Demonstra??es Financeiras em Padr?es Internacionais
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Transcript of Demonstra??es Financeiras em Padr?es Internacionais
(A free translation of the original in Portuguese)
Eneva S.A. - under court-supervised reorganization Quarterly Information (ITR) at September 30, 2015 and Report on Review of Quarterly Information
(A free translation of the original in Portuguese)
Report on Review of Quarterly Information To the Board of Directors and Shareholders Eneva S.A. - under court-supervised reorganization Introduction We have reviewed the accompanying parent company and consolidated interim accounting information of Eneva S.A. - under court-supervised reorganization (the “Company”), included in the Quarterly Information Form (ITR) for the quarter ended September 30, 2015, comprising the balance sheet as at that date and the statements of operations, comprehensive income for the quarter and nine-month periods then ended, and the statements of changes in equity and cash flows for the nine-month period then ended, and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of the parent company interim accounting information in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and of the consolidated interim accounting information in accordance with CPC 21 and International Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB), as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review. Scope of review We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion on the parent company interim information Based on our review nothing has come to our attention that causes us to believe that the accompanying parent company interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM.
Conclusion on the consolidated interim information Based on our review nothing has come to our attention that causes us to believe that the accompanying consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM. Emphasis of matter Going Concern As mentioned in further details in Note 1, on December 9, 2014 Eneva S.A. - under court-supervised reorganization - filed a request for court-supervised reorganization in the State of Rio de Janeiro Capital Judicial District. On December 16, 2014, the Court of the 4th Corporate Court of the State of
(A free translation of the original in Portuguese)
Rio de Janeiro Capital decided to grant the processing of the court-supervised reorganization of the Company and its subsidiary ENEVA Participações S.A. – under court-supervised reorganization. On February 12, 2015, the Company presented the Reorganization Plan to the 4th Corporate Court of the State of Rio de Janeiro Capital. On April 30, 2015, the general meeting of creditors, under the terms of the related Law, approved the aforementioned plan, which was approved by Court on May 12, 2015. On August 26, 2015, the shareholders meeting decided to initiate the procedures for capital increase, considering the established preconditions had been met. On November 5, 2015, the capital increase was approved as detailed in Note 29, being implemented steps, up to this date, required in the Plan. Additionally, the Company and its subsidiaries recorded, at September 30, 2015, net profit of R$ 128,709 thousand, maintaining, however, accumulated losses of R$ 3,756,907 thousand and excess of current liabilities over current assets of R$ 391,693 thousand for consolidated financial statements. Therefore, the reversal of that situation of followed losses generation and the readjustment of the financial and equity structure of the Company depend on the continuity success of the measures adopted in reorganization plan, as detailed in Note 1. This situation raises significant doubt as to the ability of the Company to continue as a going concern. No adjustments arising from the uncertainties involved were included in the financial information. Our conclusion is not qualified in respect of this matter. Other matters Statements of value added We have also reviewed the parent company and consolidated statements of value added for the quarter ended September, 2015. These statements are the responsibility of the Company’s management, and are required to be presented in accordance with standards issued by the CVM applicable to the preparation of Quarterly Information (ITR) and are considered supplementary information under IFRS, which do not require the presentation of the statement of value added. These statements have been submitted to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in a manner consistent with the parent company and consolidated interim accounting information taken as a whole.
1. PricewaterhouseCoopers 2. Auditores Independentes 3. CRC 2SP000160/O-5 "F" RJ
4. Guilherme Naves Valle 5. Contador CRC 1MG070614/O-5 "S" RJ
(A free translation of the original in Portuguese)
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ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Contents
Company details
Break-down of Paid-in Capital 1
Individual Financial Statements
Balance sheet - Assets 2
Balance sheet - Liabilities 3
Statement of income 4
Statement of Comprehensive Income 5
Statements of Cash Flow 6
Statements of Changes in Shareholders’ Equity
DMPL - 01/01/2015 to 09/30/2015 7
DMPL - 01/01/2014 to 09/30/2014 8
Statements of Added Value 9
Consolidated Financial Statements
Balance Sheet – Assets 10
Balance Sheet - Liabilities 11
Statement of Income 12
Statement of Comprehensive Income 13
Statements of Cash Flow 14
Statements of Changes in Shareholders’ Equity
DMPL - 01/01/2015 to 09/30/2015 15
DMPL - 01/01/2014 to 09/30/2014 16
Statements of Added Value 17
Other information that the Company deemed relevant 18
Reports and statements
Fiscal Council Report or Equivalent Body 23
Directors' Declaration on the Financial Statements 24
Directors' Declaration on the Independent Auditors' Report 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1
Company Data / Capital Breakdown
Number of Shares Current Quarter (thousand) 09/30/2015
Issued Capital
Common 840,106
Preferred 0
Total 840,106
Treasury stock
Common 0
Preferred 0
Total 0
PAGE: 1 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Individual Financial Statements / Balance Sheet - Assets
(Thousands of Reais)
Account Code Account Description Current Quarter
09/30/2015
Previous Year 12/31/2014
1 Total Assets 3,423,875 3,729,971
1.01 Current Assets 205,261 386,513
1.01.01 Cash and Cash Equivalents 142,028 72,502
1.01.01.01 Cash and Banks 445 4,055
1.01.01.02 Multimercado FICFI RF CP Eneva Funds 141,583 68,447
1.01.06 Recoverable taxes 20,441 12,255
1.01.06.01 Recoverable Current Taxes 20,441 12,255
1.01.07 Prepaid Expenses 6 3
1.01.08 Other Current Assets 42,786 301,753
1.01.08.01 Noncurrent Assets for Sale - 300,000
1.01.08.03 Other 42,786 1,753
1.01.08.03.01 Other Advances 7,284 1,712
1.01.08.03.02 Dividends Receivable 1,802 -
1.01.08.03.04 Secured Deposits 33,700 41
1.02 Noncurrent Assets 3,218,614 3,343,458
1.02.01 Long-term Assets 1,084,173 1,101,204
1.02.01.07 Prepaid Expenses 1,573 786
1.02.01.09 Other Noncurrent Assets 1,082,600 1,100,418
1.02.01.09.03 Gain on Derivatives 21,122 21,122
1.02.01.09.07 Recoverable taxes 44,639 33,237
1.02.01.09.08 Accounts Receivable from Other Related Parties - 62,627
1.02.01.09.09 AFAC with Subsidiaries and Joint Subsidiaries 188,980 248,000
1.02.01.09.11 Loan with Subsidiaries and Joint Subsidiaries 752,745 691,287
1.02.01.09.12 Accounts Receivable with Subsidiaries and Joint Subsidiaries 75,112 44,143
1.02.01.09.14 Other Credits 2 2
1.02.02 Capital Expenditure 2,120,106 2,228,139
1.02.02.01 Equity Interests 2,120,106 2,228,139
1.02.02.01.01 Equity Interests in Associated Companies 94,412 97,483
1.02.02.01.02 Equity Interests in Subsidiaries 1,445,258 1,486,453
1.02.02.01.03 Equity Interests in Joint Subsidiaries 518,341 582,108
1.02.02.01.04 Other Equity Interests 62,095 62,095
1.02.03 Property, Plant and Equipment 11,070 11,238
1.02.04 Intangible Assets 3,265 2,877
PAGE: 2 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Individual Financial Statements / Balance Sheet – Liabilities
(Thousands of Reais)
Account Code Account Description Current Quarter
09/30/2015
Previous Year 12/31/2014
2 Total Liabilities 3,423,875 3,729,971
2.01 Current Liabilities 17,656 2,229,070
2.01.01 Social and Labor Obligations 3,876 6,742
2.01.01.02 Labor Obligations 3,876 6,742
2.01.02 Trade Payables 11,660 11,737
2.01.02.01 National Trade Payables 11,660 11,737
2.01.03 Tax Obligations 2,029 1,602
2.01.03.01 Federal Tax Obligations 2,029 1,602
2.01.03.01.01 Payable Income and Social Contribution Tax 2,029 1,602
2.01.04 Loans and Financing - 2,199,149
2.01.04.01 Loans and Financing - 2,199,149
2.01.04.01.01 In National Currency - 2,199,149
2.01.05 Other Obligations 91 9,840
2.01.05.02 Other 91 9,840
2.01.05.02.07 Interest in the Profits - 9,749
2.01.05.02.09 Other Obligations 91 91
2.02 Noncurrent Liabilities 2,097,424 357,885
2.02.01 Loans and Financing 2,048,871 182,749
2.02.01.01 Loans and Financing 2,048,871 182,749
2.02.01.01.01 In National Currency 1,791,000 182,749
2.02.01.01.02 In Foreign Currency 257,871 -
2.02.02 Other Obligations 37,328 171,595
2.02.02.01 Liabilities with Related Parties 37,328 171,595
2.02.02.01.04 Debts with Other Related Parties 37,328 171,595
2.02.04 Provisions 11,225 3,541
2.02.04.02 Other Provisions 11,225 3,541
2.02.04.02.05 Unsecured Liabilities 11,225 3,541
2.03 Shareholder’s Equity 1,308,795 1,143,016
2.03.01 Capital Recorded 4,707,088 4,707,088
2.03.02 Capital Reserve 350,980 350,771
2.03.02.04 Options Granted 350,980 350,771
2.03.05 Accumulated Profits/Losses (3,749,273) (3,877,982)
2.03.06 Equity Appraisal Adjustements - (36,861)
PAGE: 3 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Individual Financial Statements – Statement
of Income (Thousands of Reais)
Account Code
Account Description
Current Quarter from 07/01/2015 to
09/30/2015
Current Year Accumulated
from 01/01/2015 to
09/30/2015
Equal Previous
Year Quarter from
07/01/2014 to 09/30/2014
Previous Year
Accumulated from
01/01/2014 to 09/30/2014
3.04 Operating Income/Expenses (72,284) (293,585) 76,835 (27,452)
3.04.02 General and Administrative Expenses (9,457) (42,731) (19,294) (60,908)
3.04.02.01 Personnel and Management (4,355) (17,681) (4,557) (22,742)
3.04.02.02 Other Expenses (579) (1,858) (515) (2,547)
3.04.02.03 Outsourced Services (2,970) (16,790) (11,556) (28,995)
3.04.02.04 Depreciation and Amortization (650) (1,918) (615) (1,720)
3.04.02.05 Leasing and Rentals (903) (4,484) (2,051) (4,904)
3.04.04 Other Operating Revenue - 60 419,333 442,010
3.04.04.01 Sale of PGN (OGX Maranhão) - - (21,858) -
3.04.04.02 Gains on the Sale of Assets - - 441,998 442,010
3.04.04.03 Other - 60 (807) -
3.04.05 Other Operating Expenses (3,587) (27,480) (378,477) (380,199)
3.04.05.01 Unsecured Liabilities (3,543) (8,016) 1,718 1,583
3.04.05.02 Provision for Investment Losses (72) (313) (500) (692)
3.04.05.03 Losses on the Sale of Assets 91 (7,050) (379,695) (381,090)
3.04.05.04 Other (63) (794) - -
3.04.05.05 Provision for Investment Losses - (11,307) - -
3.04.06 Equity in Income of Subsidiaries (59,240) (223,434) 55,273 (28,355)
3.05 Income Before Financial Income/Loss and Taxes (72,284) (293,585) 76,835 (27,452)
3.06 Financial Income (41,646) 459,155 (47,772) (127,698)
3.06.01 Financial Revenue 35,135 619,282 44,760 133,466
3.06.01.01 Positive Exchange Variance 2 24,604 1,393 23,716
3.06.01.02 Short-term Investments 8,001 14,474 6,152 8,973
3.06.01.03 Derivative Financial Instruments - 6,560 11,678 16,109
3.06.01.04 Fair Value of Debentures 50 489,344 - -
3.06.01.05 Other Financial Revenue (813) 2,908 533 689
3.06.01.06 Interests on Loans 27,895 81,392 25,004 83,979
3.06.02 Financial Expenses (76,781) (160,127) (92,532) (261,164)
3.06.02.01 Negative Exchange Variance (35,740) (95,218) (13,844) (29,143)
3.06.02.02 Derivative Financial Instruments - (2,348) - (4,124)
3.06.02.03 Debenture Interest/Cost (23) (74) (74) (470)
3.06.02.05 Charges of debts (40,523) (60,784) (76,938) (221,766)
3.06.02.06 Other Financial Expenses (495) (1,703) (1,676) (5,661)
3.07 Earnings Before Tax on Net Income (113,930) 165,570 29,063 (155,150)
3.09 Net Earnings from Continued Operations (113,930) 165,570 29,063 (155,150)
3.10 Net Earnings from Discontinued Operations - (36,861) - -
3.10.01 Income/Net Loss from Discontinued Operations - (36,861) - -
3.11 Net income/Loss for the year (113,930) 128,709 29,063 (155,150)
3.99.01.01 ON (0) 0 0 (0)
PAGE: 4 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Individual Financial Statements – Comprehensive
Statement of Income (Thousands of Reais)
Account Code
Account Description
Current Quarter from 07/01/2015 to
09/30/2015
Current Year Accumulated
from 01/01/2015 to 09/30/2015
Equal Previous Year Quarter
from 07/01/2014 to 09/30/2014
Previous Year Accumulated from
01/01/2014 to 09/30/2014
4.01 Net Income for the Period (113,930) 128,709 29,062 (155,149)
4.02 Other Comprehensive Income - (36,861) 2,236 121
4.02.01 Accumulated Translation Adjustments - - 3,585 3,585
4.02.02 Equity Appraisal Adjustements - - - -
4.02.03 Effective portion of the changes in fair value of cash flow hedges - hedge accounting - (49,394) (2,044) (5,248)
4.02.04 Deferred income and social contribution taxes - hedge accounting - 12,533 695 1,784
4.03 Comprehensive Income for the Period (113,930) 91,848 31,298 (155,028)
PAGE: 5 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Individual Financial Statements / Statement of Cash Flows –
Indirect Method (Thousands of Reais)
Account Code
Account Description
Current Year Accumulated
from 01/01/2015 to
09/30/2015
Previous Year
Accumulated from
01/01/2014 to 09/30/2014
6.01 Net Cash Operating Activities (190,058) 80,856
6.01.01 Cash Provided by Operating Activities (41,545) (19,866)
6.01.01.01 Income/Net Loss for the Period Before IR and CSLL 128,709 (155,149)
6.01.01.02 Depreciation and Amortization 1,918 1,720
6.01.01.03 Equity in Income of Subsidiaries 234,741 28,355
6.01.01.04 Operations with Derivative Financial Instruments (4,212) (11,985)
6.01.01.05 Stock Options Awarded - 1,635
6.01.01.07 Investment Loss 44,225 692
6.01.01.08 Provision for Unsecured Liabilities 8,016 (1,583)
6.01.01.13 Debenture Interest/Cost 70,689 470
6.01.01.14 Fair Value of Debentures (489,344) -
6.01.01.15 Interest on Loans and Related Parties (35,082) 114,361
6.01.01.16 Other Income / Expenses (1,205) -
6.01.01.18 Other - 1,618
6.01.02 Changes in Assets and Liabilities (138,431) 107,211
6.01.02.01 Other Advances (5,571) 122
6.01.02.02 Prepaid Expenses (789) -
6.01.02.05 Recoverable taxes (19,589) (8,650)
6.01.02.09 Taxes, Duties and Contributions 428 186
6.01.02.10 Trade Payables (77) 680
6.01.02.11 Provisions and Payroll Charges (2,867) (2,707)
6.01.02.14 Related Parties (109,966) 117,580
6.01.03 Other (10,082) (6,489)
6.01.03.02 Assets and Liabilities (10,082) (6,489)
6.02 Net Cash Investment Activities 260,208 (164,853)
6.02.01 Acquisition of PPE and Intangible Assets (1,892) (2,035)
6.02.04 Payment of Capital via AFAC 64,035 (196,464)
6.02.07 Debt to Related Parties (61,459) 33,648
6.02.08 Dividends (1,802) -
6.02.10 Secured Deposits (33,659) (2)
6.02.11 Intended assets to Trading 300,000 -
6.02.12 Advance for Future Capital Increase - AFAC (5,015) -
6.03 Net Cash Financing Activities (625) 108,250
6.03.01 Financial Instruments - (4,124)
6.03.03 Advance for Future Capital Increase - AFAC - 174,774
6.03.04 Amortization of Principal - Financing (625) (236,580)
6.03.07 Loans Obtained - 180,000
6.03.10 Issue (payment) of Debentures - (5,820)
6.05 Increase (Decrease) in Cash and Cash Equivalents 69,525 24,253
6.05.01 Opening Balance of Cash and Cash Equivalents 72,503 110,156
6.05.02 Closing Balance of Cash and Cash Equivalents 142,028 134,409
PAGE: 6 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version: 1 Individual Financial Statements - Statements of Changes in Shareholders’ Equity / DMPL - 01/01/2015 to 09/30/2015 (Thousands of Reais)
Account Code
Account Description Paid-in Share Capital
Capital Reserve, Options Awarded
and Shares at Treasury
Profit Reserves
Accumulated
Profits or Losses
Other Comprehensive
Income
Shareholder’s
Equity
5.01 Openning Balances 4,707,088 350,771 - (3,877,982) (36,861) 1,143,016
5.02 Adjustments from Prior Years - - - - - -
5.03 Adjusted Openning Balances 4,707,088 350,771 - (3,877,982) (36,861) 1,143,016
5.04 Capital Transactions with Partners - 209 - - - 209
5.04.03 Options Granted Recognized - 209 - - - 209
5.05 Total Comprehensive Income - - - 128,709 36,861 165,570
5.05.02 Other Comprehensive Income - - - 128,709 36,861 165,570
5.05.02.02 Taxes without Financial Instruments Adjustments - - - - 36,861 36,861
5.05.02.06 Period loss - - - 128,709 - 128,709
5.07 Closing Balances 4,707,088 350,980 - (3,749,273) - 1,308,795
PAGE: 7 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version: 1 Individual Financial Statements - Statements of Changes in Shareholders’ Equity / DMPL - 01/01/2014 to 09/30/2014 (Thousands of Reais)
Account Code
Account Description Paid-in Share Capital
Capital Reserve, Options Awarded
and Shares at Treasury
Profit Reserves
Accumulated
Profits or Losses
Other Comprehensive
Income
Shareholder’s
Equity
5.01 Openning Balances 4,532,314 350,514 - (2,360,800) (53,284) 2,468,744
5.02 Adjustments from Prior Years - - - - - -
5.03 Adjusted Openning Balances 4,532,314 350,514 - (2,360,800) (53,284) 2,468,744
5.04 Capital Transactions with Partners 174,774 (28) - - - 174,746
5.04.03 Options Granted Recognized - (28) - - - (28)
5.04.10 Advance for Future Capital Increase - AFAC 174,774 - - - - 174,774
5.05 Total Comprehensive Income - - - (155,149) 1,663 (153,486)
5.05.02 Other Comprehensive Income - - - (155,149) 1,663 (153,486)
5.05.02.01 Financial Instruments Adjustments - - - - 5,248 5,248
5.05.02.05 Taxes without Translation Adjustments in the Period - - - (155,149) (3,585) (158,734)
5.07 Closing Balances 4,707,088 350,486 - (2,515,949) (51,621) 2,490,004
PAGE: 8 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version: 1 Individual Financial Statements – Statement of Added Value (Thousands of Reais)
Account Code Account Description
Current Year Accumulated
from 01/01/2015 to 09/30/2015
Previous Year Accumulated
from 01/01/2014 to 09/30/2014
7.01 Revenue 291,904 60,227
7.01.02 Other Revenue 291,904 60,227
7.02 Consumables Acquired from Third Parties (18,188) (30,752)
7.02.02 Material, Electricity, Outsourced Services and Other (18,188) (30,752)
7.03 Gross Added Value 273,716 29,475
7.04 Retentions (1,918) (1,720)
7.04.01 Depreciation, Amortization and Depletion (1,918) (1,720)
7.05 Net Added Value Produced 271,798 27,755
7.06 Transferred Added Value 15,059 82,978
7.06.01 Equity in Income of Subsidiaries (234,741) (28,355)
7.06.02 Financial Revenue 506,727 9,662
7.06.03 Other (256,927) 101,671
7.06.03.01 Derivative Financial Instruments 6,560 16,109
7.06.03.02 Provision for Unsecured Liabilities (8,016) 1,583
7.06.03.06 Interests on Loans 81,390 83,979
7.06.03.07 Losses on Sales Operation (336,861) -
7.07 Total Added Value to be Distributed 286,857 110,733
7.08 Distribution of Added Value 286,857 110,733
7.08.01 Personnel 17,681 22,742
7.08.01.01 Direct Remuneration 14,826 13,800
7.08.01.02 Benefits (2,825) 1,427
7.08.01.03 F.G.T.S. 5,680 7,515
7.08.02 Taxes, Duties and Contributions 230 392
7.08.02.01 Federal 230 392
7.08.03 Interest Expenses 140,237 242,748
7.08.03.01 Interest 75 470
7.08.03.02 Rent 4,484 4,904
7.08.03.03 Other 135,678 237,374
7.08.03.03.01 Losses on derivative transactions 2,348 4,124
7.08.03.03.03 Insurance 229 398
7.08.03.03.04 Exchange Variance 70,614 5,426
7.08.03.03.06 Financial Expenses 62,487 227,426
7.08.04 Interest Earnings 128,709 (155,149)
7.08.04.03 Withheld Income / Loss for the Period 128,709 (155,149)
PAGE 9 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version: 1 Consolidated Financial Statements / Balance Sheet - Assets
(Thousands of Reais)
Account Code
Account Description Current Quarter
09/30/2015
Previous Year
12/31/2014
1 Total Assets 6,800,641 7,044,418
1.01 Current Assets 727,253 944,708
1.01.01 Cash and Cash Equivalents 254,704 157,319
1.01.01.01 Cash and Banks 42,981 44,229
1.01.01.02 Multimercado FICFI RF CP Eneva Funds 171,539 85,084
1.01.01.04 CDB/Security 40,184 28,006
1.01.03 Accounts Receivable 234,459 304,848
1.01.03.01 Clients 234,459 304,848
1.01.04 Inventories 88,747 99,185
1.01.06 Recoverable taxes 37,933 32,354
1.01.06.01 Recoverable Current Taxes 37,933 32,354
1.01.07 Prepaid Expenses 60,125 42,081
1.01.08 Other Current Assets 51,285 308,921
1.01.08.01 Noncurrent Assets for Sale - 300,000
1.01.08.03 Other 51,285 8,921
1.01.08.03.01 Other Advances 17,413 8,880
1.01.08.03.02 Dividends Receivable 172 -
1.01.08.03.04 Secured Deposits 33,700 41
1.02 Noncurrent Assets 6,073,388 6,099,710
1.02.01 Long-term Assets 819,725 742,745
1.02.01.06 Deferred Taxes 269,100 219,713
1.02.01.06.01 Deferred Income and Social Contribution Tax 269,100 219,713
1.02.01.07 Prepaid Expenses 4,526 6,776
1.02.01.09 Other Noncurrent Assets 546,099 516,256
1.02.01.09.03 Gain on Derivatives 21,122 21,122
1.02.01.09.04 Secured Deposits 78,191 62,070
1.02.01.09.07 Recoverable taxes 55,030 37,575
1.02.01.09.08 Accounts Receivable from Other Related Parties 5,729 63,970
1.02.01.09.09 AFAC to Joint Subsidiaries 19,480 26,250
1.02.01.09.11 Loan with Joint Subsidiaries 295,639 284,774
1.02.01.09.12 Accounts Receivable with Joint Subsidiaries 70,904 20,493
1.02.01.09.13 Other Credits 4 2
1.02.02 Capital Expenditure 667,214 733,927
1.02.02.01 Equity Interests 667,214 733,927
1.02.02.01.01 Equity Interests in Associated Companies 94,412 97,484
1.02.02.01.04 Other Equity Interests 572,802 636,443
1.02.03 Property, Plant and Equipment 4,397,029 4,423,466
1.02.04 Intangible Assets 189,420 199,572
PAGE: 10 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version: 1 Consolidated Financial Statements / Balance Sheet - Liabilities
(Thousands of Reais)
Account Code Account Description Current Quarter
09/30/2015
Previous Year 12/31/2014
2 Total Liabilities 6,800,641 7,044,418
2.01 Current Liabilities 1,118,946 3,619,910
2.01.01 Social and Labor Obligations 11,787 14,934
2.01.01.02 Labor Obligations 11,787 14,934
2.01.02 Trade Payables 147,633 149,785
2.01.02.01 National Trade Payables 147,633 149,785
2.01.03 Tax Obligations 23,408 27,116
2.01.03.01 Federal Tax Obligations 23,408 27,116
2.01.03.01.01 Payable Income and Social Contribution Tax 23,408 27,116
2.01.04 Loans and Financing 826,307 3,289,195
2.01.04.01 Loans and Financing 826,307 3,289,195
2.01.04.01.01 In National Currency 826,307 3,289,195
2.01.05 Other Obligations 109,811 138,880
2.01.05.02 Other 109,811 138,880
2.01.05.02.05 Contractual Retentions 4,650 20,945
2.01.05.02.07 Interest in the Profits - 16,591
2.01.05.02.08 Payable Dividends 699 -
2.01.05.02.09 Other Obligations 104,462 101,344
2.02 Noncurrent Liabilities 4,296,746 2,206,796
2.02.01 Loans and Financing 4,131,001 1,874,502
2.02.01.01 Loans and Financing 4,131,001 1,874,502
2.02.01.01.01 In National Currency 3,873,130 1,874,502
2.02.01.01.02 In Foreign Currency 257,871 -
2.02.02 Other Obligations 150,414 320,874
2.02.02.01 Liabilities with Related Parties 150,414 320,874
2.02.02.01.04 Debts with Other Related Parties 150,414 320,874
2.02.03 Deferred Taxes 14,286 10,978
2.02.03.01 Deferred Income and Social Contribution Tax 14,286 10,978
2.02.04 Provisions 1,045 442
2.02.04.02 Other Provisions 1,045 442
2.02.04.02.05 Unsecured Liabilities 1,045 442
2.03 Consolitated Shareholder’s Equity 1,384,949 1,217,712
2.03.01 Capital Recorded 4,707,088 4,707,088
2.03.02 Capital Reserve 350,980 350,771
2.03.02.04 Options Granted 350,980 350,771
2.03.05 Accumulated Profits/Losses (3,756,907) (3,885,741)
2.03.06 Equity Appraisal Adjustements - (36,861)
2.03.09 Minority Interests 83,788 82,455
PAGE: 11 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Consolidated Financial Statements – Statement
of Income (Thousands of Reais)
Account Code
Account Description
Current Quarter
from 07/01/2015
to 09/30/2015
Current Year
Accumulated from
01/01/2015 to 09/30/2015
Equal Previous
Year Quarter
from 07/01/2014
to 09/30/2014
Previous Year
Accumulated from
01/01/2014 to 09/30/2014
3.01 Revenue from Goods Sold and/or Services Provided 365,971 1,053,542 353,768 1,429,845
3.02 Cost of Goods and/or Services Sold (310,550) (911,583) (247,556) (1,181,938)
3.03 Gross Profit 55,421 141,959 106,212 247,907
3.04 Operating Income/Expenses (28,564) (152,286) 27,795 (30,798)
3.04.02 General and Administrative Expenses (15,239) (63,619) (25,626) (80,545)
3.04.02.01 Personnel and Management (4,372) (21,157) (5,723) (27,182)
3.04.02.02 Other Expenses (1,104) (3,030) (991) (4,298)
3.04.02.03 Outsourced Services (7,973) (32,247) (15,911) (41,318)
3.04.02.04 Depreciation and Amortization (830) (2,471) (812) (2,382)
3.04.02.05 Leasing and Rentals (960) (4,714) (2,189) (5,365)
3.04.04 Other Operating Revenue 236 754 419,586 484,388
3.04.04.01 Sale of PGN (OGX Maranhão) - - (21,858) -
3.04.04.02 Gains on the Sale of Assets 236 754 400,222 442,359
3.04.04.03 Other - - 41,222 42,029
3.04.05 Other Operating Expenses (5,381) (9,216) (378,683) (404,578)
3.04.05.01 Unsecured liability (1,200) (3,407) 1,732 1,843
3.04.05.02 Provision for Investment Losses (170) (313) (17,888) (19,108)
3.04.05.03 Losses on the sale of assets (1,261) (8,403) (379,695) (381,090)
3.04.05.04 Losses for share interest 261 261 - -
3.04.05.05 Write-off of CCC Benefit - - 5,945 -
3.04.05.06 Other 435 6,092 (6,223) (6,223)
3.04.05.07 Adomp/CCEE Penalty - - 17,446 -
3.04.05.08 Loss for write-off of inventory (3,446) (3,446) - -
3.04.06 Equity in Income of Subsidiaries (8,180) (80,205) 12,518 (30,063)
3.05 Income Before Financial Income/Loss and Taxes 26,857 (10,327) 134,007 217,109
3.06 Financial Income (159,231) 133,838 (97,653) (356,488)
3.06.01 Financial Revenue 26,672 599,086 43,939 109,644
3.06.01.01 Positive Exchange Variance 891 29,958 1,393 26,882
3.06.01.02 Short-term Investments 14,599 31,213 9,474 20,782
3.06.01.03 Derivative Financial Instruments - 6,560 11,678 16,109
3.06.01.04 20% Discount RJ 50 489,344 - -
3.06.01.05 Other Financial Revenue 1,049 6,676 8,807 10,698
3.06.01.06 Interests on Loans 10,083 35,335 12,587 35,173
3.06.02 Financial Expenses (185,903) (465,248) (141,592) (466,132)
3.06.02.01 Negative Exchange Variance (35,767) (95,717) (14,070) (30,274)
3.06.02.02 Derivative Financial Instruments - (2,348) - (4,124)
3.06.02.03 Debenture Interest/Cost (23) (74) (74) (470)
3.06.02.05 Charges of debts (128,149) (320,800) (118,482) (402,064)
3.06.02.06 Other Financial Expenses (21,964) (46,309) (8,966) (29,200)
3.07 Earnings Before Tax on Net Income (132,374) 123,511 36,354 (139,379)
3.08 Income and Social Contribution Taxes on Profit 18,190 46,062 (7,252) (12,528)
3.08.01 Current 187 (18) 3,490 944
3.08.02 Deferred 18,003 46,080 (10,742) (13,472)
3.09 Net Earnings from Continued Operations (114,184) 169,573 29,102 (151,907)
3.10 Net Earnings from Discontinued Operations - (36,861) - -
3.10.01 Income/Net Loss from Discontinued Operations - (36,861) - -
3.11 Consolitated Income/Loss for the Period (114,184) 132,713 29,102 (151,907)
3.11.01 Attributed to Partners of the Parent Company (113,930) 128,710 29,061 (155,150)
3.11.02 Attributed to Minority Partners (254) 4,003 41 3,243
PAGE: 12 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Consolidated Financial Statements – Comprehensive
Statement of Income (Thousands of Reais)
Account Code
Account Description
Current Quarter from 07/01/2015 to
09/30/2015
Current Year Accumulated
from 01/01/2015 to
09/30/2015
Equal Previous Year Quarter from 07/01/2014 to
09/30/2014
Previous Year
Accumulated from
01/01/2014 to 09/30/2014
4.01 Consolitated Net Income for the Period (114,184) 132,712 29,103 (151,906)
4.02 Other Comprehensive Income - (36,861) 2,236 121
4.02.01 Accumulated Translation Adjustments - - 3,585 3,585
4.02.03 Effective portion of the changes in fair value of cash flow hedges - hedge accounting - (49,394) (2,044) (5,248)
4.02.04 Deferred income and social contribution taxes - hedge accounting
- 12,533 695 1,784
4.03 Consolitated Comprehensive Income for the Period (114,184) 95,851 31,339 (151,785)
4.03.01 Attributed to Partners of the Parent Company (113,930) 91,848 31,297 (155,028)
4.03.02 Attributed to Minority Partners (254) 4,003 42 3,243
PAGE: 13 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Consolidated Financial Statements / Statement of Cash Flows –
Indirect Method (Thousands of Reais)
Account Code
Account Description
Current Year
Accumulated from
01/01/2015 to 09/30/2015
Previous Year
Accumulated from
01/01/2014 to 09/30/2014
6.01 Net Cash Operating Activities 58,295 (1,677)
6.01.01 Cash Provided by Operating Activities 215,600 119,725
6.01.01.01 Loss for the Period 86,650 (139,378)
6.01.01.02 Depreciation and Amortization 130,154 132,696
6.01.01.03 Equity in Income of Subsidiaries 80,205 30,063
6.01.01.04 Operations with Derivative Financial Instruments (4,212) (11,985)
6.01.01.05 Stock Options Awarded - 1,635
6.01.01.07 Investment Loss 49,023 19,108
6.01.01.08 Provision for Unsecured Liabilities 3,407 (1,843)
6.01.01.09 Provision for Disassembly - (2,266)
6.01.01.13 Debenture Interest/Cost 65,833 470
6.01.01.14 Fair Value of Debentures (489,344) -
6.01.01.15 Interest on Loans and Related Parties 254,252 155,977
6.01.01.16 Other Income / Expenses 39,632 -
6.01.01.18 Other - (64,752)
6.01.02 Changes in Assets and Liabilities (138,502) (125,687)
6.01.02.01 Other Advances (8,534) 804
6.01.02.02 Prepaid Expenses (15,796) (24,441)
6.01.02.03 Accounts Receivable 70,389 (14,288)
6.01.02.05 Recoverable taxes (23,033) (8,225)
6.01.02.06 Inventories 6,992 15,927
6.01.02.09 Taxes, Duties and Contributions (3,708) (18,032)
6.01.02.10 Trade Payables (2,151) (116,193)
6.01.02.11 Provisions and Payroll Charges (3,147) (3,244)
6.01.02.12 Accounts Payable 3,118 (22,628)
6.01.02.13 Subsidies Receivable - CCC - 14,272
6.01.02.14 Debts / Credits related parties (162,632) 50,361
