable future in relation to an
investee. Deferred tax assets arising from temporary deductible differences are recognized only if it is probable that there will be sufficient taxable income against which temporary differences can be utilized and it is probable that their reversal
will take place in the foreseeable future.
Deferred tax assets are reviewed at the end of each reporting period and, when it is no longer
probable that future taxable income will be available to allow the recovery of all or part of the assets, the asset balance is adjusted for the expected recoverable amount.
Deferred tax assets and liabilities are measured at the tax rates applicable for the period in which the liability is expected to be settled
or the asset realized, based on the tax rates set forth in the tax law prevailing at the end of each reporting period, or when new legislation has been substantially approved. Deferred tax assets and liabilities are measured to reflect the tax
implication that would arise from the way in which the Company expects, at the end of each reporting period, to recover or settle the carrying amount of these assets and liabilities.
|
h.3)
|
Current and deferred income tax and social contribution
|
Current and deferred income
tax and social contribution are recognized in profit or loss as expenses or income, except when they correspond to items recognized in Other comprehensive income, or directly in equity, in which case current and deferred taxes are also
recognized in Other comprehensive income or directly in equity, respectively.
F-22
Judicial deposits are initially recorded at the amount deposited in
financial institution as determined by a court, plus income earned (managed basic rate (TR) + interest from 3% to 6% p.a.) up to the balance sheet date, which are recognized as finance income.
|
j)
|
Property, plant and equipment and intangible assets (except UBP)
|
Property, plant and equipment
items are stated at acquisition or construction cost, including unapportioned expenses on payroll and related taxes, social and environmental costs, insurance premium amortization and interest on borrowings, all directly related to the construction
of UHE Jirau, less depreciation and impairment losses, when applicable.
Once a year or in the event of occurrence of any fact that
requires analysis, the Company verifies the carrying amounts of its tangible and intangible assets to determine if there are any indications that these assets might be impaired. If there is such an indication, the recoverable amount of the asset is
estimated and the carrying amount of tangible and intangible assets is written down so as to reflect the estimated recoverable amount. The recoverable amount of an asset is the higher of its fair value less costs to sell or its value in use.
Impairment losses, if any, are immediately recognized in profit or loss. The Company did not recognize any impairment loss in the financial statements for the year ended December 31, 2015 or prior periods.
|
j.1)
|
Depreciation and amortization
|
Depreciation is calculated on a straight-line basis based on
the annual rates determined by Aneel which are adopted by companies operating in the Brazilian power sector and represent the estimated useful life of the assets limited to the plant concession or authorization term, when applicable,
based on the book balances recorded in the measurement units comprising these projects. The average annual depreciation rates of the Companys assets are stated in Note 14.
During the mixed plant implementation and operation stage (since the power generation units started to operate over various months), such
proportional method is applied to the installed power of each generation unit in operation. The Companys management understands that such method is the method that best reflects the relation between depreciation expenses and the use of assets.
Software amortization is recognized on a straight-line basis, based on the estimated useful life of the assets. The estimated useful life
and amortization method are reviewed at the end of each reporting period, and the effect of any changes in estimates is accounted for on a prospective basis.
UBP costs are amortized proportionally to the number of machinery in operation, based on rates that are compatible with the concession term.
Software costs are amortized at the rate of 20% p.a.
LO costs are amortized based on the percentage of machiney that started to operate
over the concession term.
F-23
Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets that take substantial period of time to get ready for their intended use or sale, are capitalized as part of the cost of such assets through the date they are ready for their intended use or sale.
Income on investments earned on the short-term investment of funds of specific borrowings not yet spent on the qualifying assets is deducted
from the borrowing costs eligible for capitalization.
Other borrowing costs are recognized in profit or loss for the period in which they
are incurred.
|
k)
|
Key sources of estimation uncertainty
|
The preparation of financial statements requires
Companys management to adopt estimates and judgment to account for certain transactions that affect its assets, liabilities, income and expenses, and the disclosure of information on its financial statements.
To make these estimates and related assumptions, Management uses the best information available on the balance sheet date, as well as past
and/or current events, also considering assumptions on future events considered as reasonable under the circumstances. Accordingly, actual results may differ from those estimates.
Therefore, the financial statements include estimates mainly related to: (i) useful life of property, plant and equipment, which is based
on studies made by ANEEL; (ii) provisions for risks; (iii) definition of discount rates used to calculate the present value of assets and liabilities; (iv) determination of the impairment of assets; (v) recovery of deferred
taxes; (vi) estimated amounts relating to the provision for environmental costs relating to the compensatory measures described in the LI and LO issued by the IBAMA and (vii) disclosure of financial instruments.
The estimates and accounting judgments are revised continuously and such revisions are recognized in the period in which the revisions are made
and in any future periods affected.
|
l)
|
Public asset use (UBP)
|
The Company accounted for the UBP in intangible assets and
liabilities at present value on the execution date of the concession arrangement of UHE Jirau (August 13, 2008), which determined that the subsidiary should pay as UBP during the entire concession period the annual original amount on the contract
date of R$7,873.
The UBP payments is annually adjusted by ANEEL and based on the Extended National Consumer Price Index (IPCA) issued by
the Brazilian Institute of Geography and Statistics (IBGE).
After initial recording, the UBP balances are monthly adjusted based on the
rate that reflects the weighted average cost of capital of the Jirau Project upon the acquisition of concession.
F-24
Upon startup of activities, the UBP installments in the amount of R$892 (beginning August 2013 up
to July 2014), R$950 (beginning August 2014 up to July 2015) and R$1,040 (beginning August 2015 up to July 2016) also started to be paid. Accordingly, finance charges on the UBP liability in intangible assets will no longer be capitalized but the
capitalized balance will rather be amortized, proportional to the number of machinery that started to operate limited to the concession term. The adjustment of the related liability at present value is recognized as finance costs.
Sector charges are accounted for as costs on the accrual basis.
|
n)
|
Technological Research & Development (R&D) Program
|
Under Law 9991, of
July 24, 2000, article 24 of Law 10438, of April 26, 2002, and article 12 of Law 10848, of March 15, 2004, the companies authorized to independently produce power, among other provisions, must annually invest the percentage rate of 1%
of their net operating revenue in the Technological Research & Development Program of the Power Sector (R&D Program), based on the regulations established by ANEEL.
|
o)
|
Financial compensation for the use of water resources
|
The financial compensation, introduced
by article 20, § 1 of the 1988 Federal Constitution, and regulated by Law 7990/1989, corresponds to the indemnity payable to the Brazilian states, the Distrito Federal and the municipalities, as well as direct federal administration bodies, in
consideration for the exploration of water resources for power generation purposes. ANEEL Resolution 67, of February 22, 2001 determines that the amount to be monthly paid must correspond to 6.75% of the power produced in the month multiplied
by the Adjusted Reference Rate (TAR), set by ANEEL, to be paid by the power concessionaires to the states, the Distrito Federal and the municipalities where power production facilities are located, or whose areas were taken by the water of the
respective reservoirs, and direct federal administration bodies. This compensation is accounted for as costs in profit or loss for the year.
|
p)
|
Provision for environmental costs
|
The subsidiary accounted for at present value the costs on
environmental programs. The amounts were recorded in intangible assets (those arising from the operating stage) and in property, plant and equipment (those arising from the implementation stage) and their balancing items are recorded in liabilities.
The programs address compensatory measures arising from the implementation and operation of UHE Jirau in Madeira river; the LI and LO were issued by IBAMA.
The nominal amounts of the subsidiarys future environmental costs were discounted to present value based on the subsidiarys
weighted average cost of capital. The costs on the programs were projected based on agreements contracted and estimated.
F-25
Upon startup of activities, the adjustment to the provision for environmental costs is recognized
in liabilities, based on the rate used to calculate present value adopted to account for the provision.
Suppliers comprise amounts payable based on invoices received and percentage-of
completion of construction work, or based on estimates, in the lack of a relevant documentation.
|
r)
|
Provision for contingencies
|
Provisions are recongized considering the opinion of in-house,
outside legal counsel and the Companys management assessment that there is a present obligation (legal or constructive) as a result of a past event, it is probable (more likely than not) there will be an outflow of resources that embodies
economic benefits to settle the referred obligation and a reliable estimate of the amount to settle obligation can be made.
|
s)
|
Borrowings and financing
|
Borrowings and financing are initially recognized at fair value, less
borrowings costs, and are subsequently measured at amortized cost using the effective interest method.
|
t)
|
Adjustment to present value
|
The assets and liabilities arising on long-term transactions are
discounted to present value based on market interest rates prevailing on the transaction date.
The amount of consolidated profit or loss is basically represented by operating
income, costs and expenses, administrative costs and finance income and finance costs not directly attributable to the construction of UHE Jirau. Such amounts are accounted for on accrual basis.
|
v)
|
Revenue, costs and expenses
|
Revenue comprises the fair value of the consideration received or
receivable for the sale of power in the normal course of the Companys activities. Revenue is stated net of taxes, returns, rebates and discounts.
F-26
Power sales revenue is recognized when (i) it is probable that the economic benefits
associated with the transactions will flow to the subsidiary; (ii) the revenue amount can be reliably measured; (iii) the risks and rewards from the sale were transferred to the buyer; (iv) the costs incurred or to be incurred related
to the transaction can be reliably measured; and (v) the subsidiary no longer holds the control over and responsibility for the power sold.
The accounting made by the Company follows the accrual basis.
Costs are basically comprised of: provision for energy contingencies (liability exclusion and provision for transmission system use fee
(EUST)), power grid charges, depreciation and amortization, provision for GSF (Generating Scaling Factor), costs on transactions at CCEE, financial compensation for the use of water resources (CFURH), personnel costs, electric power service
inspection fee (TFSEE), amortization of UBP and other operating costs.
Expenses comprise mainly personnel and management expenses, finance
costs, insurance, contingencies (labor and tax), expenses on outside services, ISSQN tax assessment notice, fine and other expenses on social compensation, expenses on materials, allowance for doubtful debts, depreciation and amortization and other
administrative expenses.
|
w)
|
Statements of cash flows
|
The Company classifies in the statements of cash flows the interest
paid as financing activities since it understands that the interest paid corresponds to borrowing costs.
4.
|
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Cash and banks
|
|
|
191
|
|
|
|
492
|
|
Short-term investments
|
|
|
143.706
|
|
|
|
73.809
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
143.897
|
|
|
|
74.301
|
|
|
|
|
|
|
|
|
|
|
Short-term investments are made with prime financial institutions, based on the risk rating assigned by the
main risk rating agencies. Short-term investments are highly liquid, subject to floating rates and yield interest based on a percentage of the interbank deposit (CDI) rate set upon contracting, are readily convertible into a known cash amount,
without significant risk of change in value; Short-term investments yield interest between 100.3% and 100.10% of the CDI as at December 31, 2015 (99% to 101.5% of the CDI as at December 31, 2014).
F-27
Additionally, cash and cash equivalents are held to meet short-term cash requirements rather than
for investment or other purposes.
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Investments in repurchase agreements
|
|
|
61.621
|
|
|
|
10.612
|
|
Current
|
|
|
|
|
|
|
10.612
|
|
Non-current
|
|
|
61.621
|
|
|
|
|
|
Marketable securities are held to collateralize the financing entered into with BNDES and other onleding banks
(Note 18) and refer to the debt service reserve account and insurance account. Investments are made in federal bonds yielding interest of 94.55% of the CDI on average (94% of the CDI rate as at December 31, 2014).
Accounts receivables are initially recorded at the sales amount and
subsequently at amortized cost, less the allowance for doubtful debts. Such allowance is currently recognized based on the apportionment of default in the power sector. Such apportionment is made on a monthly basis between the agents with credit
balance in the month, on the amount of the surplus financial settlement or exposure at the Power Commercialization Chamber (CCEE).
F-28
Pursuant to CCEARs, revenues are monthly billed based on the contracted power output (in MWh) and
the contracted sales price (price annually adjusted for inflation on the anniversary date of each distribution company). Revenues are monthly billed through the issuance of the invoice.
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Energy sale - ACR distribution companies
|
|
|
178.685
|
|
|
|
82.807
|
|
Energy sale - ACL related parties
|
|
|
115.845
|
|
|
|
44.868
|
|
Energy test sale - CCEE
|
|
|
104.430
|
|
|
|
24.376
|
|
Allowance for doubtful debts
|
|
|
(18.009
|
)
|
|
|
(924
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
380.951
|
|
|
|
151.127
|
|
|
|
|
|
|
|
|
|
|
Aging list of accounts receivables:
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
0 to 30 days
|
|
|
104.430
|
|
|
|
44.868
|
|
30 to 60 days
|
|
|
178.685
|
|
|
|
82.807
|
|
60 to 90 days
|
|
|
115.845
|
|
|
|
24.376
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
398.960
|
|
|
|
152.051
|
|
F-29
Changes in the allowance for doubtful debts are as follows:
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Opening balance
|
|
|
(924
|
)
|
|
|
(6.173
|
)
|
Bad debt expense
|
|
|
(18.009
|
)*
|
|
|
(924
|
)
|
Reversal
|
|
|
924
|
|
|
|
6.173
|
|
|
|
|
|
|
|
|
|
|
Closing balance
|
|
|
(18.009
|
)
|
|
|
(924
|
)
|
*
|
The increase in the allowance derived from receivables not settled by doubtful agents at the CCEE.
|
Aging list of trade receivables included in the allowance for doubtful debts:
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Over 120 days
|
|
|
18.009
|
|
|
|
924
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Tax on revenue (COFINS)
|
|
|
200.984
|
|
|
|
186.359
|
|
Monthly prepaid income tax and social contribution
|
|
|
66.801
|
|
|
|
|
|
Tax on revenue (PIS)
|
|
|
43.634
|
|
|
|
40.957
|
|
Withholding income tax (IRRF)
|
|
|
11.835
|
|
|
|
4.065
|
|
Withholding CSLL
|
|
|
3.258
|
|
|
|
|
|
Withholding COFINS
|
|
|
|
|
|
|
2.299
|
|
Service tax (ISSQN)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social security tax (INSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State VAT (ICMS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other recoverable taxes
|
|
|
118
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
326.630
|
|
|
|
233.686
|
|
|
|
|
|
|
|
|
|
|
F-30
Noncurrent
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Tax on revenue (COFINS)
|
|
|
260.201
|
|
|
|
453.337
|
|
Tax on revenue (PIS)
|
|
|
45.606
|
|
|
|
98.887
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
305.807
|
|
|
|
552.224
|
|
|
|
|
|
|
|
|
|
|
IRRF amounts refer to withholding taxes upon the redemption of short-term investments and are offset against
federal taxes.
Recoverable PIS and COFINS balances are generated upon the acquisition of services and property, plant and equipment items
(mainly civil construction-related), for the implementation of the power plant. After startup of operations of the plant, resulting in increase in ESBRs revenues, such taxes were subsequently offset upon filing of the Digital Tax Recordkeeping
- EFD Contribution (public system of digital taxation control) with the Brazilian Federal Revenue Service.
Consequently, such fact has
consummated its right to offset such amounts against any tax managed by the Brazilian Federal Revenue Service, thus offsetting the contributions to PIS and COFINS, as well as other taxes beginning December 2014. The credits generated in 2015 were
processed through the Public Digital Recordkeeping System (SPED) in 2015.
F-31
Variation in the period is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2014
|
|
|
Addition
Credits generated
|
|
|
Transfer
short-term
|
|
|
Offsets
|
|
|
12/31/2015
|
|
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIS
|
|
|
40.957
|
|
|
|
|
|
|
|
69.998
|
|
|
|
(67.321
|
)
|
|
|
43.634
|
|
COFINS
|
|
|
186.359
|
|
|
|
|
|
|
|
272.512
|
|
|
|
(257.887
|
)
|
|
|
200.984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
227.316
|
|
|
|
|
|
|
|
342.510
|
|
|
|
(325.208
|
)
|
|
|
244.618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PIS
|
|
|
98.887
|
|
|
|
16.717
|
|
|
|
(69.998
|
)
|
|
|
|
|
|
|
45.606
|
|
COFINS
|
|
|
453.337
|
|
|
|
79.376
|
|
|
|
(272.512
|
)
|
|
|
|
|
|
|
260.201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
552.224
|
|
|
|
96.093
|
|
|
|
(342.510
|
)
|
|
|
|
|
|
|
305.807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
779.540
|
|
|
|
96.093
|
|
|
|
|
|
|
|
(325.208
|
)
|
|
|
550.425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a)
|
The subsidiarys deferred taxes are broken down as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nature
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
(i) Tax loss and preoperating expenses
|
|
|
200.095
|
|
|
|
127.910
|
|
|
|
176.606
|
|
(ii) Temporary differences *
|
|
|
3.023.501
|
|
|
|
2.083.057
|
|
|
|
158.599
|
|
Total
|
|
|
3.223.596
|
|
|
|
2.210.967
|
|
|
|
335.205
|
|
Combined income tax and social contribution rate
|
|
|
34
|
%
|
|
|
34
|
%
|
|
|
34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1.096.023
|
|
|
|
751.729
|
|
|
|
113.970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
Basically comprise the allowance for doubtful debts and provision for risks.
|
F-32
Such assets will be used as from the date the subsidiary recognizes profit, which is expected to
take place in 2021. As from such date, the subsidiary is expected to amortize all accumulated credits within no more than 11 years.
The
subsidiary estimates the utilization of the deferred tax asset based on projected future revenue. Accordingly, the variance between years is due to factors that are inherent in the subsidiarys operation and, in 2016 and 2017 taxable profits
are expected to decrease, due to some aspects, such as: i) full recognition in profit or loss of depreciation expenses, based on the activity startup schedule; ii) full recognition in profit or loss of financing charge expenses, based on the
activity startup schedule; and iii) change in the revenue mix with higher share of the ACR, under the regulated contractual environment.
|
b)
|
Reconciliation of tax expenses with statutory tax rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
Pretax income
|
|
|
(1.047.735
|
)
|
|
|
(1.812.422
|
)
|
|
|
(228.430
|
)
|
Statutory tax rate
|
|
|
34
|
%
|
|
|
34
|
%
|
|
|
34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes at statutory rates
|
|
|
356.230
|
|
|
|
616.223
|
|
|
|
77.667
|
|
Permanent differences
|
|
|
(7.844
|
)
|
|
|
(528
|
)
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax and social contribution in profit or loss for the period
|
|
|
348.386
|
|
|
|
615.695
|
|
|
|
(77.767
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Breakdown of taxes in profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
(187
|
)
|
|
|
(22.064
|
)
|
|
|
|
|
Deferred
|
|
|
348.573
|
|
|
|
637.759
|
|
|
|
77.767
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total tax in profit or loss
|
|
|
348.386
|
|
|
|
615.695
|
|
|
|
(77.767
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective rate
|
|
|
33
|
%
|
|
|
34
|
%
|
|
|
34
|
%
|
F-33
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Power concessionaires
|
|
|
|
|
|
|
|
|
Advances to suppliers
|
|
|
9.037
|
|
|
|
3.806
|
|
R&D projects
|
|
|
5.941
|
|
|
|
5.193
|
|
Salary prepayment - vacation
|
|
|
300
|
|
|
|
250
|
|
Disposal of assets and rights
|
|
|
165
|
|
|
|
486
|
|
Advances of travel expenses
|
|
|
27
|
|
|
|
416
|
|
Master Control GSC (*)
|
|
|
|
|
|
|
16.652
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
15.470
|
|
|
|
26.803
|
|
|
|
|
|
|
|
|
|
|
(*)
|
The amount relating to the Master control GSC of R$16,652 was fully received in 2015. This amount received from ANEEL was related to costs incurred with the implementation of Generation Station Coordinator (GSC0 at the
generation unit of UHE Jirau. The GSC is a system designed to control the generation volume of UHEs Jirau and Santo Antônio.
|
F-34
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Tax
|
|
|
25.383
|
|
|
|
23.495
|
|
Labor
|
|
|
1.482
|
|
|
|
2.445
|
|
Civil
|
|
|
1.308
|
|
|
|
11.827
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
28.173
|
|
|
|
37.767
|
|
|
|
|
|
|
|
|
|
|
Such deposits refer to amounts related to ongoing lawsuits at judicial level (Note 23).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015 (unaudited)
|
|
|
|
Assets
|
|
|
Liabilities
|
|
Risk
|
|
Premium
amount
|
|
|
Amount
amortized
|
|
|
Balance
to be
amortized
|
|
|
Balance
payable
|
|
Civil liability (a)
|
|
|
1.067
|
|
|
|
935
|
|
|
|
132
|
|
|
|
|
|
Engineering (b)
|
|
|
103.291
|
|
|
|
73.133
|
|
|
|
30.158
|
|
|
|
67.291
|
|
Compliance with the concession arrangement (c)
|
|
|
16.427
|
|
|
|
14.332
|
|
|
|
2.095
|
|
|
|
|
|
Property damages upon equipment transportation (d)
|
|
|
834
|
|
|
|
398
|
|
|
|
436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
121.619
|
|
|
|
88.798
|
|
|
|
32.821
|
|
|
|
67.291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renegotiation of the GSF (Generating Scaling Factor) hydrological risk premium (f)
|
|
|
|
|
|
|
|
|
|
|
169.548
|
|
|
|
|
|
Other prepaid expenses
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
Subtotal
|
|
|
|
|
|
|
|
|
|
|
169.555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
202.376
|
|
|
|
67.291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
38.944
|
|
|
|
67.291
|
|
Noncurrent
|
|
|
|
|
|
|
|
|
|
|
163.432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
202.376
|
|
|
|
67.291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2014
|
|
|
|
Assets
|
|
|
Liabilities
|
|
Risk
|
|
Premium
amount
|
|
|
Amount
amortized
|
|
|
Balance
to be
amortized
|
|
|
Balance
payable
|
|
Civil liability (a)
|
|
|
1.067
|
|
|
|
326
|
|
|
|
741
|
|
|
|
|
|
Engineering (b)
|
|
|
90.054
|
|
|
|
83.411
|
|
|
|
6.643
|
|
|
|
869
|
|
Compliance with the concession arrangement (c)
|
|
|
16.427
|
|
|
|
12.401
|
|
|
|
4.026
|
|
|
|
|
|
Property damages upon equipment transportation (d)
|
|
|
42
|
|
|
|
17
|
|
|
|
25
|
|
|
|
|
|
Delivery of power acquired in auction (A-3) (e)
|
|
|
951
|
|
|
|
893
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
108.541
|
|
|
|
97.048
|
|
|
|
11.493
|
|
|
|
869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized insurance endorsement - risks: engineering, operating and loss of profits
|
|
|
|
|
|
|
|
|
|
|
36.000
|
|
|
|
|
|
Warranty insurance
|
|
|
|
|
|
|
|
|
|
|
413
|
|
|
|
|
|
Operating permit fee
|
|
|
|
|
|
|
|
|
|
|
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
|
|
|
|
|
|
|
36.727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
48.220
|
|
|
|
869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
9.993
|
|
|
|
869
|
|
Noncurrent
|
|
|
|
|
|
|
|
|
|
|
38.227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
48.220
|
|
|
|
869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company and its subsidiary take all insurance necessary to comply with the legislation, BNDES financing
contractual obligations and concession-related obligations, by transferring to insurance companies the risks below related to the plants construction and operation project:
|
(a)
|
General civil liability works and operation
|
This insurance covers the damages caused to
third parties, general civil liability related to the plants construction work and operation. It aims at indemnifying the insured in connection with any sums for which it is legally responsible for paying in relation to death, bodily injury,
interference, transgression or disturbance, during the effective period arising from or relating to the project/business. This insurance is effective through March 20, 2016.
|
(b)
|
Operating and loss of profits and business discontinuance risks
|
|
|
|
Engineering, operating and business discontinuance risks (initial insurance policy)
|
F-36
Covers property damages arising from accidents in facilities and assembling activities,
manufacturers risk, extended maintenance and operating and business discontinuance risks. The amounts at risk and respective maximum indemnity limits were determined as follows:
|
|
|
|
|
|
|
|
|
|
|
Type of insurance
|
|
Amount
at risk
|
|
|
Maximum
indemnity limit
|
|
|
Insurance term considering
endorsement
|
Installation and assembly risk plus one year of extended maintenance
|
|
|
7.337.814
|
|
|
|
800.000
|
|
|
02/13/2009 to 06/20/2014
(06/20/2015 - for extended
maintenance)
|
Operational risks
|
|
|
7.337.814
|
|
|
|
1,000,000
(Combined)
|
|
|
02/13/2009 to 06/20/2014
|
Business discontinuance risk
|
|
|
2.454.493
|
|
|
|
|
|
|
02/13/2009 to 06/20/2014
|
|
|
|
Engineering, operational and loss of profits (endorsement of the initial policy)
|
Covers all
installation and assembling risks, test claim, commissioning and extended maintenance and all operational risks. The policy is effective between January 1, 2012 and March 20, 2016.
|
|
|
|
|
|
|
|
|
|
|
Type of insurance
|
|
Amount
at risk
|
|
|
Maximum
indemnity limit
|
|
|
Insurance term considering
endorsement
|
Installation and assembly risk plus one year of extended maintenance
|
|
|
13.823.538
|
|
|
|
800.000
|
|
|
01/01/2012 to 03/20/2016
(03/20/2017 - for extended
maintenance)
|
Operational risks
|
|
|
13.823.538
|
|
|
|
1.000.000
(Combined)
|
|
|
01/01/2012 to 03/20/2016
|
Business discontinuance risk
|
|
|
2.454.493
|
|
|
|
|
|
|
01/01/2012 to 03/20/2016
|
F-37
Arbitration proceeding whose filing was requested by Sul América
Cia. Nacional de Seguros, Allianz Seguros S.A., Companhia de Seguros Aliança do Brasil, Mapfre Vera Cruz Seguradora S.A, Itaú Seguros S.A. and Zurich Minas Brasil Seguros S.A. related to the extension of coverage of two insurance
policies. The proceeding was settled on December 22, 2015, a court ruling was handed down determining the amount of the additional premium of R$103,291. For this reason, and taking into account the amount already deposited in escrow by the
subsidiary of R$36,000, the subsidiary was sentenced to pay, withinb a period of thirty days, the amount of R$67,291, in addition to the reimbursement of the costs in the amount of R$580 and attorneys fees in the amount of R$8,177, incurred by
plaintiffs, the last two amounts being accounted for in Other current liabilities (Note 25).
|
(c)
|
Performance bond of the concession agreement of Auction 05/08
|
The subsidiary took insurance to
guarantee compliance with the concession arrangement. This insurance secures the indemnity, up to the amount of the warrant set in the policy, for the loses arisin from the default of the obligations assumed by the borrower (subsidiary) under a
construction, service provision or supply agreement entered into among it and the insured (ANEEL) and covered by the policy. This insurance is effective through January 30, 2017.
|
(d)
|
International transportation (import)
|
This insurance was taken by the subsidiary for property
damages occurred during the transportation of imported equipment, including the substation coming from Korea and the generation units (turbines) coming from China. There is also a projection to cover any delay in the startup of activities, arising
from a damage or loss caused to any cargo, only for the six first generation units (turbines). The validity of such insurance was renewed and cover risks through December 31, 2015 and was renewed again through December 31, 2015.
|
(e)
|
Warranty of delivery of power acquired in Auction A-3
|
The subsidiary took insurance for
performance guarantee on the delivery of power (additional coverage) from Auction
A-3.
F-38
This insurance secures the indemnity, up to the amount of the warrant set in the policy, for the
loses arisin from the default or service provision agreement entered into among entered into among it and the insured (ANEEL) and covered by the policy, excluding any loss arising from other insurance line, such as civil liability and business
discontinuance. The expected loss will be converted into claim, upon notification, by the insured (ANEEL) to the insurer, of the completion of the administrative proceedings that confirm the default of the borrowe (subsidiary). This insurance is
effective through November 30, 2016.
|
|
|
Partial release of the performance bond - UHE Jirau (Case 48500.004505/2008-02)
|
Under
Official Letter 398/2015-SCG/ANEEL, of March 31, 2015, since UHE Jirau attained the Beginning of operation of the generation unit that comprises 50% of the total capacity of the plant, according to Memorandum
nº 82/2015-SFG/ANEEL, of March 27, 2015, ANEEL informed that the respective performance bond was already partially released in the amount corresponding to 85% of its original amount, pursuant to item 12.5.1 of the invitation to bid of
Auction 05/08.
