Beruflich Dokumente
Kultur Dokumente
(Publicly-held company)
Quarterly Information - ITR
at June 30, 2014
and report on review
of quarterly information
Eneva S.A.
Quarterly Information - ITR
Balance Sheet - Assets
(thousands of Reais)
Account Code
Account Description
1
1.01
1.01.01
1.01.01.01
Total Assets
Current Assets
Cash and Cash Equivalents
Cash and Bank deposits
1.01.01.02
1.01.06
1.01.06.01
1.01.08
1.01.08.01
1.01.08.03
1.01.08.03.01
1.01.08.03.03
1.01.08.03.04
1.02
1.02.01
1.02.01.09
1.02.01.09.07
Recoverable Taxes
Current Taxes Recoverable
Other Current Assets
Noncurrent Assets on Sale
Other
Other Advances
Gain on derivatives
Escrow Deposits
Noncurrent Assets
Long-Term Assets
Other Noncurrent Assets
Recoverable Taxes
Current
Quarter
6/30/2014
Previous
Year
12/31/2013
4,736,905
327,932
12,011
3,581
4,751,985
141,241
110,156
509
8,430
109,647
10,611
10,611
305,310
303,913
1,397
1,358
0
39
4,408,973
1,490,549
1,490,549
28,026
25,701
25,701
5,384
0
5,384
1,175
4,171
38
4,610,744
1,464,405
1,464,405
7,215
1.02.01.09.08
12,515
217,337
1.02.01.09.09
288,795
206,678
1.02.01.09.10
841
841
1.02.01.09.11
973,278
909,327
1.02.01.09.12
178,490
123,005
1.02.01.09.13
1.02.01.09.14
1.02.02
1.02.02.01
Embedded derivatives
Other Accounts Receivable
Investments
Equity Interests
8,602
2
2,904,468
2,904,468
0
2
3,130,978
3,130,978
87,674
51,899
1,666,324
1,088,375
62,095
2,181,366
835,618
62,095
1.02.02.01.01
Prepaid expense
Interests in Associated
Companies
1.02.02.01.02
1.02.02.01.03
1.02.02.01.04
Interests in Subsidiaries
Interests in Joint Ventures
Other Equity Interests
1.02.03
11,332
12,634
1.02.04
Intangible assets
2,624
2,727
Eneva S.A.
Quarterly Information - ITR
Balance Sheet - Liabilities
(thousands of Reais)
Account Code
Account Description
2
2.01
2.01.01
2.01.01.02
2.01.02
2.01.02.01
2.01.03
2.01.03.01
Total Liabilities
Current Liabilities
Social and labor obligations
Labor Obligations
Trade payables
Domestic Trade Payables
Tax Obligations
Federal Tax Liabilities
Current Quarter
6/30/2014
Previous Year
12/31/2013
4,736,905
2,107,631
5,947
5,947
4,860
4,860
560
560
4,751,985
1,580,010
8,424
8,424
3,473
3,473
709
709
560
709
2,091,183
2,091,183
2,091,183
0
0
5,081
5,081
4,990
91
218,227
172,495
172,495
172,495
0
0
0
44,663
44,663
44,663
1,069
1,069
1,069
2,411,047
4,652,273
353,865
353,865
1,562,323
1,562,211
1,562,211
112
112
5,081
5,081
4,990
91
703,232
660,656
655,417
655,417
5,239
4,605
634
34,489
34,489
34,489
8,087
8,087
8,087
2,468,743
4,532,313
350,514
350,514
2.03.05
Retained Earnings/Accumulated
Losses
-2,545,011
-2,360,800
2.03.06
-50,080
-53,284
2.01.03.01.01
2.01.04
2.01.04.01
2.01.04.01.01
2.01.04.02
2.01.04.02.02
2.01.05
2.01.05.02
2.01.05.02.07
2.01.05.02.09
2.02
2.02.01
2.02.01.01
2.02.01.01.01
2.02.01.02
2.02.01.02.01
2.02.01.02.02
2.02.02
2.02.02.01
2.02.02.01.04
2.02.04
2.02.04.02
2.02.04.02.05
2.03
2.03.01
2.03.02
2.03.02.04
Eneva S.A.
Quarterly Information - ITR
Statement of Income
(thousands of Reais)
Account Code
3.04
3.04.02
3.04.02.01
3.04.02.02
3.04.02.03
3.04.02.04
3.04.02.05
3.04.04
3.04.04.01
3.04.04.02
3.04.05
3.04.05.01
3.04.05.02
3.04.05.03
3.04.06
3.05
3.06
3.06.01
3.06.01.01
3.06.01.02
3.06.01.03
3.06.01.04
3.06.01.05
3.06.01.06
3.06.02
3.06.02.01
3.06.02.02
3.06.02.03
3.06.02.05
3.06.02.06
3.07
Account
Description
Operating
Income/Expenses
General and
Administrative
Expenses
Personnel and
Management
Other Expenses
Outsourced Services
Depreciation and
Amortization
Leasing and Rentals
Other Operating
Income
Sale of PGN (OGX
Maranho)
Other
Other Operating
Expenses
Unsecured Liability
Provision for
investment losses
Losses on the Sale of
Assets
Equity in Net
Income of Subsidiaries
Earnings before
financial income/loss
and tax
Financial
Income/Loss
Financial Revenue
Exchange Variance
Gain
Interest-earning
bank deposits
Derivative Financial
Instruments
Fair value of
debentures
Other Financial
Revenue
Interest on loans
Financial Expenses
Exchange Variance
Loss
Derivative Financial
Instruments
Debenture
Interest/Cost
Debt Charges
Other Financial
Expenses
Earnings before tax
on net income
Current
Quarter
4/1/2014 to
6/30/2014
Accrued Value of
the Current Year
1/1/2014 to
6/30/2014
Same Quarter
of the Prior Year
4/1/2013 to
6/30/2013
Accrued Value of
the Prior Year
1/1/2013 to
6/30/2013
-62,698
-104,287
-156,204
-376,597
-13,289
-41,613
-29,879
-53,590
-4,898
-18,185
-16,484
-27,605
-793
-5,514
-2,032
-17,439
-1,347
-10,565
-2,607
-20,361
-580
-1,105
-452
-905
-1,504
-2,852
-1,031
-2,112
806
22,676
961
975
21,858
806
818
961
975
-1,593
-1,722
-2,885
-3,925
-171
-135
-2,883
-3,923
-27
-192
-1,395
-1,395
-2
-5
-48,622
-83,628
-124,401
-320,057
-62,698
-104,287
-156,204
-376,597
-49,581
-79,924
-77,046
-107,554
25,954
88,706
29,068
44,049
3,186
22,323
606
4,012
1,362
2,821
27,118
31,431
-4,605
4,431
10,474
9,031
-175
-426
95
156
25,916
-75,535
58,975
-168,630
-8,955
-106,114
0
-151,603
-150
-15,299
-10,780
-12,760
-4,124
-4,124
212
-2,619
-185
-396
-149
-362
-69,406
-144,828
-32,438
-55,788
-1,670
-3,983
-62,959
-80,074
-112,279
-184,211
-233,250
-484,151
3.09
3.11
3.99
3.99.01
3.99.01.01
-112,279
-184,211
-233,250
-484,151
-112,279
-184,211
-233,250
-484,151
-0.15982
-0.26221
-0.40321
-0.83694
Eneva S.A.
Quarterly Information - ITR
Statement of Comprehensive Income
(Thousands of Reais)
Account
Account Description
Code
4.01
4.02
4.02.01
4.02.02
4.02.03
4.02.04
4.03
Current
Quarter
4/1/2014 to
6/30/2014
(112.279)
(1.349)
(2.044)
695
(113.628)
Accrued
Value of the
Current Year
1/1/2014 to
6/30/2014
(184.211)
(2.115)
(3.204)
1.089
(186.326)
Same
Quarter of
the Prior
Year
4/1/2013 to
6/30/2013
(233.250)
(3.569)
483
(6.140)
2.088
(236.819)
Accrued
Value of the
Prior Year
1/1/2013 to
6/30/2013
(484.151)
(5.333)
(617)
(7.145)
2.429
(489.484)
Eneva S.A.
Quarterly Information - ITR
Statement of Cash Flows - Indirect Method
(Thousands of Reais)
Account Code
Account Description
6.01
6.01.01
6.01.01.01
6.01.01.02
6.01.01.03
6.01.01.04
6.01.01.05
6.01.01.06
6.01.01.07
6.01.01.08
6.01.01.09
6.01.01.10
6.01.01.11
6.01.01.12
6.01.01.13
6.01.01.14
6.01.01.15
6.01.01.17
6.01.01.18
6.01.02
6.01.02.01
6.01.02.02
6.01.02.03
6.01.02.05
6.01.02.06
6.01.02.07
6.01.02.09
6.01.02.10
6.01.02.11
6.01.02.12
6.01.02.13
6.01.02.14
6.01.02.15
6.01.03
6.02
6.02.01
6.02.02
6.02.03
6.02.04
6.02.05
6.02.06
Accrued Value
Accrued Value
of the Current of the Prior Year
Year 1/1/2014 to
1/1/2013 to
6/30/2014
6/30/2013
127,056
(18,295)
(184,211)
1,105
83,628
(307)
6,555
192
135
396
73,055
1,157
152,369
(181)
(5,721)
(149)
1,387
(2,478)
159,511
(7,018)
(308,284)
(856)
(243,476)
-
(135,452)
(116,955)
(484,151)
905
320,057
(6,412)
22,666
(3)
3,923
362
426
25,272
116
(90)
420
2,986
4,618
949
(8,767)
(18,613)
(583,123)
(356)
(358,491)
-
6.02.07
6.02.08
6.02.09
6.02.10
6.03
6.03.01
6.03.02
6.03.03
6.03.04
6.03.07
6.03.08
6.03.10
6.04
6.05
6.05.01
6.05.02
(63,950)
(2)
83,083
(4,124)
119,959
(200,000)
172,995
(5,747)
(98,145)
110,156
12,011
(223,443)
2,040
(2,873)
587,813
(1,045)
540
(300,000)
888,605
(287)
(130,762)
206,263
75,501
Eneva S.A.
Quarterly Information - ITR
Statement of Changes in Equity
Period from 01/01/2014 to 06/30/2014
(Thousands of Reais)
Paid-in
share
capital
Capital
Reserves,
Options
Awarded
and
Treasury
Stock
Profit
Reserves
Retained
Other
Earnings or Comprehe
Accumulated
nsive
Losses
Income
350.514
(2.360.800)
(53.284)
350.514
(2.360.800)
(53.284)
Account
Code
Account Description
5.01
Opening Balances
5.02
Prior-year Adjustments
5.03
5.04
119.959
3.351
123.310
5.04.01
Capital Increases
119.959
119.959
5.04.02
5.04.03
3.351
3.351
5.04.04
5.04.05
5.04.06
Dividends
5.04.07
5.04.08
5.05
(184.211)
3.204
5.05.01
5.05.02
(184.211)
3.204
(181.007)
5.05.02.01
3.204
3.204
(184.211)
(184.211)
5.05.03
5.05.03.01
5.06
5.06.01
Creation of Reserves
5.06.02
5.06.03
5.07
Closing Balances
353.865
(2.545.011)
(50.080)
4.532.314
4.532.314
4.652.273
Shareholders
Equity
2.468.744
2.468.744
(181.007)
-
2.411.047
Eneva S.A.
Quarterly Information - ITR
Statement of Changes in Equity
Period from 01/01/2013 to 06/30/2013
(Thousands of Reais)
Paid-in
share
capital
Capital
Reserves,
Options
Awarded
and
Treasury
Stock
Profit
Reserves
Retained
Earnings or
Accumulated
Losses
Other
Comprehe
nsive
Income
Account
Code
Account Description
5.01
Opening Balances
3.731.734
321.904
5.02
Prior-year Adjustments
5.03
3.731.734
321.904
5.04
540
14.904
15.444
5.04.01
Capital Increases
540
540
5.04.02
5.04.03
14.904
14.904
5.04.04
5.04.05
5.04.06
Dividends
5.04.07
5.04.08
5.05
(484.151)
7.762
(476.389)
5.05.01
5.05.02
(484.151)
7.762
(476.389)
5.05.02.01
7.145
7.145
5.05.02.02
5.05.02.03
5.05.02.04
5.05.02.05
5.05.02.06
(484.151)
617
(483.534)
5.05.03
5.05.03.01
5.06
5.06.01
Creation of Reserves
5.06.02
5.06.03
5.07
Closing Balances
3.732.274
336.808
(1.849.130)
(111.305)
2.108.647
(1.364.979) (119.067)
-
(1.364.979) (119.067)
Sharehold
ers Equity
2.569.592
2.569.592
Eneva S.A.
Quarterly Information - ITR
Statement of Value Added
(Thousands of Reais)
Account Code
Account Description
7.01
7.01.01
7.01.02
7.01.03
Revenue
Sales of Goods, Products and Services
Other Revenue
Revenue relating to construction of company assets
Allowance/(Reversal of allowance) for doubtful
accounts
Consumables acquired from third parties
Cost of goods and services sold
Material, Energy, Outsourced Services and Other
Loss/Recovery of Assets
Other
Gross Added Value
Retentions
Depreciation, Amortization and Depletion
Other
Net Added Value Produced
Transferred Added Value
Equity in Net Income of Subsidiaries
Financial Revenue
Other
Derivative Financial Instruments
Provision for Unsecured Liabilities
Provision for Impairment loss
Provision for devaluation of investments
Sale of PGN (OGX Maranho)
Interest on loans
Total Added Value to be Distributed
Distribution of Added Value
Personnel
Direct Remuneration
Benefits
F.G.T.S.
Other
Taxes, Duties and Contributions
Federal
State
Municipal
Interest Expenses
Interest
Rent
Other
Losses on derivative transactions
Advances to suppliers
Insurance
Exchange Variance
Studies and Projects
Financial Expenses
7.01.04
7.02
7.02.01
7.02.02
7.02.03
7.02.04
7.03
7.04
7.04.01
7.04.02
7.05
7.06
7.06.01
7.06.02
7.06.03
7.06.03.01
7.06.03.02
7.06.03.03
7.06.03.04
7.06.03.05
7.06.03.06
7.07
7.08
7.08.01
7.08.01.01
7.08.01.02
7.08.01.03
7.08.01.04
7.08.02
7.08.02.01
7.08.02.02
7.08.02.03
7.08.03
7.08.03.01
7.08.03.02
7.08.03.03
7.08.03.03.01
7.08.03.03.02
7.08.03.03.03
7.08.03.03.04
7.08.03.03.05
7.08.03.03.06
Accrued Value of
the Current Year
1/1/2014 to
6/30/2014
(18.707)
(18.707)
(18.707)
(1.105)
(1.105)
(19.812)
4.286
(83.628)
2.977
84.937
4.431
(135)
(192)
21.858
58.975
(15.526)
(15.526)
18.185
12.694
610
4.881
366
366
150.134
396
2.852
146.886
4.124
398
(7.024)
150.207
Accrued Value of
the Prior Year
1/1/2013 to
6/30/2013
(22.622)
(22.622)
(22.622)
(905)
(905)
(23.527)
(283.940)
(320.057)
40.037
(3.920)
(3.923)
3
(307.467)
(307.467)
27.605
21.177
2.987
3.441
88
88
148.991
362
2.112
146.517
2.619
259
8.748
135.866
7.08.03.03.07
7.08.04
7.08.04.01
7.08.04.02
7.08.04.03
7.08.05
Other
Interest earnings
Interest on Shareholders Equity
Dividends
Retained Earnings/Loss for the Period
Other
(819)
(184.211)
(184.211)
-
(975)
(484.151)
(484.151)
-
Eneva S.A.
Quarterly Information - ITR
Consolidated Balance Sheet - Assets
(Thousands of Reais)
Account Code
Account Description
1
1.01
1.01.01
1.01.01.01
1.01.01.02
1.01.01.03
1.01.01.04
1.01.01.05
1.01.02
1.01.02.01
1.01.02.01.01
1.01.02.01.02
1.01.02.01.03
1.01.02.02
1.01.02.02.01
1.01.03
1.01.03.01
1.01.03.02
1.01.04
1.01.05
1.01.06
1.01.06.01
1.01.07
1.01.08
1.01.08.01
1.01.08.02
1.01.08.03
1.01.08.03.01
1.01.08.03.03
1.01.08.03.04
1.01.08.03.05
1.01.08.03.06
1.02
1.02.01
1.02.01.01
1.02.01.01.01
1.02.01.01.02
1.02.01.02
1.02.01.02.01
1.02.01.03
1.02.01.03.01
1.02.01.03.02
1.02.01.04
1.02.01.05
1.02.01.06
1.02.01.06.01
1.02.01.07
Total Assets
Current Assets
Cash and Cash Equivalents
Cash and Bank deposits
Fundo Multimercado MPX 63
Bradesco Corporate FIC FI Referenciado DI Federal
CDB
Other Fixed-Income Investments
Short-term Investments
Short-term investments valued at Fair Value
Marketable Securities
Available-for-sale securities
Securities
Short-term investments valued at amortized cost
Securities Held to Maturity
Accounts Receivable
Trade accounts receivable
Other Accounts Receivable
Inventories
Agricultural Assets
Recoverable Taxes
Current Taxes Recoverable
Prepaid Expenses
Other Current Assets
Noncurrent Assets for Sale
Assets of Discontinued Operations
Other
Other Advances
Gain on Derivatives
Escrow Deposits
CCC subsidies receivable
Other Accounts Receivable
Noncurrent Assets
Long-Term Assets
Short-term investments valued at Fair Value
Marketable Securities
Available-for-sale securities
Short-term investments valued at amortized cost
Securities Held to Maturity
Accounts Receivable
Trade accounts receivable
Other Accounts Receivable
Inventories
Agricultural Assets
Deferred Taxes
Deferred Income and Social Contribution Taxes
Prepaid Expenses
Current Quarter
6/30/2014
Previous Year
12/31/2013
8.400.491
743.720
87.773
47.504
38.467
1.802
214.205
214.205
66.729
28.777
28.777
14.514
331.722
303.913
27.809
7.048
39
20.722
7.656.771
1.215.574
218.992
218.992
2.017
9.689.212
747.842
277.582
16.493
202.444
58.645
294.396
294.396
78.376
47.651
47.651
9.825
40.012
40.012
5.001
4.171
38
30.802
8.941.370
966.682
302.327
302.327
2.905
1.02.01.08
1.02.01.08.01
1.02.01.08.03
1.02.01.08.04
1.02.01.09
1.02.01.09.01
1.02.01.09.02
1.02.01.09.03
1.02.01.09.04
1.02.01.09.05
1.02.01.09.07
1.02.01.09.08
1.02.01.09.09
1.02.01.09.11
1.02.01.09.12
1.02.01.09.13
1.02.01.09.14
1.02.01.09.15
1.02.02
1.02.02.01
1.02.02.01.01
1.02.02.01.04
1.02.02.02
1.02.03
1.02.03.01
1.02.03.02
1.02.03.03
1.02.04
1.02.04.01
1.02.04.01.01
1.02.04.02
Related-party Credits
Credits with Associated Companies
Credits with Controlling Shareholders
Other Related-party Credits
Other Noncurrent Assets
Noncurrent Assets for Sale
Assets of Discontinued Operations
Gain on Derivatives
Escrow Deposits
CCC Subsidies Receivable
Recoverable Taxes
Accounts receivable from other related parties
AFAC at joint ventures
Loan with joint ventures
Accounts receivable from joint ventures
Embedded derivatives
Other Accounts Receivable
Securities
Investments
Equity Interests
Interests in Associated Companies
Other Equity Interests
Property for Investment
Property, plant and equipment
Property, plant and equipment in operation
Leased property, plant and equipment
Property, plant and equipment in progress
Intangible assets
Intangible assets
Concession Agreement
Goodwill
994.565
171.081
35.487
13.858
7.620
586.820
171.095
8.602
2
1.230.385
1.230.385
87.674
1.142.711
5.004.608
206.204
-
661.450
118.606
14.614
218.680
150
191.968
117.372
60
941.853
941.853
51.899
889.954
6.819.454
213.381
-
Eneva S.A.
Quarterly Information - ITR
Consolidated Balance Sheet - Liabilities
(Thousands of Reais)
Account Code
Account Description
2
2.01
2.01.01
2.01.01.01
2.01.01.02
2.01.02
2.01.02.01
2.01.02.02
2.01.03
2.01.03.01
2.01.03.01.01
2.01.03.02
2.01.03.03
2.01.04
2.01.04.01
2.01.04.01.01
2.01.04.01.02
2.01.04.02
2.01.04.02.01
2.01.04.02.02
2.01.04.03
2.01.05
2.01.05.01
2.01.05.01.01
2.01.05.01.03
2.01.05.01.04
2.01.05.02
2.01.05.02.01
2.01.05.02.02
2.01.05.02.03
2.01.05.02.04
2.01.05.02.05
2.01.05.02.06
2.01.05.02.07
2.01.05.02.08
2.01.05.02.09
2.01.06
2.01.06.01
2.01.06.01.01
2.01.06.01.02
2.01.06.01.03
2.01.06.01.04
2.01.06.02
2.01.06.02.01
2.01.06.02.02
2.01.06.02.03
Total Liabilities
Current Liabilities
Social and labor obligations
Payroll Obligations
Labor Obligations
Trade payables
Domestic Trade Payables
Foreign Trade payables
Tax Obligations
Federal Tax Liabilities
Income taxes and contributions payable
State Tax Liabilities
Municipal Tax Liabilities
Loans and Financing
Loans and Financing
In local currency
Foreign currency
Debentures
Principal
Interest
Financing through Financial Lease
Other liabilities
Related-Party Transactions
Debits with Associated Companies
Debits with Parent Companies
Debts with Other Related Parties
Other
Dividends and Interest on Shareholder's Equity Payable
Minimum Mandatory Dividend Payable
Expenses on Share Based Payments
Losses on Derivative Transactions
Contractual Retentions
Other Advances
Profit Sharing
Dividends Payable
Other liabilities
Provisions
Tax, Welfare and Civil Contingencies
Tax Provisions
Social Security and Labor Provisions
Provisions for Employee Benefits
Civil Provisions
Other Provisions
Provisions for Guarantees
Provision for Reorganization
Provisions for environmental and deactivation liabilities
Liabilities on Noncurrent Assets for Sale and Discontinued
Assets
2.01.07
Current Quarter
6/30/2014
Previous Year
12/31/2013
8.400.491
3.659.090
13.719
13.719
350.716
350.716
24.443
24.443
24.443
3.143.222
3.143.222
3.143.222
126.990
126.990
57.091
5.064
64.835
-
9.689.212
2.978.859
16.770
16.770
331.216
331.216
45.934
45.934
45.934
2.408.254
2.408.142
2.408.142
112
112
176.685
176.685
84.789
8.148
83.748
-
2.01.07.01
2.01.07.02
2.02
2.02.01
2.02.01.01
2.02.01.01.01
2.02.01.01.02
2.02.01.02
2.02.01.02.01
2.02.01.02.02
2.02.01.02.03
2.02.01.03
2.02.02
2.02.02.01
2.02.02.01.01
2.02.02.01.03
2.02.02.01.04
2.02.02.02
2.02.02.02.01
2.02.02.02.02
2.02.02.02.03
2.02.02.02.04
2.02.03
2.02.03.01
2.02.04
2.02.04.01
2.02.04.01.01
2.02.04.01.02
2.02.04.01.03
2.02.04.01.04
2.02.04.02
2.02.04.02.01
2.02.04.02.02
2.02.04.02.03
2.02.04.02.04
2.02.04.02.05
2.02.05
2.02.05.01
2.02.05.02
2.02.06
2.02.06.01
2.02.06.02
2.02.06.03
2.03
2.03.01
2.03.02
2.03.02.01
2.03.02.02
2.03.02.03
2.03.02.04
2.03.02.05
2.03.02.06
2.03.02.07
2.03.02.08
2.03.03
2.03.04
2.03.04.01
2.03.04.02
2.03.04.03
2.03.04.04
2.03.04.05
2.217.206
1.948.318
1.948.318
1.948.318
258.125
258.125
258.125
11.694
11.694
(931)
(931)
(931)
4.136.480
3.807.617
3.802.378
3.802.378
5.239
4.605
634
307.720
307.720
307.720
9.591
9.591
11.552
11.552
2.266
9.286
2.524.195
4.652.273
353.865
353.865
-
2.573.873
4.532.313
350.514
350.514
-
2.03.04.06
2.03.04.07
2.03.04.08
2.03.04.09
2.03.05
2.03.06
2.03.07
2.03.08
2.03.09
(2.558.792)
(50.080)
126.929
(2.379.303)
(53.284)
123.633
Eneva S.A.