6.01.03 Other (18,803) 4,285
6.01.03.02 Other Assets and Liabilities (18,803) 4,285
6.02 Net Cash Investment Activities 95,926 1,063,898
6.02.01 Acquisition of PPE and intangible assets (134,432) (170,876)
6.02.04 Capital Contribution / AFAC in Investments 6,770 (424,969)
6.02.05 Cash derived from sale of Property, plant and equipment and Intangible assets - 61,269
6.02.07 Debt to Related Parties (10,864) (287,132)
6.02.08 Dividends 526 -
6.02.09 Contractual Retentions (16,295) (64,283)
6.02.10 Secured Deposits (49,779) 28,096
6.02.11 Effect on PPE Pecém II (Available-for-Sale) - 1,921,793
6.02.12 Assets Intended for Sale 300,000 -
6.03 Net Cash Financing Activities (56,834) (1,132,469)
6.03.01 Financial Instruments - (4,124)
6.03.03 Advance for Future Capital Increase - AFAC - 174,774
6.03.04 Amortizations of Principal (56,834) (353,898)
6.03.07 Obtaining Financings - 180,000
6.03.09 Effect on Loans Pecém II (Available-for-Sale) - (1,123,401)
6.03.10 Issue (payment) of Debentures - (5,820)
6.05 Increase (Decrease) in Cash and Cash Equivalents 97,387 (70,248)
6.05.01 Opening Balance of Cash and Cash Equivalents 157,318 277,583
6.05.02 Closing Balance of Cash and Cash Equivalents 254,705 207,335 PAGE: 14 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Consolidated Financial Statements - Statements of Changes in Shareholders’ Equity - 01/01/2015 to 09/30/2015 (Thousands of Reais)
Account Code Account Description Paid-in Share
Capital
Capital Reserve, Options
Awarded and Shares at Treasury
Profit Reserves
Accumulated Profits or
Losses
Other Comprehensive
Income
Shareholder’s
Equity
Minority Interest
Consolitated Shareholder’s
Equity
5.01 Openning Balances 4,707,088 350,771 - (3,885,741) (36,861) 1,135,257 82,455 1,217,712
5.03 Adjusted Openning Balances 4,707,088 350,771 - (3,885,741) (36,861) 1,135,257 82,455 1,217,712
5.04 Capital Transactions with Partners - 209 - 126 - 335 - 335
5.04.03 Options Granted Recognized - 209 - - - 209 - 209
5.04.09 Deferred Asset Adjustment - - - 126 - 126 - 126
5.05 Total Comprehensive Income - - - 128,709 36,861 165,570 1,333 166,903
5.05.02 Other Comprehensive Income - - - 128,709 36,861 165,570 1,333 166,903
5.05.02.01 Financial Instruments Adjustments - - - - 36,861 36,861 - 36,861
5.05.02.07 Loss for the Period - - - 128,709 - 128,709 4,003 132,712
5.05.02.08 Minority Interests - - - - - - (2,670) (2,670)
5.07 Closing Balances 4,707,088 350,980 - (3,756,906) - 1,301,162 83,788 1,384,950
PAGE: 15 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Consolidated Financial Statements - Statements of Changes in Shareholders’ Equity / DMPL -
01/01/2014 to 09/30/2014 (Thousands of Reais)
Account Code
Account Description Paid-in Share
Capital
Capital Reserve, Options
Awarded and Shares at Treasury
Profit Reserves
Accumulated Profits or
Losses
Other Comprehensive
Income
Shareholder’s Equity
Minority Interest
Consolitated Shareholder’s
Equity
5.01 Openning Balances 4,532,314 350,514 - (2,379,303) (53,284) 2,450,241 123,633 2,573,874
5.03 Adjusted Openning Balances 4,532,314 350,514 - (2,379,303) (53,284) 2,450,241 123,633 2,573,874
5.04 Capital Transactions with Partners 174,774 (28) - 1,823 - 176,569 - 176,569
5.04.03 Options Granted Recognized - (28) - - - (28) - (28)
5.04.09 Deferred Asset Adjustment - - - 1,823 - 1,823 - 1,823
5.04.10 Advance for Future Capital Increase - AFAC 174,774 - - - - 174,774 - 174,774
5.05 Total Comprehensive Income - - - (155,149) 1,663 (153,486) 3,481 (150,005)
5.05.02 Other Comprehensive Income - - - (155,149) 1,663 (153,486) 3,481 (150,005)
5.05.02.01 Financial Instruments Adjustments - - - - 5,248 5,248 - 5,248
5.05.02.04 Translation Adjustments in the Period - - - - (3,585) (3,585) - (3,585)
5.05.02.07 Loss for the Period - - - (155,149) - (155,149) 3,243 (151,906)
5.05.02.08 Minority Interests - - - - - - 238 238
5.07 Closing Balances 4,707,088 350,486 - (2,532,629) (51,621) 2,473,324 127,114 2,600,438
PAGE: 16 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Consolidated Financial Statements – Statement of Added Value (Thousands of Reais)
Account Code Account Description
Current Year Accumulated from
01/01/2015 to 09/30/2015
Previous Year Accumulated from
01/01/2014 to 09/30/2014
7.01 Revenue 1,429,923 (182,482)
7.01.01 Sales of Goods, Products and Services 1,171,569 1,598,175
7.01.02 Other Revenue 294,946 77,967
7.01.03 Revenue Relating to Construction of Company Assets (36,592) (1,858,624)
7.02 Consumables Acquired from Third Parties (622,096) (787,504)
7.02.02 Material, Electricity, Outsourced Services and Other (622,096) (787,504)
7.03 Gross Added Value 807,827 (969,986)
7.04 Retentions (130,154) (132,696)
7.04.01 Depreciation, Amortization and Depletion (130,154) (132,696)
7.05 Net Added Value Produced 677,673 (1,102,682)
7.06 Transferred Added Value 148,656 54,544
7.06.01 Equity in Income of Subsidiaries (80,205) (30,062)
7.06.02 Financial Revenue 527,235 31,481
7.06.03 Other (298,374) 53,125
7.06.03.01 Derivative Financial Instruments 6,560 16,109
7.06.03.02 Provision for Unsecured Liabilities (3,407) 1,843
7.06.03.06 Interests on Loans 35,334 35,173
7.06.03.08 Losses on Sales Operation (336,861) -
7.07 Total Added Value to be Distributed 826,329 (1,048,138)
7.08 Distribution of Added Value 826,329 (1,048,138)
7.08.01 Personnel 59,139 61,981
7.08.01.01 Direct Remuneration 33,276 32,220
7.08.01.02 Benefits 10,958 12,320
7.08.01.03 F.G.T.S. 14,905 17,441
7.08.02 Taxes, Duties and Contributions 72,453 181,803
7.08.02.01 Federal 72,453 174,899
7.08.02.02 State - 6,904
7.08.03 Interest Expenses 562,025 (1,140,016)
7.08.03.01 Interest 74 470
7.08.03.02 Rent 141,439 263,437
7.08.03.03 Other 420,512 (1,403,923)
7.08.03.03.01 Losses on Derivative Transactions 2,348 4,124
7.08.03.03.02 Advances to suppliers (36,592) (1,858,624)
7.08.03.03.03 Insurance 21,888 15,921
7.08.03.03.04 Exchange Variance 65,759 3,392
7.08.03.03.06 Financial Expenses 367,109 431,264
7.08.04 Interest Earnings 132,712 (151,906)
7.08.04.03 Withheld Income / Loss for the Period 128,709 (155,149)
7.08.04.04 Non-controlling Interests on Withheld Income 4,003 3,243
PAGE: 17 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Reports and statements / Fiscal council report or Equivalent body Not applicable.
PAGE: 23 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Reports and statements / Director's declaration on the Financial Statements In compliance with the provisions in Article 25 of Instruction nº 480/09, of December 7, 2009, the Management Board declares that it has revised, discussed and agreed relevant to the Quarterly Information (Company and Consolidated) the quarter ended September 30, 2015. Rio de Janeiro, November 12, 2015. Alexandre Americano (Chief Executive Officer) Ricardo Levy (Executive Vice President and Investor Relations Director)
PAGE: 24 of 25
ITR - Quarterly Information - 09/30/2015 - MPX ENERGIA SA Version : 1 Reports and statements / Director's declaration on Independent Auditors' Report
In compliance with the provisions in Article 25 of Instruction nº 480/09, of December 7, 2009, the Management Board declares that it has revised, discussed and agreed Declaration of Principles with the conclusion expressed in the Independent Auditors' relevant review report, dated November 12, 2015, relevant to the Quarterly Information (Company and Consolidated) the quarter ended September 30, 2015.
Rio de Janeiro, November 12, 2015. Alexandre Americano (Chief Executive Officer) Ricardo Levy (Executive Vice President and Investor Relations Director)
PAGE: 25 of 25
Quarterly Information Eneva S.A. – In Judicial Reorganization (Public Held Company) September 30 2015
With Independent Auditor's Report on the Financial Statements
2
Summary 1. Reporting Entity ................................................................................................................................................... 15
2. Licenses and Permits ........................................................................................................................................... 21
3. Interim Financial Statement .................................................................................... Erro! Indicador não definido.
4. Significant Account Policies ................................................................................................................................. 23
5. Critical accounting estimates and judgements ................................................................................................... 23
6. Cash and Cash Equivalents .................................................................................................................................. 23
7. Secures Deposits .................................................................................................................................................. 24
8. Accounts Receivables and Fuel Consumption Account ....................................................................................... 25
9. Inventories ............................................................................................................... Erro! Indicador não definido.
10. Recoverable and Deferred Taxes ....................................................................................................................... 27
11. Capital Expenditure ........................................................................................................................................... 30
12. Available for sale Assests and Discontinued Operations................................................................................... 35
13. Property, Plant and Equipment ......................................................................................................................... 37
14. Intangible Assests .............................................................................................................................................. 39
15. Related Parts ..................................................................................................................................................... 42
16. Loans and Financeing ........................................................................................................................................ 48
17. Taxes and Payable Contributions ...................................................................................................................... 56
18. Financial Instruments and Risk Management ................................................................................................... 56
19. Provision for Contingencies .............................................................................................................................. 64
20. Shareholders' Equity .......................................................................................................................................... 64
21. Earnings per share ............................................................................................................................................. 66
22. Share-based Remunaration Plan ....................................................................................................................... 66
23. Operating Revenue ............................................................................................................................................ 69
24. Costs and Expenses by nature ........................................................................................................................... 70
25. Financial Results ................................................................................................................................................ 71
26. Commitments .................................................................................................................................................... 72
27. Insurance Coverage ........................................................................................................................................... 75
28. Operating Segments .......................................................................................................................................... 75
29. Subsequent Events ............................................................................................................................................ 83
3
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION Statements of Financial Position
Quarterly Information of 3rd ITR2015
(In thousands of Reais - R$)
Parent Company Consolitated
Note 30/09/2015 31/12/2014 30/09/2015 31/12/2014
Assets Current Cash and cash equivalents 6 142.028 72.502 254.705 157.318 Securities 7 - - - - Trade accounts receivable 9 - - 234.459 304.848 Subsidies receivable - Fuel Consumption Account 9 - - - - Inventories 10 - - 88.747 99.185 Prepaid expenses 6 3 60.125 42.081 Recoverable taxes 11 20.441 12.255 37.933 32.354 Gain on derivatives 19 - - - - Other advances 7.284 1.712 17.414 8.880 Dividends receivable 8 1.802 - 172 Secured deposits 8 33.700 41 33.700 41 Other current assets - 300.000 - 300.000 Noncurrent assets for sale 12 - 300.000 - 300.000 205.260 386.513 727.253 944.708 Noncurrent
Long-term Prepaid expenses 1.573 786 4.527 6.774 Secured deposits 8 - 78.191 62.070 Subsidies receivable - Fuel Consumption Account 9 - - - Recoverable tax 11 44.639 33.237 55.030 37.575 Deferred income and social contribution tax 11 - - 269.100 219.713 Loan with subsidiaries 15 752.745 691.287 295.639 284.774 Accounts receivable from other related parties 15 - 62.627 5.729 63.970 Accounts receivable from subsidiaries 15 75.112 44.143 70.904 20.492 AFAC to subsidiaries 15 188.980 248.000 19.480 26.250 Advance for future capital increase – with subsidiaries 15 - - - - Gain on derivatives 17 21.122 21.122 21.122 21.122 Other accounts receivable 2 2 2 2 1.084.173 1.101.204 819.724 742.743 Capital expenditure 12 2.120.106 2.228.139 667.214 733.927
Property, plant and equipment. 13 11.070 11.238 4.397.029 4.423.468 Intangible assets 14 3.265 2.876 189.420 199.572 3.423.875 3.729.972 6.800.641 7.044.418
4
Statements of Financial Position Quarterly Information of 3rd ITR2015
(In thousands of Reais - R$)
Parent Company Consolitated Note 30/09/2015 31/12/2014 30/09/2015 31/12/2014
Liabilities Current Trade payables 11.660 11.737 147.633 149.785 Loans and financing 16 - 2.199.149 826.307 3.289.195 Debentures - - - - Taxes and contributions payable 18 2.029 1.602 23.408 27.116 Social and labor obligations 3.876 6.742 11.787 14.934 Contractual retention 13 - - 4.650 20.945 Profit sharing - 9.749 - 16.592 Dividends payable - - 699 - Other liabilities 91 91 104.462 101.344 17.655 2.229.071 1.118.945 3.619.909 Noncurrent Loans and financing 16 2.048.871 182.749 4.131.002 1.874.502 Debts with other related parties 15 37.328 171.595 150.414 320.875 Debentures 17 - - - - Provision for unsecured liabilities 12 11.225 3.541 1.045 442 Deferred income and social contribution taxes 11 - - 14.286 10.978 Provision for disassembly 13 - - - - 2.097.424 357.885 4.296.746 2.206.797 Shareholder’s equity Capital 21 4.707.088 4.707.088 4.707.088 4.707.088 Capital reserve 23 350.980 350.771 350.980 350.771 Equity appraisal adjustements 21 - (36.861) 0 (36.861) Accumulated losses 21 (3.749.273) (3.877.982) (3.756.907) (3.885.741) Shareholders' equity attributable to controlling shareholders 1.308.795 1.143.016 1.301.162 1.135.256 Minority interests - - 83.788 82.455 Total shareholders’ equity 1.308.795 1.143.016 1.384.949 1.217.712 3.423.875 3.729.972 6.800.641 7.044.418
5
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION ENEVA S.A.
(Public held company)
Statments of income
Quarterly Information of 3rd ITR2015
Parent Company Consolitated
Note 30/09/2015 30/09/2014 30/09/2015 30/09/2014
Revenue from goods sold and services provided 24 - - 1.053.542 1.429.845
Cost of goods and/or services sold 25 - - (911.583) (1.181.938)
Gross profit - - 141.958 247.907
Operating Income/Expenses 25 (293.585) (27.452) (152.286) (30.799)
General and Administrative (42.731) (60.908) (63.620) (80.546)
Personnel and management (17.681) (22.742) (21.157) (27.182)
Other expenses (1.857) (2.547) (3.030) (4.298)
Outsourced Services (16.790) (28.995) (32.247) (41.318)
Depreciation and Amortization (1.918) (1.720) (2.471) (2.382)
Leasing and Rentals (4.484) (4.904) (4.714) (5.365)
Other operating revenue 60 442.010 754 484.388
Sale of PGN (OGX Maranhão) - 21.858 - 21.858
Sale Pecém I - 419.303 - 419.303
Gains on the sale of assets 60 848 754 43.227
Other operating expenses (27.480) (380.199) (9.216) (404.578)
Unsecured Liability (8.016) 1.583 (3.407) 1.843
Losses on the sale of assets (7.050) (1.618) (8.403) (1.895)
Provision for investment losses (313) (1.251) (313) (560)
Write-off of CCC Benefit - - 261 (5.945)
Adomp/CCEE Penalty - - 6.092 (17.446)
Sale Pecém I - (378.913) - (378.913)
Provision for investment losses - Impairment (11.307) - - - Provision for inventory losses - - (3.446) -
Other (793) (0) - (1.662)
Equity in income of subsidiaries (223.434) (28.355) (80.205) (30.063)
Income before financial income/loss and taxes (293.585) (27.452) (10.328) 217.108
Financial income 26 459.155 (127.696) 133.838 (356.488)
Financial revenue 619.282 133.467 599.086 109.644
Positive Exchange Variance 24.604 23.716 29.958 26.882
20% discount on RJ debt 489.344 (0) 489.344 (0)
6
Short-term investments 14.474 8.973 31.213 20.783
Derivative financial instruments 6.560 16.109 6.560 16.109
Interests on Loans 81.392 83.979 35.335 35.173
Ohter financial revenue 2.909 689 6.676 10.698
Financial expenses (160.127) (261.163) (465.248) (466.131)
Negative Exchange Variance (95.218) (29.143) (95.717) (30.274)
Derivative financial instruments (2.348) (4.124) (2.348) (4.124)
Debenture Interest/Cost (74) (470) (74) (470)
Debt charges (60.784) (221.766) (320.800) (402.064)
Other financial expenses (1.703) (5.661) (46.309) (29.200)
Earnings before tax on net income 165.570 (155.149) 123.511 (139.379)
Income and social contribution taxes on profit 18 - - 46.062 (12.528)
Current - - (18) 944
Deferred charges - - 46.080 (13.472)
Consolidated Net Earnings from Continued Operations 165.570 (155.149) 169.573 (151.907)
Discontinued operations
Loss in discontinued operations - Sale Pecém I (36.861) - (36.861) -
Net income/Loss for the year 128.709 (155.149) 132.712 (151.907)
- -
Attributed to Partners of the Parent Company 128.709 (155.149) 128.709 (155.149)
Attributed to Minority Partners - - 4.003 3.243 Income/ Loss per Share - - Basic and diluted loss per share (R$) 22 0,15321 (0,18468) 0,15797 (0,18082)
7
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION Statements of comprehensive income Quarterly Information of 3rd ITR2015 (In thousands of Reais - R$) Parent Company Consolitated
30/09/2015 30/09/2014 30/09/2015 30/09/2014
Loss for the Year 128.709 (155.149) 132.712 (151.906)
Accumulated Translation Adjustments - 3.585 - 3.585
Equity Valuation Adjustments: (36.861) (5.248) (36.861) (5.248)
Effective portion of the changes in fair value of cash flow hedges - hedge accounting (49.394)
(7.032) (49.394)
(7.032)
Deferred income and social contribution taxes - hedge accounting 12.533
1.784 12.533
1.784
Total comprehensive income 91.848 (160.397) 95.851 (153.569)
Comprehensive Income for the Period 91.848 (160.397) 95.851 (153.569)
Noncontrolling shareholders - - 4.003 3.243
Controlling shareholders 91.848 (160.397) 91.848 (156.812)
Total comprehensive income 91.848 (160.397) 95.851 (153.569)
8
Statements of cash flows
Quarterly Information of 3rd ITR2015
(In thousands of Reais - R$) Parent Company Consolitated
30/09/2015 30/09/2014 30/09/2015 30/09/2014
Cash flows from operating activities Loss for the Year 128.709 (155.149) 86.650 (139.378)
Adjustments to reconcile loss to cash flow from operating activities:
Depreciation and amortization 1.918 1.720 130.154 132.696
Operations with derivative financial instruments (4.212) (11.985) (4.212) (11.985)
Stock options awarded - 1.635 - 1.635
Provision for disassembly - - - (2.266)
Equity in income of subsidiaries 234.741 28.355 80.205 30.063
Provision for unsecured liabilities 8.016 (1.583) 3.407 (1.843)
Income from sales/write-off of investments 44.225 1.251 49.023 19.108
Debenture Interest/Cost and Exchange variance 70.689 470 65.833 470
Conditional discount - effect of Judicial Reorganization (489.344) - (489.344) -
Interest from loans - related parties (35.082) 114.313 254.252 155.977
Other Income / Expenses (1.205) - 39.632 -
Other - 440 - (64.752)
(41.545) (20.533) 215.600 119.725
Changes in assets and liabilities Other Advances (5.571) 122 (8.534) 804
Prepaid Expenses (789) 48 (15.796) (24.441)
Accounts Receivable - - 70.389 (14.288)
Taxes Recoverable/Deferred (19.589) (8.650) (23.033) (8.225)
Inventories - - 6.992 15.927
Taxes and contributions 426 186 (3.708) (18.032)
Trade payables (77) 680 (2.151) (116.193)
Provisions and payroll charges (2.867) (2.707) (3.147) (3.244)
Accounts Payable - - 3.118 (22.628)
Subsidies receivable - CCC - - - 14.272
Debts / Credits with related parties (109.966) 117.580 (162.632) 50.361
Other Assets and Liabilities (10.082) (7.380) (18.803) 4.285
(148.513) 99.879 (157.307) (121.403)
Net cash used in operating activities (190.058) 79.346 58.293 (1.678)
Cash flows produced by investment activities Acquisition of PPE and intangible assets (1.892) (856) (134.432) (170.876)
Advance for Future Capital Increase - AFAC (5.015) - - -
Change in Investments 64.035 (196.133) 6.770 (424.969)
Cash derived from sale of Property, plant and equipment and Intangible assets - - - 61.269
Debt to related parties (61.459) 33.648 (10.864) (287.132)
Dividends receivable (1.802) - 526 -
Secured deposits (33.659) (10.285) (66.074) (36.187)
Effect on Property, plant and equipment Pecém II (Available-for-Sale) - - - 1.921.793
Assets Intended for Sale 300.000 - 300.000 -
9
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION Net cash used in investment activities 260.208 (173.626) 95.926 1.063.899
Cash flows from financing activities Loans obtained - 185.420 - 180.000
Payment of principal on loans (625) (242.000) (56.834) (353.898)
Gain (loss) on settled financial instruments - (4.124) - (4.124)
Capital increase - 174.774 - -
Advance for Future Capital Increase - AFAC - - - 174.774
Effect on Loans Pecém II (Available-for-Sale) - - - (1.123.401)
Debenture settlement - (5.820) - (5.820)
Net cash provided by (used in) financing activities (625) 108.250 (56.834) (1.132.469)
Exchange Variance on Cash and Cash Equivalents - - - -
Increase / (Decrease) in cash and cash equivalents 69.525 13.970 97.386 (70.248)
Increase (decrease) in cash and cash equivalents
At beginning of year 72.502 110.156 157.318 277.583
At end of year 142.028 124.126 254.705 207.335
10
Statements of changes in shareholders’ equity Quarterly Information of 3rd ITR2015
(In thousands of Reais - R$)
Parent Company
Paid-in share
capital
Capital Reserve
and Options
Awarded Profit
Reserves
Other Comprehensive Income
Accumulated losses
Total liabilities
and sharehold
ers’
equity
Balance at December 31, 2013 4.532.314 350.514 - (53.284) (2.360.800) 2.468.744
Loss for the year - - - - (155.149) (155.149)
Transactions with shareholders:
Capital increase 174.774 - - - - 174.774
Options Granted Recognized - (29) - - - (29)
Other comprehensive income:
Translation adjustment in the year - - - (3.585) - (3.585)
Financial Instrument Adjustments - - - 5.248 - 5.248
Balance at September 30, 2014 4.707.088 350.486 - (51.620) (2.515.949) 2.490.005
Balance at December 31, 2014 4.707.088 350.771 - (36.861) (3.877.982) 1.143.016
Loss for the year - - - - 128.709 128.709
Transactions with shareholders: Stock options granted by the Company - 209 - - - 209
Other comprehensive income:
Financial Instrument Adjustments - - - 36.861 - 36.861
Balance at September 30, 2015 4.707.088 350.980 - - (3.749.273) 1.308.795
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QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
Statements of changes in shareholders’ equity Quarterly Information of 3rd ITR2015 (In thousands of Reais - R$)
Consolitated
Paid-in share
capital
Capital Reserve
and Options
Awarded
Other Comprehensive Income
Accumulated losses
Total liabilitie
s and sharehol
ders’
equity Minority interests
Total liabilitie
s and sharehol
ders’
equity Balance at December 31, 2013 4.532.314 350.514 (53.284) (2.379.303) 2.450.242 123.633 2.573.874
Loss for the year: - - - (155.149) (155.149) 3.243 (151.906)
Capital Transactions with Partners:
Capital increase 174.774 - - - 174.774 - 174.774
Options Granted Recognized - (28) - - (28) - (28)
Deferred Asset Adjustment - - - 1.823 1.823 - 1.823 Advance for Future Capital Increase - AFAC -
Other comprehensive income: Translation adjustment in the year - - (3.585) - (3.585) - (3.585) Financial Instrument Adjustments - - 5.248 - 5.248 - 5.248
Minority Interests - - - - - 238 238
Balance at September 30, 2014 4.707.088 350.486 (51.620) (2.532.629) 2.473.325 127.113 2.600.438
Balance at December 31, 2014 4.707.088 350.771 (36.861) (3.885.741) 1.135.257 82.455 1.217.712
Net income for the year: - - - 128.709 128.709 4.003 132.712
Capital Transactions with Partners: Stock options granted by the controlling shareholder - 209 - - 209 - 209
12
Deferred Asset Adjustment - - - 126 126 - 126
Minority Interests - - - - - (2.670) (2.670)
Other comprehensive income: Financial Instrument Adjustments - - 36.861 - 36.861 - 36.861
Balance at September 30, 2015 4.707.088 350.980 0 (3.756.906) 1.301.162 83.788 1.384.950
13
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
Statements of added value
Quarterly Information of 3rd ITR2015
(In thousands of Reais - R$)
Parent Company Consolitated
30/09/2015 30/09/2014 30/09/2015 30/09/2014
Revenue 291.904 417.282 1.429.923 234.565
Sales of goods, products and services - - 1.171.569 1.598.175
Other revenue - 417.282 294.945 458.412
Revenue relating to construction of company assets 291.904 - (36.592) (1.822.023)
Consumables acquired from third parties (including ICMS and IPI) (18.188) (30.752) (622.096) (787.504)
Material, electricity, outsourced services and other (18.188) (30.752) (622.096) (787.504)
Gross Added Value 273.716 386.530 807.827 (552.939)
(1.918) (1.720) (130.154) (132.696)
Depreciation, Amortization and Depletion (1.918) (1.720) (130.154) (132.696)
Net Added Value Produced 271.797 384.810 677.673 (685.635)
Transferred Added Value 15.060 (274.077) 148.656 (302.512)
Equity in income of subsidiaries (234.741) (28.355) (80.205) (30.063)
Financial revenue 506.727 9.662 527.234 31.481
Other (256.926) (255.384) (298.374) (303.930)
Derivative financial instruments 6.560 16.109 6.560 16.109
Provision for investment devaluation - 1.583 - -
Provision for unsecured liabilities (8.016) - (3.407) 1.843
Sale of PGN (OGX Maranhão) - 21.858 - 21.858
Sales on Operation of Pecém I and II (336.861) (378.913) (336.861) (378.913)
Interests on Loans 81.392 83.979 35.335 35.173
Total Added Value to be Distributed 286.857 110.733 826.329 (988.147)
Distribution of added value 286.857 110.734 826.329 (988.147)
Personnel 17.681 22.742 59.139 61.981
Direct remuneration 14.826 13.800 33.276 32.251
Benefits (2.825) 1.427 10.958 12.289
FGTS and Contributions 5.680 7.515 14.904 17.441
Other -
14
Taxes, Duties and Contributions 230 392 72.453 181.803
Federal 230 392 72.453 174.899
State - 6.904
Interest Expenses 140.237 242.749 562.025 (1.080.024)
Interest 74 470 74 470
Rent 4.484 4.904 141.439 263.436
Other 135.678 237.375 420.512 (1.343.931)
Losses on derivative transactions 2.348 4.124 2.348 4.124
Advances to suppliers - - (36.592) (1.822.023)
Insurance 229 398 21.888 15.921
Exchange variance 70.614 5.427 65.759 3.392
Financial expenses 62.487 - 367.109 431.264
CCEE Penalty - 227.427 - 17.446
Write-off of CCC Benefit - - - 5.945
Interest earnings 128.709 (155.149) 132.712 (151.906)
Profit withheld / Loss for the year 128.709 (155.149) 128.709 (155.149)
Loss for the year attributed to noncontrolling shareholders - - 4.003 3.243
15
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION Accompanying Notes to the Quarterly Information
(In thousands of reais – R$, unless stated otherwise)
1. Reporting Entity MPX Energia S.A. ("Company") was founded on April 25, 2001 and it is headquartered in Rio de Janeiro An Extraordinary General Meeting held on September 11, 2013 approved the decision to change the Company's name to Eneva S.A. Its core activity is the generation of electricity through the development of a diversified portfolio of sources, including mineral coal, natural gas and renewable sources. The Company has a diversified portfolio of projects, including thermal power plants in Brazil, in addition to renewable energy projects, such as solar and wind energy. In order to integrate its operations, the Company is also a shareholder in a natural gas production and exploration project in Brazil, which supplies gas to plants built by the company in Maranhão. The company participates as a quota holder or shareholder of the companies that implement these projects and certain projects will be implemented in partnership with other players in the energy sector. These projects were primarily funded through funds obtained under the Company's public share offering made on December 14, 2007 and January 11, 2008 (supplementary batch), amounting to R$ 2,035,410, in addition to financing and the issuance of 21,735,744 convertible debentures on June 15, 2011 amounting to R$ 1,376,527. 21,653,300 debentures were converted on May 24, 2012, triggering the issuance of 33,255,219 new shares, because of the corporate reorganization implemented by the Company. On March 28, 2013 the controlling shareholder of MPX Energia S.A., Mr. Eike Fuhrken Batista, entered into an investment agreement with E.ON SE consisting of the following events:
(a) On May 29, 2013, E.ON acquired some Company shares held by Eike Fuhrken Batista accounting for approximately 24.5% of the share capital.
