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Contents
2011 Management Report.....3 Independent Auditors Report on Financial Statements ........23 Balance Sheet ..................25 Statements of Income and Comprehensive Income .....27 Statements of Changes in Consolidated Shareholders Equity ......29 Statements of Cash Flows ......30 Statements of Added Value 31 Notes to the Financial Statements .32
MESSAGE FROM MANAGEMENT Dear Shareholders, In early July 2011, we announced an important strategic agreement with Light which will join RR Participaes in the Companys controlling shareholder block through its subscription to Renova Energias primary common stock issue. This agreement also included a commitment to purchase 400 MW of wind power installed capacity from the projects in our portfolio. These projects are expected to begin operations- in 2015 and 2016, thus guaranteeing the growth of our installed capacity base in the coming years. Considering the strategic agreement, Renova Energia becomes the vehicle for generating alternative sources of Light/ CEMIG group, largest energy trader in the brazilian free market, based on the total amount commercialized in 2010. This partnership provides an important avenue for growth of the company that will have a preemptive right to sell wind power for Light, when this buys energy from that source of energy to supply its consumers. We also highlight the access to the group of special customers Light/CEMIG. The special customers have load between 0.5 and 3.0 MW can only become free consumers if they buy incentivized energy, energy generated from projects that generate energy from alternative sources such as wind farms, small hydroelectric plants - SHPs and biomass. This years A-3 and reserve energy auctions were announced for August 17 and 18. Maintaining the strategy pursued in previous years, we registered 19 wind power projects for participation in the energy auctions. We believe our wind power projects are positioned among those with the best load factor, which when combined with the gains of scale from projects already under construction, makes them highly competitive. We also advanced the deployment of wind farms contracted in LER 2009, passing through the stage of concrete foundations, paving of access roads and installation of electrical infrastructure necessary to get our first wind turbines to begin assembly and installation in the coming months. We believe we are among the best companies in the generation of renewable energy sector, and we remain confident in our strategy of work in an integrated way, reinforced by the strategic partnership with Light.
Renova Energia has 19 wind farms totaling 424 MW with technical approval for participation in the reserve and A3 auctions of 2011. We believe the companys registered projects are competitive considering their load factors, as certified by Garrad Hassan and Inova, two respected consultancies in wind power. There has been increasing interest among the major wind power equipment suppliers in establishing a manufacturing capability in Brazil following the total 4.7 GW of alternative energy contracted at the 2009 and 2010 auctions as well as the announcement of auctions for 2011 and, above all, signs from the Federal Government of an intention to contract wind energy on a regular basis through auctions. This points toward continued growth, stable regulations and sources of long-term financing for contracted projects.
On June 2 2011, the Ministrio de Minas e Energia (MME) began a public consultation process for The Ten-Year Energy Expansion Plan - 2020 (PDE). The PDE is one of the main instruments for planning energy requirements and is an important tool in reaching decisions on maintaining Brazils growth and economic stability. The PDE indicates that Brazil possesses considerable energy potential to meet the demands of economic growth, a highlight being its renewable energy sources such as wind farms, large and small hydroelectric plants and biomass plants. The main recommendation of PDE is to prioritize the contribution of these renewable sources to meet growth in electricity demand in the coming decade. As has been seen from the results of recent new and reserve energy auctions, this prioritization is being viewed as increasingly opportune and advantageous because these energy sources are offering notably competitive generation costs. In this sense, wind power highlighted with an average purchase price of R$ 122.69/MWh at the last reserve energy auction held in August 2010 while the other alternative sources, SHPs and biomass were sold at R$ 130.72/ MWh and R$ 142.95/MWh, respectively. The scenario set out in the PDE gives priority to hydroelectric power plants and alternative sources during the planning cycle with no fossil fuel source recommended. As seen in the table below, wind powers share of total installed capacity of alternative energy is set to increase significantly, from 12% in 2011 to 44% in 2013.
The increase of wind source participation is also considerable when the installed capacity evolution is compared to different generation sources throughout the PDE study period, according with the table below.
This measure is designed to make the installation of small-scale projects located close to demand hubs viable propositions through a federal provision for a discount (not less than 50%) on tariffs for use of the transmission (TUST) and distribution (TUSD) systems for certain classes of generation companies. The benefit of this discount on power line utilization also extends to consumers who purchase the energy from these generation companies. The agents in the Incentivized Energy Market are:
1.2.1.
Owners of SHPs or projects based on solar, wind or biomass sources with a capacity equal to or less than 30 MW as well as any project with installed capacity equal to or less than 1 MW;
1.2.2.
Special Consumers
A consumer unit or group of consumer units from Group A, who are members of the same submarket on the National interconnected System (Sistema Interligado Nacional), or SIN, joined by common interests in fact or law, and whose load is at least 500 kW. Incentivized Energy Purchase Agreements (CCEI) contain clauses and prices freely negotiated between the incentivized generation company and the special consumer. The opportunity cost of the sale of incentivized energy also takes into consideration the power line utilization discount received by the special consumer (supply rate = energy rate + wire rate). The value of this discount can be incorporated in the tariff offered by the incentivized generation company, as the contracting of this type of energy is a prerequisite for a discount on the TUSD charge. The free contracting environment is predominantly made up of large energy consumers with consumption in excess of 3 MW. However, it is estimated that special consumers also account for a significant proportion of the matrix: this is an excellent market opportunity for alternative sources, as migration to the free market is only allowed if energy is purchased from an incentivized source, in other words: SHP, wind or biomass source.
2. Renova Energia
Renova Energia S.A. (RNEW11) is a company of electric power generation from renewable sources with an emphasis on wind farms and SHPs. Renova is currently the only company focused on alternative energy in Brazil to have its shares listed on BM&FBovespa. The company prospects, develops and implements renewable energy generation projects. In its 11 years of operations, Renova has invested in the creation of a highly qualified multidisciplinary team formed of professionals with experience in the electric sector. Renova was the largest seller at the reserve energy auctions of 2009 and 2010, with 456 MW of installed capacity sold. It has created Brazils largest wind farm complex, located in the semi-arid region of the state of Bahia. On July 8 2011, Renova reached a strategic agreement with Light. Light will invest R$ 360 million in Renova, acquiring 26.2% of the Companys total capital stock and will join RR Participaes S.A. in Renovas controlling 1 block, where each company will have a 35.1% stake in Renovas voting capital .
1
Does not take into account the exercise of preemptive right by minority shareholders.
The strategic agreement will be effected through the primary issuance of 50,561,798 ordinary shares at R$ 7.12 per share . This agreement also includes a commitment by Light to purchase 400 MW of installed wind generating capacity from the wind power projects in Renova Energias portfolio. The companies will have preemptive rights in the purchase or sale, as applicable, of wind power in long-term agreements within the parameters of the free market environment. The Light partnership will also have synergies with CEMIG, which is a member of Lights controlling block. CEMIG has almost 20 years of experience in wind power generation and 60 years in SHPs as well as being on the basis of total commercialized energy in 2010 - the largest energy commercializing company in Brazils free market this including incentivized energy. The investment is subject to the prior authorization of ANEEL and other conditions precedent agreed upon the Investment Agreement.
The public offering was in the form of units, each unit consisting of one common and two preferred shares. Baseline date: June 30 2011
Does not take into account the exercise of preemptive right by minority shareholders.
*Shares outside the controlling block Note: Controlling block considers shares subject to the shareholding agreement.
Regions of Brazil where Renova Energia is conducting river inventory studies, basic projects for SHPs, SHPs in operation and wind farms contracted and in development, are highlighted.
Location
Contract Start
PPA (years)
20 20 20
The Alvorada, Guanambi, Guirap, Nossa Senhora Conceio, Pajeu do Vento, Planaltina, Porto Seguro, Rio Verde and Serra do Salto wind farms have received the first tranche of disbursment from the BNDES and proceeds are being used in their construction.
Position of outstanding balance (R$ million) (1) 110 282
2026 2029
Base date 06/30/2011 Considering a cost of 9.5% with rebate of 15% for payment by the due date
Base date: May 2011 Each river inventory study sweeps up all the potential SHPs which can be developed from a hydraulic resource of a given river and its tributaries.
2.7. Wind Power Portfolio 2.7.1. 2nd Energy Reserve Auction LER 2009
During 2Q11, the works at the 14 wind farms with energy sold at LER 2009, proceeded according to the forecast timeline. Concreting of the foundations began, in addition to paving of the access roads so that the first turbines could be erected as of September 2011. The electric infrastructure has also been initiated, with the construction of collector substations and the medium-voltage distribution network.
Concreting of foundations
The 2Q11 also saw the first disbursement of funding from the BNDES for nine contracted wind power projects and the funds are being used for the purchase of equipment and the construction of installations. The energy from the 14 wind farms was commercialized by Renova Energia at LER 2009. The power purchase agreements have been signed with the CCEE and operational startup is expected for July 1 2012, commercialization to run for a period of 20 years from the start of commercial operations. The contracts are adjusted annually in accordance with the General Consumer Price Index (IPCA) in July. The annual revenue from these wind farms, if operational, would be approximately R$ 178.4 million considering a current tariff of R$ 160.39 and corresponding to the average contracted tariff of R$ 145.81 restated at the IPCA and in force until July 2011. As a source of additional revenue for these projects, auction rules permit generators to issue greenhouse gas emissions reduction certificates (Certified Emissions Reduction - CER), also known as carbon credits. CERs may be commercialized under a single contract of 10 years or as consecutive contracts of 7 years, up to a total term of 21 years. The main purchasers of this type of certificate are located in the European and Japanese markets with their own greenhouse gas reduction targets and forms of negotiation. Renova Energia is at the validation phase for its Project Design Documents (PDD), currently continuing with the process of obtaining carbon credits issued by the United Nations Framework Convention on Climate Change (UNFCCC). Below is a summary of all 14 wind farms contracted at the LER2009, with the data from the last anemometric certification issued by the Garrad Hassan consultancy.
Below
is
summary
of
Renova
Energia
wind
farms
contracted
at
LER
2010.