Quarterly Information - ITR
Consolidated Statement of Income
(Thousands of Reais)
Account
Code
Account Description
3.01
3.02
3.03
3.04
3.04.01
3.04.02
3.04.02.0
1
3.04.02.0
2
3.04.02.0
3
3.04.02.0
4
3.04.02.0
5
3.04.02.0
6
3.04.02.0
7
3.04.03
3.04.04
3.04.04.0
1
3.04.04.0
2
Operating Income/Expenses
Sales Expenses
General and Administrative Expenses
Accrued
Value of the
Current Year
1/1/2014 to
6/30/2014
Current
Quarter
4/1/2014 to
6/30/2014
489.306
(439.603)
49.703
(24.167)
(18.129)
Same Quarter
of the Prior
Year 4/1/2013
to 6/30/2013
Accrued Value
of the Prior
Year 1/1/2013
to 6/30/2013
395.133
(418.331)
(23.198)
591.232
(730.940)
(139.708)
1.076.078
(934.382)
141.696
(58.596)
(54.921)
(88.690)
(41.983)
(212.220)
(81.012)
(21.459)
(18.845)
(39.142)
(6.167)
Other Expenses
(1.462) (3.307)
(2.653)
(5.009)
Outsourced Services
(8.050) (25.408)
(18.222)
(32.283)
3.04.05
3.04.05.01
3.04.05.0
2
3.04.05.0
3
3.04.05.0
5
3.04.05.0
6
3.04.05.0
7
Unsecured liability
Adomp/CCEE Penalty
3.04.06
3.05
3.06
3.06.01
3.06.01.01
3.06.01.0
2
3.06.01.03
3.06.01.0
4
3.06.01.05
3.06.01.0
(801)
(1.570)
(652) (1.290)
(1.649) (3.177)
(1.611)
(3.288)
42.930
64.802
3.471
3.983
21.858
42.930
42.944
(5.064)
(6.587)
(2.604)
(3.578)
(13.749)
(25.896)
1 111
546 (1.221)
(26)
(23)
(1.395) (1.395)
(2.434)
(2.986)
(5.945)
(12.494)
(17.446)
(35.219)
25.536
(134.541)
15.190
(42.581)
83.100
(258.833)
65.706
(45.114)
(111.888)
(162.929)
19.940
(128.604)
(351.928)
(240.756)
32.641
4.121
25.489
5.877
(4.605)
11.310
4.431
1.018
8.779
1.891
22.585
(407)
682
4.570
12.453
10.474
(175)
17.374
9.031
(426)
1.461
(4.955)
2.092
-
6
3.06.02
3.06.02.0
1
3.06.02.0
2
3.06.02.0
3
3.06.02.0
5
3.06.02.0
6
3.07
3.08
Financial Expenses
Exchange Variance Loss
(149.731)
(192)
(324.539)
(182.869)
(273.397)
(12.919)
(15.182)
3.162
912
(16.204)
(4.124) (4.124)
(185)
(396)
(149)
(362)
Debt charges
(134.165)
(11.065) (20.233)
(86.039)
(109.005)
(175.733)
(274.817)
(1.439)
(5.276)
41.329
3.08.01
Current
187
3.08.02
Deferred charges
3.09
3.10
(110.444)
-
3.10.01
3.10.02
3.11
3.11.01
3.11.02
3.99
3.99.01
3.99.01.01
3.99.02
Common
Diluted Earnings per Share
(283.582) (86.924)
(2.546)
(145.012)
(336)
(1.626) (2.730)
(336)
41.665
102.471
(233.488)
-
(490.549)
-
(110.444)
(112.280)
(181.009)
(184.211)
(233.488)
(233.250)
(490.549)
(484.151)
1.836
0,15721
-
(181.009)
(113.753)
(592.684)
102.135
3.202
(238)
0,25765
-
(6.398)
-
(0,40362) (0,84800)
-
Eneva S.A.
Quarterly Information - ITR
Consolidated Statement of Comprehensive Income
(Thousands of Reais)
Accrued
Value of the
Current
Year
1/1/2014 to
6/30/2014
Same
Quarter of
the Prior
Year
4/1/2013 to
6/30/2013
Accrued
Value of the
Prior Year
1/1/2013 to
6/30/2013
Account
Code
Account Description
Current
Quarter
4/1/2014 to
6/30/2014
4.01
(110.444)
(181.009)
(233.488)
(490.549)
4.02
(1.349)
(2.115)
(3.569)
(5.333)
4.02.01
483
(617)
4.02.02
4.02.03
(2.044)
(3.204)
(6.140)
(7.145)
4.02.04
695
1.089
2.088
2.429
4.03
(111.793)
(183.124)
(237.057)
(495.882)
4.03.01
(113.629)
(186.326)
(236.819)
(489.484)
4.03.02
1.836
3.202
(238)
(6.398)
Eneva S.A.
Quarterly Information - ITR
Consolidated Statement of Cash Flows - Indirect Method
(Thousands of Reais)
Account Code
Account Description
6.01
6.01.01
6.01.01.01
6.01.01.02
6.01.01.03
6.01.01.04
6.01.01.05
6.01.01.06
6.01.01.07
6.01.01.08
6.01.01.09
6.01.01.10
6.01.01.11
6.01.01.12
6.01.01.13
6.01.01.14
6.01.01.15
6.01.01.16
6.01.01.17
6.01.01.18
6.01.02
6.01.02.01
6.01.02.02
6.01.02.03
6.01.02.05
6.01.02.06
6.01.02.07
6.01.02.09
6.01.02.10
6.01.02.11
6.01.02.12
6.01.02.13
6.01.02.14
6.01.02.15
6.01.03
6.01.03.01
6.01.03.02
6.01.03.04
6.02
6.02.01
6.02.02
6.02.03
6.02.04
6.02.05
6.02.06
6.02.07
Accrued Value of
the Current Year
1/1/2014 to
6/30/2014
(63.410)
40.346
(175.733)
96.454
42.581
(307)
6.555
1.221
(111)
(2.266)
396
70.391
21.858
(20.693)
213.398
(2.047)
(3.801)
80.192
(1.999)
11.647
(21.492)
19.500
(3.051)
22.865
10.079
101.505
(317.154)
(13.241)
(303.913)
952.883
(173.265)
(332.320)
(1.036)
(382.113)
Accrued Value of
the Prior Year
1/1/2013 to
6/30/2013
112.773
(337.668)
(592.684)
44.519
128.604
(9.943)
22.666
23
3.578
55
362
426
65.485
(759)
476.240
(3.467)
(1.841)
(331.220)
(41.682)
53.569
86.977
538.757
2.421
4.263
8.034
160.429
(25.799)
(25.799)
(1.226.254)
(999.229)
(5.351)
(138.301)
(2.978)
(24.881)
6.02.08
6.02.09
6.02.10
6.02.11
6.03
6.03.01
6.03.02
6.03.03
6.03.04
6.03.07
6.03.08
6.03.09
6.03.10
6.03.12
6.04
6.05
6.05.01
6.05.02
Dividends
Contractual Retentions
Escrow Deposits
PPE and intangible of asset held for sale - Pecm II
Net Cash from Financing Activities
Financial Instruments
Capital Increase
Advanced for future capital increase
Settlement of the principal - Financing
Loans and Financing Obtained
Capital increase deriving from noncontrolling interests
Loan and financing - held for sale Pecm II
Issuance (payment) of debentures
Dividends
Exchange Variance on Cash and Cash Equivalents
Increase (Decrease) in Cash and Cash Equivalents
Opening Balance of Cash and Cash Equivalents
Closing Balance of Cash and Cash Equivalents
(27.699)
(52.477)
1.921.793
(1.079.283)
(4.124)
119.959
(315.014)
198.446
(1.072.803)
(5.747)
(189.810)
277.583
87.773
(33.623)
(21.891)
734.919
(12.679)
540
(325.575)
1.068.482
6.398
(287)
(1.960)
(378.562)
519.277
140.715
Eneva S.A.
Quarterly Information - ITR
Paid-in
share
capital
Other
Minorit Consolidat
Comprehensiv Shareholder
y
ed
e Income
s Equity
interest Sharehold
s
ers Equity
Account Description
5.01
Opening Balances
4.532.313
350.514
(2.379.303)
5.02
Prior-year Adjustments
5.03
4.532.313
350.514
(2.379.303)
5.04
119.960
3.351
4.722
5.04.01
Capital Increases
119.960
119.960
119.960
5.04.02
5.04.03
3.351
3.351
3.351
5.04.04
5.04.05
5.04.06
Dividends
Interest on Shareholders
Equity
Adjustment for effect of
spin-off
4.722
4.722
4.722
(184.211)
(184.211)
3.204
(181.007)
3.204
3.204
3.204
5.05.02.05
5.05.02.07
(184.211)
(184.211)
5.05.02.08
Minority interest
Reclassification to Net
Income
Financial Instrument
Adjustments
Internal Changes in
Shareholders' Equity
94
5.04.07
5.04.08
5.04.09
5.05
5.05.01
5.05.02
5.05.02.01
5.05.02.02
5.05.02.03
5.05.02.04
5.05.03
5.05.03.01
5.06
Profit
Reserves
Retained
Earnings or
Accumulated
Losses
Account
Code
(53.284)
2.450.240
(53.284)
2.450.240
-
3.204
-
123.633
-
123.633
128.033
(181.007)
-
2.573.873
3.296
3.296
3.202
2.573.873
128.03
(177.711)
(177.711)
(181.009)
94
5.06.01
5.06.03
Creation of Reserves
Realization of Revaluation
Reserve
Taxes on Realization of
Revaluation Reserve
5.07
Closing Balances
4.652.273
353.865
(2.558.792)
5.06.02
(50.080)
2.397.266
126.929
2.524.195
Eneva S.A.
Quarterly Information - ITR
Profit
Reserves
Retained
Earnings
or
Accumul
ated
Losses
Other
Compreh
ensive
Income
Sharehol
ders
Equity
(1.384.97
1)
(119.067)
2.549.60
0
154.975
2.704.575
321.904
(1.384.97
1)
(119.067)
2.549.60
0
154.975
2.704.575
540
14.904
743
16.187
16.187
Capital Increases
540
540
540
5.04.02
5.04.03
14.904
14.904
14.904
5.04.04
5.04.05
5.04.06
5.04.07
Dividends
Interest on Shareholders
Equity
5.04.08
5.04.09
743
743
743
5.05
(484.151)
7.762
(476.389) (10.868)
(487.257)
5.05.01
5.05.02
(484.151)
7.762
(476.389) (10.868)
(487.257)
7.145
7.145
7.145
617
617
617
(484.151)
(484.151)
(6.398)
(490.549
)
(4.470)
(4.470)
5.05.03
Paid-in
share
capital
Account
Code
Account Description
5.01
Opening Balances
3.731.734
321.904
5.02
Prior-year Adjustments
5.03
3.731.734
5.04
5.04.01
5.05.02.01
5.05.02.02
5.05.02.03
5.05.02.04
5.05.02.05
5.05.03.01
Minority
interests
Consolid
ated
Sharehol
ders
Equity
5.06
Internal Changes in
Shareholders' Equity
5.06.03
Creation of Reserves
Realization of Revaluation
Reserve
Taxes on Realization of
Revaluation Reserve
5.07
Closing Balances
3.732.274 336.808
(1.868.37
9)
(111.305)
2.089.39
8
144.107
2.233.50
5
5.06.01
5.06.02
Eneva S.A.
Quarterly Information - ITR
Consolidated Statement of Value Added
(Thousands of Reais)
Account Code
7.01
7.01.01
7.01.02
7.01.03
Account Description
Revenue
Sales of Goods, Products and Services
Other Revenue
Revenue relating to construction of company assets
Allowance/(Reversal of allowance) for doubtful
7.01.04
accounts
7.02
Consumables acquired from third parties
7.02.01
Cost of goods and services sold
7.02.02
Material, Energy, Outsourced Services and Other
7.02.03
Loss/Recovery of Assets
7.02.04
Other
7.03
Gross Added Value
7.04
Retentions
7.04.01
Depreciation, Amortization and Depletion
7.04.02
Other
7.05
Net Added Value Produced
7.06
Transferred Added Value
7.06.01
Equity in Net Income of Subsidiaries
7.06.02
Financial Revenue
7.06.03
Other
7.06.03.01
Derivative Financial Instruments
7.06.03.02
Provision for Unsecured Liabilities
7.06.03.03
Provision for Impairment loss
7.06.03.04
Provision for devaluation of investments
7.06.03.05
Sale of PGN (OGX Maranho)
7.06.03.06
Interest on loans
7.06.03.07
Contractual Penalty
7.07
Total Added Value to be Distributed
7.08
Distribution of Added Value
7.08.01
Personnel
7.08.01.01
Direct Remuneration
7.08.01.02
Benefits
7.08.01.03
F.G.T.S.
7.08.01.04
Other
7.08.02
Taxes, Duties and Contributions
7.08.02.01
Federal
7.08.02.02
State
7.08.02.03
Municipal
7.08.03
Interest Expenses
7.08.03.01
Interest
7.08.03.02
Rent
7.08.03.03
Other
7.08.03.03.01 Losses on Derivative Transactions
7.08.03.03.02 Advances to suppliers
7.08.03.03.03 Insurance
7.08.03.03.04 Exchange Variance
Accrued Value of
the Current Year
1/1/2014 to
6/30/2014
Accrued Value of
the Prior Year
1/1/2013 to
6/30/2013
(745.945)
1.076.078
(1.822.023)
1.546.646
591.231
955.415
(660.808)
(660.808)
(1.406.753)
(96.454)
(96.454)
(1.503.207)
60.162
(42.581)
13.200
89.543
4.431
111
(1.221)
21.858
22.586
41.778
(1.443.045)
(1.443.045)
45.428
25.916
7.622
11.890
6.002
6.002
(1.313.466)
396
174.805
(1.488.667)
4.124
(1.822.023)
11.081
(9.285)
(641.493)
(641.493)
905.153
(44.519)
(44.519)
860.634
(104.134)
(128.604)
28.071
(3.601)
(3.578)
(23)
756.500
756.500
52.889
28.847
13.952
10.090
(101.810)
(101.810)
1.295.970
362
70.882
1.224.726
(912)
955.407
1.843
10.612
7.08.03.03.05
7.08.03.03.06
7.08.03.03.07
7.08.03.03.08
7.08.03.03.09
7.08.04
7.08.04.01
7.08.04.02
7.08.04.03
7.08.04.04
7.08.05
305.211
(1.166)
17.446
5.945
(181.009)
(184.211)
3.202
-
261.751
(3.975)
(490.549)
(484.151)
(6.398)
-
04.423.567/0001-21
Pursuant to the Company's Bylaws, the company, its shareholders and managers undertake to settle
through arbitration any and all disputes between them arising from, or in connection with, the
application, validity, effectiveness, interpretation, violation or effects of the rules contained in Brazilian
Corporation Law, the Company's By-Laws, regulations issued by the Brazilian Monetary Council, the
Brazilian Central Bank and the Brazilian Securities Commission (CVM), and any other regulations
applicable to the capital market in general, as well as those contained in the New Market Regulations,
the Regulations of the Market Chamber of Arbitration and New Market Agreement.
At June 30, 2014 the Companys share capital consisted of 702,524,469 common shares distributed
as follows:
CONSOLIDATED SHAREHOLDINGS OF CONTROLLING SHAREHOLDERS
MANAGERS AND FREE FLOAT
Position at 6/30/2014
Shareholder
Controlling Shareholder
Executives
Board of Directors
Executive Board
Number of Common
Shares
%
(in units)
434,005,449
61.78
Total Number of
Shares
(in units)
434,005,449
61.78
57,070
0
0.01
0.00
57,070
0
0.02
0.00
Audit Committee*
Treasury Stock
0.00
0.00
Other Shareholders
268,461,950
38.21
268,461,950
38.20
Total
702,524,469
100
702,524,469
100
38.21
268,461,950
38.21
Free Float
268,461,950
* At 6/30/2014 the Company did not have an Audit Committee.
The Company's capital was increased on 5/26/2011 by the Board of Directors' meeting held
3/24/2011, which raised the number of shares from 136,692,680 to 136,720,840, as a result of
subscription options being exercised.
1 de 17
04.423.567/0001-21
The Company's capital was increased in February 2012 by the Board of Directors' meeting held
2/29/2012, via the issuance of 9,633 new shares resulting from the conversion of 6,383 of the
21,735,744 debentures issued by the Company on June 15, 2011. The number of Company shares
accordingly rose from 136,720,840 to 136,730,473.
The Company's capital was increased in March 2012 by the Board of Directors' meeting held
3/21/2012, via the issuance of 984 new shares resulting from the conversion of 649 debentures and
the issuance of 7,040 new common shares, with no par value, resulting from the exercising of stock
options awarded under the Company's stock options program. The number of Company shares
accordingly rose from 136,730,473 to 136,738,497.
The Company's capital was increased in May 2012 by the Board of Directors' meeting held 5/9/2012
as a result of the (i) issuance of 4,112 new shares resulting from the conversion of 2,701 debentures
and (ii) the issuance of 125,620 new common shares, with no par value, resulting from the exercising
of stock options awarded under the Company's stock options program. The number of Company
shares accordingly rose from 136,738,497 to 136,868,229.
The capital was increased again the same month by the Board of Directors' meeting held 5/24/2012,
which ratified the issuance of 33,254,705 new common shares with no par value, resulting from the
conversion of 21,652,966 debentures. The number of Company shares accordingly rose from
136,868,229 to 170,122,934.
On 5/24/2012 the ENEVA Board of Directors approved a capital increase of R$ 1,000,000,063.00 via
the issuance of 22,623,796 new shares. However, the subscribed shares will only exist after the
capital increase has been concluded and subsequently ratified, which was concluded in July 2012
and ratified by the Board of Directors' meeting held July 25, 2012.
The Company's capital was increased in June 2012 by the Board of Directors' meeting held
6/15/2012, which ratified the issuance of 514 new common shares with no par value, resulting from
the conversion of 334 debentures. The number of Company shares accordingly rose from
170,122,934 to 170,123,448.
On 6/25/2012 the Board of Directors' meeting ratified the capital increase, approved by the Board of
Directors' meeting on 5/24/2012 at 11 AM, of R$ 1,000,000,063.00 (one billion and sixty-three reais),
within the authorized capital limit, as a result of the subscription and full payment of the 22,623,796
new common registered shares with no par value by E.ON AG ("E.ON"). The number of Company
shares accordingly rose from 170,123,448 to 192,747,244.
Pursuant to the minutes of the Extraordinary General Meeting held by the Company on 8/15/2012, the
shareholders in attendance unanimously approved the split of common shares issued by the
2 de 17
04.423.567/0001-21
Company, whereby each existing common share was split into 3 (three) shares of the same class.
ENEVA's shareholders are entitled to receive the split shares according to their shareholding at
Wednesday, August 15, 2012. The number of Company shares accordingly rose from 192,747,244 to
578,241,732.
The Company's capital was increased in January 2013 by the Board of Directors' meeting held
1/10/2013, ratifying the issuance of 147,480 new common shares, with no par value, resulting from
the exercising of stock options awarded under the Company's stock options program. The number of
Company shares accordingly changed to 578,389,212.
The Company's capital was increased in February 2013 by the Board of Directors' meeting held
2/6/2013, ratifying the issuance of 27,000 new common shares, with no par value, resulting from the
exercising of stock options awarded under the Company's stock options program. The number of
Company shares accordingly changed to 578,416,212.
However, there was a partial subscription of the capital increase, whereby the share capital as of
3/31/2013 stood at R$ 3,736,269,091.89, less than the figure presented in the minutes to the Board of
Directors' meeting held February 06, 2013. The remainder of the share capital was paid in after the
end of the first quarter, resulting in a share capital of R$ 3,736,354,722.02.
The Company's capital was increased in April 2013 by the Board of Directors' meeting held 4/5/2013,
ratifying the issuance of 34,500 new common shares, with no par value, resulting from the exercising
of stock options awarded under the Company's stock options program. The number of Company
shares accordingly changed to 578,450,712. As a result of this resolution the Company's share capital
has changed from R$ 3,736,354,722.02 to R$ 3,736,468,820.55.
The Company's capital was increased in May 2013 by the Board of Directors' meeting held 5/8/2013,
ratifying the issuance of 29,250 new common shares, with no par value, resulting from the exercising
of stock options awarded under the Company's stock options program. The number of Company
shares accordingly changed to 578,479,962. As a result of this resolution the Company's share capital
has changed from R$ 3,736,468,820.55 to R$ 3,736,568,320.85.
On 9/16/2013 the Board of Directors' meeting ratified the Company's capital increase, as approved by
the Board of Directors' meeting on July 03, 2013, of R$ 799,999,995.15, within the authorized capital
limit, as a result of the subscription and full payment of the 124,031,007 new common registered
shares with no par value. The number of Company shares accordingly rose from 578,479,962 to
702,510,969. The Company's share capital has accordingly changed from R$ 3,736,568,320.85 to R$
4,536,568,316.00.
3 de 17
04.423.567/0001-21
The Company's capital was increased in October 2013 by the Board of Directors' meeting held
10/21/2013, ratifying the issuance of 13,500 new common shares, with no par value, resulting from
the exercising of stock options awarded under the Company's stock options program. The number of
Company shares accordingly changed to 702,524,469. As a result of this resolution the Company's
share capital has changed from R$ 4,536,568,316.00 to R$ 4,536,608,413.70.
On 8/1/2014 the Board of Directors' meeting ratified the Company's capital increase, as approved by
the Board of Directors' meeting on 5/9/2014, of R$ 174,728,680.26, within the authorized capital limit,
as a result of the subscription and payment of the 137,581,638 new common registered shares with
no par value. The number of Company shares accordingly rose from 702,524,469 to 840,106,107.
The Company's share capital has accordingly changed from R$ 4,536,608,413.70 to R$
4,711,337,093.96. R$ 119,959,257.16 of the capital increase consists of the subscription of the joint
controlling shareholder E.ON, paid in on 5/20/2014.
Shareholdings of over 5% of the shares of each type and class in the Company, including those of
individuals
Company: ENEVA S.A.
