UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13A-16 OR15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2020
Commission File Number:1-15224
Energy Company of Minas Gerais
(Translation of Registrant’s Name Into English)
Avenida Barbacena, 1200
30190-131 Belo Horizonte, Minas Gerais, Brazil
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule12g3-2(b): N/A
Index
Forward-Looking Statements
This report contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Actual results could differ materially from those predicted in such forward-looking statements. Factors which may cause actual results to differ materially from those discussed herein include those risk factors set forth in our most recent Annual Report on Form20-F filed with the Securities and Exchange Commission. CEMIG undertakes no obligation to revise theseforward-looking statements to reflect events or circumstances after the date hereof, and claims the protection of the safe harbor forforward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG | ||
By: | /s/ Maurício Fernandes Leonardo Jr. | |
Name: Maurício Fernandes Leonardo Júnior Title: Chief Finance and Investor Relations Officer |
Date: January 6, 2020
1. MARKET NOTICE DATED NOVEMBER 11, 2019: REPLY TO B3 INQUIRY LETTER1003/2019-SLS OF NOVEMBER 11, 2019
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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
LISTED COMPANY – CNPJ17.155.730/0001-64 – NIRE 31300040127
MARKET NOTICE
Reply to B3 Inquiry Letter1003/2019-SLS, of November 11, 2019
Inquiry by B3
Cia. Energética de Minas Gerais – CEMIG
To Mr. Maurício Fernandes Leonardo Júnior
Chief Investor Relations Officer
Subject:Request for information on news media report
Dear Sirs,
A report published by the newspaperValor Econômico on November 11, 2019, under the headline “Cemig decides not to buy stake held by Light in Renova” states, among other matters, that Cemig has decided not to exercise its right of first refusal in the sale of the equity interest held byLight inRenova Energia, which is in the process of Judicial Recovery.
We request information/explanations on the item indicated, by November 12, 2019, including your confirmation of it or otherwise, and also any other information that is considered to be important.
Reply by CEMIG
Dear Ms. Ana Lucia da Costa Pereira,
Issuer Listing and Supervision Management Unit
B3 S.A. – Brasil, Bolsa, Balcão
Cemig (Companhia Energética de Minas Gerais) (‘Cemig’ or ‘the Company’), in response to Official Inquiry Letter1003/2019-SLS, of November 11, 2019, reports that in the Board Meeting held on November 8, 2019, no decision was made on immediate exercise of the right of first refusal, or of joint sale, in relation to the equity interest held by Light in Renova Energia.
Under the Stockholders’ Agreement of Renova Energia, the period for this expires on November 13, 2019.
Cemig takes this opportunity to reiterate its commitment to transparency and best market practices in communication with the market, when applicable law and regulations so require.
Belo Horizonte, November 11, 2019.
Daniel Faria Costa
Acting Chief Finance and Investor Relations Officer
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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2. MARKET NOTICE DATED NOVEMBER 11, 2019: RESIGNATION OF BOARD MEMBER
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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
LISTED COMPANY – CNPJ17.155.730/0001-64 – NIRE 31300040127
MARKET NOTICE
Resignation of board member
As part of its commitment to best corporate governance practices and in accordance with Article 151 of Law 6404 of December 15, 1976 as amended, Cemig (Companhia Energética de Minas Gerais – listed with securities traded on the exchanges of São Paulo, New York and Madrid) –hereby informsthe publicas follows:
• | On November 9, 2019 Cemig received fromRenata Bezerra Cavalcanti a letter of resignation from membership of the Board of Directors. |
Belo Horizonte, November 11, 2019
Daniel Faria Costa
Acting Chief Finance and Investor Relations Officer
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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3. MARKET ANNOUNCEMENT DATED NOVEMBER 13, 2019: REPLY TO CVM INQUIRY LETTER338/2019-CVM/SEP/GEA-1 OF NOVEMBER 12, 2019
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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
LISTED COMPANY – CNPJ17.155.730/0001-64
MARKET ANNOUNCEMENT
Reply to CVM Inquiry Letter338/2019-CVM/SEP/GEA-1, of Nov. 12, 2019
Question asked by the Brazilian Securities Commission (CVM)
Cia. Energética de Minas Gerais – CEMIG
To Mr. Maurício Fernandes Leonardo Júnior
Chief Investor Relations Officer
Subject:Request for information on news report
Dear Sir,
We refer to the news item published on October 9, 2019, in the newspaperValor Econômico, in theEmpresas section, under the headline:
“Cemig creates subsidiary to operate in solar generation”.
We request information/explanations on this item, by November 12, 2019, including your confirmation of it or otherwise, and also any other information that is considered to be important. The report contains the following statements:
“ | Cemig plans to invest approximately R$ 300 million by 2020 in the construction of solar electricity generation plants in Minas Gerais. The project will be part of a new distributed generation company which has been given the name of Cemig S!M, the creation of which was announced yesterday in Belo Horizonte. The company will have 49% of the plants and the private group Mori Energia will have 51%. |
The announcement of the new company takes place on the eve of the governor of Minas Gerais state, Cemig’s controlling stockholder, announcing a plan for privatizations. The plan is expected to include the sale of Cemig, which is currently controlled by the State of Minas Gerais.
Cemig S!M is the result of bringing together two other companies of the group, Cemig GD and Efficientia. In all there will be 32 solar plants, nine already planned to start operating by the end of the year, and the rest early in 2020. They will be installed in the North andNorth-west Regions of the state of Minas, spread over 17 municipalities.
With estimated total installed generation capacity of 150 MW, the plants are expected to generate 300 gigawatt-hours per year. The clients, in the first phase, will be commercial and industrial companies using supply at low voltage, and will be able to save up to 18% on their purchases of energy.
By the end of the year, the investment planned by Cemig S!M is approximately R$ 200 million, possibly rising to R$ 300 million – of a total likely to be around R$ 600 million. The first part of these funds of Cemig will come from the company’s own cash position, but the directors of the company are already discussing future credit lines with banks – public and private.
We request a statement by the company on the truthfulness of this report, and if it is true, reasons why Cemig believed that this was not a matter for a Material Announcement, and also commentaries on other information considered important on the subject.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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Reply by CEMIG
Dear Ms. Nilza Maria Silva de Oliveira,
Company Monitoring Management Unit 1
In response to Official Inquiry Letter338/2018-SAE, of November 12, 2019, Cemig (Companhia Energética de Minas Gerais) (‘Cemig’ or ‘the Company’), informs you that on October 8, 2019 the brand name Cemig S!M was launched, a trading name under which twopre-existing wholly-owned subsidiaries of Cemig operate: Cemig Geração Distribuída S.A. (‘Cemig GD’) and Efficientia S.A. (‘Efficientia’).
It is important to point out that no new company has been created arising from bringing together these two existing companies of the group: Cemig GD and Efficientia.
The Company further explains that, as published in item 10.8 of its 2019 Reference Form, cash injections of R$ 261.6 million are planned for the period 2019–2021, almost the entirety of this allocated for acquisition of assets already existing, especially distributed generation assets.
Thus, it can be seen that, as of today’s date, there has been no fact or event which, in the light of CVM Instruction 358/2002, could justify publication to the market of a Material Announcement about this subject.
Cemig takes this opportunity to reiterate its commitment to transparency and best market practices in communication with the market.
Belo Horizonte, November 13, 2019
Daniel Faria Costa
Acting Chief Finance and Investor Relations Officer
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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4. MARKET NOTICE DATED NOVEMBER 13, 2019: NO CHANGE IN CEMIG GT’S EQUITY INTEREST IN RENOVA
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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
LISTED COMPANY – CNPJ17.155.730/0001-64 – NIRE 31300040127
MARKET NOTICE
No change in Cemig GT’s equity interest in Renova
In accordance with its commitment to best corporate government practices,Cemig (Companhia Energética de Minas Gerais –listed with securities traded on the stock exchanges of São Paulo, New York and Madrid) –hereby informsthe CVM (the Brazilian Securities Commission), the São Paulo stock exchange (B3) and the public in generalas follows:
Pursuant to the information contained in the Material Announcement published on October 15, 2019, Cemig’s wholly-owned subsidiaryCemig Geração e Transmissão S.A. (‘Cemig GT’) has decided not to make any change in its stockholding interest inRenova Energia S.A. (‘Renova’).
Cemig takes this opportunity to reaffirm its commitment to transparency and best practice in publication of information to the market.
Belo Horizonte, November 13, 2019.
Daniel Faria Costa
Acting Chief Finance and Investor Relations Officer
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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5. 3Q19 RESULTS – EARNINGS RELEASE
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PUBLICATION OF RESULTS
CEMIG REPORTS 3Q19
ADJUSTED EBITDA: R$ 984 MN
Highlights of 3Q19:
◾ | Provision expense ofR$ 1,182,613, for legal action on social security contributions. |
◾ | Capital gain on sale and restatement of holding: netR$ 224,067(gross valueR$309,144). |
Indicators – GWh | 3Q19 | 3Q18 | % | |||||||||
Electricity sold (excluding CCEE) | 13,965 | 14,185 | -1.55 | |||||||||
Total energy carried | 4,898 | 4,870 | 0.57 | |||||||||
Indicators – R$ ‘000 | 3Q19 | 3Q18 | % | |||||||||
Sales on CCEE | 9,811 | 29,157 | -66.35 | |||||||||
Net debt | 13,613,445 | 13,691,017 | -0.57 | |||||||||
Gross revenue | 9,179,829 | 9,672,241 | -5.09 | |||||||||
Net revenue | 6,070,786 | 6,252,282 | -2.9 | |||||||||
Ebitda (IFRS) | 110,281 | 902,311 | -87.78 | |||||||||
Adjusted Ebitda | 983,750 | 902,311 | 9.03 | |||||||||
Net profit | -281,834 | 244,540 | — | |||||||||
Ebitda margin | 1.81 | % | 14.43 | % | -12.62 p.p. |
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Conference call
Publication of 3Q19 results
Webcast and Conference call
Monday, November 18, 2019, at 2:00 PM (Brasília time)
The transmission will have simultaneous translation in English and can be seen by Webcast, at http://ri.cemig.com.br, or through conference call on:
+ 55 (11) 2188-0155 (1st option) or
+ 55 (11) 2188-0188 (2nd option)
Password: CEMIG
Playback of Video Webcast: http://ri.cemig.com.br Click on the banner and download. Available for 90 days. | Conference call – Playback: Tel:(+55-11) 2188-0400 Password: CEMIG Português Available from Nov. 18 to Nov. 24, 2019 |
Cemig Investor Relations
http://ri.cemig.com.br/
ri@cemig.com.br
Tel.: +55 (31) 3506-5024
Fax: +55 (31) 3506-5025
Cemig’s Executive Investor Relations Team
◾ | Chief Finance and Investor Relations Officer |
Maurício Fernandes Leonardo Júnior
◾ | General Manager, Investor Relations |
Antônio Carlos Vélez Braga
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Summary
CONFERENCE CALL | 12 | |||
CEMIG INVESTOR RELATIONS | 12 | |||
CEMIG’S EXECUTIVE INVESTOR RELATIONS TEAM | 12 | |||
SUMMARY | 13 | |||
DISCLAIMER | 14 | |||
OUR SHARES | 14 | |||
CEMIG’S LONG-TERM RATINGS | 15 | |||
PROFIT AND LOSS ACCOUNTS | 16 | |||
3Q19 RESULTS | 17 | |||
CEMIG’S CONSOLIDATED ELECTRICITY MARKET | 18 | |||
THE ELECTRICITY MARKET OF CEMIG D | 20 | |||
PHYSICAL TOTALS OF TRANSPORT AND DISTRIBUTION – MWH | 22 | |||
THE ELECTRICITY MARKET OF CEMIG GT | 22 | |||
SUPPLY QUALITY INDICATORS – DECI AND FECI | 23 | |||
CONSOLIDATED OPERATIONAL REVENUE | 23 | |||
TAXES AND CHARGES REPORTED AS DEDUCTIONS FROM REVENUE | 26 | |||
OPERATING COSTS AND EXPENSES | 26 | |||
DEFAULT | 29 | |||
SHARE OF PROFIT (LOSS) OF ASSOCIATES AND JOINT VENTURES, NET | 29 | |||
FINANCIAL REVENUE (EXPENSES) | 30 | |||
EBITDA | 31 | |||
DEBT | 32 | |||
COVENANTS – EUROBONDS | 33 | |||
PROFIT AND LOSS ACCOUNTS SEGREGATED BY SEGMENT – 9M19 | 34 | |||
APPENDICES | 35 | |||
CAPEX | 35 | |||
SOURCES AND USES OF POWER – BILLED MARKET | 36 | |||
PLANTS | 38 | |||
RAP (PERMITTED ANNUAL REVENUE – TRANSMISSION) –2019-20 CYCLE | 39 | |||
CEMIG D – TABLES (R$ MN) | 40 | |||
CEMIG GT – TABLES (R$ MN) | 41 | |||
TABLES – CEMIG CONSOLIDATED (R$ MILLION) | 42 |
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Disclaimer
Certain statements and estimates in this material may represent expectations about future events or results, which are subject to risks and uncertainties that may be known or unknown. There is no guarantee that the events or results will take place as referred to in these expectations.