Accordingly, the total amount of the effective bonds was reduced, through the substitution or endorsement of policy (s),
to the total amount corresponding to R$97,500 and must e delivered to Banco Bradesco S.A. Department of Shares and Custody.
|
(f)
|
For the GSF (Generating Scaling Factor), see Note 24
-
item a.
|
F-39
12.
|
PROPERTY, PLANT AND EQUIPMENT
|
As at December 31, 2015, the subsidiary owns 37 generation
units in operation (20 generation units as at December 31, 2014), as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sequence
|
|
|
Generation
unit
|
|
|
ANEEL
Order
|
|
|
Startup of
activities
|
|
|
Sequence
|
|
|
Generation
unit
|
|
|
ANEEL
Order
|
|
|
Startup of
activities
|
|
|
1ª
|
|
|
|
29
|
|
|
|
3.087
|
|
|
|
09/06/2013
|
|
|
|
20ª
|
|
|
|
35
|
|
|
|
4.849
|
|
|
|
12/18/2014
|
|
|
2ª
|
|
|
|
40
|
|
|
|
349
|
|
|
|
02/12/2014
|
|
|
|
21ª
|
|
|
|
09
|
|
|
|
25
|
|
|
|
01/08/2015
|
|
|
3ª
|
|
|
|
30
|
|
|
|
374
|
|
|
|
02/19/2014
|
|
|
|
22ª
|
|
|
|
10
|
|
|
|
233
|
|
|
|
02/03/2015
|
|
|
4ª
|
|
|
|
01
|
|
|
|
410
|
|
|
|
02/22/2014
|
|
|
|
23ª
|
|
|
|
14
|
|
|
|
266
|
|
|
|
02/06/2015
|
|
|
5ª
|
|
|
|
02
|
|
|
|
514
|
|
|
|
03/08/2014
|
|
|
|
24ª
|
|
|
|
12
|
|
|
|
520
|
|
|
|
03/04/2015
|
|
|
6ª
|
|
|
|
39
|
|
|
|
514
|
|
|
|
03/08/2014
|
|
|
|
25ª
|
|
|
|
13
|
|
|
|
520
|
|
|
|
03/04/2015
|
|
|
7ª
|
|
|
|
31
|
|
|
|
1.271
|
|
|
|
04/24/2014
|
|
|
|
26ª
|
|
|
|
28
|
|
|
|
520
|
|
|
|
03/04/2015
|
|
|
8ª
|
|
|
|
03
|
|
|
|
1.310
|
|
|
|
04/26/2014
|
|
|
|
27ª
|
|
|
|
15
|
|
|
|
1234
|
|
|
|
04/28/2015
|
|
|
9ª
|
|
|
|
04
|
|
|
|
1.737
|
|
|
|
06/03/2014
|
|
|
|
28ª
|
|
|
|
27
|
|
|
|
1408
|
|
|
|
05/08/2015
|
|
|
10ª
|
|
|
|
32
|
|
|
|
2.412
|
|
|
|
07/10/2014
|
|
|
|
29ª
|
|
|
|
26
|
|
|
|
1630
|
|
|
|
05/21/2015
|
|
|
11ª
|
|
|
|
05
|
|
|
|
2.861
|
|
|
|
07/29/2014
|
|
|
|
30ª
|
|
|
|
24
|
|
|
|
1881
|
|
|
|
06/11/2015
|
|
|
12ª
|
|
|
|
38
|
|
|
|
3.618
|
|
|
|
09/04/2014
|
|
|
|
31ª
|
|
|
|
25
|
|
|
|
1947
|
|
|
|
06/17/2015
|
|
|
13ª
|
|
|
|
07
|
|
|
|
3.772
|
|
|
|
09/18/2014
|
|
|
|
32ª
|
|
|
|
23
|
|
|
|
2074
|
|
|
|
06/25/2015
|
|
|
14ª
|
|
|
|
06
|
|
|
|
4.092
|
|
|
|
10/09/2014
|
|
|
|
33ª
|
|
|
|
22
|
|
|
|
2.469
|
|
|
|
07/31/2015
|
|
|
15ª
|
|
|
|
33
|
|
|
|
4.213
|
|
|
|
10/23/2014
|
|
|
|
34ª
|
|
|
|
21
|
|
|
|
2.989
|
|
|
|
09/04/2015
|
|
|
16ª
|
|
|
|
08
|
|
|
|
4.260
|
|
|
|
10/30/2014
|
|
|
|
35ª
|
|
|
|
16
|
|
|
|
3.357
|
|
|
|
10/01/2015
|
|
|
17ª
|
|
|
|
34
|
|
|
|
4.335
|
|
|
|
11/06/2014
|
|
|
|
36ª
|
|
|
|
11
|
|
|
|
3516
|
|
|
|
10/21/2015
|
|
|
18ª
|
|
|
|
37
|
|
|
|
4.549
|
|
|
|
11/25/2014
|
|
|
|
37ª
|
|
|
|
20
|
|
|
|
3.995
|
|
|
|
12/11/2015
|
|
|
19ª
|
|
|
|
36
|
|
|
|
4.720
|
|
|
|
12/06/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015 (unaudited)
|
|
|
|
Adjusted cost
|
|
|
Accumulated
depreciation
|
|
|
Net
amount
|
|
In service
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
Reservoir, dams and water mains
|
|
|
3.658.321
|
|
|
|
(128.361
|
)
|
|
|
3.529.960
|
|
Buildings - constructions and improvements
|
|
|
4.042.028
|
|
|
|
(149.390
|
)
|
|
|
3.892.638
|
|
Machinery and equipment
|
|
|
6.045.258
|
|
|
|
(233.865
|
)
|
|
|
5.811.393
|
|
Furniture and fixtures
|
|
|
2.132
|
|
|
|
(136
|
)
|
|
|
1.996
|
|
Vehicles
|
|
|
1.499
|
|
|
|
(226
|
)
|
|
|
1.273
|
|
Environmental costs
|
|
|
110.940
|
|
|
|
(12.717
|
)
|
|
|
98.223
|
|
Land
|
|
|
4.830
|
|
|
|
|
|
|
|
4.830
|
|
F-40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015 (unaudited)
|
|
|
|
Adjusted cost
|
|
|
Accumulated
depreciation
|
|
|
Net
amount
|
|
Connection system:
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
469.561
|
|
|
|
(23.275
|
)
|
|
|
446.286
|
|
Buildings - constructions and improvements
|
|
|
2.228
|
|
|
|
(208
|
)
|
|
|
2.020
|
|
Management:
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
2.453
|
|
|
|
(336
|
)
|
|
|
2.117
|
|
Vehicles
|
|
|
683
|
|
|
|
(402
|
)
|
|
|
281
|
|
Buildings - constructions and improvements
|
|
|
83.101
|
|
|
|
(14.527
|
)
|
|
|
68.574
|
|
Furniture and fixtures
|
|
|
204
|
|
|
|
(5
|
)
|
|
|
199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
14.423.238
|
|
|
|
(563.448
|
)
|
|
|
13.859.790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In progress
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights of way
|
|
|
94
|
|
|
|
|
|
|
|
94
|
|
Reservoirs, dams and water mains
|
|
|
897.101
|
|
|
|
|
|
|
|
897.101
|
|
Machinery and equipment
|
|
|
1.967.538
|
|
|
|
|
|
|
|
1.967.538
|
|
Environmental costs
|
|
|
59.419
|
|
|
|
|
|
|
|
59.419
|
|
Furniture and fixtures - Equipment in general
|
|
|
1.294
|
|
|
|
|
|
|
|
1.294
|
|
Advances to suppliers
|
|
|
169.460
|
|
|
|
|
|
|
|
169.460
|
|
Other construction costs
|
|
|
157.769
|
|
|
|
|
|
|
|
157.769
|
|
Construction works
|
|
|
3.252.952
|
|
|
|
|
|
|
|
3.252.952
|
|
Other property, plant and equipment
|
|
|
22.410
|
|
|
|
|
|
|
|
22.410
|
|
Property, plant and equipment to allocate
|
|
|
700.452
|
|
|
|
|
|
|
|
700.452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
7.228.489
|
|
|
|
|
|
|
|
7.228.489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
21.651.727
|
|
|
|
(563.448
|
)
|
|
|
21.088.279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2014
|
|
|
|
Adjusted cost
|
|
|
Accumulated
depreciation
|
|
|
Net amount
|
|
In service
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
Reservoir, dams and water mains
|
|
|
1.415.662
|
|
|
|
(25.732
|
)
|
|
|
1.389.930
|
|
Buildings - constructions and improvements
|
|
|
2.038.397
|
|
|
|
(37.088
|
)
|
|
|
2.001.309
|
|
Machinery and equipment
|
|
|
2.206.545
|
|
|
|
(42.928
|
)
|
|
|
2.163.617
|
|
Furniture and fixtures
|
|
|
892
|
|
|
|
(20
|
)
|
|
|
872
|
|
Vehicles
|
|
|
356
|
|
|
|
(12
|
)
|
|
|
344
|
|
Environmental costs
|
|
|
143.922
|
|
|
|
(9.276
|
)
|
|
|
134.646
|
|
Connection system
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
284.088
|
|
|
|
(9.818
|
)
|
|
|
274.270
|
|
Buildings - constructions and improvements
|
|
|
2.228
|
|
|
|
(119
|
)
|
|
|
2.109
|
|
F-41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2014
|
|
|
|
Adjusted cost
|
|
|
Accumulated
depreciation
|
|
|
Net amount
|
|
Management
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
527
|
|
|
|
(93
|
)
|
|
|
434
|
|
Vehicles
|
|
|
683
|
|
|
|
(304
|
)
|
|
|
379
|
|
Buildings - constructions and improvements
|
|
|
14
|
|
|
|
|
|
|
|
14
|
|
Furniture and fixtures
|
|
|
4
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
6.093.318
|
|
|
|
(125.390
|
)
|
|
|
5.967.928
|
|
In progress
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
106.752
|
|
|
|
|
|
|
|
106.752
|
|
Reservoirs, dams and water mains
|
|
|
1.947.119
|
|
|
|
|
|
|
|
1.947.119
|
|
Machinery and equipment
|
|
|
2.750.435
|
|
|
|
|
|
|
|
2.750.435
|
|
Environmental costs
|
|
|
21.918
|
|
|
|
|
|
|
|
21.918
|
|
Furniture and fixtures - Equipment in general
|
|
|
1.218
|
|
|
|
|
|
|
|
1.218
|
|
Advances to suppliers
|
|
|
1.000.629
|
|
|
|
|
|
|
|
1.000.629
|
|
Other construction costs
|
|
|
2.763.861
|
|
|
|
|
|
|
|
2.763.861
|
|
Construction works
|
|
|
4.469.801
|
|
|
|
|
|
|
|
4.469.801
|
|
Other property, plant and equipment
|
|
|
165.009
|
|
|
|
|
|
|
|
165.009
|
|
Property, plant and equipment to allocate
|
|
|
549.236
|
|
|
|
|
|
|
|
549.236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
13.775.978
|
|
|
|
|
|
|
|
13.775.978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total PP&E
|
|
|
19.869.296
|
|
|
|
(125.390
|
)
|
|
|
19.743.906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalization of interest to property, plant and equipment amounts to R$2,604,182 as of December 31,
2014 ((R$2,015,722 as of December 31, 2013
(unaudited)
).
F-42
|
b)
|
The table below shows the variation in property, plant and equipment from January 1 to December 31, 2015 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reservoir,
dams and
water mains
|
|
|
Buildings -
constructions
and
improvements
|
|
|
Machinery
and
equipment
|
|
|
Vehicles
|
|
|
Furniture
and
fixtures
|
|
|
Environmental
costs
|
|
|
Land
|
|
|
Construction
in progress
|
|
|
Total
|
|
Balance as at 12/31/2014
|
|
|
1.389.930
|
|
|
|
2.003.432
|
|
|
|
2.438.321
|
|
|
|
723
|
|
|
|
876
|
|
|
|
134.646
|
|
|
|
|
|
|
|
13.775.978
|
|
|
|
19.743.906
|
|
Inflows
|
|
|
|
|
|
|
|
|
|
|
11.827
|
|
|
|
871
|
|
|
|
1.440
|
|
|
|
|
|
|
|
|
|
|
|
1.779.916
|
|
|
|
1.794.054
|
|
Transfers
|
|
|
2.242.659
|
|
|
|
2.086.718
|
|
|
|
4.015.403
|
|
|
|
355
|
|
|
|
|
|
|
|
(32.982
|
)
|
|
|
4.830
|
|
|
|
(8.316.983
|
)
|
|
|
|
|
Write-offs
|
|
|
|
|
|
|
|
|
|
|
(1.120
|
)
|
|
|
(83
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14.941
|
)
|
|
|
(16.144
|
)
|
Inflation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.519
|
|
|
|
4.519
|
|
Depreciation
|
|
|
(102.629
|
)
|
|
|
(126.918
|
)
|
|
|
(204.635
|
)
|
|
|
(312
|
)
|
|
|
(121
|
)
|
|
|
(3.441
|
)
|
|
|
|
|
|
|
|
|
|
|
(438.056
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 12/31/2015
|
|
|
3.529.960
|
|
|
|
3.963.232
|
|
|
|
6.259.796
|
|
|
|
1.554
|
|
|
|
2.195
|
|
|
|
98.223
|
|
|
|
4.830
|
|
|
|
7.228.489
|
|
|
|
21.088.279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
c)
|
The table below shows the variation in property, plant and equipment from January 1 to December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reservoir,
dams and
water mains
|
|
|
Buildings -
constructions
and
improvements
|
|
|
Machinery
and
equipment
|
|
|
Vehicles
|
|
|
Furniture
and
fixtures
|
|
|
Environmental
costs
|
|
|
Construction
in progress
|
|
|
Total
|
|
Balance as at 12/31/2013
|
|
|
76.576
|
|
|
|
126.257
|
|
|
|
217.205
|
|
|
|
477
|
|
|
|
|
|
|
|
210.554
|
|
|
|
16.574.025
|
|
|
|
17.205.094
|
|
Inflows
|
|
|
|
|
|
|
14
|
|
|
|
5.051
|
|
|
|
356
|
|
|
|
896
|
|
|
|
|
|
|
|
2.710.166
|
|
|
|
2.716.483
|
|
Transfers
|
|
|
1.338.227
|
|
|
|
1.912.946
|
|
|
|
2.272.961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.524.134
|
)
|
|
|
|
|
Write-offs
|
|
|
|
|
|
|
|
|
|
|
(6.598
|
)
|
|
|
|
|
|
|
|
|
|
|
(66.632
|
)
|
|
|
|
|
|
|
(73.230
|
)
|
Inflation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.921
|
|
|
|
15.921
|
|
Depreciation
|
|
|
(24.873
|
)
|
|
|
(35.785
|
)
|
|
|
(50.298
|
)
|
|
|
(110
|
)
|
|
|
(20
|
)
|
|
|
(9.276
|
)
|
|
|
|
|
|
|
(120.362
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 12/31/2014
|
|
|
1.389.930
|
|
|
|
2.003.432
|
|
|
|
2.438.321
|
|
|
|
723
|
|
|
|
876
|
|
|
|
134.646
|
|
|
|
13.775.978
|
|
|
|
19.743.906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
The amount derives from the installation license (L.I.) relating to provisions for environmental costs on environmental licenses and plant operating licenses. The provisions for environmental costs were adjusted based
on the annual amounts of environmental programs, from 2015 to 2043. The table below shows the changes in property, plant and equipment from January 1 to December 31, 2013 (unaudited):
|
F-43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reservoir,
dams and
water mains
|
|
|
Buildings -
constructions
and
improvements
|
|
|
Machinery
and
equipment
|
|
|
Vehicles
|
|
|
Environmental
costs
|
|
|
Construction
in progress
|
|
|
Total
|
|
Balance as of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.511.435
|
|
|
|
13.511.435
|
|
Inflows
|
|
|
|
|
|
|
|
|
|
|
382
|
|
|
|
|
|
|
|
210.554
|
|
|
|
3.487.752
|
|
|
|
3.698.688
|
|
Transfers
|
|
|
77.436
|
|
|
|
127.680
|
|
|
|
219.364
|
|
|
|
682
|
|
|
|
|
|
|
|
(425.162
|
)
|
|
|
|
|
Write-offs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
(860
|
)
|
|
|
(1.423
|
)
|
|
|
(2.541
|
)
|
|
|
(205
|
)
|
|
|
|
|
|
|
|
|
|
|
(5.029
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2013
|
|
|
76.576
|
|
|
|
126.257
|
|
|
|
217.205
|
|
|
|
477
|
|
|
|
210.554
|
|
|
|
16.574.025
|
|
|
|
17.205.094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
d)
|
Depreciation rates and estimated useful life
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
(% p.a.)
|
|
|
Useful life
average (years)
|
|
Reservoir, dams and water mains
|
|
|
3,45
|
|
|
|
29
|
|
Buildings - constructions and improvements
|
|
|
3,45
|
|
|
|
29
|
|
Machinery and equipment (other)
|
|
|
3,57
|
|
|
|
28
|
|
Furniture and fixtures
|
|
|
6,25
|
|
|
|
16
|
|
Vehicles
|
|
|
14,29
|
|
|
|
7
|
|
F-44
The subsidiary uses the depreciation rates determined by ANEEL, limited to the concession term.
The Company conducted a detailed analysis of the costs and terms of the
programs relating to the implementation stage, as well as those arising from the operating license that will be effective through the end of the concession term, that is, during the operating stage. The costs on the implementation stage relating to
the decommissioning and Damaged Area Recovery Program (PRAD) were also calculated.
Variation in intangible assets from January 1 to
December 31, 2015 (unaudited) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBP
|
|
|
Software
|
|
|
Operating
license
|
|
|
Total
|
|
Balance as at 12/31/2014
|
|
|
110.877
|
|
|
|
4.523
|
|
|
|
479.438
|
|
|
|
594.838
|
|
Additions
|
|
|
|
|
|
|
3.343
|
|
|
|
|
|
|
|
3.343
|
|
Write-offs
|
|
|
|
|
|
|
(72
|
)
|
|
|
|
|
|
|
(72
|
)
|
Inflation adjustment
|
|
|
|
|
|
|
|
|
|
|
13.907
|
|
|
|
13.907
|
|
Amortization
|
|
|
(3.868
|
)
|
|
|
(794
|
)
|
|
|
(10.075
|
)
|
|
|
(14.737
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 12/31/2015 (unaudited)
|
|
|
107.009
|
|
|
|
7.000
|
|
|
|
483.270
|
|
|
|
597.279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in intangible assets from January 1 to December 31, 2014 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBP
|
|
|
Software
|
|
|
Operating
license
|
|
|
Total
|
|
Balance as at 12/31/2013 (unaudited)
|
|
|
117.151
|
|
|
|
3.027
|
|
|
|
245.756
|
|
|
|
365.934
|
|
Additions
|
|
|
|
|
|
|
2.188
|
|
|
|
215.545
|
*
|
|
|
217.733
|
|
Inflation adjustment
|
|
|
|
|
|
|
|
|
|
|
20.493
|
|
|
|
20.493
|
|
Amortization
|
|
|
(6.274
|
)
|
|
|
(692
|
)
|
|
|
(2.356
|
)
|
|
|
(9.322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 12/31/2014
|
|
|
110.877
|
|
|
|
4.523
|
|
|
|
479.438
|
|
|
|
594.838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
The additions in the operating license (L.O.) refer to provision for environmental costs and plants operating licenses. The provision for environmental costs was adjusted based on the annual amounts of the
environmental programs, from 2015 to 2043.
|
F-45
|
a)
|
Amortization rates and estimated useful life
|
UBP costs are amortized over the concession term,
which began in September 2013, the month of startup of operation of the first machinery up to 2043, end of the concession term.
LO costs
are amortized proportionally to the number of machinery in operation based on rates compartible with the concession term. Software costs are amortized at the rate of 20% p.a.
On May 13, 2014, Law 12973 was enacted to:
|
i.
|
Amend the federal tax law that addresses the Corporate Income Tax (IRPJ), the Social Contribution on Net Income (CSLL), the Social Integration Program Tax on Revenue (PIS/PASEP), and the Social Security Funding Tax on
Revenue (COFINS).
|
|
ii.
|
Revoked the Transitional Tax Regime (RTT), introduced by Law 11941, of May 27, 2009.
|
|
iii.
|
Provide for the taxation of the earnings of legal entities domiciled in Brazil, with respect to the earnings from foreign subsidiaries and associates and the earnings received by an individual resident in Brazil through
a controlled foreign legal entity.
|
|
iv.
|
Provides for other measures.
|
F-46
The provisions of said law came into effect in calendar year 2015 and it is being adopted by the
subsidiary where applicable. There were no significant impacts arising from the enactment of the new law.
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
ISSQN - Tax assessment
|
|
|
16.117
|
|
|
|
14.941
|
|
Related taxes
|
|
|
2.435
|
|
|
|
13.804
|
|
Economic Intervention Contribution (CIDE)
|
|
|
|
|
|
|
|
|
IRRF PF/PJ
|
|
|
|
|
|
|
1.743
|
|
State VAT (ICMS)
|
|
|
131
|
|
|
|
137
|
|
ISSQN
|
|
|
|
|
|
|
2.547
|
|
Current income tax and social contribution
|
|
|
187
|
|
|
|
3.435
|
|
Withholding social contribution
|
|
|
|
|
|
|
1.923
|
|
Total
|
|
|
18.870
|
|
|
|
38.530
|
|
|
|
|
|
|
|
|
|
|
The subsidiary is a party to an agreement entered into with Leme Engenharia
Ltda., a GDF Suez Group company.
The purpose of the agreement is the: (a) preparation of the basic project of UHE Jirau and its
consolidated basic project; (b) technical advisory services to assist the subsidiary with the preparation of asset supply and service provision agreements entered into with UHE Jirau; and (c) engineering and technical advisory services for
the implementation of UHE Jirau. The total contractual amount, including the related addenda, is R$303,423 (R$290,819 as at December 31, 2014). Beginning April 2008, the amounts set out in the agreement are adjusted upward or downward on an
annual basis based on the IPCA. Of the total adjusted contractual amount, R$336,766 was realized through December 2015 (R$302,870 up to the end of 2014). As at December 31, 2015, the remaining adjusted contractual amount with Leme Engenharia
Ltda. is R$13,291 (R$36,417 as at December 31, 2014). The contractors engineering activities will be performed during the construction works, until their completion.
The subsidiary is also a party to an agreement entered into with Tractebel Engineering, under the name of Coyne Et Belier. The purpose of the
agreement is the provision of consulting services for control and monitoring of manufacturing and delivery of turbines. The total contractual amount, including the related addenda, is 10,378 thousand (9,838 thousand as at
December 31, 2014). Of such amount, 10,378 thousand, corresponding to R$46,025 was realized through December 31, 2015 (9,465 thousand corresponding to R$25,916 through the end of 2014). As at December 31, 2015, there
was no remaining balance in the agreement (as at December 31, 2014, there was no balance, since the addendum was entered into in January 2015).
F-47
The balances relating to the abovementioned related parties, which were already realized and
pending payment, are accounted for as Trade payables in Note 16, which totals the amount of R$3,119 as at December 31, 2015 (R$5.220 as at December 31, 2014).
|
15.2.
|
Receivables from power sale revenue - ACL
|
Under the financing agreement entered into with
BNDES (Note 20), the subsidiary entered into with the Companys shareholders power sale agreements determining that, if the subsidiary failed to sell its power targeted to the ACL, the Companys shareolders would acquire such power
proportionally to their interests in the capital of ESBR Participações S.A. at a specific price agreed upon among the parties, annual adjusted based on the IPCA.
Below is the description of intragroup power sale transactions (Note 29). In 2015 the subsidiary conducted power sale transactions with the
Companys related parties (Note 6). There were no such transactins in 2013 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Geramamoré Participações e Comercializadora de Energia Ltda. (GDF Suez group
company)
|
|
|
62.656
|
|
|
|
26.920
|
|
Companhia Hidro Elétrica do São Francisco - Chesf
|
|
|
20.887
|
|
|
|
8.974
|
|
Eletrosul Centrais Elétricas S.A.
|
|
|
20.887
|
|
|
|
8.974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104.430
|
|
|
|
44.868
|
|
|
|
|
|
|
|
|
|
|
F-48
Revenue from related parties:
In 2015 and 2014, the subsidiary conducted the following power sale transactions with the Companys related parties (Note 25). There were
no such transactins in 2013 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Geramamoré Participações e Comercializadora de Energia Ltda. (GDF Suez group
company)
|
|
|
640.639
|
|
|
|
89.712
|
|
Companhia Hidro Elétrica do São Francisco - Chesf
|
|
|
213.544
|
|
|
|
30.301
|
|
Eletrosul Centrais Elétricas S.A.
|
|
|
213.544
|
|
|
|
29.904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.067.727
|
|
|
|
149.917
|
|
|
|
|
|
|
|
|
|
|
|
15.3.
|
Sales to related parties of Eletrobras Group - ACR
|
As mentioned in Note 1, 70% of the
guaranteed energy of UHE Jirau in the 2008 Auction amd 100% of the guaranteed energy of the expansion of UHE Jirau was sold in the Regulated Contracting Environment (ACR), at the adjusted price of R$110.17 per MWh for A-5 (2008) and R$124.09
for A-3 (2011).
The power volumes sold to Eletrobras Group companies and the revenue recognized are as follows:
2008 A-5 Auction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eletrobras subsidiary
|
|
(in MWh)
2015
(unaudited)
|
|
|
(in thousands
of Brazilian
reais) - 2015
|
|
|
(in MWh)
2014
|
|
|
(in thousands
of Brazilian
reais) - 2014
|
|
Companhia Energética de Alagoas - Ceal
|
|
|
156.684,06
|
|
|
|
16.354
|
|
|
|
84.325,28
|
|
|
|
8.239
|
|
Companhia Energética do Piauí - Cepisa
|
|
|
74.720,55
|
|
|
|
7.799
|
|
|
|
24.205,91
|
|
|
|
2.365
|
|
Centrais Elétricas de Rondônia S.A. - Ceron
|
|
|
247.516,33
|
|
|
|
25.477
|
|
|
|
85.325,53
|
|
|
|
8.229
|
|
Companhia de Eletricidade do Acre
-
Eletroacre
|
|
|
89.892,65
|
|
|
|
9.253
|
|
|
|
25.415,59
|
|
|
|
2.451
|
|
Manaus Energia S.A.
|
|
|
461.117,10
|
|
|
|
47.944
|
|
|
|
204.645,19
|
|
|
|
19.913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1.029.930,69
|
|
|
|
106.827
|
|
|
|
423.917,50
|
|
|
|
41.197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-49
2011 A-3 Auction
|
|
|
|
|
|
|
|
|
Eletrobras subsidiary
|
|
(in MWh)
2015
|
|
|
(in thousands of
Brazilian reais) -
2015
|
|
Manaus Energia S.A.
|
|
|
111.343,38
|
|
|
|
13.817
|
|
|
|
|
|
|
|
|
|
|
|
15.4.
|
Cost of power with related parties
|
Of the total balance payable to transmission companies in
the amount of R$9,146 recorded in Trade payables (Note 16), R$1,066 refers to Chesf. As at December 31, 2015, the Company did not have any balance payable to Eletrosul (R$108 as at December 31, 2014).
The costs on the power sold related to the transmission companies related to sector charges on the use of the transmission system of UHE Jirau,
in the total amount of R$520,188, which is recorded in Charges for the use of the power grid (Note 30), R$34,372 (R$8,676 as at December 31, 2014) refers to Chesf and R$36,361 (R$10,252 as at December 31, 2014) refers to
Eletrosul.
16.
|
MANAGEMENT COMPENSATION
|
|
16.1.
|
Compensation and benefits
|
Below is the cost of compensation and benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
Profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
11.356
|
|
|
|
10.687
|
|
|
|
8.977
|
|
Charges
|
|
|
2.376
|
|
|
|
31
|
|
|
|
|
|
Benefits
|
|
|
3.018
|
|
|
|
752
|
|
|
|
636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total profit or loss
|
|
|
16.750
|
|
|
|
11.470
|
|
|
|
9.613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
Property, plant and equipment Accumulated amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
14.786
|
|
|
|
12.622
|
|
|
|
16.265
|
|
Charges
|
|
|
7.609
|
|
|
|
6.786
|
|
|
|
|
|
Benefits
|
|
|
1.566
|
|
|
|
1.255
|
|
|
|
1.028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total PP&E
|
|
|
23.961
|
|
|
|
20.663
|
|
|
|
17.293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management compensation and benefits included in property, plant and equipment in 2015 corresponds to R$3,298 -
unaudited (R$3,370 as at December 31, 2014).
|
16.2.
|
Defined contribution plans
|
A defined contribution plan is a postemployment benefit plan
whereby an entity pays fixed contributions to a separate entity (pension fund) and will not have any legal or constructive obligation to pay additional amounts. Contribution to defined contribution pension plans are recognized as management and
employee benefit expenses in profit or loss for the years during which services are provided by management and employees.
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Profit or loss:
|
|
|
|
|
|
|
|
|
Pension plan - management
|
|
|
260
|
|
|
|
238
|
|
Pension plan - employees
|
|
|
638
|
|
|
|
719
|
|
F-51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
Currency
|
|
|
charges
|
|
|
Maturity
|
|
|
(unaudited)
|
|
|
|
|
BNDES
|
|
R$
|
|
|
|
|
TJLP+2.25
|
%
|
|
|
January/2035
|
|
|
|
5.665.961
|
|
|
|
5.679.389
|
|
Banco do Brasil
|
|
R$
|
|
|
|
|
TJLP+2.65
|
%
|
|
|
January/2035
|
|
|
|
1.613.231
|
|
|
|
1.615.306
|
|
Caixa Econômica Federal
|
|
R$
|
|
|
|
|
TJLP+2.65
|
%
|
|
|
January/2035
|
|
|
|
1.613.231
|
|
|
|
1.615.306
|
|
Bradesco BBI
|
|
R$
|
|
|
|
|
TJLP+2.65
|
%
|
|
|
January/2035
|
|
|
|
1.161.535
|
|
|
|
1.163.029
|
|
Itaú BBA
|
|
R$
|
|
|
|
|
TJLP+2.65
|
%
|
|
|
January/2035
|
|
|
|
1.088.928
|
|
|
|
1.090.329
|
|
Banco do Nordeste do Brasil
|
|
R$
|
|
|
|
|
TJLP+2.65
|
%
|
|
|
January/2035
|
|
|
|
239.897
|
|
|
|
244.323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.382.783
|
|
|
|
11.407.682
|
|
Borrowing costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(82.926
|
)
|
|
|
(82.933
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.299.857
|
|
|
|
11.324.749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal and charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
306.017
|
|
|
|
313.225
|
|
(-) Borrowing costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.604
|
)
|
|
|
(4.618
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
301.413
|
|
|
|
308.607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal and charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.076.766
|
|
|
|
11.094.457
|
|
(-) Borrowing costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(78.322
|
)
|
|
|
(78.315
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncurrent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.998.444
|
|
|
|
11.016.142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current and noncurrent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.299.857
|
|
|
|
11.324.749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On June 29, 2009, the subsidiary entered into a financing agreement with the BNDES, in the amount of
R$7,220,000.
F-52
On September 14, 2012, the subsidiary entered into the supplementary credit agreement to
support investments for the expansion of UHE Jirau, in the amount of R$2,325,000, totaling R$9,545,000 as financing.
The financing is
divided in two tranches:
|
(a)
|
Direct financing with BNDES, in the amount of R$4,797,500; and
|
|
(b)
|
Financing as onlending, through a pool of banks, comprised of Banco do Brasil, Caixa Econômica Federal, Banco do Nordeste do Brasil, Bradesco and Itaú BBA, in the amount of R$4,747,500.
|
Collaterals offered are:
|
(a)
|
Pledge of subsidiarys shares
: the Company carries out a first-priority pledge of all Subsidiarys shares, both current and future, as well as its rights, on behalf of lenders;
|
|
(b)
|
Collateral assignment of rights arising form the concession and receivables
: the subsidiary itself assigns these rights on behalf of lenders;
|
|
(c)
|
Pledge of dividends and interest on capital
: the Parent GDF Suez Energy Latin America Participações Ltda., pledges on, second-priority basis, the total dividends and interest on capital, both
current and future, arising from its dequity interest in Tractebel Energia S.A. Such collateral will expire upon full settlement of the financing;
|
F-53
|
(d)
|
Collateral assignment of project agreements and performance bonds
: the subsidiary itself assigns material project agreements of UHE Jirau, as well as related performance bonds, to lenders. It enables lenders to
assume the construction work of UHE Jirau in case of default by the subsidiary; and
|
|
(e)
|
Collateral assignment of rights arising from the support agreement and supporting deficit account:
the Company assigns the receivables arising from its ownership arising from the shareholders support
agreement. This agreement determines that the Companys shareholders shall contribute to such company, upon subscription and payment of capital, funds in the case of occurrence of events that may give rise to fund insufficiency for
implementation of Jirau Project.
|
Shareholders GDF Suez Energy Latin America Participações Ltda., Companhia
Hidro Elétrica do São Francisco (Chesf), Eletrosul Centrais Elétricas S.A.(Eletrosul) and Mizha Energia Participações S.A. (Mitsui group) are held liable, until the end of settlement of the obligations to lenders,
proportionally to their equity interests, for the full performance thereof or until the full operation of the project, which is scheduled to take place in 2016.
BNDES, through Notice 233/2014 - BNDES AIE/DEENE, postponed the debt service reserve account establishment date from August 15, 2014 to
August 15, 2015, through the posting of a bank guarantee.
On November 21, 2014, pursuant to addendum 5 to the credit facility
agreement for financing through onlending of funds from BNDES nº 21/00398X, the subsidiary received authorization to establish a debt service reserve account through the bank letter of guarantee and/or deposit in financial resources.
On August 14, 2015, BNDES, through letter 248/2015
-
BNDES AIE/DEENE, approved the extension for the full satisfaction in cash of
the debt service reserve account from August 15, 2015 to October 15, 2015. Consequently, on October 15, 2015, through letter 308/2015
-
BNDES AIE/DEENE, BNDES has again approved the change in the date of satisfaction of the
debt service reserve account from Octoner 15, 2015 to August 15, 2016. Beginning November 15, 2015 up to July 15, 2016, the subsidiary is required to deposit in the reserve account, on a monthly basis, the minimum amount of R$20,000.
Accordingly, as at December 31, 2015, the subsidiary had a guarantee, in the amount of R$224,682, issued by Banco Safra S.A and an
additional amount of R$61,621 (R$10,612 as at December 31, 2014), invested in federal government bonds yielding interest of 94.55% of the average Interbank Deposit (CDI) rate. Such investment correspond to 21.52% of the total breakdown
between the letter of guarantee and reserve account. Note that this amount is classified as Securities reserve account (Note 5).
The financing agreement also determine that, if the subsidiary fails to sell its power allocated to the ACL, the Companys shareholders
would acquire such power proportionally to their interests in the Companys capital at a given price agreed upon among the parties, which fact was consummated; the power sale agreements (allocated to the ACL) entered into shareholders GDF Suez
(through Geramamoré Participações e Comercializadora de Energia Ltda.), Eletrosul Centrais Elétricas S.A. and Companhia Hidro Elétrica do São FranciscoChesf are effective. The other shareholder Mizha
Energia Participações S.A. (Mitsui group) did not enter into any power purchase agreement (allocated to the ACL), and its portion was allocated to GDF Suez. The amounts receivable and revenue recognized relating to such transactions
are described in Note 18.2.