Position at 6/30/2014
Common shares*
Shareholder
Eike Fuhrken Batista
Centennial Asset Mining Fund LLC
Centennial Asset Brazilian Equity Fund LLC
E.ON
BNDESPAR
Other
Total
*ENEVA's share capital consists solely of common shares.
Quantity
145,704,988
20,208,840
1,822,065
266,269,556
72,650,210
195,868,810
702,524,469
Total
%
20.7
2.9
0.3
37.9
10.3
27.9
100
Quantity
145,704,988
20,208,840
1,822,065
266,269,556
72,650,210
195,868,810
702,524,469
%
20.7
2.9
0.3
37.9
10.3
27.9
100
Distribution of share capital in our corporate shareholder (Company shareholder), including the
shareholdings of individuals
Company: Centennial Asset Mining Fund LLC
Quotas
Shareholder
Eike Fuhrken Batista
4 de 17
Quantity
1,000
Position at 6/30/2014
Total
%
100
Quantity
1,000
%
100
04.423.567/0001-21
Total
1,000
100
1,000
100
Position at 6/30/2014
Total
Quantity
Quantity
1,000
100
1,000
100
Total
1,000
100
1,000
100
To facilitate your comprehension a summary follows of the corporate changes ENEVA has undergone
in the period of one year:
On 5/27/2013 E.ON SE. and Mr. Eike Fuhrken Batista ("Parties), the controlling shareholder of
ENEVA, signed the Shareholders' Agreement ("Agreement"), by which the Parties established
the main terms and conditions that will govern their relationship as ENEVA shareholders, in
order for the Parties to share control of the Company (subject to the Agreement's severance
terms). E.ON and Mr. Eike Fuhrken Batista signed an Investment Agreement on March 27,
2013 for the acquisition by E.ON of ENEVA shares held by Mr. Eike Fuhrken Batista, followed
by a private capital increase of ENEVA, ratified on September 16, 2013.
At March 31, 2013 the Companys share capital consisted of 578,241,732 common shares distributed
as follows:
CONSOLIDATED SHAREHOLDINGS OF CONTROLLING SHAREHOLDERS
MANAGERS AND FREE FLOAT
Position at 6/30/2013
Shareholder
Controlling Shareholder
Executives
Board of Directors
Executive Board
5 de 17
Number of Common
Shares
%
(in units)
377,150,046 65.2
Total Number of
Shares
%
(in units)
377,150,046 65.2
98,085 0.02
521,400 0.09
98,085 0.02
521,400 0.09
Audit Committee*
Treasury Stock
0 0.00
0 0.00
04.423.567/0001-21
Other Shareholders
200,710,431 34.7
200,710,431 34.7
Total
578,479,962 100
578,479,962 100
Free Float
200,710,431 34.7
*The Company's Annual Meeting did not convene the Audit Committee in FY 2012.
200,710,431 34.7
Shareholdings of over 5% of the shares of each type and class in the Company, including those of
individuals
6 de 17
04.423.567/0001-21
Position at 6/30/2013
Common shares
Shareholder
Eike Fuhrken Batista
Centennial Asset Mining Fund LLC
Quantity
145,704,988
25.2
Quantity
145,704,988
20,208,840
3.5
20,208,840
3.5
1,822,065
0.3
1,822,065
0.3
209,414,153
36.2
209,414,153
36.2
Total
%
25.2
59,823,537
10.3
59,823,537
10.3
Other
201,329,916
34.8
201,329,916
34.8
Total
578,479,962
100
578,479,962
100
Distribution of share capital in our corporate shareholder (Company shareholder), including the
shareholdings of individuals
Company: Centennial Asset Mining Fund LLC
Position at 6/30/2013
Quotas
Shareholder
Total
Quantity
Quantity
1,000
100
1,000
100
Total
1,000
100
1,000
100
7 de 17
Quantity
Position at 6/30/2013
Total
Quantity
1,000
100
1,000
100
Total
1,000
100
1,000
100
Gross Revenues
Consolidated
Itaqui
Pecm II
Parnaba I
Amapari
546.2
152.2
108.2
275.4
10.3
Fixed Revenues
248.2
80.7
47.5
110.8
9.2
Variable Revenues
255.5
42.5
49.7
162.3
1.0
0.0
0.0
0.0
0.0
0.0
42.4
29.0
11.1
2.3
0.0
Other Revenues
-56.9
-15.2
-11.5
-27.9
-2.2
489.3
137.0
96.7
247.5
8.1
8 de 17
2. Operating Costs
Operating Costs
(R$ thousands)
Personnel and Management
Fuel
2Q14
2Q13
(10,948)
(8,434)
(189,626)
(158,132)
Outsourced Services
(38,336)
(12,709)
(73,175)
(52,154)
(28,599)
(76,692)
Other Costs
(51,978)
(84,238)
Transmission Charges
(13,876)
(16,125)
(22,778)
(69,511)
Other
(15,324)
1,398
(392,662)
(392,359)
(46,942)
(25,972)
(439,603)
(418,331)
Total
Depreciation and Amortization
Total Operating Costs
Operating Costs totaled R$439.6 million in 2Q14, impacted mainly by an increase of R$31.5
million in fuel costs relative to the same period of the preceding year, due to the beginning of
commercial operations of Pecm II. The fuel cost of R$189.6 million recorded in the quarter is
divided into R$53.4 million incurred by Itaqui, R$41.4 million incurred by Pecm II in April and
May, R$92.6 million incurred by Parnaba I and R$2.3 million by Amapari.
The full-quarter operation of these plants also impacted the Outsourced Services account, which
reached R$38.3 million in 2Q14, mainly due to higher costs with utilities, machinery and
equipment repair, mechanical maintenance service and technical consulting.
The Leases and Rentals account, which totaled R$73.2 million in the quarter, is comprised mainly
by lease costs incurred by Parnaba I, according to its gas supply agreement (R$72.1 million).
The Other Costs account, which totaled R$52.0 million in 2Q14, is mainly composed by
transmission charges (TUST) and compensation for downtime of the power plants (unavailability
charges).
In 2Q14, Itaqui, Pecm II and Parnaba I had to reimburse discos for the energy not delivered by
the difference between their declared variable cost per MWh (CVU) and the spot price (PLD). In
the quarter, these costs amounted to R$2.7 million, R$16.0 million (April and May only) and
R$4.1 million for Itaqui, Pecm II and Parnaba I, respectively.
On January 07, 2014, Itaqui filed a lawsuit against Aneel questioning the penalties being charged
on an hourly basis, considering that the Regulated Market Power Purchase Agreements (PPAs)
provide for using the 60-month rolling average availability. On January 24, 2014, a Federal Court
granted an injunction to Itaqui determining that unavailability charges be calculated based on the
60-month rolling average. In the cases of Pecm II and Parnaba I, unavailability charges are still
being measured and charged on an hourly basis. Downtime charges are calculated based on the
difference between the actual production of the generating units and the authorized capacity
discounting forced and programmed stoppage rates, internal consumption of the units and grid
losses.
9 de 17
3. Operating Expenses
In the quarter, Operating Expenses, excluding Depreciation & Amortization, amounted to R$17.3
million, a 56.8% reduction when compared to 2Q13. In the same period, the holding company
posted Operating Expenses, excluding Depreciation & Amortization, of R$12.7 million, compared
to the R$29.4 million recorded in 2Q13. During the period, the IPCA inflation index rose by
6.80%.
Consolidated
Operating Expenses
(R$thousands)
2Q13
2Q14
Personnel
(6,167)
(18,845)
-67.3%
Outsourced Services
(8,050)
(18,222)
-55.8%
(1,649)
(1,611)
2.4%
Other Expenses
(1,462)
(2,653)
-44.9%
(17,327)
(41,331)
-58.1%
(801)
(652)
(18,129)
(41,983)
Total
Depreciation and Amortization
Total Operating Expenses
Operating Expenses
(R$thousands)
Personnel
22.9%
-56.8%
Holding
2Q14
2Q13
(4,898)
(16,484)
-70.3%
160
(9,188)
-101.7%
Outsourced Services
(5,514)
(10,565)
-47.8%
(1,504)
(1,031)
45.9%
Stock Options
Other Expenses
Total
Depreciation and Amortization
Total Operating Expenses
(793)
(1,347)
-41.1%
(12,709)
(29,427)
-56.8%
(580)
(452)
(13,289)
(29,879)
28.5%
-55.5%
10 de 17
4. EBITDA
In 2Q14, ENEVA reported a positive EBITDA of R$79.3 million, mainly due to:
Full quarter operations of Pecm II, which had a positive contribution of R$20.8 million to
2Q14 consolidated EBITDA;
Improved operational performance of Itaqui, with resulting decrease in unavailability
expenses. Itaqui reported an EBITDA of R$20.1 million in 2Q14;
Stable performance of Parnaba I, which reported an EBITDA of R$50.3 million in 2Q14;
Reduced operating expenses in the Holding, which reported a negative EBITDA of R$12.7
million in 2Q14.
2Q14
15,189
2Q13
19,940
-23.8%
504.4%
4,121
682
14,656
7,498
Marking-to-market of derivatives
(4,605)
10,474
Settlement of derivatives
95.5%
-144.0%
-
(175)
-100.0%
1,017
1,461
-30.4%
Financial Expenses
(149,729)
(182,869)
-18.1%
Monetary variation
(192)
(12,919)
-98.5%
(134,165)
(86,924)
Other
Interest expenses
Settlement of derivatives
Marking-to-market of derivatives
Costs and Interest on Debentures
Other
Net Financial Result
15,770
54.3%
-100.0%
(4,124)
(12,608)
-67.3%
(185)
(149)
23.6%
(11,065)
(86,039)
-87.1%
(134,541)
(162,929)
-17.4%
In 2Q14, ENEVA recorded net financial expenses of R$134.5 million, compared to net expenses of
R$162.9 million in 2Q13, impacted mainly by a decrease in other financial expenses (-R$75.0
million). Other financial expenses in 2Q13 were inflated by structuring and advisory fees related
to the loans and societary transactions. Such impact was partially offset by an increase in interest
expenses, mainly in the holding company (+R$37.0 million). Higher interest expenses at the
holding level are related to the growth in debt motivated by increased cash needs in the
subsidiaries resulting from energy acquisition costs due to delays in the startup of the power
plants and unavailability penalties.
11 de 17
6. Equity Income
The company reported a negative equity income of R$35.2 million, mainly impacted by losses
incurred by Pecm I.
The following analysis considers 100% of the projects. On June 30, 2014, ENEVA held an interest
of 50.0% in Pecm I, 50% in ENEVA Participaes, 52.5% in Parnaba III and Parnaba IV.
6.1.
Pecm I
INCOME STATEMENT - Pecm I
(R$million)
Net Operating Revenues
Operating Costs
Operating Expenses
Net Financial Result
Earnings Before Taxes
Taxes Payable and Deferred
NET INCOME
EBITDA
2Q14
2Q13
293.3
227.0
29.2%
(290.2)
(309.7)
-6.3%
(4.5)
(7.0)
-36.6%
(69.9)
(46.7)
(71.3)
(136.4)
-47.8%
24.2
46.4
-47.8%
(47.0)
(90.0)
32.5
49.8%
-47.8%
(63.8) -151.0%
Net revenues for Pecm I in the quarter amounted to R$293.3 million, comprised of:
Revenues referring to power trades resulting from the annual revision of the plants firm
energy, provided for in the concession contract, totaling R$68.9 million;
12 de 17
In 2Q14, Pecm I recorded a positive EBITDA of R$32.5 million. Net financial expenses amounted
to R$69.9 million, compared to R$46.7 million in 2Q13, impacted mainly by increased interest
expenses due to interest on long-term financing no longer being capitalized with the start-up of
operations of the second turbine in 2Q13, interest on intercompany loans, higher losses on
monetary variation, due to differential exchange rates on hedging swaps and the reversal of
values previously booked to Shareholders Equity due to the ineffectiveness of hedge accounting.
Pecm I reported a net loss of R$47.0 million in 2Q14.
6.2. ENEVA Participaes S.A.
6.2.1. Holding Operating Expenses
Operating Expenses
(R$thousands)
2Q13
Personnel
(6,403)
(10,059)
-36.3%
Outsourced Services
(7,344)
(2,439)
201.1%
(848)
(973)
-12.8%
Other Expenses
(407)
(390)
4.1%
(15,002)
(13,861)
8.2%
(22)
(4)
(15,024)
(13,865)
Total
Depreciation and Amortization
Total Operating Expenses
427.7%
8.4%
56.9
2Q13
36.8
54.8%
Operating Costs
(66.8)
(56.7)
Operating Expenses
(0.2)
(0.1)
(2.5)
(0.6) 335.0%
Other Revenues/Expenses
(0.5)
(13.1)
EBITDA
13 de 17
2Q14
17.7%
163.1%
(20.6)
-36.6%
5.0
7.0
-28.6%
(8.1)
(13.6)
(0.4)
(20.0)
-58%
(8.4)
On October 22, 2013, Parnaba III received authorization from Aneel to start the commercial
operations of its first generation unit, with 169MW of installed capacity. On February 17, 2014,
the plant started the commercial operations of its second generation unit, with 7MW of installed
capacity, complying with the total capacity contracted under the terms of the Regulated Market
power purchase agreement secured in the 2008 A-5 energy auction (176 MW).
Net revenues in the quarter amounted to R$56.9 million, comprised of:
6.2.3. Parnaba IV
INCOME STATEMENT - Parnaba IV
(R$million)
2Q14
5.2
2Q13
Operating Costs
(17.0)
0.0
Operating Expenses
(0.3)
0.1
-579.8%
6.6
-223.5%
(8.2)
Other Revenues/Expenses
(0.0)
6.9
(1.3)
-614.7%
NET INCOME
(13.4)
5.4
EBITDA
(10.9)
0.1 -16862%
-350.8%
Parnaba IV (56MW) received authorization from Aneel to start commercial operations as a power
self-producer on December 12, 2013. The plant, a partnership between ENEVA, ENEVA
Participaes and Petra Energia S.A., signed a contract in the free market, for a five-year period,
to supply 20 MWavg from December, 2013 until May, 2014 and 46MWavg from June, 2014 until
December, 2018.
In 2Q14, Parnaba IV recorded net revenues of R$5.2 million and operational costs amounting to
R$17.0 million, impacted mainly by fuel costs natural gas (R$4.5 million) and energy costs
resulting from submarket exposure (R$9.3 million). The hedge for submarket exposure, booked
under the ENEVA Power Trading company, had a positive result of R$8.1 million in the quarter.
Parnaba IV reported a negative EBITDA of R$10.9 million in the quarter.
Net financial expenses totaled R$8.2 million, mainly impacted by debt interest.
In 2Q14, the plant reported a net loss of R$13.4 million.
7. Net Income
14 de 17
In 2Q14, ENEVA reported a net loss of R$112.3 million, impacted mainly by interest expenses
related to the end of the grace period of the long-term project loans and higher leverage at the
holding company. However, the improved operational performance of the coal plants and reduced
overhead in the holding led to a 51.9% reduction in net loss as compared to 2Q13.
INCOME STATEMENT
(R$ million)
2Q14
2Q13
489.3
395.1
(439.6)
(418.3)
Operating Expenses
(18.1)
(42.0)
-56.8%
(134.5)
(162.9)
-17.4%
(35.2)
(45.1)
29.2
(1.6)
(109.0)
(274.8)
-60.3%
(1.4)
41.3
-103.5%
Minority Interest
(1.8)
0.2
-869.9%
(112.3)
(233.2)
-51.9%
79.3
(38.6)
Operating Costs
Equity Income
Other Revenues/Expenses
Earnings Before Taxes
NET INCOME
EBITDA
23.8%
5.1%
-21.9%
-1931.9%
-305.7%
8. Debt
As of June 30, 2014, consolidated gross debt amounted to R$5,091.5 million, a reduction of
18.0% in relation to the amount recorded on December 31, 2013.
Consolidated debt profile (R$ Million)
1,947
38%
2,264
44%
3,145
62%
2,828
56%
The
Short Term
Long Term
Working Capital
Project Finance
balance of short-term debt at the end of June, 2014 was R$3,144.7 million, or R$736.6 million
higher than the amount recorded on December 31, 2013.
R$1,053.5 million out of the total balance of short-term debt are allocated in the projects (vs.
R$845.9 million on December 31, 2014), as follows:
R$179.9 million refer to the current portion of the long-term debts of Itaqui and Parnaba
I;
R$78.1 million refer to bridge loans to Parnaba I. The outstanding balance will be paidoff in installments, which started in October, 2013;
15 de 17
The remaining balance of short-term debt, amounting to R$2,091.2 million, is allocated in the
holding company (vs. R$1,562.2 million on December 31, 2013). During 2Q14, ENEVA holding
raised additional R$100 million as a bridge to a long-term financing for Pecm II. This amount
will be paid-off with disbursement of Pecm II long-term financing, amounting to R$150 million.
As part of the ongoing financial restructuring of the Company, a push-down of R$600 million of
the HoldCo debt to its operating subsidiaries, with a 5-year maturity extension with three years
of grace period for the remaining portion, should be carried out after the completion of the
second phase of the capital increase.
At the end of June, 2014, the average cost of debt stood at 10.41% p.a. and the average
maturity at 3.9 years.
Debt Maturity Profile* (R$ Million)
Working Capital
2,091
1,387
Project Finance
1,054
97,0
87,8
Cash & Cash
Equivalents
2014
2015
255,1
207,8
2016
2017
*Values
include
From 2018 on
Net debt in 1Q14 amounted to R$5,003.8 million, 15.7% lower than the value reported on
December 31, 2013.
Consolidated Cash and Cash Equivalents totaled R$87.8 million at the end of March, 2014, a
decrease of R$189.8 million as compared to the balance in December 31, 2013.
Consolidated Cash and Cash Equivalents (R$ Million)
579
507
100
94,7
4
128
120
Consolidated
Cash and Cash
62,5
83,9
87,7
Cash and
Cash
Equivalents
(1Q14)
Revenues
Operating
Costs and
Expenses
CAPEX
Capital
Increase
Others
Cash and
Cash
Equivalents
(2Q14)
Equivalents of the first quarter is already net of Pecm II consolidated cash and cash equivalents.
16 de 17
4Q13
Capex
Interest
Capitalized
Depreciation &
Amortization
Capex
Interest
Capitalized
Depreciation &
Amortization
Itaqui
15.9
-21.8
92.4
13.7
-13.0
Parnaba I
18.7
-12.1
70.3
6.7
-3.0
Parnaba II
87.9
21.3
139.0
13.7
17 de 17
Capex
Interest
Capitalized
Depreciation &
Amortization
Pecm I
6.9
-8.5
Pecm II
8.1
-8.2
Introduction
We have reviewed the accompanying parent company and consolidated interim accounting
information of Eneva S.A. (the "Company"), included in the Quarterly Information (ITR) for the
quarter ended June 30, 2014, comprising the balance sheet as at that date and the statements of
operations and comprehensive income for the quarter and six-month periods then ended, and the
statements of changes in equity and cash flows for the six-month period then ended, and a summary of
significant accounting policies and other explanatory information.
Management is responsible for the preparation of the parent company interim accounting information
in accordance with the accounting standard CPC 21, Interim Financial Reporting, of the Brazilian
Accounting Pronouncements Committee (CPC), and of the consolidated interim accounting
information in accordance with CPC 21 and International Accounting Standard (IAS) 34 - Interim
Financial Reporting issued by the International Accounting Standards Board (IASB), as well as the
presentation of this information in accordance with the standards issued by the Brazilian Securities
Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our
responsibility is to express a conclusion on this interim accounting information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Reviews of
Interim Financial Information (NBC TR 2410 - Review of Interim Financial Information Performed by
the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information
Performed by the Independent Auditor of the Entity, respectively). A review of interim information
consists of making inquiries, primarily of persons responsible for financial and accounting matters,
and applying analytical and other review procedures. A review is substantially less in scope than an
audit conducted in accordance with Brazilian and International Standards on Auditing and
consequently does not enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
PricewaterhouseCoopers, Av. Jos Silva de Azevedo Neto 200, 1 e 2, Torre Evolution IV, Barra da Tijuca, Rio de Janeiro, RJ, Brasil 22775-056
T: (21) 3232-6112, F: (21) 3232-6113, www.pwc.com/br
PricewaterhouseCoopers, Rua da Candelria 65, 20, Rio de Janeiro, RJ, Brasil 20091-020, Caixa Postal 949,
T: (21) 3232-6112, F: (21) 2516-6319, www.pwc.com/br
Eneva S.A.
Conclusion on the parent company
interim information
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying parent company interim accounting information included in the quarterly information
referred to above has not been prepared, in all material respects, in accordance with CPC 21 applicable
to the preparation of the Quarterly Information, and presented in accordance with the standards
issued by the CVM.
Conclusion on the consolidated
interim information
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying consolidated interim accounting information included in the quarterly information
referred to above has not been prepared, in all material respects, in accordance with CPC 21 and IAS
34 applicable to the preparation of the Quarterly Information, and presented in accordance with the
standards issued by the CVM.
Emphasis of matter
Continuity of the Company's operations
We draw attention to Note 1 to this quarterly information, which states that the Company recorded, at
June 30, 2014, an accumulated deficit of R$ 2.558.792 thousand, losses for the six-month period then
ended of R$ 184.211 thousand and presented an excess of current liabilities over current assets in the
parent company and consolidated quarterly information of R$ 1.779.699 thousand and R$ 2.894.586
thousand, respectively. This, along with other matters as described in Note 1, indicates the existence of
a material uncertainty which may raise significant doubt about the ability of Eneva S.A. to continue as
a going concern, which will depend on the success of its current plans that include capital increase ,
sale of assets and renegotiations to reschedule the maturities of loans from third parties as described
in the footnote 1. No adjustments arising from these uncertainties were included in the interim
accounting information. Our conclusion is not qualified in respect of this matter.
Other matters
Statements of value added
We have also reviewed the parent company and consolidated statements of value added for the sixmonth period ended June 30, 2014. These statements are the responsibility of the Companys
management, and are required to be presented in accordance with standards issued by the CVM
applicable to the preparation of Quarterly Information (ITR) and are considered supplementary
information under IFRS, which do not require the presentation of the statement of value added. These
statements have been submitted to the same review procedures described above and, based on our
review, nothing has come to our attention that causes us to believe that they have not been prepared,
in all material respects, in a manner consistent with the parent company and consolidated interim
accounting information taken as a whole.
Eneva S.A.
Audit and review of prior-year information
The Quarterly Information (ITR) mentioned in the first paragraph includes accounting information
related to the statement of operations, changes in equity, cash flows and value added for the quarter
ended June 30, 2013, obtained from the ITR as at that date, presented for comparison purposes. The
review of the Quarterly Information (ITR) for the quarter ended June 30, 2013 was conducted by other
independent auditors, who issued an unqualified review report dated August 13, 2013 that included
the same emphasis of matter of the aforementioned paragraph.
Rio de Janeiro, August 13, 2014
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5 "F" RJ
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Reporting entity
MPX Energia S.A. ("Company") was founded on April 25, 2001 and is headquartered in Rio de
Janeiro. The Extraordinary General Meeting held on September 11, 2013 approved the decision to
change the Company's name to Eneva S.A.
Its core activity is the generation of electricity through the development of a diversified portfolio of
sources, including mineral coal, natural gas and renewable sources. The Company has a diversified
portfolio of projects, including thermal power plants in Brazil, in addition to renewable energy
projects, such as solar and wind energy. In order to integrate its operations, the Company is also a
shareholder in a natural gas production and exploration project in Brazil, which supplies gas to
plants built by the company in Maranho.