These expectations are based on the present assumptions and analyses from the point of view of our management, in accordance with their experience and other factors such as the macroeconomic environment, market conditions in the electricity sector, and expected future results, many of which are not under Cemig’s control.
Important factors that could lead to significant differences between actual results and the projections about future events or results include Cemig’s business strategy, Brazilian and international economic conditions, technology, Cemig’s financial strategy, changes in the electricity sector, hydrological conditions, conditions in the financial and energy markets, uncertainty on our results from future operations, plans and objectives, and other factors. Due to these and other factors, Cemig’s results may differ significantly from those indicated in or implied by such statements.
The information and opinions herein should not be understood as a recommendation to potential investors, and no investment decision should be based on the veracity, currentness or completeness of this information or these opinions. None of Cemig’s professionals nor any of their related parties or representatives shall have any liability for any losses that may result from use of the content of this material.
To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could give rise to different results from those estimated by Cemig, please consult the section on Risk Factors included in the Reference Form filed with the Brazilian Securities Commission (CVM) – and in the20-F form filed with the U.S. Securities and Exchange Commission (SEC).
Our shares
Security | Ticker | Currency | September 2019 | Close of 2018 | Change in 9M19, % | |||||||||||||
Cemig PN | CMIG4: | R$ | 14.33 | 13.43 | 6.70 | % | ||||||||||||
Cemig ON | CMIG3: | R$ | 15.90 | 14.65 | 8.56 | % | ||||||||||||
ADR PN | CIG | US$ | 3.39 | 3.45 | -1.74 | % | ||||||||||||
ADR ON | CIG.C | US$ | 3.77 | 3.83 | -1.70 | % | ||||||||||||
Ibovespa | IBOV | — | 104,745 | 87,887 | 19.18 | % | ||||||||||||
Power industry index | IEEX | — | 68,122 | 49,266 | 38.27 | % |
Source: Economática – Adjusted for corporate action, including dividends.
Trading volume in Cemig’s preferred shares (CMIG4) in 9M19 was R$ 27.61 billion, of which R$ 8.78 billion was traded in the third quarter, corresponding to a daily average of R$ 135.09 million – 95.86% higher than in 3Q18. Trading volume in the Company’s common shares in 9M19 was R$ 5.46 billion, with daily trading volume of R$ 24.83 million. Cemig’s shares, by volume (aggregate of common (ON) and preferred (PN) shares), were the second most liquid in Brazil’s electricity sector in the period, and among the most traded in the whole Brazilian equity market.
On the New York Stock Exchange the volume traded in ADRs for Cemig’s preferred shares (CIG) in full-year 2019 was US$2.96 billion – reflecting recognition by the investor market of Cemig as a global investment option.
14
The Ibovespa index of the São Paulo Stock Exchange (B3) was up 19.18% in the 9M19, closing September at 104,745 points. Cemig’s shares also rose in market price in the half-year: the common (ON) shares rose 8.56%, in 9M19, and the preferred (PN) shares rose 6.70%. In New York the ADRs for Cemig’s common shares were down 1.70% over the nine months, and the ADRs for the preferred shares were down 1.74%.
Cemig’s long-term ratings
This table shows long-term credit risk ratings and outlook for Cemig’s companies as provided by the principal rating agencies:
Brazilian rating:
Cemig | Cemig D | Cemig GT | ||||||||||
Agency | Rating | Outlook | Rating | Outlook | Rating | Outlook | ||||||
Fitch | A+(bra) | Stable | A+(bra) | Stable | A+(bra) | Stable | ||||||
S&P | brA+ | Stable | brA+ | Stable | brA+ | Stable | ||||||
Moody’s | Baa1.br | Positive | Baa1.br | Positive | Baa1.br | Positive |
Global rating:
Cemig | Cemig D | Cemig GT | ||||||||||
Agency | Rating | Outlook | Rating | Outlook | Rating | Outlook | ||||||
Fitch | BB- | Stable | BB- | Stable | BB- | Stable | ||||||
S&P | B | Stable | B | Stable | B | Stable | ||||||
Moody’s | B1 | Positive | B1: | Positive | B1 | Positive |
Ratings of Eurobonds:
Cemig | Cemig GT | |||||||
Agency | Rating | Outlook | Rating | Outlook | ||||
Fitch | B+ | Positive | B+ | Positive | ||||
S&P | B | Stable | B | Stable |
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Adoption of IFRS
The results presented below are prepared in accordance with Brazilian accounting rules, which now embody harmonization to IFRS (International Financial Reporting Standards). In thousands of Reais (R$ ’000).
PROFIT AND LOSS ACCOUNTS
Consolidated – R$’000 | 3Q19 | 3Q18 | % | |||||||||
GOING CONCERN OPERATIONS | ||||||||||||
Revenue | 6,070,786 | 6,252,282 | (2.93 | ) | ||||||||
OPERATING COSTS | ||||||||||||
Personnel | (304,350 | ) | (308,141 | ) | (1.23 | ) | ||||||
Employees’ and managers’ profit shares | 14,572 | (94 | ) | — | ||||||||
Post-retirement obligations | (105,397 | ) | (80,931 | ) | 30.23 | |||||||
Materials | (20,450 | ) | (40,713 | ) | (49.77 | ) | ||||||
Outsourced services | (307,976 | ) | (262,489 | ) | 17.33 | |||||||
Electricity purchased for resale | (3,034,108 | ) | (3,493,463 | ) | (13.15 | ) | ||||||
Depreciation and amortization | (244,023 | ) | (207,804 | ) | 17.43 | |||||||
Operating provisions | (1,297,043 | ) | (134,799 | ) | 862.21 | |||||||
Charges for use of the national grid | (376,216 | ) | (332,323 | ) | 13.21 | |||||||
Gas bought for resale | (375,140 | ) | (341,445 | ) | 9.87 | |||||||
Infrastructure construction costs | (341,503 | ) | (208,563 | ) | 63.74 | |||||||
Other operating expenses, net | (94,741 | ) | (111,533 | ) | (15.06 | ) | ||||||
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TOTAL COST | (6,486,375 | ) | (5,522,298 | ) | 17.46 | |||||||
Share of profit (loss) of associates and joint ventures, net | 57,780 | (49,753 | ) | — | ||||||||
Operational profit before financial revenue (expenses) and taxes | (357,809 | ) | 680,231 | — | ||||||||
Finance income | 618,975 | 362,795 | 70.99 | |||||||||
Finance expenses | (852,766 | ) | (695,493 | ) | 22.61 | |||||||
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Pre-tax profit | (591,600 | ) | 347,533 | — | ||||||||
Current and deferred income tax and Social Contribution tax | 85,699 | (117,269 | ) | — | ||||||||
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Profit for the period from going concern operations | (505,901 | ) | 230,264 | — | ||||||||
Profit for the period from discontinued operations | 224,067 | 14,276 | 1,469,54 | |||||||||
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NET PROFIT (LOSS) FOR THE PERIOD | (281,834 | ) | 244,540 | — | ||||||||
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3Q19 Results
Cemig reports a net loss for 3Q19 of R$ 281,834, which compares with net profit of R$ 244,540 in 3Q18.
There were several major items in the 3Q19 result:
◾ | Recognition of a contingency of R$ 1,182,613 for a legal action relating to payment of profit shares. |
◾ | A net gain of R$ 224,067 resulting from the sale of control of Light. |
Social Security contributions on profit sharing payments
The Brazilian tax authority (Receita Federal) opened administrative and court proceedings against the Company, relating to social security contributions on the payment of profit shares to its employees over the period 1999 to 2016, alleging that the Company did not comply with the requirements of Law 10,101/2000, arguing that it did not previously establish clear and objective rules for the distribution of these amounts. In August 2019, the Regional Federal Court of the First Region published a decision against the Company on this dispute. As a result the Company, based on the opinion of its legal advisers, reassessed the chances of loss on this action from ‘possible’ to ‘probable’ for certain amounts paid as profit sharing.
The total of the contingencies is approximately R$ 1,434,023 (R$ 1,264,460 on December 31, 2018), of which R$ 1,182,613 has been provisioned – the amount estimated to settle these disputes.
Consolidated | Cemig D | Cemig GT | ||||||||||
Provision | 1,182,613 | 763,728 | 258,625 | |||||||||
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Current and deferred income tax and Social Contribution tax | -320,301 | -196,895 | -79,373 | |||||||||
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Effect on net income | 862,312 | 566,833 | 179,252 | |||||||||
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Disposal of equity interest Light
On July 17, 2019, together with the public offering of shares by Light, the Company sold 33,333,333 shares that it held in that investee, at the price per share of R$ 18.75, in the total amount of R$ 625,000. The capital gain net of taxes arising from this transaction was R$ 72,866.
Additionally, with completion of the public offering of shares by Light, the Company’s equity interest in the total capital of this investee was reduced from 49.99% to 22.58%. This limited its right of voting in meetings of stockholders, and consequently its capacity to direct material activities of the investee.
Thus, as from that date, with the alteration of the equity interest in Light, the Company ceased to have the power ensuring it control over that investee. In these circumstances, the Company wrote down the values of assets and liabilities of its former subsidiary, and recognized, at fair value, its remaining equity interest as an investment in an affiliate or jointly-controlled subsidiary, in accordance with IFRS 10 / CPC 36 (R3) – Consolidated financial statements.
The Company also wrote down the assets and liabilities of the former subsidiaries Itaocara, Guanhães, LightGer and Axxiom, and recognized its remaining equity interest in these investees at fair value as investments in jointly-controlled subsidiaries, valued by the equity method. These investments, which are jointly controlled with Light, were not classified under Held for sale and Discontinued operations, since the company does not have the intention of selling these interests.
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The accounting effects arising from the equity interest in and control of Light are shown in this table:
Consolidated | Profit/loss on disposal of equity interest | Restatement of value of remaining interest | ||||||||||||||||||||||||||
Light | Light | Lightger | Guanhães | Axxiom | Itaocara | Total | ||||||||||||||||||||||
Prior equity interest – assets held for sale | -514,597 | -1,059,370 | -125,858 | -141,357 | -4,397 | -5,195 | -1,850,774 | |||||||||||||||||||||
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Revenue disposal of equity interest | 625,000 | — | — | — | — | — | 625,000 | |||||||||||||||||||||
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Remeasurement at fair value of remaining equity interest | 0 | 1,258,111 | 127,970 | 131,260 | 4,438 | 4,812 | 1,526,591 | |||||||||||||||||||||
Other items | — | — | — | 3,234 | 5,093 | — | 8,327 | |||||||||||||||||||||
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Effect on the income statement, before tax | 110,403 | 198,741 | 2,112 | -6,863 | 5,134 | -383 | 309,144 | |||||||||||||||||||||
Income tax and Social Contribution tax | -37,537 | -47,540 | — | — | — | — | -85,077 | |||||||||||||||||||||
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Total assets | 72,866 | 151,201 | 2,112 | -6,863 | 5,134 | -383 | 224,067 |
Cemig’s consolidated electricity market
The Cemig Group sells electricity through its distribution company, Cemig Distribuição (‘Cemig D’), its generation and transmission company, Cemig Geração e Transmissão (‘Cemig GT’), and other wholly-owned subsidiaries: Horizontes Energia, Sá Carvalho, Cemig PCH, Rosal Energia, CE Praias de Parajuru, CE Volta do Rio, Cemig Geração Camargos, Cemig Geração Itutinga, Cemig Geração Salto Grande, Cemig Geração Três Marias, Cemig Geração Leste, Cemig Geração Oeste, and Cemig Geração Sul.
These companies sell electricity to:
(I) | Captive consumers in Cemig’s concession area in the State of Minas Gerais; |
(II) | Free Consumers in both the State of Minas Gerais and other States of Brazil, in the Free Market (Ambiente de Contratação Livre, or ACL); |
(III) | other agents of the electricity sector – traders, generators and independent power producers, also in the ACL; and |
(IV) | Distributors, in the Regulated Market (Ambiente de Contratação Regulada, or ACR). |
In 3Q19 Cemig sold a total of 13,965,280 MWh, this figure being 1.55% lower than the total in 3Q18, reflecting the total sold by Cemig D being 0.70% lower, and the total sold by Cemig GT and other subsidiaries being 2.24% lower.
In September 2019 the Cemig Group invoiced 8,506,326 clients – a growth of 1.1% in the consumer base since the end of September 2018. Of these, 8,505,973 were in the group comprising final consumers and Cemig’s own consumption; and 353 were other agents in the Brazilian power industry.