(b) On the date the shares were acquired, E.ON and Eike Batista entered into a new shareholders' agreement,
which regulated the exercising of voting rights and restrictions on the transfer of shares held by them.
(c) In August 2013 a private capital increase was concluded of approximately R$ 800 million, with a subscription price fixed at R$ 6.45 per share.
(d) During a board meeting held on April 30 2015, the shareholders approved the sale of Porto do Pecém
Geração de Energia S.A and Judicial Recovery Plan. Further details on the progress of the Judicial Reorganization process can be found in the following section.
16
As shown in the table below, on September 2015, the economic group ("Group" or "Company") includes the Company and its equity interests in associated companies, direct and indirect subsidiaries, joint ventures and the Multimercado FICFI RF CP Eneva investment fund; for further details about the subsidiaries see Note 12:
* Joint subsidiary. ** Associated Company.
17
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION The Company took out a short-term debt to finance its operations in 2012, 2013 and 2014. Within the scope of
the 2015 projects, we faced short and long-term debt restructuring as shown below:
Restructuring of Itaqui long-term debt, providing a 6-month grace period for the interest and 24 for the principal. Amendment signed and currently taken into effect.
18 month debenture issuance in Parnaíba III of R$ 120 million.
Lengthening of short-term debt for the Parnaíba I venture for a total term of 18 months and grace period for principal of 6 months. Amendment signed with Bradesco and Itaú Banks.
Restructuring of Pecém II long-term debt, providing a 6-month grace period for the interest and 21 for the principal. Amendment signed and currently taken into effect.
Bridge loan rolling of Parnaíba II and BNDES board approval for long-term loan agreement via Itaú Unibanco S.A scheduled for early October.
From September 30, 2015, all consolidated loans maturing in the next 12 months can be summarized as follows:
Within 3 months: R$ 39.5 million.
Between 3 and 6 months: R$ 30.4 million.
Between 6 and 9 months: R$ 726.7 million, including part of Parnaíba II debt R$696.3 million, which will be extended in the coming months.
Between 9 and 12 months: R$32.9 million.
The short-term debts in force in December 2013 were taken out to finance part of the investments made and to meet working capital requirements. In addition, the Company was able to roll forward its short-term debts to June 30 2016. It could also acquire BNDES board approval for a long-term loan agreement via Itaú Unibanco S.A and it is mainly considering the following events in its business plan:
o Long-term financing of R$ 960 million. In addition to the financial restructuring of certain projects, as described above, the Company is also working to restructure its own short-term debt. The judicial reorganization plan approved in April 2015 and ratified by court on May 12 2015, includes a significant reduction of the holding company's debt, in addition to the lengthening of the debt that remains. These measures are extremely important in order to bolster the capital structure and create the means necessary to permit a significant reduction in its leverage and therefore guarantee its long-term sustainable survival. Having met all the conditions, the final phase of the Judicial Reorganization Plan, the Company capital increase was approved at the shareholders' meeting on August 26, 2015, (capital increase approval is scheduled to happen in early November). Due to the approval of the capital increase, Eneva will be able to strengthen its capital structure and receive assets that contribute to the generation of revenue for the company.
18
The judicial reorganization proceeding On December 9, 2014 ENEVA S.A and its subsidiary Eneva Participações S.A. – In Judicial Reorganization filed for judicial recovery in the courts of the city of Rio de Janeiro. The decision was made in order to maintain suitable cash conditions to keep the company running properly. Overall, it has seen continued improvement in operating indicators. The Plan is designed to enable Eneva and Eneva Participações to weather their economic and financial crisis, implement other necessary operational reorganization measures, and protect direct and indirect jobs and the rights of Creditors and shareholders. The seven power stations operated by the company have not been included in the petition, which applies only to ENEVA S.A. and its subsidiary ENEVA Participações S.A. The decision to file for judicial recovery came after a standstill agreement with financial institutions expired on November 21, 2014 it and was not renewed. Under the expired agreement, the banks agreed to suspend interest and principal payments on ENEVA's financial debt. Judicial recovery protects the company and its operations from paying current debt, allowing discussions with creditors to continue as the company prepares a judicial recovery plan for submission within 60 days of acceptance of the application. On December 16, 2014, the judge of the 4th Business Court of the City of Rio de Janeiro accepted the petition for judicial recovery of the company and its subsidiary, ENEVA Participações S.A. The court appointed Deloitte Touché Tohmatsu as trustee. After extensive negotiations, the vast majority approved the Judicial Reorganization Plan between the Company and its creditors during a meeting held on April 30, 2015 and the recovery was ratified on Court on May 12, 2015. At the same meeting, there was the sale approval of 50% of the company's share in Porto do Pecém Geração de Energia S.A. project (by the amount of R$ 300 million), which will provide considerable support for the Company both in the short and long run. General overview of the Reorganization Measures Plan Objective – The plan aims at the full financial recovery of Eneva and and its subsidiary Eneva Participações so that they can overcome the economic-financial crisis and adopt measures towards the operational reorganization in order to keep all direct and indirect jobs, as well as the rights of shareholders and investors. Restructuring of Loans – In order to accomplish the Recoverees' ultimate financial and operational objectives, the Company and its subsidiaries need to go through some loan restructuring, such as (i) the reduction of R$250,000,00 (two hundred and fifty thousand reais), that should be paid according to items 5.3.1 or 5.4.1 by Unsecured Creditors; (ii) the mandatory cutback of 20% or 15% of all Unsecured Loans, by applying a discount (in other words, the cancellation) on the amount of each Unsecured Loan that surpasses R$250,000,00 (two hundred and fifty thousand reais) already paid in accordance with items 5.3.2 or 5.4.2; (iii) mandatory reduction of 40% or 55% off all Unsecured Loans on the amount that exceeds R$250,000,00 (two hundred and fifty thousand reais) paid earlier, by means of Credit Capitalization according to items 5.3.3 or 5.4.3; and (iv) re-profiling of any Remain Balance of Unsecured Loans in accordance with items 5.3.4 or 5.4.4, among other measures set out in this Plan. Re-profiling of the liabilities of the Group operating companies. - Parallel to this Plan, the Recoverees assure they will use their best efforts to renegotiate with creditors, that are not part of the Reorganization Plan, new terms and conditions in order to order to match the settlement of each company's liabilities with its operational cash flow.
19
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION Optimization of capital structure and balance sheet - Through Capital Increase – Eneva will undertake a capital
increase and secure New Financing to strengthen its capital structure and balance sheet, reduce indebtedness and obtain assets that will help improve cash flows and/or its strategic position. Eneva will promote capital increase by issuing New Shares to shareholders, unsecured, BPMB shareholders, Petra (and /or Petra successors in Paranaíba III or Petra Assets) and possible investors, and fully paid shares by (i) Contribution in Kind, (ii) Loan Capitalization, (iii) Asset subscription according to the policy forecast in this Plan.
Corporate Restructuring -The Recoverees may additionally undertake a corporate reorganization of Eneva Group as required supporting the continuing development of its operations as redesigned within the Judicial Recovery process and in accordance with the business plan deriving from implementation of the Plan. Considering that this corporate restructuring will be made under Capital Increase, the fulfillment of this plan and the best interest of the Recoverees, Creditors and the Judicial Reorganization success, it may be carried out without prior approval from creditors, if all legal, regulatory and contractual provisions are observed. However, until the approval of the Capital Increase, any other corporate restructuring with a purpose other than the completion of the Capital Increase will depend on the approval of Simple Majority. Progress of the Recovery Plan On May 12, 2015, the judge of the 4th Business Court of the City of Rio de Janeiro approved the petition for judicial recovery of the company and its subsidiary, ENEVA Participações S.A that had been approved by the Board of Directors on April 30 2015. On May 15th 2015, according to the Material Fact published on December 9th 2014, the Company informed to its shareholders and the market that on this date, it has completed the sale of entire equity interest of ENEVA at Porto do Pecém Geração de Energia S.A. "Pecém I" in favor of EDP - Energias do Brasil S.A., having met all business procedures. On this date, the company received the payment of R$300 million for the sale transaction. These funds will be used to bolster the Company's cash position, especially during the judicial recovery period. It is worth mentioning that the rate value was less than the carrying value and the loss effects on the recoverable amount were accounted in December 2014 due to the classification of the asset as available for sale. In June, the Company paid R$ 250,000 to all Unsecured Creditors. The amount of R $ 250,000.00 was paid in full without discount to each Unsecured Creditor, limited to the amount of each Unsecured Loan, in two installments, without monetary restatement and interest, as follows: (i) 50% was paid on the 30th day after the Approval of the Judicial Recovery Plan and (ii) 50% will be paid on the 30th day after the Approval of the Capital Increase. The plan approval involves the reduction of 20% of the Unsecured Loan in the amount that exceeds R$ 250,000.00 paid as mentioned above. The payment is entitled to a discount, in other words, there is a partial cancellation of the Unsecured Credit. Thus, the discount has all the conditions required for its recognition. It should be noted that the understanding of the amount discounted arises due to the impossibility of reversing the conditions determined upon the Plan approval on May 12, 2015, even in the event of non-fulfillment of the precedent conditions and because of that the Company has reduced these liabilities in return in the amount of R $ 489,294. The reduction of 40% of the Unsecured Loans by the capitalization of the Unsecured Credit and the debt re-profiling, among other measures stated in the Judicial Recovery Plan are subject to Precedent Conditions. The precedent conditions that need to be fulfilled so that the all the provisions can also be met are listed below:
20
(i) Absolute and irrevocable commitment of Paranaíba II creditors to extend the maturity of the debts and the proposal of a new schedule with maturity date on June 30, 2017 and with all the compensation interest rates not being higher than those in force;
(ii) The achievement of - from the counterparties in financial contracts with the Recoveree subsidiaries - consent, authorization, approval and/or waiver for the right to end, without demanding any rights or obligations to declare the acceleration of debt or to collect any amounts of these companies, whether arising from penalty clause or interest payment obligations mainly or awards as a result of any acts, facts or events (a) of this Plan (including, without limitation, the Capital Increase and Subscription with Assets); and / or (b) prior to the date it is signed the document, although continuing occurrence, should such consent, authorization, approval and / or waiver be obtained between the date of Judicial Plan Approval and the date of the extraordinary general meeting which will decide on the capital increase.
On November 5, 2015, it was approved in the Board of Directors Meeting, the increase of the Company's capital stock, as approved at the Extraordinary General Meeting held on August 26, 2015 in the amount of R $ 2,300,531,398.65, due to the subscription and full payment of 15,336,875,991 new common shares with no par value. In this way, the number of shares increased from 840,106,109 to 16,176,982,098. The Company's capital increased from R $ 4,711,337,093.96 to R $ 7,011,868,492.61 (these figures do not include the effect of reducing the IPO funding costs in the amount of R $ 4,294,567.12, recorded by the Company). Given these steps, the Company's management considers that all the steps required for the full implementation of the plan were fully met.
21
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
2. Licenses and Permits ENEVA - In judicial reorganization is committed to obtaining all the legal licenses and permits required for each of its facilities and activities. The Company and its investees have the following environmental licenses as of September 30, 2015:
Held by Ventures Licenses Expiry
ITAQUI GERAÇÃO DE ENERGIA S.A. UTE PORTO DO ITAQUI LO 1.101/2012 09/25/2025
LINHA DE TRANSMISSÃO LO 1.061/2011 12/16/2017
PECÉM II GERAÇÃO DE ENERGIA S.A. UTE PORTO DO PECÉM II LO 09/2013 02/08/2016
LINHA DE TRASMISSÃO PECÉM II LO 108/2013 07/17/2016
AMAPARI ENERGIA S.A. UTE SERRA DO NAVIO (including TL) LO 172/2013 03/25/2016
TAUÁ GERAÇÃO DE ENERGIA LTDA.
USINA SOLAR TAUÁ 1MW - (including TL) LO 133/2012* 02/28/2014
USINA SOLAR TAUÁ 4MW LI 15/2012* 03/05/2014
USINA SOLAR TAUÁ (45MW) LP 253/2012 08/15/2015
PARNAÍBA I GERAÇÃO DE ENERGIA S.A. MARANHÃO IV E V LO 559/2012 12/20/2016
PARNAÍBA II GERAÇÃO DE ENERGIA S.A. MARANHÃO III LO 55/2014* 02/20/2018
PARNAÍBA I GERAÇÃO DE ENERGIA S.A. MARANHÃO IV E V (closing cycle) LI 273/2011* 12/05/2013
ENEVA S.A. UTE PARNAIBA I LI 111/2012* 05/09/2013
ENEVA S.A. UTE PARNAÍBA II LI 003/12* 11/11/2013
PARNAÍBA IV GERAÇÃO DE ENERGIA S.A. PARNAÍBA IV LO 415/2013 11/25/2017
PARNAÍBA III GERAÇÃO DE ENERGIA S.A. PARNAÍBA III (MCE NOVA VENECIA 2) LO 187/2014 09/23/2017
UTE PORTO DO AÇU II LP IN 025871 12/30/2015
AÇU III GERAÇÃO DE ENERGIA LTDA. EÓLICA MARAVILHA LI IN 000208* 05/22/2012
EÓLICA MUNDÉUS LI IN 000207* 05/22/2012
ENEVA S.A. UTE SUL LP 332/2009* 12/22/2012
SUL GERAÇÃO DE ENERGIA LTDA. BARRAGEM SUL LP 601/2010* 05/21/2012
SEIVAL GERAÇÃO DE ENERGIA LTDA. UTE SEIVAL LI 589/2009* 05/13/2015
SEIVAL SUL MINERAÇÃO LTDA. MINA DO SEIVAL LO Nº 9221/2009* 10/20/2013
CENTRAL EÓLICA MORADA NOVA LTDA. CGE MORADA NOVA LP 0010/2012 07/16/2016
CENTRAL EÓLICA SÃO FRANCISCO LTDA. CGE SÃO FRANCISCO LP 0083/2012 07/16/2016
CENTRAL EÓLICA MILAGRES LTDA. CGE MILAGRES LP 0084/2012 07/16/2016
CENTRAL EÓLICA SANTA LUZIA LTDA. CGE SANTA LUZIA LP 0085/2012 07/16/2016
CENTRAL EÓLICA PEDRA VERMELHA I LTDA. CGE PEDRA VERMELHA I LP 0090/2012 07/16/2016
CENTRAL EÓLICA ASA BRANCA LTDA. CGE ASA BRANCA LP 0091/2012 07/16/2016
CENTRAL EÓLICA SANTO EXPEDITO LTDA. CGE SANTO EXPEDITO LP 0092/2012 07/16/2016
CENTRAL EÓLICA PEDRA VERMELHA II LTDA. CGE PEDRA VERMELHA II LP 0093/2012 07/16/2016
CENTRAL EÓLICA PAU D´ARCO LTDA CGE PAU D´ARCO LP 0184/2013 04/26/2015
CENTRAL EÓLICA PEDRA ROSADA LTDA CGE PEDRA ROSADA LP 0187/2013 05/02/2015
CENTRAL EÓLICA PAU BRANCO LTDA CGE PAU BRANCO LP 0189/2013 05/10/2015
CENTRAL EÓLICA ALGAROBA LTDA CGE ALGAROBA LP 0186/2013 05/06/2015
CENTRAL EÓLICA UBAEIRA I LTDA CGE UBAEIRA I LP 0188/2013 05/10/2015
CENTRAL EÓLICA UBAEIRA II LTDA CGE UBAEIRA II LP 0185/2013 05/06/2015
CENTRAL EÓLICA SANTA BENVINDA I LTDA CGE SANTA BENVINDA I LP 0183/2013 05/23/2015
CENTRAL EÓLICA SANTA BENVINDA II LTDA CGE SANTA BENVINDA II LP 0191/2013 05/10/2015
CENTRAL EÓLICA BOA VISTA I LTDA CGE BOA VISTA I LP 0268/2013 06/18/2015
CENTRAL EÓLICA BOA VISTA II LTDA CGE BOA VISTA II LP 0270/2013 06/18/2015
CENTRAL EÓLICA BONSUCESSO LTDA CGE BONSUCESSO LP 0271/2013 06/18/2015
CENTRAL EÓLICA PEDRA BRANCA LTDA CGE PEDRA BRANCA LP 0269/2013 06/18/2015
CENTRAL EÓLICA OURO NEGRO LTDA CGE OURO NEGRO LP 0071/2014 08/08/2016
(*)The renewal of environmental licenses was applied for at least 120 (one hundred and twenty) days before the validity expires, as fixed in the respective license, and is extended automatically until the respective environmental authority states its final position. (Supplementary Law 140/2011 art. 14 (4).
22
3. Interim Financial Statement The financial statements have been prepared based on the historic cost basis, adjusted to realization value when applicable, except for financial instruments held at fair value, including derivative instruments. The interim financial statement was elaborated following the same financial policies, principles, methods and standard criteria used in the financial statements presented at the end of the last fiscal year. They were audited on December 31, 2014 and should accordingly be read along. 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. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the parent company and financial statements are disclosed in Note 5.
(a) Consolidated Financial Statements
The consolidated interim financial statements have been prepared and are being presented in accordance with Brazilian accounting practices, including the pronouncements issued by the Accounting Pronouncements Committee (CPC 21 – R1) and International Financial Reporting Standards issued by the International Accounting Standards Board (IAS 34). The presentation of the individual and consolidated Statement of Added Value (DVA) is required by Brazilian corporate legislation and the accounting practices adopted in Brazil and applicable to listed companies.
(b) Individual Financial Statements
The individual financial statements have been prepared and are being presented in accordance with the Accounting Pronouncements Committee - CPC 21 (R1). Interim Financial Reporting is disclosed with the consolidated financial statements. For the purpose of BR GAAP, Law 11941/09 abolished deferred assets, permitting the maintenance of the balance accumulated up to December 31, 2008, which may be amortized in up to 10 years, subject to impairment tests. Following the adoption of IFRS, the Company recorded the amount of R$ 26,192 in the consolidated accumulated losses, net of tax as of January 01, 2009, corresponding to its and its subsidiaries' deferred charges at that date. The difference between the individual and consolidated shareholders' equity is therefore related to the deferred asset, which was recognized in accumulated losses in the consolidated shareholders' equity.
23
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
The table below shows the reconciliation between the individual and consolidated shareholders' equities as of September 30, 2015
2015
Shareholder’s equity – Parent Company 1,308,795 Deferred charges - Law 11.941/09 (7,634)
Shareholder’s equity - Attributable to controlling shareholders 1,301,161
The Board of Directors authorized the issuance of these financial statements on November 12, 2015.
4. Significant Accounting Policies The main accounting policies used to prepare this Interim Financial Reporting are the same used in the last financial statements presented on December 31, 2014
5. Critical Accounting Estimates and Assumptions Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. All critical accounting estimates and assumptions used herein are the same presented in the last financial statements audited on December 31, 2014.
6. Cash and Cash Equivalents
PARENT COMPANY CONSOLIDATED
September 30th 2015
December 31st 2014
September 30th 2015
December 31st 2014
Cash and Bank Deposits 445 4,055 42,981 44,229 Fundo de Investment FICFI RF CP Eneva (a) 44,760 68,447 74,717 85,084 CDB (b) 96,823 137,006 28,006
142,028 72,502 254,704 157,319
(a) Substantially consist of quotas in investment funds, of high liquidity, readily convertible into a known amount
of cash, regardless of asset maturity, and are subject to an insignificant risk of a change in value. This is a share investment fund FI Multimercado Crédito Privado FICFI RF CP Eneva administrated by Banco Itaú, whose portfolio primarily consists of Bank Deposit Certificates - CDBs and securities subject to repurchase agreements issued by first-rate financial institutions and companies, all linked to floating rates and with an average yield of 101.0% (nominal rate on the curve) of the DI CETIP rate (Interbank Deposit Certificate - CDI). Repurchase operations, backed by debentures and registered at CETIP or SELIC, when applicable, with repurchase guarantee at a previously established rate determined by the financial institutions. The portfolio consists 100% of repurchase agreements, on September 30, 2015. The use of the existing resources is for investments in capex, the cost of administrative and operational activities.
24
As determined by CVM Instruction 408/05, the quarterly consolidated financial statements shall include the balances and transactions of the exclusive investment funds, whose shareholders are the Company and its subsidiaries, as shown:
Parent Company Consolidated
September
30th 2015 December
31st 2014 September
30th 2015 December
31st 2014 Fundo Multimercado consolidado Eneva S.A. 44,760 68,447 44,760 68,447 Amapari Energia S.A. 11,972 16,569 Parnaíba Geração de Energia S.A. 120 59 Parnaíba II Geração de Energia S.A. 17,865 9 44,760 68,447 74,717 85,084
(b) These are the amounts invested in CDBs issued by first-rate financial institutions. The company that holds these amounts is the subsidiary Itaqui Geração de Energia S.A.
Exclusive funds are regularly reviewed/audited by independent auditors and are subject to constraints related to the payment of services rendered by the asset manager, concerning the operating investments, such as custody and audit fees and other expenses There are no material financial obligations and no Company's assets to guarantee these obligations.
7. Secured Deposits Parent Company Consolidated
September
30th 2015 December
31st 2014 September
30th 2015 December
31st 2014
BNDES - Porto do Pecém 45 41 46 41 BNDES - Itaqui (a) - - 56,183 37,423 BNDES - Parnaíba (b) - - 22,007 24,647 HSBC (c) 33,655 33,655 33,700 41 111,891 62,111
Current 33,700 41 33,700 41 Non-current - - 78,191 62,070
(a) Refers to the debt service reserve accounts linked to the financing agreement between the subsidiary Itaqui
Geração de Energia S.A , BNB-Banco do Nordeste do Brasil S.A. and BNDES
(b) Refers to the debt service reserve accounts linked to the financing agreement between BNDES and the subsidiary Parnaíba Geração de Energia S.A
(c) Refers to the deposit granted to HSBC in compliance with the loan agreement of Parnaiba II.
25
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
8. Accounts Receivable
Consolidated 2015 2014
Itaqui Geração de Energia S.A. (a) 97,769 86,295 Parnaíba Geração de Energia S.A. (a) 129,507 136,677 Parnaíba II Geração de Energia S.A. (a) 7,183 81,876 234,459 304,848
Current 234,459 304,848 Non-current - -
(a) The balance denotes the accounts receivable of the subsidiaries Itaqui Geração de Energia S.A under the electricity purchase contract in a regulated environment (CCEAR), signed with ANEEL, of R$ 97,769 (R$ 86,295 as of December 31, 2014) and Parnaíba Geração de Energia S.A. R$ 129,507 (R$ 136,677 as of December 31, 2014), also under the CCEAR with ANEEL. The subsidiary Parnaíba II Geração de Energia R$ 7,183 referring to the sale of energy in the free market.
Accounts receivable accounts for 8.98% to Itaqui and 7.67% to Parnaíba I and the Company did not provision for receivables rated as a remote risk of loss.
26
9. Inventories
Consolidated
2015 2014
Diesel Oil/lubricant (a) 1,728 6,909 Coal (b) 41,868 61,209 Electronic and mechanical parts (c) 45,151 31,067
88,747 99,185
(a) The balance consists of the reservoirs of diesel oil and lubricating oil used as consumables in electricity generation by the subsidiaries Amapari Energia S.A.(R$ 34) and Itaqui Geração de Energia S.A. (R$ 1,694). (b) The balance consists of the inventory of coal used as consumables in electricity generation by the subsidiary Itaqui Geração de Energia S.A. The coal was acquired for the operation and to establish a security inventory at the plant, towards commercial operations. (c) The balance consists of electronic and mechanical parts for use and replacement in the maintenance operations carried out by the subsidiaries: Itaqui Geração de Energia S.A. (R$ 22,050), Parnaíba Geração de Energia S.A. (R$ 9,792) and Parnaíba II Geração de Energia S.A. (R$ 13,309).
27
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
10. Recoverable and Deferred Taxes The balance of recoverable taxes is as follows:
Parent Company Consolidated
September
30 2015 December
31 2014 September
30 2015 December
31 2014
Income tax withheld at source (b) 3,886 2,815 9,873 8,206 Prepaid income tax and Social contribution - - 1,205 6,836 previous year (a) 463 462 4,889 2,562 Income tax withheld at source - - - - - previous year (b) 24,114 35,242 32,337 37,507 Income tax withheld at source - - - - - loan 35,708 6,695 36,356 7,342 ICMS - - 238 254 PIS - 47 537 866 COFINS - 216 2,447 3,975 Other 909 15 5,081 2,381
65,080 45,492 92,963 69,929
Current 20,441 12,255 37,933 32,354 Noncurrent 44,639 33,237 55,030 37,575
(a) Refers to income and social contribution taxes prepaid in the course of the year and previous years, which
will be offset against the income and social contribution taxes determined on the taxable income. (b) The balance of income tax withheld at source refers to amounts withheld on interest-earning bank
deposits and related-party loans. These balances will be offset against the income and social contribution taxes payable.
Deferred Taxes Deferred income and social contribution taxes reflect future tax effects attributable to temporary differences between the tax bases of assets and liabilities and their carrying values. The deferred tax was maintained at the subsidiaries due to the expectations of generating future taxable income, determined by a technical valuation approved by Management. The carrying value of the deferred tax asset is reviewed periodically and the projections are reviewed annually. If there are significant factors that change the projections, they are also reviewed by the Company during the year. The Company and its subsidiaries adopted the Transitional Taxation Scheme (RTT) so that the amendments introduced by Law 11638 of December 28, 2007 and articles 37 and 38 of Law 11941 of 2009, which changed the procedure for recognizing revenue, costs and expenses used to calculate the net income for the year defined in art. 191 of Law 6404 of December 15, 1976, do not affect the calculation of the taxable income and social contribution calculation base of companies that opt for the Transitional Taxation Scheme – RTT. For tax purposes, the accounting methods and criteria in force at December 31, 2007 should be used. Law 12973 was published on May 13, 2014 which revoked the Transitional Taxation Scheme - RTT introduced by Law 11941 on May 27, 2009. This law changes the federal tax legislation regarding corporate income tax - IRPJ, the social contribution on net income - CSLL, PIS/Pasep and Cofins in 2014 for the companies opting to elect the provisions of this law. In 2014, the companies of Eneva S.A. - In judicial reorganization will not opt for this law, the adoption of which is only mandatory from January 2015 on. The Company and its subsidiaries will not elect the option provided in MP 12973, and we believe it will not make any fiscal amendment to be adjusted in the financial statements.
28
The origin of the deferred income and social contribution taxes is presented below:
Consolidated
September
30 2015 December
31 2014
Noncurrent deferred charges Tax loss carryforwards and negative tax base 269,100 219,713
269,100 219,713
Noncurrent deferred liabilities Temporary differences - RTT 14,286 10,978
Breakdown of deferred tax by company :
September 30
2015 December 31
2014
Itaqui 192,127 192,127 Parnaíba 9,513 12,009 Parnaíba II 67,460 15,577
Tax loss carryforwards and negative tax base 269,100 219,713
29
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
As of September 30, 2015, the taxes calculated on the adjusted net income consisted of IRPJ (rate of 15% and surcharge of 10%) and CSLL (rate of 9%). The reconciliation between the tax expense as calculated by the combined statutory rates and the income and social contribution tax expense charged to net income is presented below: (*) Refers essentially to (i) the portion of deferred taxes of subsidiaries, which was not recorded, due to the uncertainty surrounding the valuation thereof.
September 30 2015
Parent Company Consolidated
Net income for the period before IRPJ/CSLL 128,709 86,650
Statutory rate - % 34% 34%
IRPJ/CSLL at the nominal rate 43,761 29,461
Equity in income of subsidiaries 79,812 -
Permanent differences 68 150
Tax asset not recorded (*) (123,641) (75,673)
Income tax and social contribution expense, current - (18)
Deferred income and social contribution taxes - 46,080
Total tax - 46,062
Effective rate - % 0.00% 53.16%
(*) Refers essentially to (i) the portion of deferred taxes of subsidiaries, which was not recorded, due to the uncertainty surrounding the valuation thereof. The main effect refers to the completion of the sale of Porto do Pecém, generating chargeback the amount added temporarily in 2014.
September 30 2015
Parent Company Consolidated
Net income for the period before IRPJ/CSLL (155,150) (139,379)
Statutory rate - % 34% 34%
IRPJ/CSLL at the nominal rate (52,751) (47,389)
Equity in income of subsidiaries 9,641
Consolidation difference (13,314) (4,354)
Tax asset not recorded (*) 56,424 64,271
Income tax and social contribution expense, current 944
Deferred income and social contribution taxes (13,472)
Total tax (12,528)
Effective rate - % 0.00% 8.99%
(*) Refers essentially to (i) the portion of deferred taxes of subsidiaries, which was not recorded, due to the uncertainty surrounding the valuation thereof.
30
Based on the estimated generation of future taxable earnings, by way of its subsidiaries the Company expects to recover these tax credits from FY 2015 onwards, in a period of 10 years. Tax credit recovery estimates were based on taxable income forecast taking into consideration the financial and business premises considered in FY. Consequently, these estimates may not come true in the future, due to the uncertainties concerning them.