The company participates as a quotaholder or shareholder of the companies that implement these
projects and certain projects will be implemented in partnership with other players in the energy
sector. These projects were primarily funded through funds obtained under the Company's public
share offering made on December 14, 2007 and January 11, 2008 (supplementary batch), amounting
to R$ 2,035,410, in addition to financing and the issuance of 21,735,744 convertible debentures on
June 15, 2011 amounting to R$ 1,376,527. 21,653,300 debentures were converted on May 24, 2012,
triggering the issuance of 33,255,219 new shares, as a result of the corporate reorganization
implemented by the Company.
On June 28, 2013 the controlling shareholder of MPX Energia S.A., Mr. Eike Fuhrken Batista,
entered into an investment agreement with E.ON SE consisting of the following events:
(a)
On May 29, 2013 E.ON acquired Company shares held by Eike Batista accounting for approximately
24.5% of the share capital.
(b)
On the date the shares were acquired, E.ON and Eike Batista entered into a new shareholders'
agreement, which regulated the exercising of voting rights and restrictions on the transfer of shares
held by them.
(c)
In August 2013 a private capital increase was concluded of approximately R$ 800 million, with a
subscription price fixed at R$ 6.45 per share.
(d)
The shareholders will subsequently be asked to approve the acquisition by the Company at equity
value of ENEVA Participaes S.A., a joint-venture between the Company and EON ("JV").
As shown in the table below, on June 30, 2014 the economic group ("Group" or "Company") includes
the Company and its equity interests in associated companies, direct and indirect subsidiaries, joint
ventures and the Multimercado MPX 63 investment fund. The operational companies are (for
further details about the subsidiaries see Note 12):
1 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
2 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Joint subsidiary.
**
Associated company.
Directly or by way of its subsidiaries, joint subsidiaries and associated companies, the Company has
been making the investment required to finalize the ventures in its portfolio and subsequently begin
the commercial operation thereof.
The Company took out a short-term debt to finance its operations in 2012, 2013 and 2014. The
consolidated loans maturing in the next 12 months can be summarized as follows from June 30,
2014:
The short-term debts were taken out to finance part of the investments made and to meet working
capital requirements. The Company also is working to partially settle and roll forward its short-term
debts to the long term and is mainly considering the following events in its business plan:
Possibility of re-leveraging the Pecm II Gerao de Energia and Itaqui Gerao de Energia S.A.
ventures in operation via a long-term financing issuance up to R$ 650 million.
Transfer of R$ 600 to 700 million from the Company's short-term debt to long-term debt in
operational ventures.
Partial sale of Pecm II on July 14 for the total amount of R$ 408 million.
Ratification of the Company's share capital on August 01 by R$ 175 million. Of this total R$ 42
million was subscribed by the bank Citibank S.A. ("Citi") through funds used entirely to pay early
part of the principal of the debt taken out by the Company from the financial institution. It is
noteworthy that R$ 120 million of the E.ON participation on the capital increase described above,
as advanced for future capital was made in May 20, 2014.
The above capital increase, less Citi's subscription, and the partial sale of the thermoelectric
power plant Pecm II, represent a capital contribution of approximately R$ 540.7 million. These
events constitute the first steps of ENEVA's stabilisation plan.
In addition to the re-leveraging of certain projects described above, the Company is implementing a
capital increase of up to R$ 1.5 billion, to bolster the capital structure and create the means
necessary to permit a substantial reduction in its leverage; for further information, see the
subsequent event described in note 29.
3 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Ventures
UTE PORTO DO ITAQUI
TRANSMISSION LINE
UTE PORTO DO PECEM I
CONVEYOR BELT
PECEM I TRANSMISSION LINE
UTE PORTO DO PECM II
PECEM II TRANSMISSION LINE
Licenses
Expiry
LO 1,101/2012
LO 1,061/2011
LO 1,062/2012
LO 371/2014
LO 889/2012
LO 09/2013
LO 108/2013
10/26/2017
12/16/2017
12/28/2015
5/14/2018
9/26/2015
2/8/2016
7/17/2016
LO 172/2013
3/25/2016
LO 133/2012*
LI 15/2012*
LP 253/2012
2/28/2014
3/5/2014
8/15/2015
MARANHO IV AND V
LO 559/2012
12/20/2016
MARANHO III
LI 55/2014*
2/20/2018
LI 273/2011*
12/5/2013
ENEVA S.A.
UTE PARNAIBA I
LI 111/2012*
5/9/2013
ENEVA S.A.
UTE PARNABA II
LI 003/12*
11/11/2013
LO 415/2013
11/25/2017
LO 1001972/2014
9/23/2017
UTE PORTO DO AU II
LP IN 025871
12/30/2015
ENEVA S.A.
TRANSMISSION LINE
ELICA MARAVILHA
ELICA MUNDUS
UTE SUL
LI IN 019365
LI IN 000208*
LI IN 000207*
LP 332/2009*
4/24/2015
5/22/2012
5/22/2012
12/22/2012
BARRAGEM SUL
UTE SEIVAL
SEIVAL MINE
LP 601/2010*
LI 589/2009*
LO No. 9221/2009*
5/21/2012
2/17/2014
10/20/2013
LP 0010/2012
LP 0083/2012
LP 0084/2012
LP 0085/2012
LP 0090/2012
LP 0091/2012
LP 0092/2012
ENEVA S.A
UTE PORTO DO AU ENERGIA S.A.
PARNABA IV
MC2 NOVA VENECIA 2
LP 0093/2012
LP 0184/2013
LP 0187/2013
LP 0189/2013
LP 0186/2013
LP 0188/2013
LP 0185/2013
LP 0183/2013
8/10/2014
LP 0191/2013
5/10/2015
LP 0268/2013
LP 0270/2013
6/18/2015
CGE BONSUCESSO
CGE PEDRA BRANCA
LP 0271/2013
LP 0269/2013
4/26/2015
5/2/2015
5/10/2015
5/6/2015
5/10/2015
5/6/2015
5/23/2015
6/18/2015
6/18/2015
6/18/2015
(*) The renewal of environmental licenses was applied for at least 120 (one hundred and twenty)
days before the validity expires, as fixed in the respective license, and is extended automatically
until the respective environmental authority states its final position. (Supplementary Law
140/2011 art. 14 (4).
4 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(a)
(b)
5 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The table below shows the reconciliation between the individual and consolidated shareholders'
equities as of June 30, 2014:
2014
Shareholders equity - Parent Company
Deferred charges - Law 11941/09
2,411,048
(13,781)
2,397,267
The Board of Directors authorized the issuance of these financial statements on August 13, 2014.
4
(a)
(b)
December 31
2013
Consolidated
June 30
2014
December 31
2013
3,581
8,430
396
109,647
113
47,504
38,467
1,802
16,493
202,444
58,645
12,011
110,156
87,773
277,582
(a) Substantially consist of quotas in investment funds, of high liquidity, readily convertible into a
known amount of cash, regardless of asset maturity, and are subject to an insignificant risk of a
change in value. This is a share investment fund FI Multimercado Crdito Privado MPX 63
administrated by Banco Ita and primarily backed by Bank Deposit Certificates - CDBs and
securities subject to repurchase agreements issued by first-rate financial institutions and
companies, all linked to floating rates and with an average yield of 100.76% (nominal rate on
the curve) of the DI CETIP rate (Interbank Deposit Certificate - CDI).
6 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Securities held under repurchase agreements underlied by debentures represent purchase and sale
commitments, registered at CETIP or SELIC, when applicable, and with guarantee of repurchase at a
previously established rate from the financial institutions. 100% of the portfolio consists of securities
held under repurchase agreements as of June 30, 2014.
Existing funds are essentially used for investment in Capex, and to pay for administrative and
operational activities.
As required by CVM Instruction 408/05, the consolidated quarterly information includes the
balances and transactions of the exclusive investment funds, whose only shareholders are the
Company and its subsidiaries, as shown below:
Parent Company
Consolidated
June 30
2014
December
31
2013
June 30
2014
December
31
2013
8,430
109,647
8,430
28,320
342
1,310
65
109,647
9,349
406
27,905
55,137
8,430
109,647
38,467
202,444
(b) Amounts invested in CDBs issued by first-rate financial institutions. The companies that
hold these amounts are the subsidiaries Pecm II Gerao de Energia S.A. and Itaqui Gerao
de Energia S.A.
The exclusive funds are regularly reviewed/audited by independent auditors and are subject to
constraints on the payment of services rendered by the asset manager, attributed to operating
investments, such as custody and audits fees and other expenses. There are no material financial
obligations or company assets to guarantee these obligations.
7
Secured deposits
Parent Company
Current
Non-current
Consolidated
June 30
2014
December 31
2013
June 30
2014
December 31
2013
39
38
39
68,067
38
64,811
19,682
34,044
(a)
(b)
(c)
(d)
47,629
55,385
69
39
38
171,120
118,644
39
38
39
171,081
38
118,606
(a) Refers to the debt service reserve accounts linked to the financing agreement between the
subsidiary Itaqui Gerao de Energia S.A , BNB-Banco do Nordeste do Brasil S.A. and BNDES.
7 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(b) Refers to the debt service reserve accounts linked to the financing agreement between BNDES,
BNB Banco do Nordeste do Brasil S.A. and the subsidiary Pecm II Gerao de Energia S.A.
As part of the set of measures to bolster Enevas capital structure, Pecm II Gerao de Energia
SA was classified as available - for - sale and from this quarter will not be consolidated and
cease to be consolidated (see the description in note 12).
(c) Refers to the debt service reserve accounts linked to the financing agreement between BNDES
and the subsidiary Parnaba Gerao de Energia S.A.
(d) Guarantees deposited from Bradesco Trianon relating to the purchase of energy in the spot
market.
8
Current
Non-current
June 30
2014
December 31
2013
33,961
61,703
138,741
521
40,273
85,026
110,113
89,786
234,927
325,198
234,927
325,198
(a) The accounts receivable is for energy sold to Zamim Ferrous of R$ 13,239 (R$ 9,472 as of
December 31, 2013) and the balance receivable of the subsidiary is R$ 20,722 (R$ 30,802 as of
December 31, 2013), as described below.
As of June 30, 2014 the balance receivable of the subsidiary is R$ 20,722 (R$ 30,802 as of
December 31, 2013). This amount reflects the 5-month subsidy due to the delay to pass through
the subsidy to the Company. As of December 31, 2013 subsidies for 4 months had been
recorded.
The Company's noncurrent assets include the CCC reimbursement not received for the period
November 2008 to May 2009 of R$ 24,617 thousand. If this amount is not received, the
Company is entitled to charge Anglo Ferrous Amap Ltda. for it. This is because, under said
energy supply agreement between the parties, in the event of an economic/financial unbalance
for reasons not attributable to the Company, the parties shall adjust the contractual terms to
restore the economic and financial equilibrium. However, to date collection procedures against
Anglo Ferrous Amap Ltda. have not commenced, as the Company initially decided to adopt
judicial measures before ANEEL in an attempt to obtain this reimbursement via the CCC
mechanism. As of June 30, 2014 the amount had been completely provisioned for.
8 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(b) The balance denotes the accounts receivable of the subsidiaries Itaqui Gerao de Energia S.A
under the electricity purchase contract in a regulated environment (CCEAR), signed with
ANEEL, of R$ 61,703 (R$ 85,026 as of December 31, 2013) and the companies that came into
operation in 2013, Parnaba Gerao de Energia S.A. R$ 138,741 (R$ 110,113 as of December 31,
2013), also under the CCEAR with ANEEL.. The subsidiary Parnaba II Gerao de Energia R$
521 referring to the sale of energy in the free market. As part of the set of measures to bolster
Eneva's capital structure, Pecm II Gerao de Energia S.A. was classified as available-for-sale
and from this quarter will not be consolidated. (see the description in note 12).
10
Inventories
Consolidated
June 30
2014
December
31
2013
7,074
33,080
26,575
12,685
49,070
16,621
66,729
78,376
(a) The balance consists of the reservoirs of diesel oil and lubricating oil used as consumables in
electricity generation by the subsidiaries Amapari Energia S.A.(R$ 4,180) and Itaqui Gerao de
Energia S.A. (R$ 2,894). The subsidiary Amapari Energia S.A. has a contractual acquisition
obligation ("take or pay") towards BR Distribuidora S.A., to require a minimum 3,600 m of
diesel oil a month, for a fixed price or to pay for this even if it is not taken. If the obligation is
exercised, this results in the acquisition of the diesel oil used as a consumable by the Company.
The Company recorded a provision under trade payables for the difference between the amount
required and the minimum mandatory amount under the contract, charged to inventory. As of
June 30, 2014 the balance of this provision is R$ 3,615 (R$ 8,481 as of December 31, 2013),
corresponding of 35,000 m (61,000 m on december 31, 2013) of consumption of diesel,
reduced after the agreement between the parties. In the new contract establishes the
recognition and commitment to consumption of 17,000 m which corresponds to the remaining
portion to be consumed
(b) The balance consists of the inventory of coal used as consumables in electricity generation by
the subsidiary Itaqui Gerao de Energia S.A. (R$ 33,080. The coal was acquired to meet
electricity generation demands and to establish a security inventory at the plant, with a view to
commercial operations.
(c) The balance consists of electronic and mechanical parts for use and replacement in the
maintenance operations carried out by the subsidiaries: Amapari Energia S.A. (R$ 3,405),
Itaqui Gerao de Energia S.A. (R$ 12,918), Parnaba Gerao de Energia S.A. (R$ 9,684) and
Parnaba II Gerao de Energia S.A. (R$ 568).
9 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
11
Current
Non-current
Consolidated
June 30
2014
December
31
2013
June 30
2014
December
31
2013
4,123
3,533
12,721
3,116
1,456
12,161
3,687
2,857
462
462
3,193
464
11,831
13,948
15,947
14,539
20,784
13,728
1,437
1
1,244
21,431
883
513
2,363
2,642
13,727
1,994
1,727
7,956
3,153
38,637
32,916
64,264
62,265
10,611
28,026
25,701
7,215
28,777
35,487
47,651
14,614
(a) Refers to income and social contribution taxes prepaid in the course of the year and previous
years, which will be offset against the income and social contribution taxes determined on the
taxable income.
(b) The balance of income tax withheld at source refers to amounts withheld on interest-earning
bank deposits and related-party loans. These balances will be offset against the income and
social contribution taxes payable.
Deferred taxes
Deferred income and social contribution taxes reflect future tax effects attributable to temporary
differences between the tax bases of assets and liabilities and their carrying values.
The deferred tax was maintained at the subsidiaries due to the expectations of generating future
taxable income, determined by a technical valuation approved by Management. The carrying value of
the deferred tax asset is reviewed periodically and the projections are reviewed annually. If there are
significant factors that change the projections, they are also reviewed by the Company during the
year.
10 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The Company and its subsidiaries adopted the Transitional Taxation Scheme (RTT) so that the
amendments introduced by Law 11638 of December 28, 2007 and articles 37 and 38 of Law 11941 of
2009, which changed the procedure for recognizing revenue, costs and expenses used to calculate
the net income for the year defined in art. 191 of Law 6404 of December 15, 1976, do not affect the
calculation of the taxable income and social contribution calculation base of companies that opt for
the Transitional Taxation Scheme RTT. For tax purposes the accounting methods and criteria in
force at December 31, 2007 should be used.
Law 12973 was published on May 13, 2014 which revoked the Transitional Taxation Scheme - RTT
introduced by Law 11941 on May 27, 2009. This law changes the federal tax legislation regarding
corporate income tax - IRPJ, the social contribution on net income - CSLL, PIS/Pasep and Cofins in
2014 for the companies opting to elect the provisions of this law. In 2014 the companies of Eneva
S.A. will not opt for this law, the adoption of which is only mandatory from January 2015.
The Company and its subsidiaries will not elect the option provided in MP 627, and we believe it will
not make any fiscal amendment to be adjusted in the financial statements.
The origin of the deferred income and social contribution taxes is presented below:
Consolidated
June 30
2014
December
31
2013
218,992
302,327
218,992
302,327
11,694
9,591
December
31
2013
Parent Company
Pecm II
Itaqui
Amapari
Parnaba
Parnaba II
192,127
1,144
14,730
10,991
85,708
192,127
1,783
14,006
8,703
218,992
302,327
11 of 72
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information as of June 30, 2014
In thousands of reais, unless stated otherwise
As of June 30, 2014 and 2013 the taxes calculated on the adjusted net income consisted
of IRPJ (rate of 15% and surcharge of 10%) and CSLL (rate of 9%). The reconciliation
between the tax expense as calculated by the combined statutory rates and the income
and social contribution tax expense charged to net income is presented below:
June 30,
2014
Parent
Company
Consolidated
(184,211)
34%
(175,733)
34%
(62,632)
(59,749)
28,479
(7,732)
41,885
8,631
56,394
Equity income
Consolidated differences
Tax asset not recorded (*)
Income tax and social contribution expense, current
(2,546)
(2,730)
Total tax
(5,276)
Effective rate - %
0,00%
3.00%
(*) Refers essentially to (i) the portion of deferred taxes of subsidiaries which was not
recorded, as there is no study demonstrating the realization thereof.
June 30,
2013
Parent
Company
Consolidated
(484,151 )
34
(592,684 )
34
(164,611 )
(201,513 )
Equity Income
Tax asset not recorded (*)
Permanent differences (**)
108,819
51,635
4,157
88,102
11,275
336
(102,472)
Total tax
(102,136)
Effective rate - %
1 of 64
0,00%
17,23%
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
2015
2016
2017
2018
2019
2020
2021
2022
2023
Total
20,355
23,326
24,236
22,527
38,407
57,034
43,057
55,220
7,469
291,631
The expected recoverability of the tax credits is based on the projection of future taxable income
taking into consideration business and financial assumptions at year end. Accordingly, these
estimates may differ from the effective taxable income in the future due to the inherent uncertainties
involving these estimates.
2 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
12 Investments
a) Composition of balances
Parent Company
June 30
2014
December
31
2013
June 30
2014
December
31
2013
2,904,373
95
3,130,881
95
1,230,290
95
941,758
95
2,904,468
3,130,977
1,230,385
941,853
Equity interests
Other investments
b)
Consolidated
Equity interests
The Company's equity interests include the subsidiaries, joint ventures and associates. The balances
of the main account groups of equity interests as of June 30, 2014 and December 31, 2013 are:
June 30, 2014
Equity interests
Porto do Pecm Gerao de
Energia S.A.
Equity
intere
st in %
Current
assets
Noncurren
t assets
Current
liabilities
Noncurren
t liabilities
Shareholde
rs' equity
Net
income
152,718
1,965,992
342,411
1,231,396
544,903
136,259
2,032,902
229,800
1,331,535
607,826
(23,442)
50.00%
100.00
%
100.00
%
130,451
2,911,370
269,063
1,627,426
1,145,332
(28,328)
51.00%
71,645
65,991
37,278
625
99,733
84
50.00%
23
22,679
(4)
974
21,732
(829)
70.00%
408
4,849
17
5,240
(345)
50.00%
29
6,967
404
6,592
(16)
66.67%
400
2,726
(2,318)
(5)
70.00%
192,787
1,316,284
331,640
734,825
442,605
10,886
50.00%
1,439
41
273
23
1,184
734
50.00%
193
62
254
50.00%
1,531
161
434
1,215
43
(164)
50.00%
100.00
%
21
31,209
11
11,482
19,737
(3)
20,457
1,301,306
913,463
17,859
390,441
(4,478)
50.00%
35,449
166,781
58,758
20,295
123,177
(8,986)
50.00%
22
2,547
10
222
2,337
50.00%
64,482
280,726
102,112
107,675
135,420
(3,245)
99.99%
(1)
99.99%
11
(9)
303
10
494
(195)
(7)
99.99%
100.00
%
12
477
44
445
(236)
50.00%
24,136
21,998
34,004
12,113
17
(13,831)
3 of 64
(38,542)
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
4 of 64
Current
Assets
Noncurr
ent
assets-
Current
liabilitie
s
Noncurren
t liabilities
in %
50.00%
100.00%
100.00%
51.00%
50.00%
70.00%
50.00%
66.67%
70.00%
290,867
170,228
153,100
62,105
7,341
477
29
9
158,288
3,906,638
2,029,084
2,924,724
69,205
51,248
4,840
13,947
400
1,264,731
548,838
221,660
285,496
31,608
6,064
50.00%
50.00%
1,274
368
98
130
474
50.00%
50.00%
100.00%
50.00%
50.00%
50.00%
99.99%
33.33%
99.99%
99.99%
100.00%
3,263
30
62,301
116,364
259
200,833
9
258,196
2
8
64
50.00%
55,866
61,695
1,163,940
388,463
4,782
399,256
1,100,395
303
69
48,871
8
(4 )
265,826
491
6
594,757
203,084
12
233,955
1
1,134,315
10
(506 )
69,331
2,487,934
1,346,518
1,724,724
52
3,124
22
832
2,726
768,997
Sharehol
ders'
equity
Net
income
1,160,732
631,134
1,067,603
99,649
49,402
5,295
13,136
(2,313 )
388,195
(282,342 )
(46,331 )
(250,736 )
(3,619 )
(4,296 )
(792 )
(521 )
(2 )
152
899
498
2,357
22,469
303,322
44,480
367
85,464
108
68,572
11
490
44
35,378
415
39,251
328,163
257,263
4,662
206,788
(100 )
155,704
(9 )
(189 )
596
28
222
410
(324 )
(624 )
(16,806 )
(26,952 )
(4 )
14,076
(111 )
12,640
(12 )
(201 )
(230 )
(94,169 )
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
December 31
2013
Consolidated
June 30
2014
December
31
2013
544,903
303,913
1,091,332
14,746
50,864
20,372
3,668
6,552
580,367
631,135
979,904
15,001
50,821
24,701
3,707
6,569
544,777
303,913
580,240
13,057
17,386
6,233
6,249
1,183
87,675
180,274
107
449
51,899
172,637
277
1,183
87,675
449
51,899
107
277
43
19,622
325,440
89,177
2,338
100,148
62,000
16
95
207
19,625
328,162
97,685
2,331
103,393
62,000
14
95
43
19,622
207
19,625
89,177
2,338
100,148
62,000
16
95
97,685
2,331
103,393
62,000
14
95
2,904,468
3,130,978
1,230,385
941,853
(a) As of June 30, 2014 the balance of the investment with the joint ventures and the
subsidiaries MPX Chile Holding Ltda., ENEVA Desenvolvimento S.A. and Termopantanal
Participaes Ltda. was classified under unsecured liabilities in the noncurrent liabilities,
due to the fact these companies had negative equity.
(b) On October 30, 2013 the EGM approved the change of the associated company's name from
OGX Maranho Petrleo e Gs S.A. to Parnaba Gs Natural S.A. A capital increase of R$
250 million was concluded on February 19, 2014 at the associate Parnaba Gs Natural S.A.
The increase was fully subscribed and paid in by Cambuhy and E.ON, as announced in the
press release in October 2013. As a result of the capital increase, the interest held by ENEVA
S.A. dropped from 33.33% to 18.18%.
(c) On May 12, 2014 Eneva S.A. issued a press release announcing its intention to sell between
50% and 100% of the shares issued by its subsidiary Pecm II Gerao de Energia S.A., via a
competition process participated in by potential stakeholders. E.ON undertook to award a
backstop guarantee, subject to certain conditions, which will incorporate indirectly up to
50% of the total shares issued by Pecm II., and an intercompany loan awarded by ENEVA
to Pecm II, via a specific purpose entity, which will have E.ON and ENEVA as shareholders.