18
The chart below itemizes the Cemig Group’s sales to final consumers in the year, by consumer category:
Total consumption of electricity (GWh) – changes
19
MWh | Change,% | Average price 3Q19 MWh | Average price 3Q18 MWh | |||||||||||||||||
Consolidated R$ ’000 | 3Q19 | 3Q18 | ||||||||||||||||||
Residential | 2,557,935 | 2,497,296 | 2.43 | 961.19 | 961.99 | |||||||||||||||
Industrial | 4,144,538 | 4,581,890 | -9.55 | 299.05 | 291.13 | |||||||||||||||
Commercial, Services and Others | 2,347,906 | 1,996,913 | 17.58 | 569.40 | 619.43 | |||||||||||||||
Rural | 1,054,819 | 1,057,426 | -0.25 | 562.96 | 546.07 | |||||||||||||||
Public authorities | 205,123 | 207,162 | -0.98 | 771.94 | 759.13 | |||||||||||||||
Public lighting | 348,477 | 349,429 | -0.27 | 481.07 | 492.94 | |||||||||||||||
Public services | 315,588 | 323,919 | -2.57 | 619.40 | 576.96 | |||||||||||||||
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Subtotal | 10,974,386 | 11,014,035 | -0.36 | 560.42 | 550.85 | |||||||||||||||
Own consumption | 11,012 | 9,602 | 14.68 | — | — | |||||||||||||||
Wholesale supply to agents in Free and Regulated Markets (*) | 2,979,882 | 3,160,972 | -5.73 | -0.81 | 12.12 | |||||||||||||||
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Total | 13,965,280 | 14,184,609 | -1.55 | 440.23 | 430.42 | |||||||||||||||
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(*) | Includes CCEARs (Regulated Market Sales Contract), ‘bilateral contracts’ with other agents, and the revenues from management of generation assets (‘GAG’ revenues) for the 18 hydroelectric plants of Lot D of Auction 12/2015. |
The electricity market of Cemig D
Cemig D’s market comprises electricity billed to captive clients, and electricity transported for Free Clients and distributors with access to Cemig D’s networks.
In 3Q19 this totaled 11,164,087 GWh. The increase has two components: consumption by the captive market 0.70% lower YoY, and use of the network by Free Clients 0.58% higher.
Captive clients + Transmission service – MWh | 3Q19 | 3Q18 | % | |||||||||
Residential | 2,557,935 | 2,497,296 | 2.43 | |||||||||
Industrial | 5,078,919 | 5,165,874 | -1.68 | |||||||||
Commercial, Services and Others | 1,499,900 | 1,476,712 | 1.57 | |||||||||
Rural | 1,056,389 | 1,059,985 | -0.34 | |||||||||
Public authorities | 205,123 | 207,162 | -0.98 | |||||||||
Public lighting | 348,476 | 349,429 | -0.27 | |||||||||
Public services | 315,588 | 323,918 | -2.57 | |||||||||
Concession holders (Distributors) | 90,744 | 88,560 | 2.47 | |||||||||
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Total | 11,153,075 | 11,168,935 | -0.14 | |||||||||
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20
Residential
The 2.43% increase in 3Q19 relative to 3Q18, mainly reflects addition of 94,490 new consumer units.
Industrial
TheIndustrial sector was negatively affected by reclassification of approximately 50% of the consumers in the Industrial class toCommercial andResidential, and also by migration of clients to the Free Market. Total energy distributed to the Industrial category of consumers was 13.69% lower in 3Q19, at 573,101 MWh, than in 3Q18 (664,027 MWh). In the Free Market segment, energy transported in the quarter was effectively flat YoY – at 4,505,818 MWh in 3Q19, and 4,501,847 MWh in 3Q18 – a positive difference of 0.09%.
Commercial and Services
Energy distributed toCommercial consumers was 1.57% higher than in 3Q18, reflecting the significant increase in consumption by the Free Market, and migration of clients from the captive market. Volume in the captive market was practically stableyear-on-year, but was 8.18% higher in the Free Market.
Rural
Volume sold toRural consumers was 0.34% lower in 3Q19 than 3Q18, mainly reflecting a lower number of consumers billed this year.
Number of clients
The Cemig group billed a total of 8,505,135 customers in September 2019 (this excludes the group’s own consumption). Of this total, 1,372 are Free Clients that use Cemig D’s distribution network.
Cemig D | Number of clients | Change,% | ||||||||||
Sep. 30, 2019 | Sep. 30, 2018 | |||||||||||
Residential | 6,918,015 | 6,823,525 | 1.38 | % | ||||||||
Industrial | 29,797 | 72,870 | -59.11 | % | ||||||||
Commercial, Services and Others | 768,469 | 720,339 | 6.68 | % | ||||||||
Rural | 701,915 | 710,689 | -1.23 | % | ||||||||
Public authorities | 65,421 | 64,503 | 1.42 | % | ||||||||
Public lighting | 6,542 | 6,252 | 4.64 | % | ||||||||
Public services | 13,604 | 12,948 | 5.07 | % | ||||||||
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8,503,763 | 8,411,126 | 1.10 | % | |||||||||
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Total energy carried | ||||||||||||
Industrial | 680 | 565 | 20.35 | % | ||||||||
Commercial | 682 | 530 | 28.68 | % | ||||||||
Rural | 7 | 5 | 40.00 | % | ||||||||
Concession holder | 3 | 3 | 0.00 | % | ||||||||
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1,372 | 1,103 | 24.39 | % | |||||||||
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Total | 8,505,135 | 8,412,229 | 1.10 | % |
21
Physical totals of transport and distribution – MWh
Metered market | MWh | Change | ||||||||||
3Q19 | 3Q18 | % | ||||||||||
Total energy carried | ||||||||||||
Transported for distributors (metered) | 91,229 | 88,089 | 3.56 | |||||||||
Transported for Free Clients (metered) | 4,778,136 | 4,926,237 | -3.01 | |||||||||
Own load + Distributed generation (1)(2) | 8,141,957 | 7,976,407 | 2.08 | |||||||||
Consumption by captive market – Billed supply | 6,266,263 | 6,308,909 | -0.68 | |||||||||
Losses in distribution network | 1,875,694 | 1,667,499 | 12.49 | |||||||||
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Total energy carried | 13,011,322 | 12,990,733 | 0.16 | |||||||||
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(1) | Includes Distributed Microgeneration. |
(2) | Includes own consumption. |
The electricity market of Cemig GT
Cemig GT billed a total of 7,731,554 MWh in 3Q19, 0.29% more than in 3Q18.
Consumption by industrial clients was 4.88% lower in 3Q19 than 3Q18. Meanwhile, consumption in theCommercialmarket segment was 45.38% higheryear-on-year, due to an increasing number of clients migrating from the captive market to the Free Market. From September 2018 toend-September 2019, Cemig GT added 146 new commercial clients. Sales of energy in the Regulated Market were 10.80% lower, reflecting termination of sale contracts in the 15th ‘Existing Plants’ auction.
Cemig GT | MWh | Change % | ||||||||||
3Q19 | 3Q18 | |||||||||||
Free Clients | ||||||||||||
Industrial | 3,571,438 | 3,754,720 | -4.88 | |||||||||
Commercial | 1,146,786 | 788,799 | 45.38 | |||||||||
Rural | 911 | 480 | 89.79 | |||||||||
Free Market – Free contracts | 2,489,754 | 2,582,963 | -3.61 | |||||||||
Free Market | 490,128 | 549,444 | -10.80 | |||||||||
Regulated Market – Cemig D | 32,538 | 32,660 | -0.37 | |||||||||
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Total | 7,731,555 | 7,709,066 | 0.29 | |||||||||
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The figures for 2018 do not include the plants of Sá Carvalho, Horizontes Energia, Rosal Energia, Cemig PCH, Empresa de Serviços de Comercialização de Energia Elétrica, Usina Termelétrica do Barreiro, Cemig Comercializadora de Energia Incentivada and Cemig Trading – since these were transferred to Cemig GT after the end of 3Q18.
Plants transferred | 3Q18 | |||
Free Clients | ||||
Industrial | 163,143 | |||
Commercial | 7,585 | |||
Free Market – Free contracts | 28,565 | |||
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199,293 | ||||
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22
SUPPLY QUALITY INDICATORS – DECi and FECi
Cemig is continuously taking action to improve operational management, organization of the logistics of its emergency services, and its permanent routine of preventive inspection and maintenance of substations, and distribution lines and networks. It also invests in training of its staff for improved qualifications,state-of-the-art technologies, and standardization of work processes, aiming to maintain the quality of electricity supply, and as a result maintain satisfaction of clients and consumers.
The charts below show Cemig’s indicators for duration and frequency of outages – DECi (Average Outage Duration per Consumer, in hours), and FECi (Average Outage Frequency per Consumer, in number of outages), since January 2016. Quality indicators are linked to the current concession contract of Cemig D (distribution), signed in 2015.
Note: Figures for 2016 and 2017 are according to recalculation presented by the Company to Aneel.
Consolidated operational revenue
Revenue from supply of electricity:
Total revenue from supply of electricity in 3Q19 was R$ 6,875,079, or 0.76% lower than in 3Q18 (R$ 6,927,638).
3Q19 | 3Q18 | Change % | ||||||||||||||||||||||||||||||
MWh | R$ | Average price (R$/MWh) (1) | MWh | R$ | Average price (R$/MWh) (1) | MWh | R$ | |||||||||||||||||||||||||
Residential | 2,557,935 | 2,458,671 | 961.19 | 2,497,296 | 2,402,379 | 962 | 2.43 | 2.34 | ||||||||||||||||||||||||
Industrial | 4,144,538 | 1,239,412 | 299.05 | 4,581,890 | 1,333,933 | 291.13 | -9.55 | -7.09 | ||||||||||||||||||||||||
Commercial, services and others | 2,347,906 | 1,336,909 | 569.4 | 1,996,913 | 1,236,950 | 619.43 | 17.58 | 8.08 | ||||||||||||||||||||||||
Rural | 1,054,819 | 593,821 | 562.96 | 1,057,426 | 577,424 | 546.07 | -0.25 | 2.84 | ||||||||||||||||||||||||
Public authorities | 205,123 | 158,343 | 771.94 | 207,162 | 157,262 | 759.13 | -0.98 | 0.69 | ||||||||||||||||||||||||
Public lighting | 348,477 | 167,642 | 481.07 | 349,429 | 172,248 | 492.94 | -0.27 | -2.67 | ||||||||||||||||||||||||
Public services | 315,588 | 195,474 | 619.4 | 323,919 | 186,888 | 576.96 | -2.57 | 4.59 | ||||||||||||||||||||||||
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Subtotal | 10,974,386 | 6,150,272 | 560.42 | 11,014,035 | 6,067,084 | 550.85 | -0.36 | 1.37 | ||||||||||||||||||||||||
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Own consumption | 11,012 | — | — | 9,602 | — | — | 14.68 | — | ||||||||||||||||||||||||
Supply not yet invoiced, net | — | -2,403 | — | — | 38,312 | — | — | -106.27 | ||||||||||||||||||||||||
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10,985,398 | 6,147,869 | 559.64 | 11,023,637 | 6,105,396 | 553.85 | -0.35 | 0.7 | |||||||||||||||||||||||||
Wholesale supply toagents in Free and Regulated Markets | 2,979,882 | 755,593 | 253.56 | 3,160,972 | 783,975 | 248.02 | -5.73 | -3.62 | ||||||||||||||||||||||||
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Wholesale supply not yet invoiced, net | — | -28,383 | — | — | 38,267 | — | — | -174.17 | ||||||||||||||||||||||||
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Total | 13,965,280 | 6,875,079 | 494.5 | 14,184,609 | 6,927,638 | 488.39 | -1.55 | -0.76 | ||||||||||||||||||||||||
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(1) | Includes Regulated Market Electricity Sale Contracts (CCEARs) and ‘bilateral contracts’ with other agents. |
23
Final consumers
Total revenue from electricity sold to final consumers, excluding Cemig’s own consumption, in 3Q19 was R$ 6,147,869, or 0.70% more than in 3Q18 (R$ 6,105,396).
The main factors in this revenue were:
◾ | The annual tariff adjustment for Cemig D effective May 28, 2019, with an average upward effect of 8.73% on consumer tariffs. |
◾ | Volume of energy sold 0.36% loweryear-on-year in the period. |
Revenue from Use of Distribution Systems (the TUSD charge)
This revenue in 3Q19 was R$ 711,185, or 17.43% higher than in 3Q18 (R$ 605,618), mainly reflecting the Company’s annual tariff adjustment, as from May 28, 2019, the average impact of which for Free Clients was an increase of 17.28%.
CVA andOther financial components in tariff adjustment
In its financial statements Cemig recognizes the difference betweennon-controllable costs (in which the CDE, and electricity bought for resale, are significant components) and the costs that were used as the basis for decision on the rates charged to consumers. In 3Q19 amounts totaling R$ 35,122 were recognized, to be passed through to the Company in the next tariff adjustment, compared to a R$ 633,118 arising in 3Q18. The difference is mainly due to lower costs of energy in 3Q19 than 3Q18, due to a lower spot price, which generated a financial liability to be paid to consumers through the next tariff adjustment.