F-54
Pursuant to the abovementioned agreement, the subsidiary must maintain a capitalization ratio
(equity/total assets) equal to or above 20% up to December 31, 2016 and equal to or above 25% in the subsequent period. As at December 31, 2015, the subsidiary has a capitalization ratio (equity/total assets) of 28.6% (32.7% as at
December 31, 2014).
During the financing repayment period, the subsidiary must maintain the debt service coverage ratio (ICSD) of at
least 1.2, pursuant to clause 15 of the aforementioned agreement. Such ratio is calculated based on the Earnings Before Interest, Taxes, Depreciation and Amortization - EBITDA/debt service ratio (repayment of principal + interest payment), based on
information reported in the financial statements audited by firms registered with the Brazilian Securities and Exchange Commission (CVM), on annual basis. Accordingly, such ratio will only be determined as at December 31, 2015.
As at December 30, 2014 and 2015, the subsidiary obtained from the National Bank for Economic and Social Development (BNDES) and other
onlending banks, the waiver not to meet the ICSD in 2014 and 2015.
The tenth, eleventh and twelveth release of funds within the scope of
the financing agreement through onlending 21/00794-2 (direct supplementary financing agreement), whose withdrawals occurred in February, June and November 2015, respetively, were allocated to tranche H and totaled R$160,000.
The variation in financing from January 1 to December 31, 2015 (unaudited) was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Noncurrent
|
|
|
Total
|
|
Balance as of December 31, 2014
|
|
|
308.607
|
|
|
|
11.016.142
|
|
|
|
11.324.749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflows
|
|
|
|
|
|
|
160.000
|
|
|
|
160.000
|
|
Transfers
|
|
|
1.129.704
|
|
|
|
(1.129.704
|
)
|
|
|
|
|
Payment (interest)
|
|
|
(892.421
|
)
|
|
|
|
|
|
|
(892.421
|
)
|
Payment (principal)
|
|
|
(244.491
|
)
|
|
|
|
|
|
|
(244.491
|
)
|
Interest in profit or loss
|
|
|
|
|
|
|
587.919
|
|
|
|
587.919
|
|
Capitalized interest
|
|
|
|
|
|
|
363.907
|
|
|
|
363.907
|
|
Commissions
|
|
|
14
|
|
|
|
180
|
|
|
|
194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2015
|
|
|
301.413
|
|
|
|
10.998.444
|
|
|
|
11.299.857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-55
Below is the financing repayment schedule as at December 31, 2015, including borrowing costs
(unaudited):
|
|
|
|
|
2016
|
|
|
306.017
|
|
2017
|
|
|
293.343
|
|
2018
|
|
|
321.170
|
|
2019
|
|
|
351.638
|
|
2020
|
|
|
385.007
|
|
2021-2035
|
|
|
9.725.608
|
|
|
|
|
|
|
Subtotal
|
|
|
11.382.783
|
|
Borrowing costs
|
|
|
(82.926
|
)
|
|
|
|
|
|
Total
|
|
|
11.299.857
|
|
|
|
|
|
|
18.
|
PUBLIC ASSET USE PAYABLE (UBP)
|
Upon startup of operation of the first generation
unit, the subsidiary is required to reimburse the federal government for the UBP in the annual adjusted amount of R$12,484 (R$10,757 as at December 31, 2014), paid in 12 monthly installments of R$1,040, annually adjusted in August based on the
IPCA fluctuation (inflation). The costs on UBP will be due up to the end of the concession arrangement of UHE Jirau, on August 12, 2043.
Financial charges on the UBP liability will no longer be capitalized but the capitalized balance will rather be amortized. The adjustment at
present value of the related liability is recognized as finance costs.
The changes in the public asset use balance from January 1 to
December 31, 2015 (unaudited) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Noncurrent
|
|
|
Total
|
|
Balance as of December 31, 2014
|
|
|
10.757
|
|
|
|
109.674
|
|
|
|
120.431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation adjustment
|
|
|
|
|
|
|
15.845
|
|
|
|
15.845
|
|
Transfers
|
|
|
13.485
|
|
|
|
(13.485
|
)
|
|
|
|
|
Repayment of principal
|
|
|
(11.758
|
)
|
|
|
|
|
|
|
(11.758
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2015
|
|
|
12.484
|
|
|
|
112.034
|
|
|
|
124.518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-56
The changes in the public asset use balance from January 1 to December 31, 2014 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Noncurrent
|
|
|
Total
|
|
Balance as at 12/31/2013
(unaudited)
|
|
|
10.699
|
|
|
|
104.669
|
|
|
|
115.368
|
|
Inflation adjustment
|
|
|
|
|
|
|
15.994
|
|
|
|
15.994
|
|
Transfers
|
|
|
10.989
|
|
|
|
(10.989
|
)
|
|
|
|
|
Repayment of principal
|
|
|
(10.931
|
)
|
|
|
|
|
|
|
(10.931
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 12/31/2014
|
|
|
10.757
|
|
|
|
109.674
|
|
|
|
120.431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.
|
PROVISION FOR ENVIRONMENTAL COSTS
|
In order to satisfy this provision, the Company accounted
for at present value the costs on environmental programs; the amounts were recorded in property, plant and equipment (those arising from the implementation stage) and in intangible assets (those arising from the operating stage) and their balancing
items are recorded in liabilities.
The variation in the use of the provision for environmental costs from January 1 to
December 31, 2015 (unaudited) was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Noncurrent
|
|
|
Total
|
|
Balance as of December 31, 2014
|
|
|
107.403
|
|
|
|
476.519
|
|
|
|
583.922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation adjustment
|
|
|
|
|
|
|
47.445
|
|
|
|
47.445
|
|
Transfers
|
|
|
72.380
|
|
|
|
(72.380
|
)
|
|
|
|
|
Repayment of principal
|
|
|
(53.832
|
)
|
|
|
|
|
|
|
(53.832
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2015
|
|
|
125.951
|
|
|
|
451.584
|
|
|
|
577.535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-57
20.
|
PROVISION FOR CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
Labor
|
|
|
23.1.1
|
|
|
|
1.977
|
|
|
|
3.721
|
|
Total current
|
|
|
|
|
|
|
1.977
|
|
|
|
3.721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax - ISSQN - success fee
|
|
|
|
|
|
|
|
|
|
|
864
|
|
Tax - ICMS
|
|
|
23.1.2
|
|
|
|
769.551
|
|
|
|
555.355
|
|
Liability exclusion
|
|
|
23.1.3
|
|
|
|
2.555.291
|
|
|
|
1.933.330
|
|
Provision for EUST
|
|
|
23.1.4
|
|
|
|
414.701
|
|
|
|
138.964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncurrent
|
|
|
|
|
|
|
3.739.543
|
|
|
|
2.628.513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
3.741.520
|
|
|
|
2.632.234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below is the changes in the provision for risks from January 1 to December 31, 2015 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
|
|
|
Labor
|
|
|
Exemption
claim
|
|
|
Provision
for EUST
|
|
|
Total
|
|
Balance as 12/31/2014
|
|
|
556.219
|
|
|
|
3.721
|
|
|
|
1.933.330
|
|
|
|
138.964
|
|
|
|
2.632.234
|
|
Recognitions
|
|
|
113.303
|
|
|
|
1.901
|
|
|
|
362.481
|
|
|
|
248.857
|
|
|
|
726.542
|
|
Payments
|
|
|
(864
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(864
|
)
|
Reversals
|
|
|
|
|
|
|
(3.703
|
)
|
|
|
|
|
|
|
|
|
|
|
(3.703
|
)
|
Inflation adjustment
|
|
|
100.893
|
|
|
|
58
|
|
|
|
259.480
|
|
|
|
26.880
|
|
|
|
387.311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2015
|
|
|
769.551
|
|
|
|
1.977
|
|
|
|
2.555.291
|
|
|
|
414.701
|
|
|
|
3.741.520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-58
20.1.1. State VAT (ICMS)
In accordance with Article 6 of the Rondônia State Decree 8321/1998, as supported by Arrangement 55/93, those operations listed in
Attachment I thereto would be exempt from ICMS. Article 74 of such Attachment establishes that the import and interstate receipt of new goods having no similar locally-made counterparts in Rondônia State and intended to be part of a
manufacturing units property, plant and equipment are exempt from ICMS.
In accordance with article 74 of Attachment I, the
subsidiary claimed the exemption of the ICMS rate differential levied on the purchase of domestic equipment, as well as exemption from ICMS on the purchase of imported pieces of equipment.
On April 26, 2011, Rondônia State issued Decree 15858, which annulled item 74, table 1, of Attachment 1 to Decree 8321/1998 on a
retrospective basis, since no ICMS Agreement had been approved at the National Council of Finance Policy (CONFAZ) level that would permit the granting of such tax benefit.
However, such decree was fully judged as unconstitutional by the Court of Justice of the State of Rondônia, in a Direct
Unconstitutionality Action brought by the Industry Association of the State of Rondônia on April 7, 2014 determining the unconstitutionality of all provisions set out in Decree 15858/11, consequently recovering the benefit set out in item
74 of table 1 of the Appendix 1 to Decree 8321/98. On October 28, 2014, the last appeal filed by the State of Rondônia was denied, ultimately upholding the decision handed down on April 7, 2014. Such decision was made final and
unappealable and the lawsuit was dismissed.
Concurrently with the abovementioned lawsuit, and due to the uncertainty caused by the
inconsistency of the applicable regulatory standards, on September 27, 2012, the subsidiary filed a Declaratory Action, with a plea for injunction, so as to obtain the confirmation of application of the ICMS exemption benefit set forth in item
74 of table 1 of the Exhibit I to Decree 8321/98.
On July 23, 2013, the Advanced Relief was approved (subsequently ratified on
January 8, 2014), so as to suspend the collection of the ICMS-related tax credit calculated in a period prior to April 27, 2011, arising from the annulment of the exemption of property, plant and equipment items without any similar measure
in the State, while the injunction granted within the scope of ADI 0009603-94.2012.8.22.0000 remained valid (brought by FIERO).
Notwithstanding the history of favorable decisions in summary cognizance and in the merit with respect to the ADI brought by FIERO, on
August 6, 2014, a decision determining the invalidity of the Declaratory Action brought by the subsidiary was published, based on the allegation that the decree of the executive branch that grants the ICMS exemption cannot be considered as the
legal instrument for such granting, since the exemption could only be created through a law and supported by an agreement with CONFAZ.
In
light of such decision, the subsidiary filed an appeal, which was fully received with double effect, alleging, among others: (i) the contradictory behavior of the State and impossibility of the State benefiting from the challenge of an act
issued by itself and applied to the case in caption with
F-59
respect to the subsidiary; and (ii) need to balance the effects of the recognition of unconstitutionality in light of the good faith and the principle of legal relief, defending that the
Decrees recognized illegality must be effective as from the date it is declared within the legal scope. The decision handed down on August 6, 2014 is currently suspended and pending decision with respect to the appeal in caption.
The subsidiary accounts for the ICMS in Provision for tax risks, totaling R$769,551 as at December 31, 2015 (R$555,355
as at December 31, 2014), of which R$553,416 (R$360,206 as at December 31, 2014) relating to the tax rate difference - DIFAL and R$216,135 (R$195,147 as at December 31, 2014) to the ICMS on imports.
20.1.2 Exemption claim
The
provision for exemption claim contingency, in the amount of R$2,555,291, (R$1,933,330 as at December 31, 2014) derives mainly from the precarious nature of the effective injunction, as previously mentioned in Note 12.2. If the injunction is
suspended upon the handing down of a decision unfavorable to the subsidiary, CCEE will account for again power purchase and sale transactions in the period and the subsidiary will be required to settle such obligation.
In this case, an additional volume of power under the regulated environment electricity sale agreements (CCEARs) must be delivered. The past
months will be accounted for again: the additional amounts of each month will be settled at the spot price, PLD, of the respective month. On the other hand, the new accounting for and additional delivery of volume from the past months will entail a
bilateral billing of the amounts to the distribution companies, at the prices of each agreement.
The provision amount was based on
(i) monthly power volumes accounted for again at the Electric Power Commercialization Chamber (CCCE), at the difference settlement price (PLD) used in each month and the regulated environment electricity sale agreements (CCEARs), as well as
(ii) the amount of settlement of the exposure for the period in question, for which no power purchase was made through a bilateral agreement. No payment of penalties due to exposure as a result of the subsidiarys consent was considered
during the injunction period.
For further information regarding the liabilities exemption claim, please see explanatory note 33.
F-60
20.1.3 Provision for transmission system use fee (EUST)
The provision for operational contingency, in the amount of R$414,701 (R$138,964 as at December 31, 2014), derives from the accounting
for the EUSTs contracted and not used due to delays in the transmission lines necessary for the delivery of power generated by UHE Jirau. The accounting for such amounts is suspended a sa result of the lower court decisions handed down, as mentioned
in Note 23.1.3. If the court ruling is suspended or reversed upon the handing down of a decision unfavorable to the subsidiary, the National Electric System Operator (ONS) must charge the monthly EUST amounts from the generation units in operation
relating to the months contracted and not used, subject to the matching of the EUST payment as from the startup of operations of the LT Porto Velho-Araraquara C.1 (Bipolo I).
|
20.2.
|
Lawsuits classified for which no provision is recognized
|
|
|
|
|
|
|
|
|
|
|
|
31/12/2015
|
|
|
31/12/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Civil, criminal and administrative
|
|
|
209.802
|
|
|
|
183.440
|
|
Labor
|
|
|
31.113
|
|
|
|
15.398
|
|
Tax
|
|
|
20.587
|
|
|
|
18.134
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
261.502
|
|
|
|
216.972
|
|
|
|
|
|
|
|
|
|
|
There are 81 lawsuits and administrative proceedings of civil and tax nature (77 as of December 31, 2014
for which no provisions have been recognized and are estimate to have a total assessed as possible loss exposure of R$209,802 (R$183,440 as of December 31, 2014) related to civil, criminal and administrative lawsuits and R$ 20,587 related to
tax suits (R$18,134 as of December 31, 2014), totaling R$ 230m389 (R$201,574 as at December 31, 2014) . Of this total, R$41.7 million (R$36 million as at December 31, 2014) is related to administrative proceedings, which also rely on
a final decision-making level at the judiciary branch No provisions have been recognized for any of these lawsuits, legal proceding and claims because management believes, in consultation with the Companys legal counsel, they do not currently
result in present obligations (legal or constructive) of the Company as a result of past events.
F-61
21.
|
REGULATORY AND SECTOR CHARGES
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
Description
|
|
(unaudited)
|
|
|
|
|
GSF (Generating Scaling Factor) (a)
|
|
|
374.478
|
|
|
|
|
|
Concessionaires and assignees (b)
|
|
|
304.675
|
|
|
|
|
|
EUST power plant (a)
|
|
|
63.768
|
|
|
|
27.610
|
|
Use of water resources (CFRH) (b)
|
|
|
7.994
|
|
|
|
4.033
|
|
ANEEL inspection fee (TFSEE) (c)
|
|
|
|
|
|
|
15
|
|
Other
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
750.915
|
|
|
|
31.709
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
GSF
-
Generating scaling factor:
|
The Brazilian Association of Independent Power
Producers (Apine), in the name of its members, including the subsidiary, filed a lawsuit against ANEEL claiming ANEEL to determine CCEE to conduct the re-recording, since January, of the power volumes allocated to the hydroelectric power plants of
their members, making sure that each one monthly reaches:
|
(i)
|
Power volume corresponding to 100% of the physical guarantee level of its hydroelectric power plants comprising the MRE; or, alternatively;
|
|
(ii)
|
Power volume corresponding to 95% (noventa e cinco por cento) of the physical guarantee level of its hydroelectric power plants comprising the MRE; or, alternatively;
|
|
(iii)
|
Power volume corresponding the total generation of MRE had there not been (iii.a) advance of physical guarantee of the structuring projects , (iii.b) thermal power generation outside the economic scope, (iii.c)
generation of reserve power and (iii.d) power import.
|
It also requests items (i), (ii) or (iii), mentioned above to be
guaranteed in advance until the final and unappealable decision on the lawsuit.
In summary, Apine, in th ename of associate members,
seeks the suspension of recording of the costs incurred by hydroelectric generation companies, arising from the application of the GSFGeneration Scaling Factor, since the problems in the hydroelectric generation sector in the current scenario
arises both from structural and conjunctural factors.
F-62
The GSF represents an index that expresses the ratio between the sum of the total power produced
by the hydroelectric power plans comprising the Power Rellocation Mehcanism (MRE) and the sum of the physical guarantees of the plants. Between 2005 and 2012, the annual GSF of the MRE remained on average above 100%, not encumbetring the
hydroelectric power generation companies. Beginning 2013, this scenario was reversed, and seriously aggravated in 2014, when it was below 100% during the year, which fact was repeated in 2015. The GSF below 100% required the generation companies to
adjust their physical guarantee within the scope of the MRE, which was below the volume of their power sale agreements and which required generation companies to acquire the missing power at free market price.
On July 1, 2015, Court Ruling 2015-A (Injunction) was handed down so that ANEEL, until the judgment of the lawsuit refered to
above, abstain from applying the GSF factor on the Physical Guarantee of the companies represented by APINE for purposes of recording within the scope of the CCEE. The injunction is valid as from the operations relating to may 2015. The total
adjustment to the accounting for the transactions of the subsidiary at the CCEE as a result of the injunctions from the GSF for the period between May and November 2015 is R$367,361, which will be paid through settlement at CCEE.
Since 2014, the generation companies of the MRE were subject to the reduction of the hydroelectric power generation in the system and
subsequent impact on their physical guarantee due to the growth of the GSF. These losses are only due to the water availality conditions of the system, but also to a questionable management of such resource. Accoddingly, the generation companies of
the MRE sought a war to be reimbursed for such losses, firstly through administrative method and, subsequrntly, through legal method.
The
various injunctions resulted in the interruption of the short-term market. Law 13.203/2015 introduced a proposal for the renegotiation of the hydrological risk, both at the ACR and ACL, for all hydraulic generation companies in the MRE. Such law was
regulated by Regulatory Instruction 684/2015, which introduced 25 renegotiation options at the ACR and 1 option at the ACL.
Generation
companies that joined the renegotiation mus cancel ongoing lawsuits (abovementioned injunctions) and advance, as a way to maintain the financial balance of the market, the risk premium negotiated due to the GSF reimbursed in 2015.
On January 15, 2016, the subsidiary sent hydrological risk renegotiation proposals to Aneel, one for CCEARS A-5 / 2008 and another for
CCEARS A-3 / 2011 where the subsidiary will be entitled to reimbursement in the amount of R$183,556 related to the GSF expense in 2015. The product selected by the subsidiary was SP090. To this end, the subsidiary must pay a risk premium related to
2015 in the amount of R$14,008. Accordingly, the subsidiary recorded a prepaid expense during 2015 of R$169,548.
|
(b)
|
Concessionaires and assignees Amount related to the balance of power monthly determined by CCEE.
|
F-63
|
(c)
|
Refers to the provision for the EUST of the plant, based on the Transmission System Use Agreement entered into with ONS to use the basic grid transmission facilities. Resolution 267/07 established the methodology and
guidelines for the adoption of fixed tariffs over the first ten years of operation by the plants participating in the the new power auctions. Resolution 559/13 determined that, at the end of the first ten years of fixed tariffs, the Transmission
System Use Tariff (TUST) will be calculated as the TUST average amount projected for the next ten years, including the information on the basic grid expansion in the ten-year plan for the current year. The new tariff will be effective for the next
ten tariff cycles.
|
|
(d)
|
The Water Resource Use Financial Compensation (CFRH) was introduced by the Federal Constitution of 1988 and refers to a percentage paid by the power generation concessionaires for the use of the water resources. ANEEL
manages the collection and distribution of the resources among the beneficiaries: states, municipalities and direct federal administration bodies.
|
|
(e)
|
The ANEEL Inspection Fee (TFSEE) is the annual rate established by ANEEL (Decree 2410/97) equivalent to 0.4% of the economic benefit accrued by the company in the development of power services and facilities. The TFSE
is calculated according to the following formula: TFSEE = 0.4% x PInstx (annual average of installed capacityin KW and BE (economic benefit for independent producers which, in 2014, was R$470.63/installed KW). The amount is divided in twelve
installments and paid on a monthly basis up to the 15
th
day of the subsequent month to the National Treasury.
|
22.
|
OTHER CURRENT LIABILITIES
|
|
22.1.
|
Other current liabilities are broken down as follows:
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
R&D
|
|
|
12.304
|
|
|
|
4.313
|
|
Attorneys fees and court costs
|
|
|
8.757
|
|
|
|
|
|
Payables - banks
|
|
|
8.500
|
|
|
|
|
|
Costs on environmental monitoring
|
|
|
492
|
|
|
|
1.715
|
|
Lease
|
|
|
158
|
|
|
|
432
|
|
Payables distribution companies
|
|
|
|
|
|
|
2.154
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
30.211
|
|
|
|
8.614
|
|
|
|
|
|
|
|
|
|
|
F-64
23.
|
ADVANCE FOR FUTURE CAPITAL INCREASE
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Advance for future capital increase (AFCI)
|
|
|
457.000
|
|
|
|
|
|
Inflation adjustmentAFCI
|
|
|
20.691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
477.691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As approved at the meetings of the Board of Directors, held on
June 2, June 24, July 30, August 14 and November 26, 2015, the partial capital contribution schedules relating to June, July, August, September and December 2015, were approved, whose funds were transferred by
the shareholders of ESBR Participações, as advance for future capital increase.
From June 15 to December 31, 2015,
advances for future capital increase were made by the shareholders of ESBR Participações, in the total amount of R$457,000. The Company adjusted for inflation the advances for future capital increase based on the CDI rate, the total
inflation adjustment amount being R$20,691 through December 31, 2015 (unaudited), as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015 (unaudited)
|
|
|
|
GDF Suez
|
|
|
Mizha
|
|
|
Chesf
|
|
|
Eletrosul
|
|
|
Total
|
|
Balance as at 12/31/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognitions
|
|
|
210.400
|
|
|
|
105.200
|
|
|
|
105.200
|
|
|
|
36.200
|
|
|
|
457.000
|
|
Inflation adjustment
|
|
|
9.550
|
|
|
|
4.538
|
|
|
|
4.775
|
|
|
|
1.828
|
|
|
|
20.691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 12/31/2015
|
|
|
219.950
|
|
|
|
109.738
|
|
|
|
109.975
|
|
|
|
38.028
|
|
|
|
477.691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-65
24.
|
RESEARCH & DEVELOPMENT
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
|
(unaudited)
|
|
|
|
|
Research & development
|
|
|
2.883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The balance of Research & Development in noncurrent liabilities refers to the completion of the
Project R.O.S.A Robot for Operations in Flooded Stoplogs which is pending appraisal and approval by ANEEL to be included in fixed assets.
The Company is authorized to increase its capital up to the limit of R$12,000,000, as
approved by the Board of Directors, regardless of any amendment to the bylaws. The Companys subscribed and pain-in capital amounts to R$9,131,711, divided into 9,131,711,000 book-entry common shares, without par value (R$8,681,711, represented
by 8,681,711,000 common shares as at December 31, 2014).
ESBR Participações S.A.s equity interest is held as
follows:
|
|
|
|
|
|
|
Equity interest (%)
|
|
GDF Suez Energy Latin América Participações Ltda.
|
|
|
40,0
|
|
Mizha Energia Participações S.A.
|
|
|
20,0
|
|
Eletrosul Centrais Elétricas S.A.
|
|
|
20,0
|
|
Companhia Hidro Elétrica do São Francisco - Chesf
|
|
|
20,0
|
|
|
|
|
|
|
Total
|
|
|
100,0
|
|
|
|
|
|
|
F-66
In order to comply with the capitalization ratio, referred to in Note 20, and finance the UHE
Jiraus construction work, shareholders contributed R$450,000 to the Companys capital from January 1 to December 31, 2015. Pursuant to Note 13, the Company contributed the same amount to its subsidiary.
|
25.2.
|
Shareholders committments
|
According to the obligations set forth in clause five of the
Companys Shareholders Agreement, the shareholders agree, proportionally to their equity interest, to subscribe and pay the capital according to the Capital Contribution Schedule.
In the event any shareholder fails to contribute to the Company the subscribed capital, the other shareholders, after five business days from
such noncompliance, will be entitled to, proportionally to their equity interest (excluding the defaulting shareholders equity interest): (i) comtribute such portion of the capital; (ii) acquire the shares already paid; and/or
(iii) acquire the shares not paid.
The Companys shareholders agree to not sell their shares, except if approved by the other
shareholders.
The Companys shareholders agree to, within two years after the startup of operations of the UHE Jiraus last
generation unit, adopt all measures to obtain the Companys registration as a publicly-held company with the Brazilian Securities and Exchange Commission (CVM) to trade shares at the Novo Mercado segment of the São Paulo Stock Exchange.
26.
|
NET OPERATING REVENUE
|
Upon delivery of the power volume under the CCEARs, the subsidiary
started to recognize operating revenue. The volume delivered under the CCEARs accounted for 70% of the physical guarantee of the generation units in operation, as set forth in the injunction (referred to in Note 23).
In addition to the revenue arising from delivery under the CCEARs, the subsidiary recorded revenue from the delivery under purchase and sale
agreements entered into with related parties (Note 18.2) and from the settlement of the CCEE power surplus.
The subsidiarys
reconciliation between gross and net sales revenues is broken down below.
F-67
Charges in the periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
Gross operating revenue:
|
|
|
2.686.672
|
|
|
|
816.069
|
|
|
|
163.649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Power supply - ACR - power distribution companies
|
|
|
1.177.098
|
|
|
|
411.359
|
|
|
|
13.757
|
|
Power supply - ACL related parties
|
|
|
1.067.727
|
|
|
|
149.917
|
|
|
|
|
|
Transactions under the CCEE
|
|
|
356.673
|
|
|
|
254.793
|
|
|
|
149.892
|
|
Bilateral agreements - ACL
|
|
|
85.174
|
|
|
|
|
|
|
|
|
|
Deductions from operating revenue:
|
|
|
(273.726
|
)
|
|
|
(83.430
|
)
|
|
|
(16.644
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COFINS
|
|
|
(204.187
|
)
|
|
|
(62.490
|
)
|
|
|
(12.455
|
)
|
PIS
|
|
|
(44.330
|
)
|
|
|
(13.567
|
)
|
|
|
(2.704
|
)
|
Investments - R&D
|
|
|
(24.140
|
)
|
|
|
(7.373
|
)
|
|
|
(1.485
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annulment of power sale
|
|
|
(1.069
|
)
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
|
2.412.946
|
|
|
|
732.639
|
|
|
|
147.005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27.
|
BREAKDOWN OF OPERATING COSTS BY NATURE
|
In order to record the costs on the power sold, i.e.,
the costs directly related to power generation, the subsidiary adopted as cost recognition method the number of generation units in operation and, as at December 31, 2015, the subsidiary had 37 generation units in operation (20 generation units
as at December 31, 2014), while for costs related to commercial matters, the subsidiary considered 100% of them.
F-68
At at December 31, 2015, the operating costs are broken down as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
Cost on power sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for power contingency and EUST (Note 21)
|
|
|
897.698
|
|
|
|
1.915.094
|
|
|
|
157.519
|
|
Power grid charges
|
|
|
520.188
|
|
|
|
171.640
|
|
|
|
4.806
|
|
Depreciation and amortization
|
|
|
433.313
|
|
|
|
122.601
|
|
|
|
4.798
|
|
Costs of transactions at CCEE
|
|
|
304.675
|
|
|
|
|
|
|
|
|
|
GSF (Generating Scaling Factor)
|
|
|
204.930
|
|
|
|
|
|
|
|
|
|
Financial compensation for the use of water resources (CFURH)
|
|
|
66.329
|
|
|
|
17.460
|
|
|
|
|
|
Personnel costs
|
|
|
18.016
|
|
|
|
4.945
|
|
|
|
76
|
|
Power Service Inspection Fee (TFSEE)
|
|
|
5.047
|
|
|
|
187
|
|
|
|
|
|
UBP amortization
|
|
|
3.868
|
|
|
|
2.429
|
|
|
|
36
|
|
Purchased power
|
|
|
|
|
|
|
|
|
|
|
119.865
|
|
Other operating expenses
|
|
|
3.350
|
|
|
|
5.089
|
|
|
|
327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2.457.414
|
|
|
|
2.239.445
|
|
|
|
287.427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-69
General and administrative expenses are broken down as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
Personnel
|
|
|
31.935
|
|
|
|
35.212
|
|
|
|
29.615
|
|
Management
|
|
|
16.750
|
|
|
|
11.470
|
|
|
|
9.613
|
|
Insurance
|
|
|
73.595
|
|
|
|
4
|
|
|
|
|
|
Contingencies labor and tax
|
|
|
61.237
|
|
|
|
3.186
|
|
|
|
|
|
Outside Services
|
|
|
56.222
|
|
|
|
40.504
|
|
|
|
20.447
|
|
ISSQN tax assessment notice, fine and other expenses on social compensation
|
|
|
18.875
|
|
|
|
1.511
|
|
|
|
|
|
Allowance for doubtful debts
|
|
|
17.085
|
|
|
|
924
|
|
|
|
6.173
|
|
Depreciation and amortization
|
|
|
15.612
|
|
|
|
809
|
|
|
|
413
|
|
Building upkeep and conservation
|
|
|
8.747
|
|
|
|
2.012
|
|
|
|
|
|
Materials
|
|
|
5.547
|
|
|
|
7.670
|
|
|
|
1.065
|
|
Rents
|
|
|
5.463
|
|
|
|
1.508
|
|
|
|
1.508
|
|
Equipment maintenance and conservation
|
|
|
5.214
|
|
|
|
4.849
|
|
|
|
1.526
|
|
Travel
|
|
|
3.224
|
|
|
|
3.525
|
|
|
|
3.847
|
|
Contributions
|
|
|
2.082
|
|
|
|
48
|
|
|
|
8
|
|
Taxes
|
|
|
1.548
|
|
|
|
6.622
|
|
|
|
114
|
|
Sector contributions
|
|
|
1.669
|
|
|
|
540
|
|
|
|
43
|
|
Vehicles
|
|
|
1.398
|
|
|
|
3.093
|
|
|
|
2.325
|
|
UBP
|
|
|
|
|
|
|
3.845
|
|
|
|
|
|
Other
|
|
|
5.059
|
|
|
|
5.551
|
|
|
|
6.704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
331.262
|
|
|
|
132.883
|
|
|
|
83.401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classified as:
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel
|
|
|
31.935
|
|
|
|
35.212
|
|
|
|
29.615
|
|
Management (Note 17)
|
|
|
16.750
|
|
|
|
11.470
|
|
|
|
9.613
|
|
Administrative costs
|
|
|
282.577
|
|
|
|
86.201
|
|
|
|
44.173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
331.262
|
|
|
|
132.883
|
|
|
|
83.401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-70
28.
|
FINANCE INCOME (COSTS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
Finance income
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation adjustment - AFCI
|
|
|
|
|
|
|
|
|
|
|
|
|
Income on short-term investments
|
|
|
10.439
|
|
|
|
3.874
|
|
|
|
1.199
|
|
Inflation adjustment
|
|
|
2.590
|
|
|
|
1.718
|
|
|
|
1.326
|
|
Selic adjustment
|
|
|
417
|
|
|
|
1.369
|
|
|
|
828
|
|
Other finance income
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
13.446
|
|
|
|
6.961
|
|
|
|
3.369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt charges
|
|
|
(587.919
|
)
|
|
|
(164.688
|
)
|
|
|
(4.076
|
)
|
Inflation adjustment on environmental costs (APV)
|
|
|
(29.020
|
)
|
|
|
|
|
|
|
|
|
Inflation adjustment - AFCI
|
|
|
(20.691
|
)
|
|
|
|
|
|
|
|
|
Use of public asset
|
|
|
(15.845
|
)
|
|
|
(15.994
|
)
|
|
|
(1.747
|
)
|
Other finance costs
|
|
|
(32.541
|
)
|
|
|
(1.260
|
)
|
|
|
(2.153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(686.016
|
)
|
|
|
(181.942
|
)
|
|
|
(7.976
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income (costs)
|
|
|
(672.570
|
)
|
|
|
(174.981
|
)
|
|
|
(4.607
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29.
|
FINANCIAL INSTRUMENTS
|
|
29.1.
|
Capital risk management
|
The subsidiary manages its capital to ensure that it can continue as a
going concern, while maximizes the return of all its stakeholders by optimizing the balance of debt and equity. The subsidiarys overall strategy remains unchanged since 2013.