The sale of Pecm II will be made on terms and a fair market price to be determined at the
end of the competition process. The acquisition price has been determined based on a fair
market value assessment of the assets, according to Deloitte Touche Tohmatsu and the
contracts are standard for this type of transaction. E.ON's commitment in relation to
Pecm II should not exceed the amount of R$ 400,000,000.00 (four hundred million reais).
5 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
As part of the agreement, reciprocal options were awarded to purchase the remaining portion held
by Eneva and E.ON. These options have a term of 5 years. There is no mandatory or conditional sale
option on E.ON or obligation to return the asset to Eneva.
As a result of the above, on June 30, 2014 we classified 50 % of the investments to current assets
under assets held-for-trading. This classification was valued and ratified based on the requisites of
CPC 31.
Until May 31, 2014 Pecm II was fully consolidated as of June 30,2014 we no longer consolidate it,
recognizing its effects through equity.
This transaction was concluded in July 2014, as described in note 29.
6 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information as of June 30, 2014
In thousands of reais, unless stated otherwise
See below the breakdown of the minority interest in the equity and net income of investees.
The balance of investments breaks down as follows:
Attributed to minority interests
Investments
Amapari Energia S.A.
Parnaba I Gero de Energia
Termopantanal Participaes
Seival Sul Minerao
Equity
Shareholder
s' equity
Net income
Shareholder
s' equity
Net income
51%
70%
67%
70%
99,733
257,534
(2,318)
5,239
84
10,886
(5)
(345)
50,864
180,274
(1,545)
3,668
43
7,620
(3)
(242)
360,188
10.620
233,261
7.418
Direct subsidiaries
Bala
nce
at
12/31
/2013
50.
00
%
100
.00
%
100
.00
%
Equit
y
inco
me
580,3
66
(38,66
7)
631,13
5
(23,30
9)
979,9
03
139,70
0
15,001
51.
00
%
50.
00
%
70.
00
%
50.
00
%
50.
00
%
33.
30
%
70.
00
%
50.
00
%
50.
00
%
99.
90
%
50.
00
%
50.
00
%
7 of 64
Capita
l
subscr
iption
Capital
reducti
on
Exch
ange
Vari
ance
Equit
y
Appr
aisal
Adju
stme
nt
Adju
stme
nt in
equit
y
inter
est
(303,9
13)
203
303,913
(28,27
1)
(829)
Balanc
e at
6/30/2
014
544,903
1,091,33
2
(256)
43
24,701
Amor
tizati
on
3,204
50,82
1
3,707
Gain
on
increa
se in
intere
st
14,745
50,864
(3,500)
20,372
(242)
3,668
6,569
(16)
6,552
449
734
51,899
13,917
172,63
7
7,637
277
207
(164)
19,625
1,183
21,85
8
-
180,274
(178)
107
43
(3)
2,331
97,68
5
(8,507
)
62,00
0
87,675
19,622
2,338
-
89,177
62,000
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Subscription Premium
Parnaba Participaes S.A.
Parnaba V Gerao de
Energia S.A.
MABE do Brasil
Eneva Investimentos S.A.
Parnaba II Gerao de
Energia S.A.
Future acquisition of
investment
50.
00
%
99.
99
%
50.
00
%
99.
99
%
100
.00
%
103,3
93
(3,245
)
100,148
14
16
328,1
62
(2,722)
95
325,440
3,130,
977
139,90
3
95
(83,62
7)
(3,678)
3,204
(282,
055)
(256)
2,904,46
8
Parent Company
2013
Balanc
e at
Decem
ber 31,
2012
Capital
subscript
ion
Equity
income
Investment
50
611.561
98.600
(141.171)
100
449.104
227.400
(46.331)
100
551.549
694.560
(250.736)
Gain
on
incre
ase in
intere
st
Capital
reducti
on
Excha
nge
varian
ce
Equity
apprais
al
adjustm
ent
Spinoff
Amortiza
tion
11.379
Balanc
e at
Decem
ber 31,
2013
580.366
961
631.134
(469)
994.904
51
52.872
(2.051)
50.821
50
27.251
4.850
(7.400)
24.701
70
3.511
750
(554)
3.707
50
6.599
230
(261)
6.568
50
338
111
449
33,3
31.861
15.825
4.213
51.899
70
231.101
33.600
106
50
6.823
250
205
(92.17
0)
172.637
(7.000)
278
50
367
99,9
19.365
573
200
(162)
207
(312)
19.626
Au II Energia S.A.
50
2.133
50
128.406
50
6.917
43.355
99,99
(1)
14
14
(1)
50
(2)
2.331
(15.074)
46.08
5
46.08
5
267
7.036
159.685
103.393
100,0
0%
99,99
100
8 of 64
85.254
259.715
(16.806)
328.163
95
95
2.215.10
9
3.130.97
7
1.379.920
(469.189)
961
(7.000)
267
11.379
(469)
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(*) Denotes the effect of transferring the turbine from Parnaba I to Parnaba III.
(**) The effect denotes the reduction in the percentage interest in the capital of its associate
Parnaba Gs Natural S.A.
(***) The effect denotes the reclassification of 50% the investment balance to current, as described
above (item C).
9 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information as of June 30, 2014
In thousands of reais, unless stated otherwise
PP&E in
service
06/30/2014
Buildings,
Civil Works
and
Improveme
nts
Land
Depreciation
rate % p.a.
Machinery
and
Equipment
IT
Equipment
Furniture
and
Fixtures
Vehicles
17
20
10
PP&E in
progress
Total
Cost
Balance at
31/12/2
013
7.845
2.119.535
1.701.700
4.880
1.694
8.226
1.191.727
5.035.607
Balance at
31/12/2
013
7.845
2.119.535
1.701.700
4.880
1.694
8.226
1.191.727
5.035.607
Additions
73
2.200
321
108
584
169.580
172.866
Write-offs
(12)
(237)
(1.413)
(1.661)
Transfers
72.708
(21.720)
(51.017)
(27)
30/06/
2014
7.845
2.192.316
1.682.168
5.201
1.565
8.811
1.308.878
5.206.785
Balance at
31/12/2
013
(58.240)
(73.929)
(1.620)
(591)
(2.199)
(136.578)
Balance at
31/12/2
013
Balance at
Depreciation
(58.240)
(73.929)
(1.620)
(591)
(2.199)
(136.578)
Additions
(29.939)
(35.190)
(80)
(168)
(412)
(65.789)
Write-offs
191
191
Transfers
30/06/
2014
(88.178)
(109.119)
(1.700)
(569)
(2.611)
(202.176)
Balance at
31/12/2
013
7.845
2.061.295
1.627.771
3.260
1.103
6.027
1.191.727
4.899.029
Balance at
30/06/
2014
7.845
2.104.137
1.573.049
3.501
996
6.201
1.308.878
5.004.609
Balance at
Carrying
Amount
10 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information as of June 30, 2014
In thousands of reais, unless stated otherwise
11 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
In 2013 the Itaqui projects and part of the Parnaba complex came into operation and the
corresponding amounts of property, plant and equipment in progress were transferred to the
respective accounts of property, plant and equipment in service. As of June 30, 2014 the remaining
balance of property, plant and equipment in progress primarily consists of the Parnaba II project,
which is forecast to come into operation in 2014.
As of June 30, 2014 the costs of consolidated loans capitalized under the property, plant and
equipment in progress amounted to R$ 41,438 (2013 - R$ 117,926), as follows:
Parnaba II
Average rate in 2014 (p.a.)
Amounts capitalized in 2014
Amounts capitalized in 2013
12 of 64
10%
41,438
72,328
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
14
Intangible assets
a) Composition of balances
Consolidated
Intangible assets in service
Intangible assets in service
31/6/2014
Computer programs
and licenses
Amortization rate % p.a.
Goodwill on
Acquisition of
Investments
Concessions and
CCEARs
Usage rights
20
Intangible
assets in
progress
Total
20
Cost
Balance at
31/12/2013
6.167
15.470
183.448
10.499
6.089
221.673
Balance at
31/12/2013
6.167
15.470
183.448
10.499
6.089
221.673
Additions
400
Write-offs
Transfers
920
400
-
(893)
27
5.196
222.099
30/06/201
4
7.486
15.470
Balance at
31/12/2013
(3.031)
(468)
(4.792)
(8.292)
Balance at
31/12/2013
(3.031)
(468)
(4.792)
(8.292)
(7.604)
Balance at
183.448
10.499
Amortization
Additions
(591)
(256)
(6.068)
(689)
Write-offs
Transfers
Balance at
30/06/201
4
(3.623)
(724)
(6.068)
(5.481)
(15.895)
3.135
15.002
183.448
5.707
6.089
213.381
3.864
14.746
177.381
5.018
5.196
206.204
Carrying
Amount
Balance at
Balance at
13 of 64
31/12/2013
30/06/201
4
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
2013
Computer
programs
and licenses
Goodwill on
investments
20
3.3
5,215
15,470
Concession
s and
CCEARs
Intangible
assets
in progress
Total
12,900
167
201,730
251
270
21,214
Usage
rights
20
Cost
Balance at December 31, 2012
Additions
Write-offs
Transfers
Balance at December 31, 2013
183,448
5,224
6,613
17,053
(7,061 )
15,470
183,448
(436 )
6,089
(885 )
222,059
Amortization
Balance at December 31, 2012
Additions
Write-offs
Transfers
Balance at December 31, 2013
(1,965 )
(1,965 )
(6,244 )
(469 )
(6,713 )
(8,209 )
(469 )
(8,677 )
Carrying amount
Balance at December 31, 2012
3,251
15,470
183,448
12,861
8,843
15,001
183,448
6,089
166
215,236
213,381
Related parties
The main balances of assets and liabilities as of June 30, 2014 and December 31, 2013 related to
related-party transactions, as well as the transactions that influenced the income for the period,
relate to transactions between the Company and its direct and indirect subsidiaries, affiliates and key
management personnel, which were conducted in accordance with the terms agreed by the parties.
(a)
Controlling Shareholder
The Company's control is jointly exercised by Mr. Eike Fuhrken Batista and DD Brazil Holdings
S..R.L (fully controlled by E.ON SE), which respectively hold 23.9% and 37.9% of the common
shares.
14 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(b)
Managers
The Company is managed by a Board of Directors and an Executive Board, pursuant to the duties
and powers vested by its Bylaws in accordance with corporate law.
c)
Related companies
The Companys main affiliated companies are: EBX Holding Ltda.,E.ON SE, leo e Gs
Participaes S.A., Prumo Logstica S.A., MMX Minerao e Metlicos S.A., OSX Brasil S.A., OMX
Operaes Martimas Ltda., CCX Brasil Participaes S.A., MMX Chile S.A., LLX A Operaes
Porturias S.A. and AVX Txi Areo Ltda., in addition to its subsidiaries and associated companies.
The balances of assets, liabilities and effects on income of related-party transactions are as follows:
Assets
Parent Company
6/30/2014
12/31/2013
Termopantanal Ltda. (a)
Termopantanal Ltda. (a)
Termopantanal Participaes Ltda. (a)
EBX Holding Ltda. (b)
Pecm II Gerao de Energia S.A. (c)
ENEVA Comercializadora de Energia S.A.(d)
Parnaba Gerao de Energia S.A. (e)
Itaqui Gerao de Energia S.A. (f)
Advances for future capital increase for subsidiaries (g)
Pecm Operao e Manuteno Eltrica S.A. (h)
Porto do Pecm Gerao de Energia S.A. (i)
ENEVA Desenvolvimento (j)
Parnaba II Gerao de Energia S.A. (j)
Sul Gerao de Energia S.A. (j)
Porto do A Energia S.A. (j)
ENEVA Comercializadora de Combustvel Ltda. (j)
Seival Participaes S.A. (j)
Seival Sul Minerao Ltda. (j)
ENEVA Investimentos S.A. (j)
Parnaba V Gerao de Energia S.A. (j)
ENEVA Participaes S.A. (k)
Tau II Gerao de Energia Ltda.
Parnaba III Gerao de Energia S.A.
Parnaba IV Gerao de Energia S.A. (l)
Parnaba Gs Natural S.A.(m)
MABE da Brasil.(n)
Parnaba Participaes S.A. (o)
Seival Gerao de Energia S.A.
Current
Non-current
15 of 64
7,683
(7,453)
457
12,515
339,306
896
7,683
(7,453)
Consolidated
6/30/2014
12/31/2013
-
457
12,542
12,515
12,542
324,216
339,306
653
11,448
14,387
-
5,159
395,561
288,795
404,621
385
206,678
7,620
150
1,620
314,213
1,547
1,620
1,547
258,749
316,070
260,268
346
5,905
348
4,082
211
267
427
10
11
9,042
44
66,764
12,109
46
2,977
181
211
181
241
267
241
327
427
327
10
11
119
5,341
44
-
9,042
5,341
14,219
66,764
14,219
204,794
11,559
1,344
12,109
206,138
11,559
1,131
46
1,131
220
1,453,078
195
220
196
1,456,347
779,393
528,227
1,453,078
1,456,347
779,393
528,227
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Liabilities
Parent Company
6/30/2014
12/31/2013
2,772
2,772
81
81
5,801
3,919
444
444
274
274
34,768
27,000
524
44,663
34,489
44,663
Consolidated
6/30/2014
12/31/2013
2,878
2,824
148
158
73,833
138,478
2,502
5,801
3,919
444
444
70
47,567
45,128
34,768
27,000
85,283
80,781
7,404
6,416
258,126
307,720
258,126
34,489
307,720
Net income
Parent Company
6/30/2014
6/30/2013
EBX Holding Ltda. (b)
Pecem II Gerao de Energia S.A. (c)
Copelmi Minerao Ltda.
ENEVA Comercializadora de Energia S.A. (d)
Parnaba Gerao de Energia S.A. (e)
Itaqui Gerao de Energia S.A. (f)
Pecm Operao e Manuteno Eltrica S.A. (h)
Porto do Pecm Gerao de Energia S.A. (i)
ENEVA Desenvolvimento S.A.(j)
Parnaba II Gerao (j)
Sul Gerao de Energia S.A. (j)
Porto do A Energia S.A. (j)
ENEVA Comercializadora de Combustvel Ltda. (j)
Seival Participaes S.A. (j)
Parnaba V Gerao de Energia S.A. (j)
ENEVA Investimentos S.A. (j)
ENEVA Participaes S.A. (k)
Parnaba IV Gerao de Energia S.A. (l)
Parnaba Gs Natural (m)
MABE Construo e Administrao de Projetos Ltda. (n)
Parnaba Participaes (o)
Petra Energia S.A.(p)
Parnaba III Gerao de Energia S.A.
MMX Minerao e Metlicos S.A.
OSX Brasil S.A.
LLX Logstica S.A.
MPX Solar Empreendimentos Ltda.
8,248
97
549
11,226
42
4,201
2
918
14
10
43
25
101
981
2,014
(8,421)
293
148
(1,943)
-
(8,162)
5,314
Total
18,547
20,276
476
947
14,485
55
5,548
64
607
63
94
21
11
87
11
503
11
101
40
Consolidated
6/30/2014
6/30/2013
(6)
43,773
42
4,201
14
10
43
25
101
981
2,014
(8,421)
(324)
(1,943)
40,509
(9,963)
771
(42)
(79,338)
(380)
1,801
(5,484)
5,548
(1)
(770)
63
94
21
11
87
11
503
11
101
40
-
(86,916)
(a) Loan agreement executed with Eneva S.A. (lender) subject to monthly interest (101% of CDI)
and with an unfixed term of maturity. Eneva S.A. has made a provision of R$ 7,453 for the
devaluation of its 66.67% investment in Termopantanal Participaes Ltda.
16 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(b) The Company and its subsidiaries also maintain agreements for sharing costs of operating and
financial activities entered into with the company EBX Holding Ltda. involving monthly
collections made through trade notes paid according to understandings between the parties.
The effect on consolidated net income as of June 30, 2014 is R$ (6) (R$ (9,963) as of June 30,
2013).
(c) The balance consists of a loan executed with Eneva S.A. (lender) subject to monthly interest
(104% of the DI-Over rate). As of June 30, 2014 the effect on net income is R$ (8,248).
(d) The balance consists of operational and financial cost sharing agreements with Eneva S.A.,
Itaqui Gerao de Energia S.A., Parnaba II Gerao de Energia S.A. and Pecm II Gerao de
Energia S.A., involving monthly collections made through trade notes paid according to
understandings between the parties (average DPO of 30 to 60 days). As of June 30, 2014 the
effect on consolidated net income is R$ 43,773.
(e) The balance derives from the administrative cost reimbursement contract and feasibility
studies. The outstanding balance as of June 30, 2014 is R$ 5,905 and the effect on the parent
company's net income is R$ 549.
(f)
The balance consists of: (i) loan agreement executed in January 2012 with Eneva S.A. (lender)
subject to monthly interest (104% of CDI) and with an indefinite maturity amounting to R$
385,770. As of June 30, 2014 the effect on net income is R$ 10,093 and (ii) revenue from
reimbursement of operational, financial and administrative costs, amounting to R$ 9,791. As of
June 30, 2014 the effect on net income is R$ 1,133.
(g) Balance consisting of advances for future capital increase (AFACs) of its subsidiaries from
investments to noncurrent assets, which are irrevocable and irreversible. However, no fixed
value has been defined for the number of shares in the capital increase, in contravention of CPC
38. The following AFACs are outstanding as of June 30, 2014 with the following companies:
Subsidiary
Sul Gerao de Energia Ltda.
Seival Participaes S.A.
Porto do A Energia S.A.
Parnaba Gerao de Energia S.A.
Parnaba II Gerao de Energia S.A.
Parnaba V Gerao de Energia S.A.
Itaqui Gerao de Energia S.A.
ENEVA Investimentos S.A.
ENEVA Participaes S.A.
OGMP Transporte Areo Ltda.
Tau II Gerao de Energia Ltda.
17 of 64
30
June
2014
15
95
1,360
161,500
65,000
54,000
December
31
2013
118,000
10
87,700
3
6,000
150
675
150
815
288,795
206,678
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(h) The balance consists of a loan agreement executed in December 2011 with Eneva S.A. (lender)
subject to monthly interest (110% of CDI) and maturity on December 31, 2014, amounting to R$
1,620. As of June 30, 2014 the effect on net income is R$ 42.
(i)
The balance consists of: (i) loan agreement executed in September 2012 with Eneva S.A.
(lender) subject to monthly interest (105% of CDI) and with an indefinite maturity amounting
to R$ 171,866. As of June 30, 2014 the effect on net income is R$ 4,200 and (ii) contract
between the parties to assume the costs of acquiring coal incurred by Porto do Pecm in the
period between September and December 2013. The amount as of June 30, 2014 is R$ 142,347
(j)
(k) Operational, financial and administrative costs reimbursement contract. The company
determined revenue balance as of June 30, 2014 of R$ 981.
(l)
The balance consists of: (i) loan agreement executed in January 2012 with Eneva S.A. (lender)
subject to monthly interest (125% of CDI) and with an indefinite maturity amounting to R$
66,611. As of June 30, 2014 the effect on net income is R$ 1,917 and (ii) revenue from
reimbursement of operational, financial and administrative costs, amounting to R$ 153. As of
June 30, 2014 the effect on net income is R$ 95.
(m) The balance consists of: (i) costs relating to the gas purchase agreement and leasing of the gas
treatment plant's capacity, between Parnaba Gs Natural and Parnaba Gerao, amounting to
R$ 47,567 as of June 30, 2014. and (ii) interest revenue on accounts receivable charged in the
outstanding balance of the financial advance made to Parnaba Gs Natural, of R$ 8,421.
(n) (i) loan agreement executed in January 2013 with Eneva S.A. (lender) subject to monthly
interest (105% of CDI) and with an indefinite maturity amounting to R$ 12,109. As of June 30,
2014 the effect on consolidated net income is R$ 324.
(o)
(i) loan agreement executed in January 2013 with Parnaba Participaes S.A (lender) subject
to monthly interest (125% of CDI) and with an indefinite maturity amounting to R$ 34,768. As
of June 30, 2014 the effect on consolidated net income is R$ 148.
(p) The balance consists of costs relating to the gas purchase agreement and leasing of the gas
treatment plant's capacity, between Parnaba and Petra, amounting to R$ 85,283.
(q) Project implementation costs reimbursement agreement with DD Brazil, amounting to R$
7,404.