Changes in balances of financial assets and liabilities:
R$ ’000 | ||||
Balance at June 30, 2018(re-presented) | 835,715 | |||
Net constitution of financial assets | 666,680 | |||
Realized | -33,562 | |||
Others – R&D Reimbursement | 0 | |||
Payments from the Flag Tariff Centralizing Account | -287,979 | |||
Inflation adjustment – Selic rate (Note 30) | 23,894 | |||
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Balance at September 30, 2018 | 1,204,748 | |||
Balance at Sunday, June 30, 2019 | 1,130,865 | |||
Net constitution of financial assets | 201,653 | |||
Realized | -236,775 | |||
Advances from the Flag Tariff Centralizing Account | -27,594 | |||
Updating – Selic rate | 31,825 | |||
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Balance at September 30, 2019 | 1,099,974 |
Transmission Concession revenue
This revenue, at R$ 132,134 in 3Q19, was 27.41% higher than in 3Q18 (R$ 103,711). The higher figure arises from (i) the inflation adjustment of the annual RAP, applied in July 2019, plus (ii) the new revenues related to the investments authorized to be included. The percentages and indices applied for the adjustment are different for different concessions: the IPCA index is applied to the contract of Cemig GT, and the IGP–M index to the contract of Cemig Itajubá.
24
In 2019, the adjustments made to the RAP were: positive 10.53% for Cemig GT’s concession contracts; and positive 14.60% for the concession contracts of Cemig Itajubá. The adjustments comprised (i) application of the inflation adjustment index, plus (ii) recognition of works to upgrade and improve the facilities.
Revenue from transactions on the Wholesale Trading Exchange (CCEE)
Revenue from transactions in electricity on the CCEE in 3Q19 was R$ 9,811, compared to R$ 29,157 in 3Q18 – ayear-on-year reduction of 66.35%. This difference mainly reflects a lower GSF (Generation Scaling Factor) in the period, and the Company’s seasonalization profile.
Period | Spot price | GSF | ||||||||
Sub-market | Average price R$/MWh | |||||||||
July | Southeast /Center-West | 185.52 | 0.546 | |||||||
August | Southeast/Center-West | 237.29 | 0.488 | |||||||
September | Southeast / Center-West | 219.57 | 0.531 |
Revenue from supply of gas
In 3Q19 this was R$ 581,869, 5.14% more than in 3Q18 (R$ 53,448), mainly due to passthrough of the increase in cost of gas acquired from Petrobras.
Market (’000 m3/day) | 2014 | 2015 | 2016 | 2017 | 2018 | 9M19 | ||||||||||||||||||
Residential | 0.72 | 1.04 | 3.38 | 11.44 | 17.73 | 21.01 | ||||||||||||||||||
Commercial | 23.15 | 22.42 | 24.68 | 32.67 | 39.37 | 44.22 | ||||||||||||||||||
Industrial | 2,849.24 | 2,422.78 | 2,173.76 | 2,453.22 | 2,400.41 | 2,142.86 | ||||||||||||||||||
Other expenses | 99.64 | 119.87 | 120.19 | 126.15 | 155.14 | 150.24 | ||||||||||||||||||
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Total market excluding thermal plants | 2,972.75 | 2,566.11 | 2,322.01 | 2,623.47 | 2,612.65 | 2,358.34 | ||||||||||||||||||
Thermal generation | 1,223.99 | 1,309.13 | 591.52 | 990.89 | 414.04 | 649.25 | ||||||||||||||||||
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Total | 4,196.74 | 3,875.24 | 2,913.53 | 3,614.36 | 3,026.69 | 3,007.58 | ||||||||||||||||||
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Supply of gas to the residential market began in 2013. In September 2019, a total of 48,010 households were invoiced.
Number of clients | 2014 | 2015 | 2016 | 2017 | 2018 | September 30, 2019 | ||||||||||||||||||
Residential | 1,446 | 3,820 | 14,935 | 30,605 | 41,377 | 48,010 | ||||||||||||||||||
Commercial | 177 | 218 | 394 | 591 | 756 | 937 | ||||||||||||||||||
Industrial | 111 | 113 | 112 | 107 | 109 | 108 | ||||||||||||||||||
Other expenses | 88 | 62 | 49 | 50 | 57 | 59 | ||||||||||||||||||
Thermal generation | 2 | 2 | 2 | 2 | 2 | 2 | ||||||||||||||||||
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Total | 1,824 | 4,215 | 15,492 | 31,355 | 42,301 | 46,116 | ||||||||||||||||||
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25
Taxes and charges reported as Deductions from revenue
The total of these taxes and charges reported as deductions from revenue in 3Q19 was R$ 3,109,043 – or 9.09% less than in 3Q18 (R$ 3,419,959). The lower total primarily reflects lower consumer charges for the ‘Flag’ tariff band system, and also the legal action won by Cemig, Cemig D and Cemig GT, in which the judiciary recognized these companies’ right to exclude ICMS tax amounts (paid or still payable) from the basis for calculation of the PIS, Pasep and Cofins taxes. As a result of the court judgment, ICMS amounts are no longer included in the basis for calculation of PIS, Pasep and Cofins in electricity bills delivered to clients of Cemig D.
Consumer charges – the ‘Flag’ Tariff system
The ‘Flag’ Tariff bands are activated as a result of low levels of water in the system’s reservoirs – tariffs are temporarily increased due to scarcity of rain.
The charges to the consumer related to the Flag Tariffs were 70.54% lower in 3Q19, at R$ 73,474, than in 3Q18 (R$ 249,422).
The ‘Flag’ Tariff component – history | ||||||
June 2019 | July 2019 | August 2019 | 9M19 | |||
Green | Yellow | Red 1 | Red 1 | |||
June 2018 | July 2018 | August 2018 | 9M18 | |||
Red 2 | Red 2 | Red 2 | Red 2 |
Operating costs and expenses
Operational costs and expenses in 3Q19 totaled R$ 6,486,375, or 17.46% more than in 3Q18 (R$ 5,522,298).
26
The following paragraphs comment on the main variations:
Personnel
The expense on personnel in 3Q19 was R$ 304,350, or 1.23% lower than in 3Q18 (R$ 308,141). This mainly reflects the average number of employees in 3Q19 being 2.82% lower than in 3Q18.
Number of employees – by company
Employees’ and managers’ profit shares
The item recorded for employees’ and managers’ profit shares in the income statement for 3Q19 was a positive amount of R$ 14,572, compared to an expense of R$ 94 in 3Q18. The lower figure is due to consolidated profit (loss) of Cemig in 3Q19 – the basis of calculation for profit shares (the collective agreements are unified).
Electricity purchased for resale
The expense on electricity bought for resale in 3Q19 was R$ 3,034,108, or 13.15% less than in 3Q18 (R$ 3,493,463). This arises mainly from the following items:
◾ | Expenses on supply acquired at auction were 24.24% lower, at R$ 816,193 in 3Q19, compared to R$ 1,077,340 in 3Q18, mainly due to replacement, in 2019, of contracts with higher prices for contracts with lower prices. |
◾ | Expenses on spot supply purchases were 33.69% lower, at R$ 386,177 in 3Q19, compared to R$ 733,160 in 3Q18 – mainly reflecting the spot price being 56.72% loweryear-on-year. |
27
For Cemig D, purchased energy is anon-manageable cost: the difference between the amounts used as a reference for calculation of tariffs and the costs actually incurred is compensated for in the subsequent tariff adjustment.
Consolidated R$ ’000 | 3Q19 | 3Q18 | % | |||||||||
Supply from Itaipu Binacional | 372,296 | 374,255 | -0.52 | |||||||||
Physical guarantee quota contracts | 163,052 | 189,251 | -13.84 | |||||||||
Quotas for Angra I and II nuclear plants | 67,293 | 66,712 | 0.87 | |||||||||
Spot market | 486,177 | 733,160 | -33.69 | |||||||||
Proinfa | 95,308 | 79,847 | 19.36 | |||||||||
‘Bilateral’ contracts | 79,750 | 149,543 | -46.67 | |||||||||
Electricity acquired in Regulated Market auctions | 816,193 | 1,077,340 | -24.24 | |||||||||
Acquired in Free Market | 1,168,392 | 1,121,959 | 4.14 | |||||||||
Distributed generation | 54,491 | 24,354 | 123.75 | |||||||||
Credits of PIS, Pasep and Cofins taxes | -268,844 | -322,958 | -16.76 | |||||||||
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3,034,108 | 3,493,463 | -13.15 |
Cemig D | 3Q19 | 3Q18 | % | |||||||||
Supply from Itaipu Binacional | 372,296 | 374,255 | -0.52 | |||||||||
Physical guarantee quota contracts | 192,498 | 189,251 | 1.72 | |||||||||
Quotas for Angra I and II nuclear plants | 67,294 | 66,712 | 0.87 | |||||||||
Spot market – CCEE | 420,843 | 596,536 | -29.45 | |||||||||
‘Bilateral’ contracts | 79,750 | 73,813 | 8.04 | |||||||||
Supply acquired in auctions on Regulated Market | 805,067 | 1,085,207 | -25.81 | |||||||||
Proinfa | 95,308 | 79,848 | 19.36 | |||||||||
Distributed generation | 54,491 | 24,354 | 123.75 | |||||||||
Credits of PIS, Pasep and Cofins taxes | -161,575 | -205,382 | -21.33 | |||||||||
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1,925,972 | 2,284,594 | -15.70 |
Post-retirement obligations
The impact of the Company’s post-retirement obligations was an expense of R$ 105,397 in 3Q19 – or 30.23% more than the expense of R$ 80,931 in 3Q18. This is mainly the result of reduction in the discount rate used in the actuarial calculation – which generated an increase in liabilities, and consequently in the expense reported.
Operating provisions
Operational provisions were significantly higher in 3Q19, at R$ 1,297,043, compared to R$ 134,799 in 3Q18. This arises mainly from the following factors:
◾ | Recognition in 3Q19 of a tax contingency for legal actions arguing the applicability of social security contributions to payments of profit shares, in a total amount of R$ 1.182.613. |
◾ | Estimated losses on doubtful receivables were R$ 101,383 in 3Q19, compared to R$ 60,232 in 3Q18. |
28
Default
In 2019 the economy was marked by two main features: instability in the financial market, and continuation of the slow process of recovery in economic activity.
To overcome the effects of a still unfavorable economic scenario, and to combat the level of default, in 2019 Cemig is maintaining its high levels of effort for collection from consumers that are in default. This activity appears to be having positive results: the default situation has improved considerably in recent months. The average of the indices for default in this last quarter has improved by 7.5% from that of 3Q18, and by 12% from 2017. The main contribution came from a significant reduction in short-term debt (up to 3 months past due). In view of this, Cemig expects the downward trend begun in 2019 to be maintained, and that it will thus be able to reduce the level of this index continuously, converging to historic levels.
Cemig uses various tools of communication and collection to prevent increase in default. These include contact by telephone and email, collection requests by text and by letter, negative posting on credit registers, collection through the courts and, principally, disconnection of supply. Aneel Resolution 414 allows supply to be cut off after 15 days from receipt of a notice by a defaulting consumer.
The company is continuing with a robust plan for consumer disconnections in 2019, under which it expects to carry out more than 1 million consumer disconnections – over the aggregate of all the types of consumer – in a year, for the second year running.
As well as the collection methods Cemig already uses to combat default over the long term, it is in the process of contracting a company specialized inout-of-court solutions to disputes, to negotiate these receivables through technology platforms.
With more intense application of the tools for collection, the Company is even more confident that default indices will be reduced in the coming periods.
Share of profit (loss) of associates and joint ventures, net
The result of equity method gains innon-consolidated investees in 3Q19 was a gain of R$ 49,753, compared to a loss of R$ 49,753 in 3Q18. The losses in 2018 mainly came from the interests in Renova and Madeira Energia. No equity method gain or loss was reported in 3Q19 for the investment in Renova, since the entire value of that investment was written down in December 2018, as a result of that investee’s negative net equity.