11. Capital Expenditure
(a) Breakdown of balance
Parent Company Consolidated
2015 2014 2015 2014
Equity interests 2,120,011 2,228,044 667,119 733,831 Future acquisition of investment 95 95 95 95
2,120,106 2,228,139 667,214 733,927
(a) Equity interests
The Company's equity interests include the subsidiaries, joint ventures and associates. The balances of the main account groups of equity interests as of September 30, 2015 and December 31, 2014 are:
09/30/2015
Equity interests
Equity
interest in
% Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Shareholder equity Net income
Itaqui Geração de Energia S.A. 100.0
0%
239,642
2,423,622
152,373
1,726,610
784,281
(73,513)
Amapari Energia S.A. 51.00
%
13,195
530
28,494
1,459
(16,227)
(9,009)
UTE Porto do Açú Energia S.A. 50.00
%
3,344
45,243
0
5,378
43,208
(4,291)
Seival Sul Mineração Ltda. 30.00
%
92
4,914
29
20
4,957
(3,697)
Sul Geração de Energia Ltda. 50.00
%
40
13,921
0
869
13,092
(135)
Termopantanal Participações Ltda. 66.67
%
10
7,464
1
9,731
(2,258)
-
Parnaíba I Geração de Energia S.A 70.00
%
190,903
1,178,291
200,588
860,233
308,372
28,058 Porto do Pecém Transportadora de Minérios S.A.
50.00%
2,864
152
3,998
-
(982)
(3,216)
OGMP Transporte Aérieo Ltda. 50.00
%
33
13,921
0
859
13,094
(113) PO&M - Pecém Operação e Manutenção de Geração Elétrica S.A.
50.00%
4,062
328
1,220
2,906
264
(84)
Seival Participações S.A. 50.00
%
8
39,764
0
192
39,580
(128)
Parnaíba II Geração de Energia S.A. 100.0
0%
79,877
1,341,722
977,268
13,758
430,573
(100,743)
ENEVA Participações S.A. 50.00
%
1,100
112,209
4,293
28,888
80,128
(33,181)
Açú II Geração de Energia S.A. 50.00
%
9
2,603
0
287
2,325
(11)
31
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
Parnaíba Participações S.A. 50.00
%
1,358
194,684
1,534
60
194.448
4,443
Pecém II Participações S.A 99.99
%
4,752
690,422
4,147
158
690,869
(62,733)
ENEVA Investimentos S.A. 99.99
%
2
-
1
11
(10)
(1)
ENEVA Desenvolvimento S.A. 99.99
%
5
166
10
511
(349)
(9)
Tauá II Geração de Energia Ltda. 100.0
0%
8
477
-
49
436
(5) MABE Construção e Administração de Projetos Ltda.
50.00%
35,046
9,430
30,113
14,398
(235)
(259)
December 31
2014
Equity interests Equity
interest in %
Current Assets
Noncurrent Assets
Current liabilities
Noncurrent liabilities
Shareholder’s equity Net income
Itaqui Geração de Energia S.A. 100.00% 212,967 2,453,975 256,743 1,551,097 859,102 (419,614)
Amapari Energia S.A. 51.00% 25,647 443 28,153 1,165 (3,228) (102,877)
UTE Porto do Açú Energia S.A. 50.00% 1,040 45,283 6 2,316 44,001 (3,016)
Seival Sul Mineração Ltda. 30.00% 471 4,863 - 20 5,314 (739)-
Sul Geração de Energia Ltda. 50.00% 65 13,923 - 840 13,147 (69)
Termopantanal Participações Ltda. 66.67% 9 400 1 2,726 (2,318) (5)
Parnaíba I Geração de Energia S.A 70.00% 206,354 1,179,035 199,311 715,373 470,705 35,961
Porto do Pecém Transportadora de Minérios S.A. 50.00% 2,941 186 550 - 2,577 1,679
OGMP Transporte Aérieo Ltda. 50.00% 399 118 4 - 513 15
PO&M - Pecém Operação e Manutenção de Unidades de Geração Elétrica S.A. 50.00% 2,976 1,413 1,396 2,641 352 (63)
Seival Participações S.A. 50.00% 13 63,120 1 23,639 39,494 (67)
Parnaíba II Geração de Energia S.A. 100.00% 113,192 1,267,631 906,644 11,912 462,268 (13,797)
ENEVA Participações S.A. – In Judicial Reorganization 50.00% 65,981 355,518 72,824 126,722 221,953 (62,416)
Açú II Geração de Energia S.A. 50.00% 28 5.229 6 579 4,672 10
Parnaíba Participações S.A. 50.00% 107,864 651,878 177,202 326,953 255,586 (16,651)
Pecém II Participações S.A 50.00% 2,420 753.917 2,735 - 753,601 (44,614)
ENEVA Investimentos S.A. 99.99% 2 11 (9)
ENEVA Desenvolvimento S.A. 99.99% 6 166 10 502 (340) (151)
Tauá II Geração de Energia Ltda. 100.00% 8 477 - 44 442 (239)
MABE Construção e Administração de Projetos Ltda. 50.00% 40,456 50,136 64,547 25,998 47 (32,256)
The balance of investments breaks down as follows:
Parent Company Consolidated
09/30/2015 12/31/2014 09/30/2015 12/31/2014
Porto do Pecém Geração de Energia S.A. -
2
(123)
Itaqui Geração de Energia S.A.
784,282
859,101 - -
Goodwill based on future profits
15,470
15,001 - -
Amortization of Goodwill based on future earnings
(1,363)
(511) -
Amapari Energia S.A. - - -
UTE Porto do Açu Energia S.A.
21,605
21,271 14,290
13,957
Seival Sul Mineração Ltda.
1,487
1,594 1,487
1,275
Sul Geração de Energia Ltda.
6,536
6,573 6,217
6,573
Porto do Pecém Transportadora de Minérios S.A. -
1,288 -
1,288
32
Parnaíba Gás Natural S.A.
92,821
95,889 92,821
95,889
Tauá II Geração de Energia Ltda.
436
442 -
442
Parnaíba I Geração de Energia S.A.
215,861
197,844 - -
OGMP Transporte Aéreo Ltda.
258
258 258
258
Pecém Operação e Manutenção de Unidades de Geração Elétrica S.A. - PO&M
133
176
133
176
Seival Participações S.A.
19,790
19,727 19,765
19,727
Parnaíba II Geração de Energia S.A.
430,573
415,018 - -
Eneva Participações S.A.
33,953
67,101 33,953
67,101
Açú II Geração de Energia S.A.
2,325
2,336 2,325
2,336
Pecém II Participações S.A.
336,542
367,909 336,542
367,909
Parnaíba Participações S.A.
97,224
95,002 97,224
95,002
Eneva Investimentos S.A. - - - -
Subscription premium
62,000
62,000 62,000
62,000
MABE do Brasil
20 -
20
Future acquisition of investment
95
95 95
95
MPX ENERGIA GMBH 78 103
2,120,106
2,.228,139
667,214
733,927
(a) On December 9 2014, Eneva S.A. - in Judicial Reorganization informed to its shareholders and the market that on this date, it has completed the sale of entire equity interest of ENEVA at Porto do Pecém Geração de Energia S.A. "Pecém I" in favor of EDP - Energias do Brasil S.A., according to the statement in item 12. On May 15, 2015, it has completed the sale of entire equity interest of ENEVA at Porto do Pecém Geração de Energia S.A. "Pecém I" in favor of EDP - Energias do Brasil S.A.
(b) As of September 30, 2015 the balance of the investment with the subsidiaries ENEVA Desenvolvimento S.A., Amapari Energia S.A. and Termopantanal Participações Ltda. was classified under unsecured liabilities in the noncurrent liabilities, due to the fact these companies had negative equity
33
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION See below the breakdown of the minority interest in the equity and net income of investees:
The balance of investments breaks down as follows:
Attributed to minority
interests
Capital expenditure
Interest attributed to
minority Shareholders’
Equity Net income Equity liquid Net income
Amapari Energia S.A. 49,00% (16,227) (9,009) (7,951) (4,414) Parnaíba I Geração de Energia 30,00% 308,372 28,058 92,512 8,417 Termopantanal Participações 33,33% (2,318) (773) Total 83,788 4,003
34
(b) Change in investments
Direct Subsidiaries %
Balance at 12/31/
2014
Capital subscripti
on
Equity Income
Loss on
valuation
impairment
Dividends
Amortization
Balance at
09/30/2015
Itaqui Geração de Energia S.A. 100.00%
859,102 10,000
(73,513)
(11,307)
784,282
Goodwill based on future profits
15,470
15,470
Amortization of Goodwill based on future earnings
(980)
-
(383)
(1,363)
Amapari Energia S.A. 51.0
0%
-
UTE Porto do Açu Energia S.A. 50.0
0%
21,271
2,479 (2,145)
21,605
Seival Sul Mineração Ltda. 30.0
0%
1,594 (107)
1,487
Sul Geração de Energia Ltda. 50.0
0%
6,573
30 (67)
6,536
Porto do Pecém Transportadora de Minérios S.A.
50.00%
1,288
(1,289)
Parnaíba Gás Natural S.A. 18.1
8% 95,889
(3,068)
92,821
Tauá II Geração de Energia Ltda.
100.00%
442
(5)
437
Parnaíba I Geração de Energia S.A.
70.00%
197,844
19,647
(1,630)
215,861
OGMP Transporte Aéreo 50.0
0%
258
258 Pecém Operação e Manutenção de Unidades de Geração Elétrica S.A. - PO&M
50.00%
176
(43)
133
Seival Participações S.A. 50.0
0%
19,727
101 (64)
19,764
Açú II Geração de Energia S.A. 50.0
0%
2,336 (11)
2,325
Eneva Participações S.A. 50.0
0%
67,101 (33,148)
33,953
Subscription Preminum -
62,000
62,000
Parnaíba Participações S.A. 50.0
0%
95,003 2,221
97,224
Pecém II Participações S.A. 50.0
0%
367,909 (31,367)
336,542
MABE do Brasil 50.0
0%
23 (23)
0
Eneva Investimentos S.A. 99.9
9%
-
- Parnaíba II Geração de Energia S.A.
100.00%
415,018
116,250
(100,695)
430,573
Future acquisition of investment
95
-
95
MPX ENERGIA GMBH 100.00%
103
103
2,228,139
128,963
(224,983)
(11,307)
(1,630)
(383)
2,120,10
6
35
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
% Balance at 12/31/20
14
Capital Sub
scription
Equity Income
Equity Income
from discontinued operation
Loss on sales of
investments
Capital reduc tion
Exchang
e variance
Equity Apprais
al Adjustm
ent
Adjustment
in equity interest
Amortizati
on
Balance at 09/30/20
15
Porto do Pecém Geração de Energia S.A.
50.00% 580,366 - (116,314) (469,300) - 5,248 (0)
Pecém II Geração de Energia S.A. 100.00% 631,134 (23,308) (303,913) 0
Itaqui Geração de Energia S.A. 100.00% 979,903 298,700 (419,501) 859,102
Goodwill based on future profits 15,470 - 15,470
Amortization of Goodwill based on future earnings
(469) (511) (980)
UTE Porto do Açu Energia S.A. 50.00% 24,701 1,578 (1,508) (3,500) 21,271
Seival Sul Mineração Ltda. 70.00% 3,706 531 (2,643) 1,594
Sul Geração de Energia Ltda. 50.00% 6,568 40 (35) 6,573
Porto do Pecém Transportadora de Minérios S.A.
50.00% 449 839 1,288
Parnaíba Gás Natural S.A. 33.30% 51,899 43,990 95,889
Tauá II Geração de Energia Ltda. 100.00% - 442 442
Parnaíba I Geração de Energia S.A. 70.00% 172,637 25,207 197,844
OGMP Transporte Aéreo 50.00% 277 150 9 (178) 258
Pecém Operação e Manutenção de Unidades de Geração Elétrica S.A. - PO&M
50.00% 207 (31) 176
Seival Participações S.A. 99.90% 19,625 135 (33) 19,727
Açú II Geração de Energia S.A. 50.00% 2,331 5 2,336
Eneva Participações S.A. - In Judicial Reorganization
50.00% 97,685 (30,566) (1,107) 1,089 67,101
Subscription Preminum 62,000 62,000
Parnaíba Participações S.A. 50.00% 103,394 (8,391) 95,003
Pecém II Participações 50.00% 86,303 (22,307) 303,913 367,909
MABE do Brasil 50.00% 14 6 20
Eneva Investimentos S.A. 99.99% - - -
Parnaíba II Geração de Energia S.A. 100.00% 328,163 100,000 (13,145) 415,018
Future acquisition of investment 95 95
MPX Chile Holding Ltda. 50.00% - 2,878 (2,878) -
3,080,157 490,315 (450,970) (116,314) (472,178) (3,678) (1,107) 6,338 - (511) 2,228,139
(*) Denotes the effect of transferring the turbine from Parnaíba I to Parnaíba III.
12. Available for Sale Assets and Discontinued Operations On December 09, 2014 Eneva S.A.- In judicial reorganization published a press release announcing the sale of the Company's entire interest in its subsidiary Porto do Pecém Geração de Energia S.A. to EDP – Energias do Brasil S.A The sale consists of the payment of R$ 300 million for the 50% equity interest in the share capital of Porto do Pecém, for the shares held by Eneva - In judicial reorganization at this date, and the future capitalization of credits originally awarded by Eneva - In judicial reorganization to Porto do Pecém, for the total of R$ 391 million, to be made upon closure of the transaction. The sale shall only be made after precedent conditions have been met, including approval by the Administrative Council for Economic Defense – CADE. Because of this, on December 31, 2014 we classified the amount recorded under investments, loans extended and credits referring to energy and coal purchases to current assets, under assets held for trading. This classification was evaluated and ratified in accordance with CPC 31 - Non-current Assets Held for Sale and
36
Discontinued Operations. The current assets - held-for-trading was recorded at fair value of the transaction (R$ 300 million) and the variance generated by the discrepancy between the book value and the fair value of these assets was recorded in profit or loss for the year, and are presented as discontinued operations. These funds will be used to bolster the Company's cash position and therefore enable the advancement of the measures necessary to adjust its capital structure, whilst preserving its interests and those of its stakeholders.
37
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
13. Property, Plant and Equipment
(a) Breakdown of balances Consolidated PP&E in service
September 30, 2015
Land
Buildings, Civil Works and
Improvements
Machinery and
Equipment IT Equipment
Vehicle
Furniture and
Fixtures PP&E in progress
Impairment
Total
Depreciation rate % p.a. 4 7 17 20 10
Cost
Balance 12/31/2014 7,845 2,708,179 2,339,889 5,812 1,582 9,221 (444,221) 38,968 4,667,272
Balance 12/31/2014 7,845 2,708,179 2,339,889 5,812 1,582 9,221 (444,221) 38,968 4,667,272
Additions - - 12,851 403 213 403 (11,438) 118,720 121,152
Write-offs - (66,365) (0) (4) (110) (176) - 37,639 (29,016)
Transfers - 50,557 46,084 5 (42) (24) 117 (96,697) -
Balance 09/30/2015 7,845 2,692,371 2,398,824 6,215 1,643 9,424 (455,542) 98,630 4,759,410
Depreciation
Balance 12/31/2014 - (119,694) (142,666) (1,949) (724) (3,046) 24,274 - (244,925)
Additions 12/31/2014 - (119,694) (142,666) (1,949) (724) (3,046) 24,274 - (244,925)
Write-offs - (56,083) (72,788) (295) (226) (636) - (128,909)
Transfers - 329 5 0 83 52 10,984 - 11,453
Impairment - - - - - - - - -
Additions -
Balance 09/30/2015 - (175,448) (215,450) (2,244) (867) (3,630) 35,258 - (362,391)
Carrying Amount
Balance at 12/31/2014 7,845 2,588,485 2,197,223 3,863 858 6,175 (419,947) 38,968 4,423,468
Balance at 09/30/2015 7,845 2,516,923 2,183,374 3,971 776 5,794 (420,284) 98,630 4,397,028
Dec-14
Land
Buildings, Civil Works and
Improvements
Machinery and
Equipment IT Equipment
Vehicle
Furniture and
Fixtures PP&E in progress
Impairment
Total
Depreciation rate % p.a. 4 7 17 20 10
Cost
Balance 12/31/2013 7,845 2,119,535 1,701,700 4,880 1,694 8,226 1,191,727 - 5,035,606
Balance 12/31/2013 7,845 2,119,535 1,701,700 4,880 1,694 8,226 1,191,727 - 5,035,606
Balance 167 548 34,084 923 125 988 41,293 - 78,128
Additions - - (13) - (237) (1) (2,001) (444,221) (446,474)
Write-offs (167) 588,096 604,118 9 - 8 (1,192,051) - 12
Transfers 12/31/2014 7,845 2,708,179 2,339,889 5,812 1,582 9,221 38,968 (444,221) 4,667,272
38
Depreciation
Balance 12/31/2013 - (58,240) (73,929) (1,620) (591) (2,198) - - (136,576)
Balance 12/31/2013 - (58,240) (73,929) (1,620) (591) (2,198) - - (136,576)
Additions - (61,454) (68,737) (329) (324) (848) - - (132,813)
Write-offs - - - - 191 - - 24,274 24,465
Transfers
- - - - - - - - -
Balance 12/31/2014 - (119,694) (142,666) (1,949) (724) (3,046) - 24,274 (244,924)
Carrying Amount
Balance at 12/31/2013 7,845 2,061,295 1,627,771 3,260 1,103 6,028 1,191,727 - 4,899,030
Balance at 12/31/2014 7,845 2,588,485 2,197,223 3,863 858 6,175 38,968 (419,947) 4,423,468
Machinery and equipment Relates to plant equipment, transmission lines and substation. Depreciation is based on the concession term and the calculation is performed using the linear method using the rates determined by ANEEL Regulatory Resolution No. 474 of February 07, 2012. For the estimated portion of the investments made and not amortized until the end of award, a new rate of depreciation or amortization is calculated monthly and accounted for as a result, to obtain the concession end residual value of zero. Buildings, Civil Works and Improvements This basically relates to UTEs Itaqui e Parnaíba which came into operation in February 2013 and October 2013, respectively. Depreciation follows the same procedure and criteria described at item Machinery and equipment. Property, plant and equipment in progress Balances recorded in PPE on September 30, 2015 correspond to importations in progress, at the value of R$ 27,272 and reserve PPE, of R$ 35,074 and constructions in progress of R$ 36,284; the total balance is R$ 98,630. Impairment Under CPC technical pronouncement 01, the entity should test for asset impairment at least annually and calculate if there are signals of a possible devaluation on the asset value; should there be any evidence, its recoverable value should be calculated, which is determined by the largest monetary difference between the net sale value and value in use. On December 31, 2014 we accordingly recognized impairment losses for the companies Itaqui Geração de Energia S.A and Amapari Energia S.A. of R$ 358,816 and R$ 61,468 respectively. On recovery valuation of Cash Generating Units (UGC) it is used the method of Value in Use from projections that consider estimated life cycle of the group of assets that compose UGC; premises and budgets which are approved by the company’s board; and pre-tax discount rate, which comes from the methodology of calculation of weighted average cost of capital (WACC).
39
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
14. Intangible Assets
(a) Balances composition Consolidated Intangible assets in service
September 30, 2015
Computer
Programs and Licenses
Goodwill on Acquisition of Investments
Concessions and CCEARs
Usage Rights Impairment Intangible
Assets in Progress
Total
Amortization rate % p.a. 20 20
Cost
Balance on 12/31/2014 8,272 15,470 183,448 15,778 - - 222,969
Balance at 12/31/2014 8,272 15,470 183,448 15,778 - - 222,969
Additions 1,767 - - - - 75 1,842
Write-offs - - - (29) - - (29)
Transfers (384) - - 25 (117) (75) (551)
Balance at 09/30/2015 9,656 15,470 183,448 15,774 (117) (0) 224,231
Amortization
Balance at 12/31/2014 (4,314) (980) (12,236) (5,868) - - (23,398)
Balance at 12/31/2014 (4,314) (980) (12,236) (5,868) - - (23,398)
Additions (1,087) (384) (9,152) (794) - - (11,417)
Write-offs - - - 0 - - 0
Transfers - - - - - - -
Balance at 09/30/2015 (5,401) (1,364) (21,388) (6,662) - - (34,815)
Carrying Amount
Balance at 12/31/2014 3,958 14,490 171,212 9,910 - - 199,571
Balance at 09/30/2015 4,255 14,106 162,060 9,112 (117) (0) 189,416
Dec-14
Computer Programs
and Licenses
Goodwill on Acquisition of Investments
Concessions and CCEARs
Usage Rights Intangible
Assets in Progress
Total
Amortization rate % p.a. 20 20 Cost
Balance at 12/31/2013 6,167 15,470 183,448 10,498 6,089 221,672
Balance at 12/31/2013 6,167 15,470 183,448 10,498 6,089 221,672 Additions 1,220 (0) - 89 1,309 Write-offs - - - - - Transfers 886 - 5,281 (6,178) (12)
Balance at 12/31/2014 8,272 15,470 183,448 15,778 - 222,969
Amortization
Balance at 12/31/2013 (3,031) (468) - (4,792) - (8,292)
Balance at 12/31/2013 (3,031) (468) - (4,792) - (8,292)
40
Additions (1,283) (511) (12,236) (1,076) - (15,106) Write-offs - - - - - Transfers - - - - -
Balance at 12/31/2014 (4,314) (980) (12,236) (5,868) - (23,397)
Carrying Amount
Balance at 12/31/2013 3,135 15,002 183,448 5,706 6,089 213,380
Balance at 12/31/2014 3,959 14,490 171,212 9,910 - 199,572
(b) Goodwill on Acquisition of Investments On October 14, 2008 Eneva S.A. - In judicial reorganization acquired the entire capital of Itaqui Geração de Energia S.A. from EDP Energias do Brasil S.A. in an acquisition that involved the swap of a 50% interest in Porto do Pecém Geração de Energia S.A. for said capital. This transaction generated goodwill for Eneva S.A. - In judicial reorganization of R$ 15,470, which is being presented under investments in the parent company's investment financial statements and under intangible assets in the consolidated financial statements. This goodwill is based on the expected future yield and is amortized over the term established in Ordinance authorization 177 issued May 12, 2008.
41
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION (c) Concessions and CCEARs – Parnaíba I
Parnaíba Geração de Energia S.A.
Following ANEEL approval, in September 2011 Eneva S.A entered into a 15-year concession acquisition agreement with Grupo Bertin Energia e Participações S.A. to acquire the concessions awarded by ANEEL for the thermal power plants (UTEs) MC2 João Neiva and MC2 Joinville (subsidiaries of Bertin Energia e Participações S.A), to be set up as independent energy producers. This document also determines the assignment of the energy sale agreements (CCEARs) of the UTEs to Eneva S.A.
The MC2 João Neiva and MC2 Joinville UTEs were procured at the A-5 03/2008- ANEEL auction held on December 31, 2008, which ratified the supply of an average 225 MW to each distribution company, with an authorization term of 35 years. Eneva S.A. and its subsidiary Parnaíba Geração de Energia S.A. (“UTE Parnaíba”) signed a rights and obligations assignment agreement for the concessions acquired from Grupo Bertin Energia e Participações S.A. This agreement involves the free assignment to Parnaíba of all the rights and obligations deriving from the concessions purchase agreement. The Company did not classify this transaction as a business combination, but rather an acquisition of assets as it is acquiring intangible assets that are awarded under concession and the sale contracts. Its amortization is based on the term of concession, and the calculation is performed by straight-line method using ANEEL’s rates determined by Normative Resolution 474 of February 07, 2012.
42
15. Related parties The main balances of assets and liabilities as of September 30, 2015 and December 31, 2014 related to related-party transactions, as well as the transactions that influenced the income for the period, relate to transactions between the Company and its direct and indirect subsidiaries, affiliates and key management personnel, which were conducted in accordance with the terms agreed by the parties.
(a) Controlling Shareholder The Company's control is jointly exercised by Mr. Eike Fuhrken Batista and DD Brazil Holdings S.À.R.L (fully controlled by E.ON AG), which respectively hold 19.9% and 42.9% of the common shares.
(b) Executives A Board of Directors and an Executive Board, pursuant to the duties and powers vested by its Bylaws in accordance with corporate law, manage the Company.
(c) Related companies The Company’s main affiliated companies are EBX Holding Ltda., E.ON AG and Parnaíba Gás Natural S.A., in addition to its subsidiaries and associated companies.
43
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION As of September 30, 2015, the balances of assets, liabilities and effects on income of related-party transactions
are as follows:
Assets
Parent Company Consolidated
09/30/2015 12/31/2014 09/30/2015 12/31/2014
Pecém II Geração de Energia S.A. (c) 213,489
200,022
214,435 200,415
Termopantanal Ltda. (a)
7,683
7,683 - -
Termopantanal Ltda. (a)
(7,453)
(7,453) - -
Termopantanal Participações Ltda. (a) 457
457
- -
ENEVA Comercializadora de Energia S.A. (d) 1,469 1,199 2,667 1,199
Parnaíba I Geração de Energia S.A. (e) 7,915 7,054 -
Itaqui Geração de Energia S.A. (f) 448,110 417,226 - 243
Sul Geração de Energia S.A. (j) 272 243 272 -
UTE Porto do Açú Energia S.A. (j) 369 303 369 303
Parnaíba II Geração de Energia S.A. (k)
6,199
5,142 - 542
Eneva Comercializadora de Combustível Ltda. (j) 694
542
694
Eneva Solar Empreendimentos Ltda.
81
7 81 7
Seival Participações S.A. (j)
65
60 65 60
EBX Holding Ltda. (b) -
1,134
- 1,134
Pecém Operação e Manutenção Elétrica S.A. (h)
1,963
1,778 1,963 1,778
ENEVA Participações S.A. em Recuperação Judicial(k)
17,561
10,939 17,561 10,939
Porto do Pecém Geração de Energia S.A. (i) - 74
Eneva Desenvolvimento (j) 365
356 - -
Seival Sul Mineração Ltda. (j)
10
10
- -
Parnaíba Participações S.A. (o)
26 - 26 -
Eneva investimentos S.A. (j)
11
11
- -
Pecém II Participações S.A (k) 101 - - -
Tauá II Geração Energia Solar Ltda.
49
44
- -
Parnaíba III Geração de Energia S.A. (k) 860 365 860 365
Parnaíba IV Geração de Energia S.A. (l) 84,913 76,425 84,913 76,425
Parnaíba Gás Natural S.A. (m) - 61,492 5,829 62,836
MABE da Brasil (n) 13,974 12,804 13,974 12,804
Seival Geração de Energia S.A. 217 185 217 185
Amapari Energia S.A. 186 25
Porto do Pecém Transportadora de Minério S.A
10 10
Eneva Chile Holding Ltda
28,153 28,153
Açu II Geração de Energia Ltda
6 6
EON Brasil Ltda 102 102
Parnaiba Geração e Comercializadora de Energia S.A - -
Advances for future capital increase for subsidiaries (g) 188,980
248,000
19,480 26,250
1,016,838 1,046,056 391,751 395,486
44
Current - - - -
Noncurrent 1,016,838 391,751 395,486
Liabilities
Parent Company Consolidated
09/30/2015 12/31/2014 09/30/2015 12/31/2014
EBX Holding Ltda. (b) - 2,772 10 2,820
Eneva Comercializadora de Energia Ltda. (d) 27,547 1,458 27,547
Copelmi Mineração Ltda. - - 146 146
Porto do Pecém Geração de Energia S.A. (i) - - 1 1
Eneva Comercializadora de Combustíveis Ltda. (m) - - - -
Eneva Participações S.A. (k) 984 45,887 2,762 45,887
Tauá Energia Solar Ltda. 444 444 444 444
Porto do Pecém Transportadora de Minérios S.A. - - - -
Petra Energia S.A.(p) - - 79,801 91,170
Parnaíba Gás Natural S.A.(m) 0 61,492 24,066 112,086
Parnaíba Participações S.A. (o) 32,424 29,852 32,424 29,852
Itaqui Geração de energia S.A. 2,078 2,078 -
Pecem II Geração de energia S.A. (c) 38 2,518
DD Brazil (q) 1,398 1,523 9,263 8,403
37,328 171,595 150,413 320,875
Current - - - -
Noncurrent 37,328 171,595 150,413 320,875
45
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION Net income
Parent Company Consolidated
09/30/2015 09/30/2014 09/30/2015 09/30/2014
EBX Holding Ltda. (b) - - - (6)
Amapari Energia S.A. 230 - - -
Pecem II Geração de Energia S.A. (c) 22,647 14,332 22,647 (1,387)
Eneva Comercializadora de Energia S.A. (d) 295 495 (2,165) 44,170
Parnaíba Geração de Energia S.A. (e) 2,027 899 - -
Itaqui Geração de Energia S.A. (f) 49,076 23,117 - -
Parnaíba Gás Natural (0) (8,694) - (8,694)
Sul Geração de Energia S.A. (j) 31 27 31 27
Porto do Açú Energia S.A. (j) 68 20 68 20
Tauá Geração de Energia Ltda 79 - -
Eneva Comercializadora de Combustível Ltda. (j) 161 78 161 78
Seival Participações S.A. (j) 38 42 38 42
Pecém Operação e Manutenção Elétrica S.A. (h) 238 178 238 178
Parnaíba II Geração de Energia (k) 779 1,319 - -
Parnaíba Participações (o) (4,091) 1,188 (4,091) 1,188
Eneva Participações S.A. (k) 1,915 138 1,915 138
Porto do Pecém Geração de Energia S.A. (i) 8,294 9,298 8,294 9,298
Eneva Desenvolvimento S.A.(j) 9 9 - -
Parnaíba III Geração de Energia S.A. (k) 281 (1,698) 281 (1,698)
Pecem II Participações S.A. (k) 237 101 237 101
MABE Construção e Administração de Projetos Ltda. (n) 1,503 647 1,503 (1,794)
Eneva Solar Empreendimentos Ltda. 2 - - -
Parnaíba IV Geração de Energia S.A. (l) 10,983 4,479 10,983 4,479
Petra Energia S.A.(o) - - - -
Parnaiba Geração e Comercialização De Energia S.A 137 - - -
Seival Sul Mineração Ltda - - - -
Tauá II Geração de Energia Ltda 5 - - -
EON Brasil Ltda 102 - - -
Açu II Geração de Energia S.A 6 - - -
Porto do Pecém Transportadora de Minérios S.A 10 - - -
Total 95,062 45,974 40,141 46,140
(a) Loan agreement executed with Eneva S.A. (lender) subject to monthly interest (101% of CDI) and with an unfixed term of maturity. Eneva S.A. has made a provision of R$ 7,453 for the devaluation of its 66.67% investment in Termopantanal Participações Ltda.
(b) The Company and its subsidiaries also maintained agreements for sharing costs of operating and financial
activities entered into with the company EBX Holding Ltda. involving monthly collections made through trade notes paid according to understandings between the parties. Note that these contracts were terminated in November 2013, leaving the outstanding balance between the parties to be settled.
(c) The balance consists of: (i) a loan executed with Eneva S.A. (lender) subject to monthly interest (104% of
CDI) and indefinite maturity period. As of September 30, 2015 the effect on net income is R$ 20,712 and outstanding balance of R$ 210,277 and (ii) sharing of operating and financial activities costs entered into
46
with Eneva S.A. As of September 30, 2015 the effect on net income is R$ 1,935 and outstanding balance of R$ 3,212.
(d) The balance consists of revenue from sharing of costs of operating and financial activities entered into
between Eneva S.A., Itaqui Geração de Energia S.A., Parnaíba II Geração de Energia S.A. and Geração de Energia S.A involving monthly collections made through trade notes paid according to understandings between the parties (average maturity from 30 to 60 days). As of September 30, 2015 the effect on net income is R$ 2,165.