(d)
18 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The quarterly compensation of officers and the Board of Directors is presented below:
Parent Company
Immediate benefits
Salaries
Consolidated
June 30
2014
December
31
2013
June 30
2014
December 31
2013
2,557
4,565
4,055
9,449
2,557
4,565
4,055
9,449
See below the minimum, average and maximum individual quarterly compensation of the Board of
Directors and Officers, in R$:
Consolidated
2014
Board of Directors
Officers
19 of 64
2013
Minimu
m
Average
Maximum
Minimu
m
Average
Maximu
m
20,000
177,722
24,000
326,446
40,000
530,456
16,999
122,451
62,227
822,660
96,000
1,815,721
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information as of June 30, 2014
In thousands of reais, unless stated otherwise
16
Cre ditor
Curre nc
y
Inte re st rate s
Maturity
Transaction
cost
Unappropriate
d cost
31/12/13
Principal
Inte re st
Transaction
cost
Total
Unappropria
te d cost
Principal
Inte re st
Itaqui
BNDES (Direct)
(a)
R$
TJ LP +2.78%
15/06/26
2,89%
11.182
9.586
796.709
2.316
789.439
11.182
9.913
830.630
2.586
823.304
Itaqui
BNB
(b)
R$
10,00%
15/12/26
10,14%
2.892
2.669
201.359
801
199.491
2.892
2.727
201.977
857
Total
200.107
Itaqui
BNDES (Indirect)
(c)
R$
IP C A + TR BNDES + 4.8%
15/06/26
4,94%
2.023
1.919
113.912
13.425
125.419
1.475
1.473
109.302
6.041
113.870
Itaqui
BNDES (Indirect)
(d)
R$
TJ LP +4.8%
15/06/26
4,94%
1.475
1.472
155.570
567
154.664
2.023
1.953
162.052
632
160.731
Pecm II
BNDES (Direct)
(e )
R$
TJ LP +2.18%
15/06/27
0,00%
7.803
6.091
710.327
2.054
706.290
Pecm II
BNDES (Direct)
(f)
R$
IP C A + TR B NDES + 2.18%
15/06/27
0,00%
1.740
1.294
131.607
42.840
173.153
Pecm II
BNB
(g)
R$
10,00%
31/01/28
0,00%
4.287
3.620
250.000
4.070
250.450
Parnaba I
BRADESCO
(h)
R$
C DI +3.00%
18/12/14
0,00%
28.000
384
28.384
4.593
48.000
117
Parnaba I
(i)
R$
C DI +3.00%
15/04/15
0,00%
49.180
575
49.755
11.516
60.670
776
61.446
Parnaba I
BNDES (Direct)
(j)
R$
TJ LP +1.88%
15/06/27
2,27%
23.589
23.434
475.168
1.231
452.965
16.867
16.860
493.444
1.370
477.954
Parnaba I
BNDES (Direct)
(k)
R$
IP C A + TR B NDES + 1.88%
15/07/26
2,29%
9.724
9.084
225.099
16.197
232.212
6.953
6.663
215.988
10.408
219.733
Parnaba II
(l)
R$
C DI +3.00%
30/12/14
0,00%
200.000
13.121
213.121
200.000
146
200.146
Parnaba II
CEF
(m)
R$
C DI +3.00%
30/12/14
0,00%
280.000
18.483
298.483
280.000
286
280.286
48.117
Parnaba II
BNDES
(n)
R$
TJ LP +2.40%
15/06/15
3,74%
7.261
7.261
288.545
2.644
283.928
3.619
3.619
280.700
223
277.304
ENEVA S/A
(o)
R$
C DI +2.65%
16/12/14
105.790
7.207
112.997
105.790
503
106.293
ENEVA S/A
Banco Citibank
R$
C DI +2.95%
22/09/14
101.250
9.893
111.143
101.250
3.107
104.357
ENEVA S/A
Banco Citibank
(p)
(q)
USD
LIB OR 3M + 1.26%
27/09/17
110.125
14
110.139
117.130
20
117.150
ENEVA S/A
Banco BT G Pactual
(r)
R$
C DI +3.75%
09/12/14
101.912
792
102.705
101.912
792
102.705
ENEVA S/A
Banco BT G Pactual
(s)
R$
C DI +3.75%
09/06/15
350.000
2.721
352.721
350.000
2.559
352.559
ENEVA S/A
Banco BT G Pactual
(t)
R$
C DI +3.75%
09/12/14
370.000
2.876
372.876
370.000
1.196
371.196
ENEVA S/A
Banco HSBC
(u)
R$
C DI +2.75%
12/12/14
303.825
21.173
324.998
303.825
1.747
305.572
ENEVA S/A
Banco Citibank
(v)
R$
C DI +4.00%
03/11/14
42.000
956
42.956
42.000
879
42.879
ENEVA S/A
Banco Citibank
(w)
R$
C DI +4.00%
09/12/14
100.000
7.829
107.829
100.000
792
100.792
ENEVA S/A
(x)
R$
C DI +2.65%
05/12/14
200.000
14.335
214.335
200.000
1.618
201.618
ENEVA S/A
(y)
R$
C DI +2.65%
09/12/14
210.000
14.839
224.839
210.000
1.499
211.499
ENEVA S/A
Banco Santander
(z )
R$
C DI+3.25-4.25%
15/01/15
66.667
336
67.003
ENEVA S/A
Morgan Stanley
(aa)
R$
C DI+3.25-4.25%
15/01/15
66.667
336
67.003
ENEVA S/A
(bb)
R$
C DI+3.25-4.25%
15/01/15
66.667
336
67.003
ENEVA S/A
(cc)
R$
CDI +3.15%
19/01/16
80.000
4.395
84.395
ENEVA S/A
Banco BT G Pactual
(dd)
R$
C DI +3.00%
12/08/14
39.782
694
40.476
ENEVA S/A
(dd)
R$
C DI +3.00%
12/08/14
16.675
291
16.966
ENEVA S/A
Banco Citibank
(dd)
R$
C DI +3.00%
12/08/14
28.838
503
29.342
ENEVA S/A
Banco HSBC
(dd)
R$
C DI +3.00%
12/08/14
14.705
256
14.960
58.146
55.425
4.988.445
158.519
5.091.539
74.950
54.213
6.176.605
88.129
6.210.520
Unappropriate
d cost
8.761
Principal
2.997.858
Inte re st
154.125
Total
3.143.222
6.984
Principal
1.716.403
Inte re st
110.555
Total
1.819.974
46.664
1.990.587
4.394
1.948.317
32.409
3.111.363
25.852
3.104.806
Current
Non-current
Unappropria
te d cost
The table below shows the breakdown of the loans of the joint subsidiary Porto do Pecm Gerao de
Energia S.A., Pecm II Gerao de Energia S.A. and the indirect subsidiaries MPX Chile Holding
Ltda., Parnaba III Gerao de Energia S.A and Parnaba IV Gerao de Energia S.A. As a result of
the new consolidation rules introduced by IFRS 11, from 2013 we are no longer obliged to present
them in the financial statements:
Consolidate d
30/06/14
Company
Curre nc
y
Cre ditor
31/12/13
Inte re st rate s
Maturity
Transaction
cost
Unappropriate
d cost
Principal
Inte re st
Transaction
cost
Unappropria
te d cost
Principal
Inte re st
Pecm I (50%)
BNDES (Direct)
(e e )
R$
TJ LP + 2.77%
15/06/26
T JLP + 3.09%
8.461
4.465
710.831
2.072
708.438
8.461
4.844
740.449
2.312
737.917
Pecm I (50%)
IDB
(ff)
USD
LIB OR + 3.50%
15/05/26
Libor + 4.67%
8.829
5.210
145.201
709
140.700
8.808
5.296
158.142
779
153.625
Pecm I (50%)
IDB
(gg)
USD
LIB OR + 3.00%
15/05/22
Libor + 4.16%
8.965
4.583
166.106
705
162.228
8.939
5.374
184.506
791
179.924
Pecm II
BNDES (Direct)
(e )
R$
TJ LP +2.18%
15/06/27
2,30%
7.256
6.501
683.954
1.846
679.299
Pecm II
BNDES (Direct)
(f)
R$
IP C A + TR B NDES + 2.18%
15/06/27
2,32%
1.611
1.130
137.158
53.256
189.284
Pecm II
BNB
(g)
R$
10,00%
31/01/28
10,17%
4.287
4.211
247.187
242.976
Chile (50%)
(hh)
USD
8,125%
15/04/15
0,00%
6.608
58
6.666
10.519
183
10.701
Chile (50%)
(ii)
USD
8,000%
15/04/15
0,00%
4.405
39
4.444
7.013
120
7.134
(jj)
R$
C DI + 2.28%
29/01/14
0,00%
24.500
1.796
26.296
(kk)
R$
C DI + 2.53%
30/07/14
2,53%
199
109
42.000
881
42.772
42.000
493
42.493
26.209
2.143.450
59.566
2.176.806
26.208
15.514
1.167.129
6.474
1.158.089
2.481
Principal
160.876
Inte re st
6.475
Total
164.870
13.033
1.006.253
993.219
39.608
Current
Non-current
20 of 64
Total
Unappropriate
d cost
2.708
Principal
163.355
Inte re st
59.566
Total
220.213
23.501
1.980.094
1.956.593
Unappropria
te d cost
Total
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
784 million of the long-term loan to Itaqui relating to subcredits A, B and C, incurring an
annual cost of TJLP + 2.78%. The financing facility has a term of 17 years, with 14 years
repayment and a grace period on the principal of until July 2012. Subcredit D, intended for
social investments (BNDES Social) of R$ 13.7 million, only incurs TJLP and R$ 11.7 million
has been disbursed to date. The BNDES Social facility has a total term of 9 years, with 6
years repayment and a grace period of until July 2012. The interest earned during the grace
period was capitalized along with the amounts outlaid. The balance of the principal as of
June 30, 2014 therefore stands at R$ 796.7 million. The interest on these loans was
capitalized during the construction phase. This financing is secured by the traditional
guarantee in project finance loans.
(b) To top up the funding from the BNDES, Itaqui took out a loan from BNB-FNE, worth a total
R$ 203 million under which the last payment was released on July 28, 2011, completing the
loan. The BNB loan has a total term of 17 years, with 14 years repayment and a grace
period on the principal of until July 2012. It is charged interest of 10% p.a. The funding has a
performance bonus (15%), which consequently reduces the cost to 8.5% per annum. This
financing is secured by the traditional guarantee in project finance loans.
(c)
21 of 64
R$ 99 million of this indirect BNDES line has been released to Itaqui consisting of
subcredits A, B, C, D and E, whose agents are the banks Bradesco and Votorantim This part
of the loan has a total term of 17 years, including 14 years of amortization and a grace period
for interest and the principal of until July 2012. The loan incurs IPCA + BNDES Reference
rate + 4.8% p.a. during the construction stage and IPCA + BNDES Reference rate + 5.3%
during the operational stage. The interest earned during the grace period was capitalized
along with the amounts outlaid. The balance of the principal as of June 30, 2014 therefore
stands at R$ 113.9 million. The interest on these loans was capitalized during the
construction phase. This financing is secured by the traditional guarantee in project finance
loans.
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
has been passed through to Itaqui. This part of the loan has a total term of 17 years, with 14
years repayment and a grace period on the principal and interest of until July 2012. The loan
incurs TJLP + 4.80% p.a. during the construction stage and TJLP + 5.30% during the
operational stage. The interest earned during the grace period was capitalized along with the
amounts outlaid. The balance of the principal as of June 30, 2014 therefore stands at R$
155.5 million. The interest on these loans was capitalized during the construction phase.
This financing is secured by the traditional guarantee in project finance loans.
MPX Pecm II Gerao de Energia SA (Pecm II)
(e) By June 30, 2014 Pecm II had received R$ 615.3 million of the R$ 627.3 million earmarked
in subcredits A, B, C, D and L of the long-term financing contract with the BNDES (in nominal
R$, excluding interest during the construction). These subcredits have a total term of 17
years, with 14 years repayment and a grace period on the principal and interest of until July
2013. The loan incurs LTIR + 2.18% p.a. The interest earned during the grace period was
capitalized along with the amounts outlaid. The balance of the principal as of June 30, 2014
therefore stands at R$ 683.9 million. This financing is secured by the traditional guarantee in
project finance loans.
(f)
(g) To top up the funding from the BNDES, Pecm II took out a loan from BNB with FNE
funding, worth a total R$ 250 million, which has been disbursed in its entirety. The BNB loan
has a total term of 17 years, with quarterly interest and 14 years' repayment and a grace
period on the principal of until February 2014. It is charged interest of 10% p.a. The funding
has a performance bonus (15%), which consequently reduces the cost to 8.5% per annum.
This financing is secured by the traditional guarantee in project finance loans.
22 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
16.
Note) with BRADESCO, which was endorsed by the parent company. Taken out to finance
the construction of thermoelectric power plants Maranho IV and V, this bridge loan incurs
annual interest of the CDI rate + 3% and matures initially on June 26, 2013, whereupon the
principal and interest is due. A further R$ 75 million was disbursed on February 28, 2012 by
the bank on the same terms as the previous disbursement. R$ 90 million of the principal plus
the interest due was settled on December 28, 2012, when the long-term BNDES loan
described in items (j) and (k) was released. On June 26, 2013 the company renegotiated the
principal balance of R$ 60 million, paying all the interest due up to that date with the new
maturity date changing to September 24, 2013 and the interest held at the CDI rate plus 3%
per annum. On September 24 UTE Parnaba renegotiated the terms of the contract,
changing the maturity date to October 24, 2013 and subsequently to November 24, 2013. On
October 31, 2013 a new renegotiation amended the loan's maturity to December 18, 2014.
The principal and interest will be paid in 15 monthly installments. The balance of the principal
as of June 30, 2014 therefore stands at R$ 28 million.
(i)
23 of 64
On December 27, 2011 Parnaba I borrowed R$ 125 million under a CCB loan (Bank Credit
Note) with Banco Ita BBA, which was endorsed by the parent company. Taken out to
finance the construction of thermoelectric power plants Maranho IV and V, this bridge loan
incurs annual interest of the CDI rate + 3% and matures originally on June 26, 2013,
whereupon the principal and interest is due. R$ 60 million of the principal plus the interest
due was settled in December 2012, when the long-term BNDES loan described in items (j)
and (k) was released. On June 26, 2013 the company renegotiated the principal balance of
R$ 65 million, paying all the interest due up to that date with the new maturity date changing
to September 24, 2013 and the interest held at the CDI rate plus 3% per annum. On this
date a new renewal amended the loan's maturity to October 24, 2013 and subsequently to
April 15, 2015. The loan was renegotiated on May 28, 2014 a balance of interest incurred up
to the date was included in the principal, and since then both the principal and interest are
being paid in 7 monthly instalments commencing in October. The balance of the principal as
of June 30, 2014 therefore stands at R$ 49.1 million.
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
In December 2012 Parnaba I received R$ 495.7 million as subcredits B and C of the bridge
loan from BNDES, out of a total of R$ 671 million. These subcredits will be amortized over
168 monthly instalments commencing July 15, 2013, along with the interest. The loan incurs
LTIR + 1.88% p.a. The balance of the principal as of June 30, 2014 therefore stands at R$
475.2 million.
(k) In December 2012 Parnaba I also received R$ 204.3 million referring to the entire subcredit
A of the long-term financing contract with the BNDES mentioned in the item above. This
subcredit will be amortized over 13 annual instalments commencing July 15, 2014, along
with the interest. The loan incurs IPCA + BNDES Reference rate + 1.88% p.a. The interest
earned during the grace period was capitalized along with the amounts outlaid. The balance
of the principal as of June 30, 2014 therefore stood at R$ 225.1 million. This financing is
secured by the traditional guarantee in project finance loans.
UTE Parnaba II Gerao de Energia SA (Parnaba II)
(l)
On March 30, 2012 the Parnaba II project secured R$ 100 million via a CCB loan from
Banco Ita BBA, endorsed by the parent company. Originally maturing on September 30,
2013 for the payment of principal and interest, this bridge loan was used to finance the
building of the Maranho III thermal power plant. Upon maturity this bridge loan incurs
annual interest of the CDI rate + 3% and matures on September 30, 2013, whereupon the
principal and interest is due. The company renegotiated the loan, altering its maturity date to
December 30, 2013. The loan was subsequently renegotiated, changing its maturity to
December 30, 2014 and an additional R$ 100 million was borrowed, maturing on December
30, 2014. The balance of the principal as of June 30, 2014 therefore stands at R$ 200
million.
(m) In May 2012 Parnaba II borrowed R$ 325 million under a CCB loan from Caixa Econmica
Federal, which was endorsed by the parent company. Taken out to finance the construction
of thermoelectric power plant Maranho III, this bridge loan incurs annual interest of the CDI
rate + 3% and originally matures on November 07, 2013, whereupon the principal and
interest is due. A portion of R$ 125 million has been released, in addition to two portions of
R$ 100 million, on May 08, 2012, May 15, 2012 and May 30, 2012. Upon maturity the
company renegotiated the loan, altering its maturity date to December 30, 2013. R$ 45
million of the principal has been repaid to date, in addition to the interest hitherto incurred,
and the remaining amount has been renegotiated to December 30, 2014. The balance of the
principal as of June 30, 2014 therefore stands at R$ 280.0 million.
(n) Parnaba II received a bridge loan from BNDES of R$ 280.7 million at the end of December
2013. This loan will be amortized in a single payment on June 15, 2015 along with the
interest. The annual costs was LTIR + 2.40%.
24 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Eneva SA (Eneva)
(o) On December 16, 2013 Eneva renegotiated the R$ 105.8 million of CCBs (Bank Credit
Notes) from Banco Ita BBA S.A., paying all the interest due up to that date with the new
maturity date changing to December 16, 2014. The cost will be CDI plus 2.65% per annum
with the interest and principal being paid at the end of the loan.
(p) On September 27, 2012 the parent company Eneva S.A issued a CCB (Bank Credit Note)
via Banco Citibank S.A. for R$ 101,250 maturing on September 27, 2013. The interest
agreed was 100% of the CDI rate +1.15% per annum and is due upon maturity, on
September 27, 2013. On this date Eneva S/A renewed this agreement, changing its maturity
date to September 22, 2014 and changing the interest rate to CDI plus 2.95% per annum.
(q) On September 27, 2012 Eneva took out a loan equal to USD 50,000 from Banco Citibank
S.A. under a Credit Agreement, in due accordance with BACEN Resolution 4131. This loan
is subject to interest of Libor + 1.26% p.a. and will be paid quarterly. The principal will be
paid semi-annually, with a grace period of September 26, 2014 and the contract expiring on
September 27, 2017. Eneva S.A. took out a swap from Citibank in order to hedge this loan
against exchange variance. See Note 18.
(r) On December 13, 2012 Eneva issued a CCB (Bank Credit Note) via Banco BTG Pactual for
R$ 101.9 million maturing on December 13, 2013. Upon maturity the line was renegotiated,
altering its maturity date to December 09, 2014. The interest will be paid quarterly at the cost
of the CDI rate plus 3.75% p.a. The principal will be paid in full upon maturity.
(s) On February 07, 2013 Eneva issued a CCB (Bank Credit Note) via Banco BTG Pactual for
R$ 350 million maturing on August 06, 2013. The interest agreed was 100% of the CDI rate
2.95% per annum and is due upon maturity. On August 06, 2013 the company renegotiated
the loan, altering its maturity date to December 02, 2013. A new renegotiation extended the
debt's maturity date to June 09, 2015, with interest paid quarterly at the cost of CDI + 3.75%
p.a. and the principal paid on maturity.
(t)
On December 09, 2013 and December 26, 2013 Eneva issued two CCBs (Bank Credit
Notes) via Banco BTG Pactual for the individual amounts of R$ 100 million on December 09,
2013 and R$ 270 million on December 26, 2013, both maturing on December 09, 2014. The
interest agreed was 100% of the CDI rate 3.75% per annum and is due quarterly.
(u) On March 25, 2013 Eneva issued a CCB (Bank Credit Note) via Banco HSBC for R$ 100
million maturing on March 25, 2014. The interest agreed was 100% of the CDI rate 1.75%
per annum and is due upon maturity. The interest accumulated to December 12, 2013 was
paid and a new maturity was agreed for December 12, 2014. The spread for this new period
will be 2.75% per annum. At the time of the renegotiation the company issued a new CCB
amounting to R$ 203.8 million scheduled for maturity on December 12, 2014. The cost will
be CDI plus 2.75% per annum with the interest and principal being paid at the end of the
loan.
(v) Eneva took out a loan from Citibank S.A of R$ 42 million (in the form of a CCB) on
November 01, 2013, maturing on November 03, 2014. The interest will be paid quarterly at
the cost of the CDI rate plus 4.00% per annum and the principal will be paid upon maturity.
25 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(w) On December 09, 2013 Eneva issued a Banco Citibank CCB (Bank Credit Note) for R$ 100
million maturing on December 09, 2014. The principal and interest will be paid at maturity at
the cost of the CDI rate plus a spread of 4.00%.
(x) On December 05, 2013 Eneva issued a Ita BBA CCB (Bank Credit Note) for R$ 200 million
maturing on December 05, 2014. The interest agreed was 100% of the CDI rate plus 2.65%
per annum with principal and interest due upon maturity.
(y) On December 09, 2013 Eneva issued a Ita BBA CCB (Bank Credit Note) for R$ 210 million
maturing on December 09, 2014. The interest agreed was 100% of the CDI rate plus 2.65%
per annum with principal and interest due upon maturity.
(z) As a result of the negotiations of OGX Maranho (now Parnaba Gs Natural), Eneva took
out a loan from Banco Santander of R$ 66.6 million (CCB) on November 04, 2013, maturing
on January 15, 2015. The interest will be paid monthly at the cost of the CDI rate plus:
3.25% per annum until June 14, 2014, 3.75% per annum until September 14, 2014 and
4.25% until the full settlement of the CCB. The entire CCB was settled in March 2014 along
with the interest incurred.
(aa) As a result of the negotiations of OGX Maranho (now Parnaba Gs Natural), Eneva took
out a loan from Morgan Stanley of R$ 66.6 million (CCB) on November 04, 2013, maturing
on January 15, 2015. The interest will be paid monthly at the cost of the CDI rate plus:
3.25% per annum until June 14, 2014, 3.75% per annum until September 14, 2014 and
4.25% until the full settlement of the CCB. The entire CCB was settled in March 2014 along
with the interest incurred.
(bb) As a result of the negotiations of OGX Maranho (now Parnaba Gs Natural), Eneva took
out a loan from Ita BBA of R$ 66.6 million (CCB) on November 04, 2013, maturing on
January 15, 2015. The interest will be paid monthly at the cost of the CDI rate plus: 3.25%
per annum until June 14, 2014, 3.75% per annum until September 14, 2014 and 4.25% until
the full settlement of the CCB. The entire CCB was settled in March 2014 along with the
interest incurred.
(cc) On January 29, 2014 Eneva issued a Ita BBA CCB (Bank Credit Note) for R$ 80 million
maturing on January 19, 2016. The interest agreed was 100% of the CDI rate plus 3.15%
per annum with principal and interest due upon maturity.
(dd) On May 12, 2014 Eneva issued 4 CCBs (Bank Credit Notes) to the banks Ita BBA, BTG
Pactual, Citibank and HSBC, which jointly amounted to R$ 100 million and mature on August
12, 2014. The interest agreed was 100% of the CDI rate plus 3% per annum with principal
and interest due upon maturity.
26 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The BNDES financing agreement involves a total amount of R$ 1.41 billion (in nominal R$,
excluding interest during the construction), with a total term of 17 years, including 14 years
for amortization and a grace period for payment of interest and principal of until July 2012.
The loan incurs LTIR + 2.77% p.a. The interest was capitalized during the construction
phase. The balances of the principal and interest stated in the table above refer to 50% of
the original balances, and take into account the 50% interest of EDP Energias do Brasil S.A.
in the company. This financing is secured by the traditional guarantee in project finance
loans.
(ff) To top up the direct loan from the BNDES, Pecm I has a direct loan from the Interamerican
Development Bank BID ("A loan"), worth a total USD 147 million, of which USD 143.78
million has been released thus far (equal to R$ 291,820 as of June 30, 2014). The A Loan
has an annual cost of Libor + 3.5% and a total term of 17 years, with 14 years repayment
and a grace period on the principal of until July 2012. The balances of the principal and
interest stated in the table above refer to 50% of the original balances, and take into account
the 50% interest of EDP Energias do Brasil S.A.
(gg) To top up the direct loan from the BNDES, Pecm I has an indirect loan from the
Interamerican Development Bank BID ("B loan"), worth a total USD 180 million, of which
USD 176 million has been released thus far (equal to R$ 333,622 as of June 30, 2014). The
onlending banks are Grupo Banco Comercial Portugus, Calyon and Caixa Geral de
Depsito. The B Loan has a total term of 13 years and a cost of 3.0%, with 10 years
repayment and a grace period on the principal of until July 2012. The balances of the
principal and interest stated in the table above refer to 50% of the original balances, and take
into account the 50% interest of EDP Energias do Brasil S.A.
MPX Chile Holding Ltda (MPX Chile)
(hh) On April 13, 2011 MPX Chile took out an offshore loan from Banco Credit Suisse, endorsed
by the parent company. The loan is denominated in US dollars amounting to USD 15 million
(equal to R$ 13,332 as of June 30, 2014), charged fixed annual interest of Libor + 8.13%.
The principal and interest will be paid semi-annually, with a grace period for the principal of
until April 15, 2013 and the contract expiring on April 15, 2015. The balances of principal and
interest shown in the table above account for 50% of the original balances.
(ii) On June 29, 2011 MPX Chile took out an offshore loan from Banco Credit Suisse, endorsed
by the parent company. The loan is denominated in US dollars amounting to USD 10 million
(equal to R$ 8,888 as of June 30, 2014), charged fixed annual interest of Libor + 8%. The
principal and interest will be paid semi-annually, with a grace period for the principal of until
April 15, 2013 and the contract expires on April 15, 2015. The balances of principal and
interest shown in the table above account for 50% of the original balances.
27 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(Bank Credit Note) with Banco BTG Pactual. Taken out to finance the construction of a
natural gas thermal power plant with Kinross Brasil Minerao S.A., this bridge loan incurs
annual interest of the CDI rate plus 2.28% per annum and matures on January 29, 2014,
whereupon the principal and interest is due. This loan was settled at maturity.