29
Consolidated R$ ’000 | 3Q19 | 3Q18 | ||||||
Companhia de Transmissão Centroeste de Minas | 1,438 | 1,276 | ||||||
Hidrelétrica Cachoeirão | 4,189 | 1,608 | ||||||
Guanhães Energia | -208 | -265 | ||||||
Hidrelétrica Pipoca | 1,476 | 1,191 | ||||||
Madeira Energia (Santo Antônio plant) | -29,176 | -41,344 | ||||||
FIP Melbourne (Santo Antônio plant) | -24,005 | -35,101 | ||||||
LightGer | -549 | -218 | ||||||
Baguari Energia | 4,891 | 6,427 | ||||||
Amazônia Energia (Belo Monte Plant) | 24,612 | 27,456 | ||||||
Aliança Norte (Belo Monte plant) | 14,162 | 15,687 | ||||||
Ativas Data Center | 502 | 1,903 | ||||||
Taesa | 77,027 | 56,305 | ||||||
Itaocara Hydroelectric Plant | -21,900 | -328 | ||||||
Aliança Geração | 1,011 | 2,391 | ||||||
Retiro Baixo | 4,730 | 2,553 | ||||||
Janaúba photovoltaic plant – distributed generation | 480 | 0 | ||||||
Axxiom Soluções Tecnológicas | -900 | -1,735 | ||||||
Renova | 0 | -87,332 | ||||||
Others | 0 | -227 | ||||||
|
|
|
| |||||
Total of investments | 57,780 | -49,753 | ||||||
|
|
|
|
Application to the court by Renova for Judicial Recovery
In the context of: the financial difficulties faced by Renova; termination of the negotiation with AES for sale of the Alto Sertão III complex, in which agreement was not reached; and thenon-settlement of the bridge loan contracted with the BNDES for funds for execution of the works on Alto Sertão III, Renova Energia applied to the court for Judicial Recovery proceedings, which were granted by the 2nd Bankruptcy and Recovery Court on October 16, 2019. For more details, see this link:
http://ri.cemig.com.br/enu/18349/Fato_Relevante_Renova_Ajuiza_Pedido_RJ_ing.pdf
Financial revenue (expenses)
Cemig reported net financial expenses in 3Q19 of R$ 233,791, which compares with net financial expenses of R$ 332,698 in 3Q18. Combined with the results of the hedge transactions, the effects arising from the debt in Eurobonds had only a small net impact on the total of Financial revenue (expenses) for 3Q19. The main components in the differences between Financial revenue (expenses) in 3Q18 and 3Q19 are as follows:
◾ | Gain on the hedge transaction contracted to protect the Eurobond issue from exchange rate variation: the gain in 3Q19 was R$ 485,836, compared to a gain of R$ 142,451 in 3Q18. This improvement mainly reflects lowering of the yield curve over the period of the contract, which helped reduce expectations for the amount of payments of Cemig’s obligations, which are indexed to the CDI rate – increasing the fair value of the option. |
◾ | Higher FX variation on loans in foreign currency – which in 3Q19 represented a financial expense of R$ 499,769, compared to a financial expense of R$ 229,580 in 3Q18. |
◾ | Updating of the tax credits in PIS, Pasep and Cofins taxes, recognized in 3Q19, in the amount of R$ 22,169. |
◾ | Lower expense on monetary updating, due to the lower inflation rate, and the lower CDI rate in the period. |
30
Ebitda
Cemig’s consolidated Ebitda was 87.78% lower in 3Q19 than 3Q18 – the main component being recognition of a contingency for a legal action relating to payment of profit shares. Ebitda margin in 3Q19 was 1.81%, compared to 14.43% in 3Q18.
EBITDA R$ ’000 | 3Q19 | 3Q18 | Change,% | |||||||||
Net profit for the period | -281,834 | 244,540 | -215.25 | |||||||||
+ Income tax and the Social Contribution tax | -85,699 | 117,269 | -173.08 | |||||||||
+ Net financial revenue (expenses) | 233,791 | 332,698 | -29.73 | |||||||||
+ Depreciation and amortization | 244,023 | 207,804 | 17.43 | |||||||||
|
|
|
|
|
| |||||||
Ebitda | 110,281 | 902,311 | -87.78 | |||||||||
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|
|
31
DEBT
The Company’s total consolidated debt at September 30, 2019 was R$ 15,184,307. This is 2.79% higher than at December 31, 2018. In 3Q19 a total amount of R$ 3,900,371 was amortized, and loans in the amount of R$ 4,510,000 were obtained. The proceeds of the Cemig D’s Seventh Debenture Issue were used for payment of debts. Also in the period, Gasmig raised R$ 850,000 for payment of a concession grant fee.
Sep. 30, 2019 | Dec. 31, 2018 | % | ||||||||||
Cemig | ||||||||||||
Total debt | 15,184,307 | 14,771,828 | 2.79 | |||||||||
Net debt | 13,613,445 | 13,068,790 | 4.17 | |||||||||
Cemig GT | ||||||||||||
Total debt | 8,298,371 | 8,198,912 | 1.21 | |||||||||
Net debt | 7,455,158 | 7,713,870 | -3.35 | |||||||||
Cemig D | ||||||||||||
Total debt | 5,759,520 | 6,263,408 | -8.04 | |||||||||
Net debt | 5,574,218 | 5,347,136 | 4.25 | |||||||||
Gasmig | ||||||||||||
Total debt | 1,082,034 | 274,916 | 293.59 | |||||||||
Net debt | 916,168 | 180,323 | 408.07 |
32
Covenants – Eurobonds
12 months | 9M19 | |||||||
R$ (in million) | GT | H | ||||||
Net income for the period/year | 1,547 | 3,633 | ||||||
Net financial expenses | -1,025 | -2,232 | ||||||
Income tax and Social Contribution tax | 1,032 | 1,918 | ||||||
depreciation and amortization; minus | 261 | 975 | ||||||
EBTIDA | 1,815 | 4,294 | ||||||
minority interest result; minus | 113 | 134 | ||||||
provisions for the variation in value of put option obligations; minus | 78 | 64 | ||||||
non-operating result (which includes any gains on asset sales and any asset write-off or impairments); plus | 107 | 147 | ||||||
non-cash revenues related to transmission and generation indemnification; plus | -139 | -139 | ||||||
cash dividends received from minority investments (as measured in the statement of cash flows); minus | 118 | 263 | ||||||
monetary updating of concession grant fees; plus | -320 | 320 | ||||||
cash inflows related to concession grant fees; plus | 257 | 257 | ||||||
cash inflows related to transmission revenue for cost of capital coverage; plus | 179 | 179 | ||||||
cash inflows from generation indemnification, provided that such amount shall not exceed 30.0% of the sum of clauses (i) through (xvii) of this definition | 1,027 | 521 | ||||||
|
|
|
| |||||
Covenant EBITDA | 3,235 | 5,132 | ||||||
|
|
|
|
12 months | 9M19 | |||||||
R$ (in million) | GT | H | ||||||
Consolidated Indebtedness | 8,298 | 15,184 | ||||||
debt contracts with Forluz; plus | 134 | 590 | ||||||
the carrying liability of any put option obligation, less | 467 | 467 | ||||||
consolidated cash and cash equivalents and consolidated marketable securities recorded as current assets | -843 | -1,558 | ||||||
Covenant Net Debt | 8,056 | 14,683 | ||||||
Covenant Net Debt to Covenant EBITDA Ratio | 2.49 | 2.86 | ||||||
Limit Covenant Net Debt to Covenant EBITDA Ratio | 5.00 | 4.25 | ||||||
Total Secured Debt | 1,000 | |||||||
Total Secured Debt to Covenant EBITDA Ratio | 0.19 |
33
Profit and loss accounts segregated by segment – 9M19
INFORMATION BY SEGMENT 9M 2019 | ||||||||||||||||||||||||||||
ELECTRICITY | ||||||||||||||||||||||||||||
DESCRIPTION – R$ ‘000 | GENERATION | TRANSMISSION | DISTRIBUTION | GAS | OTHER | ELIMINATIONS | TOTAL | |||||||||||||||||||||
ASSETS OF THE SEGMENT | 15,467,907 | 4,142,829 | 24,924,804 | 2,786,918 | 3,202,639 | -462,425 | 50,062,672 | |||||||||||||||||||||
INVESTMENT IN AFFILIATES AND JOINTLY-CONTROLLED ENTITIES | 4,304,218 | 1,254,441 | — | — | 25,900 | — | 5,584,559 | |||||||||||||||||||||
ADDITIONS TO THE SEGMENT | — | — | 1,258,111 | — | — | — | 1,258,111 | |||||||||||||||||||||
ADDITIONS TO FINANCIAL ASSETS | 70,006 | — | 21,190 | 891,833 | 5,810 | — | 988,839 | |||||||||||||||||||||
ADDITIONS TO THE CONTRACT | — | 150,158 | 605,141 | 30,239 | — | — | 785,538 | |||||||||||||||||||||
GOING CONCERN OPERATIONS | ||||||||||||||||||||||||||||
NET REVENUE | 5,347,651 | 520,203 | 11,694,909 | 1,375,996 | 289,486 | -227,488 | 19,000,757 | |||||||||||||||||||||
COST OF ELECTRICITY AND GAS | ||||||||||||||||||||||||||||
Electricity purchased for resale | -2,825,618 | — | -5,381,699 |
| — |
| -6 | 53,015 | -8,154,308 | |||||||||||||||||||
Charges for use of the national grid | -142,377 | — | -1,098,492 | — | — | 163,482 | -1,077,387 | |||||||||||||||||||||
Gas bought for resale | — | — | — | -1,100,302 | — | — | -1,100,302 | |||||||||||||||||||||
Total | -2,967,995 | — | -6,480,191 | -1,100,302 | -6 | 216,497 | -10,331,997 | |||||||||||||||||||||
OPERATING COSTS AND EXPENSES | ||||||||||||||||||||||||||||
Personnel | -158,424 | -88,190 | -673,710 | -33,336 | -27,762 | — | -981,422 | |||||||||||||||||||||
Employees’ and managers’ profit shares | -22,484 | -15,656 | -109,480 | — | -12,323 | — | -159,943 | |||||||||||||||||||||
Post-retirement obligations | -37,011 | -28,303 | -205,866 | — | -32,916 | — | -304,096 | |||||||||||||||||||||
Materials | -11,297 | -3,763 | -43,788 | -1,668 | -210 | 20 | -60,706 | |||||||||||||||||||||
Outsourced services | -87,137 | -31,990 | -733,969 | -13,951 | -32,846 | 5,948 | -893,945 | |||||||||||||||||||||
Depreciation and amortization | -166,688 | -4,543 | -489,012 | -59,370 | -3,709 | — | -723,322 | |||||||||||||||||||||
Operational provisions (reversals) | -920,261 | -114,596 | -1,048,610 | -1,117 | -190,838 | — | -2,275,422 | |||||||||||||||||||||
Construction costs | — | -150,159 | -626,330 | -30,239 | — | — | -806,728 | |||||||||||||||||||||
Other operational expenses net | 303 | -11,937 | -6,776 | 3 | 5,023 | |||||||||||||||||||||||
Total cost of operation | -1,402,999 | -449,137 | -146,457 | -300,601 | 10,991 | -6,394,179 | ||||||||||||||||||||||
|
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|
| |||||||||||||||
OPERATING COSTS AND EXPENSES | -4,370,994 | -449,137 | -10,586,167 | -1,246,759 | -300,607 | 227,488 | -16,726,176 | |||||||||||||||||||||
Share of profit (loss) in associates and joint ventures | -16,940 | 179,032 | — | — | -812 | — | 161,280 | |||||||||||||||||||||
OPER. PROFIT BEFORE FIN. REV. (EXP.) AND TAXES | 959,717 | 250,098 | 1,108,742 | 129,237 | -11,933 | — | 2,435,861 | |||||||||||||||||||||
|
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| |||||||||||||||
Financial revenues | 1,361,418 | 106,995 | 1,401,937 | 57,378 | 314,235 | — | 3,241,963 | |||||||||||||||||||||
Financial expenses | -1,013,462 | -111,769 | -506,395 | -18,928 | -18,173 | — | -1,668,727 | |||||||||||||||||||||
PRE-TAX PROFIT | 1,307,673 | 245,324 | 2,004,284 | 167,687 | 284,129 | — | 4,009,097 | |||||||||||||||||||||
Income tax and Social Contribution tax | -642,708 | -32,163 | -752,665 | -56,642 | -118,595 | — | -1,602,773 | |||||||||||||||||||||
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| |||||||||||||||
RESULT OF GOING CONCERN OPERATIONS | 664,965 | 213,161 | 1,251,619 | 111,045 | 165,534 | — | 2,406,324 | |||||||||||||||||||||
Discontinued operations | ||||||||||||||||||||||||||||
Profit for the period from discontinued operations | — | — | 224,067 | — | — | — | 224,067 | |||||||||||||||||||||
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|
| |||||||||||||||
Net profit for the period | 664,965 | 213,161 | 1,475,686 | 111,045 | 165,534 | — | 2,630,391 | |||||||||||||||||||||
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| |||||||||||||||
Interest of the controlling shareholders | 664,965 | 213,161 | 1,475,686 | 110,518 | 165,534 | — | 2,629,864 | |||||||||||||||||||||
Interest of non-controlling shareholder | — | — | — | 527 | — | — | 527 | |||||||||||||||||||||
664,965 | 213,161 | 1,475,686 | 111,045 | 165,534 | — | 2,630,391 |
34
Gasmig – Amendment to the concession contract
On September 19, 2019 the Third Amendment was signed to the concession contract for commercial operation of piped gas by the subsidiary Gasmig, replacing the contractual obligation to build the gas pipeline to serve the Nitrogenated Fertilizer Unit (UFN‐V), to be built by Petrobras in the Minas Triangle region, for payment of a consideration to the concession‐granting power, as a concession grant fee, of R$ 891,168. This amendment extended the period of Gasmig’s concession contract to 2053. The grant fee was paid on September 26, 2019. Its amount will be added to the Remuneration Base of Assets of Gasmig, being taken into account in the process of tariff review by the concession‐granting power as an intangible asset to be amortized up till the end of the concession contract, producing immediate effects in terms of setting and review of tariffs.