We currently have 20 wind farms at the installation phase, with energy contracted via the 2 and 3 Reserve Energy Auctions held in 2009 and 2010 with a total installed capacity of 455.6 MW. In addition, we have a portfolio of wind power projects at various stages of development as detailed in the table below.
Potential Projects Portfolio Projects with ANEEL registration with environmental licenses and leased land Projects with ANEEL registration without environmental licenses with leased land Projects to be registered with ANEEL, without environmental licenses with leased land Projects with an Environmental License to be registered with ANEEL Projects in a micrositing phase and development with identified land Total
Baseline Date :May 2011
Number of Projects 20 5 24 5 17 71
3. Highlights in Detail:
3.1. Technical approval of 424 MW of installed capacity from wind energy projects for participation in the A-3 and reserve energy auctions (LER 2011)
Renova Energia possesses 19 projects with 424 MW of installed capacity with technical approval registered in the A-3 and reserve energy auctions due to take place on August 17 and 18. These projects have an average load factor in line with those commercialized at the reserve energy auctions of 2009 and 2010 and are located in the same region of the state of Bahia.
3.2. First disbursement from the BNDES for financing of nine wind power projects contracted at the LER 2009
On June 29 2011, the first drawdown of BNDES financing took place for nine contracted wind power projects. The funds are being used for the purchase of equipment and the construction of the Paje do Vento, Planaltina, Porto Seguro, Nossa Senhora da Conceio, Guirap, Serra do Salto, Guanambi, Alvorada and Rio Verde wind farms located in the municipalities of Caetit, Guanambi and Igapor in the state of Bahia. These farms represent a total installed capacity of 194.8 MW.
3.3. Progress of civil works at the wind farms of LER 2009 in line with the projects executive planning process
The civil construction work at the wind farms contracted at LER 2009 is being carried out by the construction consortium formed by Queiroz Galvo and Mercurius Engenharia, and is according oto the estimated schedule. At this stage of the construction, the following activities are being executed: Paving of access roads; Concreting of foundations; Preparation of foundations for turbine erection; Installation of substations and the electricity network.
3.4. Sign-off of CCEE of power purchase agreements for all LER 2010 projects
During the quarter, Renova Energia signed the power purchase agreements with the CCEE for the projects, the power from which was contracted for sale at the LER 2010 with a 20-year term. Following the signing of contracts, Renova is awaiting implementation licenses - in the state of Bahia these are equivalent to installation licenses - so that construction work may begin.
The graph below compares the performance of RNEW11 against the IBOVESPA stock index, base 100.
Renova Energias Investor Relations department acts in a transparent manner toward the market and keeps its investors updated on its positioning, projects under development and perspectives. To this end, the Company uses the tools of the corporate website in addition to its ongoing relationship with shareholders and potential investors via public events and events organized by investment banks. The Companys information and publications can be accessed on our website (www.renovaenergia.com.br) where emphasis is also given to important sector news that may impact our business plan.
During 2Q11, the Company reported a negative result of R$ 2.0 million, a year-on-year reduction of R$ 1.1 million in the net income due mainly to an increase in administrative expenses. These expenses are detailed in item 5.3.
Consolidated administrative expenses relate mostly to the Companys corporate structure involving administrative, financial, tax, accounting, legal and regulatory activities among others for the operating companies, holders of the companys assets. The administrative expenses registered for the period increased by 10% compared to the same period in the previous year, mainly due to the increase in the Companys structure. The numbers of employees increased from 57 to 91 compared to the same period of last year. The structure of outsourced services (consultancy, legal services and legal publications) was also responsible for the increase in administrative overheads.
The consolidated net financial result was negative by R$ 2.7 million, representing an increase of 16% when compared to the same period in the previous year, mainly due to the result of an increase of R$ 1.3 million in interest on debt, which in turn was due to the structure of financing to allow construction of the wind farms following successful bidding at the LER 2009 auctions.
The chart above demonstrates the growth of investments in wind power projects under construction as well as investments in the wind power and SHP projects portfolio. The figures shown for wind power projects under construction are made up of payments to services and materials suppliers. They are recorded as intangible assets, and in the Other credits with suppliers account, represent advance payments to General Electric. Our current portfolio consists of the basic projects of 14 SHPs totaling 144.4 MW, 18 river inventory studies involving potential capacity in the case of SHPs of 1,316.6 MW and 71 wind farms with a total output of 2,041.5 MW. The following demonstrates the composition of capital expenditures already made in wind farms under construction:
LER 2010
34% 4% 19% 43%
Renova Energia shareholders' equity stood at R$ 285.1 million at the close of the period, an increase of R$144.8 million compared to the same period in the previous year reflecting the public share offering in 2010.
ESPRA has been operational since 2008 with the Cachoeira da Lixa, Colino I and Colino II SHPs. At the close of the second quarter, ESPRA reported net operating revenue of R$ 8.9 million, which is in line with the same period in 2010. EBITDA was R$ 7.5 million, comparable to the same period of the previous year and EBITDA margin was 86%.
7.1. At ESPRA (Cachoeira da Lixa, PCH Colino I and PCH Colino II SHPs)
We began in 2Q11 the actions necessary to renewal of the operating license (RLO) of the SHPs comprised in Serra da Prata Complex, along with the Environmental Institute of Bahia (Instituto Estadual do Meio Ambiente e Recursos Hdricos INEMA). In addition to the standard compliance with the environmental requirements of the LO (Operating License), valid until 2012, special attention was given to socio-environmental projects involving communities surrounding the project location. As part of this initiative, a project known as Serra da Prata Complex Participatory Management of Socio-Environmental Activities: an Experiment with Permanent Results, was fully implemented. The project was entered to the 2011 edition of the FIEB (Federation of Industries of the State of Bahia) Environmental Performance Award in the Cooperative Socio-environmental Responsibility category. This award seeks to highlight initiatives of this nature by publicizing schemes that help to encourage good corporate practices. The event recognizes the best activities favoring environmental protection conducted by companies from the state of Bahia. In addition to complying with the applicable legislation, the main aim of these activities is to meet community wishes in the areas of education, health and the environment while minimizing and compensating for the environmental impact, and to implement actions that promote human and social development within these communities.
Between May 31 and June 2 we launched the Territrio do Saber (an educational prtoject), where activities with training offered to educators in Caetit, Guanambi and Igapor (state of Bahia). Themes covered included culture, identity, territory and environmental education, in addition to knowledge of research methodology with participants able to practice techniques in a projects workshop. During this initial phase, we held the first training workshops for local educators, with the main aim of instilling the importance of the archeological heritage of the region. Heritage education is a form of cultural literacy training that allows an individual to make a reading of the world surrounding him and reach an understanding of the sociocultural universe and historical trajectory of which he is a part. This process leads to increased self-confidence among individuals and communities and enhances value given to Brazilian culture, which is understood as multiple and plural. This program aims to democratize the results of archeological surveys carried out in the area of the wind farms. To date, this work has revealed and studied 29 archeological sites, 38 archeological finds and 34 areas of historical interest in the region in question. These programs will assist dialog and relationships with the communities located in the areas of influence of the wind farms currently being installed by the Company, and in the training of its employees. Through its environmental education program, 17 municipal schools have entered into a partnership with Renova for conducting research projects in the area. The resident population affected by Renova installations also takes part in the Territrio do Saber program. The objective is for these environmental education initiatives to allow their audience to live through these changes in a conscious manner, so that they can develop a critical posture and be proactive in guaranteeing socio-environmental health and sustainable land development.
In addition to the residents of surrounding areas, Renova also promotes knowledge by training its leaders and employees. They will be trained to contribute to a reduction in the socio-environmental impact during work on installing the wind farms as well as to enhance the positive aspects of the projects. In this way the Company adheres to the guidelines contained in its sustainability policy.
8. Independent auditors
Our policy of hiring independent auditors for services other than external auditing takes into account their professional standards for preserving independence. During the period ending March 31 2011 the Company hired the professional services of independent auditors for the purpose of auditing financial statements. The statements made in this press release regarding our plans, forecasts, expectations of future events, strategies, projections, and financial and market trends that may affect our activities, are estimates and declarations concerning the future that imply risk and uncertainty and therefore do not constitute guarantees of future results.
A free translations from Portuguese into English of Independent Auditors Report on Individual financial statements in accordance with accounting practices adopted in Brazil and consolidated financial statements prepared in accordance with IFRS and also with accounting practices adopted in Brazil.
To The Board of Directors and Shareholders of Renova Energia S.A. So Paulo - SP Introduction
We have reviewed the interim, individual and consolidated accounting information of Renova Energia S.A. contained in the Quarterly Information - ITR Form for the quarter ended June 30, 2011, which comprise the balance sheet as of June 30, 2011 and the related statements of income for the 3 and 6-month period then ended, of changes in shareholders' equity and of cash flows for the 6-month period then ended, including the summary of the main accounting policies and other explanatory notes.
Management is responsible for the preparation of the individual interim accounting information in accordance with Technical Pronouncement CPC 21 - Interim Statement and of the consolidated interim accounting information in accordance with CPC 21 and with international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of this information in a manner consistent with the standards issued by the Securities Commission, 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 the review Our review was carried out in accordance with the Brazilian and international review standards for interim 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 in asking questions, chiefly to the persons in charge of financial and accounting affairs, and in applying analytical procedures and other review procedures. The scope of a review is significantly lower than that of an audit held in accordance with auditing rules, and as a result we were unable to ascertain whether we became aware of all the significant matters likely to be detected in an audit. Therefore, we do not express an opinion on the information disclosed.
respects, in accordance with CPC 21 applicable to the preparation of Quarterly Information - ITR, and presented in a manner consistent with the standards issued by the Securities Commission. Conclusion on the consolidated interim accounting information Based on our review, we are not aware of any facts that would lead us to believe that the consolidated interim accounting information included in the quarterly information referred to above was not prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation of Quarterly Information - ITR, and presented in a manner consistent with the standards issued by the Securities Commission.