(e) The balance derives from the administrative cost reimbursement contract and feasibility studies. The
outstanding balance as of September 30, 2015 is R$ 7,915 and the effect on the parent company's net income is R$ 2,027.
(f) The balance consists of: (i) loan agreement executed in January 2012 with Eneva S.A. (lender) subject to
monthly interest (104% of CDI) and with an indefinite maturity amounting to R$ 441,457. As of September 30, 2015 the effect on net income is R$ 47,187 and (ii) revenue from reimbursement of operational, financial and administrative costs, amounting to R$ 6,653. As of September 30, 2015 the effect on net income is R$ 1,889.
(g) Balance consisting of advances for future capital increase (AFACs) of its subsidiaries from investments to
noncurrent assets, which are irrevocable and irreversible. However, no fixed value has been defined for the number of shares in the capital increase, in contravention of CPC 38. The following AFACs are outstanding as of September 30, 2015 with the following companies:
47
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION Subsidiaries 2015 2014
Porto do Açu Energia S.A. - 730 Seival Participações S.A. 25 20 Sul Geração de Energia Ltda. 10 Parnaíba Geração de Energia S.A. 169,500 164,500 Itaqui Geração de Energia S.A. - 10,000 Parnaíba II Geração de Energia S.A.. - 47,250 ENEVA Participações S.A. 19,445 25,500
188,980 248,000
(h) The balance consists of loan agreement executed in December 2011 with Eneva S.A. (lender) subject to
monthly interest (110% of CDI) and with maturity at June 30, 2015, amounting to R$ 1,963. As of September 30, 2015 the effect on net income is R$ 238.
(i) Eneva S.A. decided to sell its interest in Porto do Pecém, and in December 2014 recorded all the
outstanding balances between the companies as held for trading (as described in note 12). The balance primarily consisted of: (i) the loan in September 2012 with Eneva S.A. (lender) subject to monthly interest (105% of CDI) and with an indefinite maturity and (ii) contract between the parties to assume the costs of acquiring coal incurred by Porto do Pecém in the period between September and December 2013.
(j) Revenue from reimbursement of project implementation costs.
(k) Operational, financial and administrative costs reimbursement contract.
(l) The balance consists of: (i) loan agreement executed in January 2012 with Eneva S.A. (lender) subject to
monthly interest (125% of CDI) and with an indefinite maturity amounting to R$ 84,410. As of September 30, 2015 the effect on net income is R$ 10,912 and (ii) revenue from reimbursement of operational, financial and administrative costs, amounting to R$ 504. As of September 30, 2015 the effect on net income is R$ 71.
(m) The balance consists of: (i) costs relating to the gas purchase agreement and leasing of the gas treatment plant's capacity, entered into between Parnaíba Gás Natural and Parnaíba Geração, net amounting to R$ 18,237 (supplier – advances) at September 30, 2015.
(n) Loan agreement executed in January 2013 with Eneva S.A. (lender) subject to monthly interest (105% of
CDI) and with an indefinite maturity amounting to R$ 13,974. As of September 30, 2015 the effect on consolidated net income is R$ 1,503.
(o) Loan agreement executed in January 2013 with Eneva S.A. (lender) subject to monthly interest (125% of
CDI) and with an indefinite maturity amounting to R$ 32,424. As of September 30, 2015 the effect on consolidated net income is R$ 4,091.
(p) The balance consists of costs relating to the gas purchase agreement and leasing of the gas treatment
plant's capacity, entered into between Parnaíba and Petra, amounting to R$ 79,801.
(q) Project implementation costs reimbursement agreement with DD Brazil, amounting to R$ 9,263.
48
(d) Compensation of the Board of Directors and Executive Board members In accordance with Law 6404/1976 and the Company's bylaws, the shareholders shall establish the managers' overall annual remuneration at the General Meeting. The Board of Directors shall distribute the amount among the directors. The quarterly compensation of officers and the Board of Directors is presented below:
Parent Company Consolidated
2015 2014 2015 2014
Immediate benefits 6,774 2,557 10,114 4,055 Stock options granted 209 3,351 288 3,351
6,983 5,908 10,402 7,406
See below the minimum, average and maximum individual quarterly compensation of the Board of Directors and Officers, in R$:
Consolidated
September 30, 2015 September 30, 2014
Minimum Average Maximum Minimum Average Maximum
Board of Directors 133,200 531,111 1,323,332 20,000 24,000 40,000 Officers 172,021 372,119 554,719 177,722 326,446 530,456
16. Loans and financing As of September 30, 2015 and December 31, 2014 the loans taken out from financial institutions break down as follows:
Consolidated
09/30/15 12/31/14
Company Creditor
Currency
Interest Rates
Maturity
Effective
Rate
Transaction Cost
Unappropriated Cost
Principal
Interest Total
Transaction Cost
Unappropriated Cost
Principal
Interest Total
Itaqui BNDES (Direct)
(a) R$
TJLP+2.78%
06/15/26 2.89%
11,182
8,632
795,52
8
2,786
789,68
2
11,182
9,217
762,78
8
2,535
756,10
7
Itaqui BNB
(b) R$ 10%
12/15/26
10.14%
2,892
2,485
200,52
7
798
198,84
0
2,892
2,602
200,78
7
852
199,03
7
Itaqui BNDES (Indirect)
(c) R$
IPCA + 12.13%
06/15/26 4.94%
2,023
1,783
128,85
5
3,197
130,27
0
2,023
1,878
107,50
5
5,942
111,56
9
Itaqui BNDES (Indirect)
(d) R$
TJLP+4.8%
06/15/26 4.94%
1,475
1,440
156,96
7
672
156,19
9
1,475
1,460
149,08
8
621
148,24
9 Parnaí
ba I BRADESCO
(e) R$
CDI+3.50%
08/23/16 -
-
-
25,529
130
25,659
- -
30,294
134
30,428
Parnaíba I
Banco Itaú BBA
(f) R$
CDI+3.50%
07/18/16 -
-
-
49,884
153
50,037
- -
53,174
178
53,352
Parnaíba I
BNDES (Direct)
(g) R$
TJLP+1.88%
06/15/27 2.35%
28,395
27,432
429,99
4
1,359
403,92
1
28,395
28,191
456,89
3
1,353
430,05
5
Parnaíba I
BNDES (Direct)
(h) R$
IPCA + 4.78%
07/15/26 2.37%
11,705
10,263
209,80
0
2,110
201,64
6
11,705
10,629
212,43
8
4,776
206,58
5
Parnaíba II
Banco Itaú BBA
(i) R$
CDI+3.00%
06/30/17 -
-
-
252,71
6
3,100
255,81
6
- -
228,33
0
126
228,45
6
Parnaíba II CEF
(j) R$
CDI+3.00%
06/30/16 -
-
-
280,00
0
78,12
8
358,12
8
- -
280,00
0
39,84
3
319,84
3
49
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
Parnaíba II
HSBC/BNDES
(k) R$
CDI+3.00%
06/30/16 5.05%
10,967
-
334,11
6
4,123
338,23
9
10,967
3,890
299,38
7
2,624
298,12
0
ENEVA S/A
Banco Itaú BBA
(l) R$
CDI+2.75%
05/15/28 -
-
-
565,41
0
18,69
6
584,10
6
- -
624,62
9
82,20
3
706,83
2
ENEVA S/A
Banco BTG Pactual
(l)
R$ CDI+2.7
5% 05/15
/28 -
-
-
1,029,
665
34,05
0
1,063,
716
- -
1,180,
224
106,9
03
1,287,
127
ENEVA S/A
Banco Citibank S.A.
(l)
R$ CDI+2.7
5% 05/15
/28 -
-
-
111,20
6
3,674
114,88
0
- -
117,92
5
21,18
2
139,10
6
ENEVA S/A
Banco Citibank S.A.
(l)
US$ LIBOR
6M 05/15
/28 -
-
-
139,24
6
126
139,37
2
- -
132,81
0
909
133,71
9
ENEVA S/A
Banco Citibank NA
(l)
US$ LIBOR
6M 05/15
/28 -
-
-
120,54
6
109
120,65
4
- -
102,09
9
13,01
4
115,11
3
ENEVA S/A
Banco Credit Suisse
(l)
US$ LIBOR
6M 05/15
/28 -
-
-
26,120
23
26,143
- -
-
-
-
68,639
52,035
4,856,
109
153,2
35
4,957,
309
68,639
57,867
4,938,
369
283,1
96
5,163,
698
Unappropriated Cost
Princip
al Inter
est Total
Unappropriated Cost
Princip
al Inter
est Total
Current 3,297
736,14
6
93,45
6
826,30
5
6,698
3,022,
478
273,4
14
3,289,
194
Noncurrent
48,738
4,119,
963
59,77
8
4,131,
004
51,171
1,915,
891
9,782
1,874,
502
The table below shows the breakdown of the loans of the joint subsidiary Pecém II Geração de Energia S.A. and the indirect subsidiary UTE Parnaíba III Geração de Energia S.A. As a result of the new consolidation rules introduced by IFRS 11, from 2013 we are no longer obliged to consolidate them into the annual information:
Consolidated
09/30/15 12/31/14
Company Creditor
Currency
Interest Rates Maturity
Effective
Rate Transaction Cost
Unappropriated Cost
Principal
Interest Total
Transaction Cost
Unappropriated Cost
Principal
Interest Total
Pecém II (50%)
BNDES (Direct)
(m) R$
TJLP+3.14% 06/15/27 2.30%
3,628
3,012
337,10
8
1,23
0
335,32
6
3,628
3,161
328,79
1
1,14
5
326,77
5
Pecém II (50%)
BNDES (Direct)
(n) R$
IPCA+ 10.59% 06/15/27 2.32%
806
480
112,29
4
6,39
7
118,21
2
806
530
101,61
0
456
101,53
6
Pecém II (50%) BNB
(o) R$ 10% 01/31/28
10.17%
2,144
2,022
120,52
1
-
118,49
9
2,144
2,076
121,90
6
-
119,82
9 Parnaíb
a III (35%)
Banco Bradesco
(p) R$
CDI + 3.50% 07/26/16
-
-
-
42,000
1,29
4
43,294
349
52
42,000
601
42,549
6,577
5,513
611,92
3
8,92
2
615,33
2
6,926
5,820
594,30
7
2,20
2
590,68
9
Unappropriated Cost
Princip
al Interest Total
Unappropriated Cost
Princip
al Interest Total
Current -
44,580
8,92
2
53,502
52
119,03
3
2,20
2
121,18
3
Noncurrent
5,513
567,34
3
-
561,83
0
5,768
475,27
5
-
469,50
6
50
Porto do Itaqui Geração de Energia SA (Itaqui) (a) The National Social and Economic Development Bank (“BNDES”) released the entire R$ 784
million of the long-term loan to Itaqui relating to subcredits A, B and C, incurring an annual cost of TJLP + 2.78%. The financing facility has a term of 17 years, with 14 years repayment and a grace period on the principal of until July 2012. Subcredit D, intended for social investments (BNDES Social) of R$ 13.7 million, only incurs TJLP and R$ 11.7 million has been disbursed to date. The “BNDES Social” facility has a total term of 9 years, with 6 years repayment and a grace period of until July 2012. The interest earned during the grace period was capitalized along with the amounts outlaid. In January 2015, a debt reschedule assured a new grace period of 24 months for the principal and of 6 months for the interests. In addition, the amortization applied was 3% (three per cent) in 2017, 5% (five per cent) in 2018, being 8% (eight per cent) in 2019 and 10% (ten per cent) in 2020. The remaining 74% (seventy four per cent) would be applied in the following years through a constant amortization system – SAC. Not all financing charges have changed. This financing is secured by the traditional guarantee in Project Finance Loans.
(b) To top up the funding from the BNDES, Itaqui took out a loan from BNB-FNE, worth a total R$
203 million under which the last payment was released on July 28, 2011, completing the loan. The BNB loan has a total term of 17 years, with 14 years repayment and a grace period on the principal until July 2012. It is charged interest of 10% p.a. The funding has a performance bonus (15%), which consequently reduces the cost to 8.5% per annum. In January 2015, this loan was rescheduled following the same conditions mentioned above (a). This financing is secured by the traditional guarantee in Project Finance Loans.
(c) R$ 99 million of this indirect BNDES line has been released to Itaqui consisting of subcredits
A, B, C, D and E, whose agents are the banks Bradesco and Votorantim. This part of the loan has a total term of 17 years, including 14 years of amortization and a grace period for interest and the principal of until July 2012. The loan incurs IPCA + BNDES Reference rate + 4.8% p.a. The interest earned during the grace period was capitalized along with the amounts outlaid. In January 2015, this loan was rescheduled following the same conditions mentioned above (a). This financing is secured by the traditional guarantee in Project Finance Loans.
51
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
(d) The entire subcredit F, of the loan mentioned in the previous item equal to R$ 141.8 million, has been passed through to Itaqui. This part of the loan has a total term of 17 years, with 14 years repayment and a grace period on the principal and interest of until July 2012. The loan incurs TJLP + 4.80% p.a. The interest earned during the grace period was capitalized along with the amounts outlaid. In January 2015, this loan was rescheduled following the same conditions mentioned above (a). This financing is secured by the traditional guarantee in Project Finance Loans.
UTE Parnaíba Geração de Energia SA (Parnaíba I) (e) On December 27, 2011 Parnaíba I borrowed R$ 75 million under a CCB loan (Bank Credit Note)
with BRADESCO, which was endorsed by the parent company. Taken out to finance the construction of thermoelectric power plants Maranhão IV and V, this bridge loan incurs annual interest of the CDI rate + 3% and matures initially on June 26, 2013, whereupon the principal and interest is due. A further R$ 75 million was disbursed on February 28, 2012 by the bank on the same terms as the previous disbursement. R$ 90 million of the principal plus the interest due was settled on December 28, 2012, when the long-term BNDES loan described in items (j) and (k) was released. On June 26, 2013, the company renegotiated the principal balance of R$ 60 million, paying all the interest due up to that date with the new maturity date changing to September 24, 2013 and the interest held at the CDI rate plus 3% per annum. On September 24, UTE Parnaíba renegotiated the terms of the contract, changing the maturity date to October 24, 2013 and subsequently to November 24, 2013. On October 31, 2013, a new renegotiation amended the loan's maturity to December 18, 2014. The loan was renegotiated and the balance of interest incurred up to the date was included in the principal, and since then both the principal and interest are being paid in 4 monthly instalments commencing in January 2015. In the first quarter 2015, again a new contractual renegotiation took place and the debt balance was refinanced, it means the principal is payable in 12 monthly installments beginning in August 2015, whereas the interest rates, which were adjusted for CDI + 3.5 % p.a. They are being paid monthly since February 2015.
(f) On December 27, 2011 Parnaíba I borrowed R$ 125 million under a CCB loan (Bank Credit
Note) with Banco Itaú BBA, which was endorsed by the parent company. Taken out to finance the construction of thermoelectric power plants Maranhão IV and V, this bridge loan incurs annual interest of the CDI rate + 3% and matures initially on June 26, 2013, whereupon the principal and interest is due. R$ 60 million of the principal plus the interest due was settled on December 2012, when the long-term BNDES loan described in items (j) and (k) was released. On June 26, 2013, the company renegotiated the principal balance of R$ 65 million, paying all the interest due up to that date with the new maturity date changing to September 24, 2013 and the interest held at the CDI rate plus 3% per annum. Since then, a new renegotiation amended the loan's maturity to October 24, 2013 and subsequently to April 15, 2015. In December 2014, new renegotiation of the contract was carried out and the interest balance has been incorporated into the principal. So far, both the principal and interest shall be paid in 3 monthly installments from February 2015. In the first quarter 2015, again a new contractual renegotiation took place and the debt balance was refinanced, it means the principal is payable in 12 monthly installments beginning in September 2015, whereas the interest rates, which were adjusted for CDI + 3.5 % p.a. They are being paid monthly since March 2015.
(g) In December 2012 Parnaíba I received R$ 495.7 million as subcredits B and C of the long-term
financing contract with BNDES, out of a total of R$ 671 million. These subcredits will be amortized over 168 monthly instalments commencing July 15, 2013, along with the interest. The loan incurs TJLP + 1.88% p.a.
52
(h) In December 2012 Parnaíba I also received R$ 204.3 million referring to the entire subcredit A of the long-term financing contract with BNDES mentioned in the item above. These subcredits will be amortized over 13 monthly instalments commencing July 15, 2014, along with the interest. The loan incurs IPCA + BNDES Reference rate + 1.88% p.a. The interest earned during the grace period was capitalized along with the amounts outlaid. This financing is secured by the traditional guarantee in Project Finance Loans.
53
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
UTE Parnaíba II Geração de Energia SA (Parnaíba II)
(i) On March 30, 2012 the Parnaíba II project secured R$ 100 million via a CCB loan from Banco
Itaú BBA, endorsed by the parent company. Originally maturing on September 30, 2013 for the payment of principal and interest, this bridge loan was used to finance the building of the Maranhão III thermal power plant. Upon maturity, this bridge loan incurs annual interest of the CDI rate + 3% and matures on September 30, 2013, whereupon the principal and interest is due. The company renegotiated the loan, altering its maturity date to December 30, 2013. The loan was subsequently renegotiated; changing its maturity to December 30, 2014 and an additional R$ 100 million was borrowed, maturing on December 30, 2014. At the end of December both contracts were renegotiated and had, their maturity altered to June 15, 2015. Upon new renegotiation, maturity of the loan was altered to June 30, 2017.
(j) In May 2012, Parnaíba II borrowed R$ 325 million under a CCB loan from Caixa Econômica
Federal, which was endorsed by the parent company. Taken out to finance the construction of thermoelectric power plant Maranhão III, this bridge loan incurs annual interest of the CDI rate + 3% and originally matures on November 07, 2013, whereupon the principal and interest is due. A portion of R$ 125 million has been released, in addition to two portions of R$ 100 million, on May 08, 2012, May 15, 2012 and May 30, 2012. Upon maturity, the company renegotiated the loan, altering its maturity date to December 30, 2013. R$ 45 million of the principal has been repaid to date, in addition to the interest hitherto incurred, and the remaining amount has been renegotiated to December 30, 2014. At the end of December, the contract was renegotiated and had its maturity altered to June 15, 2015. Upon new renegotiation, maturity of the loan was altered to June 30, 2017.
(k) Parnaíba II received a bridge loan from BNDES of R$ 280.7 million at the end of December
2013. The loan incurs TJLP + 2.40% p.a. That loan should be amortized in a single installment at June 15, 2015, along with interest; however, an agreement has not been reached to postpone the maturity of the loan and guarantee of Banco HSBC, which guaranteed its payment. At June 18, 2015, Banco HSBC was notified by BNDES in order to honor such payment owed by Parnaíba II. Since then, the company’s obligation is before HSBC, which agreed with a new maturity to June 30, 2016 at cost of CDI plus 3%.
54
Eneva SA (Eneva)
(l) In the judicial recovery plan of the company, approved by lenders and homologated at May 15, 2015, it was defined that the outstanding balance of the debt to each lender would correspond to the balance of the values after (i) reduction of the amount of R$ 250 thousand (ii) mandatory reduction of the value of 20% through a negative goodwill over the debt value amounting what exceeds R$ 250 thousand and (iii) mandatory reduction of 40% of the debt value amounting what exceeds R$ 250 thousand, which shall occur through capitalization of the debt. That outstanding balance accrues rates of CDI + 2, 75% p.a., for debts in reais, and Libor, for debts in foreign currency. That balance still has a 5-year grace period to pay interests and and 8-year grace period to pay the principal, which shall be amortized according to the following payment schedule. 15% at 9th year, 15% at 10th year, 20% at 11th year, 25% at 12th year and 25% at 13th year. At September 30, 2015, the mandatory reduction of 40% above mentioned still had not occurred, and because of that it sill consists the debt balance, however it is not able to receive correction.
Pecém II Geração de Energia SA (Pecém II) (m) By June 30, 2014 Pecém II had received R$ 615.3 million of the R$ 627.3 million earmarked in
subcredits A, B, C, D and L of the long-term financing contract with the BNDES (in nominal R$, excluding interest during the construction). These subcredits have a total term of 17 years, with 14 years repayment and a grace period on the principal and interest of until July 2013. The loan initially incurs TJLP + 2.18% p.a. but in December 2014, a renegotiation was held and the spread of the debt was changed to 3.14% per year. The interest earned during the grace period was capitalized along with the amounts outlaid. In April 2015, a debt reschedule assured a new grace period of 21 months for the principal and 6 months for the interests. Balances of principal and interests shown at the table above correspond to 50% of the original balances, considering EON’s 50% participation. This financing is secured by the traditional guarantee in Project Finance Loans.
(n) Pecém II received R$ 110.1 million referring to subcredits E, F, G, H and I of the long-term
financing contract with the BNDES mentioned in the item above. These subcredits have a total term of 17 years, with 14 years repayment and a grace period on the principal and interest of until July 2014. The loan incurs IPCA + BNDES Reference rate + 2.18% p.a. Subcredit J of R$ 22 million, which was part of that financing line, was transferred in April 2012 to subcredit A of prior item. In December 2014, a renegotiation of the contract was made and interest incurred to date were incorporated into the main, being the modified vesting until December 2015. In the same renegotiation, the spread of the debt was changed to 3.14%. In April 2015, a debt reschedule assured a new grace period of 1 year for the principal. Balances of principal and interests shown at the table above correspond to 50% of the original balances, considering EON’s 50% participation. This financing is secured by the traditional guarantee in Project Finance Loans.
(o) To top up the funding from the BNDES, Pecém II took out a loan from BNB with FNE funding,
worth a total R$ 250 million, which has been disbursed in its entirety. The BNB loan has a total term of 17 years, with 14 years repayment and a grace period on the principal until February 2014. It is charged interest of 10% p.a. The funding has a performance bonus (15%), which consequently reduces the cost to 8.5% per annum. In May 2015, a debt reschedule assured a new grace period of 1 year for the principal. Balances of principal and interests shown at the table above correspond to 50% of the original balances, considering EON’s 50% participation. This financing is secured by the traditional guarantee in Project Finance Loans.
55
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
UTE Parnaíba III Geração de Energia SA (Parnaíba III)
(p) On November 25, 2013, the Parnaíba III project secured a bridge loan from Banco Bradesco of R$ 120 million, initially maturing on January 09, 2014. A new maturity date was agreed for January 31, 2014. The cost of the bridge loan is CDI plus 2.53% per annum. Principal and interest will be paid at the end of the operation. A promissory note was issued to replace this loan on the same terms and with a new maturity date of July 30, 2014. Another at the cost of CDI + 3.0% per annum substituted this promissory note, now maturing on January 26, 2015. On January 2015, the prior promissory note was substituted, the project issued debentures at the cost of CDI + 3.5% per year and principal maturity on July 26, 2016. Interests shall be paid on a quarterly basis.
The portions of the loans and financing classified in non-current liabilities as of September 30, 2015 have the following payment schedule: Consolidated Maturity year
2016 9,147 2017 340,828 2018 110,608 2019 until the last maturity 3,670,421
4,131,004
Financial Covenants Creditors involved in financial contracts use financial covenants in a number of debt contracts to monitor the Company and its investees' financial situation. The financing contracts relating to the ventures Pecém II Geração de Energia S.A., Porto do Itaqui Geração de Energia S.A. and UTE Parnaíba Geração de Energia S.A. have minimum debt service coverage indexes that measure the payment capacity of the financial expense in relation to EBITDA (“earnings before interest, taxes, depreciation and amortization”). All the financial covenants had been performed as of September 30, 2015.
56
Nonfinancial covenants – continued
A number of financing contracts also have nonfinancial covenants, which are usual for the market and have been summarized below. As of September 30, 2015 all these covenants are fully performed. Obligation to periodically submit financial statements to creditors.
Creditor rights to inspect and visit facilities. Obligation to keep up with tax, social security and payroll obligations. Obligation to maintain materially important contracts for its operations in force. Comply with environmental legislation and keep any operating licenses necessary in force. Contractual restrictions on related-party transactions and sales of assets outside the normal
course of business.
Restrictions on the change of share control, corporate restructuring and material changes to the core activities and articles of association of the borrowers, and
Restrictions on debt ratios and the procurement of new debt. Up to September 30, 2015, it was not identified any situation of nonperformance of the financial and nonfinancial covenant clauses.
17. Taxes and contributions payable
Parent Company Consolidated
September 30
2015
December 31
2014
September 30
2015
December 31
2014
Corporate Income Tax – IRPJ - - - 404 Social Contribution on Net Income - CSLL - - 18 158 Income Tax Withheld at Source - IRRF 929 113 14,873 7,854 ICMS - 2 559 1,025 PIS, COFINS, IRRF and CSL 903 736 5,486 10,431 IPI Import - 169 1,277 FGTS 118 647 336 1,585 Import Tax - 193 2,494 Other 79 104 1,774 1,888
Current 2,029 1,602 23,408 27,116
18. Financial instruments and risk management
57
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION The management of these financial instruments is done through operating strategies and internal controls, aimed
at liquidity, profitability and security. Our control policy consists of permanently monitoring contract rates versus market rates. The Company and its subsidiaries do not invest in derivative financial instruments or any other risky assets on a speculative basis. This is a determination of the financial investment policy. The estimated realization values of the financial assets and liabilities of the Company and its subsidiaries were determined through information available in the market and appropriate valuation methodologies. However, considerable judgment was required in the interpretation of the market data to estimate the most adequate realization value. Consequently, the estimates below do not necessarily indicate the values that could be realized in the current exchange market. The use of different market methodologies may have a material effect on the estimated realizable values. The consolidated book balances of the main financial instruments included in the balance sheets as of September 30, 2015 and December 31, 2014 are shown below:
Parent Company
Financial instruments 2015 2014
Assets Loans and receivables Accounts receivable from other related parties - 62,627 Accounts receivable from subsidiaries 75,112 44,143 Loans to subsidiaries 752,745 691,287 Escrow deposits 33,700 41 Fair value through profit or loss Accounts receivable – settled SWAP operation 21,122 21,122 Cash and cash equivalents 142,028 72,503 Liabilities Other financial liabilities Trade Payables 11,660 11,737 Loans and financing 2,048,871 2,381,898 Debts with subsidiaries 3,507 75,956 Loans with other related parties 33,822 95,639
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Consolidated
Financial instruments 2015 2014
Assets Loans and receivables Trade accounts receivable 234,459 304,848
Loans to subsidiaries 295,639 284,774 Accounts receivable from other related parties 5,729 63,970 Accounts receivable from subsidiaries 70,904 20,493 Escrow deposits 111,891 62,112 Fair value through profit or loss
Accounts receivable – settled SWAP operation 21,122 21,122 Cash and cash equivalents 254,705 157,319
Liabilities Other financial liabilities Trade Payables 147,633 149,785
Loans and financing 4,957,309 5,163,697 Contractual retentions 4,650 20,945 Debts with subsidiaries 85,994 76,398 Debts with related parties 64,420 244,478
The financial instruments measured at amortized cost and presented above are close to their market values (fair value).
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QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION 18.1 Fair value of financial instruments
The concept of fair value states that assets and liabilities should be valued at market prices, in the case of liquid assets, or by using mathematical pricing methods, in other cases. The hierarchy level of the fair value gives priority to unadjusted prices quoted on an active market. A part of the company's accounts has the fair value equal to book value, these accounts include cash equivalents, payables and receivables, bullet debts and short-term. The accounts whose fair value differs from book value can be seen below. Short-term investments are stated at fair value, due to their classification at fair value through profit and loss.
Consolidated
2015
Prices observable in an
active market Pricing with
observable prices Pricing without
observable prices (Level I) (Level II) (Level III)
Stock options awarded (350,980)
Balance at September 30, 2015 (350,980)
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18.2 Derivatives, hedges and risk management The Company has a formal policy for financial risk management. The use of financial instruments for hedging purposes is done through an analysis of the risk exposure that (exchange and interest rates, amongst others) and follows the strategy approved by the Board of Directors. The protection guidelines are applied according to exposure type. The risk factors posed by foreign currencies should be neutralized in the short term (within 01 year), and the protection may be extended for longer. Decision taking regarding the risk posed by interest rates and inflation on liabilities acquired will be assessed in terms of the economic and operational context and when Management deems the risk to be material. There are currently no outstanding hedge/derivative positions. The previous swap operation of the last quarter of 2014 generated to balance the debt between Citibank and Eneva - In judicial reorganization was settled due to early repayment of debt, generating a positive balance for the company of R$ 21.1 million. The derivative contracted to balance the loan from Credit Suisse was settled, generating a balance of USD 669 thousand, used to amortize the debt.
18.2.1 Market Risk Risk of changes in commodity prices (commodities), exchange rates and interest rates.
18.2.2.1 Risk of oscillation in commodity prices In the case of Eneva - In judicial reorganization, this risk is exclusively posed by the coal price, which is recorded, according to the formation of inventory for generating energy in the thermoelectric power plants. The inventory coal price is established and will be converted into revenue, according to the remuneration for the energy generation, according to the PPA rules. The period between the purchase of the cargo and its use for generating energy constitutes the price change risk incurred by the thermoelectric power plant.
(a) Risk management The Company manages coal price risk through structuring hedge operations in the future market of coal without any physical settlement. Eneva - in judicial reorganization seeks resource in the national market — which holds a still incipient market for that kind of operation — to settle the risk associated with its coal inventories through hedge structuring in the beginning of 2014. At the third quarter of 2015, the Company did not have operations with derivatives thereto.
18.2.2.2 Currency risk Risk of change in exchange rates, which could be associated to the Company's assets and liabilities.
(a) Risk management The Company manages the exchange risk on a consolidated basis for its companies to detect and mitigate risks posed by changes in exchange rates underlying global assets and liabilities. The aim is to detect or create natural hedges, taking advantage of the synergy between the companies' operations, thereby minimizing the use of derivatives. Derivative instruments are used in cases where natural hedges cannot be taken advantage. On September 30, 2015, the Company does not have derivatives.
(b) Investment in fixed assets (capex)
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QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
The revenue of the consolidated energy generating units of Eneva - In judicial reorganization is denominated in reais. Part of the investment made in fixed assets is also paid in foreign currency, primarily US dollars and euros. The volumes and terms of these payments do not generally require the structuring of hedge transactions. The Company is currently mapping out the payments in foreign currencies - based on historic and future entries, in order to establish an average amount and terms, thereby ensuring control over the related foreign currency exposure.
(c) Coal inventory The Company goes long when forming its coal inventory for its thermal power plants, which in turn is determined in the international market in US dollars. The Company consequently also assumes a long position in dollars, generally creating a mismatch between its assets and liabilities. As mentioned earlier for the coal price risk, the company is studying hedge mechanisms against the market risks posed by coal purchases. In other words, the commodity price hedge and the exchange risk hedge will be structured simultaneously.
(d) Loans and financing The Company has no significant foreign exchange exposure related to its financial liabilities arising from foreign currency denominated transactions in its subsidiaries.
18.2.2.3 Interest rates risk
Risk of shifting of the interest structure that could be associated with the payment flows of the debt principal and interest.