On September 26, 2019, Gasmig concluded its First Issue of Commercial Promissory Notes, in the amount of R$ 850,000, with maturity at 12 months and remuneratory interest at 107% of the DI rate. The proceeds from this issue were used in their entirety for payment of the concession grant fee.
Appendices
Capex
R$ ’000 | 2019 Realized | 2019 Proposed | ||||||
GENERATION | 77,497 | 76,245 | ||||||
Investment program | 18,447 | 28,621 | ||||||
Cash injections | 43,050 | 47,624 | ||||||
Aliança Norte | 953 | 953 | ||||||
SPC – Guanhães | 19,766 | 19,766 | ||||||
SPC – Amazônia Energia Participações (Belo Monte) | 75 | 282 | ||||||
Itaocara Hydroelectric Plant | 22,256 | 26,583 | ||||||
Baguari Energia | — | 40 | ||||||
Acquisitions of wind farms in Ceará | 16,000 | — | ||||||
TRANSMISSION | 150,341 | 263,352 | ||||||
Investment program | 150,341 | 263,352 | ||||||
Cemig D | 643,771 | 1,078,417 | ||||||
Investment program | 643,771 | 1,078,417 | ||||||
Holding company | 16,139 | 97,800 | ||||||
Infrastructure | 240 | |||||||
Cash injections | 16,139 | 95,402 | ||||||
Axxiom | 5,765 | 10,000 | ||||||
Cemig GD (Distributed Generation) | 10,337 | 60,337 | ||||||
Cemig Overseas | 37 | 46 | ||||||
Gas consortia | — | 19 | ||||||
Efficientia – Distributed generation | — | 25,000 | ||||||
Acquisitions – Centroeste | 2,158 | 2,158 | ||||||
|
|
|
| |||||
TOTAL | 889,906 | 1,515,814 | ||||||
|
|
|
|
35
Sources and uses of power – billed market
36
Power Losses
37
Plants
Power Plant | Company | Type | Cemig’s Stake | Installed Capacity (MW) | Assured Energy (MW médio) | Expiration of Concession | ||||||||||||||
Emborcação | CEMIG GT | HPP | 100.0 | % | 1,192 | 500 | 23-jul-25 | |||||||||||||
Belo Monte | Norte | HPP | 12.3 | % | 1,152 | 560 | 26-ago-45 | |||||||||||||
Santo Antônio | SAE | HPP | 15.5 | % | 553 | 376 | 12-jun-46 | |||||||||||||
Nova Ponte | CEMIG GT | HPP | 100.0 | % | 510 | 270 | 23-jul-25 | |||||||||||||
Irapé | CEMIG GT | HPP | 100.0 | % | 399 | 208 | 28-fev-35 | |||||||||||||
Três Marias | CEMIG G. TRÊS MARIAS | HPP | 100.0 | % | 396 | 72 | 4-jan-46 | |||||||||||||
Aimorés | ALIANÇA | HPP | 45.0 | % | 149 | 82 | 20-dez-35 | |||||||||||||
Igarapé | CEMIG GT | HPP | 100.0 | % | 131 | 71 | 13-ago-24 | |||||||||||||
Salto Grande | CEMIG G. SALTO GRANDE | HPP | 100.0 | % | 102 | 23 | 4-jan-46 | �� | ||||||||||||
Amador Aguiar I (Capim Branco I) | ALIANÇA | HPP | 39.3 | % | 94 | 61 | 29-ago-36 | |||||||||||||
Queimado | CEMIG GT | HPP | 82.5 | % | 87 | 56 | 2-jan-33 | |||||||||||||
Nilo Peçanha | Light Energia | HPP | 22.6 | % | 86 | 75 | 4-jun-26 | |||||||||||||
Amador Aguiar II (Capim Branco II) | ALIANÇA | HPP | 39.3 | % | 83 | 52 | 29-ago-36 | |||||||||||||
Funil | ALIANÇA | HPP | 45.0 | % | 81 | 38 | 20-dez-35 | |||||||||||||
Sá Carvalho | Sá Carvalho S.A | HPP | 100.0 | % | 78 | 56 | 1-dez-24 | |||||||||||||
Rosal | Rosal Energia S. A | HPP | 100.0 | % | 55 | 29 | 8-mai-32 | |||||||||||||
Itutinga | CEMIG G. ITUTINGA | HPP | 100.0 | % | 52 | 8 | 4-jan-46 | |||||||||||||
Igarapava | ALIANÇA | HPP | 23.7 | % | 50 | 32 | 30-dez-28 | |||||||||||||
Baguari | BAGUARI ENERGIA | HPP | 34.0 | % | 48 | 29 | 15-ago-41 | |||||||||||||
Camargos | CEMIG G. CAMARGOS | HPP | 100.0 | % | 46 | 6 | 4-jan-46 | |||||||||||||
Ilha dos Pombos | Light Energia | HPP | 22.6 | % | 42 | 25 | 4-jun-26 | |||||||||||||
Volta do Rio | CEMIG GT | Wind farm | 100.0 | % | 42 | 18 | 26-dez-31 | |||||||||||||
Retiro Baixo | Retiro Baixo Energética S.A. | HPP | 49.9 | % | 42 | 18 | 25-ago-41 | |||||||||||||
Porto Estrela | ALIANÇA | HPP | 30.0 | % | 34 | 19 | 10-jul-32 | |||||||||||||
Fontes Nova | Light Energia | HPP | 22.6 | % | 30 | 22 | 4-jun-26 | |||||||||||||
Praias de Parajuru | CEMIG GT | Wind farm | 100.0 | % | 29 | 8 | 24-set-32 | |||||||||||||
Pai Joaquim | CEMIG PCH S.A | SHP | 100.0 | % | 23 | 14 | 1-abr-32 | |||||||||||||
Pereira Passos | Light Energia | HPP | 22.6 | % | 23 | 11 | 4-jun-26 | |||||||||||||
Piau | CEMIG G. SUL | SHP | 100.0 | % | 18 | 4 | 4-jan-46 | |||||||||||||
Gafanhoto | CEMIG G. OESTE | SHP | 100.0 | % | 14 | 2 | 4-jan-46 | |||||||||||||
Outras | 317 | 130 | ||||||||||||||||||
Total | 5,955 | 2,875 |
38
RAP (Permitted Annual Revenue – Transmission) –2019-20 cycle
REH - Resolução Homologatoria ANEEL – nº 2.565/2019 (ciclo 2019/2020) | ||||||||||||
Receita Anual Permitida – RAP | RAP | % Cemig | Cemig | |||||||||
Cemig GT | 704.516.559 | 100,00% | 704.516.559 | |||||||||
Cemig GT | 678.468.095 | 100,00% | 678.468.095 | |||||||||
Cemig Itajuba | 26.048.464 | 100,00% | 26.048.464 | |||||||||
Centroeste | 19.527.260 | 51,00% | 9.958.903 | |||||||||
Taesa | 2.601.459.469 | 21,68% | 563.996.413 | |||||||||
Novatrans 2 | 292.844.092 | 63.488.599 | ||||||||||
TSN | 300.992.176 | 65.255.104 | ||||||||||
Munirah | 40.946.624 | 8.877.228 | ||||||||||
GTESA | 5.515.544 | 1.195.770 | ||||||||||
PATESA | 18.078.709 | 3.919.464 | ||||||||||
ETAU | 38.500.280 | 8.346.861 | ||||||||||
ETEO | 98.933.020 | 21.448.679 | ||||||||||
NTE | 86.286.553 | 18.706.925 | ||||||||||
STE | 48.636.153 | 10.544.318 | ||||||||||
ATE I | 167.264.727 | 36.262.993 | ||||||||||
ATE II | 258.668.882 | 56.079.414 | ||||||||||
EATE | 122.242.974 | 26.502.277 | ||||||||||
ETEP | 27.562.990 | 5.975.656 | ||||||||||
ENTE | 101.996.568 | 22.112.856 | ||||||||||
ECTE | 10.186.476 | 2.208.428 | ||||||||||
ERTE | 19.483.764 | 4.224.080 | ||||||||||
Lumitrans | 11.959.851 | 2.592.896 | ||||||||||
Transleste | 24.728.188 | 5.361.071 | ||||||||||
Transirapé | 20.073.621 | 4.351.961 | ||||||||||
Transudeste | 15.326.765 | 3.322.843 | ||||||||||
ATE III | 125.389.196 | 27.184.378 | ||||||||||
São Gotardo | 5.416.349 | 1.174.265 | ||||||||||
Mariana | 15.362.098 | 3.330.503 | ||||||||||
Miracema | 65.032.990 | 14.099.152 | ||||||||||
Janaúba | 194.059.383 | 42.072.074 | ||||||||||
Aimorés | 39.686.900 | 8.604.120 | ||||||||||
Paraguaçu | 59.239.231 | 12.843.065 | ||||||||||
Brasnorte | 24.355.953 | 5.280.371 | ||||||||||
STC | 18.932.098 | 4.104.479 | ||||||||||
EBTE | 34.360.035 | 7.449.256 | ||||||||||
ESDE | 7.046.946 | 1.527.778 | ||||||||||
ETSE | 4.026.515 | 872.948 | ||||||||||
ESTE | 56.088.981 | 12.160.091 | ||||||||||
Ivaí | 147.000.350 | 31.869.676 | ||||||||||
EDTE | 34.500.301 | 7.479.665 | ||||||||||
Sant’Ana | 60.734.185 | 13.167.171 | ||||||||||
Light | 10.181.318 | 22,58% | 2.298.942 | |||||||||
RAPTOTALCEMIG | 1.280.770.816 |
* | Valores (em R$) consolidados das parcelas das receitas anuais permitidas das concessionárias de transmissão. |
39
Cemig D – tables (R$ mn)
CEMIG D Market | ||||||||||||||||
(GWh) | GW | |||||||||||||||
Quarter | Captive Consumers | TUSD ENERGY(1) | T.E.D(2) | TUSD PICK(3) | ||||||||||||
1Q17 | 6,249 | 4,274 | 10,523 | 30 | ||||||||||||
2Q17 | 6,314 | 4,287 | 10,601 | 30 | ||||||||||||
3Q17 | 6,232 | 4,586 | 10,817 | 31 | ||||||||||||
4Q18 | 6,259 | 4,591 | 10,850 | 31 | ||||||||||||
1Q18 | 6,213 | 4,637 | 10,850 | 31 | ||||||||||||
2Q18 | 6,343 | 4,873 | 11,216 | 30 | ||||||||||||
3Q18 | 6,309 | 4,870 | 11,179 | 30 | ||||||||||||
4Q18 | 6,406 | 4,906 | 11,313 | 31 | ||||||||||||
1Q19 | 6,529 | 4,760 | 11,289 | 33 | ||||||||||||
2Q19 | 6,288 | 4,910 | 11,198 | 33 | ||||||||||||
3Q19 | 6,266 | 4,898 | 11,164 | 34 |
(1) | Refers to the quantity of electricity for calculation of the regulatory charges charged to free consumer clients (“Portion A”). |
(2) | Total electricity distributed. |
(3) | Sum of the demand on which the TUSD is invoiced, according to demand contracted (“Portion B”). |
Operating Revenues (R$ million) | 3Q19 | 2Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Sales to end consumers | 5,070 | 4,653 | 5,052 | 8.96% | 0.36% | |||||||||||||||
Revenue from Use of Distribution Systems (the TUSD charge) | 718 | 640 | 612 | 12.19% | 17.32% | |||||||||||||||
CVA and Other financ ial c omponents in tariff adjustment | -35 | - 40 | 633 | -12.50% | -105.53% | |||||||||||||||
Construction revenue | 263 | 203 | 182 | 29.56% | 44.51% | |||||||||||||||
PIS/PASEP AND COFINS TAXES CREDITS OVER ICMS | 0 | 830 | 0 | — | — | |||||||||||||||
Others | 415 | 342 | 316 | 21.35% | 31.33% | |||||||||||||||
Subtotal | 6,431 | 6,628 | 6,795 | -2.97% | -5.36% | |||||||||||||||
Deductions | 2,522 | 2,393 | 2,879 | 5.39% | -12.40% | |||||||||||||||
NetRevenues | 3,909 | 4,235 | 3,916 | -7.70% | -0.18% |
Operating Expenses (R$ million) | 3Q19 | 2Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Personnel | 210 | 216 | 209 | -2.78% | 0.48% | |||||||||||||||
Employees’ and managers’ profit sharing | - 11 | 75 | 0 | -114.67% | — | |||||||||||||||
Forluz – Post-retirement obligations | 71 | 66 | 54 | 7.58% | 31.48% | |||||||||||||||
Materials | 15 | 15 | 11 | 0.00% | 36.36% | |||||||||||||||
Outsourced services | 247 | 247 | 209 | 0.00% | 18.18% | |||||||||||||||
Amortization | 164 | 163 | 148 | 0.61% | 10.81% | |||||||||||||||
Operating provisions | 854 | 136 | 103 | 527.94% | 729.13% | |||||||||||||||
Charges for Use of Basic Transmission Network | 385 | 374 | 338 | 2.94% | 13.91% | |||||||||||||||
Energy purchased for resale | 1,926 | 1,627 | 2,285 | 18.38% | -15.71% | |||||||||||||||
Construction Cost | 263 | 203 | 182 | 29.56% | 44.51% | |||||||||||||||
Other Expenses | 94 | 39 | 66 | 141.03% | 42.42% | |||||||||||||||
Total | 4,218 | 3,161 | 3,605 | 33.44% | 17.00% |
40
Statement of Results (R$ million) | 3Q19 | 2Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Net Revenue | 3,909 | 4,235 | 3,916 | -7.70% | -0.18% | |||||||||||||||
Operating Expenses | 4,218 | 3,161 | 3,605 | 33.44% | 17.00% | |||||||||||||||
EBIT | -309 | 1,074 | 311 | -128.77% | -199.36% | |||||||||||||||
EBITDA | -145 | 1,237 | 459 | -111.72% | -131.59% | |||||||||||||||
Financial Result | -26 | - 55 | -61 | — | — | |||||||||||||||
Provision for Inc ome Taxes, Social Cont & Deferred Income Tax | 19 | -101 | -82 | -118.81% | -123.17% | |||||||||||||||
NetIncome | -316 | 918 | 168 | -134.42% | -288.10% |
Cemig GT – tables (R$ mn)
Operating Revenues | 3Q19 | 2Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Sales to end consumers | 1073 | 996 | 1021 | 7.7% | 5.1% | |||||||||||||||
Supply | 746 | 697 | 783 | 7.0% | -4.7% | |||||||||||||||
Revenues from Trans. Network | 184 | 173 | 148 | 6.4% | 24.3% | |||||||||||||||