We also reviewed the interim, individual and consolidated added value information (DVA) for the quarter ended June 30, 2011, whose presentation in the interim information is required according to the standards issued by the CVM - Securities and Exchange Commission, applicable to the preparation of Quarterly Information - ITR and considered supplementary information by the IFRS, which do not require the presentation of the Statement of Added Value. These statements were subjected to the review procedures previously described and, based on our review, we are not aware of any other event that make us believe that those were not prepared, in all material respects, in accordance with the individual and consolidated financial interim information taken as a whole.
Balance sheets
June 30, 2011 and December 31, 2010
(In thousands of Reais)
Parent company Assets Current assets Cash and cash equivalents Trade accounts receivable Current tax assets Advances to suppliers Prepayments Pledges and restricted deposits Other receivables Note 06/30/2011 12/31/2010
4 5 7 6 9 10
25.105
129.545
94.780
145.560
Non-current assets Related party transactions Special savings bonds Pledges and restricted deposits Goodwill (-) Provision for goodwill at the time of the take-over Investments Other investments Fixed assets in service Constructions in progress
8 9
10 11 11
444.413
301.417
831.863
431.538
Balance sheets
June 30, 2011 and December 31, 2010
(In thousands of Reais)
Parent company Liabilities Current liabilities Suppliers Loans and financing Charges on loans Current tax liability Salaries and vacations payable Other accounts payable Note 06/30/2011 12/31/2010
12 13 13 14
156.346
7.487
165.169
17.355
Non-current liabilities Loans and financing Charges on loans Related party transactions
13 8
1.577
381.580 59 -
125.599 -
Share holders' equity Capital (-) Expenses with issue of shares Capital reserves Accumulated loss 15 326.680 (13.686) (24.927) 288.067
1.577
381.639
125.599
444.413
301.417
831.863
431.538
Statements of income
Periods ended June 30, 2011 and 2010
(In thousands of Reais)
Parent company
Note
04/01/2011 to 06/30/2011
04/01/2010 to 06/30/2010
01/01/2011 to 06/30/2011
01/01/2010 to 06/30/2010
Net income
16
Cost of services Depreciation and amortization Operating cost Distribution system use charges Gross income Operating expenses Other income Administrative and general expenses Tax expenses Depreciation and amortization Other expenses
17
17
Income (loss) before net financial income (expenses), equity in net income and taxes Financial expenses Financial income Net financial income (expenses)
18
10
1.695
2.370
3.473
4.859
(2.361)
(1.320)
(4.451)
(487)
19
(2.361)
(1.320)
(4.451)
(487)
Basic earnings per share attributable to Company's shareholders - R$ per preferred share per common share
(0,02) (0,02)
(1,22) (1,22)
(0,03) (0,03)
(0,45) (0,45)
Diluted earnings per share attributable to Company's shareholders per preferred share per common share
(0,02) (0,02)
(1,22) (1,22)
(0,03) (0,03)
(0,45) (0,45)
Statements of income
Periods ended June 30, 2011 and 2010
(In thousands of Reais)
Consolidated
Note
04/01/2011 to 06/30/2011
04/01/2010 to 06/30/2010
01/01/2011 to 06/30/2011
01/01/2010 to 06/30/2010
Net income
16
8.927
8.780
17.572
17.441
Cost of services Depreciation and amortization Operating cost Distribution system use charges Gross income Operating expenses Other income Administrative and general expenses Tax expenses Depreciation and amortization Other expenses
17
(2.597) (1.390) (923) (284) 6.183 (4.442) (4.146) (77) (47) (172)
(5.128) (2.816) (1.647) (665) 12.313 (6.880) (6.441) (170) (82) (187)
17
Income (loss) before net financial income (expenses), equity in net income and taxes Financial expenses Financial income Net financial income (expenses)
18
10
(1.468)
(527)
(2.704)
1.070
19
(515)
(414)
(990)
(799)
(1.983)
(941)
(3.694)
271
Basic earnings per share attributable to Company's shareholders - R$ per preferred share per common share
(0,01) (0,01)
(0,87) (0,87)
(0,03) (0,03)
0,25 0,25
Diluted earnings per share attributable to Company's shareholders per preferred share per common share
(0,01) (0,01)
(0,87) (0,87)
(0,03) (0,03)
0,25 0,25
Capital
Paid-up
Total
145.364
119.272
165.808
(119.272)
-
(487) (20.931)
(487) 144.877
Capital
Paid-up
Total
326.515
292.353
165
326.680
(13.686)
(4.451) (24.927)
(4.451) 165
288.067
Capital Paid-up Expe nse s with is sue of s hare s Capital re se rve Accumulate d los se s
Total
46.536
119.272
(24.245)
141.563
119.272
165.808
(119.272)
-
271 (23.974)
271 141.834
Capital Paid-up Expe nse s with is sue of s hare s Capital re se rve Accumulate d los se s
Total
326.515
(13.686)
(24.245)
288.584
165
326.680
(13.686)
(3.694) (27.939)
(3.694) 165
285.055
Parent company 06/30/2011 Cash flows from operating activities Income (loss) for the period Adjustments due to: operational activities: Depreciation and amortization Charges on loan Write-off of intangible assets Interest on loan Escrow interest Equity income (loss) Changes in assets and liabilities (Increase) decrease in trade accounts receivable (Increase) decrease in recoverable taxes (Increase) decrease in prepaid expenses (Increase) in pledges and restricted deposits (Decrease) increase in suppliers (Decrease) increase in taxes and contributions payable (Increase) decrease in advances 7 (Decrease) increase in other accounts (4.451) (487) 06/30/2010
(3.694)
271
450 (159) 2.494 (2) (3.473) (5.141) 424 (4) (557) (15) (171) (5.464) (5.303) (10.767) (5.626)
78 225 2.179 (4.859) (2.864) (209) (19) 1.104 7 (9.800) 196 (11.585) (11.585) (8.721)
3.287 (2) 8.205 (581) 7.215 (112) 422 (1.143) 446 258 (628) 6.458 50 (11.868) (5.360) (12.575)
2.896 2.179 5.941 11.287 24 (456) 231 1.026 (177) (9.743) (1.524) 668 161 (4.706) (3.877) (15.164)
Payment of income and social contribution taxes Payment of interest on loans Net cash generated (consumed) in operational activities Cash flows from operating activities Cash flows from investment activities Increase (decrease) in investment Acquisition of property, plant and equipment in service Acquisition of property, plant and equipment in progress
(939) (333.924)
(3.006) (10.072)
Net cash generated (consumed) in financing activities Cash flows from financing activities Paid-up capital (Increase) restricted deposits Increase in loans/financings Payments of loans Increase (decrease) in loans Loan with related parties - Receipt Loan with related parties - Payment Loan with related parties Net increase (decrease) in cash and cash equivalents Statement of increase (decrease) in cash and cash equivalents At the beginning of the year At the end of the year
(82.731)
(14.402)
(334.863)
(13.078)
15.718
(19.308)
62.822
(17.180)
Parent company 06/30/2011 Revenues Sales of goods, products and services Inputs acquired by third parties (include ICMS and IPI) Cost of goods sold and services rendered Materials, energy, outsourced services and other operating expenses Gross added value Depreciation, amortization and depletion Net added value generated by the Company Added value received as transfer Equity income (loss) Financial income 06/30/2010
17.572
17.441
Total added value payable Distribution of added value Employees Salaries and payroll charges Management fees Taxes Federal Third-party capital remuneration Interest Rents Other Income (loss) for the period
1.486
2.185 479
1.073 312
2.185 479
1.073 312
73
87
1.451
969
ITR Quarterly information June 30, 2011 - Renova Energia S.A. Notes to the financial statements
1.
Operations
Renova Energia S.A. (Renova or "Company" or Parent Company), with main offices in the city of So Paulo, State of So Paulo, a publicly-held company, was set up on December 6, 2006. The business purpose of the Company is the generation and trade of electric power in all its forms, production of fuels from natural and renewable sources, rendering of logistic support services to environmental consulting firms or companies and holdings in the capital of other companies. Direct and indirect ownership interests are as follows:
% Interest 06/30/2011 Company Enerbras Centrais Eltricas S.A. Energtica Serra da Prata S.A. Bahia Elica Participaes S.A. Consolidation Full Full at Enerbras Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Full Direct 100 99,99 100 100 100 100 100 100 100 100 100 99,99 99,99 99,99 99,99 99,99 99,99 99,99 99,99 100 100 99,99 99,99 99,99 99,99 99,99 99,99 100 99 100 100 100 100 100 100 100 100 100 100 Indirect 12/31/2010 Direct Indirect 100 99,99 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100
(*) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**) (**)
Centrais Eolicas Ametista Ltda Centrais Eolicas dos Araas Ltda Centrais Eolicas Caetit Ltda Centrais Eolicas Espigo Ltda Centrais Eolicas Piles Ltda Centrais Eolicas So Salvador Ltda Centrais Eolicas Ventos do Nordeste Ltda Renova Elica Participaes S.A. Centrais Eolicas Alvorada S.A. Centrais Eolicas Candiba S.A. Centrais Eolicas Guanambi S.A. Centrais Eolicas Guirap S.A. Centrais Eolicas Licinio de Almeida S.A. Centrais Eolicas Pindai S.A. Centrais Eolicas Rio Verde S.A. Centrais Eolicas Serra dos Salto S.A.
Salvador Elica Participaes S.A.