(a) Cash flow risk related to floating interest rates There is a financial risk associated with floating rates that could increase the future value of the financial liabilities. The common risk is uncertainty about the interest futures market, which makes payment flows unpredictable. In loss scenarios, the interest forward rises, thereby increasing the liability's value. Alternatively, the company's liabilities could diminish if the rates fell. More than 90% of Eneva (In judicial reorganization) and its subsidiaries' liabilities are indexed to floating interest in the interbank deposit segment (DI) and the long-term interest rate of the BNDES (TJLP), and in the inflationary segment with restatement according to the IPCA price index. The BNDES facilities restated by the IPCA and TJLP price indexes - which also contain a strong inflation component - are part of a special credit segment posing low volatility and therefore a low probability of abrupt changes in rates. As this is a specific segment, caution should be exercised in respect of interference and hypotheses in statistical models in the attempt to map out and make projections about this segment in order to quantify the hypothetical related losses. Furthermore, the companies' assets consisting of the revenue will also be restated by the same rates, which substantially reduces the mismatch between asset and liability rates.
(b) Interest rate sensitivity The debt restated by the interbank deposit rate - DI had a principal of R$ 2.4 billion and future value of R$ 5.5 billion as of September 30, 2015. 69% of this amount has bigger maturity then 720 days. However, as this is a floating rate in a scenario of rising interest rates, see below the financial loss if the interest rate curve were shifted by 25% and 50%, respecting the payment terms of each facility.
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Amount Amount Amount
Future system
Future system
Future system
Risk Market (25%
increase) (50%
increase)
ENEVA SA
Cash Flow Risk related to Increase in Interest
Rate 5,507,568 6,480,204 6,675,172
Liability indexed to CDI
Outstanding (Principal + Interest) 5,507,568 6,480,204 6,675,172
Increase in financial expense - 972,636 1,167,604
(*) The scenarios do not reflect the company's projections for interest rates.
This assessment merely aims for compliance with the legislation.
Method: parallel upwards shift in DI rate of 25% and 50%
CDI at 05/31/15: 12.62%
18.2.2 Credit risk This arises from the possibility of the Company and its subsidiaries suffering losses due to the default of their counterparties or of financial institutions where they have funds or financial investments. This risk factor could derive from commercial operations and cash management. To mitigate these risks, the Company and its subsidiaries have a policy of analyzing the financial position of their counterparties, as well as constantly monitoring outstanding accounts. The Company has a Financial Investment Policy, which establishes investment limits for each institution and considers the credit rating as a reference for limiting the investment amount. The average terms are continually assessed, as are the indexes underlying the investments, in order to diversify the portfolio. The balance of short-term investments denotes the maximum exposure to credit risk.
Consolidated
2015 2014
Positions of credit risk Cash and cash equivalents 254,704 157,319 Trade receivables 234,459 304,848 Accounts receivable – settled SWAP operation 21,122 21,122 Escrow deposits 111,891 62,111
Consolidated credit accounts 622,176 545,400
The cash and cash equivalents substantially consists of the current account and investment fund at Itaú S.A., a first-rate bank and in relation to accounts receivable its main exposure derives from the possibility of the company incurring losses due to problems in realizing receivables. To mitigate this type of risk and to help manage default risk management, the Company monitors the accounts receivable realizing several collection proceedings. Furthermore, the Company's customers have signed an assurance of full performance of the contractual obligations.
18.2.3 Liquidity risk
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QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION The Company and its subsidiaries monitor their liquidity levels, based on expected cash flows versus the amount
of cash and cash equivalents at hand. Managing the liquidity risk means maintaining cash, sufficient securities and capacity to settle market positions. The amounts recognized as of September 30, 2015 approach the operations' settlement values, including estimated future interest payments (see note 1).
Parent Company
2015
Up to 6 months
From 6 to 12 months
1 to 2 years 2 to 5 years
Over 5 years
Total by account
Trade Payables 147,633 - - - - 147,633 Related parties - - 150,414 - - 150,414 Loans and financing 895,249 333,307 566,707 1,314,876 7,247,059 10,357,198 Contractual retention - 4,650 - - - 4,650 1,042,882 337,957 717,121 1,314,876 7,247,059 10,659,895
Consolidated
2014
Up to 6 From 6 to
12
1 to
2 to
Over
Total
months
months
2 years
5 years
5 years by
account
Liabilities Trade Payables 149,785 - - - - 149,785 Related parties - - 320,875 - - 320,875 Loans and financing 2,168,102 1,577,102 767,386 1,286,344 2,480,823 8,279,757 Contractual retention - 20,945 - - - 20,945
2,317,887 1,598,047 1,050,742 1,286,344 2,480,823 8,733,842
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19. Provision for contingencies The Company and its subsidiaries are not party to judicial proceedings, involving labor and tax issues rated as a probable loss, and no provision was therefore made for them. The Company and its subsidiaries are party to judicial proceedings, involving labor and civil issues to the estimated amount of R$ 237,214 (R$ 332,192 as of December 31, 2014). Their legal advisors rate the proceedings as a possible loss, and management does not believe it is necessary to record a provision for them.
20. Shareholder’s equity As of September 30, 2015 and December 31, 2014 respectively, the Company's share capital consists of 840,106,107 (eight hundred and forty million one hundred and six thousand, one hundred and seven) and nominative common shares, with no par value and the authorized capital is 1.2 billion book-entered common shares with no par value. As of September 30, 2015, the Company's share capital was R$ 4,707,088 (R$ 4,707,088 as of December 31, 2014), consisting of common shares distributed as follows:
2015 % 2014 %
Shareholder Eike Fuhrken Batista 145,704,988 17.3 145,704,988 17.3 Centennial Asset Mining Fund LLC (*) 20,208,840 2.4 20,208,840 2.4 Centennial Asset Brazilian Equity Fund LLC (*) 1,822,065 0.2 1,822,065 0.2 E.ON 360,725,664 42.9 360,725,664 42.9 BNDESPAR 72,650,210 8.6 72,650,210 8.6 FIA Dinâmica Energia 130,023,200 15.5 87,494,400 10.4 Other 108,971,140 12.9 151,499,940 18.2
840,106,107 100 840,106,107 100
(*) Controlled by Eike Fuhrken Batista.
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QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION The changes in the share capital on September 30, 2015 have been summarized below
Date
Quantity of shares
Capital share
(R$ thousand)
Description
December/2012 578,241,732 3,731,734 Opening balance January/2013 147,480 232 Capital increase – company plan February/2013 27,000 95 Capital increase – company plan April/2013 34,500 114 Capital increase – company plan May/2013 29,250 99 Capital increase – company plan September/2013 124,031,007 800,000 Capital increase October/2013 13,500 40 Capital increase – company plan
May 2014 - 119,959 Capital increase – shareholder contribution
August 2014 137,581,638 54,815 Capital increase – shareholder contribution
September 30, 2015 840,106,107 4,707,088 Closing balance
On August 01, 2014 the Board of Directors' meeting ratified the Company's capital increase, as approved by the Board of Directors' meeting on May 09, 2014, of R$ 174,728, within the authorized capital limit, as a result of the subscription and payment of the 137,581,638 new common registered shares with no par value. The number of Company shares accordingly rose from 702,524,469 to 840,106,107. The Company's share capital has accordingly changed from R$ 4,536,608 to R$ 4,707,088. On November 5, 2015 completed the increase of the Company's private equity approved by the Extraordinary General Meeting held on August 26, 2015 ("AGE"), as a key step towards the implementation of the bankruptcy reorganization plan of the Company. As described in Note 29.
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21. Earnings per share Basic and diluted earnings per share The basic and diluted earnings per share were calculated by dividing the earnings of the year attributable to the controlling and noncontrolling shareholders of the Company as of September 30, 2015 and December 31, 2014 and the respective average number of common shares in circulation, as per the table below: 2015 2014
Common Total Common Total
Basic and diluted numerator Profit/Loss attributable to shareholders
Parent companies 128,709 128,709 (1,517,182) (1,517,182) Basic and diluted denominator Weighted share average 840,106,107 840,106,107 760,195,676 760,195,676
Profit/Loss per share (R$) – basic 0.1532 0.1532 (4.8692) (4.8692)
22. Share-based remuneration plan The Company's stock options break down as follows:
Parent
Company Consolidated
2015 2014
Stock options granted - Shareholders' Equity Granted by Company 35,420 35,211 Granted by Mr. Eike Batista 315,560 315,560
350,980 350,771
Parent Company
Parent Company
2015 2014
Expenses incurred on share options awarded 209 257
The stock option plans were released in two different modalities: the primary plan, which consists of awarding call options, resulting in the issuance of new shares by the Company or the assignment of treasury stock; and secondary plans consisting of options offered by the shareholder to Company executives, which in this case does not entail a dilution of the share capital.
a) Stock options granted by the Company
The Company awarded stock option plans for its own stock to beneficiaries providing services to it.
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QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION The Extraordinary General Meeting held November 26, 2007 approved the Stock Purchase Option
Program, which was recorded in the minutes as an appendix. The same date share options were awarded to the Company's executives. The plan entailed the right to acquire 175,900 shares, following the share split on July 17, 2009, awarded to 5 participants in equal amounts, subject to the individuals remaining at the Company for 5 years in order to exercise all of their rights. The Options Program consists of the right to acquire a certain amount of Company shares, awarded to the program's beneficiary, at a given strike price per share - or purchase price per share - which has to be exercised in a period or by a deadline. The plan's regulations state that the Company's Board of Directors should determine the amount of shares to be awarded, the strike prices, maturity terms and expiry dates of the rights. On the date the right is exercised, the shares sold to the plan beneficiary should be subscribed again or placed in the treasury. The company's other shareholders do not have subscription rights to the shares allocated to the option plans. The Extraordinary General Meeting held December 07, 2007 approved the grouping of the Company's shares, by which 22 shares were grouped into 1 common share. The Extraordinary General Meeting held July 17, 2009 subsequently approved the splitting of the Company shares, by which each common share on that date was split into 20 common shares. A further split was approved on August 15, 2012, whereby each common share was split into 3 common shares. These events led to an adjustment in the quantity and strike price of the options under the plans awarded. The minutes from the Extraordinary General Meeting held September 28, 2010 documented the extension to the Company's stock options program to December 31, 2015. Options were again awarded to executives on December 01, 2010, subject to the individuals remaining at the company for 7 years. The Extraordinary General Meeting held April 26, 2011 approved the increase to the maximum percentage of shares that can be allocated to the Stock Options Program, to 2% of the Company's total stock. The Extraordinary General Meeting minutes held on January 26, 2012 made updates to the plan contract and new beneficiaries were added to the plan, but considering the grant date on November 24, 2011. On May 24, 2012, the partial spin-off was approved for CCX Coal of Colombia SA, which represented 20.69% of the Company's assets. With the split, the share value was proportionally reduced. To maintain the value of the options granted, it was granted a discount on the price of options, which were not exercised at the date of demerger of the companies. On May 31, 2012 over 75,000 options were granted. Later in the 3rd quarter of 2012, three more grants were made, totaling 165,000 options. Hence, ten grants were issued until December 31, 2014. They are divided as follows (*): Plan 1: 528,000 options granted on November 26, 2007; Plan 2: 3,300,000 options on December 1, 2010; Plan 2.1.: 30,000 options on April 27, 2012 - the second grant of Plan 2
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Plan 2.2.: 60,000 options on June 2, 2012 - third grant of Plan 2 Plan 3: 2,098,500 options on 24 November 2011; Plan 3.1.: 225,000 options on May 31, 2012 - the second grant the Plan 3 Plan 3.2.: 52,500 options on July 10, 2012 - third award of the Plan 3 Plan 3.3.: 22,500 options on July 20, 2012 - fourth grant the Plan 3 Plan 3.4.: 90,000 options on August 1, 2012 - the fifth grant the Plan 3 Plan 3.5.: 3,000,000 options on December 13, 2012 - grants sixth of the Plan 3
(*) amount and prices after the stock split on 15 August 2012 and split-off of CCX.
The table below presents the overall characteristics of the options awarded by the Company.
Plan Date
Awarded Vesting
period (years) Initial date of
maturity Date rights
expire Original Amount
Awarded (a) Original Strike
Price (a) Strike Price Restated by
IPCA(b)Original Strike Price(b)
Plan 1 11/26/2007 5 11/26/2008 11/26/2013 528,000 0.76 -
Plan 2 12/01/2010 7 12/14/2011 12/14/2018 3,300,000 2.97 4.18
Plan 2.1 04/27/2011 7 04/07/2013 04/27/2020 30,000 4.13 -
Plan 2.2 06/02/2012 7 06/02/2013 06/02/2020 60,000 2.97 -
Plan 3 11/24/2011 7 11/24/2012 11/24/2019 2,098,500 5.14 6.40
Plan 3.1 05/31/2012 7 05/31/2013 05/31/2020 225,000 5.14 6.23
Plan 3.2 07/10/2012 7 07/10/2013 07/10/2020 52,500 3.91 4.74
Plan 3.3 07/20/2012 7 07/20/2013 07/20/2020 22,500 4.13 5.00
Plan 3.4 08/01/2012 7 08/01/2013 08/01/2020 90,000 4.23 5.10
Plan 3.5 12/13/2012 7 12/13/2013 12/13/2020 3,000,000 4.53 5.31
Total 9,406,500
(*) Amount and prices after the stock split on 15 August 2012 and split-off of CCX.
(b)To fully exercised or expired grants, the price was not adjusted by the IPCA.
The table below shows the changes in the options plan in FY 2014:
Plan awarded by the Company -
number of stock options Plan 1 Plan 2 Plan 2.1 Plan 2.2 Plan 3 Plan 3.1 Plan 3.2 Plan 3.3 Plan 3.4 Plan 3.5
Balance at December 31, 2014 - 441,000 - - 379,200 67,500 27,000 20,250 54,000 432,000
Exercised - - - - - - - - - -
Cancelled - (84,000) - - (76,800) - - - - (36,000)
Awarded - - - - - - - - - -
Expired - - - - - - - - - -
Balance at September 30, 2015 - 357,000 - - 302,400 67,500 27,000 20,250 54,000 396,000
To determine the fair value of the options we used the Merton model (1973)1, which is a variant of the Black & Scholes (1973)2 model, which considers dividend payments. A number of assumptions were made for the model's entry variables. Like:
The share price at the measurement date;
The instrument's strike price;
1 MERTON, R. Theory of Rational Option Pricing. Bell Journal of Economics and Management Science, 4 (Spring 1973), 141-83 2 BLACK, F.; SCHOLES, M. The pricing of options and corporate liabilities. Journal of Political Economy, Chicago, v. 81, p. 637-654, 1973
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QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION The expected volatility;
Expected dividends;
The instruments' term; and
Risk-free interest rate. To calculate the expected volatility the continuous returns from the price history of the share were used (based on the past volatility, adjusted for changes expected due to information publicly available). The time window for estimating the expected volatility was the same as the option's term, or the longest term available, when the trading history of the company's share was shorter than the expected term. The risk-free interest rate was based on public securities and interest rate curves published by BM&FBovespa. Service conditions and performance conditions outside the market inherent to the transactions are not taken into account when determining fair value. The table below shows the assumptions made to calculate the fair value of the options awarded by the
Company:
Fair Value Assumptions Plan 2 Plan 2.1 Plan 2.2 Plan 3 Plan 3.1 Plan 3.2 Plan 3.3 Plan 3.4 Plan 3.5
Number of exercisable options (matured) 63,000 - - 47,400 7,500 3,000 2,250 6,000 48,000
Average outstanding term (years) 2.46 - - 3.07 3.21 3.33 3.35 3.39 3.76
Fair value of options awarded in R$ (a) 0.0024 - - 0.0015 0.0018 0.0030 0.0028 0.0028 0.0031
Share price in R$ (b) 0.15 - - 0.15 0.15 0.15 0.15 0.15 0.15
Strike price of the options in R$ (c) 4.18 - - 6.40 6.23 4.74 5.00 5.10 5.31
Average expected volatility (per annum) (d) 85.1% - - 81.5% 83.1% 79.2% 85.7% 84.3% 76.7%
Risk-free interest rate (average) (per annum) (e) 6.06% - - 6.09% 6.11% 6.11% 6.12% 6.12% 6.14%
Effects on net income in 2014 in R$ k 100 - - 128 22 8 6 18 150
Intrinsic value in R$ k (f) - - - - - - - - -
(a) Calculation of the options' fair value based on the Merton model (1973)
(b) The closing price of the share ENEV3
(c) Strike prices of the options restated by the IPCA price index.
(d) To calculate the volatility of the share the continuous returns from the price history of the share ENEV3 were used.
(e) Reference rate to adjust the SWAP contracts for the IPCA coupon disclosed by BM&FBOVESPA
(f) A value of zero is used when the options' intrinsic value is negative.
23. Operating revenue The reconciliation between the gross revenue and the net revenue recorded in the income statement for the year is as follows:
Consolidated
2015 2014
Gross revenue 1,171,569 1,598,175 Sales taxes (118,027) (168,330)
Total net revenue 1,053,542 1,429,845
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The variation of the gross revenue stems from the partial sale (50%) of Pecém II Power Generation, in May 2014.
24. Costs and expenses by nature
Costs and expenses by nature Parent Company Consolidated
09/30/2015 09/30/2014 09/30/2015 09/30/2014
Depreciation and amortization (1,918)
(1,720) (130,154) (132,696)
Personnel expenses (17,472)
(22,769) (58,905) (61,997)
Outsourced services (16,790)
(28,995) (109,641) (147,840)
Rental expenses (b) (4,484)
(4,904) (141,439) (263,436) Expenses incurred on stock options awarded (209)
27 22 16
Provision for Investment Devaluation -
(692) (3,446) (19,108)
Provision for Unsecured Liabilities (8,016)
1,583 (3,407) 1,843 Cost per Downtime Incident (d) - - (20,026) (29,928)
Material (114) - (15,406) (13,009)
Insurance (229) - (21,888) (15,523)
Other expenses (a) (46,241) (2,546) (103,516) 44,340 Consumables (c) - - (388,208) (559,930)
Taxes and contributions (230) - (488) -
Gain with sale of interests 60,919 - 60,919
CCC Incentive - 14,805
Electricity for resale - (24,023) (61,128)
(95,705) 902 (1,020,525) (1,182,674)
Classified as:
Cost - - (911,583) (1,181,938) Administrative and general expenses and stock options granted (95,705) 902 (108,942) (736)
(a) The presented amount denotes the negative effect of the operation involving Porto do Pecém, sold as described in note 12. Note that in this operation investment, loan and accounts receivable were engaged by purchase operations of coal and energy before the joint subsidiary.
(b) With the beginning of operation that substituted Parnaíba II, we have observed a decrease on costs with leasing of gas treatment capacity. That decrease is attached to the biggest efficiency that combined cycle added to the operation.
(c) Presented decrease on coal consumption is directly related to the sale of 50% of Pecém II Geração de Energia for E.ON. Thus, we have stopped consolidating this plant.
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QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION (d) The cost of balance due to unavailability consists of: R $ 2,405 to R $ 17,568 Itaqui and Parnaíba I.
25. Financial income The Company's financial income breaks down as follows:
Parent Company Consolidated
09/30/2015 09/30/2014 09/30/2015 09/30/2014
Financial expenses
Charges of debt
(60,784)
(221,766) (320,800)
(402,064)
Monetary variance
(95,218)
(29,143) (95,717)
(30,274)
Loss on derivative transactions
(2,348)
(4,124) (2,348)
(4,124)
Debenture interest/cost
(74)
(470) (74)
(470)
Commission on bank finance - - (31,228) -
Other
(1,703) (5,661) (15,081) (29,200)
(160,127) (261,163) (465,248) (466,130)
Financial revenue
Short-term investments
14,474
8,973 31,213 20,783
Income from related parties
81,392
83,979 35,335 35,173
Monetary variance
24,604
23,716 29,958 26,882
Gains on derivative transactions
6,560
16,109 6,560 16,109
Discount debt RJ 20% (a)
489,344
- 489,344 Other 2,909 689 6,676 10,698
619,282 133,467 599,086 109,645
Net financial income 459,155 (127,696) 133,838 (356,486)
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(a) With the approval of judicial reorganization plan, it was applied the decrease of 20% of the value of Unsecured Claims, which occurred through a negative goodwill of the debt, that is, partial cancellation of Unsecured Claims. The value of the 20% discount was recognized in June on the said liabilities as counterpart of other operating revenue.
26. Commitments The main commitments undertaken with suppliers of goods and services are the following: (**) The environmental compensation amounts are being included as and when the construction costs are incurred. (***) Refers to the purchase and sale of energy from several suppliers and with several clients for the period between 2014 and 2024, subject to fixed prices and volumes. These purchase and sale prices are not therefore subject to changes in the energy sector.
Total contracted
on Contract Balance
Supplier Subject matter of contract
Signature
Term
09/30/2015
09/30/2015
12/31/2014
AVIPAM TURISMO E TECNOLOGIA LTDA Purchase of Flights/Accommodation 12/11/2012 09/30/2014 720
BANCO BANKPAR SA Supply of accommodation 12/11/2012 12/31/2014 1,360
697
697
BRASLIMP TRANSPORTES ESPECIALIZADOS LTDA Disposal of Class II waste in general 05/29/2014 12/31/2014 1,323
733
733
CAL TREVO INDUSTRIAL LTDA Supply of Burnt Lime 05/02/2013 05/01/2015 1,119
1,083
1,083
CARBOMIL QUIMICA S.A Supply of Burnt Lime 07/29/2013 05/06/2015 6,000
2,945
2,945
CENTRO DE FORMACAO E APERFEICOAMENTO DE BRIGADA DE INCENDIO LTDA
Technical Assistance Services 06/16/2014 06/15/2016 1,120
840
840
COMPANHIA DE INTEGRACAO PORTUARIA DO CEARA CEARAPORTOS
Regulation of Solid Bulk Movement 03/18/2014 12/29/2024 7,674
4,233
4,233
COMPANHIA DE INTEGRACAO PORTUARIA DO CEARA CEARAPORTOS
Supply of Electricity to the Port 08/07/2012 Undetermined 2,400
579
579
E ON GLOBAL COMMODITIES SE Supply of coal 01/02/2014 12/31/2014 290,001
9,924
9,924
E ON GLOBAL COMMODITIES SE Supply of coal 10/02/2013 12/31/2014 70,921
24,583
24,583
EBM CONSULTORIA E INVESTIMENTOS LTDA Consultancy for obtaining financing 01/29/2010 09/30/2014 4,428
ELETROMECANICA CAPISTRANO EIRELI-ME Maintenance and operation of UTE Pecem II
01/24/2014 02/28/2015 8,642
1,659
1,659
ELETROMECANICA CAPISTRANO EIRELI-ME Turbine no. 03 maintenance services 09/18/2013 09/30/2014 3,300
ENGETEC CONSULTORIA GESTAO E SERVICOS EMPRESARIAIS LTDA
Pressure level monitoring services 08/01/2014 08/31/2016 975
885
885
FORNECEDORA MAQUINAS E EQUIPAMENTOS LTDA Compacting of coal in the yard 07/30/2014 12/31/2014 6,253
1,529
1,529
FORNECEDORA MAQUINAS E EQUIPAMENTOS LTDA Heavy Vehicle Leasing Services 05/30/2014 12/29/2015 2,940
2,095
2,095
FORNECEDORA MAQUINAS E EQUIPAMENTOS LTDA Compacting of coal in the yard 09/01/2014 09/30/2018 2,226
2,082
2,082
FORNECEDORA MAQUINAS E EQUIPAMENTOS LTDA Heavy Vehicle Leasing Services 09/01/2014 09/30/2018 12,613
11,798
11,798
FORSHIP ENGENHARIA S/A Commissioning services at UTE Pecém II 01/02/2013 12/30/2014 9,500
GUIMAR ENGENHARIA S.A. Project closure process 09/28/2012 09/30/2014 2,000
ICAL INDUSTRIA DE CALCINAÇÃO LTDA Supply of Burnt Lime 08/09/2013 04/22/2015 786
732
732
MINERAÇÃO BELOCAL LTDA Supply of Burnt Lime 09/03/2013 12/31/2014 941
MINERAÇÃO LAPA VERMELHA LTDA Supply of Burnt Lime 09/09/2013 12/31/2014 1,871
MONSERTEC MANUTENCAO INDUSTRIAL LTDA Maintenance of scaffolding and industrial paintwork
10/28/2013 10/27/2015 4,867
2,798
2,798
NUTRINOR RESTAURANTES DE COLETIVIDADE LTDA Meals - breakfast, lunch, dinner and supper
12/07/2012 09/30/2014 571
OPE COMISSIONAMENTO OPERACIONAL LTDA-ME Activities related to commissioning 12/23/2014 Undetermined 1,811
784
784
OPERADOR NACIONAL DO SISTEMA ELETRICO ONS Transmission between concession operators and Mpx
05/27/2014 Undetermined 52,001
8,966
8,966
PORTO DO PECEM TRANSPORTADORA DE MINERIOS S/A Unloading of ships moored in the terminal
03/26/2012 12/31/2016 6,950
2,678
2,678
PRIME PLUS LOCACAO DE VEICULOS E TRANSPORTES TURISTICOS LTDA
Worker transportation service 10/01/2014 10/31/2017 992
992
992
PHYSICAL ACOUSTICS SOUTH AMERICA LDTA MACHINERY AND EQUIPMENT MAINTENANCE
06/10/2014 06/09/2016 683
683
683
RAIZEN COMBUSTIVEIS S.A Supply of B S10 Diesel Fuel 04/02/2014 03/31/2015 9,999
7,713
7,713
REX EMPREENDIMENTOS IMOBILIARIOS LTDA Property rental 01/01/2009 11/27/2042 45,283
37,711
37,711
73
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION RH CLEAN SERVICOS PROFISSIONAIS DE LIMPEZA LTDA Cleaning of the Coal Transfer Towers 01/08/2013 12/31/2014 1,263
532
532
RH CLEAN SERVICOS PROFISSIONAIS DE LIMPEZA LTDA Procurement of outsourced labor 07/02/2012 09/30/2014 750
RIP SERVIÇOS INDUSTRIAIS LTDA Specialist Labor Services 09/24/2014 10/05/2014 7,500
SEMACE ENVIRONMENTAL COMPENSATION 09/05/2008 Undetermined 4,850
471
471
SPIG TORRES DE RESFRIAMENTO LTDA Electromechanical Monitoring and Assembly
04/01/2014 03/31/2015 1,491
1,491
1,491
SUPRICEL LOGISTICA LTDA Burnt Lime Shipping Services 08/09/2013 04/22/2015 8,464
2,355
2,355
TDG - TRANSMISSORA DELMIRO GOUVEIA S/A Connection Bay 03/06/2014 Undetermined 1,020
754
754
MABE Construction of UTE-EPC
01/27/2008
Undetermined
144,144
5,960
5,960
Tecnometal Supply of coal conveyor transportation system
07/24/2009
07/31/2014
130,757
30,399
30,399
Cargotec Supply of ship unloading equipment 10/07/2009
07/06/2013
20,161
-
-
Carbomil Supply of Burnt Lime 05/07/2010
07/06/2015
30,000
26,798
26,798
EMS Silvestrini Maintenance, Industrial Cleaning and Industrial Support
05/01/2012
06/30/2014
19,692
1,800
1,800
Global Crossing IT SERVICES
08/11/2009
12/09/2012
697
-
-
Fortal Serviços de Segurança Armed security and surveillance services
07/25/2012
03/24/2014
5,275
-
-
Petroleo Sabba Supply of diesel oil
07/01/2012
08/31/2014
19,325
-
-
Nova Aliança Locação de Veículos Personnel Transportation Services
07/01/2012
08/31/2015
3,843
-
-
CONSULTORIA PLANEJAMENTO E ESTUDOS AMBIENTAIS Monitoring of water quality
03/01/2013
05/31/2014
904
79
79
SEMPRE VERDE SERV. E CONSTR. CIVIL Technical management of agricultural hub
05/20/2013
05/19/2014
522
-
-
RH Global Leasing of specialist outsourced labor
07/21/2013
07/21/2014
1,406
90
90
ECOSOFT Air quality monitoring and meteorology
02/01/2013
04/30/2014
697
71
71
OGMO Collective agreement with dockers' trade unions
10/01/2013
09/30/2015
750
194
194
MONSERTEC Assembly of scaffold and industrial and civil treatment
05/12/2013
04/12/2015
8,310
1,621
1,621
E ON GLOBAL COMMODITIES Supply of coal
01/01/2014
01/31/2015
123,346
12,670
12,670
Atlas Copco Brasil Maintenance of atlas compressors
02/25/2014
04/24/2017
664
479
479
Safety Consultoria Empresarial Emergency services combating fires
01/01/2014
12/31/2014
518
198
198
Avipam Accommodation services, issuance of flights
03/18/2014 04/17/2015 290
11
11
J DE D S LIMA Medical service
01/01/2014
10/31/2014
420
-
-
MAQMIX Coal stacking services during receipt from ship
03/20/2014
03/19/2015
5,562
2,084
2,084
SEMPRE VERDE SERV. E CONSTR. CIVIL Maintenance of green areas of UTE and surroundings
03/20/2014
03/19/2015
719
239
239
PROVIDA BRASIL Monitoring of aquatic biota during operations
04/07/2014
02/18/2015
1,449
1,268
1,268
EMAP Unloading and shipping products
04/01/2014
03/31/2016
8,300
5,399
5,399
VIP VIGILANCIA Armed security services on-site
01/22/2014
04/25/2014
5,145
4,166
4,166
CENTRAL DE GERENCIAMENTO AMBIENTAL TITARA S/A Disposal of ash generated at the landfil
04/17/2014
04/16/2022
90,000
78,849
78,849
ENVITEK SERVICOS AMBIENTAIS LTDA Handling and transportation of ashes in the UTE's yard
03/24/2014
03/23/2022
82,000
72,700
72,700
CONTROL AMBIENTAL ENGENHARIA E PLANEJAMENTO LTDA Monitoring of groundwater at UTE
04/16/2014
04/15/2015
759
253
253
GE International GE Turbina e assistencia
05/30/2011
01/18/2014
397,986
266,552
266,552
DURO Felguera EPC and Turbine and technical assistance 05/30/2011
10/31/2013
586,827
242,013
242,013
Guimar Engenharia Engineering consultancy for UTE Parnaíba
06/01/2011
10/31/2013
8,335
-
-
Biota Projetos e Consultoria Ambiental Biotic Monitoring
08/10/2012
08/09/2018 1,081
383
383
CONSROD CONSTRUCOES RODOVIARIAS LTDA ME Construction of heliport and new cabin
11/05/2012
06/04/2013 2,194
-
-
BESSA & BARREIRA ADVOGADOS Specialist legal advisory services for environmental matters
01/03/2011
12/31/2013 560
532
532
GASMAR Distribution system operation and maintenance
12/17/2012
12/16/2027
57,838
109
109
ELETRONORTE Maintenance and operation services - in connection bay
03/21/2013
03/20/2015
2,375
40
40
EMS SILVESTRINI Preventive and corrective industrial maintenance
04/04/2013
04/03/2015
1,664
235
235
M CARTAXO LACERDA Procurement of specialist labor
06/03/2013
06/02/2015
723
171
171
PARNAÍBA GÁS NATURAL Natural gas acquisition
01/01/2013
12/31/2027
871,917
216,154
216,154
BPMB PARNAÍBA Leasing of leased capacity
02/01/2013
01/31/2028
695,234
163,832
163,832
74
RH GLOBAL CONSULTORIA E ASSESSORIA LTDA Specialized services: outsourced labor
07/24/2013
01/23/2015
1,598
338
338
VIP VIGILANCIA Unarmed security and property protection services
08/10/2013
08/09/2015
1,431
685
685
INST. AYRTON SENNA Implementation of management program for school flow
06/18/2013
01/30/2017
2,121
2,121
2,121
FACULDADES CATOLICAS Research and development
03/18/2014
14/17/2017
2,161
1,359
1,359
M CARTAXO LACERDA Preparation and supply of meals to employees
04/11/2014
04/10/2016
2,574
1,939
1,939
MPX ENERGIA Research and development project
03/19/2014
03/18/2017
790
790
790
PSR SOLUÇÕES Research and development project
03/18/2014
03/17/2017
589
327
327
INITEC Energia S.A. EPC 08/15/2011
02/02/2014
913,300
410,225
410,225
Hidroinga Poços Artesianos Well engineering
03/25/2012
07/30/2013
1,578
-
-
Brasilis Kaduna Consultancy services 02/17/2012
04/16/2013
1,000
352
352
SYNERGIA Consultancy for Rural Resettlement Action Plan
05/07/2012
07/06/2013
1,239
-
-
Desga Ambiental Industria e Comércio Water intake and disposal system
08/01/2012
10/31/2013
20,763
9,789
9,789
Desga Ambiental Industria e Comércio Complete implementation of the water intake
08/01/2012
05/31/2014
42,206
9,450
42,206
General Electric Company Acquisition of 2 (two) turbo generators
08/20/2012
12/19/2013
61,424
9,920
9,920
Hidroinga Poços Artesianos Planning and construction of two cased wells
11/30/2012
04/29/2014
3,605
104
104
CONEL CONSTRUCOES E ENGENHARIA LTDA Construction of the well interconnection system
03/21/2013
06/30/2014
12,162
-
-
HATCH CONSULTORIA E GERENCIAMENTO DE EMPREENDIMENTOS LTDA
Development of the interconnection system project
03/18/2013
07/17/2014
2,032
-
-
ARM CONSULTORIA EM SEGURANCA LTDA - PREVINE Consultancy for occupational safety and the environment
05/21/2013
05/20/2014
4,828
-
-
RH GLOBAL Procurement of specialist labor
07/24/2013
07/23/2014
2,751
153
153
LBB TRANSPORTE Completion of effluent disposal duct
10/15/2013
05/16/2014
3,441
-
-
Guimar Engenharia Engineering consultancy
09/01/2013
02/29/2016 3,040
-
-
STEAG Energy Engineering consultancy
09/01/2013
02/29/2016 6,504
78
78
E M S Silvestrini Industrial correction and maintenance of equipment
01/01/2014
04/03/2015 836
242
242
VIP Vigilância
Unarmed security and property protection services 01/01/2014
08/09/2015
998
387
387
Biota Projetos Biotic monitoring of Parnaiba
01/01/2014
08/09/2018 551
464
464
M Cartaxo R Lacerda Preparation, handling and supply of meals
04/11/2014
04/10/2016 2,114
1,507
1,507
Bripaza Construções Final implementation of the waste disposal system
03/17/2014
07/16/2014
2,433
-
-
WARTSILA BRASIL LTDA EPC
03/28/2013
04/30/2014
8,916
877
877
CMI CONSTRUÇÕES CONEXÃO ELETRICA 10/01/2013
05/20/2014
3,250
117
117
Mabe Construction of UTE-EPC 01/27/2008
Undetermined
2,607,057
25,817
25,817
Mabe/SEMACE Environmental compensation
09/05/2008
Undetermined
713
713
713
Consulgal Portugal Owner’s engineering 12/20/2007
10/19/2014
2,618
355
355
Several Services/Materials
Several
Undetermined
426,887
177,728
177,728
REX Operating Leasing
07/23/2008
01/23/2043
8,093
6,325
6,325
Carbomil Lime
08/20/2010
06/01/2015
11,910
4,765
4,765
ICAL Lime 09/23/2011
11/10/2014
21,950
-
-
Cogerh Raw Water
10/28/2010
10/27/2020
73,725
43,581
43,581
CAGECE Waste disposal 02/09/2012
10/10/2031
14,264
3,572
3,572
EDP Comercializadora Electricity for sale Several
Undetermined
89,972
4,682
4,682
BTG Energia Electricity for sale Several
Undetermined
52,920
52,920
52,920
E-on Coal
Several
Undetermined
389,100
209,216
209,216
75
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
27. Insurance Coverage It is the policy of the Company and its direct and indirect subsidiaries to take out insurance coverage for the assets subject to risk at amounts considered by management sufficient to cover any incidents, considering the nature of their activity. The policies are in force and the premiums have been paid. The company considers its insurance coverage is consistent with other companies of similar sizes operating in the sector. As of September 30, 2015 and December 31, 2014 the main risk cover are:
Consolidated
2015 2014
Material damages 21,255,204 18,291,418 Civil liability 535,000 438,500
Key Policies in force
Insurance Branch Value at risk Limit
Maximum indemnified
Effectiveness Award
ACE Seguradora Operational
Risks USD 5.343.735.084,
USD 1.682.646.357,
per event
01.07.15 a 01.07.16
USD 15,766,959.56
ACE Seguradora General Liability
R$ 135.000.000 per event or no aggregate
17.03.15 a 17.03.16
R$ 238,384
Tokio Marine Seguradora
General Liability
R$ 50.000.000 per event or
R$100.000.000 in aggregate
17.03.15 a 17.03.16
R$ 214,841
Fairfax Seguros Liability of Directors
R$ 300.000.000 per event or
aggregate
30.08.15 a 30.08.16
R$ 1,367,711
XL Seguros Port operator
R$ 25.000.000 per event or
R$ 50.000.000 in aggregate
23.08.15 a 23.08.16
R$ 96,642
28. Operating segments Segment information should be prepared in accordance with CPC 22 (Segment reporting), equivalent of IFRS 8, and should be presented with respect to the Company and its subsidiaries' business that was identified based on its management structure and on internal management reporting, provided to the main manager for decision-taking purposes.