In managing its capital, the purposes of the subsidiary are to ensure the startup of operations, which began in September 2013 (as described in
Note 1, the subsidiary is in operation and has 34 generation units at UHE Jirau), in order to offer return to its shareholders, besides maintaining a proper capital structure to reduce the related costs.
F-71
The Company is not subject to any external capital requirements, other than the capitalization
ratio described in Note 20.
The Companys Finance Department reviews on a quarterly basis its capital structure. As part of this
review, the Executive Board considers the cost of capital and risks associated to each class of capital. The debt ratio as at December 31, 2015 was 1.58 (1.54 as at December 31, 2014).
Debt ratio
The Companys
capital structure consists of financial liabilities with financial institutions (Note 20), cash and cash equivalents and securities reserve account (Notes 4 and 5), and equity (Note 28).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
Debt ratio:
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
Total borrowings and financing (*)
|
|
|
11.299.857
|
|
|
|
11.324.749
|
|
|
|
10.197.107
|
|
Cash and cash equivalents
|
|
|
(143.706
|
)
|
|
|
(74.301
|
)
|
|
|
|
|
Securities reserve account
|
|
|
(61.621
|
)
|
|
|
(10.612
|
)
|
|
|
(4.428
|
)
|
Net debt
|
|
|
11.094.530
|
|
|
|
11.239.836
|
|
|
|
10.192.679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
7.019.063
|
|
|
|
7.268.412
|
|
|
|
6.920.139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt-to-equity ratio
|
|
|
1,58
|
|
|
|
1,55
|
|
|
|
1,47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
Debt is defined as short- and long-term borrowings and financing, as detailed in Note 20.
|
|
29.2.
|
Classification of financial instruments
|
The carrying amounts of financial assets and
liabilities represent a reasonable approximation of fair value. The Company uses the hierarchy to measure the fair value of its financial instruments:
F-72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
|
|
Mensuration
|
|
Book value /
Fair value
|
|
|
Book value /
Fair value
|
|
|
Book value /
Fair value
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and receivables amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (a)
|
|
|
|
|
143.897
|
|
|
|
74.301
|
|
|
|
4.428
|
|
Marketable securities reserve
account (b)
|
|
Fair value
|
|
|
61.621
|
|
|
|
10.612
|
|
|
|
|
|
Trade receivables
|
|
Amortized cost
|
|
|
380.951
|
|
|
|
151.127
|
|
|
|
87.064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
|
|
|
586.469
|
|
|
|
236.040
|
|
|
|
91.492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial liabilities - amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suppliers
|
|
Amortized cost
|
|
|
133.856
|
|
|
|
211.693
|
|
|
|
298.934
|
|
Payables
|
|
Amortized cost
|
|
|
750.915
|
|
|
|
31.709
|
|
|
|
|
|
Financing
|
|
Amortized cost
|
|
|
11.299.857
|
|
|
|
11.324.749
|
|
|
|
10.197.107
|
|
Public asset use
|
|
Amortized cost
|
|
|
124.518
|
|
|
|
120.431
|
|
|
|
115.368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities
|
|
|
|
|
12.309.146
|
|
|
|
11.688.582
|
|
|
|
10.611.409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Cash and cash equivalents mainly corresponds to short-term investments in Bank Certificates of Deposit (CDB) and repurchase transactions (Note 4).
|
(b)
|
Amount invested in federal government bond, pursuant to Clause Six, Paragraph Two of the Collateral Sharing Agreement and Other Covenants (BNDES); see Note 5.
|
F-73
|
29.3.
|
Estimated fair value
|
Financial assets and liabilities recorded at fair value are classified
and disclosed in accordance with the following levels:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015 (unauited)
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Financial assets (current / noncurrent):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities reserve account
|
|
|
|
|
|
|
61.621
|
|
|
|
|
|
|
|
61.621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2014
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Financial assets (current / noncurrent):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities reserve account
|
|
|
|
|
|
|
10.612
|
|
|
|
|
|
|
|
10.612
|
|
Hierarchical fair value
There are three levels for classifying the fair value related to instruments financial, the hierarchy gives priority to unadjusted quoted
prices in an active market for the asset or liability. The classification of hierarchical levels can be displayed, as shown below:
Level 1
- Inputs from an active market (unadjusted quoted price) so that you can access daily, including on the date of fair value measurement.
F-74
Level 2 - Inputs other than those from an active market (unadjusted quoted price) included in
Level 1, extracted from a pricing model based on observable market data.
Level 3 - Inputs taken from a pricing model based on unobservable
market data.
|
29.4.
|
Objectives of financial risk management
|
The estimated realizable amounts of the
subsidiarys financial assets and financial liabilities fair value estimates.
Therefore, the estimates provided herein are not
necessarily indicative of the amounts that could be realized in a current exchange market. The use of market methodologies may have different effects on the estimated realizable values.
The financial condition and results of future operations can be adversely affected by any of the risk factors described below.
The Company and its subsidiary did not enter into derivative agreements to hedge
their assets and liabilities, mainly in relation to the interest rate, price and currency fluctuations. However, assets and liabilities are monitored and assessed periodically in order to determine their exposure.
|
29.6.
|
Interest rate and floating indices risk
|
This risk arises from the possibility of the
subsidiary incurring losses due to fluctuations in the interest rates applicable to its liabilities or assets. The subsidiary is exposed to floating interest rate subject to the Long-term Interest Rate (TJLP) fluctuation in relation to the financing
agreements, to the IPCA in relation to the payment to the Federal Government for the UBP, to the CDI in relation to the short-term investments and to the Reference Rate (TR) in relation to the escrow deposits.
As at December 31, 2015, the subsidiary does not have any derivative contracts to hedge against these indices; however, risks are
monitored by the Companys management, which periodically assesses exposure and proposes the strategies to be adopted.
F-75
Sensitivity analysis
As a result of the historical volatility of the Brazilian real against foreign currencies, interest rates and price indices, the Company
prepared a sensitivity analysis on its financial assets and financial liabilities based on the possible effects on its profit or loss or property, plant and equipment in 2015, based on the reasonable assumptions adopted by it.
The fluctuations used to calculate impact as at December 31, 2015 (unaudited) were as follows: foreign currency fluctuationUS dollar
(3.90), TJLP (7.0%) and CDI (14.14%).
(i) Changes (increase) in foreign currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Exposure
(thousands
of USD)
|
|
|
Risk
|
|
|
Impact
(Probable scenario (*)
|
|
|
Impact
Scenario A
|
|
|
Impact
Scenario B
|
|
Purchase of equipment
|
|
|
45.014
|
|
|
|
Increase in
the US
dollar rate
|
|
|
|
|
|
|
|
(22.291
|
)
|
|
|
(40.297
|
)
|
Benchmark rate for financial assets:
|
|
|
|
|
|
|
Rate as at
12/31/2015
|
|
|
|
Probable scenario
|
|
|
|
10
|
%
|
|
|
20
|
%
|
US dollar
|
|
|
|
|
|
|
3,90
|
|
|
|
4,00
|
|
|
|
4,40
|
|
|
|
4,80
|
|
(*)
|
Finance income (cost) for the next twelve months, based on the estimated US dollar rate of 4.00 for the 12-month period, according to market expectations.
|
In relation to trade payables pegged to the foreign currency, scenarios A and B consider a growth in the US dollar rate by 10% and 20%,
respectively.
(ii) Changes (increase) in interest rate (TJLP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Exposure
|
|
|
Risk
|
|
|
Impact
(Probable scenario (*))
|
|
|
Impact
Scenario A
|
|
|
Impact
Scenario B
|
|
Financing
|
|
|
11.382.783
|
|
|
|
Increase in
TJLP rate
|
|
|
|
(53.191
|
)
|
|
|
(159.572
|
)
|
|
|
(265.953
|
)
|
Benchmark rate for financing:
|
|
|
|
|
|
|
Rate as at
12/31/2015
|
|
|
|
Probable scenario
|
|
|
|
1,0
|
%
|
|
|
2,0
|
%
|
TJLP (%)
|
|
|
|
|
|
|
7,00
|
%
|
|
|
7,50
|
%
|
|
|
8,50
|
%
|
|
|
9,50
|
%
|
(*)
|
Shows the total debt balance with BNDES, considering the TJLP (adjusted on January 1, 2016) of 7.5% from January to December 2016. Scenarios A and B consider a variance of the TJLP rate by +1.0% and + 2.0%,
respectively.
|
F-76
In relation to financing , scenarios A and B consider a variance in the TJLP rate by 1% and 2%,
respectively.
(iii) Change (drop) in the CDI rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Exposure
|
|
|
Risk
|
|
|
Impact
(Probable scenario (*))
|
|
|
Impact
Scenario A
|
|
|
Impact
Scenario B
|
|
Financial assets
|
|
|
205.327
|
|
|
|
CDI rate
decrease
|
|
|
|
|
|
|
|
3.047
|
|
|
|
6.092
|
|
Benchmark rate for financial assets:
|
|
|
|
|
|
|
Rate as at
12/31/2015
|
|
|
|
Probable scenario
|
|
|
|
(10
|
%)
|
|
|
(20
|
%)
|
CDI (%)
|
|
|
|
|
|
|
14,14
|
%
|
|
|
14,14
|
%
|
|
|
12,73
|
%
|
|
|
11,31
|
%
|
(*)
|
Finance income (cost) for the next twelve months, based on the estimated CDI rate of 14.13% for the period, according to market expectations.
|
In relation to short-term investments , scenarios A and B consider a drop in the CDI rate by 10% and 20%, respectively, within a 12-month
period.
(iv) Changes (increase) in IPCA rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
Exposure
|
|
|
Risk
|
|
|
Impact
(Probable scenario (*))
|
|
|
Impact
Scenario A
|
|
|
Impact
Scenario B
|
|
UBP payable
|
|
|
124.518
|
|
|
|
IPCA increase
|
|
|
|
|
|
|
|
(1.341
|
)
|
|
|
(2.682
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benchmark rate for UBP payable:
|
|
|
|
|
|
|
Rate as at
12/31/2015
|
|
|
|
Probable
scenario
|
|
|
|
(10
|
%)
|
|
|
(20
|
%)
|
IPCA (%)
|
|
|
10,77
|
%
|
|
|
|
|
|
|
10,74
|
%
|
|
|
11,85
|
%
|
|
|
12,92
|
%
|
(*)
|
Finance income (cost) for the next twelve months, based on the estimated IPCA rate of 10.77% for the period, according to market expectations.
|
In relation to UBP payable, scenarios A and B consider a growth in the IPCA rate by 11.85% and 12,92%, respectively, within a 12-month
period.
F-77
The management of the Companys liquidity risk is under the responsibility
of the Finance Department, which manages the funding and liquidity management requirements in the short, medium and long-term through permanent monitoring of estimated and actual cash flows. The Company, in order to ensure the performance of its
obligations, on a conservative basis, adopts the minimum cash policy, which is annually reviewed based on the cash projections and monthly monitored by the Finance Department. The management of short-term investments is focused on very short-term
instruments, mainly those maturing on a daily basis, in order to ensure maximum liquidity and cover disbursements.
|
29.7.1.
|
Liquidity risk and interest tables
|
The tables below show in details the contractual maturities
remaining for the Companys non-derivative financial assets and liabilities and contractual repayment terms. The tables were prepared using the undiscounted cash flows of financial liabilities based on the closest date on which the Company must
settle the related obligations.
The table below shows the non-derivative financial liabilities of the ESBR by maturation range, for the
period remaining on the balance sheet until the contractual maturation date and includes related contractual interest.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average
effective
interest rate
|
|
|
Less than
one
month
|
|
|
1 to
3 months
|
|
|
3 months to 1
year
|
|
|
From 1 to 5
years
|
|
|
More than 5
years
|
|
|
Total
|
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instruments at floating interest rates*
|
|
|
CDI x 100.41
|
|
|
|
143.706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143.706
|
|
Securities reserve account
|
|
|
CDI x 94.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61.621
|
|
|
|
|
|
|
|
61.621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
143.076
|
|
|
|
|
|
|
|
|
|
|
|
61.621
|
|
|
|
|
|
|
|
205.327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average
effective
interest rate
|
|
|
Less than
one
month
|
|
|
1 to
3 months
|
|
|
3 months to 1
year
|
|
|
From 1 to 5
years
|
|
|
More than 5
years
|
|
|
Total
|
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
|
|
|
TJLP + 2.45
|
|
|
|
95.462
|
|
|
|
191.262
|
|
|
|
863.311
|
|
|
|
4.790.737
|
|
|
|
18.377.250
|
|
|
|
24.321.022
|
|
Trade payables
|
|
|
|
|
|
|
107.927
|
|
|
|
|
|
|
|
|
|
|
|
25.929
|
|
|
|
|
|
|
|
133.856
|
|
UBP payable
|
|
|
IPCA
|
|
|
|
1.040
|
|
|
|
2.080
|
|
|
|
9.360
|
|
|
|
62.400
|
|
|
|
49.638
|
|
|
|
124.518
|
|
Provision for environmental costs
|
|
|
|
|
|
|
6.032
|
|
|
|
18.095
|
|
|
|
48.254
|
|
|
|
152.102
|
|
|
|
353.052
|
|
|
|
577.535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
210.461
|
|
|
|
211.437
|
|
|
|
923.925
|
|
|
|
5.031.168
|
|
|
|
18.779.940
|
|
|
|
25.156.931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instruments at floating interest rates*
|
|
|
CDI x 100.00
|
|
|
|
73.637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73.637
|
|
Securities reserve account
|
|
|
CDI x 94.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.225
|
|
|
|
|
|
|
|
15.225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
73.637
|
|
|
|
|
|
|
|
|
|
|
|
15.225
|
|
|
|
|
|
|
|
88.862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
|
|
|
TJLP + 2.45
|
|
|
|
74.487
|
|
|
|
208.562
|
|
|
|
827.065
|
|
|
|
4.571.706
|
|
|
|
16.797.348
|
|
|
|
22.479.168
|
|
Trade payables
|
|
|
|
|
|
|
205.055
|
|
|
|
|
|
|
|
|
|
|
|
6.638
|
|
|
|
|
|
|
|
211.693
|
|
UBP payable
|
|
|
IPCA
|
|
|
|
950
|
|
|
|
1.900
|
|
|
|
8.550
|
|
|
|
57.000
|
|
|
|
52.031
|
|
|
|
120.431
|
|
Provision for environmental costs
|
|
|
|
|
|
|
8.950
|
|
|
|
26.849
|
|
|
|
71.597
|
|
|
|
209.484
|
|
|
|
267.042
|
|
|
|
583.922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
289.442
|
|
|
|
237.311
|
|
|
|
907.212
|
|
|
|
4.844.828
|
|
|
|
17.116.421
|
|
|
|
23.395.214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Short-term investments in Cash and cash
equivalents.
|
|
|
|
|
|
|
|
December 31, 2013 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instruments at floating interest rates*
|
|
|
CDI x 100.00
|
|
|
|
865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
|
|
|
TJLP + 2.45
|
|
|
|
74.487
|
|
|
|
208.562
|
|
|
|
827.065
|
|
|
|
4.571.706
|
|
|
|
16.797.348
|
|
|
|
22.478.242
|
|
Trade payables
|
|
|
|
|
|
|
298.934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
298.934
|
|
UBP payable
|
|
|
IPCA
|
|
|
|
950
|
|
|
|
1.900
|
|
|
|
8.550
|
|
|
|
57.000
|
|
|
|
46.998
|
|
|
|
115.368
|
|
Provision for environmental costs
|
|
|
|
|
|
|
8.950
|
|
|
|
26.849
|
|
|
|
71.597
|
|
|
|
209.484
|
|
|
|
139.428
|
|
|
|
456.308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
383.321
|
|
|
|
237.311
|
|
|
|
907.212
|
|
|
|
4.838.190
|
|
|
|
16.982.848
|
|
|
|
23.348.882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-79
In 2015 and 2014, the subsidiary carried out the following non-cash
transactions, which were, therefore, excluded from the statement of cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2015
|
|
|
12/31/2014
|
|
|
12/31/2013
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
Capitalization of plants insurance premiums
|
|
|
(a
|
)
|
|
|
|
|
|
|
16.776
|
|
|
|
16.561
|
|
Capitalized interest on financing
|
|
|
(b
|
)
|
|
|
363.907
|
|
|
|
588.460
|
|
|
|
695.542
|
|
Inflation adjustment - LI
|
|
|
(c
|
)
|
|
|
13.907
|
|
|
|
236.038
|
|
|
|
245.756
|
|
Inflation adjustment - LO
|
|
|
(c
|
)
|
|
|
4.519
|
|
|
|
(44.713
|
)
|
|
|
|
|
Provision for risks ICMS
|
|
|
(d
|
)
|
|
|
151.215
|
|
|
|
123.189
|
|
|
|
305.909
|
|
Changes in financed purchases of property, plant and equipment
|
|
|
(e
|
)
|
|
|
37.544
|
|
|
|
95.831
|
|
|
|
80.401
|
|
Offset taxes
|
|
|
(f
|
)
|
|
|
325.208
|
|
|
|
154.652
|
|
|
|
|
|
ISSQN - tax assessment notice
|
|
|
(g
|
)
|
|
|
|
|
|
|
14.941
|
|
|
|
|
|
Environmental costs
|
|
|
(h
|
)
|
|
|
|
|
|
|
154.911
|
|
|
|
456.310
|
|
(a)
|
As described in Note 11, this amount refers to the recognition of works insurance capitalized in property, plant and equipment.
|
(b)
|
Refers to capitalized interest on the BNDES direct financing and financing as onlengind through a pool of banks comprised of: Banco do Brasil, Caixa Econômica Federal, Banco do Nordeste do Brasil, Bradesco and
Itaú BBA.
|
(c)
|
Refer to to the inflation adjustment to the provisions for environmental costs relating to the plants LIs and LOs, as resulting in growth in intangible assets and property, plant and equipment as a balancing item
to environmental costs (liability).
|
(d)
|
Refers to the provision for ICMS risks, as described in Note 23.1.2.
|
F-80
(e)
|
Refers to the addition to property, plant and equipment of non-cash trade payables.
|
(f)
|
Refers to taxes offset in the period (Note 8).
|
(g)
|
For the ISSQN - Tax assessment notice, see Note 17.
|
(h)
|
Inflation adjustments of LI and LO refer to provisions for environmental costs relating to the plants installation and operating licenses, as prescribed by OCPC 05. The monthly discount rate
(WACCWeighted Average Cost of Capital) was 0.64806%, calculated on the study date, and annual IPCA was 4.5%. In 2014, the provision for environmental costs was adjusted based on the annual environmental program amounts, from 2015 to 2043.
|
|
31.1.
|
Concession-related commitments
|
The Parent assumed some commitments in the concession
arrangement, as follows:
|
|
|
Invest, on an annual basis, at least 1% of its net operating revenue in research & development activities of the power sector, as set forth in Law 9991, of July 24, 2000, as amended by Law 10848, of
March 15, 2004. The Parent must submit to ANEEL, on an annual basis, a program describing the physical and financial actions and goals, as well as confirm the performance of the obligations to the National Scientific and Technological
Development Fund;
|
|
|
|
Guarantee in connection with the Invitation to Bid - Aneel 02/2011 (Auction A-3, of August 2011) in the amount of R$77,064, as warranty insurance, without reduction milestones and percentage rates;
|
|
|
|
The performance bond for the obligations assumed in the concession arrangement, as set forth in item 12 of the Invitation to Bid 05/2008 (including the obtaining of the LI, including social and environmental projects,
and the LO), at the initial amount of R$650,000 and current amount of R$162,500 (complied through the performance bond contracted in the form of warranty insurance), will be effective up to three months after the startup of operations of the UHE
Jiraus last generation unit, according to the respective guarantee reduction ratios and percentages, as described below:
|
F-81
|
|
|
|
|
|
|
Order
|
|
Milestone
|
|
Percentage released of
the initial collateral
amount
|
|
1
|
|
Completion of the construction site implementation
|
|
|
20
|
%
|
2
|
|
Beginning of the power house concreting
|
|
|
30
|
%
|
3
|
|
Rotor fall of the first turbine
|
|
|
40
|
%
|
4
|
|
Startup of operations of the first turbine
|
|
|
75
|
%
|
5
|
|
Startup of operations of the generating unit
accounting for 50% of the plant total capacity
|
|
|
85
|
%
|
6
|
|
End of the third month after the startup of operations
of the last generation unit
|
|
|
100
|
%
|
Based on the agreements entered into with the suppliers of UHE Jirau
construction work and on the estimated future costs for the completion of the generation plant, the Companys Board of Directors periodically reviews the work budget. The last budget approved by the Companys Board of Directors, at the meeting
held on January 28, 2015, and prepared as at December 31, 2014, indicates that the total amount to be invested in the Jirau Project would total approximately R$19 billion (unaudited).
The amount approve refers to the amount to be disbursed in the materials an dservice agreements related to the construction of UHE Jirau, not
therefore considering the non-monetary amounts recorded in property, plant and equipment as capitalized financing interest, provision for ICMS and amounts related to UBP and environmental costs of the operating stage recorded, as prescribed by OCPC
05.
In September 2013, the Company entered into an agreement with Itaú BBA for the issuance of a guarantee, by means of the Standby
Letter of Credit, in order to ensure the possible return of a portion of the amount advanced by the insurance and reinsurance companies, relating to the claim arising from vandalism in the construction site in 2011 and 2012, currently under foreign
arbitration process. The advance was made upon an agreement entered into between the Company and the insurance and reinsurance companies. The guarantee was renewed and is effective through September 2016, with maximum guaranteed amount of R$38,202.
The agreements may be collateralized by advanced amount or performance
bond. In relation to the type, these guarantees may be in the form of corporate guarantee, retention of amounts paid, bank guarantee letter and warranty insurance.
F-82
The advanced amount guarantee, always in the form of bank guarantee letter, is directly related
to the advanced amount set forth in the agreement, which will be solely performed after the provision of the guarantee by the supplier. The performance bond relates to the compliance with the contractual provisions and aims at protecting the Company
against possible contractual default. In general, these guarantees may be reduced by the allocation of the contractual advances and compliance with the contractual provisions, respectively.
The main information on the guarantees received in accordance with the original currency set forth in the agreement and, therefore, in the
guarantees, is as follows (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantees in R$ (thousands)
|
|
Type of service/
equipment
|
|
|
|
|
Type of guarantee
|
|
Initial
contractual
amount
|
|
|
Current
secured
amount
|
|
|
Issuing bank of the
prevailing bank
guarantee
|
|
Effective date
of the current
guarantee
|
|
|
Maturity of
the bank
guarantee
|
|
National turbines
|
|
|
Alstom
|
|
|
Performance
|
|
|
168.114
|
|
|
|
195.011
|
|
|
Chartis Seguros/Itaú
|
|
|
05/31/2011
|
|
|
|
03/12/2016
|
|
|
|
Andritz
|
|
|
Performance
|
|
|
97.935
|
|
|
|
113.623
|
|
|
Chartis Seguros/Itaú
|
|
|
05/31/2011
|
|
|
|
03/12/2016
|
|
|
|
Voith
|
|
|
Performance
|
|
|
84.951
|
|
|
|
98.505
|
|
|
Chartis Seguros/Itaú
|
|
|
05/31/2011
|
|
|
|
03/12/2016
|
|
Lifting / hydromechanic equipment
|
|
|
Bardella
|
|
|
Performance
|
|
|
28.880
|
|
|
|
28.880
|
|
|
J Malucelli
|
|
|
12/30/2014
|
|
|
|
12/30/2015
|
|
|
|
|
|
|
|
Performance (Siemens)
|
|
|
67.459
|
|
|
|
67.459
|
|
|
Chartis
|
|
|
05/31/2009
|
|
|
|
04/30/2017
|
|
Electric and auxiliary systems
|
|
|
Siemens/CNEC
|
|
|
Performance (Cnec)
|
|
|
30.600
|
|
|
|
30.600
|
|
|
Chartis
|
|
|
05/31/2009
|
|
|
|
04/30/2017
|
|
|
|
|
|
|
|
Siemens down payment (letter of guarantee)
|
|
|
20.950
|
|
|
|
304
|
|
|
BNP Paribas
|
|
|
03/27/2015
|
|
|
|
03/27/2016
|
|
|
|
|
|
|
|
Sinal Cnec (letter of guarantee)
|
|
|
9.503
|
|
|
|
207
|
|
|
HSBC
|
|
|
04/01/2015
|
|
|
|
03/28/2016
|
|
Commissioning
|
|
|
Copem
|
|
|
Warranty insurance
|
|
|
4.955
|
|
|
|
5.552
|
|
|
Swiss Re
|
|
|
08/01/2012
|
|
|
|
07/31/2016
|
|
Assembly
|
|
|
Enesa
|
|
|
Performance
|
|
|
45.987
|
|
|
|
45.987
|
|
|
ACE Seguradora
|
|
|
11/05/2014
|
|
|
|
11/17/2016
|
|
Owner engineer
|
|
|
Leme
|
|
|
Performance
|
|
|
10.000
|
|
|
|
10.000
|
|
|
J Malucelli
|
|
|
12/12/2015
|
|
|
|
12/31/2016
|
|
Project design
|
|
|
Themag
|
|
|
Contractual retention
|
|
|
12.253
|
|
|
|
1.742
|
|
|
N/A
|
|
|
11/22/2013
|
|
|
|
Contractual
termination
|
|
Construction works
|
|
|
Jmalucelli
|
|
|
Letter of guarantee
|
|
|
35.592
|
|
|
|
35.592
|
|
|
Banco Votorantim
|
|
|
11/29/2013
|
|
|
|
Contractual
termination
|
|
Total
|
|
|
|
|
|
|
|
|
617.179
|
|
|
|
633.462
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaterals in US$ (thousands)
|
|
Imported turbines
|
|
|
Dong Fang
|
|
|
Performance
|
|
|
73.200
|
|
|
|
73.200
|
|
|
Bank of China
|
|
|
03/27/2012
|
|
|
|
11/17/2017
|
|
SF6 substation
|
|
|
Hyosung
|
|
|
Performance
|
|
|
5.285
|
|
|
|
5.285
|
|
|
Itaú
|
|
|
03/24/2010
|
|
|
|
03/01/2017
|
|
Total
|
|
|
|
|
|
|
|
|
78.485
|
|
|
|
78.485
|
|
|
|
|
F-83
33.
|
SUBSEQUENT EVENTS (unaudited)
|
|
33.1.
|
New turbines placed into operation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sequence
|
|
Generation unit
|
|
|
ANEEL Order
|
|
|
Startup of
activities
|
|
38ª
|
|
|
17
|
|
|
|
0011
|
|
|
|
01/06/2016
|
|
39ª
|
|
|
18
|
|
|
|
0011
|
|
|
|
01/06/2016
|
|
40ª
|
|
|
19
|
|
|
|
0011
|
|
|
|
01/06/2016
|
|
41ª
|
|
|
41
|
|
|
|
102
|
|
|
|
01/16/2016
|
|
42ª
|
|
|
42
|
|
|
|
795
|
|
|
|
03/31/2016
|
|
43ª
|
|
|
43
|
|
|
|
2227
|
|
|
|
08/20/2016
|
|
44ª
|
|
|
44
|
|
|
|
2376
|
|
|
|
09/09/2016
|
|
45ª
|
|
|
45
|
|
|
|
2480
|
|
|
|
09/16/2016
|
|
On February 19, 2016, ANEEL revised its interpretation of the court
decision and through new opinion enforceable officiated CCEE through Official Letter No. 78/2016-DIR / ANEEL. Given the command of ANEEL, on March 15, 2016, the CCEE changed the way of compliance with the decisions made by the President of
the Federal Court of the 1st Region (TRF1) in the minutes CAD 857.
Against the court decision to breach the subsidiary filed a request to
the Presidency of TRF1 which was promptly answered, in a decision handed down on June 30, 2016 and duly attended by the CCEE in the minutes CAD 862, published on April 5, 2016.
The partial suspension of sentence prevented the subsidiary was required to make payments, but also made it impossible to benefit from the
favorable effects arising from the recognition of the 535 days delay by excluding liability (situation zero to zero).
Thus, on
April 14, 2016 ANEEL established a special appeal against the decision partially suspended the effects of the sentence, which was judged denied unanimously on June 16, 2016, by the Special Court of the Federal Court of the 1st Region. On
June 20, the 6th Chamber of the TRF1 dismissed the special appeal filed by ANEEL against the decision of the 5th Federal Court of Porto Velho who received the appeal only in the devolution effect. On June 20, 2016 the same Special Court
also denied, unanimously, the special appeal filed by the subsidiary.
F-84
On 1 September 2016, the Special Court of the Federal Court TRF1 denied the special appeal
brought by energy distributors, it has himself to stabilize the matter before the Federal Court of the 1st Region to judge, through its 6th class just appeal filed by ANEEL against the decision which declared the exemption claim by 535 days late. In
October 2016, this decision was declared non-appealable by the Federal Court TRF1.
In September, 30 the subsidiary had recorded the
provision for risks of exemption claim, in the amount of R$2,720,317, (R$2,555,291 as at December 31, 2015).
BOARD OF DIRECTORS
|
|
|
Maurício Stölle Bähr
|
|
|
|
|
Chairman
|
|
|
|
|
Victor Frank de Paula Rosa Paranhos
|
|
Jose Luiz Jansson Laydner
|
|
|
Director
|
|
Director
|
|
|
Manoel Arlindo Zaroni Torres
|
|
Ronaldo dos Santos Custódio
|
|
|
Director
|
|
Director
|
|
|
Yoshinori Utaka
|
|
Kazuki Shimizu
|
|
|
Director
|
|
Director
|
|
|
José Ailton de Lima
Director
|
|
José Pedro de Alcântara Júnior
Director
|
F-85
EXECUTIVE BOARD
|
|
|
Victor Frank de Paula Rosa Paranhos
|
|
Paulo Maurício Mantuano de Lima
|
|
|
(Chief Executive Officer)
|
|
(Chief Financial Officer)
|
|
|
Victor Frank de Paula Rosa Paranhos
|
|
José Lúcio de Arruda Gomes
|
|
|
(Chief Engineering Officer)
|
|
(Chief Administrative Officer)
|
|
|
Isac Paulo Teixeira
|
|
|
|
|
(Chief Environment Officer)
|
|
|
ACCOUNTING / TAX DEPARTMENT
ACCOUNTANT
Marcia Cristina M.P.
Gonçalves
CRC-RJ 087201/O-1
F-86
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Madeira Energia S.A.
MESA
We have audited the accompanying consolidated balance sheet of Madeira Energia S.A. MESA and its subsidiary (the Company)
as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive loss, changes in equity and of cash flows for the years then ended. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the
auditing standards generally accepted in the United States of America and in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Madeira Energia
S.A. MESA and its subsidiary at December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board.
The accompanying consolidated statements of operations, comprehensive loss, changes in equity and of cash flows of the
Company for the year ended December 31, 2013 was not audited, reviewed, or compiled by us and, accordingly, we do not express an opinion or any other form of assurance on them.