UTE Parnaba III Gerao de Energia SA (Parnaba III)
On November 25, 2013 the Parnaba III project secured a bridge loan from Banco
Bradesco of R$ 120 million, initially maturing on January 09, 2014. A new maturity date was
agreed for January 31, 2014. The cost of the bridge loan is CDI plus 2.53% per annum.
Principal and interest will be paid at the end of the operation. A promissory note was issued
to replace this loan on the same terms and with a new maturity date of July 30, 2014.
(kk)
The portions of the loans and financing classified in non-current liabilities as of June 30, 2014
have the following payment schedule:
Consolidated
Maturity
2015
2016
2017
2018 to final maturity
127,833
328,491
281,179
1,253,084
1,990,587
Financial covenants
Creditors involved in financial contracts use financial covenants in a number of debt contracts to
monitor the Company and its investees' financial situation.
The financing contracts relating to the ventures Porto do Pecm Gerao de Energia S.A., MPX
Pecm II Gerao de Energia S.A., UTE Porto do Itaqui Gerao de Energia S.A. and UTE
Parnaba Gerao de Energia S.A. have minimum debt service coverage indexes that measure
the payment capacity of the financial expense in relation to EBITDA. .
All the financial covenants had been performed as of June 30, 2014.
28 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
force.
We did not detect any nonperformance of financial and non-financial covenants as of June 30,
2014.
29 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
17
December
31
2013
Consolidated
June 30
2014
December
31
2013
6,286
634
25,552
58
2,594
3,940
6,870
45,934
7
164
1
85
241
6
1
570
56
63
76
1,763
784
5,203
62
9,773
242
1,153
2,432
3,031
Current
560
709
24,443
30 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
See below a description of the consolidated book balances for the financial instruments included in the balance
sheets as of June 30, 2014 and December 31, 2013:
Parent
Company
Financial instruments
Assets
Loans and receivables
Cash and cash equivalents
Escrow deposits
Loans to subsidiaries
Accounts receivable from other related parties
Accounts receivable from subsidiaries
Fair value through profit or loss
Gains on derivative transactions
Liabilities
Other financial liabilities
Trade payables
Loans and financing
Debentures
Debts with subsidiaries
Loans with other related parties
Fair value through profit or loss
Stock options awarded
31 of 64
June 30
2014
December 31
2013
Total
Total
12,011
39
973,278
12,515
178,490
110,156
38
909,327
217,337
123,005
8,602
4,171
4,860
2,263678
(1)
6,326
38,337
3,473
2,217,628
5,351
4,444
30,045
353,865
350,514
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Consolidated
Financial instruments
Assets
Loans and receivables
Cash and cash equivalents
Accounts receivable
CCC subsidy receivable
Escrow deposits
Loans to subsidiaries
Accounts receivable from other related parties
Accounts receivable from subsidiaries
Fair value through profit or loss
Gains on derivative transactions
Liabilities
Other financial liabilities
Trade payables
Loans and financing in R$
Debentures
Debts with subsidiaries
Debits with related parties
Contractual retentions
Fair value through profit or loss
Stock options awarded
June 30
2014
December 31
2013
Total
Total
87,773
214,205
20,722
171,120
586,820
13,858
171,095
277,582
294,396
30,802
118,644
191,968
218,680
117,372
8,602
4,171
350,716
5,091,539
(1)
80,156
177,970
57,091
6,210,520
5,350
145,412
162,308
353,865
350,514
The financial instruments measured at amortized cost and presented above are close to their market values (fair
value).
32 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Consolidated
June 30, 2014
Prices
observable in
an active
market
(Level I)
Stock options awarded
Derivatives
Pricing with
observable
prices
(Level II)
Pricing without
observable
prices
(Level III)
(353,865)
8,602
362,467
December 31, 2013
Prices
observable in
an active
market
(Level I)
Pricing with
observable
prices
(Level II)
Securities
Stock options awarded
Derivatives
(350,514)
4,171
(346,343)
Pricing without
observable
prices
(Level III)
33 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Notional
USD
MTM
Notional
USD
MtM
Eneva SA
Long position USD
Morgan Stanley
59,207
4,171
Total USD
59,207
4,171
Maturity
Swap Cross-Currency
June 30, 2014
Eneva SA
Libor USD | DI
Citibank
Maturity
Notional
Assets
Liabilities
MTM
Notional
MtM
101,250
111,527
101,768
9,759
101,250
15,650
101,250
111,527
101,768
9,759
101,250
15,650
Total Swap
6/30/2014
Maturity
Notional
Assets
12/31/2013
Liabilities
MTM
Notional
MtM
Eneva SA
Cross-Currency Swap
Credit Suisse
7/15/2015
Total Swap
22,251
2,470
3,627
(1,157)
22,251
2,470
3,627
(1,157)
1 The Multiyear Plan (PPA) is the planning instrument that establishes the regional guidelines, objectives and targets of the
Public Administration for a period of four years.
34 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
a) Risk management
The coal price risk is managed by structuring hedge transactions in the future coal market without physical
settlement. Eneva is seeking resources in the domestic market whose market for this type of operation is still
incipient to mitigate the risk posed by its coal inventory by structuring hedges.
In the current scenario, Eneva has experienced high turnover of its coal inventory due to the lower production of
energy at hydroelectric plants and the need for thermal power plants to work around the clock. In this context,
the Company does not consider material the risk of changes in coal prices that would justify the structuring of a
hedge operation. At the end of the first half the Company did not therefore have any such derivatives.
(b)
Eneva SA
Cross-Currency Swap (hedge)
Dollar loan
Net exposure
35 of 64
Risk for
Fair
the position
value
Dollar devaluation
Dollar valuation
111,527
(110,621 )
906
Scenario I
(25%
increase)
139,409
(138,276 )
1,133
Scenario II
(50%
increase)
167,291
(165,932 )
1,359
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
(*) The valuation does not denote the total exposure in the currency or the overall loss posed by this
exposure
Reference rate: PTAX 800 Venda (2.2025 on June 30, 2014) of the Brazilian Central Bank
Scenario I: adverse change of 25% (increase in foreign exchange rate to generate loss in a short position)
Scenario II: adverse change of 50% (increase in foreign exchange rate to generate loss in a short position)
(e) Operations hedged by derivative instruments
Dollar loan
at UTE Porto do Pecm
Hedge accounting
The investment in capex of Energia Pecm (construction of the thermal power plant) will consist of 75% longterm financing, partly in US dollars, and 25% of company capital. The long-term financing agreements were
signed with the Inter-American Development Bank (BID) and the National Social and Economic Development
Bank (BNDES) on July 10, 2009. To finance its capex requirements in the period prior to July 10, 2009 it was
necessary to take out a bridge loan from Citibank, which will be repaid using funds provided under said
financing agreements.
As most of the investment is denominated in US dollars and Euros and its future revenue will be generated in
Brazilian reais, derivative instruments have been taken out for hedge purposes. On April 01, 2009 the Company
used hedge accounting in order to hedge against the exchange variance on the long-term US dollar financing
loans taken out from IDB. The derivative instrument used is an NDF maturing in October 2012 with a notional
value of USD 327 million. (USD 163.5 million equal to 50% of the interest of Eneva S.A.). This NDF was rolled
over on September 25, 2012 with a notional value of USD 327 million and maturing between November 2012
and May 2015.
As this is hedge accounting classified as cash flow, changes in the fair value of derivative instruments designated
as cash flow hedges are recognized directly in shareholders equity for the amount of the hedge that is
considered effective. The difference between the fair value and the exchange variance is the ineffective portion
which is therefore recognized in the income statement.
36 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The impacts of the gains and losses of this hedge accounting transaction in the period were as follows:
2014
Net income
Hedge derivatives
Derivative gains (losses)
(1,741 )
Shareholde
rs' equity
1,149
2013
Net income
Hedge derivatives
Derivative gains (losses)
(3,465 )
Shareholde
rs' equity
2,287
On April 01, 2011 the Company used hedge accounting in order to hedge against the libor interest for the
amortization period on the long-term US dollar financing loans taken out from IDB. The derivative instrument
designated for this relation is an interest-rate cash-flow float/fixed maturing between October 2012 and October
2024, whose notional amounts refer to the expected accumulated disbursement tranches of the long-term
interest owed to IDB.
As this is hedge accounting classified as cash flow, changes generated by the MTM (mark-to-market) variance,
net of the interest provisioned for up to the base date, are recognized directly in shareholders equity in an
equity valuation adjustment account. The difference between the fair value and the libor rate is the ineffective
portion which is therefore recognized in the income statement.
The impacts of the gains and losses of this hedge accounting transaction in the period were as follows:
2014
Hedge derivatives
Derivative losses
Net income
Shareholde
rs' equity
(3,114)
2,055
2013
Hedge derivatives
Gain on derivatives
37 of 64
Net income
Shareholde
rs' equity
(13,776)
9,092
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Future
market
value
Future
value
(25%
increase)
Future
value
(50%
increase)
3,072,714
3,112,498
3,151,033
3,072,714
-
3,112,498
39,783
3,151,033
78,319
Risk
ENEVA SA
Cash Flow Risk related to
Liability indexed to CDI
Outstanding (Principal + Interest)
Increase in financial expense
Increase in Interest
Rate
(*) The scenarios do not reflect the company's projections for interest rates.
This assessment merely aims for compliance with the legislation.
Method: parallel upwards shift in DI rate of 25% and 50%
38 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
December
31
2013
87,773
214,205
8,602
20,722
171,120
277,582
294,396
4,171
30,802
118,644
502,422
725,595
The cash and cash equivalents substantially consists of the current account and investment fund at Ita S.A., a
first-rate bank and in relation to accounts receivable its main exposure derives from the possibility of the
company incurring losses due to problems in realizing receivables. To mitigate this type of risk and to help
manage default risk management, the Company monitors the accounts receivable realizing several collection
proceedings. Furthermore, the Company's customers have signed an assurance of full performance of the
contractual obligations.
39 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
6 to 12
months
1 to
2 years
1,151,668
258,126
575,676
2 to
5 years
Over
5 years
Total
by account
2,525,330
350,716
258,126
8,041,059
350,716
2,516,787
1,271,598
57,091
57,091
4,388
3,969
5,124
2,871,891
1,212,728
838,926
13,481
1,271,598
2,525,330
8,720,473
Consolidated
6 to 12
months
1 to
2 years
2 to
5 years
Over
5 years
331,216
306,545
1,079,040
676,967
2,570,541
84,789
3,971
2,725
4,694
1,012,154
2,658,055
1,390,279
1,324,391
2,696,265
Total
by account
331,216
306,545
8,347,204
84,789
11,390
1,324,391
2,696,265
9,081,144
40 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
20
Shareholders equity
As of June 30, 2014 and December 31, 2013 respectively, the Company's share capital consists of 702,524,469
(seven hundred and two million five hundred and twenty-four thousand, four hundred and sixty-nine)
nominative common shares, with no par value and the authorized capital is 1.2 billion book-entered common
shares with no par value.
As of June 30, 2014 the Company's share capital was R$ 4,652,273 (R$ 4,532,314 as of December 31, 2013),
consisting of common shares distributed as follows:
Shareholder
Eike Fuhrken Batista
Centennial Asset Mining Fund LLC (*)
Centennial Asset Brazilian Equity
Fund LLC (*)
E.ON
BNDESPAR
Other
41 of 64
June 30 2014
December
31 2013
145,704,988
20,208,840
20.7
2.9
145,704,988
20,208,840
20.7
2.9
1,822,065
266,269,556
72,650,210
195,868,810
0.3
37.9
10.3
27.9
1,822,065
266,269,556
72,650,210
195,868,810
0.3
37.9
10.3
27.9
702,524,469
100
702,524,469
100
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The changes in the share capital up to June 2014 have been summarized below:
Share
Capital
Quantity
Date
December 2012
January 2013
February 2013
April 2013
May 2013
September 2013
October 2013
May 2014
June 30, 2014
of shares
(R$
thousand)
578,241,732
147,480
27,000
34,500
29,250
124,031,007
13,500
3,731,734
232
95
114
99
800,000
40
119,959
Opening balance
Capital increase company plan
Capital increase company plan
Capital increase company plan
Capital increase company plan
Capital increase
Capital increase company plan
Capital increase shareholder
contribution
702,524,469
4,652,273
Closing balance
Description
The Company's capital was increased in January 2013 by the Board of Directors' meeting held January 10, 2013,
ratifying the issuance of 147,480 new common shares, with no par value, resulting from the exercising of stock
options awarded under the Company's stock options program. The number of Company shares accordingly
changed to 578,389,212.
The Company's capital was increased in February 2013 by the Board of Directors' meeting held February 06,
2013, ratifying the issuance of 27,000 new common shares, with no par value, resulting from the exercising of
stock options awarded under the Company's stock options program. The number of Company shares
accordingly changed to 578,416,212.
The Company's capital was increased in April 2013 by the Board of Directors' meeting held April 05, 2013,
ratifying the issuance of 34,500 new common shares, with no par value, resulting from the exercising of stock
options awarded under the Company's stock options program. The number of Company shares accordingly
changed to 578,450,712.
The Company's capital was increased in May 2013 by the Board of Directors' meeting held May 08, 2013,
ratifying the issuance of 29,250 new common shares, with no par value, resulting from the exercising of stock
options awarded under the Company's stock options program. The number of Company shares accordingly
changed to 578,479,962.
On September 16, 2013 the Board of Directors' meeting ratified the Company's capital increase, as approved by
the Board of Directors' meeting on July 03, 2013, of R$ 799,999,995.15, within the authorized capital limit, as a
result of the subscription and full payment of the 124,031,007 new common registered shares with no par value.
The number of Company shares accordingly rose from 578,479,962 to 702,510,969.
The Company's capital was increased in October 2013 by the Board of Directors' meeting held October 21, 2013,
ratifying the issuance of 13,500 new common shares, with no par value, resulting from the exercising of stock
options awarded under the Company's stock options program. The number of Company shares accordingly
changed to 702,524,469.
On August 01,2014, was approved in the Board of Directors, the capital increase of the Company, as approved
by the Board of Directors held on May 05, 2014 in the amount of R $ 174,728,680.26 within the limit of
authorized capital, by reason of the subscription and payment of 137,581,638 new ordinary no par value shares.
Thus, the number of shares of the Company increased from 702,524,469 to 840,106,107. Of the total capital
increase, the amount of R $ 119,959,257.16, relating to the subscription of co-driver E.ON, was paid on May
20,2014.
42 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Common
Total
(184,211)
(184,211)
578,416,212
578,416,212
(0.3185)
(0.3185)
2013
Common
(250,901 )
578,416,212
(0.4338 )
Total
(250,901 )
578,416,212
(0.4338 )
As of June 30, 2014 and 2013 there is no material difference between the loss per basic and diluted share.
June 30
2014
December 31
2013
38,305
315,560
36,231
314,283
353,865
350,514
43 of 64
June 30
2014
December 31
2013
3,351
5,714
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The stock option plans were released in two different modalities: the primary plan, which consists of awarding
call options, resulting in the issuance of new shares by the Company or the assignment of treasury stock; and
secondary plans consisting of options offered by the shareholder Mr. Eike Batista to Company executives, which
in this case does not entail a dilution of the share capital. It is noteworthy that the most of the executives no
longer in Enevas team.
Plan
Plan 1
Plan 2
Plan 2.1
Plan 2.2
Plan 3
Plan 3.1
Plan 3.2
Plan 3.3
Plan 3.4
Plan 3.5
Date
Awarded
Vesting
period
(years)
Initial date
of maturity
11/26/2007
12/1/2010
4/27/2011
6/2/2012
11/24/2011
5/31/2012
7/10/2012
7/20/2012
8/1/2012
12/13/2012
5
7
7
7
7
7
7
7
7
7
11/26/2008
12/14/2011
4/27/2013
6/2/2013
11/24/2012
5/31/2013
7/10/2013
7/20/2013
8/1/2013
12/13/2013
Date rights
expire
Original
Amount
Awarded
(a )
Original
Strike
Price (a)
11/26/2013
12/14/2018
4/27/2020
6/2/2020
11/24/2019
5/31/2020
7/10/2020
7/20/2020
8/1/2020
12/13/2020
528,000
3,300,000
30,000
60,000
2,098,500
225,000
52,500
22,500
90,000
3,000,000
0.76
2.97
4.13
2.97
5.14
5.14
3.91
4.13
4.23
4.53
9,406,500
(a) Amounts and strike prices after the split on August 15, 2012 and split-off of CCX.
44 of 64
Strike Price
Restated by
IPCA(b)
3.93
6.01
5.85
4.45
4.70
4.79
4.98
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The table below shows the changes in the options plan in the period.
Plan awarded by the Company number of stock options
Plan 1
Plan 2
Plan 2.1
Plan 2.2
Plan 3
Plan 3.1
Plan 3.2
Plan 3.3
Plan 3.4
Plan 3.5
1,740,000
1,424,250
225,000
52,500
22,500
60,000
2,850,000
Exercised
Cancelled
(540,000)
(483,300)
(157,500)
(1,720,000)
Awarded
Expired
1,200,000
940,950
67,500
52,500
22,500
60,000
1,130,000
To determine the fair value of the options we used the Merton model (1973)2, which is a variant of the Black &
Scholes (1973)3 model which considers dividend payments. A number of assumptions were made for the model's
entry variables. Like:
To calculate the expected volatility the continuous returns from the price history of the share were used (based
on the past volatility, adjusted for changes expected due to information publicly available). The time window for
estimating the expected volatility was the same as the option's term, or the longest term available, when the
trading history of the company's share was shorter than the expected term.
The risk-free interest rate was based on public securities and interest rate curves published by BM&FBovespa.
Service conditions and performance conditions outside the market inherent to the transactions are not taken
into account when determining fair value.
2 MERTON, R. Theory of Rational Option Pricing. Bell Journal of Economics and Management Science, 4 (Spring 1973),
141-83
3 BLACK, F.; SCHOLES, M. The pricing of options and corporate liabilities. Journal of Political Economy, Chicago, v. 81, p.
637-654, 1973
45 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The table below shows the assumptions made to calculate the fair value of the options awarded by the Company:
Fair Value Assumptions
Number of exercisable options (matured)
Plan 2
Plan 2.1
Plan 2.2
Plan 3
Plan 3.1
Plan 3.2
Plan 3.3
Plan 3.4
Plan 3.5
150,000
104,550
7,500
5,250
2,250
6,000
113,000
2.87
3.45
3.98
3.68
3.71
3.74
4.11
0.09
0.05
0.08
0.11
0.11
0.10
0.11
1.23
1.23
1.23
1.23
1.23
1.23
1.23
3.93
6.01
5.85
4.45
4.70
4.79
4.98
54.2%
53.4%
44.5%
48.3%
48.7%
50.3%
52.3%
5.42%
5.63%
5.70%
5.69%
5.70%
5.70%
5.73%
298
359
27
18
23
461
(a) Calculation of the options' fair value based on the Merton model (1973)
(b) The closing price of the share ENEV3
(c) Strike prices of the options restated by the IPCA price index.
(d)
To calculate the volatility of the share the continuous returns from the price history of the share ENEV3
were used.
(e) Reference rate to adjust the SWAP contracts for the IPCA coupon disclosed by BM&FBOVESPA.
(f) A value of zero is used when the options' intrinsic value is negative.
46 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The table below shows the overall characteristics of the plan awarded by the shareholder.
Plan
Shareholder
Shareholder
Date
awarded
Vesting
period
(years)
Initial date
of maturity
Date rights
expire
Original
amount
awarded
Original
strike price
4/28/2008
4/28/2008
5
10
12/13/2008
12/13/2008
12/13/2013
12/13/2018
3,354,120
20,198,040
0.01
0.01
23,552,160
The table below consolidates the change in stock options awarded by the shareholder to
beneficiaries providing services to the Company:
Plan awarded by the Shareholder - number of stock
options
Shareholde
r Plan
2,904,812
(2,873,132)
31,680
The table below shows the assumptions made to calculate the fair value of the options awarded by the
Shareholder:
Fair Value Assumptions
Number of exercisable options (matured)
322,652
2.49
1.20
1.23
0.01
c
56.59%
11.43%
1,278
Intrinsic value R$ k
3,544
(a) Calculation of the options' fair value based on the Merton model (1973)
(b) The closing price of the share ENEV3
(c) To calculate the volatility of the share the continuous returns from the price history of the share ENEV3
were used.
(d) Reference rate to adjust the SWAP contracts for a fixed rate disclosed by BM&FBOVESPA.