Centrais Eolicas Da Prata Ltda Centrais Eolicas Igapor Ltda Centrais Eolicas Ilheus Ltda Centrais Eolicas Nossa Senhora Conceio Ltda Centrais Eolicas Paje do Vento Ltda Centrais Eolicas Planaltina Ltda Centrais Eolicas Porto Seguro Ltda Centrais Eltricas Tanque Ltda Nova Renova Ltda Centrais Eolicas Serra do Espinhao Ltda Centrais Eolicas Seraima Ltda Centrais Eltricas Pelourinho Ltda Centrais Eletricas Morro Ltda Centrais Eletricas Maron Ltda Centrais Eletricas Itaparica Ltda Centrais Eletricas Dourados Ltda Centrais Eletricas Botuquara Ltda Centrais Eletricas Borgo Ltda Centrais Eletricas Bela Vista Ltda
(*) Authorization from ANEEL for a 30-year period (**) Companies in pre-operating phase;
Enerbras Centrais Eltricas S.A ("Enerbras"), established on February 9, 2001 as a limited liability company and converted on May 10, 2006 into a private corporation has the exclusive purpose of investing in the capital of Energtica Serra da Prata S.A., ("Espra"), a corporation headquartered in the city of Salvador, Bahia State. The indirect subsidiary Espra was initially established as a consortium on October 30, 2003 and converted into a private corporation on September 17, 2004. The sole business purpose of Espra is to generate and sell the electric power of Serra da Prata Hydroelectric Complex by means of its small hydroelectric power plants (PCHs): (i) Cachoeira da Lixa, with an installed capacity of 14.8MW; (ii) Colino 2, with an installed capacity of 16.0MW; and (iii) Colino 1 with an installed capacity of 11.0MW, whose operating activities started in May, July and September 2008, respectively. On June 30, 2004, the electric power generated by Serra da Prata Hydroelectric Complex was subject to a purchase and sales agreement entered into with ELETROBRS - Centrais Eltricas Brasileiras S.A. under the Incentive Program for Alternative Electric Power Sources (PROINFA). Through these electric power purchase and sales agreements, Espra will sell its entire electric power production which can be negotiated in the long term for a period of twenty (20) years. The authorization period of Espra is 30 years and can be extended for another 30 years. On December 14, 2009, the Company participated in Auction 03/2009-ANEEL, for the procurement of Reserve Energy generated exclusively by wind power, pursuant to Ordinances 147/2009 and 211/2009 of the Ministry of Mines and Energy (MME). And committed to sell average 127MW arising from 14 wind farms located in Bahia State. Such farms are already under implementation and shall commence their business operations by July 2012. On October 26, 2010 and December 6, 2010, wind power plants SPES Guanambi, Porto Seguro, Rio Verde, Alvorada, Guirap, Ilhus, Cadiba, Serra dos Saltos, Igapor, Paje do Vento, Pindai, Planaltina, Licnio de Almeida and Nossa Senhora, respectively, entered into an energy purchase and sale agreement with the Power Commercialization Chamber (CCEE) for a 20-year supply term. On August 26, 2010, the Company participated in Auction 005/10-ANEEL, for the procurement of Reserve Energy generated exclusively by wind power, pursuant to Ordinance no. 555, of May 31, 2010 and Ordinance no. 645, of July 15, 2010, and Ordinance no. 483, of April 22, 2010 of the Ministry of Mines and Energy - MME and those that may changed them. And committed to sell average 78MW of installed capacity arising from six wind farms located in Bahia State. Such farms shall commence their business operations by September 2013. Corporate restructuring On March 14, 2011, the Company authorized the capital increase of its subsidiary Nova Renova Energia S.A., a publicly-held company with head office in the City of Salvador, State of Bahia, at Avenida Paulo VI, no. 1498, Bairro Pituba, CEP 41810-001, enrolled with CNPJ/MF under no. 12.041.313/0001-77 ("Nova Renova"), from the current R$100.00 (one hundred Reais) to R$42,609,045.92 (forty-two million, six hundred and nine thousand and forty-five Reais and ninety-two cents), equivalent to an increase of R$42,608,945.92 (forty-two million, six hundred and eight thousand and nine hundred and forty-five Reais and ninety-two cents), at book values of investments through the transfer of the total registered common shares, without par value, of its subsidiaries CE Alvorada, CE Candiba, CE Guanambi, CE Guirap, CE Igapor, CE Ilhus, CE Licnio de Almeida, CE Nossa Senhora Conceio, CE Paje do Vento, CE Pinda, CE Planaltina, CE Porto Seguro, CE Rio Verde and CE Serra do Salto, under the terms of the Appraisal Reports, through the issuance of 42,608,946 (forty-two million, six hundred and eight thousand and nine hundred and forty-six) new registered common shares, with no par value of Nova Renova.
This change was necessary due to the financing model and strategy adopted by the Company for its wind farms in connection with the Reserve Energy Auction - 2009 (LER). Accordingly, Nova Renova now holds the direct control of the aforementioned companies and will hold indirect control over these companies. On March 15, 2011, the subsidiary Nova Renova Energia S.A as identified above authorized the capital increase of its subsidiary Salvador Elica Participaes S.A. from the current R$ 100.00 to R$ 24,331,786.77 (twentyfour million, three hundred thirty-one thousand and seven hundred eighty-six Reais and seventy-seven cents), equivalent to an increase of R$24,331,686.77 through the transfer of its shares held by its parent company Nova Renova S.A in the companies CE Alvorada, CE Guanambi, CE Guirap, CE Nossa Senhora Conceio, CE Paje do Vento, CE Planaltina, CE Porto Seguro, CE Rio Verde and CE Serra do Salto, through the issuance of 24,331,687 (twenty-four million, three hundred thirty-one thousand, six hundred eighty-seven) new common shares without par value of the Company. On March 15, 2011, the subsidiary Nova Renova Energia S.A as identified above authorized the capital increase of its subsidiary Bahia Elica Participaes S.A. from the current R$ 100.00 to R$ 18,277,359.15 (eighteen million, two hundred seventy-seven thousand, three hundred fifty-nine Reais and fifteen cents), equivalent to an increase of R$18,277,259.15 through the transfer of its shares held by its parent company Nova Renova S.A in the companies CE Candiba, CE Igapor, CE Ilhus, CE Licnio de Almeida and CE Pinda, through the issuance of 18,277,259 (eighteen million, two hundred seventy-seven thousand, two hundred fifty-nine) new common shares without par value of the Company.
Current
2.
Accounting practices
presented on this concept; in other words, net income for the period is equal to the total comprehensive net income. The individual quarterly information of the Parent company were prepared in accordance with CPCs, these practices differ from the IFRS applicable to separate quarterly information in the evaluation of investments of subsidiaries under the equity method in CPCs, as, for IFRS purposes, they would be valued at cost or fair value. Pursuant to CPC 43 R1, the shareholders' equity and net income presented in the individual quarterly financial information on June 30, 2011 and 2010, differ from the IFRS only in view of the following: (i) adoption of the equity method of accounting in the evaluation of investments in subsidiaries and (ii) existence of balance of deferred assets not yet amortized, also in the individual quarterly financial information. The reconciliation of shareholders' equity and net income for the periods ended June 30, 2011 and 2010 is presented in note 3. The individual and consolidated quarterly information were prepared using historical cost as the value base, except for the valuation of certain non-current assets such as financial instruments, which are measured at fair value. The Company's management authorized the conclusion and preparation of the quarterly information on July 28, 2011, which are expressed in thousands of Reais, rounded to the nearest value, except otherwise indicated.
b. Foreign currency
Transactions in foreign currency are translated into the respective functional currency of the Company and its subsidiaries at the exchange rates on the dates of the transactions. Monetary assets and liabilities
denominated and calculated in foreign currencies on the date of presentation are reconverted into the functional currency at the exchange rate determined on that date. Exchange gain or loss in monetary items is the difference between the amortized cost of the functional currency at the beginning of the period, adjusted by interest and effective payments during the period, and the amortized cost in foreign currency at the exchange rate at the end of the presentation period.
The cost of the assets built by the entity includes the cost of materials and direct labor, any other costs to bring assets to the site and the necessary conditions for them to operate as intended by management, disassembly costs and restoration of the location where the assets are located, when applicable, and the costs and interest of loans and financing from third parties capitalized during the construction stage, less financial revenue from third party funds that have not been invested, when applicable. Depreciation Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is recognized in the income statement using the straight-line method over the estimated useful life of each part of an item of property, plant and equipment, since this is the method that best reflects the consumption pattern of the future economic benefits embodied in the asset. Our depreciation rates are in conformity with ANEEL resolutions no. 02, of December 24, 1997 and no. 44 of March 17, 1999. The useful estimated lives for the current and comparative periods are shown in the Note 11. The depreciation methods and residual values are reviewed at every year closing and any adjustments are recognized as changes in accounting estimates, and useful lives are those established by ANEEL.
i. Intangible assets Other intangible assets acquired with defined useful lives are carried at cost, less accumulated amortization and accumulated impairment losses. Amortization is calculated over the cost of the asset, or other amount substituted for cost, less its residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the intangible assets, except goodwill, without a defined useful life from the date they are available for use, since this is the method that best reflects the consumption pattern of the future economic benefits embodied in the asset. j. Impairment The carrying amounts of the Company's financial assets are reviewed at each reporting date for indication of impairment. If such indication exists, the asset's recoverable amount is determined. For goodwill and intangible assets with an undefined useful life, the recoverable value is estimated on an annual basis. For the period ended June 30, 2011, there was no indication, whether by internal or external information sources, that any asset had suffered devaluation. Therefore, the assets' recorded net book value is recoverable.
k. Environmental Licenses Preliminary environmental licenses and installation permits, obtained in the enterprise planning and installation stage, consecutively, are unitized and recognized as cost of the small hydroelectric power plants and wind farms. l. Loans and financing Loans and financing are stated at incurred net transaction costs and are subsequently measured at amortized cost under the effective rate method.
m. Employee benefits Short-term employee benefits Obligations for short-term employee benefits are measured on a non-discounted basis and incurred as expenses as the related service is rendered. n. Provisions A provision is set up if there is a legal or constructive obligation as a result of a past event, which can be reliably estimated, and it is probable that an outflow of funds will be required to settle the obligation. o. Capital Common and preferred shares Common and preferred shares are classified as shareholders' equity. Preferred stock has restricted voting rights and takes priority in the settlement of their share of capital. Mandatory minimum dividends are established by the by-laws and when reserved in the end of the period fiscal year end they are recognized as liabilities. Share issuance costs are recognized as deductions from shareholders' equity. p. Income (loss) Income and expenses are recognized on the accruals basis. The revenue from electric power sales is recognized in the income statements upon measurement and supply: Income is not recognized if there are significant uncertainties as to its realization. Financial revenues comprise income from interest on cash investments and loans with related parties. Interest income is recognized in income under the effective interest method. Financial expenses include basically loan interest expenses and financing. Borrowing costs which are not directly attributable to the acquisition, construction, or production of a qualifying asset are recognized for in profit or loss using the effective interest rate method.