/s/ Pricewaterhouse Coopers Auditores Independentes
October 10, 2016
São Paulo - Brazil
F-87
Madeira Energia S.A. MESA and its subsidiary
Financial statements
At December 31, 2015 and
independent auditors report
F-88
MADEIRA ENERGIA S.A.MESA AND ITS SUBSIDIARY
CONSOLIDATED BALANCE SHEETS AS AT DECEMBER 31, 2015 and 2014
(In thousands of Brazilian reais - R$)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
|
|
Note
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
4
|
|
|
|
299.963
|
|
|
|
241.129
|
|
|
Trade payables
|
|
|
13
|
|
|
|
976.217
|
|
|
|
1.186.313
|
|
Consumers and concessionaires
|
|
|
5
|
|
|
|
300.931
|
|
|
|
280.934
|
|
|
Salaries and charges payable
|
|
|
|
|
|
|
2.678
|
|
|
|
2.347
|
|
Income tax and social contribution recoverable
|
|
|
|
|
|
|
36.926
|
|
|
|
46.606
|
|
|
Borrowings
|
|
|
14.1
|
|
|
|
440.915
|
|
|
|
392.446
|
|
Taxes for offset
|
|
|
6
|
|
|
|
14.302
|
|
|
|
63.969
|
|
|
Debentures
|
|
|
14.2
|
|
|
|
9.864
|
|
|
|
11.369
|
|
Guarantee deposits
|
|
|
7
|
|
|
|
46.147
|
|
|
|
18.158
|
|
|
Taxes and contributions
|
|
|
15
|
|
|
|
31.753
|
|
|
|
30.758
|
|
Recoverable expenses
|
|
|
8
|
|
|
|
830.936
|
|
|
|
756.227
|
|
|
Advances from customers
|
|
|
16
|
|
|
|
86.697
|
|
|
|
46.684
|
|
Prepaid expenses
|
|
|
|
|
|
|
39.351
|
|
|
|
37.821
|
|
|
Performance bond
|
|
|
17
|
|
|
|
114.169
|
|
|
|
95.188
|
|
Other assets
|
|
|
|
|
|
|
39.663
|
|
|
|
22.649
|
|
|
Regulatory and sector charges
|
|
|
|
|
|
|
40.275
|
|
|
|
34.784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.608.219
|
|
|
|
1.467.493
|
|
|
Concessions payable
|
|
|
18
|
|
|
|
19.301
|
|
|
|
17.502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social and environmental provisions
|
|
|
19
|
|
|
|
63.890
|
|
|
|
111.313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for contingencies
|
|
|
20
|
|
|
|
355.973
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
|
|
|
|
9.725
|
|
|
|
20.493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.151.457
|
|
|
|
1.949.197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax and social contribution recoverable
|
|
|
|
|
|
|
|
|
|
|
13.288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes for offset
|
|
|
6
|
|
|
|
1.418
|
|
|
|
1.398
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantee deposits
|
|
|
7
|
|
|
|
499.028
|
|
|
|
152.946
|
|
|
Borrowings
|
|
|
14.1
|
|
|
|
10.427.165
|
|
|
|
9.491.671
|
|
Recoverable expenses
|
|
|
8
|
|
|
|
32.687
|
|
|
|
29.779
|
|
|
Debentures
|
|
|
14.2
|
|
|
|
3.634.073
|
|
|
|
3.153.908
|
|
Deferred income tax and social contribution
|
|
|
9
|
|
|
|
620.581
|
|
|
|
12.340
|
|
|
Taxes and contributions
|
|
|
15
|
|
|
|
38.377
|
|
|
|
41.941
|
|
Prepaid expenses
|
|
|
|
|
|
|
13.531
|
|
|
|
37.851
|
|
|
Advances from customers
|
|
|
16
|
|
|
|
260.941
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
15.131
|
|
|
|
21.457
|
|
|
Performance bond
|
|
|
17
|
|
|
|
219.590
|
|
|
|
184.649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concessions payable
|
|
|
18
|
|
|
|
226.896
|
|
|
|
209.212
|
|
|
|
|
|
|
|
|
1.182.376
|
|
|
|
269.059
|
|
|
Obligations tied to the concession
|
|
|
|
|
|
|
5.653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social and environmental provisions
|
|
|
19
|
|
|
|
266.602
|
|
|
|
248.169
|
|
Investment in subsidiary
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
Provision for contingencies
|
|
|
20
|
|
|
|
10.983
|
|
|
|
9.664
|
|
Property, plant and equipment
|
|
|
11
|
|
|
|
21.978.007
|
|
|
|
20.801.649
|
|
|
Other provisions
|
|
|
21
|
|
|
|
210.325
|
|
|
|
176.698
|
|
Intangible assets
|
|
|
12
|
|
|
|
202.379
|
|
|
|
196.373
|
|
|
Deferred income tax and social contribution
|
|
|
22
|
|
|
|
267.822
|
|
|
|
274.564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.362.762
|
|
|
|
21.267.081
|
|
|
|
|
|
|
|
|
|
15.568.427
|
|
|
|
13.790.476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
24.970.981
|
|
|
|
22.734.574
|
|
|
Equity
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
|
|
|
|
9.761.952
|
|
|
|
9.455.706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advance for future capital increase
|
|
|
|
|
|
|
|
|
|
|
68.076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated losses
|
|
|
|
|
|
|
(2.510.855
|
)
|
|
|
(2.528.881
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.251.097
|
|
|
|
6.994.901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-89
Madeira Energia S.A. - MESA
and its subsidiary
Statement of operations
Years ended December 31
All amounts in thousands of reais unless when otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Net operating revenue (Note 25)
|
|
|
2.604.869
|
|
|
|
2.343.960
|
|
|
|
1.300.585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue from sale of energy
|
|
|
2.604.869
|
|
|
|
2.520.600
|
|
|
|
1.300.585
|
|
Share of net revenue related to the 2nd advance schedule
|
|
|
|
|
|
|
(176.640
|
)
|
|
|
|
|
Cost of electric energy service (Note 26(a))
|
|
|
(2.082.620
|
)
|
|
|
(3.686.398
|
)
|
|
|
(929.565
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sale of electric energy
|
|
|
(1.393.144
|
)
|
|
|
(3.042.482
|
)
|
|
|
(634.171
|
)
|
Cost of operation
|
|
|
(689.476
|
)
|
|
|
(643.916
|
)
|
|
|
(295.394
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross operating income (loss)
|
|
|
522.249
|
|
|
|
(1.342.438
|
)
|
|
|
371.020
|
|
General and administrative expenses (Note 26(b))
|
|
|
(152.229
|
)
|
|
|
(139.184
|
)
|
|
|
(100.429
|
)
|
Other expenses
|
|
|
(36
|
)
|
|
|
30
|
|
|
|
|
|
Share of costs related to the 2nd advance schedule (Note 26(b))
|
|
|
|
|
|
|
334
|
|
|
|
|
|
Equity in results of subsidiary (Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
369.984
|
|
|
|
(1.481.258
|
)
|
|
|
270.591
|
|
Finance income (Note 27 )
|
|
|
156.717
|
|
|
|
64.533
|
|
|
|
18.115
|
|
Finance costs (Note 27 )
|
|
|
(1.123.658
|
)
|
|
|
(797.759
|
)
|
|
|
(323.896
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs, net
|
|
|
(966.941
|
)
|
|
|
(733.226
|
)
|
|
|
(305.781
|
)
|
Profit (loss) before income tax and social contribution
|
|
|
(596.957
|
)
|
|
|
(2.214.484
|
)
|
|
|
(35.190
|
)
|
Income tax and social contribution - current
|
|
|
|
|
|
|
(49
|
)
|
|
|
|
|
Income tax and social contribution - deferred
|
|
|
614.983
|
|
|
|
6.473
|
|
|
|
(12.548
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the year
|
|
|
18.026
|
|
|
|
(2.208.060
|
)
|
|
|
(47.738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per thousand common shares (in reais) (Note 24)
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-90
Madeira Energia S.A. - MESA
and its subsidiary
Statement of comprehensive income (loss)
Years ended December 31
All amounts in thousands of reais
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Net income (loss) for the year
|
|
|
18.026
|
|
|
|
(2.208.060
|
)
|
|
|
(47.738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) for the year
|
|
|
18.026
|
|
|
|
(2.208.060
|
)
|
|
|
(47.738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) for the year attributable to the stockholders of the
Company
|
|
|
18.026
|
|
|
|
(2.208.060
|
)
|
|
|
(47.738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-91
Madeira Energia S.A. - MESA
and its subsidiary
Statement of changes in equity
All amounts in thousands of reais
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital (Note 23)
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscribed
|
|
|
Unpaid
(Note 23 (ii))
|
|
|
Retained earnings
(accumulated
deficit)
|
|
|
Advance for future
capital increase
|
|
|
Total
|
|
At January 1, 2013 (unaudited)
|
|
|
5.069.572
|
|
|
|
|
|
|
|
(273.083
|
)
|
|
|
|
|
|
|
4.796.489
|
|
Total comprehensive income (loss) for the year Loss for the year
|
|
|
|
|
|
|
|
|
|
|
(47.738
|
)
|
|
|
|
|
|
|
(47.738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the year
|
|
|
|
|
|
|
|
|
|
|
(47.738
|
)
|
|
|
|
|
|
|
(47.738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase on 2.26.2013
|
|
|
230.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
230.000
|
|
Capital increase on 4.25.2013
|
|
|
125.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125.000
|
|
Capital increase on 5.24.2013
|
|
|
60.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60.000
|
|
Capital increase on 6.24.2013
|
|
|
862.100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
862.100
|
|
Capital increase on 9.25.2013
|
|
|
100.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.000
|
|
Capital increase on 10.18.2013
|
|
|
200.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase on 11.21.2013
|
|
|
100.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by stockholders
|
|
|
1.677.100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.677.100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2013 (unaudited)
|
|
|
6.746.672
|
|
|
|
|
|
|
|
(320.821
|
)
|
|
|
|
|
|
|
6.425.851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the year Loss for the year
|
|
|
|
|
|
|
|
|
|
|
(2.208.060
|
)
|
|
|
|
|
|
|
(2.208.060
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the year
|
|
|
|
|
|
|
|
|
|
|
(2.208.060
|
)
|
|
|
|
|
|
|
(2.208.060
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase on 2.18.2014
|
|
|
200.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200.000
|
|
Capital increase on 3.25.2014
|
|
|
200.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200.000
|
|
Capital increase on 8.5.2014
|
|
|
350.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
350.000
|
|
Capital increase on 9.5.2014
|
|
|
850.000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
850.000
|
|
AFCI received on 10.3.2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
295.740
|
|
|
|
295.740
|
|
Capital subscribed on 10.21.2014
|
|
|
1.415.280
|
|
|
|
(1.415.280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase on 10.21.2014
|
|
|
|
|
|
|
483.635
|
|
|
|
|
|
|
|
(150.660
|
)
|
|
|
332.975
|
|
Capital increase on 10.22.2014
|
|
|
|
|
|
|
326.365
|
|
|
|
|
|
|
|
|
|
|
|
326.365
|
|
Capital increase on 10.27.2014
|
|
|
|
|
|
|
232.800
|
|
|
|
|
|
|
|
(55.800
|
)
|
|
|
177.000
|
|
Capital increase on 12.9.2014
|
|
|
|
|
|
|
66.234
|
|
|
|
|
|
|
|
(21.204
|
)
|
|
|
45.030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by stockholders
|
|
|
3.015.280
|
|
|
|
(306.246
|
)
|
|
|
|
|
|
|
68.076
|
|
|
|
2.777.110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2014
|
|
|
9.761.952
|
|
|
|
(306.246
|
)
|
|
|
(2.528.881
|
)
|
|
|
68.076
|
|
|
|
6.994.901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the year Income for the year
|
|
|
|
|
|
|
|
|
|
|
18.026
|
|
|
|
|
|
|
|
18.026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
18.026
|
|
|
|
|
|
|
|
18.026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase on 1.8.2015
|
|
|
|
|
|
|
22.230
|
|
|
|
|
|
|
|
|
|
|
|
22.230
|
|
Capital increase on 1.12.2015
|
|
|
|
|
|
|
41.594
|
|
|
|
|
|
|
|
(9.970
|
)
|
|
|
31.624
|
|
AFCI received on 1.12.2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62.480
|
|
|
|
62.480
|
|
Capital increase on 1.21.2015
|
|
|
|
|
|
|
166.374
|
|
|
|
|
|
|
|
(82.758
|
)
|
|
|
83.616
|
|
Capital increase on 7.31.2015
|
|
|
|
|
|
|
76.048
|
|
|
|
|
|
|
|
(37.828
|
)
|
|
|
38.220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions by stockholders
|
|
|
|
|
|
|
306.246
|
|
|
|
|
|
|
|
(68.076
|
)
|
|
|
238.170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015
|
|
|
9.761.952
|
|
|
|
|
|
|
|
(2.510.855
|
)
|
|
|
|
|
|
|
7.251.097
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-92
Madeira Energia S.A. - MESA
and its subsidiary
Statements of cash flows
Years ended December 31
All amounts in thousands of reais
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company
|
|
|
Consolidated
|
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the year before income tax and social contribution
|
|
|
11.284
|
|
|
|
(2.211.101
|
)
|
|
|
(596.957
|
)
|
|
|
(2.214.484
|
)
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and monetary variation, net
|
|
|
|
|
|
|
|
|
|
|
962.876
|
|
|
|
595.696
|
|
Sale and supply of electric energy
|
|
|
|
|
|
|
|
|
|
|
(347.615
|
)
|
|
|
(520.478
|
)
|
Electric energy purchased for resale
|
|
|
|
|
|
|
|
|
|
|
874.445
|
|
|
|
306.821
|
|
Network use charge
|
|
|
|
|
|
|
|
|
|
|
73.351
|
|
|
|
60.788
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
480.758
|
|
|
|
377.280
|
|
Advance schedule income (loss), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67.501
|
|
Provision for contingencies
|
|
|
|
|
|
|
|
|
|
|
62
|
|
|
|
|
|
Operating costs
|
|
|
|
|
|
|
|
|
|
|
11.675
|
|
|
|
163.977
|
|
Equity in results of subsidiaries
|
|
|
(13.730
|
)
|
|
|
2.211.317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.446
|
)
|
|
|
216
|
|
|
|
1.458.595
|
|
|
|
(1.162.899
|
)
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumers and concessionaires
|
|
|
|
|
|
|
|
|
|
|
280.934
|
|
|
|
191.677
|
|
Other assets
|
|
|
232
|
|
|
|
(418
|
)
|
|
|
(10.685
|
)
|
|
|
(10.791
|
)
|
Income tax and social contribution recoverable
|
|
|
13.231
|
|
|
|
(771
|
)
|
|
|
22.969
|
|
|
|
(5.895
|
)
|
Recoverable expensess
|
|
|
|
|
|
|
|
|
|
|
5.522
|
|
|
|
23.644
|
|
Prepaid expenses
|
|
|
|
|
|
|
|
|
|
|
22.790
|
|
|
|
8.652
|
|
Taxes for offset
|
|
|
5
|
|
|
|
|
|
|
|
49.642
|
|
|
|
(61.674
|
)
|
Guarantee deposits
|
|
|
|
|
|
|
|
|
|
|
(374.071
|
)
|
|
|
(13.467
|
)
|
Trade payables
|
|
|
2
|
|
|
|
(2
|
)
|
|
|
(636.061
|
)
|
|
|
(510.433
|
)
|
Salaries and charges payable
|
|
|
6
|
|
|
|
19
|
|
|
|
541
|
|
|
|
189
|
|
Taxes and social contribution
|
|
|
(14
|
)
|
|
|
(41
|
)
|
|
|
(10.568
|
)
|
|
|
1.168
|
|
Advances from customers
|
|
|
|
|
|
|
|
|
|
|
300.000
|
|
|
|
154.789
|
|
Personnel liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.085
|
|
Regulatory and sector charges
|
|
|
|
|
|
|
|
|
|
|
11.144
|
|
|
|
20.682
|
|
Other liabilities
|
|
|
1.155
|
|
|
|
2
|
|
|
|
(10.977
|
)
|
|
|
1.386
|
|
Social and environmental provisions
|
|
|
|
|
|
|
|
|
|
|
(47.423
|
)
|
|
|
(114.609
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.171
|
|
|
|
(995
|
)
|
|
|
1.062.352
|
|
|
|
(1.475.496
|
)
|
Payment of interest and charges on debentures (Note 14.2(e))
|
|
|
|
|
|
|
|
|
|
|
(86.506
|
)
|
|
|
(72.412
|
)
|
Payment of interest on borrowings (Note 14.1(c))
|
|
|
|
|
|
|
|
|
|
|
(622.487
|
)
|
|
|
(381.356
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
12.171
|
|
|
|
(995
|
)
|
|
|
353.359
|
|
|
|
(1.929.264
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital increase in subsidiary (Note 10)
|
|
|
(190.690
|
)
|
|
|
(2.777.110
|
)
|
|
|
|
|
|
|
|
|
Advance for future capital increase (Note 10)
|
|
|
(62.480
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
(1.182.907
|
)
|
|
|
(1.373.516
|
)
|
Additions to intangible assets
|
|
|
|
|
|
|
|
|
|
|
(14.156
|
)
|
|
|
(17.057
|
)
|
Payment for the use of public property (Note 18)
|
|
|
|
|
|
|
|
|
|
|
(18.289
|
)
|
|
|
(1.552
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(253.170
|
)
|
|
|
(2.777.110
|
)
|
|
|
(1.215.352
|
)
|
|
|
(1.392.125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders capital increase
|
|
|
175.690
|
|
|
|
2.777.110
|
|
|
|
175.690
|
|
|
|
2.777.110
|
|
Advance for future capital increase
|
|
|
62.480
|
|
|
|
|
|
|
|
62.480
|
|
|
|
|
|
Issue of debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
704.941
|
|
Borrowings (Note 14.1(c))
|
|
|
|
|
|
|
|
|
|
|
1.060.573
|
|
|
|
15.000
|
|
Payment of borrowing - Principal (Note 14.1(c))
|
|
|
|
|
|
|
|
|
|
|
(377.916
|
)
|
|
|
(232.903
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
238.17 0
|
|
|
|
2.777.110
|
|
|
|
920.827
|
|
|
|
3.264.148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents, net
|
|
|
(2.829
|
)
|
|
|
(995
|
)
|
|
|
58.834
|
|
|
|
(57.241
|
)
|
Cash and cash equivalents at the beginning of the year (Note 4)
|
|
|
3.998
|
|
|
|
4.993
|
|
|
|
241.129
|
|
|
|
298.370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year (Note 4)
|
|
|
1.169
|
|
|
|
3.998
|
|
|
|
299.963
|
|
|
|
241.129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-93
Madeira Energia S.A. - MESA
and its subsidiary
Statements of value added Supplementary information
Years ended December 31
All amounts in thousands of reais
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Revenue
|
|
|
4.640.054
|
|
|
|
5.436.846
|
|
|
|
5.273.912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues related to the construction of own assets
|
|
|
1.663.123
|
|
|
|
2.547.348
|
|
|
|
3.507.837
|
|
Operating revenues
|
|
|
2.976.967
|
|
|
|
2.889.468
|
|
|
|
1.766.075
|
|
Other revenues (expenses)
|
|
|
(36
|
)
|
|
|
30
|
|
|
|
|
|
Inputs acquired from third parties
|
|
|
(2.797.207
|
)
|
|
|
(5.877.864
|
)
|
|
|
(3.925.015
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third-party services
|
|
|
(1.172.161
|
)
|
|
|
(2.169.189
|
)
|
|
|
(2.515.826
|
)
|
Materials
|
|
|
(638.572
|
)
|
|
|
(3.391.981
|
)
|
|
|
(1.899.544
|
)
|
Other
|
|
|
(986.474
|
)
|
|
|
(316.694
|
)
|
|
|
490.355
|
|
Gross value added
|
|
|
1.842.847
|
|
|
|
(441.018
|
)
|
|
|
1.348.897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(480.758
|
)
|
|
|
(377.280
|
)
|
|
|
(231.923
|
)
|
Value added received through transfer
|
|
|
201.488
|
|
|
|
97.300
|
|
|
|
50.600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income, net
|
|
|
201.488
|
|
|
|
97.300
|
|
|
|
50.600
|
|
Equity in the results of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
Total value added to distribute
|
|
|
1.563.577
|
|
|
|
(720.998
|
)
|
|
|
1.167.574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of value added
|
|
|
1.563.577
|
|
|
|
(720.998
|
)
|
|
|
1.167.574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel
|
|
|
69.697
|
|
|
|
68.679
|
|
|
|
46.816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct compensation
|
|
|
53.594
|
|
|
|
57.296
|
|
|
|
38.910
|
|
Benefits
|
|
|
13.043
|
|
|
|
8.457
|
|
|
|
6.074
|
|
FGTS - Government Severance Indemnity Fund for Employees
|
|
|
3.060
|
|
|
|
2.926
|
|
|
|
1.832
|
|
Taxes, fees and contributions
|
|
|
(263.266
|
)
|
|
|
98.164
|
|
|
|
193.548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(404.852
|
)
|
|
|
(25.170
|
)
|
|
|
58.789
|
|
State
|
|
|
141.133
|
|
|
|
123.052
|
|
|
|
134.728
|
|
Municipal
|
|
|
453
|
|
|
|
282
|
|
|
|
31
|
|
Remuneration of third-party capital
|
|
|
1.739.120
|
|
|
|
1.320.219
|
|
|
|
974.948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
1.731.082
|
|
|
|
1.314.346
|
|
|
|
970.345
|
|
Rents
|
|
|
8.038
|
|
|
|
5.873
|
|
|
|
4.603
|
|
Remuneration of own capital
|
|
|
18.026
|
|
|
|
(2.208.060
|
)
|
|
|
(47.738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the year
|
|
|
18.026
|
|
|
|
(2.208.060
|
)
|
|
|
(47.738
|
)
|
The accompanying notes are an integral part of these financial statements.
F-94
MADEIRA ENERGIA S.A.MESA AND ITS SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2015, 2014 and 2013 (unaudited)
Madeira Energia S.A. - MESA (Company
or Parent Company) is a privately-held corporation, organized on August 27, 2007, headquartered in the city of São Paulo, whose purpose is the development of the implementation project of the Santo Antônio Hydroelectric
Plant in a section of the Madeira River, in the city of Porto Velho, State of Rondônia, as well as conducting all the activities necessary to the construction, operation, maintenance and exploitation of that hydroelectric plant and its
associated transmission system.
On September 29, 2008, the Company gained consent of the National Electric Energy Agency ANEEL
to transfer the energy generation concession to its wholly-owned subsidiary, Santo Antônio Energia S.A. (Subsidiary), currently responsible for the construction and exploitation of the development and facilities of restricted
interest transmission of the electricity powerhouse.
|
The
|
Concession Agreement has a term of 35 years as from the date of its signature, June 13, 2008.
|
Generation capacity
The
construction of the Santo Antônio HEP, which expected minimum installed capacity is 3,568 MW, with the implementation of 50 Bulb turbines that operate in rivers with low waterfall and large flow of water, was started in the second
half of 2008. The physical guarantee of energy of the Santo Antônio HEP, after full motorization, is of 2,424,2 average MW.
At
December 31, 2015, the Santo Antônio HEP has 35 generating units in commercial operation, totaling 2,218 average MW of physical guarantee. In the same period of the previous year, the Santo Antônio HEP operated with three additional
generating units.
Sale of electric energy
Electric energy is produced and sold by the Subsidiary as an Independent Producer in accordance with the Concession Agreement.
In compliance with public auction notice 05/2007 of the Santo AntônioHEP, which sets forth the sale of 70% (1,552.6 average MW) of the
Santo Antônio HEP original project energy (2,218 average MW) guaranteed in the Regulated Contracting Environment (ACR), on July 25 and 28, 2008, the Agreements for Sale of Electric Energy in the Regulated Environment (CCEARs) were entered
into, through the intermediation of the Electric Energy Trading Chamber (CCEE), with the 32 purchasers that took part in auction 05/2007 ANEEL.
The balance of 30% of the original projects guaranteed energy (665.4 average MW), as well as the energy volume resulting from the Santo
Antônio HEP expansion project (206.2 average MW), was freely sold by the Company.
F-95
Carbon credits
In 2013, the Subsidiary obtained authorization to register with the United Nations Organization (UN) to take part in the Clean
Development Mechanism (CDM). With UNs endorsement, the Santo Antônio HEP was the first large plant in commercial operation in Brazil to effectively generate carbon credits to the global market. In accordance with the
CDMs methodology, the volume of credits is equivalent to the greenhouse gases not emitted into the atmosphere, expanding the offer of energy generated from a clean and renewable source.
Santo Antônio HEP, which operates within the quota of 70.5m, has a ratio of installed nominal power/reservoir area of 8.88 W/m2, which is
the double of minimum energy efficiency to generate carbon credits (4W/m2), thanks to the use of bulb turbines, responsible for generating energy using the river flow, not requiring the formation of a large reservoir.
Renegotiation of the Hydrological Risk Generation Scaling Factor (GSF) Agreement
On August 18, 2015, the Federal Government issued Provisional Measure (PM) 688, subsequently enacted into Law 13,203 of
December 8, 2015. This law establishes that the hydrological risk supported by the electric energy agents which participate in the Energy Reallocation Mechanism (ERM) may be renegotiated by the generating agents, provided it is approved by the
National Electric Energy Agency (ANEEL), with effect as from January 1, 2015, against consideration by those agents. In order to grant such approval, and in view of the provisions of the law, ANEEL established, Regulatory Resolution 684 of
December 11, 2015, the following criteria and other conditions for the renegotiation: i) filing the request with ANEEL up to January 15, 2016, and ii) withdrawal of lawsuits in progress.
The hydrological risk renegotiation conditions establish that the subsidiary shall pay monthly to the Centralizing Account of Tariff Flag
Resources (Brazilian acronym CCRBT) the result of multiplying the monthly amount of energy contracted from the plant by the unitary amount of the selected risk premium, retroactively to the January 1, 2015 base date. The
reimbursement of the hydrological risk in 2015, specifically, will be offset by the deferral of the risk premium payment.
In this
context, the Subsidiarys management has acted in favor of renegotiating the hydrological risk during the third quarter of 2015, in its governance bodies, and has formalized such decision of adhesion on January 13, 2016, filing the request
on January 15, 2016. The Subsidiary opted for product class SP93, with associated risk premium of R$3.25 per MW/h. The effects of this adhesion are shown in the table below:
|
|
|
|
|
Reference
|
|
Amount
|
|
(i) Total GSF (portion protected by preliminary injunction)
|
|
|
432,818
|
|
(ii) Portion of GSF (incurred after the renegotiation)
|
|
|
193,208
|
|
(iii) Portion of GSF (renegotiation risk premium)
|
|
|
239,610
|
|
F-96
|
(i)
|
Represents the total GSF amount incurred in 2015, before the decision to renegotiate, which had been provided in the Subsidiarys results and liabilities.
|
|
(ii)
|
Corresponds to the GSF recalculated during the year and actually owing under the renegotiated conditions, which has impacted, in the financial statements at December 31, 2015, on profit (loss) for the year, and
makes up the balance of accounts payable (Trade payables Note 13);
|
|
(iii)
|
Represents the difference between the GSF expenditures determined before and after the decision to renegotiate. It is the portion recovered from the 2015 results, which will be included in assets as insurance premium
upon its actual payment.
|
The premium portion corresponding to 2015 was recognized proportionately to the protected MW/h in
the Subsidiary financial statement for that year for its nominal value, that is, not adjusted to present value since it is not a financial instrument. The unpaid installments related to a future right will only be recorded as an asset when
payment is made, as they refer to a performance obligation, which amortization will occur in 9 years and 10 months until this asset will have been exhausted.
Company compliance program
With respect to Law 12,846/13, the Company and its subsidiary have a set of internal control mechanisms and procedures aimed at
detecting, avoiding and remedying irregularities against itself or against third parties, so the financial statements will be free from material misstatements. Specifically in relation to controls and mechanisms to ensure that the Company and
its subsidiarys property, plant and equipment is free from irregularities and that the amount stated in the financial statements reflects adequately the correct amount, the Company and its subsidiary have implemented: (i) a monthly
checking procedure including the issue of an engineering monitoring report, prepared by an external independent company contracted within the Subsidiarys financing agreements , which follow the enterprises physical and financial
schedule; (ii) inventory procedure, validation and unitization of property, plant and equipment components performed in accordance with the rules established by ANEEL based on the Electricity Sector Asset Control Manual (MCPSE) ; and
(iii) checking by financial agents based on the analysis of invoices and other documents, to confirm the use of funds in the Santo Antônio HEP construction project. Up to this date we had no knowledge or recording of any type of
complaints and/or accusations against the Company and/or its representatives.
Approval of the financial statements
These financial statements were approved by the Companys Board of Directors on March 22, 2016.
2
|
Summary of significant accounting policies
|
The main accounting policies applied in the preparation of the
financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
F-97
Accounting policies specific to items presented in the balance sheet, statement of operations,
statement of changes in equity and statement of cash flows are presented in their respective notes.
(a)
|
Consolidated financial statements
|
The consolidated financial statements have been
prepared and are being presented in accordance with accounting practices adopted in Brazil, including the pronouncements issued by the Brazilian Accounting Pronouncements Committee (CPC) as well as according to the International Financial Reporting
Standards (IFRS), issued by the International Accounting Standards Board (IASB). Additionally, aspects of the specific Brazilian legislation issued by the National Electric Energy Agency ANEEL, particularly regarding the structure of accounts
and the way of recording events were considered, aiming at standardizing the practices with other companies of the electric sector.
In
these financial statements, management is only providing the significant information used in the Companys management.
The
presentation of the parent company and consolidated statements of value added is required by the Brazilian corporate legislation and the accounting practices adopted in Brazil for listed companies, while it is not required by IFRS. Therefore, under
the IFRS, the presentation of such statement is considered as supplementary information, and not part of the set of financial statements.
(b)
|
Parent company financial statements
|
In the parent company financial statements, the
subsidiary is accounted for under the equity method. The same adjustments are made both to the parent company and to the consolidated financial statements to reach the same result and equity attributable to the stockholders of the parent company.
(c)
|
Changes in accounting policies and disclosures
|
The following new standards were issued
by IASB but are not effective for 2015. The early adoption of standards, even though encouraged by IASB, has not been implemented in Brazil by the Brazilian Accounting Pronouncements Committee (CPC).
|
|
|
IFRS 15 - Revenue from Contracts with Customers replaces IAS 11, Construction Contracts, IAS 18, Revenue and related interpretations and introduces the principles to be applied by an
entity to determine the measure and recognition of revenue. Effective date is January 1, 2018. Management is yet to assess IFRS 15s full impact.
|
F-98
|
|
|
IFRS 9 Financial instruments addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014 and is
effective as from January 1, 2018. It replaces the orientation included in IAS 39 related to the classification and measurement of financial instruments. IFRS 9 maintains but simplifies the combined measurement model and establishes three main
measurement categories for financial assets: amortized cost, fair value through other comprehensive income and fair value through profit or loss. It also establishes a new model for expected credit losses, replacing the current model of incurred
losses. IFRS 9 relaxes the requirements for hedge effectiveness, and demands an economic relationship between the hedged item and the hedge instrument, and that the hedge rate be the same as the one actually used by management for risk management
purposes. Management is yet to assess the full impact of its adoption.
|
There are no other IFRSs or IFRIC interpretations
that are not yet effective that would be expected to have a material impact on the Company and its subsidiary.
2.2
|
Financial assets Classification, recognition and measurement
|
The Company and its
Subsidiary classify their financial instruments in the loans and receivables category. The classification depends on the purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments
upon initial recognition. Loans and receivables are initially carried at fair value and subsequently at amortized cost using the effective interest rate method.
2.3
|
Impairment of non-financial assets
|
Assets that are subject to depreciation are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the assets carrying amount exceeds its recoverable amount, which represents the higher of an
assets fair value less costs to sell and its value in use. For purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (Cash-generating units (CGUs)). For the years
ended December 31, 2015 and 2014, management did not identify indications that could require the recording of impairment losses for non-financial assets.