Gain on monetary updating of Concession Grant Fee | 68 | 95 | 88 | -28.4% | -22.7% | |||||||||||||||
Transactions in the CCEE | 9 | 145 | 14 | -93.8% | -35.7% | |||||||||||||||
Construction revenue | 67 | 55 | 8 | 21.8% | 737.5% | |||||||||||||||
Transmission indemnity revenue | 34 | 58 | 62 | -41.4% | -45.2% | |||||||||||||||
Generation indemnity revenue | — | — | 48 | — | — | |||||||||||||||
PIS/PASEP AND COFINS TAXES CREDITS OVER ICMS | 0 | 424 | - | 100.0% | 100.0% | |||||||||||||||
Others | 52 | 46 | 84 | 13.0% | -38.1% | |||||||||||||||
Subtotal | 2,233 | 2,689 | 2,256 | -17.0% | -1.0% | |||||||||||||||
Deductions | 467 | 447 | 410 | 4.5% | 13.9% | |||||||||||||||
NetRevenues | 1,766 | 2,242 | 1,846 | -21.2% | -4.3% |
Operating Expenses | 3Q19 | 2Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Personnel | 78 | 77 | 74 | 1.3% | 5.4% | |||||||||||||||
Employees’ and managers’ profit sharing | -4 | 27 | 0 | -114.8% | 100.0% | |||||||||||||||
Forluz – Post-retirement obligations | 23 | 21 | 17 | 9.5% | 35.3% | |||||||||||||||
Materials | 5 | 5 | 28 | 0.0% | -82.1% | |||||||||||||||
Outsourced services | 40 | 44 | 36 | -9.1% | 11.1% | |||||||||||||||
Depreciation and Amortization | 57 | 67 | 36 | -14.9% | 58.3% | |||||||||||||||
Operating provisions | 289 | 713 | 38 | -59.5% | 660.5% | |||||||||||||||
Charges for Use of Basic Transmission Network | 50 | 46 | 44 | 8.7% | 13.6% | |||||||||||||||
Energy purchased for resale | 1126 | 916 | 1173 | 22.9% | -4.0% | |||||||||||||||
Construction Cost | 67 | 55 | 8 | 21.8% | 737.5% | |||||||||||||||
Other Expenses | -3 | 11 | 43 | -127.27% | -107.0% | |||||||||||||||
Total | 1,728 | 1,982 | 1,497 | -12.8% | 15.4% |
Sta tement of Results | 3Q19 | 2Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Net Revenue | 1,766 | 2,242 | 1,846 | -21.2% | -4.3% | |||||||||||||||
Operating Expenses | 1,728 | 1,982 | 1,497 | -12.8% | 15.4% | |||||||||||||||
EBIT | 38 | 260 | 349 | -85.4% | -89.1% | |||||||||||||||
Equity gain in subsidiaries | -20 | -28 | -110 | — | -81.8% | |||||||||||||||
EBITDA | 75 | 299 | 275 | -74.9% | -72.7% | |||||||||||||||
Financial Result | -213 | 624 | -291 | — | — | |||||||||||||||
Provision for Income Taxes, Social Cont & Deferred Income Tax | 61 | -514 | -10 | -111.9% | -710.0% | |||||||||||||||
NetIncome | -134 | 342 | -62 | -139.2% | — |
41
Tables – Cemig Consolidated (R$ million)
Energy Sales (Consolidated)(GWh) | 3Q19 | 2Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Residential | 2,558 | 2,547 | 2,497 | 0.43% | 2.44% | |||||||||||||||
Industrial | 4,145 | 3,947 | 4,582 | 5.02% | -9.54% | |||||||||||||||
Commercial | 2,348 | 2,375 | 1,997 | -1.14% | 17.58% | |||||||||||||||
Rural | 1,055 | 915 | 1,057 | 15.30% | -0.19% | |||||||||||||||
Others | 869 | 906 | 880 | -4.08% | -1.25% | |||||||||||||||
Subtotal | 10,975 | 10,690 | 11,013 | 2.67% | -0.35% | |||||||||||||||
Own Consumption | 11 | 7 | 10 | 57.14% | 10.00% | |||||||||||||||
Supply | 2,979 | 2,422 | 3,161 | 23.00% | -5.76% | |||||||||||||||
TOTAL | 13,965 | 13,119 | 14,184 | 6.45% | -1.54% |
Energy Sales | 3Q19 | 2Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Residential | 2,459 | 2,207 | 2,403 | 11.42% | 2.33% | |||||||||||||||
Industrial | 1,239 | 1,155 | 1,334 | 7.27% | -7.12% | |||||||||||||||
Commercial | 1,337 | 1,281 | 1,237 | 4.37% | 8.08% | |||||||||||||||
Rural | 594 | 461 | 577 | 28.85% | 2.95% | |||||||||||||||
Others | 520 | 465 | 516 | 11.83% | 0.78% | |||||||||||||||
Electricitysoldtofinalconsumers | 6,149 | 5,569 | 6,067 | 10.41% | 1.35% | |||||||||||||||
Unbilled Supply, Net | -30 | 119 | 76 | — | -139.47% | |||||||||||||||
Supply | 756 | 642 | 784 | 17.76% | -3.57% | |||||||||||||||
TOTAL | 6,875 | 6,330 | 6,927 | 8.61% | -0.75% |
Operating Revenues | 3Q19 | 2Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Sales to end consumers | 6.147 | 5.648 | 6.105 | 8,83% | 0,69% | |||||||||||||||
TUSD | 711 | 636 | 606 | 11,79% | 17,33% | |||||||||||||||
CVA and Other financial components in tariff adjustment | -35 | -40 | 633 | -12,50% | -105,53% | |||||||||||||||
Transmission concession revenue | 132 | 126 | 104 | 4,76% | 26,92% | |||||||||||||||
Transmission Indemnity Revenue | 33 | 58 | 62 | -43,10% | -46,77% | |||||||||||||||
Generation Indemnity Revenue | 0 | 0 | 48 | — | — | |||||||||||||||
Gain on monetary updating of Concession Grant Fee | 68 | 95 | 89 | -28,42% | -23,60% | |||||||||||||||
Transactions in the CCEE | 10 | 145 | 29 | -93,10% | -65,52% | |||||||||||||||
Supply | 756 | 642 | 784 | 17,76% | -3,57% | |||||||||||||||
Gas supply | 581 | 535 | 553 | 8,60% | 5,06% | |||||||||||||||
Construction revenue | 341 | 266 | 209 | 28,20% | 63,16% | |||||||||||||||
Others | 435 | 424 | 451 | 2,59% | -3,55% | |||||||||||||||
Subtotal | 9.179 | 9.973 | 9.673 | -7,96% | -5,11% | |||||||||||||||
Deductions | 3.109 | 2.956 | 3.420 | 5,18% | -9,09% | |||||||||||||||
NetRevenues | 6.070 | 7.017 | 6.253 | -13,50% | -2,93% |
42
Operating Expenses | 3Q19 | 3Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Personnel | 304 | 312 | 308 | -2.56% | -1.30% | |||||||||||||||
Employees’ and managers’ profit sharing | -15 | 108 | 0 | -113.89% | — | |||||||||||||||
Forluz – Post-retirement Employee Benefits | 105 | 98 | 81 | 7.14% | 29.63% | |||||||||||||||
Materials | 20 | 20 | 41 | 0.00% | -51.22% | |||||||||||||||
Outsourced services | 308 | 302 | 262 | 1.99% | 17.56% | |||||||||||||||
Energy purchased for resale | 3,034 | 2,526 | 3,493 | 20.11% | -13.14% | |||||||||||||||
Depreciation and Amortization | 244 | 248 | 208 | -1.61% | 17.31% | |||||||||||||||
Operating Provisions | 1,297 | 869 | 135 | 49.25% | 860.74% | |||||||||||||||
Charges for use of the national grid | 376 | 368 | 332 | 2.17% | 13.25% | |||||||||||||||
Gas bought for resale | 375 | 330 | 341 | 13.64% | 9.97% | |||||||||||||||
Construction costs | 342 | 266 | 209 | 28.57% | 63.64% | |||||||||||||||
Other Expenses | 96 | 42 | 112 | 128.57% | -14.29% | |||||||||||||||
Total | 6,486 | 5,489 | 5,522 | 18.16% | 17.46% |
Financial Result Breakdown | 3Q19 | 3Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
FINANCEINCOME | ||||||||||||||||||||
Income from cash investments | 32 | 26 | 39 | 23.08% | -17.95% | |||||||||||||||
Arrears fees on sale of energy | 90 | 96 | 92 | -6.25% | -2.17% | |||||||||||||||
Monetary variations – CVA | 31 | 32 | 23 | -3.13% | ||||||||||||||||
Monetary updating on Court escrow deposits | 12 | 13 | 3 | -7.69% | 300.00% | |||||||||||||||
Pasep and Cofins charged on finance income | -13 | -41 | -13 | -68.29% | 0.00% | |||||||||||||||
Gain on Financial instruments - Swap | 486 | 461 | 142 | 5.42% | 242.25% | |||||||||||||||
Updating of the tax credits in PIS, Pasep and Cofins taxes | 22 | 1,553 | 0 | — | — | |||||||||||||||
Liabilities with related parties | 2 | 23 | -17 | -91.30% | ||||||||||||||||
Others | 26 | 109 | 93 | -76.15% | -72.04% | |||||||||||||||
618 | 2,272 | 362 | -72.80% | 70.72% | ||||||||||||||||
FINANCEEXPENSES | ||||||||||||||||||||
Costs of loans and financings | 339 | 303 | 352 | 11.88% | -3.69% | |||||||||||||||
Foreign exchange variations | 429 | -33 | 227 | -1400.00% | 88.99% | |||||||||||||||
Monetary updating – loans and financings | 17 | 39 | 45 | -56.41% | -62.22% | |||||||||||||||
Charges and monetary updating on post-retirement obligation | 11 | 18 | 20 | -38.89% | -45.00% | |||||||||||||||
Others | 56 | 37 | 51 | 51.35% | 9.80% | |||||||||||||||
852 | 364 | 695 | 134.07% | 22.59% | ||||||||||||||||
NETFINANCE INCOME(EXPENSES) | -234 | 1,908 | -333 | -112.26% | -29.73% | |||||||||||||||
Statement of Results | 3Q19 | 3Q19 | 3Q18 | QoQ | YoY | |||||||||||||||
Net Revenue | 6,070 | 7,017 | 6,253 | -13.50% | -2.93% | |||||||||||||||
Operating Expenses | 6,486 | 5,489 | 5,522 | 18.16% | 17.46% | |||||||||||||||
EBIT | -416 | 1,528 | 731 | -127.23% | -156.91% | |||||||||||||||
Share of profit (loss) in associates and joint ventures | 58 | 36 | -50 | 61.11% | -216.00% | |||||||||||||||
EBITDA | -114 | 1,812 | 902 | -106.29% | -112.64% | |||||||||||||||
Financial Result | -234 | 1,908 | -333 | -112.26% | -29.73% | |||||||||||||||
Provision for Income Taxes, Social Cont & Deferred Income Tax | 86 | -1,357 | -118 | -106.34% | -172.88% | |||||||||||||||
Netprofitfortheperiodattributabletoequityholdersoftheparent | -506 | 2,115 | 230 | -123.92% | -320.00% | |||||||||||||||
Net profit for the period attributable to non-controlling interests | 224 | 0 | 14 | — | 1500.00% | |||||||||||||||
NETPROFIT | -282 | 2,115 | 244 | -113.33% | -215.57% |
43
Cash Flow Statement | 9M19 | 9M18 | ||||||
Cashatbeginningofperiod | 891 | 1,030 | ||||||
Cashgeneratedbyoperations | 1,149 | 776 | ||||||
Net income for the period from going concern operations | 2,630 | 698 | ||||||
Current and deferred income tax and Social Contribution tax | 294 | -91 | ||||||
Depreciation and amortization | 723 | 619 | ||||||
CVA and other financial components | 66 | -1,216 | ||||||
Equity gain (loss) in subsidiaries | -161 | 76 | ||||||
Provisions (reversals) for operational losses | 2,275 | 402 | ||||||
Dividends received from equity holdings | 187 | 235 | ||||||
Interest and monetary variation | 881 | 964 | ||||||
Interest paid on loans and financings | -845 | -834 | ||||||
credits of taxes awarded in the ICMS tax case | -2,963 | 0 | ||||||
Others | -1,938 | -77 | ||||||
Financingactivities | -401 | 49 | ||||||
Lease payments | -49 | 0 | ||||||
Payments of loans and financings | -4,750 | -2,505 | ||||||
Financings obtained and capital increase | 4,477 | 2,444 | ||||||
Interest on Equity, and dividends | -79 | 0 | ||||||
Capital Increase / Subscription of shares to be capitalized | 0 | 110 | ||||||
Investmentactivity | -944 | -361 | ||||||
Cash generated from discontinued operations | 625 | -8 | ||||||
Securities - Financial Investment | 32 | 437 | ||||||
Contract assets - Distribution and gas infrastructure | -1,527 | -563 | ||||||
Financial assets | -29 | -176 | ||||||
Fixed and Intangible assets | -45 | -51 | ||||||
0 | 0 | |||||||
Cashatendofperiod | 695 | 1,494 |
44
BALANCE SHEETS (CONSOLIDATED) - ASSETS | 9M19 | 2018 | ||||||
CURRENT | 10,296 | 27,796 | ||||||
Cash and cash equivalents | 695 | 891 | ||||||
Securities | 863 | 704 | ||||||
Consumers and traders | 4,564 | 4,092 | ||||||