q. Income and social contribution taxes The income and social contribution taxes of quarter were calculated based on the rates of 15% plus a surcharge of 10% on taxable income in excess of R$ 240 for income tax and 9% on taxable income for social contribution on net income, and take into account tax loss carryforward and negative basis of social contribution, limited to 30% of net profit. The income tax and social contribution expense comprises current income tax. Current taxes are recognized in income unless they are related to the business combination, or items directly recognized in Shareholders' equity or in other comprehensive income. Current taxes are the taxes payable or receivable on the taxable income or loss for the year, at tax rates enacted or substantively enacted at the reporting date of the quarterly information, and any adjustments to taxes payable in relation to prior years.
r. Income per share The basic earnings per share are calculated based on the result for the financial year attributable to the Company's controlling shareholders and the weighted average of outstanding common and preferred shares in the respective period. The diluted earnings per share are calculated based on the mentioned average of outstanding shares, adjusted by instruments that can potentially be converted into shares, with a dilution effect, in the periods presented. s. Financial instruments Financial instruments are any transactions originating a financial asset or liability or a financial instrument of another company. These financial instruments are initially recognized at fair value plus or minus directly attributable transaction costs. After the initial recognition, they are measured as described below: Financial instruments held to maturity If the Company has the intention and capacity to hold its debt instruments to maturity, these are classified as held to maturity. Investments held to maturity are measured by the amortized cost using the effective interest rate method, deducting any reductions in their recoverable value. Financial assets recorded at fair value through profit or loss Financial assets recorded at fair value through profit or loss are measured at fair value and changes in the fair value of such assets are recognized in the income for the period. An instrument is classified by fair value through profit or loss if it is held for trading, that is, stated as such when initially recognized. Financial instruments are recorded at fair value through profit or loss if the Company manages these investments and makes decisions on investment and redemption based on fair value
according the strategy of investment and risk management documented by the Company. After the initial recognition, the attributable transaction costs are recognized in income (loss) when incurred. Loans and receivables Loans and receivables are measured at amortized cost using the effective interest rate method, reduced by any reductions in the recoverable value. t. Statements of added value The Company prepared individual and consolidated statements of added value in accordance with the rules of technical pronouncement CPC 09 - Statement of Added Value, which are presented as an integral part of the quarterly information under BRGAAP applicable to publicly-held companies, whereas under IFRS they represent additional financial information. u. New standards and interpretations not yet adopted Several IFRS standards, standard amendments, and interpretations issued by IASB have not yet come into effect for the quarter ended June 30, 2011. The main ones are as follows: Limited exemption from Comparative IFRS 7 Disclosures for First-time Adopters; Improvements to IFRS 2010; IFRS 9 Financial Instruments; Prepayment of a minimum fund requirement (Amendment to IFRIC 14); Amendments to IAS 32 Classification of rights issues; IFRS 10 Consolidated Financial Statements Project Summary and Feedback Statement; IFRS 11 Joint Arrangements IFRS 12 Disclosure of Interests in Other Entities IFRS 13 Fair Value Measurement.
The CPC (Accounting Pronouncements Committee) has not yet issued pronouncements equivalent to the aforementioned IFRS, although that is expected to be done before the date when they are required to come into effect. The advanced adoption of IFRS pronouncements is conditioned to the prior approval by a regulatory act by the Brazilian Securities Commission ("CVM"). Company and its subsidiaries and subsidiaries under joint ownership did not estimate the extent of the impact of these new rules in their quarterly information. v. Segment information The Company and its subsidiaries did not prepare their quarterly information by segment, as provided for in CPC 22, because their operation does not have different segments and their activity is solely the generation of electricity through alternative sources.
Reconciliation of the consolidated financial statements (IFRS) and the parent company's financial statements (CPC)
The reconciliation of the shareholders' equity on June 30, 2011 and December 31, 2010 and the results for the years ended June 30, 2011 and 2010 are as follows:
Shareholders equity 06/30/2011 12/31/2010
Parente Com pany (CPC) Write off diferred asset and reversals of depreciation in income Consolidated (IFRS)
288.068
292.353
(4.451)
(487)
(3.013) 285.055
(3.769) 288.584
757 (3.694)
758 271
Description of the differences between accounting practices and respective adjustments: The principal difference between the consolidated financial statement (IFRS) and the parent company's financial statement (CPC) is described below: Deferred assets: For purposes of the consolidated quarterly information (IFRS), the Company's management recorded against retained earnings on the transition date of January 1, 2009 the balance formerly recorded as deferred assets based on IAS 38, whereas it was kept in the individual position of the Company, since for purposes of this quarterly information, management opted to keep this balance up to its total realization through amortization.
Highly liquid short-term interest earning bank deposits are promptly convertible into a known sum of cash and subject to an insignificant risk of change of value. These financial investments refer substantially to fixed income funds of the Interbank Deposit Certificate (CDI), remunerated at the rate of 100.5% and 103.5%, respectively.
Corresponds to amounts receivable from the sale of energy generated by the indirect subsidiary Espra, relating to the PCHs Cachoeira da Lixa, Colino 1 and Colino 2. The balances as of June 30, 2011 comprise current amounts exclusively related to our agreement with Eletrobras, for which no losses are expected upon realization.
605
116.091
605
116.091
6.476
526
121.059
On May 27, 2011, the indirect subsidiaries (SPE's) that will build the 14 wind farms regarding LER 2009 projects entered into a supply and O&M agreement with GE. On the same date, Renova Energia S.A. increased the capital of Nova Renova S.A., which also increased the capital in the other companies using credits in the amount of R$ 117 million, which were used to settle suppliers' invoices issued on May 27, 2011.
The negative balance of IRPJ, in the amount of R$320, originating from IRRF on a money market investment of the year 2010, will be used to offset own debts relating to the taxes and contributions administrated by the
06/30/2011 -
The main balances of assets and liabilities on June 30, 2011, as well as the transactions that influenced income for the year, relating to operations with related parties, result from transactions of the Company with its parent company, subsidiaries and other related parties.
a. Accounts receivable/payable
Accounts receivable Corresponds to a loan agreement with parent company RR Participaes S.A. in the amount of R$79. For both balances (receivable and payable), the maturity date is December 31, 2013 and the amount due is subject to adjustment by the Long-term Interest Rate (TJLP) plus interest of 0.5% per year, which will not be capitalized. The intercompany loan agreements were filed with the National Electric Power Agency (ANEEL).
b. Management remuneration
The remuneration of key management personnel for the semesters ended June 30, 2011 and 2010, as required by CVM Resolution 560, of December 11, 2008, reached the amount of R$ 0,871 and R$ 1,465, respectively, amounts solely comprised of short-term benefits. Remuneration of the members of the Board of Directors and Board of Executive Officers paid by the Company.
Accumulated 2011 Number of members Annual fixed remuneration (in R$) Salary or director compensation Direct and indirect benefits Remuneration for participation in committees Variable compensation (in R$) Bonus Post-employment benefits Total amount of compensation per body Board of Directors 2 56.000 56.000 n/a n/a n/a n/a n/a 56.000
Parent company Board of Executive Officers 5 815.333 815.333 n/a n/a n/a n/a n/a 815.333
2011 Number of members Amount of the highest individual pay (in R$) Amount of the lowest individual pay (in R$) Average amount of individual pay (in R$)
Board of Directors
Current Non-current
59 446 505
59 444 503
59 11.725 11.784
59 12.019 12.078
The balance of R$11,725 on June 30, 2011presented in non-current assets refers to the money market investment in a fixed income fund denominated "reserve account liquidity fund" at Banco do Nordeste do Brasil S.A., the
objective of which is to guarantee the financing obtained for the construction of the PCHs of the subsidiary Espra. This investment cannot be used until the final term of the financing in 2026. The yield of this investment reaches 97% of the variation of the Certificate of Interbank Deposit (CDI), the balances of which at the end of the semesters are already stated at market value. The remaining balance refers to deposits related to guarantees of inventory studies, whereas these deposits are made in favor of ANEEL - Agncia Nacional de Energia Eltrica (Brazilian Electricity Regulatory Agency)
10 Investments
The Company recorded equity in the income of its subsidiary companies in the amount of R$ 3,473 at June 30, 2011 and R$4,860 at June 30, 2010.
Interest % 12/31/2010 Enerbras Centrais Eltricas S.A. Wind Farms - SPE's (Special purpose companies) 100% 100% 224.499 50.716 275.215 06/30/2011 Enerbras Centrais Eltricas S.A. Wind Farms - SPE's (Special purpose companies) 100% 100% 214.820 561.224 776.044 119.316 308.712 428.028 95.504 252.512 348.016 4.631 (1.158) 3.473 4.631 (1.158) 3.473 133.626 6.636 140.262 90.873 44.080 134.953 10.097 (126) 9.971 10.097 (126) 9.971
Total assets Total liabilities Shareholders' Income Equity in net equity ( loss) income
The shareholders' equity of Enerbras as of June 30, 2011 is R$95,504. The net income for the semester is R$ 4,631 and capital is R$86,636, represented by 5,170,101 shares, 4,337,536 of which are common shares, 832,562 preferred class B shares and 3 preferred class A shares.
In addition to Enerbras, the Company has holdings in another 37 Companies (see note 1). These companies are in the pre-operational phase and their business purpose consists of developing studies, designing, implementing, operating and exploring electric power plants using a wind energy source and to hold interests in other companies, as the case.