2.4
|
Estimated impairment of financial assets
|
The Company and its subsidiary assess whether there
is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one
or more events occurred after the initial recognition of the assets (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably
estimated. For the year ended December 31, 2015, management did not identify objective evidence that could require the recognition of impairment losses on financial assets. However, for the year ended December 31, 2014, management
recognized impairment of Recoverable expenses (Note 8).
F-99
2.5
|
Critical accounting estimates and judgment
|
The preparation of financial statements requires
the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the accounting policies.
Accounting estimates and judgment are continuously assessed and are based on the historical experience and other factors, including expected
future events considered reasonable in the circumstances.
Based on assumptions, the Company and its subsidiary make estimates concerning
the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
The estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the current year are related to deferred income tax and social contribution asset (Note 9), useful economic life of property, plant
and equipment items (Note 11), Social and environmental provisions (Note 19) and Provisions for contingencies (Note 20).
2.6
|
Net working capital - negative
|
At December 31, 2015, the Company and its
subsidiary (Consolidated) posted excess current liabilities over current assets in the amount of R$ 543,238, arising mainly from the Trade payables (Note 13), Borrowings (Note 14.1) and Provision for contingencies (Note 20)
accounts. To equalize the status of negative working capital, the subsidiary counts on a pre-approved supplementary long-term credit facility in the amount of R$ 129,000, with operating generation of cash and, if necessary, the Company counts on
capital contribution to be made by its stockholders.
F-100
3
|
Financial instruments and risk management
|
The Company and its subsidiary operate with a number of financial instruments,
including cash and cash equivalents, trade payables and financing.
The purpose of the financial instruments operated by the Company and
its subsidiary is to manage the financial availability of its operations and to hedge against the effects of interest rate variations.
Risks involved in these operations are managed by financial market mechanisms aimed at minimizing the exposure of assets and liabilities,
protecting the profitability of agreements and equity of the Company and its subsidiary.
The Company and its subsidiary adopt operating and financial policies and
strategies approved by their Managements, which regulate the exposure to credit risk in financial instruments, so as to ensure the value, liquidity, safety and profitability of its assets, and to maintain the indebtedness level and debt profile as
established in the Companys business plan and in accordance with resolutions of the Board of Directors.
The most significant
financial risks to be managed by the Company and its subsidiary are:
(i)
|
Interest rate and inflation risk - Consolidated
|
The Subsidiary is exposed to risks of increase
in interest and inflation rates at December 31, 2015. The agreement for construction of the Santo Antônio HEP is pegged to the General Market Price Index (IGP-M). A variation in this index will cause an increase in the investment cash
flow.
The Subsidiary is also exposed to the variation in the interest rate of borrowings. At December 31, 2015, Santo Antônio
Energia S.A. had borrowings in the amount of R$ 10,868,080, of which R$ 10,259,951 (Note 14.1), related to borrowings from the National Economic and Development Bank (BNDES), pegged to the Long-Term Interest Rate (TJLP) and has R$ 3,643,937(Note
14.2) in debentures pegged to the Extended National Consumer Price Index (IPCA).
Additionally, the Subsidiary assumed, upon the execution
of Concession Agreement 001/2008 for Use of public property for generation of energy, the obligation to pay to the Federal Government the total amount of R$ 379,267, in monthly installments proportionate to the annual amount of R$ 11,852, annually
adjusted by the IPCA (Note 18).
F-101
At December 31, 2015, the Subsidiary does not have derivative financial instruments to hedge
these risks.
(ii)
|
Commodity price risk - Consolidated
|
Commodity price risk is that related to the variation in
the prices of raw materials (commodities). During the construction of the Santo Antônio HEP, the Subsidiary is exposed to the variation in the prices of the main raw materials used in its equipment items, such as Iron - Heavy Plate,
Electrolytic Copper, IPI-Metalúrgica (Col.32). The Subsidiary adopts the policy of monitoring monthly the commodity price risk.
(iii)
|
Credit risk Consolidated
|
Credit risk of the counterparty is the risk existing due to
the counterpartys inability to comply with its financial obligations to the Company or its Subsidiary due to insolvency.
Aiming at
managing this risk, the Companys and its subsidiarys relationships with financial institutions are only with prime institutions with ratings provided by international agencies such as Fitch Rating, Standard & Poors and
Moodys Investor and duly approved by the Companys Board of Directors through the Financial Risk Management Policy.
Part of the
Subsidiarys agreements for sale of energy is backed by rules of the commercialization of electric energy in regulated environment. Additionally, the Subsidiary seeks to minimize its credit risks through guarantee mechanisms involving
receivables from its customers and, as applicable, by means of bank guarantees.
(iv)
|
Liquidity risk Consolidated
|
The Company and its Subsidiary permanently monitor short-,
medium- and long-term, budgeted and actual cash flows, seeking to avoid possible mismatching and consequent financial losses, and to guarantee the liquidity requirements for operating needs. To equalize the negative working capital, the Subsidiary
counts on a pre-approved supplementary long-term credit facility in the amount of R$ 129,000 and operating generation of cash and, if necessary, the Company counts on capital contributions by its stockholders.
(v)
|
Hydrological risk - Consolidated
|
In view of hydrological seasonality, the energy produced by a
hydroelectric plant varies greatly over time, causing an impact on the production of energy. The cyclical conditions of the system in the last few years, with low rate of flow and low storage capacity of hydroelectric power plants, have caused
significant decrease of hydraulic energy generated by the Energy Reallocation Mechanism (ERM), consequently increasing the exposure of the generating agent when participating in apportionment based on the Settlement Price for Differences (PLD),
causing an expenditure with the Generation Scaling Factor (GSF) on the hydroelectric generators.
F-102
Accordingly, in order to reduce the exposure to this risk, the Subsidiary decided to renegotiate
the hydrological risk with ANEEL, pursuant to Law 13.203/2015, product class SP93, in accordance with Regulatory Resolution 684/2015, for its sale of electric energy agreements in the Regulated Contracting Environment (ACR). The renegotiated amount
is 1,498,478 average MW of the Santo Antônio HEP (Note 1).
(vi)
|
Sensitivity analysis - Consolidated
|
Regarding the most significant risk of increased
inflation, the Subsidiary estimates that, in a probable scenario, at December 31, 2016, the IPCA rate will be 7.02%. For the most significant interest rate risk, the Company and its Subsidiary estimate that, in a probable scenario, at
December 31, 2016, TJLP and CDI rates will be 7.87% and 13.89%, respectively.
The Company and its Subsidiary conducted a sensitivity
analysis of the effects on consolidated results arising from an increase in rates of 25% and 50% in relation to the probable scenario, considered as possible and remote, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016
|
|
|
|
Carrying amount at
December 31, 2015
|
|
|
Estimated
rates
|
|
|
Probable
scenario
|
|
|
Possible scenario
Risk increased by 25%
|
|
|
Remote scenario
Risk increased by 50%
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents- CDI - (Note 4)
|
|
|
299.963
|
|
|
|
13,89
|
%
|
|
|
341.623
|
|
|
|
352.038
|
|
|
|
362.453
|
|
Guarantee deposits (Note 7 )
|
|
|
545.175
|
|
|
|
13,89
|
%
|
|
|
620.891
|
|
|
|
639.820
|
|
|
|
658.749
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures - IPCA - (Note 14.2)
|
|
|
(3.643.937
|
)
|
|
|
7,02
|
%
|
|
|
(3.899.705
|
)
|
|
|
(3.643.937
|
)
|
|
|
(3.643.937
|
)
|
Borrowings (1) - TJLP - (Note 14.1)
|
|
|
(10.259.951
|
)
|
|
|
7,87
|
%
|
|
|
(11.067.900
|
)
|
|
|
(11.269.887
|
)
|
|
|
(11.471.874
|
)
|
Concessions payable - IPCA - (Note 18)
|
|
|
(246.197
|
)
|
|
|
7,02
|
%
|
|
|
(263.478
|
)
|
|
|
(267.798
|
)
|
|
|
(272.118
|
)
|
Social and environmenal provisions - IPCA (Note 19)
|
|
|
(330.492
|
)
|
|
|
7,02
|
%
|
|
|
(353.689
|
)
|
|
|
(359.489
|
)
|
|
|
(365.288
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liabilities exposed
|
|
|
(13.635.439
|
)
|
|
|
|
|
|
|
(14.622.259
|
)
|
|
|
(14.549.253
|
)
|
|
|
(14.732.015
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net effect of variations
|
|
|
|
|
|
|
|
|
|
|
(986.819
|
)
|
|
|
(913.813
|
)
|
|
|
(1.096.576
|
)
|
|
(1)
|
The analysis does not consider the borrowing from Banco da Amazônia S.A., which funds arise from the Constitutional Fund for the Financing of the North Region (FNO). This borrowing is not pegged to the TJLP (Note
14.1(b)), its interest rate is fixed.
|
(c)
|
Capital management - Consolidated
|
By managing its capital, the purpose of the Company and its
Subsidiary is to safeguard the capacity to continue as a going concern to offer return to the stockholders and benefits to the other stakeholders, in addition to pursuing the ideal capital structure to reduce this cost.
F-103
The financial leverage ratios were:
|
|
|
|
|
|
|
|
|
Description
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Borrowings (Note 14.1)
|
|
|
10.868.080
|
|
|
|
9.884.117
|
|
Debentures (Note 14.2)
|
|
|
3.643.937
|
|
|
|
3.165.277
|
|
Less: Cash and cash equivalents (Note 4)
|
|
|
(299.963
|
)
|
|
|
(241.129
|
)
|
|
|
|
|
|
|
|
|
|
Net debt (A)
|
|
|
14.212.054
|
|
|
|
12.808.265
|
|
Total equity
|
|
|
7.251.097
|
|
|
|
6.994.901
|
|
|
|
|
|
|
|
|
|
|
Total capital (B)
|
|
|
21.463.151
|
|
|
|
19.803.166
|
|
|
|
|
|
|
|
|
|
|
Financial leverage ratio (C = A/B x 100)
|
|
|
66,22
|
%
|
|
|
64,68
|
%
|
4
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Cash funds
|
|
|
24
|
|
|
|
20
|
|
Checking accounts
|
|
|
18
|
|
|
|
777
|
|
Financial investments
|
|
|
|
|
|
|
|
|
Bank deposit certificate (CDB)
|
|
|
75.725
|
|
|
|
2.382
|
|
Repurchase agreements
|
|
|
224.196
|
|
|
|
237.950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299.963
|
|
|
|
241.129
|
|
|
|
|
|
|
|
|
|
|
The average return rate of financial investments is 100.37% of the CDI variation. The financial investments
mature in up to 90 days, are readily convertible into cash and are subject to an insignificant risk of change in value.
F-104
Financial investments by financial institution:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial agent
|
|
Type of
investment
|
|
Indexing
unit
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Banco do Brasil
|
|
CDB
|
|
|
CDI
|
|
|
|
|
|
|
|
1.362
|
|
Banco do Brasil
|
|
Repurchase agreement
|
|
|
CDI
|
|
|
|
74.948
|
|
|
|
106.092
|
|
BASA
|
|
CDB
|
|
|
CDI
|
|
|
|
2.065
|
|
|
|
1.020
|
|
Bradesco
|
|
Repurchase agreement
|
|
|
CDI
|
|
|
|
657
|
|
|
|
2.631
|
|
BTG
|
|
Repurchase agreement
|
|
|
CDI
|
|
|
|
|
|
|
|
75.744
|
|
Caixa
|
|
CDB
|
|
|
CDI
|
|
|
|
73.660
|
|
|
|
|
|
Itaú
|
|
Repurchase agreement
|
|
|
CDI
|
|
|
|
7
|
|
|
|
1.104
|
|
SAFRA
|
|
Repurchase agreement
|
|
|
CDI
|
|
|
|
74.016
|
|
|
|
5.015
|
|
Votorantim
|
|
Repurchase agreement
|
|
|
CDI
|
|
|
|
74.568
|
|
|
|
47.364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299.921
|
|
|
|
240.332
|
|
5
|
Trade receivables Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Consumers - Industrial supply
|
|
|
109.078
|
|
|
|
69.340
|
|
Concessionaires - Conventional supply
|
|
|
191.853
|
|
|
|
211.594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300.931
|
|
|
|
280.934
|
|
|
|
|
|
|
|
|
|
|
Trade receivables Consumers supply to industries refers to receivables from energy consumers
and trade receivables Concessionaires conventional supply refers to receivables from energy dealers.
The
Subsidiarys billing term is usually 15 days, so the amounts of trade receivables correspond to fair value on the selling date.
The
Subsidiary did not identify any evidences that its Trade receivables will not be realized, therefore it did not set up a provision for impairment of trade receivables.
The Subsidiary has no overdue receivables at December 31, 2015.
F-105
6
|
Taxes for offset - Consolidated
|
The balance of the Taxes for offset account,
amounting to R$ 15,720 (2014 - R$ 65,367) recorded in current and non-current assets in 2015, refers substantially to withholding PIS and COFINS levied on sales and, in 2014, to PIS and COFINS credits determined mainly on purchases of electric
energy for resale.
F-106
7
|
Guarantee deposits - Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Currrent
|
|
|
|
|
|
|
|
|
Debenture service reserve - 3rd issue
|
|
|
11.935
|
|
|
|
9.913
|
|
Electric Energy Trading Chamber - CCEE
|
|
|
34.212
|
|
|
|
8.245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46.147
|
|
|
|
18.158
|
|
Non-current
|
|
|
|
|
|
|
|
|
Debt service reserve - BNDES
|
|
|
489.012
|
|
|
|
143.490
|
|
O&M reserve - BNDES
|
|
|
10.016
|
|
|
|
9.456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
499.028
|
|
|
|
152.946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
545.175
|
|
|
|
171.104
|
|
|
|
|
|
|
|
|
|
|
The balance of guarantee deposits in current assets comprises, respectively, the amount to cover the interest
on the Companys 3
rd
issue of debentures, paid semiannually, and the guarantee amount for settlement at the Electric Energy Trading Chamber (CCEE). The non-current asset for 2015 is comprised
by an amount corresponding to six times the amount of the last installment of borrowing (BNDES direct and indirect, and FNO Note 14.1) paid and, for 2014, to three times the amount of the last borrowing installment paid, in compliance with
the clauses of the borrowing agreement with BNDES, as well as to the amount of R$ 9,084 (basis Feb/2014), corresponding to R$ 10,016 in December 2015, which must be held in the O&M reserve account during the whole term of the Fiduciary
Assignment Agreement.
8
|
Recoverable expenses - Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
Current
|
|
|
|
|
|
|
|
|
Allianz Seguros
|
|
|
46
|
|
|
|
|
|
Consórcio Construtor Santo Antônio (i)
|
|
|
57.000
|
|
|
|
51.567
|
|
Consórcio Construtor Santo Antônio (ii)
|
|
|
1.452.441
|
|
|
|
1.383.211
|
|
(-) Provision for impairment (ii)
|
|
|
(678.551
|
)
|
|
|
(678.551
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
830.936
|
|
|
|
756.227
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
Energia Sustentável do Brasil S.A . (iii)
|
|
|
32.687
|
|
|
|
29.779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
863.623
|
|
|
|
786.006
|
|
|
|
|
|
|
|
|
|
|
Refers to disbursements that do not represent expenses for the Subsidiary and which will be reimbursed by its
beneficiary. Expenses made by the Subsidiary, for which reimbursement is set forth in an agreement, are initially recognized in the Subsidiarys profit or loss or property, plant and equipment, in accordance with their nature, and separately,
as a credit to reduce this expense, the Subsidiary allocates the reimbursable portion as a contra entry to Recoverable expenses. Refunds are recorded at the amount of the reimbursed cost incurred and restated as set forth in each
agreement. The amounts recorded in current assets, related to the Construction Consortium, must be realized in the course of 2016, concomitantly with the completion of the construction of the Santo Antônio HEP.
F-107
|
(i)
|
In accordance with the Santo AntônioHEP Implementation Agreement entered into between the Subsidiary and the Santo Antônio Construction Consortium (CCSA), the Subsidiary must pass on to CCSA the
cost for the purchase of the volume of energy at the energy tariff price resulting from the Santo Antônio HEP auction (R$ 78.87/MWh), to allow for delays in the start-up of the generating units in relation to the schedule of the 1
st
amendment to the Concession Agreement;
|
|
(ii)
|
CCSA submitted to the Subsidiary a start-up schedule advancing for the second time the start-up date of the generating units from May 1, 2012 to December 15, 2011, in accordance with the 2
nd
amendment to the Concession Agreement. However, the start-up schedule of the generating units was not fully met, and the result thereof generated for the Subsidiary a reimbursement from CCSA in the
amount of R$ 1,452,441. The management of the Subsidiary made, in 2014, additional analyses, including legal aspects, and changed its estimate of the assets realization value. Accordingly, an impairment of R$ 678,551 was recognized on the
total reimbursable expenditure of R$ 1,452,441, to reflect the expected amount receivable of R$ 773,890.
|
To settle any
doubts as to the use of the contractual limit considered in the calculation of a portion of the net result from the advance of the start-up date of the plant, established in the 2
nd
amendment to
the Concession Agreement entered into with the National Electric Energy Agency (ANEEL), which gave rise to the referred impairment, the Subsidiary filed with the International Chamber of Commerce (ICC) the request for
arbitration proceedings before the CCSA, which is confidential in accordance with ICCs Arbitration Regulation. At December 31, 2015, the lawsuit awaits the establishment of the arbitration court.
|
(iii)
|
Refers to the commitment signed between the Subsidiary and Energia Sustentável do Brasil S.A. (ESBR) whereby the latter with compensate financially the Subsidiary for the change in location of the Porto Velho
Collector Substation (SE Coletora), in order to satisfy the request of Porto Velho Transmissora de Energia S.A. This change has generated a cost decrease for ESBR as a result of the reduction, from what had been set forth in Public Auction Notice
006/08-ANEEL, of the extent of the transmission line which establishes the connection of the Jirau HEP with SE Coletora and an increase in the costs of the Subsidiary due to the need to increase, in relation to the provisions of Public Auction
Notice 005/07-ANEEL, the extent of the transmission line which establishes the connection of the Santo Antônio HEP with SE Coletora. The commitment provides for the restatement of the balance based on the IGP-M. The Subsidiary has requested
arbitration to receive its credit from ESBR.
|
F-108
9
|
Deferred income tax and social contribution Consolidated
|
Income tax and social contribution recorded in the year are determined on
current and deferred bases. These taxes are calculated based on the tax laws in effect on the balance sheet date and are recognized in the statement of operations. Deferred income tax and social contribution are calculated at the rates of 25% e de
9%, respectively.
Deferred income tax and social contribution are mainly recognized on: a) tax losses and social contribution tax loss
carryforward; and b) FID provision Availability Factor (Note 20) which corresponds to a temporary difference between the tax basis and the carrying amount recorded at December 31, 2015. This difference will be deductible in future years,
when the provision is settled.
The total deferred tax asset amount recognized in the financial statements at December 31, 2015 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Balance at the beginning of the year
|
|
|
12.340
|
|
|
|
8.956
|
|
Changes
|
|
|
|
|
|
|
|
|
Temporary provisions
|
|
|
|
|
|
|
|
|
Debenture issue transaction costs
|
|
|
(18.702
|
)
|
|
|
|
|
Borrowings transaction costs
|
|
|
(5.477
|
)
|
|
|
|
|
Provision for the availability factor - FID
|
|
|
355.973
|
|
|
|
|
|
Tax loss/ Tax loss carryforwards
|
|
|
1.457.095
|
|
|
|
|
|
Amortization of temporary difference
|
|
|
|
|
|
|
(9.120
|
)
|
Amortization- Issue of debentures transaction costs
|
|
|
3.561
|
|
|
|
1.084
|
|
Amortization - Borrowings transaction costs
|
|
|
1.209
|
|
|
|
1.123
|
|
Amortization of use of public property
|
|
|
(1.499
|
)
|
|
|
19.473
|
|
Amortization of land
|
|
|
(74
|
)
|
|
|
|
|
Amortization of easements
|
|
|
(2
|
)
|
|
|
|
|
Amortization of preoperating expenses - Carried out in accordance with the start-up of turbines.
1/44th per month/turbine is amortized
|
|
|
(3.140
|
)
|
|
|
(2.608
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
1.788.944
|
|
|
|
9.951
|
|
IRPJ - 15%
|
|
|
268.342
|
|
|
|
1.493
|
|
IRPJ surtax - 10%
|
|
|
178.894
|
|
|
|
995
|
|
IRPJ - 25%
|
|
|
447.236
|
|
|
|
2.488
|
|
CSLL - 9%
|
|
|
161.005
|
|
|
|
896
|
|
|
|
|
|
|
|
|
|
|
Tax charge
|
|
|
608.241
|
|
|
|
3.384
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of the year
|
|
|
620.581
|
|
|
|
12.340
|
|
|
|
|
|
|
|
|
|
|
Tax losses and social contribution tax loss carryforward do not expire in Brazil.
F-109
|
b)
|
Realization of corporate income tax and social contribution
|
The recognition and the
amount of deferred tax assets depend on the future generation of taxable income, which requires the use of estimates of the future performance of the Company and of its subsidiary. These estimates are included in the business plan that is sent
annually for approval of the Board of Directors. This plan is prepared by the Executive Board, which uses as main variables the energy sales agreement entered into with its customers, operating costs and expenses based on inputs defined by the
regulatory agencies, restatement of debts based on pre-established rates (especially the corporate income tax and the IPCA). These variables are obtained from specialized external consultants, from the Companys and its subsidiarys
historical performance and from their ability to create taxable income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realization
|
|
Assets
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
After 2020
|
|
Tax losses (inc.tax) and tax loss carryforward (soc. contr.)
|
|
|
495.413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
495.413
|
|
Temporary provisions - FID (ii)
|
|
|
121.031
|
|
|
|
121.031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of preoperating expenses (iii)
|
|
|
4.716
|
|
|
|
137
|
|
|
|
137
|
|
|
|
137
|
|
|
|
137
|
|
|
|
137
|
|
|
|
4.031
|
|
Amortization of land and easements (iii)
|
|
|
730
|
|
|
|
26
|
|
|
|
26
|
|
|
|
26
|
|
|
|
26
|
|
|
|
26
|
|
|
|
600
|
|
Right to allocation - UPP (iii)
|
|
|
14.272
|
|
|
|
510
|
|
|
|
510
|
|
|
|
510
|
|
|
|
510
|
|
|
|
510
|
|
|
|
11.722
|
|
Consideration of transaction costs - debt (iv)
|
|
|
(15.581
|
)
|
|
|
(1.300
|
)
|
|
|
(1.300
|
)
|
|
|
(1.300
|
)
|
|
|
(1.300
|
)
|
|
|
(1.300
|
)
|
|
|
(9.081
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
620.581
|
|
|
|
120.404
|
|
|
|
(627
|
)
|
|
|
(627
|
)
|
|
|
(627
|
)
|
|
|
(627
|
)
|
|
|
502.685
|
|
Deferred corporate income tax and social contribution assets are recognized on:
|
(i)
|
Tax losses and social contribution tax loss carry-forward the Subsidiary recognized in 2015 tax credit of R$ 495,413 arising from deferred income tax and social contribution, calculated on tax losses and tax loss
carryforward accumulated up to December 31, 2014;
|
|
(ii)
|
FID temporary difference The temporary difference is related to the provision for the Availability Factor (FID) (Note 20), corresponding to the difference between the asset tax basis and the carrying amount for
which this event was recorded in the financial statements at December 31, 2015. This will result in an amount deductible in future periods when the amount recorded as provision is settled;
|
|
(iii)
|
Temporarily non-taxable expenses;
|
|
(iv)
|
Tax expenses that will be reflected in the books in subsequent periods.
|
Considering the
limits for using tax losses and the known impacts on the position of deferred taxes, the Company and its subsidiary estimate that it will be necessary to generate taxable income at the Subsidiary of about R$ 4,856,987 in the next years in order to
realize the deferred tax assets presented at December 31, 2015.
F-110
The Company reviews annually the projection of taxable income using its business plan as basis.
If such projection indicates that the taxable income will not be sufficient to absorb the deferred tax, the asset portion that will not be recovered will be written off.
F-111
10
|
Investments Parent Company
|
The Company consolidates its wholly-owned subsidiary Santo
Antônio Energia S.A.
(i)
|
Information on the investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of subscribed shares
|
|
|
Direct interest (%)
|
|
|
Equity
|
|
|
Gain (loss)
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
|
December 31,
2015
|
|
|
31 de dezembro
December 31, 2014
|
|
|
December 31, 2015
|
|
|
31 de dezembro
December 31, 2014
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Santo Antônio Energia S.A.
|
|
|
9.137.870.456
|
|
|
|
9.117.870.456
|
|
|
|
100
|
|
|
|
100
|
|
|
|
6.730.643
|
|
|
|
6.443.915
|
|
|
|
33.558
|
|
|
|
(2.202.228
|
)
|
(ii)
|
Changes in the investment in the Subsidiary:
|
During the year ended December 31, 2015,
capital contributions were made in the Subsidiary totaling R$ 253.170. Following are the changes in this investment:
|
|
|
|
|
|
|
|
|
|
|
Santo Antônio Energia S.A.
|
|
|
|
2015
|
|
|
2014
|
|
Balance at the beginning of the year
|
|
|
7.251.457
|
|
|
|
6.685.664
|
|
Capital contribution
|
|
|
190.690
|
|
|
|
2.481.370
|
|
Advance for future capital increase
|
|
|
62.480
|
|
|
|
295.740
|
|
Amortization of capitalized charges (Parent Company)
|
|
|
(19.828
|
)
|
|
|
(9.088
|
)
|
Profit (loss) for the year
|
|
|
33.558
|
|
|
|
(2.202.229
|
)
|
|
|
|
|
|
|
|
|
|
Balance at the end of the year
|
|
|
7.518.357
|
|
|
|
7.251.457
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
In order for the financial statements to actually reflect the financial statements of a single economic entity, pursuant to CPC 36 Consolidated Financial Statements, the financial charges of the debentures issued
by the Parent Company in 2009 and settled in 2013, with the specific objective of financing the construction of the Santo Antônio HEP, are presented as capitalized, in the same manner as the financial charges of the project obtained in the
Subsidiary are treated. And, in order for the equity in MESAs consolidated and individual balance sheets to be equal, the consolidated balance sheet adjustments were transferred to MESAs parent company financial statements under the
investments account. The amortization of the capitalized financial charges follows all of the criteria for depreciation of the Subsidiarys property, plant and equipment. For this reason, there is a difference between the investees equity
and the investments balance recorded at the parent company.
|
F-112
11
|
Property, plant and equipment - Consolidated
|
Property, plant and equipment is recorded at
acquisition or construction cost. Includes the capitalization of charges on borrowings made specifically to finance projects, net of revenues earned with these funds. The measurement of capitalizable borrowing costs, in consolidated, considers all
borrowings of the Company and its subsidiary as if they were only one economic entity. Therefore, it includes charges on the debt raised by the Company and paid as capital in the Subsidiary. These charges are being appropriated on a monthly basis
proportionately to the number of generating units under construction.
It also includes: (a) advances to suppliers for acquisition of
goods that are part of property, plant and equipment; (b) inventory of goods for application in property, plant and equipment; (c) expenditures related to environmental actions for protection, monitoring, reforestation, recovery or
compensation for social and environmental impacts; and (d) expenditures incurred to the benefit of the works as a whole.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31,
2014
|
|
|
|
Average annual
depreciation
rates %
|
|
|
Historical
cost
|
|
|
Accumulated
depreciation
|
|
|
Net amount
|
|
|
Net
amount
|
|
Property, plant and equipment in use
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
3,20
|
%
|
|
|
67.171
|
|
|
|
(3.745
|
)
|
|
|
63.426
|
|
|
|
65.013
|
|
Reservoirs, dams and water mains
|
|
|
3,34
|
%
|
|
|
7.872.710
|
|
|
|
(415.328
|
)
|
|
|
7.457.382
|
|
|
|
6.872.907
|
|
Buildings, civil works and improvements
|
|
|
3,43
|
%
|
|
|
3.939.662
|
|
|
|
(204.775
|
)
|
|
|
3.734.887
|
|
|
|
2.365.049
|
|
Machinery and equipment
|
|
|
4,12
|
%
|
|
|
6.421.714
|
|
|
|
(476.877
|
)
|
|
|
5.944.837
|
|
|
|
5.283.340
|
|
Furniture and fittings
|
|
|
6,25
|
%
|
|
|
44
|
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment in use
|
|
|
|
|
|
|
18.301.301
|
|
|
|
(1.100.725
|
)
|
|
|
17.200.576
|
|
|
|
14.586.309
|
|
Property, plant and equipment in progress
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
|
|
|
483
|
|
|
|
|
|
|
|
483
|
|
|
|
483
|
|
Reservoirs, dams and water mains
|
|
|
|
|
|
|
412.368
|
|
|
|
|
|
|
|
412.368
|
|
|
|
2.018.200
|
|
Buildings, civil works and improvements
|
|
|
|
|
|
|
635.875
|
|
|
|
|
|
|
|
635.875
|
|
|
|
475.234
|
|
Machinery and equipment
|
|
|
|
|
|
|
1.479.301
|
|
|
|
|
|
|
|
1.479.301
|
|
|
|
976.118
|
|
Vehicles
|
|
|
|
|
|
|
3.844
|
|
|
|
|
|
|
|
3.844
|
|
|
|
2.893
|
|
Furniture and fittings
|
|
|
|
|
|
|
6.448
|
|
|
|
|
|
|
|
6.448
|
|
|
|
4.724
|
|
To be apportioned
|
|
|
|
|
|
|
1.443.975
|
|
|
|
|
|
|
|
1.443.975
|
|
|
|
1.578.291
|
|
Materials in storage
|
|
|
|
|
|
|
51.686
|
|
|
|
|
|
|
|
51.686
|
|
|
|
45.373
|
|
Advances to suppliers
|
|
|
|
|
|
|
726.869
|
|
|
|
|
|
|
|
726.869
|
|
|
|
1.100.364
|
|
Other
|
|
|
|
|
|
|
16.582
|
|
|
|
|
|
|
|
16.582
|
|
|
|
13.660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment in progress
|
|
|
|
4.777.431
|
|
|
|
|
|
|
|
4.777.431
|
|
|
|
6.215.340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment
|
|
|
|
|
|
|
23.078.732
|
|
|
|
(1.100.725
|
)
|
|
|
21.978.007
|
|
|
|
20.801.649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances to suppliers refer mainly to 5% of the total amount of the Santo Antônio HEP Implementation
Agreement, discounted from 5% of total services provided and equipment delivered, plus amounts estimated in the Santo Antônio HEP agreements signed for purchase of machinery and equipment. All of the advances made are for acquisition of
property, plant and equipment items.
F-113
In 2015, the Subsidiary capitalized to property, plant and equipment the amount of R$ 579,558
(2014R$ 498,543) corresponding to charges on borrowings obtained with the specific purpose of financing the construction of the Santo Antônio HEP.
The Company capitalized to property, plant and equipment, up to December 31, 2013, the financial charges of debentures totaling R$
827,572, using the same criteria as the Subsidiary. Accordingly, the Company has R$ 702,152 recorded in property, plant and equipment in use and keeps R$ 125,415 in property, plant and equipment in progress, which will be transferred to property,
plant and equipment in use as the new generating units go into commercial operation.
At December 31, 2015, the Subsidiary has
commitments amounting to R$ 173,102 related to the Engineering, Procurement and Construction (EPC) contract for the construction of the hydroelectric enterprise.