76
Company Management takes its decisions based on four core business segments: energy generation, energy sales, supplies and corporate, which are subject to risks and remuneration managed by centralized decisions. A main manager, who allocates and evaluates the operational segment's performance, manages the current activity. In the case of the Company, this manager is the CEO. As the ventures move forward, Management aims to re-evaluate business segments.
Energy Generation
Corporate Other
Eliminations
and adjustments
Total
consolidated
Balance sheets- assets
5,476,149
3,423,875
173
(660,772)
6,800,641
Current
523,616
205,260
7
(1,630)
727,253
Cash and cash equivalents
112,670
142,028
7
-
254,705
Trade receivables
234,459
-
-
-
234,459
Securities
-
-
-
-
-
Inventories
88,747
-
-
-
88,747
CCC subsidies receivable
-
-
-
-
-
Gains on derivative transactions
-
-
-
-
-
Secured deposits
-
33,700
-
-
33,700
Held-for-trading assets
87,741
29,532
-
(1,630)
115,643
Noncurrent
4,952,533
3,218,614
166
(659,143)
6,073,387
Long-term
Related parties
34,056
827,858
-
(489,643)
372,271
CCC subsidy receivable
24,617
-
-
-
24,617
Deferred taxes
269,100
-
-
-
269,100
Gains on derivative transactions
-
21,124
-
-
21,124
Secured deposits
78,191
-
-
-
78,191
Other noncurrent assets
(11,272)
235,191
0
(169,500)
54,421
Capital expenditure
-
2,120,106
-
-
667,214
Property, plant and equipment
4,385,792
11,070
166
-
4,397,029
Intangible assets
172,048
3,265
-
-
189,420
Deferred charges
(0)
-
-
0
-
77
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
09/30/2015
Energy
Generation Corporate Other
Eliminations
and adjustments
Total consolidated
Balance sheets - liabilities
5,476,149
3,423,875
173
474,688
6,800,640
Current
1,358,725
17,655
11
(1,630)
1,374,761
Loans and financing
1,082,122
(0)
-
-
1,082,123
Trade Payables
135,973
11,660
2
-
147,633
Losses and derivative operations
-
-
-
-
-
Related parties
-
-
(1)
(0)
(0)
Debentures
-
-
-
-
-
Other current liabilities
140,630
5,995
10
(1,630)
145,005
Noncurrent
2,421,494
2,097,424
521
(968,152)
4,040,930
Long-term
Loans and financing
1,826,315
2,048,871
-
-
3,875,186
Deferred taxes
14,286
-
-
-
14,286
Related parties
578,635
37,328
521
(955,714)
150,414
Debentures
-
-
-
-
-
Losses and derivative operations
-
-
-
-
-
Other noncurrent liabilities
2,258
11,225
-
(12,438)
1,045
Noncontrolling shareholders
-
-
-
-
83,788
Shareholder’s equity
1,695,931
1,308,795
(359)
1,444,470
1,301,162
09/30/2015
Energy Generation
Corporate Other
Eliminations
and adjustments
Total
consolidated
Statements of operations
Revenue
1,096,814
-
-
-
1,053,542
78
Cost of goods and/or service sold
(954,855)
-
-
43,272
(911,583)
Operating expenses
(20,958)
(42,731)
(10)
79
(63,620)
Other operating income
3,042
(52,974)
-
-
(45,323)
Equity and net income of subsidiaries
-
(234,741)
-
-
(80,205)
Financial income
(325,316)
459,155
0
-
133,838
Provision for current deferred taxes
46,062
-
-
-
46,062
Noncontrolling interest
(4,002)
-
-
(4,003)
Net income/Loss for the year
(155,212)
128,709
(10)
43,351
128,709
December 31, 2014
Energy Generation Corporate Other Eliminations and adjustments Total consolidated
Balance sheets- assets 5,467,613 3,729,972 174 (2,153,341) 7,044,418
Current 558,187 386,513 7 - 944,708
Cash and cash equivalents 84,809 72,502 7 - 157,318
Trade receivables 304,848 - - - 304,848
Securities - - - - -
Inventories 99,185 - - - 99,185
CCC subsidies receivable - - - - -
Gains on derivative transactions - - - - -
Secured deposits - 41 - - 41
Secured deposits - 300,000 300,000
Held-for-trading assets 69,346 13,970 - - 83,316
Noncurrent 4,909,425 3,343,458 166 (2,153,341) 6,099,710
Long-term 315,156 1,101,204 - (673,618) 742,743
Related parties 23,048 798,056 - (451,868) 369,236
CCC subsidy receivable 24,617 - - - 24,617
79
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION Deferred taxes 219,713 - - - 219,713
Gains on derivative transactions - 21,122 - - 21,122
Secured deposits 62,070 - - - 62,070
Other noncurrent assets (14,292) 282,026 - (221,750) 45,984
Capital expenditure - 2,228,139 - (1,494,213) 733,927
Property, plant and equipment 4,412,063 11,238 166 - 4,423,466
Intangible assets 182,206 2,876 - 14,490 199,572
Deferred charges - - - - -
December 31, 2014
Energy
Generation Corporate Other
Eliminations and
adjustments
Total consolidated
Balance sheets - liabilities 5,467,613 3,729,972 174 (2,153,341) 7,044,418
Current 1,390,854 2,229,071 10 (25) 3,619,910
Loans and financing 1,090,044 2,199,149 - - 3,289,195
Trade Payables 138,048 11,737 1 - 149,785
Losses and derivative operations - - - - -
Related parties 25 - (1) (25) (0)
Debentures - - - - -
Other current liabilities 162,736 18,185 10 - 180,930
Noncurrent 2,282,048 357,885 513 (433,649) 2,206,796
Long-term
Loans and financing 1,691,753 182,749 - - 1,874,502
Deferred taxes 10,978 - - - 10,978
Related parties 577,059 171,595 513 (428,291) 320,875
Debentures - - - - -
Losses and derivative operations - - - - -
Other noncurrent liabilities 2,258 3,541 - (5,357) 442
Noncontrolling shareholders - - - 82,455 82,455
Shareholder’s equity 1,794,712 1,143,016 (349) (1,802,122) 1,135,257
80
June 30,
2014
Energy Generation Supplies Corporate Other
Elimination
s and adjustments
Total consolidated
Statements of operations Net operating revenue 586,771 586,771 Cost of goods or service sold (494,605 ) (173 ) (494,779 ) Operating expenses (8,463 ) (28,324 ) (5 ) (36,791 ) Other operating income (12,091 ) 21,740 75 9,725 Equity in net income of subsidiaries (35,006 ) (7,361 ) Financial income (93,960 ) 8 (30,342 ) (124,293 ) Provision for current and deferred taxes (3,837 ) (3,837 ) Non-controlling interest (1,414 ) 50 (1,365 ) Net income/Loss for the year (27,599 ) (116 ) (71,931 ) (4 ) 75 (71,931 )
81
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
Geographic Data The four segments described above are located in three different geographical areas, as summarized below: North and Northeast System The North and North-east System consists of the plants of Itaqui Geração de Energia S.A., Pecém Geração de Energia S.A., Parnaíba Geração de Energia S.A., Parnaíba II Geração de Energia S.A., Parnaíba III Geração de Energia S.A., Parnaíba IV Geração de Energia S.A., Parnaíba V Geração de Energia S.A., Tauá Geração de Energia Ltda., Tauá II Geração de Energia Ltda. and Amapari Energia S.A. The coal-fired Itaqui thermal power plant is located in the proximity of Itaqui, in Maranhão state. It has an energy generation capacity of 360 MW and has energy sale orders from 2012.
82
The pulverized coal-fired power plants Pecém II Geração de Energia S.A. are located in the region of Porto do Pecém, Ceará state, with installed capacity of 360 MW. Tauá and Tauá II are also located in the state of Ceará, and are solar energy generation companies with an environmental license for the joint generation of 5 MW each, where two 1-MW plants have already been built. Amapari, an Independent Energy Producer (PIE) in the insulated system, is a diesel fuel thermal power plant located in the municipality of Serra do Navio, Amapá state, with an installed capacity of 23 MW. The Parnaíba complex, a natural gas thermal power plant, is strategically located in block PN-T-68 of the Parnaíba Basin, in Maranhão state. The venture has been licensed by the Maranhão State environment Department (SEMA) and has a forecast total capacity of 3,722 MW. The five Parnaíba companies are located in this complex. South - Southeast System The Seival Sul mine, located in the municipality of Candiota, Rio Grande do Sul state, has proven reserves of 152 million tons of coal. The thermoelectric ventures of Sul Geração de Energia and UTE Seival are going to be built in this area. These power plants will have an installed capacity of 727 MW and 600 MW respectively, and will guarantee the supply of fuel for 30 years by integrating with the Seival Sul mine.
83
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
29. Subsequent events Completion of Capital increase achievement of key stage of the judicial recovery plan On 05 November of 2015 hereby informs the completion, of the Company’s private capital increase, approved by the Company’s Extraordinary Shareholder’s Meeting held on August 26, 2015 (“ESM”), which represents a significant step towards the Company’s judicial recovery plan (“Judicial Recovery Plan”), approved by its shareholders on April 30, 2015 and ratified by the 4th Commercial Court of Rio de Janeiro State on May 12, 2015 (“Capital Increase”). The subscription and payment of the Capital Increase have been made (i) through the contribution of assets, totaling R$1.3 billion; (ii) through the capitalization of credits in the approximate total amount of R$983.0 million, corresponding to 40% of the total unsecured credits against the Company registered in judicial recovery, which, together with the reduction of 20% of the debt enrolled in the judicial recovery, reduced the Company’s debt of approximately R$2.4 billion to a long-term debt of approximately R$1.0 billion; and (iii) in cash, in an amount of approximately R$9.1 million. With the contributed assets, ENEVA now holds 100% interest in (a) BPMB Parnaíba S.A.; (b) Parnaíba I, Parnaíba III and Parnaíba IV power plants; and (c) ENEVA Participações S.A., in addition to a 27.3% interest held in Parnaíba Gás Natural S.A. The assets contributed will foster cash generation and the Company’s strategic positioning. Considering that the minimum amount requirement of the Capital Increase approved by the ESM has been reached, the Company’s Board of Directors, on a meeting held on the date hereof, approved, by unanimity of its members’ votes, (i) the verification of the subscription of 15,336,875,991 new common shares issued by the Company, at an issuance price of R$0.15 per share, which represents a subscription amount of R$2,300,531,398.65; (ii) the ratification of the Capital Increase; and (iii) the cancellation of the non-subscribed common shares. As a result of the ratification of the Capital Increase, the Company’s share capital increased from the current R$4,711,337,093.96, divided in 840,106,107 common shares, to R$7,011,868,492.61, divided in 16,176,982,098 common shares (these figures do not include the effect of reducing the IPO funding costs in the amount of R$ 4,294,567.12, recorded by the Company). Upon the completion of the Capital Increase, the shareholders DD Brazil Holdings S.À.R.L (“E.ON”) and Eike Fuhrken Batista (and Centennial Asset Mining Fund LLC and Centennial Asset Brazilian Equity Fund LLC) had their interest in the capital stock reduced to 12.25% and 1.04%, respectively, thereby no longer being considered controlling shareholders of the Company. In this sense, the Company hereby informs that, upon completion of the Capital Increase, no shareholder or shareholders’ group, jointly acting, holds more than 50% of the Company’s share capital. ENEVA’s shareholding structure upon completion of the Capital Increase is divided as follows:
Shareholder Number of share Interest
Banco BTG Pactual S.A. 8,019,078,311 49.57%
E.ON 1,980,876,587 12.25%
Itaú Unibanco S.A. 1,884,283,260 11.65%
Ice Canyon LLC 1,100,447,853 6.80%
Outros (< 5% each) 3,192,296,087 19.73%
84
Finally, the Company hereby informs that, up to this date, all of the stages set forth in the Judicial Recovery Plan have been fully complied with, which allows the Company’s maintenance and the resumption of its longterm financial stability. Termination of shareholders’ agreement between E.ON and Eike Batista On November 10, 2015, the Geneva Preview SA was notified about the Company's shareholders' agreement of termination executed on May 23, 2013 and amended on December 30, 2014 between DD Brazil Holdings S.à.rl ("E.ON") and Eike Batista Fuhrken ("Batista"). ENEVA also informs hereby that no shareholder or shareholders’ group, jointly acting, currently holds more than 50% of the Company’s share capital. Aneel determines recalculation of payments for unavailability of Parnaíba I, Parnaíba III and Pecém II On November 10, 2015, Aneel - National Electric Energy Agency determined the CCEE - Chamber of Electricity Commercialization recalculate from start operation until July 2014, the reimbursements due to unavailability of title of thermoelectric plants Parnaíba I Parnaíba III and Pecém II using the methodology of a moving average of 60 months of the effective availability. The difference observed between the values calculated by this methodology and those already paid will be reimbursed to the plants. Since August 2014, Parnaíba I Parnaíba III and Pecém II came to recognize the unavailability according to the judicial decision of the 7th Federal Court of the Federal District, which determined the calculation based on the moving average rule of 60 months as provided for in CCEARs - Electricity Trading Agreements in the Regulated Market signed by the plants.
Board of Directors
85
QUARTERLY INFORMATION – ENEVA S.A. – IN JUDICIAL REORGANIZATION
Jorgen Kildahl
Keith Plowman Marcos Grodetzky
Adriano Carvalhêdo Castello Branco Gonçalves Fabio Hironaka Bicudo(Chairman)
Executive Board
Alexandre Americano (CEO) Ricardo Levy (Deputy president and Investor Relations Officer)
Accountant
Ana Paula Vergetti Diniz CRC nº 087040/O-9
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Pursuant to requirements of Corporate By-Laws, the Company itself, its shareholders and its management have undertaken to settle by arbitration all and every dispute or contention which may come up between them, especially arising out of, or related to the enforcement, effectiveness, lawfulness, interpretation, default, and its consequences, of the provisions of the Corporations Law, corporate By-Laws, the rules issued by the National Monetary Council and the Securities Commission (CVM), the regulations applicable to the operation of the capital market in general, besides those set out in the New Market Regulations, Market Arbitration Chamber Rules and under the New Market Participation Agreement. On September 30, 2015, Company share capital was represented by 840,106,107 common shares distributed as follows:
CONSOLIDATED SHAREHOLDING STRUCTURE OF THE CONTROLLING SHAREHOLDERS, MANAGERS AND FREE FLOAT
Position on 9/30/2015
Shareholder Number of Common
Shares (in units)
% Total Number of
Shares (in units)
%
Controlling Shareholder 528,461,557 62.90 528,461,557 62.90
Managers
Board of Directors 0 0.00 0 0.00
Executive Board 45,678 0.01 45,678 0.01
Supervisory Board* - - - -
Treasury Shares 0 0.00 0 0.00
Other Shareholders 311,598,872 37.09 311,598,872 37.09
Total 840,106.107 100 840,106,107 100
Free Float 311,598,872 37.09 311,598,872 37.09
*On September 30, 2015 In the Company the Advisory Board had not been called to convene.
On May 26, 2011, pursuant to a resolution passed at the Meeting of Company Board of Directors, held on March 24, 2011 a capital increase was carried out, whereby the number of Company shares was increased from 136,692,680 to 136,720,840, as a result of the exercise of the share subscription options. In February of 2012, pursuant to a resolution passed at the Meeting of Company Board of Directors held on February 29, 2012, a capital increase was carried out, upon issue of 9,633 new shares, due to the conversion of 6,383 debentures out of the 21,735,744 debentures issued by the Company on September 15, 2011. As a result, the number of Company shares was increased from 136,720,840 to 136,730,473.
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On March, 2012 pursuant to a resolution passed at the Meeting of Company Board of Directors, held on March 21, 2012, a capital increase was carried out upon issue of 984 new shares, following of the conversion of 649 debentures and issue of 7,040 new common shares, without par value, due to the exercise of the subscription options awarded as part of Company Share Purchase or Subscription Option Award Program. As a result, the number of Company shares was increased from 136,730,473 to 136,738,497. On May, 2012, pursuant to a resolution passed at the Meeting of Company Board of Directors, held on May 9, 2012, a capital increase was carried out, due to (i) the issue of 4,112 new shares, following the conversion of 2,701 debentures; and (ii) issue of 125,620 new common shares, without par value, following of the exercise of the share subscription options awarded as part of Company Share Purchase or Subscription Option Award Program. As a result, the number of Company shares was increased from 136,738,497 to 136,868,229. In the course of the same month, a new capital increase was carried out under a resolution passed at a Meeting of Company Board of Directors, held on May 24, 2012, ratifying the issue of 33,254,705 new common nominative shares of the Company, without par value, due to the conversion of 21,652,966 debentures. As a result, the number of Company shares was increased from 136,868,229 to 170,122,934. On May 24, 2012 the Board of Directors of ENEVA approved a Company capital increase, mounting to R$ 1,000,000,063.00, upon issue of 22,623,796 new shares. However, the new shares only started to exist upon completion of the capital increase and consequent approval, which took place in July, 2012 and ratification at a Meeting of the Board of Directors, held on July 25, 2012. In June of 2012, pursuant to a resolution passed at the Meeting of Company Board of Directors, held on September, 15, 2012, a capital increase was carried out, ratifying the issue of 514 new common nominative shares of the Company, without par value, due to conversion of 334 debentures. As a result, the number of Company shares was increased from 170,122,934 to 170,123,448. On June 25, 2012, Meeting the Board of Directors resolved to ratify the capital increase approved at the RCA (Meeting of the Board of Directors) held on May 24, 2012, at 11 am, amounting to one billion and sixty three reais (R$1,000,000,063.00), within the limits of the authorized capital, as a result of the subscription and full pay-in of the new 22,623,796 new common nominative shares, without par value, by E.ON AG (“E.ON”). Thus, the number of Company shares was increased from 170,123,448 to 192,747,244. According to the terms of the Minutes of the General Extraordinary Meeting of the Company, held on August 15,2012, by unanimous vote the shareholders in attendance approved a split of Company common shares, whereby each one (1) of the common shares was to correspond to three (3) shares of the same class. The split shares will be allocated to the ENEVA shareholders based on the shareholding structure on August 15, 2012. As a result, the number of Company shares was increased from 192,747,244 to 578,241,732. In January, 2013 a capital increase was carried out, as resolved at a Meeting of the Board of Directors, held on January 1, 2013, ratifying the issue of 147,480 new common shares, without par value, following the exercise of the share subscription options awarded as part of Company Share Purchase or Subscription Option Award Program, increasing the number of Company shares to 578,389,212.
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In February of 2013, a capital increase was carried out, as resolved at a Meeting of the Board of Directors, held on September 2, 2013, ratifying the issue of 27,000 common shares, without par value, due to the exercise of the subscription options awarded as part of the Company Share Purchase or Subscription Option Award Program, increasing the number of Company shares to 578,416,212. However, in face of a partial pay-in of the financial amount of the capital increase, Company Share Capital on March 31, 2013 amounted to R$ 3,736,269,091.89, an amount lower than the one stated in the Minutes of the Meeting of the Board of Directors held on February 6, 2013. The outstanding pay-in of the financial amount of the capital increase was carried out after the closing of the first quarter and, consequently, Company Share Capital amounted to R$ 3,736,354,722.02. In April of 2013, a capital increase was carried out, as resolved at a meeting of the Board of Directors, held on April 5, 2013, ratifying the issue of 34,500 new common shares, without par value, due to the exercise of the share subscription options warded as part of Company Share Purchase or Subscription Option Award Program, increasing the number of Company shares to 578,450,712. As a result of the above mentioned resolution, Company share capital went from R$ 3,736,354,722.02 to R$ 3,736,468,820.55. In May of 2013 a capital increase entered into effect, as resolved at a meeting of the Board of Directors, held on May 8, 2013, ratifying the issue of 29,250 new common shares, without par value, following the exercise of shares subscription options as part of the Company Shares Purchase or Subscription Option Award Program, increasing the number of Company Shares to 578,479,962. As a result of the above mentioned resolution, Company share capital went from R$ 3,736,468,820.55 to R$ 3,736,568,320.85. On September 16, 2013, a Meeting of the Board of Directors ratified Company capital increase, as resolved at a Meeting of the Board of Directors, held on July 3, 2013, amounting to R$ 799,999,995.15, within the limits of the authorized capital, as a result of the subscription and full pay-in of 124,031,007 new common nominative shares, without par value. Thus, the number of Company shares was increased from 578,479,962 to 702,510,969. Company share capital was increased from R$ 3,736,568,320.85 to R$ 4,536,568,316.00. In October of 2013, a capital increase was carried out, as resolved at a Meeting of Company Board of Directors held on October 21, 2013, ratifying the issue of 13.500 new common shares, without par value, due to the exercise of share subscription options awarded as part of Company Share Purchase or Subscription Option Award Program, taking the number of Company shares to 702,524,469. As a result of the above mentioned resolution, Company share capital went from R$ 4,536,568,316,00 to R$ 4,536,608,413.70. On August 1, 2014, a Meeting of the Board of Directors ratified Company capital increase, as resolved at a Meeting of the Board of Directors, held on September 5, 2014, amounting to R$ 174,728,680.26, within the limits of the authorized capital, following the subscription and pay-in of 137,581,638 new common nominative shares, without par value. Thus, the number of Company shares was increased from 702,524,469 to 840,106,107. Company share capital went from R$ 4,536,608,413.70 to R$ 4,711,337,093.96.
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Shareholding structure of the holders of over 5% Company shares of each kind and class up to the natural person (individual) level.
Companhia: ENEVA S.A.
Posição em 30/09/2015
Ações ordinárias* Total
Acionista Quantidade % Quantidade %
E.ON 360.725.664 42,94% 360.725.664 42,94%
Eike Fuhrken Batista
145.704.988 17,34% 145.704.988 17,34%
Centennial Asset Mining Fund LLC
20.208.840 2,41% 20.208.840 2,41%
Centennial Asset Brazilian Equity Fund LLC
1.822.065 0,22% 1.822.065 0,22%
FIA Dinâmica Energia
161.615.000 19,24% 161.615.000 19,24%
BNDESPAR 72.650.210 8,65% 72.650.210 8,65%
Outros 77.379.340 9,21% 77.379.340 9,21%
Total 840.106.107 100,00% 840.106.107 100,00%
*The share capital of ENEVA consists only of common shares.
Breakdown of the share capital of the legal entity (Company shareholder) up to the natural person (individual) level
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Company: Centennial Asset Mining Fund LLC Position on 06/30/2015
Quotas Total
Shareholder Quantity % Quantity %
Eike Fuhrken Batista 1,000 100 1,000 100
Total 1,000 100 1,000 100
Company: Centennial Asset Brazilian Equity Fund LLC Position on 06/30/2015
Quotas Total
Shareholder Quantity % Quantity %
Centennial Asset Mining Fund LLC 1,000 100 1,000 100
Total 1,000 100 1,000 100
For easier understanding a brief history of the changes to equity interest that took place at ENEVA, in the period of one year, is presented below: On May 27, 2013, E.ON SE and Mr. Eike Fuhrken Batista (“Parties”), the controlling shareholder of ENEVA, executed a Shareholders' Agreement (“Agreement”), under which the Parties set forth the most relevant terms and conditions that were to govern their relationship as, and while they remain (always complying with the termination provisions set in said Agreement) as shareholders of ENEVA, aiming at Shared Control of the Company by the Parties. E.ON and Mr. Eike Fuhrken Batista entered into an Investment Agreement executed on March 27, 2013 providing on the purchase by E.ON of the shares issued by ENEVA and were held by Mr. Eike Fuhrken Batista, followed by an ENEVA private capital increase, that was ratified on September 16, 2013. On September 30, 2014, Company share capital consisted of 840,106,107 common shares, with the following breakdown:
CONSOLIDATED SHAREHOLDING STRUCTURE OF THE CONTROLLING SHAREHOLDERS, MANAGEMENT AND D FREE FLOAT
Position on 12/31/2013
Shareholder Quantity of Common Shares
(In Units) %
Total Quantity of Common Shares
(In Units) %
Controlling Shareholder 528,461,557 62,90 528,461,557 62,90
Managers
Board of Directors 57,070 0.01 57,070 0.01
Executive Board 0 0 0 0
Supervisory Board* - - - -
Treasury Shares - - - -
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Other Shareholders 311,587,480 37,09 311,587,480 37,09
Total 840,106,107 100 840,106,107 100
Free Float 311,587,480 37,09 311,587,480 37,09
*In the fiscal year ended on September 30, 30/09/2014, the Supervisory Board was not called to convene by the General Meeting of the Company.
Shareholding structure of holders of over 5% of Company shares of each kind and class up to the natural person (individual level).