Net amount
Historical cost
Accumulated depreciation
Net amount
2.945 2.945
(291) (291)
2.654 2.654
(847)
(397)
06/30/2011
Fixed assets in service Generation Measurement towers Reservoirs, dams and ducts Administration Machinery and equipment Improvements Furniture and fixtures Software Data processing equipment Vehicles Total fixed assets in service Constructions in progress Generation To pay out Studies and projects Land Machinery and equipment Total constructions in progress Total of Property, plant and equipment
200
2.745
(291)
2.654
2.745
(450)
11.3 Consolidated
06/30/2011 Annual depreciation rates % Fixed assets in service Generation Land Reservoirs, dams and ducts Buildings, civil works and improvements Machinery and equipment Furniture and fixtures Data processing equipment Measurement towers Others Administration Machinery and equipment Improvements Furniture and fixtures Software Data processing equipment Vehicles Total fixed assets in service Constructions in progress Generation To pay out Studies and projects Land Machinery and equipment Buildings, civil works and improvements Furniture and fixtures Measurement towers Aerogenerators Advances to suppliers Total constructions in progress Total fixed assets 12/31/2010
Historical cost
Accumulated depreciation
Net amount
Historical cost
Accumulated depreciation
Net amount
597 95.803 45.709 65.033 82 229 2.945 10 210.408 528 1.240 995 635 458 6 3.862 214.270
(6.689) (4.451) (5.442) (22) (88) (291) (4) (16.987) (163) (93) (139) (29) (151) (575) (17.562)
597 89.114 41.258 59.591 60 141 2.654 6 193.421 365 1.147 856 606 307 6 3.287 196.708
595 95.797 45.500 64.995 80 228 10 207.205 512 1.236 709 564 355 6 3.382 210.587
(5.560) (3.595) (4.622) (18) (65) (3) (13.863) (136) (69) (99) (110) (414) (14.277)
595 90.237 41.905 60.373 62 163 7 193.342 376 1.167 610 564 245 6 2.968 196.310
(17.562)
(14.277)
06/30/2011
595 90.237 41.905 60.373 62 163 7 193.342 376 1.167 610 564 245 6 2.968 196.310
(1.130) (857) (819) (4) (22) (291) (1) (3.124) (26) (25) (40) (29) (42) (162) (3.286)
597 89.114 41.258 59.591 60 141 2.654 6 193.421 365 1.147 856 606 307 6 3.287 196.708
Buildings, civil works and improvements Furniture and fixtures Measurement towers Aerogenerators
Advances to suppliers Total constructions in progress Total of Property, plant and equipment
(3.286)
Property, Plant & Equipment in use is divided into two groups: i. Generation - Basically comprised of assets of the Serra da Prata Hydroelectric Complex and the PCHs Cachoeira da Lixa, Colino 1 and Colino 2
ii. Management - Composed of the assets employed in the offices of the Management of Espra and the parent company, and of machinery used for tests in the wind farms. In November 2008, pursuant to ANEEL Normative Resolution 190 dated December 12, 2005, the unitizing procedure was concluded with regard to the fixed assets commissioned at the Serra da Prata hydroelectric compound. The unitized value is composed of the amount of R$11,886 referring to interests capitalized in the construction period in 2005 and 2006. According to articles 63 and 64 of Decree 41019 of February 26, 1957, the assets and facilities utilized in the generation, transmission, distribution and trade of electric power are tied to these services, and cannot be removed, divested, assigned or mortgaged without the prior and express authorization of the regulatory body. ANEEL, through official letter 459/2001- SFF/ANEEL, of June 26, 2001, authorized the offering of emergent rights, assets and facilities of the concession in guarantee of the performance of the obligations assumed by the Company in the sphere of the direct financing, transfer and issue of debentures (Note 16.1). Depreciation of assets at the Serra da Prata hydroelectric compound was calculated according to the Electricity Accounting and Public Service Manual, to Ordinance 815 dated November 30, 1994 issued by DNAEE (Departamento Nacional de guas e Energia Eltrica), and to ANEEL Resolution no. 240 of 2006. Work in progress records expenditures in water projects, composed of basic projects and inventories that already have authorization from ANEEL, projects of wind farms that won the reserve auction of 2009 and 2010, and of new wind farm projects. On December 27, 2010 the Company signed a civil engineering supply agreement with the Queiroz Galvo e Mercurius consortium. Since that daea up to June 30, 2011, advance payments in the amount of R$31,030 have been made, that are recorded under the title of advance to supplier in the work in progress group.
12 Suppliers
Parent company Suppliers 06/30/2011 12/31/2010 5.432 5.989 Consolidated 06/30/2011 8.546 12/31/2010 8.100
The Parents suppliers are mainly service providers and suppliers of materials for the projects under development. In the consolidated figures, there are also sums regarding maintenance and operating costs in the subsidiary Espra.
12/31/2010
Principal
Debt cost Local currency Notas Promissrias BNDES - Elica Rio Verde BNDES - Elica Porto Seguro BNDES - Elica Serra dos Saltos BNDES - Elica Planaltina BNDES - Elica Paje do Vento BNDES - Elica N. S. Conceio BNDES - Elica Guirap BNDES - Elica Guanambi BNDES - Elica Alvorada IFC - ABN Amro Real S/A FNE - Banco do Nordeste do Brasil S/A (-) custos emprestimos TOTAL 100,00% CDI + 3,0% a.a. TJLP + 1,92% a.a. TJLP + 1,92% a.a. TJLP + 1,92% a.a. TJLP + 1,92% a.a. TJLP + 1,92% a.a. TJLP + 1,92% a.a. TJLP + 1,92% a.a. TJLP + 1,92% a.a. TJLP + 1,92% a.a. 100,00% CDI + 2,5% a.a. 9,5% a.a.
Current
Non Current
Current
Non Current
Current
Non Current
Current
Non Current
773 773
12 2 6 8 7 8 8 6 2 59
54.924 8.583 25.819 36.614 34.460 38.768 38.768 27.999 10.624 109.886 (4.865) 381.580
824 30 854
Pledge Arising of Rights from the Authorizing Resolutions entered into pursuant to articles 1431 et seq. in the Brazilian Civil Code (Law no.10.406/2002) and as permitted in paragraph 1, article 19, Decree no. 2.003 dated September 10, 1996, the subsidiary Espra pledges in favor of BNB: a. The right to receive all and any sums which are or will become actually or potentially payable and outstanding to Espra by the Concession Authority, in accordance with the legal and regulatory norms and applicable to the following Authorizing Resolutions: (i) PCH Cachoeira da Lixa: Authorizing Resolution no. 697 dated December 24, 2003; (ii) PCH Colino 1: Authorization Resolution No. 703, dated December 24, 2003; and (iii) PCH Colino 2: Authorizing Resolution no. 695 dated December 24, 2003, subsequently amended by Resolutions no. 427, 425, and 426, all dated December 24, 2004, and by means of SCG/ANEEL Provisions no. 591 and 588 dated March 20, 2006, and no. 529 dated March 15, 2006, respectively, including but not limited to all the indemnities owing to the license's repeal or extinction; and b. All other rights, tangible or not, potential or otherwise, likely to be pledged pursuant to the applicable legal and regulatory norms and the following Authorizing Resolutions: (i) PCH Cachoeira da Lixa: Authorization Resolution No. 697, dated December 24, 2003; (ii) PCH Colino 1: Authorization Resolution No. 703, dated December 24, 2003; (iii) PCH Colino 2: Authorizing Resolution 695 dated December 24, 2003, with its amendments mentioned in item 'a' of the Electricity Purchase and Sale Agreements: CT-PROINFA/PCH-MRE no. 032/2004 (PCH Cachoeira da Lixa); CT-PROINFA/PCHMRE no. 033/2004 (PCH Colino 1) and CT-PROINFA/PCH-MRE no. 034/2004 (PCH Colino 2),entered into between Espra and ELETROBRS - Centrais Eltricas Brasileiras S.A.
Assignment and Binding of Revenues from the agreements entered into with ELETROBRS - Centrais Eltricas Brasileiras S.A.; Reserve account liquidity fund (Note 10); and Credit insurance to conclude the project, which owing to the conclusion of the works, is already cancelled.