Changes in property, plant and equipment for the years ended December 31 were as follows:
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
December 31, 2015
|
|
|
|
Net
amount
|
|
|
Additions
|
|
|
Reclassification
|
|
|
Transfer to property,
plant and equipment
in use
|
|
|
Depreciation
|
|
|
Net
amount
|
|
Property, plant and equipment in use
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
65.013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.587
|
)
|
|
|
63.426
|
|
Reservoirs, dams and water mains
|
|
|
6.872.907
|
|
|
|
|
|
|
|
|
|
|
|
761.959
|
|
|
|
(177.484
|
)
|
|
|
7.457.382
|
|
Buildings, civil works and improvements
|
|
|
2.365.049
|
|
|
|
|
|
|
|
|
|
|
|
1.463.184
|
|
|
|
(93.346
|
)
|
|
|
3.734.887
|
|
Machinery and equipment
|
|
|
5.283.340
|
|
|
|
|
|
|
|
|
|
|
|
861.687
|
|
|
|
(200.190
|
)
|
|
|
5.944.837
|
|
Furniture and fittings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total PPE in use
|
|
|
14.586.309
|
|
|
|
|
|
|
|
|
|
|
|
3.086.874
|
|
|
|
(472.607
|
)
|
|
|
17.200.576
|
|
Property, plant and equipment in progress
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
483
|
|
Reservoirs, dams and water mains
|
|
|
2.018.200
|
|
|
|
440.896
|
|
|
|
(1.435.817
|
)
|
|
|
(610.911
|
)
|
|
|
|
|
|
|
412.368
|
|
Buildings, civil works and improvements
|
|
|
475.234
|
|
|
|
256.967
|
|
|
|
1.254.479
|
|
|
|
(1.350.805
|
)
|
|
|
|
|
|
|
635.875
|
|
Machinery and equipment
|
|
|
976.118
|
|
|
|
1.014.470
|
|
|
|
181.338
|
|
|
|
(692.625
|
)
|
|
|
|
|
|
|
1.479.301
|
|
Vehicles
|
|
|
2.893
|
|
|
|
951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.844
|
|
Furniture and fittings
|
|
|
4.724
|
|
|
|
1.768
|
|
|
|
|
|
|
|
(44
|
)
|
|
|
|
|
|
|
6.448
|
|
To be apportioned
|
|
|
1.578.291
|
|
|
|
298.173
|
|
|
|
|
|
|
|
(432.489
|
)
|
|
|
|
|
|
|
1.443.975
|
|
Materials in storage
|
|
|
45.373
|
|
|
|
6.313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51.686
|
|
Advances to suppliers
|
|
|
1.100.364
|
|
|
|
(373.495
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 26.869
|
|
Other
|
|
|
13.660
|
|
|
|
2.922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total PPE in progress
|
|
|
6.215.340
|
|
|
|
1.648.965
|
|
|
|
|
|
|
|
(3.086.874
|
)
|
|
|
|
|
|
|
4.777.431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment
|
|
|
20.801.649
|
|
|
|
1.648.965
|
|
|
|
|
|
|
|
|
|
|
|
(472.607
|
)
|
|
|
21.978.007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-114
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2013
|
|
|
December 31, 2014
|
|
|
|
Net amount
|
|
|
Additions
|
|
|
Transfer to property
plant and equipment
in use
|
|
|
Depreciation
|
|
|
Net
amount
|
|
Property, plant and equipment in use
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
52.341
|
|
|
|
|
|
|
|
14.226
|
|
|
|
(1.554
|
)
|
|
|
65.013
|
|
Reservoirs, dams and water mains
|
|
|
6.727.762
|
|
|
|
|
|
|
|
292.152
|
|
|
|
(147.007
|
)
|
|
|
6.872.907
|
|
Buildings, civil works and improvements
|
|
|
1.484.406
|
|
|
|
|
|
|
|
930.784
|
|
|
|
(50.141
|
)
|
|
|
2.365.049
|
|
Machinery and equipment
|
|
|
2.840.944
|
|
|
|
|
|
|
|
2.612.825
|
|
|
|
(170.429
|
)
|
|
|
5.283.340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total PPE in use
|
|
|
11.105.453
|
|
|
|
|
|
|
|
3.849.987
|
|
|
|
(369.131
|
)
|
|
|
14.586.309
|
|
Property, plant and equipment in progress
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
|
|
|
483
|
|
|
|
|
|
|
|
|
|
|
|
483
|
|
Reservoirs, dams and water mains
|
|
|
1.751.425
|
|
|
|
1.029.183
|
|
|
|
(762.408
|
)
|
|
|
|
|
|
|
2.018.200
|
|
Buildings, civil works and improvements
|
|
|
434.967
|
|
|
|
52.357
|
|
|
|
(12.090
|
)
|
|
|
|
|
|
|
475.234
|
|
Machinery and equipment
|
|
|
1.841.204
|
|
|
|
909.776
|
|
|
|
(1.774.862
|
)
|
|
|
|
|
|
|
976.118
|
|
Vehicles
|
|
|
2.078
|
|
|
|
5.324
|
|
|
|
(4.509
|
)
|
|
|
|
|
|
|
2.893
|
|
Furniture and fittings
|
|
|
2.748
|
|
|
|
1.976
|
|
|
|
|
|
|
|
|
|
|
|
4.724
|
|
To be apportioned
|
|
|
2.067.677
|
|
|
|
806.732
|
|
|
|
(1.296.118
|
)
|
|
|
|
|
|
|
1.578.291
|
|
Materials in storage
|
|
|
40.267
|
|
|
|
5.106
|
|
|
|
|
|
|
|
|
|
|
|
45.373
|
|
Advances to suppliers
|
|
|
1.368.484
|
|
|
|
(268.120
|
)
|
|
|
|
|
|
|
|
|
|
|
1.100.364
|
|
Outros
|
|
|
10.679
|
|
|
|
2.981
|
|
|
|
|
|
|
|
|
|
|
|
13.660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total PPE in progress
|
|
|
7.519.529
|
|
|
|
2.545.798
|
|
|
|
(3.849.987
|
)
|
|
|
|
|
|
|
6.215.340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment
|
|
|
18.624.982
|
|
|
|
2.545.798
|
|
|
|
|
|
|
|
(369.131
|
)
|
|
|
20.801.649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Subsidiary adopts depreciation under the straight-line method. Depreciation is based on the amount of the
asset proportionately to the number of generating units in operation that it serves in relation to the number of generating units that the asset will serve when the construction phase of the Santo Antônio HEP is concluded.
ANEEL is responsible for establishing the economic useful life of property, plant and equipment items of the Brazilian electric sector, with
periodic reviews of estimates. The rates established by the agency are used to calculate indemnity at the end of the concession period and they are recognized as a reasonable estimate of the useful life of concession assets. Additionally, the
depreciation of assets which are part of the Santo Antônio HEP original project is limited to the concession period, since there is no forecast of indemnity of a residual amount of these assets at the end of the concession. Accordingly, the
useful lives established by ANEEL or the concession period was used as the basis to depreciate the property, plant and equipment items, whichever is the shortest period, since the Company and its subsidiary understand that the useful lives
established by ANEEL represent the useful lives of assets for accounting purposes.
Based on the analysis mentioned in Note 2.5, the
Company and the subsidiary managements will operate at their optimal capacity in the estimated period, and the assets are recoverable in full.
F-115
12
|
Intangible assets - Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
|
Average annual
amortization
rate %
|
|
|
Historical
cost
|
|
|
Accumulated
amortization
|
|
|
Net
amount
|
|
|
Net
amount
|
|
Intangible asset in use
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permanent easement
|
|
|
3,20
|
%
|
|
|
737
|
|
|
|
(88
|
)
|
|
|
649
|
|
|
|
672
|
|
Software
|
|
|
20,00
|
%
|
|
|
8.795
|
|
|
|
(4.805
|
)
|
|
|
3.990
|
|
|
|
5.677
|
|
Right of concession - Use of public property (UPP)
|
|
|
3,20
|
%
|
|
|
199.339
|
|
|
|
(23.921
|
)
|
|
|
175.418
|
|
|
|
181.797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets in use
|
|
|
|
|
|
|
208.871
|
|
|
|
(28.814
|
)
|
|
|
180.057
|
|
|
|
188.146
|
|
Intangible assets in progress
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
|
|
|
|
|
|
|
17.222
|
|
|
|
|
|
|
|
17.222
|
|
|
|
8.227
|
|
Permanent easement
|
|
|
|
|
|
|
5.100
|
|
|
|
|
|
|
|
5.100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets in progress
|
|
|
|
|
|
|
22.322
|
|
|
|
|
|
|
|
22.322
|
|
|
|
8.227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
|
|
|
|
|
231.193
|
|
|
|
(28.814
|
)
|
|
|
202.379
|
|
|
|
196.373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Current
|
|
|
|
|
|
|
|
|
Supply of electric energy
|
|
|
13.717
|
|
|
|
40.579
|
|
CCEE (purchase of short-term energy)(i)
|
|
|
504.755
|
|
|
|
266.242
|
|
Charges for the use of electric network (ii)
|
|
|
73.351
|
|
|
|
60.788
|
|
Materials and services
|
|
|
85.969
|
|
|
|
354.444
|
|
Santo Antônio Construction Consortium (iii)
|
|
|
298.425
|
|
|
|
464.260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
976.217
|
|
|
|
1.186.313
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
The balance of the Electric Energy Trading Chamber (CCEE) account represents a debt position of SAE in energy purchase and sale operations carried out under that chamber. In addition to energy balance, CCEE is
responsible for the collection of charges such as the Availability Factor (FID) and Generation Scaling Factor (GSF). At December 31, 2015, the recorded amount includes R$ 193,208 related to the GSF renegotiation (Note 1).
|
|
(ii)
|
Charges for the use of the electric network is an obligation arising from agreement signed with the Electric System National Operator (ONS) and transmission concessionaires for energy transmission services. The
amounts are determined based on the tariff for the use of basic network transmission and the amount of use of the transmission system contracted by Santo Antônio HEP.
|
F-116
|
(iii)
|
Expenses incurred with strikes and stoppages occurred between 2009 and 2013, which resulted in the increase of the costs of the EPC contract due to productivity losses and the granting of salary increases and other
benefits to consortium workers, are recorded under the Santo Antônio Construction Consortium caption. In 2015, the Subsidiary settled the amount of R$ 207,968 thousand related to expenses incurred with strikes and stoppages
between 2009 and 2012, which are guaranteed by CCSA through enforceable guarantee upon the determination of the debts (strike effects) and credits (reimbursable expenditures). When calculating reimbursable expenditures, the impacts arising from the
Subsidiarys claims before ANEEL should be considered.
|
14
|
Borrowings and debentures Consolidated
|
Borrowings and debentures are recognized
initially at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in the statement of operations over
the period the borrowings are outstanding using the effective interest rate method.
Financial instruments which redemption is mandatory
on a specific date are classified as liabilities.
Borrowings and debentures are classified as current liabilities unless the Company and
its subsidiary have an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
Borrowing costs directly related to the acquisition, construction or production of a qualifying asset that requires a substantial period of
time to get ready for its intended use or sale are capitalized as part of the cost of that asset when it is probable that future economic benefits associated with the item will flow to the entity and costs can be measured reliably (Note 11). The
other borrowing costs are recognized as finance costs in the period in which they are incurred.
F-117
14.1
|
Borrowings Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
|
|
|
Financial charges
|
|
December 31, 2015
|
|
|
December 31,
2014
|
|
BNDES - Indirect (a)
|
|
R$
|
|
|
|
TJLP
|
|
|
222.985
|
|
|
|
194.652
|
|
BNDES - Direct(a)
|
|
R$
|
|
|
|
TJLP
|
|
|
210.427
|
|
|
|
184.841
|
|
Transaction costs to be amortized (CPC 08) - BNDES (a)
|
|
|
|
|
|
|
|
|
(14.134
|
)
|
|
|
|
|
Banco da Amazônia S.A. - FNO (b)
|
|
R$
|
|
|
|
Interest of 10% p.a.
|
|
|
21.637
|
|
|
|
12.953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
440.915
|
|
|
|
392.446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
|
|
|
Financial charges
|
|
December 31, 2015
|
|
|
December 31,
2014
|
|
BNDES - Indirect (a)
|
|
R$
|
|
|
|
TJLP
|
|
|
4.990.005
|
|
|
|
4.522.461
|
|
BNDES - Direct (a)
|
|
R$
|
|
|
|
TJLP
|
|
|
4.836.534
|
|
|
|
4.371.549
|
|
Transaction costs to be amortized (CPC 08) - BNDES (a)
|
|
R$
|
|
|
|
|
|
|
(11.331
|
)
|
|
|
(21.285
|
)
|
Banco da Amazônia S.A. - FNO (b)
|
|
R$
|
|
|
|
Interest of 10% p.a.
|
|
|
611.957
|
|
|
|
618.946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
10.427.165
|
|
|
|
9.491.671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.868.080
|
|
|
|
9.884.117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Banco Nacional de Desenvolvimento Econômico e Social - BNDES
|
The installments released
arise from the financing agreement with the National Bank for Economic and Social Development (BNDES), the Direct Financing Agreement 08.2.1120.1 in the amount of R$ 3,092,586 and the Repass Agreement 01/2009 in the amount of R$ 3,042,586 through
financial agents. A portion of the supplementary financing funds has also been released and both the Supplementary Direct Financing Agreement 12.2.1307.1 and the Supplementary Repass Agreement 01/2013 have the same amount of R$ 995,000 each.
The referred financing agreements are intended for the implementation of the Santo Antônio HEP (Note 1). The main conditions are:
|
(i)
|
Maturity of the installments non-current (principal and charges)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
After 2021
|
|
|
Total
|
|
Principal and charges
|
|
|
488.352
|
|
|
|
575.982
|
|
|
|
582.963
|
|
|
|
582.963
|
|
|
|
582.963
|
|
|
|
7.013.316
|
|
|
|
9.826.539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
488.352
|
|
|
|
575.982
|
|
|
|
582.963
|
|
|
|
582.963
|
|
|
|
582.963
|
|
|
|
7.013.316
|
|
|
|
9.826.539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Pledge of the total number of the Subsidiarys shares owned by the Company, which are delivered to BNDES by means of a pledge of shares and other covenants agreement;
|
F-118
|
(b)
|
Fiduciary assignment between the Subsidiary and BNDES involving its ownership rights in view of the Concession Agreement for the Use of Public Property for the generation of electric energy, including the credit rights
of its ownership related to Electric Energy Purchase and Sale Agreements (CCVEs) and the Energy Sales in Regulated Environment Agreements (CCEARs), Purchase of Carbon Emission Reduction Agreements (CCRECs), should they be signed, and conditional
assignment of the agreement for the Santo Antônio Hydroelectric Plant execution project;
|
|
(c)
|
Stockholders support and other covenants to ensure payment of any obligations of the financing agreement;
|
|
(d)
|
Stockholders support to cover shortages that may occur during the execution of the project, in addition to frustration of the sources of funds established to be used in the projects investments;
|
|
(e)
|
Eletrobrás and Cemig guarantees to ensure payment of any obligations of the financing agreements and shortages that may occur during execution or frustration of the sources of funds established for the project;
|
|
(f)
|
Supplementary stockholders support and other covenants to ensure payment of any obligations of the supplementary financing agreement.
|
|
(iii)
|
Restrictive covenants
|
The financing contracted by the Subsidiary from BNDES, previously
mentioned, contains covenants, among other restrictive clauses, on the relation between total assets and equity, which are being duly complied with by the Subsidiary, except for the debt service coverage ratio (ICSD) established by BNDES, minimum of
1.2, calculated in the period from January through December 2014 and 2015, for which the Subsidiary obtained a waiver from all financial agents and debenture holders in December 2014 and December 2015, respectively.
(b)
|
Banco da Amazônia S.A.
|
The installments released arise from a financing agreement
entered into by the Subsidiary and Banco da Amazônia S.A. on March 11, 2009, and approved based on Executive Board Decision 1.120/2008, of December 16, 2008, with the Company and its stockholders as intervening parties, in the total
amount of R$ 503,420, which funds arise from the Constitutional Fund for the Financing of the North Region (FNO). The objective of the referred financing agreement is the implementation of the Santo Antônio Hydroelectric Plant (Note 1). The
main conditions of the financing are:
F-119
|
(i)
|
Maturity of the installments - non-current (principal and charges)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
After 2021
|
|
|
Total
|
|
Principal and charges
|
|
|
44.472
|
|
|
|
44.472
|
|
|
|
44.472
|
|
|
|
44.472
|
|
|
|
44.472
|
|
|
|
389.597
|
|
|
|
611.957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44.472
|
|
|
|
44.472
|
|
|
|
44.472
|
|
|
|
44.472
|
|
|
|
44.472
|
|
|
|
389.597
|
|
|
|
611.957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii)
|
Guarantees and restrictive covenants
|
Banco da Amazônia shares the same
guarantees and restrictive covenants presented in Note 14.1 (a) (ii) and (iii).
(c)
|
Changes in borrowings
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Non-current
|
|
Balance at December 31, 2014
|
|
|
392.446
|
|
|
|
9.491.671
|
|
Financial charges accrued
|
|
|
585.071
|
|
|
|
342.903
|
|
Financial charges paid
|
|
|
(622.487
|
)
|
|
|
|
|
Amortization of principal
|
|
|
(377.916
|
)
|
|
|
|
|
Borrowings
|
|
|
|
|
|
|
1.060.573
|
|
Transaction costs
|
|
|
(1.226
|
)
|
|
|
(2.955
|
)
|
Transfers
|
|
|
465.027
|
|
|
|
(465.027
|
)
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
|
|
440.915
|
|
|
|
10.427.165
|
|
|
|
|
|
|
|
|
|
|
14.2
|
Debentures Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
|
Series
|
|
Unit value (in reais)
|
|
|
Remuneration
|
|
Principal
|
|
|
Charges
|
|
|
Transaction costs
|
|
|
Total
|
|
|
Total
|
|
1st issue (a)
|
|
1st and 2nd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(50
|
)
|
|
|
(50
|
)
|
|
|
|
|
2nd issue (b)
|
|
Single
|
|
R$
|
100.000,00
|
|
|
IPCA + interest of 6.2% p.a.
|
|
|
|
|
|
|
375
|
|
|
|
(560
|
)
|
|
|
(185
|
)
|
|
|
226
|
|
|
|
1st
|
|
|
|
|
|
IPCA + interest of 7.05% p.a.
|
|
|
|
|
|
|
3.314
|
|
|
|
(549
|
)
|
|
|
2.765
|
|
|
|
3.047
|
|
3rd issue (c)
|
|
|
|
R$
|
10.000,00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2nd
|
|
|
|
|
|
IPCA + interest of 7.49% p.a.
|
|
|
|
|
|
|
8.789
|
|
|
|
(1.455
|
)
|
|
|
7.334
|
|
|
|
8.096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.478
|
|
|
|
(2.614
|
)
|
|
|
9.864
|
|
|
|
11.369
|
|
|
|
1st
|
|
|
|
|
|
|
|
|
971.587
|
|
|
|
215.017
|
|
|
|
(532
|
)
|
|
|
1.186.072
|
|
|
|
1.008.674
|
|
1st issue (a)
|
|
|
|
R$
|
1.000,00
|
|
|
IPCA + interest of 6.5% p.a.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2nd
|
|
|
|
|
|
|
|
|
971.587
|
|
|
|
166.515
|
|
|
|
(532
|
)
|
|
|
1.137.570
|
|
|
|
967.433
|
|
2nd issue (b)
|
|
Single
|
|
R$
|
100.000,00
|
|
|
IPCA + interest of 6.2% p.a.
|
|
|
523.723
|
|
|
|
|
|
|
|
(3.407
|
)
|
|
|
520.316
|
|
|
|
469.220
|
|
|
|
1st
|
|
|
|
|
|
IPCA + interest of 7.05% p.a.
|
|
|
229.540
|
|
|
|
|
|
|
|
(3.793
|
)
|
|
|
225.747
|
|
|
|
202.119
|
|
3rd issue (c)
|
|
|
|
R$
|
10.000,00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2nd
|
|
|
|
|
|
IPCA + interest of 7.49% p.a.
|
|
|
573.850
|
|
|
|
|
|
|
|
(9.482
|
)
|
|
|
564.368
|
|
|
|
506.462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
3.270.287
|
|
|
|
381.532
|
|
|
|
(17.746
|
)
|
|
|
3.634.073
|
|
|
|
3.153.908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.270.287
|
|
|
|
394.010
|
|
|
|
(20.360
|
)
|
|
|
3.643.937
|
|
|
|
3.165.277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-120
(a)
|
Subsidiary 1
st
issue
|
In
September 2012, the Subsidiary entered into an agreement for the issue of 1,520,120 debentures non-convertible into shares, with real guarantee and additional guarantees, divided into two series, the first one received on October 25, 2012, in
the amount of R$ 760,060 (R$ 770,448, restated up to the date of receipt) and the second series received on June 28, 2013, in the amount of R$ 760,060 (R$ 809,346, restated up to the date of receipt), with the Government Severance Indemnity
Fund for Employees Investment Fund (FI-FGTS) as debenture holder, Pentágono S.A. Distribuidora de Títulos e ValoresMobiliários as fiduciary agent and representative of the debenture holder, and the Company as intervening
consenting party.
The objective of this issue was to raise funds for the development, implementation and construction of the Santo
Antônio HEP original project and its associated transmission system for exploitation of the concession (Note 1).
FI-FGTS, as
debenture holder, shares the same guarantees presented in Note 14.1 (a) (ii). The restrictive covenants of this agreement are being adequately complied with by the Subsidiary.
The 1
st
series of this issue matures in 15 annual installments starting 2023 and the 2
nd
matures in 15 annual installments starting 2024. The annual amounts of the debenture installments are stated in item (d) of this Note.
(b)
|
Subsidiary 2
nd
issue
|
In
December 2012, the Subsidiary issued 4,200 nonconvertible into shares unsecured debentures, with additional real and fidejussory guarantee, in a single series, received on January 24, 2013, in the restated amount of R$ 424,924. The unitary nominal
value of the debentures is R$ 100, totaling R$ 420,000, with Pentágono S.A. Distribuidora de Títulos e ValoresMobiliários as fiduciary agent representing the communion of debenture holders and the Company as intervening
consenting party.
The objective of this issue was to raise funds for the development, implementation and construction of the Santo
Antônio HEP original project and its associated transmission system for exploitation of the concession (Note 1).
The debenture
holders share the same guarantees presented in Note 14.1 (a) (ii). The restrictive covenants of this agreement are being adequately complied with by the Subsidiary.
Interest is paid on a semiannually basis, while the principal matures as follows: 5.5% on 12.27.2017; 17.5% on 12.27.2019, 25% on 12.27.2020;
24% on 12.27.2021; and the balance on 12.27.2022. The annual amounts of the debenture installments are stated in item (d) of this Note.
F-121
(c)
|
Subsidiary 3
rd
issue
|
On
April 15, 2014, the Subsidiary issued 70,000 nonconvertible into shares unsecured debentures, with additional real and fidejussory guarantee, divided into two series, totaling R$ 700 million, for public distribution, pursuant to
Instruction 400 of December 29, 2003 of the Brazilian Securities Commission (CVM), with Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários as fiduciary agent and representative of the debenture holders and the
Company as intervening consenting party. The two series were received between May 2 and 5, 2014, the 1
st
series totaling R$ 200 million (R$ 201 million restated up to the date of
receipt) and the 2
nd
series totaling R$ 500 million (R$ 504 million, restated up to the date of receipt).
The objective of this issue was to raise funds for making viable and implementing the 50 generating units of Santo Antônio HEP.
The debenture holders of this 3
rd
issue share the same guarantees and restrictions
presented in Note 14.1 (a) (ii) and (iii).
Interest is paid on a semiannually basis, while the principal matures as follows: 1
st
series 16.4% on 4.15.2020 49.3% on 4.15.2021 and the balance on 4.15.2022; 2
nd
series 25.1% on 4.15.2022 55.6% on
4.15.2023 and the balance on 4.15.2024. The annual amounts of the debenture installments are stated in item (d) of this Note.
(d)
|
Maturity of debenture installments non-current (principal and charges)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
After 2021
|
|
|
Total
|
|
Principal and charges
|
|
|
28.805
|
|
|
|
|
|
|
|
91.651
|
|
|
|
168.575
|
|
|
|
238.857
|
|
|
|
3.123.931
|
|
|
|
3.651.819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28.805
|
|
|
|
|
|
|
|
91.651
|
|
|
|
168.575
|
|
|
|
238.857
|
|
|
|
3.123.931
|
|
|
|
3.651.819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-122
(e)
|
Changes in debentures
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Non-current
|
|
Balance at December 31, 2014
|
|
|
11.369
|
|
|
|
3.153.908
|
|
Financial charges accrued
|
|
|
87.615
|
|
|
|
474.935
|
|
Financial charges paid
|
|
|
(86.506
|
)
|
|
|
|
|
Amortization of transaction costs
|
|
|
2.616
|
|
|
|
|
|
Transfer of transaction costs
|
|
|
(5.230
|
)
|
|
|
5.230
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
|
|
9.864
|
|
|
|
3.634.073
|
|
|
|
|
|
|
|
|
|
|
15
|
Taxes and contributions
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Current
|
|
|
|
|
|
|
|
|
ICMS
|
|
|
12.055
|
|
|
|
8.736
|
|
ICMS - difference of tax rates (i)
|
|
|
15.700
|
|
|
|
14.073
|
|
INSS
|
|
|
890
|
|
|
|
790
|
|
ISS
|
|
|
1.145
|
|
|
|
5.975
|
|
Other
|
|
|
1.963
|
|
|
|
1.184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.753
|
|
|
|
30.758
|
|
Non-current
|
|
|
|
|
|
|
|
|
ICMS - difference of tax rates (i)
|
|
|
38.377
|
|
|
|
41.941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70.130
|
|
|
|
72.699
|
|
|
|
|
|
|
|
|
|
|
(i)
|
The Subsidiary opted for the tax benefit established in State Decree/RO 18.496, of January 8, 2014, which reduced to 2% the ICMS DA (Rate Differential), arising from the receipt of goods or assets intended for the
installation, construction, operation and maintenance of the hydroelectric plant in interstate transactions. The balance of the tax payable of R$ 54,077, recorded in current and non-current liabilities, corresponds to receipts recorded in the period
from 2009 to June 2014 and is being paid in 60 monthly installments since July 2014. The balance of the installment payment is restated annually based on the standard fiscal unit (UPF) of the State of Rondônia subject to interest of
1% per month.
|
F-123
Estimated installments of ICMS rate differential in non-current liabilities:
|
|
|
|
|
2017
|
|
|
13.641
|
|
2018
|
|
|
15.741
|
|
2019
|
|
|
8.995
|
|
|
|
|
|
|
|
|
|
38.377
|
|
|
|
|
|
|
16
|
Advances from customers Consolidated
|
In 2011, the Subsidiary signed electric energy
sale agreement 211/2011 with BTG Pactual with a term of supply from January 1, 2012 to December 31, 2014. The Subsidiary received on July 11, 2012 an advance of R$ 261,531.
On December 17, 2014, the Subsidiary signed with BTG Pactual two new agreements for the Sale of Conventional Electric Energy to supply
energy during the months of December 2014 and January 2015. On December 18, 2014, BTG Pactual advanced R$ 154,789 as payment for these sales.
On February 6, 2015, the Subsidiary received R$ 292,395 net of taxes, as advance from customers related to energy sale agreements signed
with Furnas Centrais Elétricas S.A., Cemig Geração e Transmissão S.A. and Odebrecht Comercializadora de Energia S.A..
The amounts advanced are amortized monthly in accordance with the supply of energy contracted, as shown below:
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Non-current
|
|
Balance at January 1, 2014
|
|
|
117.914
|
|
|
|
|
|
Advances
|
|
|
154.789
|
|
|
|
|
|
Monetary restatement - IPCA
|
|
|
13.526
|
|
|
|
|
|
Recognition of revenue
|
|
|
(239.545
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2014
|
|
|
46.684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances
|
|
|
74.667
|
|
|
|
225.333
|
|
Monetary restatement - IPCA
|
|
|
|
|
|
|
35.608
|
|
Monetary restatement - CDI
|
|
|
12.030
|
|
|
|
|
|
Recognition of revenue
|
|
|
(46.684
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
|
|
86.697
|
|
|
|
260.941
|
|
|
|
|
|
|
|
|
|
|
F-124
17
|
Performance bond Consolidated
|
Refers to the withholding of 5% of the amount advanced on
the agreements signed for the purchase of machinery and equipment for the Santo AntônioHEP, especially for the construction, transportation and assembly of the 50 energy generating turbines and control panels. The amount withheld is the
guarantee of delivery of the products within the period of time established. At December 31, 2015, the amount of R$ 333,759 (2014 - R$ 279,837) is recorded in liabilities, of which R$ 114,169 (2014 R$ 95,188) in current liabilities and
R$ 219,590 (2014 R$ 184,649) in non-current liabilities.
18
|
Concessions payable Consolidated
|
This refers to an obligation assumed by the Subsidiary
in Concession Agreement 001/2008 for Use of Public Property for the generation of energy, to pay to the Federal Government the total of R$ 379,267, in equal monthly installments, as from the date the first generating unit went into commercial
operation, on March 30, 2012, up to the 35
th
year of concession. The payment amount is restated annually based on the IPCA. The total amount of the obligation is recorded at the total present
value of the UPP until the end of the concession agreement discounted at the rate of 6.94% p.a.
Aiming at adequately reflecting the
pecuniary consideration and the respective obligation to the Federal Government, the amounts of the concession were recorded in intangible assets (Note 12) as contra entry to liabilities.
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Non-current
|
|
Balance at December 31, 2014
|
|
|
17.502
|
|
|
|
209.212
|
|
Restatement - IPCA
|
|
|
|
|
|
|
49.275
|
|
Adjustment to present value
|
|
|
|
|
|
|
(11.503
|
)
|
Payments
|
|
|
(18.289
|
)
|
|
|
|
|
Transfers
|
|
|
20.088
|
|
|
|
(20.088
|
)
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
|
|
19.301
|
|
|
|
226.896
|
|
|
|
|
|
|
|
|
|
|
F-125
(b)
|
Maturities of the concession payable recorded in non-current liabilities
|
|
|
|
|
|
2017
|
|
|
20.069
|
|
2018
|
|
|
20.549
|
|
2019
|
|
|
20.918
|
|
2020
|
|
|
21.273
|
|
2021
|
|
|
21.642
|
|
2022 a 2043
|
|
|
122.445
|
|
|
|
|
|
|
|
|
|
226.896
|
|
|
|
|
|
|
19
|
Social and environmental provisions Consolidated
|
The Brazilian Institute of Environment
and Renewable Natural Resources (IBAMA) granted environmental licenses to the Subsidiary, and they impose conditions for the construction of the development. Such obligations, that are related to environment protection actions, monitoring,
reforesting, recovery and compensation for social and environmental impacts, were estimated and are monitored by the Subsidiarys Management. These expenditures related to the construction were estimated and recorded as cost of property, plant
and equipment, in Reservoir, dams and water mains. That estimate was made by the Subsidiarys sustainability and environment area and submitted to approval by the Companys Board of Directors at the time of approval of the companys
business plan.