Company: ENEVA S.A. Position on 09/30/2014
(in shares)
Common shares* Total
Shareholder Quantity % Quantity %
Eike Fuhrken Batista 145,704,988 17,3 145,704,988 20.7
Centennial Asset Mining Fund LLC 20,208,840 2.4 20,208,840 2.9
Centennial Asset Brazilian Equity Fund LLC 1,822,065 0.2 1,822,065 0.3
E.ON 360,725,664 42,9 360,725,664 42,9
BNDESPAR 72,650,210 8,6 72,650,210 8,6
Other 238,994,340 28,4 238,994,340 28,4
Total 840,106,107 100 840,106,107 100
Breakdown of the share capital of the legal entity (Company shareholder) up to the natural person (individual) level
Company: Centennial Asset Mining Fund LLC Position on 09/30/2014
Quotas Total
Shareholder Quantity % Quantity %
Eike Fuhrken Batista 1,000 100 1,000 100
Total 1,000 100 1,000 100
Company: Centennial Asset Brazilian Equity Fund LLC Position on 09/30/2014
Quotas Total
Shareholder Quantity % Quantity %
Centennial Asset Mining Fund LLC 1.000 100 1.000 100
Total 1.000 100 1.000 100
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♀ On November 5, 2015, it was approved in the Board of Directors Meeting, the increase of the
Company's capital stock, as approved at the Extraordinary General Meeting held on August 26, 2015
in the amount of R $ 2,300,531,398.65, due to the subscription and full payment of 15,336,875,991
new common shares with no par value. In this way, the number of shares increased from 840,106,109
to 16,176,982,098. The Company's capital increased from R $ 4,711,337,093.96 to R $
7,011,868,492.61.
After the capital increase , the Company's share capital is now composed of 16,176,982,098
common shares , as follows:
shareholder base
%
BTG Pactual 8.019.078.311 49,57092%
E.ON 1.980.876.587 12,24503%
Itaú Unibanco 1.884.283.260 11,64793%
ICE Canyon 1.100.447.853 6,80255%
Bullseye 1.055.689.298 6,52587%
Outros 2.136.606.789 13,20770%
Total 16.176.982.098 100,00000%
3Q15 Earnings Release
Economic and Financial Performance
1. Net Operating Revenues
In 3Q15, ENEVA recorded consolidated net operating revenues of R$366.0 million, vs R$353.8 million in 3Q14.
The increase of R$11.5 million was mostly attributable to earnings from power settlement in the Free Market, which
were higher by R$15.4 million within the period, mainly as a result of the increase of the amount of power allocated
by plants to the Free Market due to changes in regulatory rules, effective as of January 2015. Aneel – Brazil’s
Electricity Regulatory Agency reviewed free and captive markets ratio allocation in 2014 in order to stabilize the
power settlement of regulated contracts throughout the contract’s term and to adjust the power allocation of plants
with different regulated contracts.
Net revenues in 3Q15 consisted largely of revenues from Itaqui and Parnaíba I’s Regulated Market Power Purchase
Agreements (PPA), which totaled R$156.2 million and R$209.4 million, respectively. Parnaíba I’s revenue was hit
by a reduction of R$14.8 million in variable revenues as a result mainly of the reduction in the plant’s availability
due to gas optimization in the Parnaíba Complex. Additionally, Parnaíba I’s revenue was understated in R$5.5
million due to a miscalculation by CCEE – Power Trading Clearing Chamber, which is already being challenged by
the Company. Parnaíba II’s revenues of R$19.9 million comprised the reimbursement of 50% of its operating costs
by Parnaíba I for partially substituting the latter thermal plant’s generation, as provided for in the Aneel agreement
to postpone the Parnaíba II startup date.
A breakdown of 3Q15 operating revenues is shown below:
Operating Revenues
(R$ million) Itaqui Parnaíba I Parnaíba II Amapari Write Off1 Consolidated
Gross Revenues 173.5 232.9 22.0 0.0 (21.5) 406.9
Fixed Revenues 84.2 118.1 0.0 0.0 0.0 202.3
Variable Revenues 62.1 107.9 0.0 0.0 0.0 170.1
Free Market allocation 9.3 9.6 0.0 0.0 0.0 18.9
Ballast liquidation 4.6 0.0 0.0 0.0 0.0 4.6
Other Revenues 0.0 0.0 22.0 0.0 (21.5) 0.5
Adjustments from previous periods 13.4 (2.7) 0.0 0.0 0.0 10.7
Deductions from Operating Revenues (17.4) (23.6) (2.0) 0.0 2.0 (40.9)
Net Operating Revenues 156.2 209.4 19.9 0.0 (19.5) 366.0
1 Write off as a consequence of consolidation elimination, according to accounting practices.
3Q15 Earnings Release
3Q15 Earnings Release
2. Operating Costs
Operating Costs
(R$ million) 3Q15 3Q14 %
Personnel and Management (13.2) (10.8) 21.8%
Fuel (135.2) (142.4) -5.1%
Outsourced Services (26.0) (32.3) -19.4%
Leases and Rentals (46.8) (86.4) -45.8%
Energy Acquired for Resale (2.8) (5.5) -49.7%
Other Costs (43.0) 65.4 -
Transmission Charges (19.5) (11.3) -8.3%
Compensation for Downtime (5.7) 89.7 -95.4%
Other (17.8) (13.0) 36.9%
Total (267.0) (212.1) 25.9%
Depreciation and Amortization (43.5) (35.4) 22.9%
Total Operating Costs (310.6) (247.6) 25.4%
Operating costs totaled R$310.6 million in 3Q15, R$63.0 million higher than in the same period last year, mainly
as a result of an increase of R$101.3 million in unavailability charges compared to 3Q14. To recall, in 3Q14,
unavailability charges were boosted by a positive impact of R$118.3 million (R$100.5 million for Itaqui and R$17.8
million for Parnaíba I), as a result of two different causes: (i) a decision of Aneel which benefited Itaqui by
determining the recalculation of plant’s unavailability charges on an hourly-based methodology since its startup;
and (ii) an accounting adjustment in Parnaíba I due to a Federal Court decision in September 2014 which provided
for charging ADOMP on an 60-month rolling average methodology (instead of the hourly basis calculation).
The fuel cost reduction was mainly due to the reduction in fuel consumption by Parnaíba I, whose generation has
been partially covered by Parnaíba II’s operations as part of the agreement with Aneel to postpone the Parnaíba II
startup date, which had an impact of R$12.5 million on this line. Nevertheless, despite the reduction of 22.9% in
coal prices over the period, the BRL/USD FX rate adjusted by 46,4% thus impacting fuel cost of Itaqui, which rose
by R$5.4 million in the period. Fuel costs in the quarter totaled R$135.2 million, R$70.9 million of which incurred
by Itaqui and R$64.3 million by Parnaíba I.
Outsourced services account totaled R$26.0 million, a reduction of R$6.3 million over the period, mainly due to
lower costs with ash disposal incurred by Itaqui (-R$4.2 million).
The leases and rentals account line, which totaled R$46.8 million in the quarter, mainly comprises lease costs
incurred by Parnaíba I, in accordance with its gas supply contract (R$65.2 million). As a result of Parnaíba II
partially substituting Parnaíba I, the latter has borne 50% of Parnaíba II’s operating costs. These costs (R$21.5
million) have been compensated by the Parnaíba Complex gas suppliers PGN and BPMB through a temporary
reduction in the gas costs billed to Parnaíba I, as part of an settlement agreement signed in 1Q15. It is worth
noting that, in 3Q14, lease cost was boosted by R$23.4 million due to the accounting of understated payments of
Parnaíba I’s fixed gas treatment facility lease cost during 2014.
3Q15 Earnings Release
The operating costs in 3Q15 were also impacted by higher costs associated with insurance, due to updated risk
assessment on all assets, to an increase of 62.1% in the FX rate and to the startup of Parnaíba II as of December,
2014.
The power trades resulting from the annual revision of the plants’ firm energy, as provided for in the PPAs,
decreased by R$2.7 million especially due to the reduction of 70% in energy spot prices in a quarterly comparison,
despite higher ballast demand by Itaqui (+13.76MWavg). Nevertheless, the sale revenues of the energy associated
with the collateral contract purchase used to cover the Itaqui’s firm energy shortage amounted to R$4.6 million.
The other costs account, which totaled R$26.8 million in 3Q15, is mainly composed of transmission charges (TUST),
amounting to R$19.5 million, and of compensation for power plant downtime (unavailability charges, also known
as ADOMP), amounting to R$5.7 million. According to the ADOMP rules in place, the plants have to reimburse the
DisCos for the cost of undelivered energy, whose calculation is based on a 60-month rolling average priced by the
difference between their declared variable cost per MWh (CVU) and the energy spot price (PLD). In 3Q15, Itaqui
and Parnaíba I incurred in unavailability charges amounting to R$0.2 million and R$5.4 million, respectively.
Additionally, due to a regulatory change in the ADOMP calculation, which is currently being challenged by the
Company, downtime charges were overstated by R$2.4 million in Parnaíba I. Excluding the one-time events that
impacted figures in 3Q14, as previously mentioned, unavailability charges decrease by R$25.3 million mainly as a
result of a decrease of 70% in spot prices of North region.
Operating Highlights: Despite the high records for the period, generation interruptions were mostly related with
ventilation systems and coal mills, decreasing Itaqui’s availability. Net generation totaled 624GWh.
Gas optimization procedures in 3Q15 compromised availability of Parnaíba I and also Parnaíba II, which has been
generating in substitution of part of Parnaíba I since December 2014. During the period, Parnaíba I’s availability
was also impacted by a 5-day planned outage of the gas treatment facility in order to allow the unit’s upgrade for
processing more gas volume and to connect additional infrastructure to meet future gas supply of the Parnaíba
Complex. Net generation reached 1,089GWh, including 552GWh from Parnaíba II.
87% 90% 88%74%
91% 92% 88% 91%
3Q14 4Q14 1Q15 2Q15 Jul-15 Aug-15 Sep-15 3Q15
Itaqui - Energy Availability
94% 86% 81%94%
79% 91% 81% 84%
3Q14 4Q14 1Q15 2Q15 Jul-15 Aug-15 Sep-15 3Q15
Parnaíba I - Energy Availability
3Q15 Earnings Release
3. Operating Expenses
Operating expenses, excluding depreciation and amortization, amounted to R$14.4 million, R$10.4 million lower
than on 3Q14. In the same period, the Holding Company posted operating expenses, excluding depreciation and
amortization, of R$8.8 million, vs. R$18.7 million in 3Q14. The second-quarter IPCA inflation index increased by
9.49%.
Operating Expenses Consolidated
(R$ million) 3Q15 3Q14 %
Personnel (4.4) (5.7) -23.6%
Outsourced Services (8.0) (15.9) -49.9%
Leases and Rentals (1.0) (2.2) -56.1%
Other Expenses (1.1) (1.0) 11.4%
Total (14.4) (24.8) -41.9%
Depreciation and Amortization (0.8) (0.8) 2.3%
Total Operating Expenses (15.2) (25.6) -40.5%
Operating Expenses Holding
(R$ million) 3Q15 3Q14 %
Personnel (4.4) (4.6) -4.4%
Stock Options - 3.4 -100.0%
Outsourced Services (3.0) (11.6) -74.3%
Leases and Rentals (0.9) (2.1) -56.0%
Other Expenses (0.6) (0.5) 12.4%
Total (8.8) (18.7) -52.9%
Depreciation and Amortization (0.6) (0.6) 5.7%
Total Operating Expenses (9.5) (19.3) -51.0%
The main changes were as follows:
Personnel: Personnel expenses totaled R$4.4 million in 3Q15, vs. R$5.7 million in the same period last
year, largely as a result of:
Organizational redesign and streamlining, especially in the Holding Company, with a 24% reduction in
its total headcount, and a decline in labor costs associated with layoffs (-R$3.1 million);
Settlement of accounting provision adjustments for legacy stock-option-related expenses made in
3Q14, as a result of a decrease in both the number of options outstanding and the share price (+R$4.6
million).
Outsourced services: Expenses with outsourced services in 3Q15 totaled R$8.0 million, down R$7.9
million in relation to 3Q14. The highlights were:
Decrease in IT expenses due to in-house infrastructure development in recent months (-R$4.4 million);
Accounting provision adjustments related to shared services allocation between the Holding and the
plants (-R$3.2 million);
Increase in consulting services related to gas E&P activities (+R$1.4 million) and to financial
restructuring and the Judicial Recovery process (+R$1.1 million).
3Q15 Earnings Release
Leases and rentals: Reduction of R$1.2 million YoY mainly due to corporate headquarters’ facilities
reduction.
4. EBITDA
ENEVA reported 3Q15 EBITDA of R$84.5 million, vs R$116.8 million in the same period last year. Despite the
reduction, which was primarily due to the positive impact in unavailability charges in 3Q14 amounting to R$118.3
million from favorable outcomes from plants’ claims in Aneel and court decisions, it is worth noting the following:
Despite the ongoing gas optimization at the Parnaíba Complex that led to a reduction in Parnaíba I’s
variable revenues, gas supply costs were reduced as a consequence of the agreement entered into with
PGN and BPMB, which were responsible for increasing this plant’s EBITDA by R$21.5 million. Unavailability
charges in Parnaíba I were overstated, which had a negative impact on plant’s operating cost of R$2.4
million. Parnaíba I reported 3Q15 EBITDA of R$46.9 million;
In Itaqui, FX depreciation and lower spot prices positively impacted costs related to Fuel, Energy acquired
to resale and downtime costs, leading to EBITDA of R$45.0 million in 3Q15 (R$33.4 million higher than in
3Q14 excluding one-off impacts);
Holding’s EBITDA totaled -R$8.8 million in 3Q15, R$9.9 million higher than 3Q14, as a result of lower costs
associated with IT and corporate headquarters’ facilities rental.
If we exclude the impacts of the overstated unavailability charges in Parnaíba I, Consolidated EBITDA for the period
would have come to R$86.9 million.
5. Net Financial Result
Financial Result
(R$ million) 3Q15 3Q14 %
Financial Income 26.7 43.9 -39.3%
Monetary variation 0.9 1.4 -36.0%
Revenues from financial investments 24.7 22.1 11.9%
Marking-to-market of derivatives - 11.7 -100.0%
Settlement of derivatives - - -
Present value adjust. (debentures) - (0.0) -100.0%
Other 1.1 8.8 -87.5%
Financial Expenses (185.9) (141.6) 31.3%
Monetary variation (35.8) (14.1) 154.2%
Interest expenses (128.1) (118.5) 8.2%
Settlement of derivatives - - -
Marking-to-market of derivatives - - -
Costs and Interest on Debentures (0.0) (0.1) -68.7%
Other (22.0) (9.0) 145.0%
Net Financial Result (159.2) (97.7) 63.1%
3Q15 Earnings Release
In 3Q15, ENEVA recorded a net financial expense of R$159.2 million, compared to a net expense of R$97.7 million
in 3Q14.
The negative impact of R$61.2 million was mainly due to the increase of the fluctuations in the FX-rate, which hit
debt denominated in foreign currency, increasing the net monetary variation by R$22.2 million. The upturn of
R$9.1 million in Interest expenses is mainly a consequence of two reasons: (i) the Holding company debt stock
reduction and the reprofiling of the remaining debt balance, as a consequence of the implementation of Judicial
Recovery Plan measures, aid in falling by R$36.4 million of its Interest expenses; and (ii) the startup of Parnaíba
II, which led to the start of payment of the plant’s loans interest, amounting to R$37.5 million. Also, Parnaíba II
short-term debt renegotiation and Parnaíba I bank guarantees renewal impacted Financial expenses by a total of
R$20.6 million. The settlement of a hedge instrument in the Holding company in December 2014 contributed for
the deterioration in R$11.7 million of the financial income, out of a total of R$17.3 million negative result.
As mentioned earlier, with the conclusion of the capital increase, reduces the remaining Holding debt by 40% by
a debt-to-equity conversion, amounting to R$985 million.
6. Equity Income
The Company reported negative equity income of R$8.2 million, mainly impacted by the net financial result of
Pecém II, which was impacted by higher debt service costs as a result of the increase of the reference rates on the
plant’s loans.
The following analyses consider 100% of the projects. On September 30, 2015, ENEVA held an interest of 50.0%
in ENEVA Participações and 52.5% in both Parnaíba III and Parnaíba IV (30% as a direct investment and 22.5%
through ENEVA Participações).
6.1. Pecém II
INCOME STATEMENT - Pecém II
(R$ million) 3Q15 3Q14 %
Net Operating Revenues 142.0 126.7 12.0%
Operating Costs (109.5) (95.4) 12.0%
Operating Expenses (1.9) (2.0) -4.1%
Net Financial Result (52.8) (39.4) 34.2%
Other Revenues/Expenses 0.9 0.1 -
Earnings Before Taxes (21.4) (9.9) 116.5%
Taxes Payable and Deferred - - -
NET INCOME (21.4) (9.9) 116.5%
EBITDA 47.3 45.8 3.3%
3Q15 Earnings Release
Pecém II generated revenues of R$142.0 million in the quarter, comprising:
Fixed revenues amounting to R$75.9 million;
Variable revenues totaling R$68.2 million;
Free market allocations amounting to R$9.8 million;
Adjustments from previous periods totaling R$4.8 million;
Deductions from operating revenues amounting to R$16.8 million.
In 3Q15, Pecém II’s variable revenues were 15.8% higher than 3Q14. This result was influenced by a higher net
generation in the period.
Operating costs totaled R$92.7 million in the quarter, excluding depreciation and amortization, R$13.8 million
higher than 3Q14, manly comprising:
Fuel costs of R$65.2 million, divided between coal (R$61.2 million) and diesel and other costs (R$4.0
million);
Transmission charges amounting to R$6.1 million; and
Unavailability costs of R$2.4 million. Due to a change in the regulatory framework, which is currently being
challenged by the Company, unavailability charges were overstated by R$2.4 million.
In 3Q15, Pecém II recorded positive EBITDA of R$47.3 million, 3.3% higher than 3Q14. EBITDA adjusted by the
overstated unavailability charges raises to R$49.7 million.
The net financial expense amounted to R$52.8 million, mainly impacted by higher interest expenses, as a result of
the increase in the long-term financing interest reference rates and the debt renegotiations carried out in 2Q15,
which basically consisted of the addition of a 6-month interest grace period and a 21-month amortization grace
period.
Pecém II reported a net loss of R$21.4 million, impacted by higher Operating Costs and upturn in the net financial
expense.
Operating Highlights: The plant recorded great availability figures in July and August. However, availability
moved down in September due to a repair of the heat exchanger of the generator. Net generation totaled 646GWh
(232GWh in June, 227GWh in August and 184GWh in September).
77%99% 89%
53%
100% 93%76%
90%
3Q14 4Q14 1Q15 2Q15 Jul-15 Aug-15 Sep-15 3Q15
Pecém II - Energy Availability
3Q15 Earnings Release
6.2. ENEVA Participações S.A.
6.2.1. Holding Operating Expenses
Operating Expenses Holding ENEVA Participações S.A.
(R$ million) 3Q15 3Q14 %
Personnel (0.9) (5.5) -84.1%
Outsourced Services (0.7) (0.8) -4.6%
Leases and Rentals (0.0) (0.5) -98.5%
Other Expenses (0.1) (0.3) -49.1%
Total (1.7) (7.1) -75.4%
Depreciation and Amortization (0.0) (0.0) 0.0%
Total Operating Expenses (1.8) (7.1) -75.2%
Operating expenses, excluding depreciation and amortization, amounted to R$1.7 million in 3Q15, a decrease of
R$5.3 million compared to 3Q14. The main changes are summarized as follows:
Personnel: Personnel expenses totaled R$0.9 million in 3Q15, compared to R$5.5 million in the same
period in the previous year. The reduction was largely a result of:
Leaner corporate structure with a substantial reduction in the workforce and a decline in labor costs
associated with layoffs (-R$1.5 million);
Lower shared expenses from personnel transferred from ENEVA Participações to the plants (-R$1.4
million);
The reduction in provisions for legacy stock option-related expenses resulting from a decrease in the
number of options outstanding and the share price since 2Q14 (-R$0.2 million); and
Accounting provision adjustments related to shared services transferred from the Holding to the plants
(-R$2.1 million).
Leases and rentals: Reduction of R$0.5 million over the period mainly due to corporate facilities
reduction/reorganization.
3Q15 Earnings Release
6.3.2. Parnaíba III
INCOME STATEMENT - Parnaíba III
(R$ million) 3Q15 3Q14 %
Net Operating Revenues 63.9 55.5 15.2%
Operating Costs (36.0) (65.1) -44.6%
Operating Expenses (1.2) (0.9) 33.3%
Net Financial Result (1.0) (2.2) -53.6%
Other Revenues/Expenses 0.0 11.0 -100.0%
Earnings Before Taxes 25.7 (1.7) -
Taxes Payable and Deferred (4.6) 0.0 -
NET INCOME 21.1 (1.7) -
EBITDA 28.3 (8.8) -
Net revenues in the quarter amounted to R$63.9 million, consisting of:
Fixed revenues totaling R$26.2 million;
Variable revenues amounting to R$28.9 million;
Free market allocations totaling R$3.1 million;
Adjustments from previous periods amounting to R$12.8 million;
Deductions from operating revenues totaling R$7.1 million.
Parnaíba III’s revenues raised by 15.2% over the same period last year as a consequence of a 9.0% increase in
net generation.
Operating costs, excluding depreciation and amortization, amounted R$34.4 million, a reduction of 29.0 million
compared to 3Q14, and mainly comprised:
Fuel - natural gas (R$18.2 million);
Lease costs, in accordance with the gas supply agreement (R$11.8 million); and
Unavailability costs (R$0.4 million). Due to a change in the regulatory framework, which is currently being
challenged by the Company, unavailability charges were overstated by R$0.6 million.
In 3Q15, Parnaíba III recorded positive EBITDA of R$23.8 million. EBITDA adjusted by the overstated unavailability
charges raise to R$24.2 million.
The net financial expense amounted to R$1.0 million, affected by higher debt charges in 3Q15.
Parnaíba III reported net income of R$21.1 million in 3Q15.
Operating Highlights: Parnaíba III’s availability decrease in August and September, due to optimization
procedures in the Parnaíba Complex. In September the plant’s availability was also impacted by a 5-day planned
outage of the gas treatment facility in order to allow the unit’s upgrade for processing more gas volume and to
connect additional infrastructure to meet future gas supply of the Parnaíba Complex. Net generation totaled
252GWh.
3Q15 Earnings Release
6.3.3. Parnaíba IV
INCOME STATEMENT - Parnaíba IV
(R$ million) 3Q15 3Q14 %
Net Operating Revenues 7.2 4.7 53.0%
Operating Costs (2.0) 9.7 -
Operating Expenses (0.2) (0.3) -27.0%
Net Financial Result (7.9) (6.1) 28.7%
Other Revenues/Expenses - 0.7 -100.0%
Earnings Before Taxes (2.9) 8.7 -
Taxes Payable and Deferred 1.0 (3.0) -132.9%
NET INCOME (1.9) 5.8 -
EBITDA 6.3 15.4 -59.0%
INCOME STATEMENT - Parnaíba Comercializadora
(R$ million) 3Q15 3Q14 %
Net Operating Revenues 0.6 (3.8) -
Operating Costs (3.0) (10.1) -70.2%
Operating Expenses (0.0) (0.0) -23.1%
Net Financial Result (0.1) (0.1) -18.1%
Other Revenues/Expenses 0.0 - -
Earnings Before Taxes (2.4) (14.0) -82.5%
Taxes Payable and Deferred - - -
NET INCOME (2.4) (14.0) -82.5%
EBITDA (2.4) (13.9) -82.9%
82%67%
96% 89% 99%78%
63%80%
3Q14 4Q14 1Q15 2Q15 Jul-15 Aug-15 Sep-15 3Q15
Parnaíba III - Energy Availability
3Q15 Earnings Release
As of July, 2014, Parnaíba IV’s energy supply structure has consisted of two entities, Parnaíba IV itself and
Parnaíba Comercializadora, in which different revenues and costs of the business are accounted. Parnaíba IV and
Parnaíba Comercializadora are interrelated companies, the latter being the trading vehicle through which Parnaíba
IV’s energy is sold.
Parnaíba IV’s net revenues in the quarter amounted to R$7.2 million, mainly composed of the plant lease contract
with Parnaíba Comercializadora totaling R$7.9 million. Parnaíba Comercializadora’s revenues totaled R$0.6 million
from market power sales amounting to R$1.9 million after accounting adjustments from previous periods (-R$1.2
million).
Excluding depreciation and amortization, Parnaíba IV’s operating costs came to R$0.7 million in 3Q15, mainly
composed of costs with insurance, materials and service. Parnaíba Comercializadora’s costs came to R$3.0 million,
largely consisting of:
Natural gas (R$7.4 million), recognized under energy acquired for resale due to the company’s trading
purpose;
Energy acquisitions, consisting solely of the costs associated with submarket exposure, amounting to R$1.7
million;
Lease costs (R$7.8 million), comprising the lease contract with Parnaíba IV (R$7.9 million) and Kinross’s
46MWavg contribution to the power supply, in accordance with the contract entered into with this party,
amounting to R$15.7 million; and
Transmission charges (R$0.9 million).
Parnaíba IV recorded a net financial expense of R$7.9 million, R$1.6 million higher than in 3Q14, due to higher
interest expenses from accrual of interest.
Operating Highlights: During the period, Parnaíba IV’s availability decreased due to engine repairs carried out
in July and to a planned outage of the gas treatment facility in September that impacted all plants of the Parnaíba
Complex, as already mentioned. Net generation totaled 106GWh.
91% 91%72%
94% 88% 98%71%
86%
3Q14 4Q14 1Q15 2Q15 Jul-15 Aug-15 Sep-15 3Q15
Parnaíba IV - Energy Availability
3Q15 Earnings Release
7. Net Income
In 3Q15, ENEVA reported a net loss of R$113.9 million, R$143.0 million less than in the same period last year,
when several elements impaired the last line of the income statement, such as the partial sale of Pecém II,
overstated leases and rental costs in Parnaíba I and downtime costs reimbursements, totaling R$135.3 million.
Excluding these effects, net income of 3T14 would have come to a loss of R$164.4 million, R$50.5 million lower
than in 3Q15.
The better results disclosed in 3Q15 are mainly a result of plants’ stable operations, FX devaluation that helped
decrease Fuel costs but adversely impacted Interest expenses, lower energy spot prices and effectiveness of
Holding expenses control.
The adjusted net result for the period, excluding non-recurring impacts on EBITDA, was a loss of R$111.5 million.
INCOME STATEMENT
(R$ million) 3Q15 3Q14 %
Net Operating Revenues 366.0 353.8 3.4%
Operating Costs (310.6) (247.6) 25.4%
Operating Expenses (15.2) (25.6) -40.5%
Net Financial Result (159.2) (97.7) 63.1%
Equity Income (8.2) 12.5 -
Other Revenues/Expenses (5.1) 40.9 -
Earnings Before Taxes (132.4) 36.4 -
Taxes Payable and Deferred 18.2 (7.3) -
Minority Interest 0.3 (0.0) -
NET INCOME (113.9) 29.1 -
EBITDA 84.5 116.8 -27.6%
8. Debt
On September 30, 2015, consolidated gross debt amounted to R$4,957.3 million, an increase of 1.5% in relation
to the amount recorded on June 30, 2015, mainly as a result of the accrual of interest on Holding debt during the
interest grace period (R$74 million). With the conclusion of the capital increase on November 5, 2015, R$986.0
million of the Holding debt has been converted into equity. In comparison with September 30, 2014, consolidated
gross debt fell by 1.8%, or R$92.4 million, mainly due to the approval of the Judicial Recovery Plan, which provided
for a 20% reduction to the Holding Company’s outstanding debt (-R$227 million), and to the debt roll-over of
Parnaíba II without settlement of principal and interest of the previous credit facility (+R$130 million).
3Q15 Earnings Release
Consolidated Debt Profile (R$ million)
The balance of short-term debt at the end of September, 2015 was R$826.3 million, R$226.3 million less than
June 30, 2015. All short-term debt was allocated in the projects (vs. R$1,052.6 million on June 30, 2015), as
follows:
R$129.9 million related to the current portion of the short-term debt of Itaqui and Parnaíba I;
R$696.4 million related to bridge loans to Parnaíba II.
As a consequence of the approval of the Judicial Recovery Plan, the Holding Company’s outstanding debt, after the
aforementioned 20% reduction, has been re-profiled and fully allocated to the long term. On September 30, 2015,
consolidated long-term debt was R$4,131.0 million, the average cost of debt was 13.32% p.a. and the average
maturity was 6.9 years.
Debt Maturity Profile* (R$ million)
*Amounts include principal + capitalized interest + charges
Out of the total debt due on the next 12 months, R$696.4 million refers to Parnaíba II, which will be re-profiled as
soon as the Company concludes current negotiations with financial institutions. The debt amounting to R$255.8
million, due in 2017, will be apportioned in the long-term as a consequence of the disbursement of a credit facility
by Itaú Unibanco on October 2015.
Debt, net of cash and charges on debt, closed 3Q15 at R$4,702.6 million, 5.3% less than at the end of 2Q15.
2.04941%2.908
59%
Working Capital Project Finance
82617%
4.13183%
Short Term Long Term
254,7826,3
9,1
388,2
139,7
1.545,1
2.048,9
Cash & Cash
Equivalents
12M 4Q16 2017 2018 From 2019 on
Project Finance Working Capital
3Q15 Earnings Release
Consolidated Cash and Cash Equivalents (R$ million)
*DSRA = Debt Service Reserve Account
Consolidated cash and cash equivalents totaled R$254.7 million at the end of September, 2015, R$163.7 million
lower than June 30, 2015.
9. Capital Expenditures (Accounting view)
During 3Q15, ENEVA’s consolidated capex totaled R$34.1 million, mainly due to investments on water supply
infrastructure for the Parnaíba Complex and to the remaining investments in deployment of Parnaíba II.
Consolidated Assets (R$ million)
3Q15 4Q14
Capex Interest
Capitalized Depreciation & Amortization
Capex Interest
Capitalized Depreciation & Amortization
Itaqui 2.8 0.0 -18.6 -359.8 0.0 -19.6
Parnaíba I 17.7 0.0 -13.2 -51.8 0.0 -11.9
Parnaíba II 13.6 0.0 -12.0 -41.4 15.7 -3.9
Consolidated Equity Assets – Adjusted by ENEVA’s interest (R$ million)
3Q15 4Q14
Capex Interest
Capitalized Depreciation & Amortization
Capex Interest
Capitalized Depreciation & Amortization
Pecém II 1.7 0.0 -16.8 11.2 0.0 -16.5
Parnaíba III 1.3 0.0 -1.6 1.0 0.0 -1.6
Parnaíba IV 0.4 0.0 -1.3 12.0 0.0 -1.3
418,5
354,6 (330.9)
(105.8)
(51.0)(16.5) (14.2)
254.7
Cash and Cash
Equivalents
(2Q15)
Revenues Operating Costs
and Expenses
Debt Service CAPEX Intercompany
Loans and
Contributions to
Subsidiaries
DSRA/Others Cash and Cash
Equivalents
(3Q15)