47 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
23
Operating revenue
The reconciliation between the gross revenue and the net revenue recorded in the income statement for the year
is as follows:
Consolidate
d
June 30 December 31
2014
2013
Gross revenue
Minus
Sales taxes
1,202,749
1,076,078
24
656,650
(126,671)
(65,418 )
591,232
48 of 64
Parent Company
6/30/2014
(1,105)
(14,834)
(17,439)
(2,852)
(3,352)
(192)
(135)
19,249
(20,659)
6/30/2013
(905)
(12,703)
(20,361)
(2,112)
(14,902)
3
(3,923)
(1,637)
(56,540)
(20,659)
(56,540)
Consolidated
6/30/2014
(96,454)
(40,238)
(99,658)
(174,805)
(5,189)
(18,666)
111
(25,207)
(8,036)
(10,683)
(12,541)
(417,501)
14,066
(55,594)
(950,396)
(934,382)
(16,014)
6/30/2013
(44,519)
(37,957)
(48,699)
(70,882)
(14,902)
(23)
(3,578)
(2,876)
(1,218)
(125,740)
(248,339)
33,658
(249,459)
(814,532)
(730,940)
(83,616)
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
25 Financial income
The Company's financial income breaks down as follows:
Parent Company
6/30/2014
6/30/2013
Financial expenses
Debt Charges
Monetary variance
Loss on derivative transactions
Debenture interest/cost
Fair value of debentures
Financial Advisory Services
Other
Financial revenue
Short-term investments
Monetary variance
Gains (losses) on derivative transactions
Fair value of debentures
Other
Related-party income
49 of 64
Consolidated
6/30/2014
6/30/2013
(144,828)
(15,299)
(4,124)
(396)
(3,984)
(168,630)
(55,787)
(12,760)
(2,619)
(362)
(80,074)
(151,603)
(283,582)
(16,204)
(4,124)
(396)
(20,234)
(324,540)
(145,012)
(15,182)
912
(362)
(113,753)
(273,397)
2,821
22,323
4,431
156
58,975
88,707
31,431
4,012
9,031
(426)
1
44,049
11,310
25,489
4,431
1,891
22,585
65,706
17,374
4,570
9,031
(426)
2,092
32,641
(79,923)
(107,554)
(258,834)
(240,756)
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
26 - Commitments undertaken
The main commitments undertaken with suppliers of goods and services are the following:
Compa
ny
Supplier
Signat
ure
Pecm
II
Purchase of Flights/Accommodation
12/11/2
012
Pecm
II
BANCO BANKPAR SA
Supply of accommodation
12/11/2
012
Pecm
II
BRASLIMP TRANSPORTES
ESPECIALIZADOS LTDA
11/5/2
013
Pecm
II
Pecm
II
Pecm
II
5/2/20
13
7/29/2
013
3/18/2
014
COMPANHIA DE INTEGRACAO
PORTUARIA DO CEARA CEARAPORTOS
Pecm
II
COMPANHIA DE INTEGRACAO
PORTUARIA DO CEARA CEARAPORTOS
8/7/20
12
Pecm
II
E ON GLOBAL COMMODITIES SE
Supply of coal
10/2/2
013
Pecm
II
Pecm
II
Pecm
II
Pecm
II
E ON GLOBAL COMMODITIES SE
Supply of coal
1/2/20
14
1/29/2
010
9/18/2
013
1/24/2
014
Pecm
II
FORNECEDORA MAQUINAS E
EQUIPAMENTOS LTDA
8/7/20
12
Pecm
II
1/2/20
13
9/28/2
012
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Pecm
II
Connection Bay
3/6/20
14
Pecm
II
ENVIRONMENTAL COMPENSATION
Semace
9/5/20
08
Pecm
II
Pecm
II
Pecm
II
ADMINISTRATIVE SERVICES/OUTSOURCED
SERVICES CONTRACTOR
MACHINERY AND EQUIPMENT MAINTENANCE
SERVICES
Pecm
II
MONSERTEC MANUTENCAO
INDUSTRIAL LTDA
NUTRINOR RESTAURANTES DE
COLETIVIDADE LTDA
ITAQUI
MABE
Construction of UTE-EPC
ITAQUI
Tecnometal
ITAQUI
Cargotec
ITAQUI
Carbomil
ITAQUI
EMS Silvestrini
ITAQUI
Global Crossing
IT SERVICES
ITAQUI
ITAQUI
Petroleo Sabba
ITAQUI
ITAQUI
CONSULTORIA PLANEJAMENTO E
ESTUDOS AMBIENTAIS
ITAQUI
E ON GLOBAL COMMODITIES
Supply of coal
50 of 64
8/9/20
13
9/3/20
13
9/9/20
13
10/25/
2013
12/7/2
012
5/27/2
014
3/26/2
012
1/1/20
09
1/8/20
13
7/2/20
12
3/26/2
014
8/9/20
13
4/1/20
14
4/14/2
014
4/2/20
14
1/27/2
008
7/24/2
009
10/7/2
009
5/7/20
10
5/1/20
12
8/11/2
009
7/25/2
012
7/1/20
12
7/1/20
12
3/1/20
13
1/1/201
3
Term
Not
determi
ned
12/10/2
014
Not
determi
ned
5/1/201
5
5/6/201
5
12/29/2
024
Not
determi
ned
Not
determi
ned
12/31/2
014
3/31/20
14
3/31/20
14
12/31/2
014
Not
determi
ned
7/21/20
14
Not
determi
ned
4/22/2
015
5/1/201
5
2/28/2
015
10/27/2
015
7/31/20
14
Not
determi
ned
12/31/2
016
11/27/2
042
12/31/2
014
3/31/20
14
7/31/20
14
4/22/2
015
Not
determi
ned
Not
determi
ned
1/31/20
15
4/24/2
017
5/31/20
15
Indefini
te
7/31/20
14
7/6/201
3
7/6/201
5
6/30/2
014
12/9/20
12
3/24/2
014
8/31/20
14
8/31/20
15
5/31/20
14
3/31/20
14
Total
contracted
on
June 30,
2014
720
1,360
882
1,119
6,000
7,674
2,400
26,700
109,179
Balance
of
contract
June 30,
2014
Balance
of
contract
Decembe
r 31, 2013
412
416
697
853
662
882
1,083
1,119
4,216
5,249
5,284
763
1,284
1,658
9,255
9,255
54,124
1,757
854
4,800
4,153
8,500
2,000
785.596
941.364
1,871
1,440
570.9
52,001
6,950
45,283
1,263
1,737
600
732
686
1,596
218
449
786
786
285
941
388
871
586
43
175
24,366
10,589
4,150
5,632
38,754
39,592
743
1,102
107
4,163
1,365
4,826
41
7850
6112.26
1,020
1,500
1,586
534
26,955
144144
130757
20161
30000
16592
697
5275
19325
3843
904
83700
874
540
1,500
573
534
9,022
5,960
2,738
30,467
27,926
20,161
26,798
26,798
2,112
2,641
286
503
1,255
79
248
52,316
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
ITAQUI
5/20/2
013
7/21/2
013
2/1/20
13
10/1/2
013
12/5/2
013
1/1/201
4
2/25/2
014
1/1/201
4
3/18/2
014
1/1/201
4
3/20/2
014
3/20/2
014
4/7/20
14
4/1/20
14
1/22/2
014
4/17/2
014
3/24/2
014
4/16/2
014
ITAQUI
RH Global
ITAQUI
ECOSOFT
ITAQUI
OGMO
ITAQUI
MONSERTEC
ITAQUI
E ON GLOBAL COMMODITIES
Supply of coal
ITAQUI
ITAQUI
ITAQUI
Avipam
ITAQUI
J DE D S LIMA
Medical service
ITAQUI
MAQMIX
ITAQUI
ITAQUI
PROVIDA BRASIL
ITAQUI
EMAP
ITAQUI
VIP VIGILANCIA
ITAQUI
CENTRAL DE GERENCIAMENTO
AMBIENTAL TITARA S/A
ITAQUI
ITAQUI
Monitoring of groundwater.
GE International
GE Turbina e assistencia
5/30/2
011
DURO Felguera
5/30/2
011
6/1/20
11
Biotic Monitoring
8/10/2
012
CONSROD CONSTRUCOES
RODOVIARIAS LTDA ME
11/5/2
012
4/20/2
013
1/3/20
11
GASMAR
12/17/2
012
ELETRONORTE
3/21/2
013
4/4/20
13
M CARTAXO LACERDA
6/3/20
13
PARNABA GS NATURAL
1/1/201
3
BPMB PARNABA
2/1/20
13
7/24/2
013
VIP VIGILANCIA
8/10/2
013
6/18/2
013
FACULDADES CATOLICAS
3/18/2
014
M CARTAXO LACERDA
4/11/2
014
MPX ENERGIA
3/19/2
014
PSR SOLUES
3/18/2
014
EPC
WELL ENGINEERING
Brasilis Kaduna
Consultancy services
SYNERGIA
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnab
aI
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
Guimar Engenharia
EMS SILVESTRINI
RH GLOBAL CONSULTORIA E
ASSESSORIA LTDA
51 of 64
8/15/2
011
3/25/2
012
2/17/2
012
5/7/20
12
8/1/20
12
8/1/20
12
8/20/2
012
522
5/19/20
14
7/21/20
14
4/30/2
014
9/30/2
015
12/4/20
15
1/31/20
15
4/24/2
017
6/30/2
014
4/17/20
15
6/30/2
014
3/19/20
15
3/19/20
15
2/18/2
015
3/31/20
16
2/21/20
17
4/16/20
22
3/23/2
022
4/15/20
15
79
1115
697
750
6000
114746
664
480
290
420
5562
719
1449
8300
5145
90000
82000
759
1/18/20
14
397986
10/31/2
013
586827
10/31/2
013
8335
8/9/20
18
1081
6/4/201
3
2194
4/19/20
15
2718
12/31/2
013
560
12/16/2
027
57838
3/20/2
015
1881
4/3/201
5
1664
6/2/201
5
723
12/31/2
027
871917
1/31/20
28
695234
7/23/2
014
1129
8/9/20
15
1431
1/30/2
017
2121
4/17/20
17
2161
4/10/2
016
2574
3/18/20
17
790
3/17/20
17
2/2/201
4
7/30/2
013
4/16/20
13
7/6/201
3
10/31/2
013
5/31/20
14
12/19/2
013
589
913300
1578
1000
1239
20763
42206
61424
99
520
274
400
467
750
3,678
6,000
59,325
627
664
320
277
140
5,001
599
1,268
7,133
4,858
88,371
80,346
632
266,552
334,792
243,803
290,726
1,940
443
1,014
2,194
2,718
2,718
532
532
15,110
2,946
483
981
677
1,931
321
952
513,937
106,968
389,495
279,059
370
738
878
2,234
2,121
2,121
1,601
2,420
790
589
517,864
539,425
21
352
352
50
9,789
9,789
41,691
42,206
9,920
9,920
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Hidroinga Artesian Wells
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba II
UTE
Parnaba
III
UTE
Parnaba
III
11/30/
2012
3/21/2
013
3/18/2
013
5/21/2
013
7/24/2
013
10/15/
2013
9/1/20
13
9/1/20
13
1/1/201
4
1/1/201
4
1/1/201
4
4/11/2
014
3/17/2
014
RH GLOBAL
LBB TRANSPORTE
Guimar Engenharia
Engineering consultancy
STEAG Energy
Engineering consultancy
E M S Silvestrini
VIP Vigilncia
Biota Projetos
M Cartaxo R Lacerda
Bripaza Construes
EPC
3/28/2
013
CMI CONSTRUES
ELECTRICAL CONNECTION
10/1/2
013
3605
4/29/2
014
6/30/2
014
7/17/20
14
5/20/2
014
7/23/2
014
5/16/20
14
2/29/2
016
2/29/2
016
4/3/201
5
8/9/20
15
8/9/20
18
4/10/2
016
7/16/20
14
12162
2032
4568
1948
104
509
101
3,736
188
265
427
1,851
313
960
1,300
1841
3040
6504
836
998
551
2114
2433
4/30/2
014
8916
5/20/2
014
3250
4,843,228
1,219
2,512
2,121
4,748
648
739
760
916
522
425
1,967
1,529
877
3,099
759
3,250
2,516,699
1,896,510
(*)
The environmental compensation amounts are being included as and when the construction costs are
incurred.
(**)
Refers to the purchase and sale of energy from several suppliers and with several clients for the period
between 2014 and 2024, subject to fixed prices and volumes. These purchase and sale prices are not
therefore subject to changes in the energy sector.
52 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
27 Insurance Coverage
It is the policy of the Company and its direct and indirect subsidiaries to take out insurance coverage for the
assets subject to risk at amounts considered by management sufficient to cover any incidents, considering the
nature of their activity and policies of civil liability of directors, as legal representatives. The policies are in force
and the premiums have been paid. The company considers its insurance coverage is consistent with other
companies of similar sizes operating in the sector.
As of June 30, 2014 and December 31, 2013, the main risks covered are:
Consolidated
Material damages
Civil liability and D&O
53 of 64
June
2014
December
31
2013
11,534,402
249,000
12,432,201
269,000
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
28
Segment reporting
Segment information should be prepared in accordance with CPC 22 (Segment reporting), equivalent of IFRS 8,
and should be presented with respect to the Company and its subsidiaries' business that was identified based on
its management structure and on internal management reporting, provided to the main manager for decisiontaking purposes.
Company Management takes its decisions based on three core business segments: energy generation, supplies
and corporate, which are subject to risks and remuneration managed by centralized decisions.
The current activity is managed by a main manager, who allocates and evaluates the operational segment's
performance. In the case of the Company, this manager is the CEO.
As the ventures move forward, Management aims to re-evaluate business segments to provide the market with
real and quantitative information.
30/06/2014
Eliminations
and
adjustments
Total
consolidated
10.451.510
2.826.729
8.400.491
348.716
460.597
460.591
764.446
12.011
87.779
87.773
87.773
214.205
214.205
214.205
214.205
Securities
Inventory
66.729
66.729
66.729
66.729
20.722
20.722
20.722
20.722
Secured deposits
39
39
39
39
Electricity
Generation
Supplies
Corporate
6.018.243
4.736.904
410.104
75.755
Held-for-trading assets
Other current assets
Other
303.913
303.913
32.693
32.753
71.123
71.123
71.065
Non-current
Long-term
5.608.139
4.388.188
9.990.913
2.366.138
7.636.046
Related parties
21.602
1.164.283
1.185.885
601.524
771.773
24.617
24.617
24.617
24.617
218.992
218.992
218.992
218.992
8.602
8.602
8.602
8.602
Secured deposits
171.081
171.081
171.081
171.081
(15.981)
296.879
280.898
(277)
(217)
2.904.469
2.904.469
1.175
1.230.385
4.992.974
11.332
5.004.912
5.004.609
Intangible assets
188.834
2.624
191.458
1.346.447
206.204
Deferred charges
6.022
(6.022)
Deferred taxes
Gains on derivative transactions
Investments
Property, plant and
equipment
54 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
30/06/2014
Other
Eliminations
and
adjustments
Total
consolidated
4.736.906
10.761.446
11.189.053
8.400.491
2.107.631
3.659.100
3.659.090
3.659.090
1.052.038
2.091.183
3.143.222
3.143.222
3.143.222
345.855
4.860
350.717
350.716
350.716
Related parties
(1)
(0)
(0)
Debentures
153.554
11.588
165.162
165.152
165.152
Non-current
Noncurrent liabilities
2.393.263
218.227
2.612.478
2.297.362
2.217.206
1.775.822
172.495
1.948.317
1.948.317
1.948.317
Deferred taxes
11.694
11.694
11.694
11.694
Related parties
603.488
44.663
649.140
338.282
258.126
Debentures
2.258
1.069
3.327
(931)
(931)
253.857
126.929
2.079.211
2.411.048
4.489.868
4.978.744
2.397.267
Eliminations
and
adjustments
Total
consolidated
Electricity
Generation
Supplies
Corporate
6.023.921
Current
1.551.448
30/06/2014
Electricity
generation
Supplies
Corporate
832.244
832.244
1.076.078
(737.871)
(737.871)
(934.382)
(934.382)
(12.991)
(0)
(41.613)
(54.616)
(56.750)
(56.750)
18.735
20.953
39.689
(20.234)
38.906
(83.628)
(83.628)
111
(40.751)
(116.907)
(1)
(79.923)
(196.831)
(258.834)
(5.633)
(5.633)
(5.276)
Noncontrolling interest
(3.201)
(3.202)
(25.625)
(1)
(184.211)
(209.848)
Other
Statement of income
Net operating revenue
Cost of Goods and/or Services sold
Operating expenses
Other operating income
Equity in net income of subsidiaries
Financial income
55 of 64
(3.202)
(1.011.255)
(184.211)
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Eliminations
and
adjustments
Total
generation
Supplies
Corporate
Other
8,056,566
5,317
4,751,985
313
Current
596,950
477
141,242
10
747,842
166,960
294,396
457
110,156
10
277,583
294,396
Non-current
Long-term
Related parties
CCC subsidy receivable
Deferred taxes
Gains on derivative
transactions
Secured deposits
Other noncurrent assets
78,376
30,802
26,416
19
4,171
38
26,878
7,459,616
4,840
4,610,742
24,418
24,617
302,327
118,606
(15,175 )
6,805,744
Intangible assets
195,653
Deferred charges
3,427
9,689,212
78,376
30,802
21
Investments
Property, plant and equipment
(3,149,193 )
consolidated
773
4,171
38
62,477
(3,149,193 )
8,941,310
1,249,669
(746,067 )
528,019
24,617
302,327
214,734
(206,528 )
118,606
(6,947 )
3,130,978
(2,189,125 )
941,853
12,634
303
303
6,819,454
2,727
213,381
4,046
(7,473 )
December 31, 2013
Energy
Eliminations
and
adjustments
Total
Generation
Supplies
Corporate
Other
8,065,730
5,317
4,751,987
313
Current
1,398,839
1,580,010
10
2,978,859
845,930
327,743
1,562,211
3,473
2,408,142
331,216
225,165
112
14,215
10
703,232
501
56 of 64
9,689,212
(1 )
4,156,224
3,146,961
9,591
995,147
22
112
239,389
(723,499 )
655,417
22
4,524
34,489
5,239
501
8,087
(722,438 )
(1,060 )
Noncontrolling shareholders
Shareholders' equity
(3,134,135 )
consolidated
123,633
2,510,668
5,295
2,468,744
(198 )
(2,534,268 )
4,136,479
3,802,378
9,591
307,720
5,239
11,551
123,633
2,450,242
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
December 31, 2013
Energy
Generation
Supplies
Corporate
Other
Eliminations
and
adjustments
Total
consolidated
Statement of income
Net operating revenue
Cost of goods and/or services
sold
1,438,831
1,438,831
(1,506,234 )
(812 )
Operating expenses
(43,375 )
(12 )
(24,839 )
(123,701 )
(173 )
(14,403 )
(167,261 )
557
(469,179 )
(285,315 )
103,248
Noncontrolling
interest
Net Income/Loss for the period
(1,507,046 )
1,729
(315,957 )
32
(220,773 )
(153,012 )
(40 )
(506,096 )
(114,400 )
(11,152 )
238
(554 )
(38,684 )
1,966
(942,456 )
(212 )
557
(942,455 )
Geographic data
The four segments described above are located in three different geographical areas, as summarized below:
The North and North-east System consists of the plants of Itaqui Gerao de Energia S.A., Porto do Pecm
Gerao de Energia S.A., Pecm II Gerao de Energia S.A., Parnaba Gerao de Energia S.A., Parnaba II
Gerao de Energia S.A., Parnaba III Gerao de Energia S.A., Parnaba IV Gerao de Energia S.A., Parnaba
V Gerao de Energia S.A., Tau Gerao de Energia Ltda., Tau II Gerao de Energia Ltda. and Amapari
Energia S.A.
The coal-fired Itaqui thermal power plant is located in the proximity of Itaqui, in Maranho state. It has an
energy generation capacity of 360 MW and has energy sale orders from 2012.
The pulverized coal-fired power plants Porto do Pecm Gerao de Energia S.A. and Pecm II Gerao de
Energia S.A. are located in the region of Porto do Pecm, Cear state, with installed capacity of 720 MW and 360
MW respectively.
Tau and Tau II are also located in the state of Cear, and are solar energy generation companies with an
environmental license for the joint generation of 5 MW each, where two 1-MW plants have already been built.
Amapari, an Independent Energy Producer (PIE) in the insulated system, is a diesel fuel thermal power plant
located in the municipality of Serra do Navio, Amap state, with an installed capacity of 23 MW.
57 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
The Parnaba complex, a natural gas thermal power plant, is strategically located in block PN-T-68 of the
Parnaba Basin, in Maranho state. The venture has been licensed by the Maranho State environment
Department (SEMA) and has a forecast total capacity of 3,722 MW. The five Parnaba companies are located in
this complex.
The Seival Sul mine, located in the municipality of Candiota, Rio Grande do Sul state, has proven reserves of 152
million tons of coal. The thermoelectric ventures of Sul Gerao de Energia and UTE Seival are going to be built
in this area. These power plants will have an installed capacity of 727 MW and 600 MW respectively, and will
guarantee the supply of fuel for 30 years by integrating with the Seival Sul mine.
29 Subsequent Events
The partial sale of Pecm II was completed on July 14, 2014. This sale is part of a set of measures implemented
by the Company to obtain additional funds and bolster its capital structure, which involves restructuring its
debt and the capital increase of up to R$ 1.5 billion, as stated in the Press Release.
As a result of the partial sale of Pecm II, ENEVA received approximately R$ 400 million for 50% of the shares
issued by Pecm II and the assignment of part of the credits related to an intercompany loan originally
awarded by ENEVA to Pecm II.
Following the completion of the partial sale of Pecm II, ENEVA and E.ON became shareholders, each with a
50% interest, of a specific purpose entity, which holds all of the shares issued by Pecm II.
Under the transaction, the parties awarded call options for the remaining 50% of Pecm II.
Capital increase
On August 01, 2014 Eneva S.A. ratified the increase in the Company's share capital of R$ 174,728,680.26, due
to the subscription and payment of 137,581,638 new common shares, under the capital increase approved on
May 09, 2014.
Amongst the shareholders sharing the Company's control, E.ON now holds approximately 42.9% of the share
capital, and Mr. Eike Batista now holds approximately 20.0%. The Shareholders' Agreement between E.ON
and Mr. Eike Batista is still in force and has not been affected by the capital increase.
Banco Citibank S.A. ("Citi") subscribed approximately R$ 42 million under the capital increase, funds used
entirely to pay early part of the principal of the debt taken out by the Company from the financial institution,
in accordance with the terms and conditions agreed by the parties.
The capital increase, less Citi's subscription, and the partial sale of the thermoelectric power plant Pecm II, as
described above, represent a capital contribution of approximately R$ 540.7 million. These events constitute
the first steps of ENEVA's stabilisation plan, as announced in the press release dated May 12, 2014.
58 of 64
Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
On July 18, 2014 Eneva S.A, informed its shareholders and the market in general that ANEEL - Brazilian
Electricity Regulatory Agency postponed the deadline to August 18, 2014 to continue discussions with the
Company regarding the proposed adjustment the obligations of power supply by Parnaba Thermoelectric
Plant II ("Parnaba II" or "Plant"). The payment of any fee related to delay the commencement of commercial
operation Parnaba II remains suspended until the date given.
On August 5, 2014, continuing the Notice to the Market on June 18, 2014, informs its shareholders and the
market in general that on board meeting held today, ANEEL - Brazilian Electricity Regulatory Agency rejected
the proposal presented by the Company for adequacy of power supply obligations by TPP Parnaba II
("Parnaba II" or "Plant"). On that occasion, the board of Aneel provided the Parnaba II filing a revised
proposal with adjustments to the initial proposal presented by Eneva.
The terms and conditions proposed by Aneel comprise the following items:
The completion of the construction of Parnaba II until December, 2014;
The postponement of the start date of the Power Purchase Agreements (PPAs) in the Regulated Market to
July 1st, 2016, or the date when the plant is granted authorization for commercial operation, whichever
occurs first;
A penalty amounting to a total of R$ 310 million to be paid in instalments through the reduction in annual
fixed revenues over the term of plants PPAs; and
Renewal of execution guarantees in the amount of R$ 60 million until July, 2016.
Additionally, the company should commit to close the cycle of the four gas turbines of the Parnaba I thermal
power plant in up to five years, subject to certain conditions precedent, including the sale of energy in the
regulated market and the ability to secure long-term financing for the project.
The company considers that the parameters indicated by Aneel on the board meeting today are close to the
minimum conditions needed to maintain the economic feasibility of the Parnaba II project. The agency
rejected the previous proposal submitted by ENEVA and provided the company the possibility to present an
adjusted proposal.Ratification of a final agreement with Aneel will also consider a satisfactory development of
ongoing commercial discussions with Parnaba Gs Natural (PGN) in the next few days.
ENEVA and PGN are working together in order to optimize the natural gas production considering the current
high thermoelectric dispatch scenario in Brazil, including, among other measures, managing existing wells,
drilling additional ones and accelerating production at other discovered fields, which approved for commercial
production by ANP Brazils National Oil, Gas and Biofuels Regulatory Agency.
Additionally, the Company informs that the PGN filed a lawsuit against the Parnaba I Power Generation SA ("I
Parnaba") requiring the submission of bank guarantees to cover their financial obligations under the Gas
Supply Agreement and the Lease Agreement Drive Capacity Gas Treatment. a preliminary injunction was
denied by a lower court judge on July 1, 2014 the PGN then appealed to the Court of Rio de Janeiro, which also
denied the request for an injunction on 16 July 2014 Eneva and Parnaba I are discussing alternatives to the
commercial PGN outside the court.
*
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Eneva S.A.
(Publicly held company)
Management notes to the quarterly information
as of June 30, 2014
In thousands of reais, unless stated otherwise
Board of Directors
Jorgen Kildahl (Chairman)
Keith Plowman
Stein Dale
Adriano Carvalhdo Castello Branco Gonalves
Ronnie Vaz Moreira
Luiz do Amaral de Frana Pereira
Ricardo Luiz de Souza Ramos
Luiz Fernando Vendramini Fleury
Executive Board
Fbio H. Bicudo (CEO and Investor Relations Officer)
Frank Possmeier (Officer)
Accountant
Ana Paula Vergetti Diniz
CRC 087040/O-9
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