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
Current
|
|
|
|
|
|
|
|
|
Basic environmental programs (i)
|
|
|
51.782
|
|
|
|
99.205
|
|
Environmental compensation (ii)
|
|
|
12.108
|
|
|
|
12.108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63.890
|
|
|
|
111.313
|
|
Non-current
|
|
|
|
|
|
|
|
|
Basic environmental programs (i)
|
|
|
197.207
|
|
|
|
188.405
|
|
Environmental compensation (ii)
|
|
|
69.395
|
|
|
|
59.764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
266.602
|
|
|
|
248.169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
330.492
|
|
|
|
359.482
|
|
|
|
|
|
|
|
|
|
|
(i)
|
The Subsidiarys management estimates of the social and environmental expenses that the Subsidiry will incur in order to mitigate the impact caused by the construction to the Santo Antônio HEP, in compliance
with the programs established in the Installation License 540/2008 and Operation License 1,044/2011 issued by IBAMA are recorded under the Basic environmental programs caption. These licenses establish that the following Basic
Environmental Programs (PBA) among others, be performed:
|
F-126
|
|
|
Groundwater Table Monitoring Program;
|
|
|
|
Seismological Monitoring Program;
|
|
|
|
Climate Monitoring Program;
|
|
|
|
Flora Conservation Program;
|
|
|
|
Fauna Conservation Program;
|
|
|
|
Ictiofauna Conservation Program;
|
|
|
|
Relocation of Affected Population Program;
|
F-127
(a)
|
Changes in environmental provisions during the year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
Circulante
|
|
|
Não circulante
|
|
Saldo em 31 de dezembro de 2014
|
|
|
99.205
|
|
|
|
188.405
|
|
Atualização monetária - IPCA
|
|
|
|
|
|
|
26.113
|
|
Realizações
|
|
|
(64.734
|
)
|
|
|
|
|
Transferências
|
|
|
17.311
|
|
|
|
(17.311
|
)
|
|
|
|
|
|
|
|
|
|
Saldo em 31 de dezembro de 2015
|
|
|
51.782
|
|
|
|
197.207
|
|
|
|
|
|
|
|
|
|
|
(ii)
|
The amount recorded in Environmental compensation, calculated based on Law 9,985/00 and on Decree 6,848/09, corresponds to 0.5% (R$ 56,159) of the reference value of the enterprise, as defined in Operation
License 1,044/11, issued by IBAMA. These funds, which are used to compensate for environmental impacts caused by the construction work and which at December 31, 2015 amount to R$ 12,108 in current liabilities (2014 R$ 12,108) and R$
69,395 in non-current liabilities (2014 R$ 59,764), are being restated based on the SELIC, in accordance with regulatory instructions issued by IBAMA, which replaced the IPCA-e restatement index with Selic.
|
20
|
Provision for contingencies Consolidated
|
The existing contingent liabilities and
provisions are mainly linked to discussions in the legal and administrative spheres and arise mostly from labor, environmental, civil and tax lawsuits.
Based on the opinion of their external legal advisors, the Companys and the subsidiarys managements classify these lawsuits in
accordance with their probability of loss, as follows:
|
a)
|
Probable loss includes lawsuits whose probability of loss is higher than of success or, the probability of loss is higher than 50%.
|
|
b)
|
Possible loss these are lawsuits whose possibility of loss is higher than remote. They may be lost, however the elements available are not sufficient or clear enough to make it possible to conclude that they will
be lost or won. In terms of percentage, the probability of loss is between 25% and 50%. The Company and its subsidiary do not set a provision for these lawsuits, which are commented on in a note.
|
F-128
FID (Availability Factor)
On July 31, 2015, the Federal Regional Court of the 1
st
Region granted the
Subsidiarys request for temporary relief to suspend the application of the Availability Factor (FID) related to the Santo Antônio HEP generating units not delivered by the Electric System National Operator (ONS). The referred decision
orders that the National Electric Energy Agency (ANEEL) and the Electric Energy Trading Chamber (CCEE) adopt the procedures that are necessary for the effectiveness of such decision in the accounting and settlements and the referred chamber. The
balance of R$ 355,973 represents the effect of the limits of the application of FID on the Santo Antônio HEP.
(ii)
|
Administrative environmental
|
Refers to the notice of infringement issued on
December 23, 2008, by the Brazilian Institute of Environment and Renewable Natural Resources (IBAMA) of R$ 7,700. The reason for the notice is to impose a fine on the Subsidiary for alleged environment-damaging behavior characterized by the
alleged mortality of 11,000 kg of various species of fish as a result of possible pollution in the cofferdams of the Santo Antônio HEP, in the Madeira river, city of Porto Velho, State of Rondônia.
On January 13, 2009, the Subsidiary presented an administrative defense. On July 19, 2011, the IBAMA Technical Team informed about
the increase in the amount of the fine and notified the Subsidiary to present the Final Allegations. On August 8, 2011, the Subsidiary presented a manifestation about the fine increase and Final Allegations. On November 25, 2014 the denial
of the Subsidiarys defense was received. On December 15, 2014, the Subsidiary filed an administrative appeal against the decision of denial. According to the understanding of its lawyers, a probable loss of R$ 10,920 related to the
merits of the notice of infringement (2014 - R$ 9,664) and possible loss with respect to the penalty aggravations mentioned in the referred notice are expected.
This refers to an action for damages to a trader who alleges that his business
premises were affected by the flooded area as a result of the construction of the hydroelectric plant. Indemnity is calculated at R$ 63.
F-129
At December 31, 2015, lawsuits amounting to R$ 2,387,965, shown below, are
considered as possible losses. These lawsuits are regularly revalued by the Company and subsidiary managements and legal advisors and do not require the recognition of provisions in the financial statements.
|
|
|
|
|
|
|
December 31, 2015
|
|
Labor
|
|
|
32.948
|
|
Civil
|
|
|
1.795.386
|
|
Administrative - Environmental
|
|
|
17.490
|
|
Administrative - Tax
|
|
|
542.141
|
|
|
|
|
|
|
|
|
|
2.387.965
|
|
|
|
|
|
|
Following are the main lawsuits whose risk of loss is considered possible:
Various lawsuits, in most of which the Subsidiary is subsidiarily liable, in which the
claimants seek, among others, the payment of overtime and health risk premium.
The majority of civil lawsuits refer to indemnities sought by individuals who consider
that they suffer the impact of the filling of the plants reservoir or who intend to increase the indemnities received on account of expropriations.
(iii)
|
Administrative environmental
|
Various notices of infringement related to environmental
issues such as mortality of fish and ground clearance by fire in areas of the Subsidiary.
(iv)
|
Administrative - taxes
|
Administrative proceedings to discuss the non homologation of
requests for compensation formally submitted to the Special Federal Revenue Office, as well as to discuss compensation for Withholding Income Tax (IRRF) and notifications from the Municipal Department of Finance of the city of Porto Velho and from
the State Secretariat of Finance of the State of Rondônia.
F-130
21
|
Other provisions - Consolidated
|
At December 31, 2015, the amount of R$ 210,325 (2014
R$ 176,698) refers to reimbursement to CCSA by the Subsidiary of costs related to the extension of the start-up schedule due to stoppages caused by strikes in the years from 2009 to 2013 (Act of God force majeure events) at the Santo
Antônio HEP construction site.
22
|
Deferred income tax and social contribution liability
|
At December 31, 2015, the deferred
tax amount refers to temporary differences arising from the capitalization of financial charges.
Changes in the deferred taxes account is
as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Balance at the beginning of the year
|
|
|
274.564
|
|
|
|
277.654
|
|
Changes
|
|
|
|
|
|
|
|
|
Amortization of capitalized charges
|
|
|
(19.828
|
)
|
|
|
(9.088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(19.828
|
)
|
|
|
(9.088
|
)
|
IRPJ - 25%
|
|
|
(4.957
|
)
|
|
|
(2.272
|
)
|
CSLL - 9%
|
|
|
(1.785
|
)
|
|
|
(818
|
)
|
|
|
|
|
|
|
|
|
|
Tax charge
|
|
|
(6.742
|
)
|
|
|
(3.090
|
)
|
|
|
|
|
|
|
|
|
|
Balance at the end of the year
|
|
|
267.822
|
|
|
|
274.564
|
|
|
|
|
|
|
|
|
|
|
The Company estimates that the deferred tax liability will be realized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
Realization
|
|
Liabilities
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
After 2020
|
|
Amortization of capitalized financial charges
|
|
|
267.822
|
|
|
|
9.046
|
|
|
|
9.046
|
|
|
|
9.046
|
|
|
|
9.046
|
|
|
|
9.046
|
|
|
|
222.592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
267.822
|
|
|
|
9.046
|
|
|
|
9.046
|
|
|
|
9.046
|
|
|
|
9.046
|
|
|
|
9.046
|
|
|
|
222.592
|
|
Deferred corporate income tax and social contribution liabilities are realized through amortization of the
capitalized financial charges, calculated in accordance with the end of the concession period and the progressive realization of the start-up schedule of the turbines.
F-131
(i)
|
Subscribed and paid-up capital
|
At December 31, 2015, the Companys subscribed and
paid-up capital amounts to R$ 9,761,952 (2014 R$ 9,455,706) divided into 9,761,952,724 (2014 9,455,705,724) nominative common shares, without par value, whose ownership is distributed among the following stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in R$ thousand
|
|
|
|
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
|
Interest (%) at December
31, 2015
|
|
Cemig Geração e Transmissão S.A.¹
|
|
|
915.667
|
|
|
|
915.667
|
|
|
|
10,00
|
|
Eletrobrás - Furnas
|
|
|
3.875.302
|
|
|
|
3.710.332
|
|
|
|
39,00
|
|
Fundo de Investimento em Participações Amazônia Energia
|
|
|
1.987.335
|
|
|
|
1.914.135
|
|
|
|
20,00
|
|
Odebrecht Energia do Brasil S.A.
|
|
|
1.848.221
|
|
|
|
1.780.145
|
|
|
|
18,60
|
|
SAAG Investimentos S.A.¹
|
|
|
1.135.427
|
|
|
|
1.135.427
|
|
|
|
12,40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.761.952
|
|
|
|
9.455.706
|
|
|
|
100,00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On October 21, 2014, in the minutes of the Extraordinary Stockholders Meeting (ESM),
the Companys capital increases of R$ 1,590,000 were approved to increase SAEs capital, upon the issue of 1,590,000,000 registered common shares, for one real (R$ 1.00) each, to be paid up as follows: (a) R$ 810,000 upon
subscription; (b) R$ 414,000 on October 25, 2014; and (c) the balance, corresponding to R$ 366,000 on January 10,2015. At December 31, 2015, the position is as shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholder
|
|
Interest (%)
at December 31, 2015
|
|
|
Subscribed
and paid-up capital
|
|
|
Payments
with suspended
term for
exercising
|
|
Cemig Geração e Transmissão S.A.¹
|
|
|
10,00
|
%
|
|
|
81.000
|
|
|
|
78.000
|
|
Eletrobrás - Furnas
|
|
|
39,00
|
%
|
|
|
620.100
|
|
|
|
|
|
Fundo de Investimento em Participações
|
|
|
|
|
|
|
|
|
|
|
|
|
Amazônia Energia
|
|
|
20,00
|
%
|
|
|
318.000
|
|
|
|
|
|
Odebrecht Energia do Brasil S.A.
|
|
|
18,60
|
%
|
|
|
295.740
|
|
|
|
|
|
SAAG Investimentos S.A.¹
|
|
|
12,40
|
%
|
|
|
100.440
|
|
|
|
96.720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,00
|
%
|
|
|
1.415.280
|
|
|
|
174.720
|
|
F-132
¹
|
On November 19, 2014, SAAG Investimentos S.A. (SAAG) and CEMIG Geração e Transmissão S.A. (CEMIG) filed an interlocutory injunction against Madeira Energia S.A. - MESA
(MESA) requesting the granting of an injunction for the suspension, until the judgment of merits by the Arbitration Court, which organization was requested on November 19, 2014, before the Market Arbitration Chamber, of the deadline
for exercise, by SAAG and CEMIG, of the preemptive right for subscription and payment of its portion proportionate to MESAs capital increase, in the amount of R$ 174.72 million, approved at the Extraordinary Stockholders Meeting of
MESA held on October 21, 2014.
|
Additionally, the suspension of all effects of the resolutions related to SAAG and CEMIG
and their interests in MESA was requested by the applicant stockholders, especially regarding the dilution and penalties set forth in MESAs Shareholders Agreement.
The injunction was granted on November 21, 2014 by the 39
th
Civil Court of the
Central Judicial District of São Paulo. An arbitration proceeding was established against MESA before the Market Arbitration Chamber, held in secrecy, pursuant to the Arbitration Regulation of the Market Arbitration Chamber. At
December 31, 2015, said arbitration is awaiting judgment.
24
|
Earning (loss) per share
|
The table below establishes the calculation of net earnings (loss)
per lot of one thousand shares for the years ended December 31, 2015, 2014, and 2013 (in thousands, except the amount per lot of one thousand shares, presented in reais):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Profit (loss) for the year
|
|
|
18.026
|
|
|
|
(2.208.060
|
)
|
|
|
(47.738
|
)
|
Weighted average number of common shares
|
|
|
9.706.354.459
|
|
|
|
7.690.295.787
|
|
|
|
5.912.445.697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per thousand common shares (in reais)
|
|
|
1,86
|
|
|
|
(287,12
|
)
|
|
|
(8,07
|
)
|
25
|
Net operating revenue Consolidated
|
(a)
|
Sale of electric energy
|
Revenue from operations with electric energy is recognized in
the results on a monthly basis, in accordance with the delivery of the energy volumes set forth in the energy sale and supply agreement. Revenue is not recognized if its realization is uncertain.
F-133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Sale of energy to industries
|
|
|
585.444
|
|
|
|
662.227
|
|
|
|
915.470
|
|
Supply of electric energy
|
|
|
2.391.523
|
|
|
|
2.214.633
|
|
|
|
850.363
|
|
Short-term energy
|
|
|
|
|
|
|
12.608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.976.967
|
|
|
|
2.889.468
|
|
|
|
1.765.833
|
|
(-) Revenue deductions
|
|
|
|
|
|
|
|
|
|
|
|
|
R & D
|
|
|
(26.049
|
)
|
|
|
(25.206
|
)
|
|
|
(14.824
|
)
|
ICMS
|
|
|
(77.884
|
)
|
|
|
(84.171
|
)
|
|
|
(115.978
|
)
|
PIS and COFINS
|
|
|
(268.165
|
)
|
|
|
(259.491
|
)
|
|
|
(152.612
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(372.098
|
)
|
|
|
(368.868
|
)
|
|
|
(283.414
|
)
|
Net revenue from sale of energy
|
|
|
2.604.869
|
|
|
|
2.520.600
|
|
|
|
1.482.419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of net revenue related to the 2nd advance schedule
|
|
|
|
|
|
|
(176.640
|
)
|
|
|
(181.834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
|
2.604.869
|
|
|
|
2.343.960
|
|
|
|
1.300.585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from the sale of energy to industry arise from the sale of energy to consumers, while the supply of
electric energy represent sales to energy dealers.
At December 31, 2015, the Santo Antônio HEP has 35 generating units in
commercial operation, totaling 2,218 average MW of physical guarantee (Note 1).
F-134
In November 2014, the sale of energy of the second advance block ended as the physical guarantee
related to the 44 generating units had been reached. Accordingly, there is no longer share of results related to the 2
nd
advance schedule with CCSA.
(a)
|
Cost of electric energy service - Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
Cost of services
|
|
|
Cost of services
|
|
|
Cost of services
|
|
|
|
Electric energy
|
|
|
Operations
|
|
|
Total
|
|
|
Electric energy
|
|
|
Operations
|
|
|
Total
|
|
|
Electric energy
|
|
|
Operations
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Short-term energy - CCEE*
|
|
|
(700.427
|
)
|
|
|
|
|
|
|
(700.427
|
)
|
|
|
(1.782.604
|
)
|
|
|
|
|
|
|
(1.782.604
|
)
|
|
|
(134.354
|
)
|
|
|
|
|
|
|
(134.354
|
)
|
Energy purchased for resale
|
|
|
(213.306
|
)
|
|
|
|
|
|
|
(213.306
|
)
|
|
|
(1.156.907
|
)
|
|
|
|
|
|
|
(1.156.907
|
)
|
|
|
(1.066.033
|
)
|
|
|
|
|
|
|
(1.066.033
|
)
|
Use and connection charges
|
|
|
(585.128
|
)
|
|
|
|
|
|
|
(585.128
|
)
|
|
|
(533.204
|
)
|
|
|
|
|
|
|
(533.204
|
)
|
|
|
(287.608
|
)
|
|
|
|
|
|
|
(287.608
|
)
|
PIS and COFINS credits
|
|
|
105.717
|
|
|
|
|
|
|
|
105.717
|
|
|
|
321.428
|
|
|
|
|
|
|
|
321.428
|
|
|
|
137.640
|
|
|
|
|
|
|
|
137.640
|
|
Personnel
|
|
|
|
|
|
|
(47.480
|
)
|
|
|
(47.480
|
)
|
|
|
|
|
|
|
(34.558
|
)
|
|
|
(34.558
|
)
|
|
|
|
|
|
|
(19.060
|
)
|
|
|
(19.060
|
)
|
Materials
|
|
|
|
|
|
|
(10.062
|
)
|
|
|
(10.062
|
)
|
|
|
|
|
|
|
(3.652
|
)
|
|
|
(3.652
|
)
|
|
|
|
|
|
|
(1.511
|
)
|
|
|
(1.511
|
)
|
Third-party services
|
|
|
|
|
|
|
(29.558
|
)
|
|
|
(29.558
|
)
|
|
|
|
|
|
|
(17.065
|
)
|
|
|
(17.065
|
)
|
|
|
|
|
|
|
(24.996
|
)
|
|
|
(24.996
|
)
|
Depreciation and amortization
|
|
|
|
|
|
|
(479.010
|
)
|
|
|
(479.010
|
)
|
|
|
|
|
|
|
(375.533
|
)
|
|
|
(375.533
|
)
|
|
|
|
|
|
|
(230.612
|
)
|
|
|
(230.612
|
)
|
Other
|
|
|
|
|
|
|
(123.366
|
)
|
|
|
(123.366
|
)
|
|
|
108.805
|
|
|
|
(213.108
|
)
|
|
|
(104.303
|
)
|
|
|
716.184
|
|
|
|
(19.215
|
)
|
|
|
696.969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.393.144
|
)
|
|
|
(689.476
|
)
|
|
|
(2.082.620
|
)
|
|
|
(3.042.482
|
)
|
|
|
(643.916
|
)
|
|
|
(3.686.398
|
)
|
|
|
(634.171
|
)
|
|
|
(295.394
|
)
|
|
|
(929.565
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.393.144
|
)
|
|
|
(689.476
|
)
|
|
|
(2.082.620
|
)
|
|
|
(3.042.482
|
)
|
|
|
(643.916
|
)
|
|
|
(3.686.398
|
)
|
|
|
(634.171
|
)
|
|
|
(295.394
|
)
|
|
|
(929.565
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
In 2015, discounting the effects of the Availability Factor (FID) and Generation Scaling Factor (GSF), the Subsidiary reached R$ 136,485 (2014 R$ 15,041, negative), approximately, as positive result in the energy
balance at CCEE, net of internal losses and basic network and received a refund of R$ 147,872 related to FID for the period from 2012 to 2014. However, costs of R$ 716,346 (2014 R$ 1,044,096) incurred with GSF and of R$ 268,438 (2014
R$ 723,467) with FID, especially, rendered the result at CCEE negative by R$ 700,427 (2014 R$ 1,782,604).
|
F-135
In November 2014, the sale of energy of the second advance block ended as the physical guarantee
related to the 44 generating units had been reached. Accordingly, there is no longer share of results related to the 2
nd
advance schedule with CCSA.
(b)
|
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Staff and managers of the entity
|
|
|
(28.164
|
)
|
|
|
(35.195
|
)
|
|
|
(26.592
|
)
|
Materials
|
|
|
(4.515
|
)
|
|
|
(4.403
|
)
|
|
|
(1.549
|
)
|
Third-party services
|
|
|
(72.592
|
)
|
|
|
(57.250
|
)
|
|
|
(45.454
|
)
|
Amortization
|
|
|
(1.748
|
)
|
|
|
(1.747
|
)
|
|
|
(1.311
|
)
|
Rents and leases
|
|
|
(6.701
|
)
|
|
|
(5.543
|
)
|
|
|
(4.364
|
)
|
Insurance
|
|
|
(16.646
|
)
|
|
|
(19.551
|
)
|
|
|
(11.178
|
)
|
Taxes
|
|
|
(823
|
)
|
|
|
(433
|
)
|
|
|
(1.160
|
)
|
Other
|
|
|
(21.040
|
)
|
|
|
(14.728
|
)
|
|
|
(8.821
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(152.229
|
)
|
|
|
(138.850
|
)
|
|
|
(100.429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
Finance income and costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Finance income
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from financial investments
|
|
|
59.742
|
|
|
|
25.472
|
|
|
|
9.770
|
|
Adjustment to present value
|
|
|
82.167
|
|
|
|
23.336
|
|
|
|
1.752
|
|
Other finance income
|
|
|
3.305
|
|
|
|
12.600
|
|
|
|
3.175
|
|
Local currency monetary variation
|
|
|
11.503
|
|
|
|
3.125
|
|
|
|
3.418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156.717
|
|
|
|
64.533
|
|
|
|
18.115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt charges
|
|
|
(731.362
|
)
|
|
|
(537.076
|
)
|
|
|
(243.426
|
)
|
Monetary variation (Use of public property)
|
|
|
(49.275
|
)
|
|
|
(31.776
|
)
|
|
|
(27.627
|
)
|
Monetary variation of debentures
|
|
|
(162.692
|
)
|
|
|
(80.265
|
)
|
|
|
|
|
Local currency monetary variation
|
|
|
(137.686
|
)
|
|
|
(40.115
|
)
|
|
|
(43.936
|
)
|
Other finance costs
|
|
|
(42.643
|
)
|
|
|
(108.527
|
)
|
|
|
(8.907
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.123.658
|
)
|
|
|
(797.759
|
)
|
|
|
(323.896
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(966.941
|
)
|
|
|
(733.226
|
)
|
|
|
(305.781
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-136
28
|
Related parties Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
transactions at
years
ended
December 31
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Liabilities
|
|
|
Property,
plant and
equipment
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
Expense
|
|
|
|
Relationship
with the
company
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
|
December 31,
2015
|
|
|
December 31,
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited
|
)
|
|
|
|
|
|
|
|
|
|
|
(unaudited
|
)
|
CEMIG Geração e Transmissão S.A
|
|
Parent company
stockholder*
|
|
|
27.571
|
|
|
|
64.302
|
|
|
|
87.897
|
|
|
|
1.200
|
|
|
|
|
|
|
|
|
|
|
|
463.672
|
|
|
|
781.495
|
|
|
|
260.851
|
|
|
|
23.775
|
|
|
|
10.699
|
|
|
|
3.636
|
|
CEMIG Distribuição S.A
|
|
Common stockholder
|
|
|
15.639
|
|
|
|
12.296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142.826
|
|
|
|
85.747
|
|
|
|
28.645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construtora Norberto Odebrecht
|
|
Common stockholder
|
|
|
|
|
|
|
|
|
|
|
59.274
|
|
|
|
124.068
|
|
|
|
318.264
|
|
|
|
465.499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrade Gutierrez Engenharia S.A
|
|
Common stockholder
|
|
|
|
|
|
|
|
|
|
|
24.396
|
|
|
|
86.579
|
|
|
|
90.722
|
|
|
|
376.680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Odebrecht Serviços e Participações
|
|
Common stockholder
|
|
|
|
|
|
|
|
|
|
|
24.396
|
|
|
|
86.579
|
|
|
|
90.722
|
|
|
|
376.680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Odebrecht Energia do Brasil S.A
|
|
Parent company
stockholder*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
168
|
|
|
|
906
|
|
|
|
|
|
Andrade Gutierrez Participações S.A
|
|
Parent company
stockholder*
|
|
|
|
|
|
|
|
|
|
|
398
|
|
|
|
363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
|
28
|
|
|
|
|
|
Eletrobrás Furnas
|
|
Parent company
stockholder*
|
|
|
|
|
|
|
|
|
|
|
9.578
|
|
|
|
4.174
|
|
|
|
2.762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108.662
|
|
|
|
44.040
|
|
|
|
49.217
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrade Gutierrez Engenharia S.A
|
|
Common stockholder
|
|
|
12.358
|
|
|
|
34.896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construtora Norberto Odebrecht
|
|
Common stockholder
|
|
|
15.204
|
|
|
|
74.711
|
|
|
|
18.992
|
|
|
|
15.914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Odebrecht
Comercializadora
de Energia. S
|
|
Common stockholder
|
|
|
|
|
|
|
|
|
|
|
110.398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.065
|
|
|
|
|
|
|
|
|
|
Odebrecht Serviços e Participações
|
|
Common stockholder
|
|
|
17.232
|
|
|
|
27.596
|
|
|
|
48
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eletrobrás Furnas
|
|
Parent company
stockholder*
|
|
|
|
|
|
|
|
|
|
|
150.543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88.004
|
|
|
|
213.801
|
|
|
|
485.920
|
|
|
|
330.665
|
|
|
|
502.470
|
|
|
|
1.218.859
|
|
|
|
606.498
|
|
|
|
867.242
|
|
|
|
289.496
|
|
|
|
168.248
|
|
|
|
55.673
|
|
|
|
52.853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEMIG Geração e Transmissão S.A.
- The balance recorded
refers to two agreements for the purchase and sale of electric energy in the Free Contracting Environment entered into on March 19, 2009, in which the Subsidiary acts as the seller of energy to CEMIG of variable amounts during a big part of the
motorization period of Santo Antônio HEP. One agreement is for 400 average megawatts and the other one for 250,4 average megawatts, effective between May 1, 2012 and December 31, 2027.
The liability balance is related to charges for the use of the network by the energy transmission service (Note 13) and the balance of the
advance of energy volume occurred on February 6, 2015, when the Subsidiary received from Cemig Geração e Transmissão S.A. R$ 74,667 (Note 16).
CEMIG Distribuição S.A
The balance refers to the Agreement for Sale of Electric Energy in the Regulated Environment
(CCEARs), related to the participation of CEMIG Distribuição S.A. in ANEEL Auction 05/2007, in which 70% of Santo Antônio HEP energy assured was sold. (Note 1). Cemig Distribuição purchased from the Subsidiary 117.8
average megawatts with supply term between December 31, 2012 and December 31, 2041.
F-137
Andrade Gutierrez Engenharia S.A
- The Subsidiary has an agreement for Implementation of
the Santo Antônio HEP, as well as for installations of restricted interest transmission of the electricity powerhouse of Santo Antônio HEP with Santo Antônio Construction Consortium (CCSA), in which Andrade Gutierrez Engenharia
S.A. takes part as the company responsible for the services of development of projects and civil works (Santo Antônio Civil Consortium).
Construtora Norberto Odebrecht S.A. and Odebrecht Serviços e Participações S.A
- The Subsidiary has an agreement
for Implementation of the Santo Antônio HEP, as well as for installations of restricted interest transmission of the electricity powerhouse of Santo Antônio HEP with Santo Antônio Construction Consortium (CCSA), in which
Construtora Norberto Odebrecht S.A. (CNO) and Odebrecht Serviços e Participações S.A. take part as the companies responsible for the services of development of projects and civil works (Santo Antônio Civil Consortium) and,
additionally, CNO, for the management and performance of electromechanical assembly services.
Eletrobrás Furnas
- The
Subsidiary has an Owners Engineering Services agreement with Furnas Centrais Elétricas, which is in force from December 17, 2008 to February 28, 2016.
Eletrobrás Furnas is also contracted to provide data analysis services of the acoustic investigation of the civil structures and
foundations for the Santo Antônio HEP. This agreement is in force for 30 months starting January 6, 2014.
The Subsidiary has
also entered into a purchase and sale of electric energy agreement in the Free Contracting Environment, whereby the Subsidiary acts as purchaser of 47,318 average megawatts of energy from Furnas Centrais Elétricas S.A., which is supplied
between January 1, 2015 and December 31, 2027.
On February 5, 2015, the Subsidiary signed with Furnas Centrais
Elétricas S.A. and agreement for the sale of energy and received on February 6, 2015 the amount of R$ 122,395, corresponding to R$ 130,000, net of withholding taxes, related to this sale and which is restated based on the IPCA. (Note 16)
The Subsidiary also has an agreement with Eletrobrás Furnas for transactions related to charges for the use of the network of
energy transmission service. (Note 13).
Odebrecht Energia do Brasil S.A.
The Subsidiary recorded a balance related to finance
costs incurred in order for the Santo Antônio HEP construction work to be carried out in accordance with the schedule established in the Concession Agreement.
Andrade Gutierrez Participações S.A.
The recorded balance refers to finance costs incurred in order for the Santo
Antônio HEP construction work to be carried out in accordance with the schedule established in the Concession Agreement. The balance is restated at TJLP plus 3.1%.
F-138
Odebrecht Comercializadora de Energia S.A.
On February 5, 2015,the Subsidiary signed with
Odebrecht Comercializadora de Energia S.A. an agreement for the sale of energy and received, on February 6, 2015, the amount of R$ 95,333 related to this sale, which is restated based on the IPCA. (Note 16)
F-139
Management compensation - Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Compensation
|
|
|
4.679
|
|
|
|
3.385
|
|
|
|
2.921
|
|
Profit sharing
|
|
|
|
|
|
|
4.876
|
|
|
|
1.857
|
|
Direct and fringe benefits
|
|
|
389
|
|
|
|
137
|
|
|
|
226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5.068
|
|
|
|
8.398
|
|
|
|
5.004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
|
Information by segment
|
The only business segment of the Company and of its subsidiary is the
generation of electric energy through the exploitation of the Santo Antônio Hydroelectric Plant and its associated transmission system, located at the Madeira river, in the city of Porto Velho, State of Rondônia, as an Independent
Producer, pursuant to the conditions established in the Concession Agreement. Accordingly, Company management, responsible for regularly reviewing the financial information in order to allocate the funds and analyze the Companys
performance, does not use segment information to carry out its analyses.
On February 5, 2016, the Subsidiary received R$ 60,000 from the BNDES,
R$ 30,000 of which related to the Direct Financing Agreement and R$ 30,000 related to the Repass Agreement. These funds are part of Subcredit J, payable in monthly installments between July 15, 2017 and March 15, 2034.
On January 10, 2016, the Federal Regional Court, 1
st
Region, as answer to
interlocutory appeal, accepted the request for preliminary injunction to suspend the recalculation of the Availability Factor (FID) amount of Santo Antônio HEP, of approximately R$ 130 million in debits which would be settled at the
Electric Energy Trading Chamber (CCEE) for the accounting cycle of October and November 2015, to be settled in February 2016, because CCEE had not granted to SAE the opportunity to exercise its right to full defense and adversary proceedings in view
of the re-accounting calculation.
The Companys Extraordinary General Stockholders Meeting held on March 2, 2016, approved the
Companys capital increase with the purpose of increasing the capital of wholly-owned subsidiary Santo Antônio Energia S.A., through the issue of 573,529,412 new nominative common shares, without par value, for the face value of
sixty-eight centavos (R$ 0.68) each, totaling R$ 390,000. These issued shares were fully paid-up on March 8, 2016.
F-140
On March 8, 2016, the Subsidiary settled the Advanced Energy Purchase and Sale agreements
with Furnas Centrais Elétricas S.A. and Odebrecht Comercializadora de Energia S.A. , as both companies opted for reducing in full the volume of energy, which supply by the Subsidiary was scheduled for the period from January 2017 to
January 2020.
Brazilian Superior Court of Justices (STJ) decision published on April 11, 2016, has suspended the
effects of the decisions that granted SAE an injunctive relief, in the ongoing Appeal (
Agravo de Instrumento
) N. 0036475-62.2015.4.01.0000/DF before the Federal Regional Court of Appeals of the
1
st
Region, in connection with the assessment of the Availability Factor FID. This decision does not affect the Financial Statements dated March 31, 2016, since the remaining payable
balance related to FID is accrued on this base-date, even though the Company is endeavoring efforts to revert such decision.
In the third
quarter 2016, the Subsidiary settled R$ 234,510 balance to pay the repricing of the GSF (R$ 469,020), the outstanding balance of R $ 234,510 will be paid in 3 equal and consecutive monthly installments from October 2016, with IGP-M restatement plus
1% per month (p.m.).
On September 5, 2016, the Market Arbitration Chamber ( CAM) released the judgment which
partially upheld the claims made by SAAG Investimentos SA (SAAG) and Cemig Geração e Transmissão S.A. (Cemig) within the scope of arbitration claim against Madeira Energia SA (MESA).
On September 20, 2016, the Company required clarifications of the terms and conditions of the arbitration award and the CAM has not yet
answered.
F-141
Centrais Eletricas Brasi... (NYSE:EBR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Centrais Eletricas Brasi... (NYSE:EBR)
Historical Stock Chart
From Sep 2023 to Sep 2024