3. BNDES - agreement n 10.2.2100.1 Signed on May 5, 2011, aimed at the deployment of Central Geradora Elica Alvorada from June 2011 to July 2012. The first payment was made on June 29, 2011 in the amount of R$ 10,623,743.70 of a total of R$ 23,829,157.00 with BNDES ordinary funds, amortizable in 192 monthly installments, the first one maturing on May 15, 2013 and the last one on April 15, 2029, bearing interest of 1.92% p.a. indexed to the TJLP. The operation is guaranteed by pledge on shares, fiduciary assignment of credit and emerging rights, fiduciary assignment of assets, and bank guarantee during construction and the first year of business operation. The contractual covenant of this operation in a Gross Financial Debt/EBITDA ratio lower than 1.3. Such covenant is in the grace period. 4. BNDES - agreement n 10.2.2101.1 Signed on May 5, 2011, aimed at the deployment of Central Geradora Elica Guanambi from June 2011 to July 2012. The first payment was made on June 29, 2011 in the amount of R$ 27,998,784.10 of a total of R$ 62,801,536,00 with BNDES ordinary funds, amortizable in 192 monthly installments, the first one maturing on May 15, 2013 and the last one on April 15, 2029, bearing interest of 1.92% p.a. indexed to the TJLP. The operation is guaranteed by pledge on shares, fiduciary assignment of credit and emerging rights, fiduciary assignment of assets, and bank guarantee during construction and the
first year of business operation. The contractual covenant of this operation in a Gross Financial Debt/EBITDA ratio lower than 1.3. Such covenant is in the grace period. 5. BNDES - agreement n 10.2.2102.1 Signed on May 5, 2011, aimed at the deployment of Central Geradora Elica Guirap from June 2011 to July 2012. The first payment was made on June 29, 2011 in the amount of R$ 38,767,547.25 of a total of R$ 86,955,973.00 with BNDES ordinary funds, amortizable in 192 monthly installments, the first one maturing on May 15, 2013 and the last one on April 15, 2029, bearing interest of 1.92% p.a. indexed to the TJLP. The operation is guaranteed by pledge on shares, fiduciary assignment of credit and emerging rights, fiduciary assignment of assets, and bank guarantee during construction and the first year of business operation. The contractual covenant of this operation in a Gross Financial Debt/EBITDA ratio lower than 1.3. Such covenant is in the grace period. 6. BNDES - agreement n 10.2.2103.1 Signed on May 5, 2011, aimed at the deployment of Central Geradora Elica Nossa Senhora da Conceio from June 2011 to July 2012. The first payment was made on June 29, 2011 in the amount of R$ 38,767,547.20 of a total of R$ 86,955,973.00 with BNDES ordinary funds, amortizable in 192 monthly installments, the first one maturing on May 15, 2013 and the last one on April 15, 2029, bearing interest of 1.92% p.a. indexed to the TJLP. Guarantee with attachment of revenues equivalent to 30% of the amount of the largest financing installment. The contractual covenant of this operation in a Gross Financial Debt/EBITDA ratio lower than 1.3. Such covenant is in the grace period. 7. BNDES - agreement n 10.2.2104.1 Signed on May 5, 2011, aimed at the deployment of Central Geradora Elica Paje do Vento from June 2011 to July 2012. The first payment was made on June 29, 2011 in the amount of R$ 34,460,041.85 of a total of R$ 77,294,198.00 with BNDES ordinary funds, amortizable in 192 monthly installments, the first one maturing on May 15, 2013 and the last one on April 15, 2029, bearing interest of 1.92% p.a. indexed to the TJLP. The operation is guaranteed by pledge on shares, fiduciary assignment of credit and emerging rights, fiduciary assignment of assets, and bank guarantee during construction and the first year of business operation. The contractual covenant of this operation in a Gross Financial Debt/EBITDA ratio lower than 1.3. Such covenant is in the grace period. 8. BNDES - agreement n 10.2.2105.1 Signed on May 5, 2011, aimed at the deployment of Central Geradora Elica Planaltina from June 2011 to July 2012. The first payment was made on June 29, 2011 in the amount of R$ 36,613,794.80 of a total of R$ 82,125,086.00 with BNDES ordinary funds, amortizable in 192 monthly installments, the first one maturing on May 15, 2013 and the last one on April 15, 2029, bearing interest of 1.92% p.a. indexed to the TJLP. The operation is guaranteed by pledge on shares, fiduciary assignment of credit and emerging rights, fiduciary assignment of assets, and bank guarantee during construction and the first year of business operation. The contractual covenant of this operation in a Gross Financial Debt/EBITDA ratio lower than 1.3. Such covenant is in the grace period. 9. BNDES - agreement n 10.2.2106.1 Signed on May 5, 2011, aimed at the deployment of Central Geradora Elica Porto Seguro from June 2011 to July 2012. The first payment was made on June 29, 2011 in the amount of R$ 8,583,433.00 of a total of R$ 19,252,721.00 with BNDES ordinary funds, amortizable in 192 monthly installments, the first one maturing on May 15, 2013 and the last one on April 15, 2029, bearing interest of 1.92% p.a. indexed to the TJLP. The operation is guaranteed by pledge on shares, fiduciary assignment of credit and emerging rights, fiduciary assignment of assets, and bank guarantee during construction and the first year of business operation. The contractual covenant of this operation in a Gross Financial Debt/EBITDA ratio lower than 1.3. Such covenant is in the grace period.
10. BNDES - agreement n 10.2.2107.1 Signed on May 5, 2011, aimed at the deployment of Central Geradora Elica Rio Verde from June 2011 to July 2012. The first payment was made on June 29, 2011 in the amount of R$ 54,924,041.30 of a total of R$ 89,550,000.00 with BNDES ordinary funds, amortizable in 192 monthly installments, the first one maturing on May 15, 2013 and the last one on April 15, 2029, bearing interest of 1.92% p.a. indexed to the TJLP. The operation is guaranteed by pledge on shares, fiduciary assignment of credit and emerging rights, fiduciary assignment of assets, and bank guarantee during construction and the first year of business operation. The contractual covenant of this operation in a Gross Financial Debt/EBITDA ratio lower than 1.3. Such covenant is in the grace period.
11. BNDES - agreement n 10.2.2108.1 Signed on May 5, 2011, aimed at the deployment of Central Geradora Elica Serra do Salto from June 2011 to July 2012. The first payment was made on June 29, 2011 in the amount of R$ 25,819,195.80 of a total of R$ 57,912,699.00 with BNDES ordinary funds, amortizable in 192 monthly installments, the first one maturing on May 15, 2013 and the last one on April 15, 2029, bearing interest of 1.92% p.a. indexed to the TJLP. The operation is guaranteed by pledge on shares, fiduciary assignment of credit and emerging rights, fiduciary assignment of assets, and bank guarantee during construction and the first year of business operation. The contractual covenant of this operation in a Gross Financial Debt/EBITDA ratio lower than 1.3. Such covenant is in the grace period.
BNB and BNDES financing for the construction of the wind farms of LER 2009. On January 3, 2011 the Company obtained the approval of financing for its 14 wind farms contracted at the 2nd reserve auction of December 2009 (LER 2009) from the National Bank for Economic and Social Development (BNDES). The consolidated financial volume reaches R$ 904.6 million and represents approximately 77% of the total planned investments of R$ 1.17 billion. The wind farms of Paje do Vento, Planaltina, Porto Seguro, Nossa Senhora da Conceio, Guirap, Serra do Salto, Guanambi, Alvorada and Rio Verde obtained approval from the Senior Management of BNDES in a total financed volume of R$588.9 million. The volume represents approximately 74% of the total investments in this projects. The financing has an interest rate of 1.92% + TJLP (Long-term Interest Rate), up to two years of interest and principal grace period and 16 years of amortization term. The nine farms total 195.2 MW* of installed capacity and an 84 MW on average of firm energy contracted. The first release of funds occurred on June 29, 2011. The other five wind farms of Renova Energia contracted at LER 2009, received approval from the Senior Management of the National Bank for Economic and Social Development (BNDES). The financed volume is R$315.7 million, with R$132.0 million referring to the transfer of the PSI-FINAME line from BNDES, corresponding in full to approximately 80% of the total investments planned in these farms.
On March 18, 2011, the Company issued commercial promissory notes in the amount of R$ 150,000. These securities fall due in 360 days on March 12, 2012. The remuneration will be at DI Rate, plus 3% p.a. and other commissions and charges. The Company is entitled to early redemption of the debt. In order to ensure the full payment and the compliance with all its contractual obligations, the Company pledged as collateral to the holders of Commercial Notes all its current and future shares, representative of the capital of its subsidiary Enerbras, and their respective rights. The holders of the respective commercial notes may only exercise this right in case the Company fails to comply with the contractual clauses. The proceeds from this operation were used to settle the IFC loan and the remainder was used for investments in the wind parks in connection with LER 2009.
15 Shareholders' equity
a. Capital
As of December 31, 2009, the Company's capital is R$46,536 composed of 1,086 thousand shares. On May 7, 2010, the Company increased its capital through the capitalization of the capital reserve balance, by R$ 119,272, to the new amount of R$ 165,808, divided into 108,622 nominative, book-entry shares with no par value, of which 83,191 are common shares and 25,431 preferred shares. On July 13, 2010, Renova Energia S.A. made its initial public offering of 10,000,000 (ten million) of Share/Unit Deposit Certificates at R$ 15.00 per unit, composed of R$150,000. The units of Renova Energia are composed of two preferred shares and one common share and are listed at Level 2 of BM&FBOVESPA. This offering was settled on July 15, 2010. On August 12, 2010, there was the settlement of the supplementary extra lot of the initial public offering of seven hundred thirteen thousand, eight hundred (713,800) share depository certificates (units), at the price of R$15.00 per unit, totaling R$10,707. On July 13, 2010, the Company started the payments of the respective unit distribution process in the initial public offering. Of the gross amount of R$ 160,707, the total amount of R$13,689 was withheld as remuneration of the companies responsible for the offering and distribution and other distribution costs, whereas the net amount received was R$ 147,018. On March 17, 2011 through the re-confirmation of the minutes of the board of directors' meeting of January 18, 2011, the Company granted call option of 360,051 (three hundred and sixty and fifty-one) Certificates of Deposits of Shares ("Units"), each representative of 1 (one) registered common share and 2 (two) preferred shares of the Company's authorized capital, at the exercise value of R$0.34 (thirty-four cents of Real) for purchase option of Unit, which will result in the maximum dilution of 0.77% (seventy-seven hundredth per cent) for the current shareholders of the Company. On this date, the Company's capital increased from R$326,515,127.73 to R$326,637,545.07 (increase of R$122,417.34). On April 4, 2011, the Company authorized capital increase in the amount of R$42,500.00, whereby it issued 375,000 shares in the proportion of one (01) common share and two (02) preferred shares. The Company's capital increased from R$326,637,545.07 to R$326,680,045.07.
Manageable Personnel, Management Outsourced services Rental and leases Traveling Depreciation Other Total
Consolidated Operation Non-manageable Tusd - Distribution system use charge Inspection fee 526 40 566 1.884 2.833 4.717 5.283
06/30/2011 General and administrative 06/30/2010
Total 526 40 566 3.452 5.737 695 512 3.287 215 13.898 14.464
Total 627 38 665 1.385 2.765 688 163 2.898 3.444 11.343 12.008
Personnel, Management Outsourced services Rental and leases Traveling Depreciation Other
Total
1
6
1
7
44 3.026 (29)
7 1.731 (22)
(8.206) (562)
(5.941) (126)
(2.494)
(74) (18) (2.684) (289)
Deemed IRPJ and CSLL calculation basis Rate - deemed profit IRPJ and CSLL Adjustments to reflect effective rate Other income IRPJ and CSLL calculation basis Effective rate IRPJ and CSLL calculation Discoun in excess of R$0.240 per annum IRPJ and CSLL expenses
(313)
(263)
The income and social contribution taxes of current year are calculated based on the rates of 15% plus a surcharge of 10% on taxable income in excess of R$ 240 for income tax and 9% on taxable income for social contribution on net income, and take into account tax loss carryforward and negative basis of social contribution, limited to 30% of net profit. The Company adopts the taxable income calculation regime, having determined the tax loss of R$1,239. The tax presented in the consolidated position refers to the subsidiary Espra, calculated based on deemed profit. Income and social contribution taxes under the deemed profit system are paid quarterly on the gross revenue, considering the percentage presumption, based on the rates defined in current legislation. (Basis of estimate of 8% and 12% on sales, income tax and social contribution, respectively, plus the calculation amount of other financial revenue). The income tax and social contribution figures refer to the subsidiary Espra and were prepared under the presumed profit tax system.
a. Market value of financial instruments Fair value Fair value is the amount for which an asset could be exchanged, or a liability settled, between parties with knowledge of the deal and interest in performing it, in a transaction where none of the parties is favored. The concept of fair value deals with innumerous variations of metrics used for the purpose of reliably measuring an amount. To calculate the fair value we project the cash flows from the financial instruments up to the end of the operations by following the contractual rules and use as a discount rate the future interbank deposit rate disclosed by BM&F Bovespa. Some of the headings show a book balance equivalent to fair value, and this situation occurs because the financial instruments' features are similar to those of instruments traded in the market. The use of different market methodologies can have a material effect on estimated realization values. Transactions with financial instruments are stated in the balance sheet at book value, which is equivalent to their fair value under the headings of cash and cash equivalents, trade accounts receivable, related parties, escrow deposits, and trade accounts payable. For loans, financing and debt charges, book balances differ from fair value.
Parent com pany Fair value Financial assets Current Cash and cash equivalents Receivables from suppliers Pledges and restricted deposits Non-current Related party transactions Pledges and restricted deposits Financial liabilities Current Suppliers Loans and financing Non-current Related party transactions 1.577 1.577 5.432 150.773 5.989 5.432 150.773 5.989 37.295 446 212 444 37.295 446 212 444 22.969 605 59 7.251 116.091 59 22.969 605 59 7.251 116.091 59 06/30/2011 12/31/2010 Book value 06/30/2011 12/31/2010
Loans and financing in local currency with Banco Santander S.A. and the Promissory Note with Banco Votorantim are classified as financial liabilities and are recorded at amortized cost, correspond to loans with specific purposes for financing of investments in generation of electricity, indexed to 100% of CDI and prefixed rates for the Santander financing and 100% DI + 3 % p.a. for the promissory note of Banco Votorantim. Loans and financing in domestic currency by BNB are stated as financial liabilities and are recorded at their amortized cost, and refer to loans with the specific purpose of funding investments in electricity generation, indexed to pre-fixed rates.
Parent com pany 06/30/2011 Fair value through profit or loss Fair value through profit or loss 12/31/2010
Financial assets Current Cash and cash equivalents Receivables from suppliers Pledges and restricted deposits Non-current Related party transactions Pledges and restricted deposits Financial liabilities Current Suppliers Loans and financing Non-current Related party transactions
Held to m aturity
Total
Held to m aturity
Total
22.969 605 59
22.969 605 59
7.251 115.655 59
7.251 115.655 59
37.295 446
37.295 446
212 444
212 444
5.432 148.803
5.989
5.989 -
1.577
Consolidated 06/30/2011 Fair value through profit or loss Fair value through profit or loss 12/31/2010
Financial assets Current Cash and cash equivalents Trade accounts receivable Receivables from suppliers Pledges and restricted deposits Non-current Related party transactions Pledges and restricted deposits Financial liabilities Current Suppliers Loans and financing Non-current Loans and financing
Held to m aturity
Total
Held to m aturity
Total
79 11.725
79 11.725
164 12.019
164 12.019
8.546 153.523
8.546 153.523
8.100 7.190
8.100 7.190
381.639
381.639
125.599
125.599
In order to establish a hierarchy for financial instruments with basis on their fair value, there is a need for information that is more consistent and updated with the Company's external context. For measuring the fair value of Company instruments, the requirements are as follows: Level 1 prices agreed on in active markets for identical assets and liabilities; Level 2 different inputs of the prices negotiated in active markets included at Level 1 that are observable for the asset or liability, either directly or indirectly; Level 3 - for assets or liabilities that are not based on variables observable in the market; The methods of level segregation for the fair value of the Company's financial instruments were based on an individual analysis, considering similar operations found in the market and observing comparability criteria that were structured taking into account the terms, amounts, grace periods, indexes and markets. The simpler and easier the access to information on comparative instruments, the more active the market will be, and the more restricted the information, the more restricted the market will be for measuring the instrument.
Parent com pany Measurem ent of fair value
Sim ilar m arket Level 2
06/30/2011
06/30/2011
22.969
22.969
81.391
81.391
Market risk
The market risk refers to the possibility of monetary loss arising from fluctuations of variables that have impact on prices and rates negotiated in the market. Said fluctuations impact on virtually all sectors and, therefore, are financial risk factors.
The loans and financing taken by the Company and its affiliated company Espra shown in Note 13 are from BNB, Banco Votorantim and BNDES. The contractual rules for financial liabilities create risks linked to those exposures. As of December 31, 2011, the Company and its subsidiaries have a market risk associated to interbank deposit rate, long-term interest rate and the general market price index. To determine market risks associated to interest rates we considered the general market price index, the interbank deposit rate, and the long-term interest rate and extended consumer price index but took into account that the Brazilian economy has a favorable outlook for solid growth and investments in infrastructure, as exemplified by governmental programs such as the Growth Acceleration Program. A controlled inflation and a credit supply are important factors to obtain low-risk funding. Considering that the market rate (or the opportunity cost of capital) is defined by this agent, bearing in mind a risk premium compatible with the area's activities and that, as it is not possible to seek out other alternatives or different market opportunities and/or methodologies for it estimates, the market value of this portion of domestic loans is close to its book value, as are the other financial assets and liabilities assessed.
Probable (I) Scenario IIScenario IIIScenario IVScenario V 150.773 150.967 151.160 150.580 150.387 25% 50% -25% -50%
This sensitivity analysis was prepared according to CVM Instruction no. 475/2008, with the purpose of measuring the impact of changes in market variables on each of the Company's financial instruments. However, settling the transactions involving such estimates may result in sums different from those estimated, owing to the subjectivity contained in the procedure used to prepare these analyses.
c. Liquidity risk
The liquidity risk shows the subsidiary's ability to settle assumed obligations and determine the subsidiary's financial capacity to adequately meet its commitments, loan maturities, and other obligations included in the disclosures. More detailed information on loans taken by the Company is shown in Note 15. The Company's management only makes use of credit facilities that allow great operating leverage, an assumption confirmed by observing the characteristics of the loans taken. The flow of realization for the liabilities assumed under their contractual conditions is presented in the table below.
Consolidated 12/31/2010 Maturities Maturities from 2012 to from 2015 to 2014 2016 28.965 12.171
Total 132.789
Total 541.998
Consolidated 06/30/2011 Maturities Maturities from 2012 to from 2015 to 2014 2016
52.907
46.519
d. Credit risk
Credit risk includes the possibility that the Company may fail to realize its rights and is directly related to headings such as cash and cash equivalents, trade accounts receivable, escrow deposits, and other. In the energy sector information on operations are submitted to the regulatory agency, which maintains active data on energy produced and consumed, and this structure results in plans for the independent and uninterrupted operation of the electric system. Energy sales arise from auctions and agreements with other companies, in a system that fosters reliability and keeps industry players' defaults under control.
Another credit risk source is that associated to financial investments. The management of these financial assets is done through operating strategies and internal controls, aimed at assuring liquidity, security and profitability.
The Company does not make investments for speculative purposes, the results obtained from these operations are consistent with the policies and strategies defined by management. The Company manages its risks continuously, assessing whether the practices adopted in the execution of its activities are in line with the policies advocated by management. The Company does not make use of equity hedging financial instruments, as it believes that the risks to which its assets and liabilities are ordinarily exposed compensate each other in the natural course of its activities. The management of these financial instruments is done through operating strategies, aimed at liquidity, profitability and security. The control policy consists of permanent follow-up of the conditions engaged versus those in force in the market. The Company does not make any speculative investments in derivatives or any other risky assets. Regarding financial assets from financial investments, the Company only conducts transactions with financial institutions classified as low risk by rating agencies in order to ensure a higher profitability while aggregating security to the results. Management's understanding is that its contracted financial investment transactions do not expose the Company to significant risks that might, in the future, generate material losses. In addition, in regard to the credits with suppliers described in note 6, management also believes that there are no material risks in relation to the realization of the respective credits.
f. Capital management
06/30/2011
12/31/2010
Financing and loan debt (-) Cash and cash equivalents Net debt Shareholders' equity Capital Financial leverage index - %
The Group's objectives in managing its capital are to safeguard its business continuity capacity to offer return to shareholders and benefits to the other stakeholders besides maintaining an optimal capital structure to reduce this cost. In order to keep or adjust the capital structure, the Group may review the dividend payment
policy, refund capital to the shareholders or, also, issue new shares or sell assets to reduce, for instance, the indebtedness level.
The indirect subsidiary Espra maintains insurance contracts with coverage determined in accordance with the orientation of specialists, considering the nature and the degree of risk, in amounts considered sufficient to cover possible significant losses on its assets and responsibilities. The risk assumptions, due to their nature, are out of the scope of the review of Quarterly Information, and therefore, were not examined by our independent auditors. The main values at risk with insurance coverage are R$ 202,000 for power generation and transmission. Due to participation in Ler 2009 and 2010 auctions and construction of the wind farms, the company has the following insurance policies still active:
Subject of the Guarantee Surety bond guaranteeing the faithful performance of the obligations of implementation of the 14 Wind Energy Generation Centers of LER 2009. Surety bond guaranteeing the faithful performance of the obligations of implementation of the 06 Wind Energy Generation Centers of LER 2010. ICG surety bond Guarantee LER 2009 Amount insured Term Beginning Insured End
R$ 53,910
03/29/2010
10/01/2012
of
R$ 29,470
12/06/2012
12/01/2013
of
R$ 16,275
08/13/2010
04/08/2011
of
12/18/2011
R$ 25,000
07/07/2010
07/07/2013