Financial assets of the concession | 1,124 | 1,070 | ||||||
Contractual assets | 180 | 131 | ||||||
Tax offsetable | 99 | 124 | ||||||
Income tax and Social Contribution tax recoverable | 632 | 387 | ||||||
Dividends receivable | 41 | 120 | ||||||
Restricted cash | 16 | 91 | ||||||
Inventories | 38 | 36 | ||||||
Advances to suppliers | 30 | 7 | ||||||
Refund tariff subsidies | 415 | 30 | ||||||
Low Income Subsidy | 29 | 69 | ||||||
Derivative financial instruments – Swaps | 216 | 90 | ||||||
Other credits | 96 | 19,446 | ||||||
Assets classified as held for sale | 1,258 | 32,058 | ||||||
NON-CURRENT | 39,765 | 109 | ||||||
Securities | 12 | 109 | ||||||
Consumers and traders | 80 | 81 | ||||||
Tax offsetable | 2,534 | 2,501 | ||||||
Income and Social Contribution taxes recoverable | 6,308 | 242 | ||||||
income tax and Social Contribution tax | 1,960 | 2,152 | ||||||
Escrow deposits in legal actions | — | — | ||||||
Derivative financial instruments – Swaps | 1,654 | 744 | ||||||
Other credits | 718 | 1,031 | ||||||
Financial assets of the concession | 4,991 | 4,927 | ||||||
Contractual assets | 1,724 | 1,598 | ||||||
Investments | 5,585 | 5,235 | ||||||
Property, plant and equipment | 2,560 | 2,661 | ||||||
Intangible assets | 11,639 | 10,777 | ||||||
TOTALASSETS | 50,061 | 59,854 |
45
BALANCE SHEETS LIABILITIES AND SHAREHOLDERS’ EQUITY | 9M19 | 2018 | ||||||
CURRENT | 7,774 | 23,393 | ||||||
Suppliers | 2,059 | 1,801 | ||||||
Regulatory charges | 480 | 514 | ||||||
Profit sharing | 110 | 79 | ||||||
Taxes | 334 | 410 | ||||||
Income tax and Social Contribution tax | 111 | 112 | ||||||
Interest on Equity, and dividends, payable | 767 | 864 | ||||||
Loans and financings | 2,769 | 2,198 | ||||||
Payroll and related charges | 252 | 284 | ||||||
Post-retirement liabilities | 281 | 253 | ||||||
Other obligations | 517 | 528 | ||||||
Liabilities classified as held for sale | 0 | 16,272 | ||||||
NON-CURRENT | 94 | 78 | ||||||
Regulatory charges | 162 | 178 | ||||||
Loans and financings | 12,415 | 12,574 | ||||||
Taxes | 2 | 29 | ||||||
Income tax and Social Contribution tax | 919 | 728 | ||||||
Provisions | 1,852 | 641 | ||||||
Post-retirement liabilities | 4,808 | 4,736 | ||||||
PASEP / COFINS to be returned to consumers | 4,155 | 1,124 | ||||||
Derivative financial instruments | 452 | 419 | ||||||
Leasing - rights of use | 213 | 0 | ||||||
Others | 98 | 94 | ||||||
TOTALEQUITY | 17,211 | 15,938 | ||||||
Share capital | 7,294 | 7,294 | ||||||
Capital reserves | 2,249 | 2,249 | ||||||
Profit reserves | 6,361 | 6,362 | ||||||
Equity valuation adjustments | -1,344 | -1,327 | ||||||
Subscription of shares, to be capitalized | 2,647 | 0 | ||||||
Non-Controlling Interests | 4 | 1,360 | ||||||
TOTALLIABILITIESANDEQUITY | 50,061 | 59,854 |
46
6. PRESENTATION OF 3Q19 RESULTS
47
RESULTSRESULTS
Disclaimer Certain statements and estimates in this material may represent expectations about future events or results, which are subject to risks and uncertainties that may be known or unknown. There is no guarantee that the events or results will take place as referred to in these expectations. These expectations are based on the present assumptions and analyses from the point of view of our management, in accordance with their experience and other factors such as the macroeconomic environment, and market conditions in the electricity sector; and on our expectations for future results, many of which are not under our control. Important factors that could lead to significant differences between actual results and the projections about future events or results include our business strategy, Brazilian and international economic conditions, technology, our financial strategy, changes in the electricity sector, hydrological conditions, conditions in the financial and energy markets, uncertainty on our results from future operations, plans and objectives, and other factors. Because of these andother factors, our real results may differ significantly from those indicated in or implied by such statements. The information and opinions herein should not be understood as a recommendation to potential investors, and no investment decision should be based on the veracity, currentness or completeness of this information or these opinions. None of our professionals nor any of their related parties or representatives shall have any liability for any losses that may result from the use of the content of this presentation. To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could give rise to different results from those estimated by Cemig, please consult the section on Risk Factors included in the Reference Form filed with the Brazilian Securities Commission (CVM) – and in the 20-F form filed with the U.S. Securities and Exchange Commission (SEC). In this material, financial amounts are in R$ million (R$ mn) unless otherwise stated. Financial data reflect the adoption of IFRS.Disclaimer Certain statements and estimates in this material may represent expectations about future events or results, which are subject to risks and uncertainties that may be known or unknown. There is no guarantee that the events or results will take place as referred to in these expectations. These expectations are based on the present assumptions and analyses from the point of view of our management, in accordance with their experience and other factors such as the macroeconomic environment, and market conditions in the electricity sector; and on our expectations for future results, many of which are not under our control. Important factors that could lead to significant differences between actual results and the projections about future events or results include our business strategy, Brazilian and international economic conditions, technology, our financial strategy, changes in the electricity sector, hydrological conditions, conditions in the financial and energy markets, uncertainty on our results from future operations, plans and objectives, and other factors. Because of these andother factors, our real results may differ significantly from those indicated in or implied by such statements. The information and opinions herein should not be understood as a recommendation to potential investors, and no investment decision should be based on the veracity, currentness or completeness of this information or these opinions. None of our professionals nor any of their related parties or representatives shall have any liability for any losses that may result from the use of the content of this presentation. To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could give rise to different results from those estimated by Cemig, please consult the section on Risk Factors included in the Reference Form filed with the Brazilian Securities Commission (CVM) – and in the 20-F form filed with the U.S. Securities and Exchange Commission (SEC). In this material, financial amounts are in R$ million (R$ mn) unless otherwise stated. Financial data reflect the adoption of IFRS.
Highlights Cemig quality indicators th Cemig GT - 4 Auction to Provision for social Gain on disposal and re- purchase renewable- security contributions measurement of equity source supply on profit shares interestHighlights Cemig quality indicators th Cemig GT - 4 Auction to Provision for social Gain on disposal and re- purchase renewable- security contributions measurement of equity source supply on profit shares interest
¾ ƒƒƒ Provision for tax claim 4 – Social Security contributions on profit shares The federal tax authority opened administrative and judicial proceedings against Cemig relating to: Social security contributions on profit sharing payments, in 1999–2016. The authority argues that Cemig had not complied with Law 10101/2000, by allegedly not previously established clear rules and objectives for distribution of these amounts. The chances of loss in this dispute have been reassessed, from ‘possible’ to ‘probable’. Amounts provisioned – R$ ’000 Cemig H Cemig D Cemig GT Total 160,259 763,729 258,625 1,182,613 Impact on net profit (R$ ’000 ) 116,277 566,833 179,252 862,313¾ ƒƒƒ Provision for tax claim 4 – Social Security contributions on profit shares The federal tax authority opened administrative and judicial proceedings against Cemig relating to: Social security contributions on profit sharing payments, in 1999–2016. The authority argues that Cemig had not complied with Law 10101/2000, by allegedly not previously established clear rules and objectives for distribution of these amounts. The chances of loss in this dispute have been reassessed, from ‘possible’ to ‘probable’. Amounts provisioned – R$ ’000 Cemig H Cemig D Cemig GT Total 160,259 763,729 258,625 1,182,613 Impact on net profit (R$ ’000 ) 116,277 566,833 179,252 862,313
9 ƒƒ th 4 auction to acquire renewable supply 5 Successful auctions to buy incentive-bearing supply – solar and/or wind – in the Free Market Incentive is 50% discount on TUSD and TUST. Total acquired: 798.97 MW average Auctions Period of Date MW Start average supply st 1 Jun. 6, 2018 431.49 Jan. 2022 20 years nd 2 Oct. 4, 2018 152.50 Jan. 2022 20 years rd 3 Sep. 13, 2019 196.98 Jan. 2023 19 years th 4 Nov. 14, 2019 18.00 Jan. 2023 19 years Total 798.97 MW average9 ƒƒ th 4 auction to acquire renewable supply 5 Successful auctions to buy incentive-bearing supply – solar and/or wind – in the Free Market Incentive is 50% discount on TUSD and TUST. Total acquired: 798.97 MW average Auctions Period of Date MW Start average supply st 1 Jun. 6, 2018 431.49 Jan. 2022 20 years nd 2 Oct. 4, 2018 152.50 Jan. 2022 20 years rd 3 Sep. 13, 2019 196.98 Jan. 2023 19 years th 4 Nov. 14, 2019 18.00 Jan. 2023 19 years Total 798.97 MW average
9 99 ƒƒ Recalculation of DEC 6 Aneel served infringement notice on Cemig Disagreement on details of method used for calculation of the indicators for 2016 and 2017 Cemig was fined R$ 29 million. In October 2019 Cemig re-presented calculation of the indicators to Aneel. Indicators remained within the required limits. 11.62 11.32 11.03 10.73 11.57 11.18 10.42 2.23 2.16 1.85 7.98 1.58 9.34 9.02 8.57 9M19 6.4 2016 2017 2018 2019 DECi - Accidental DECi - Programmed DECi Upper limit++9 99 ƒƒ Recalculation of DEC 6 Aneel served infringement notice on Cemig Disagreement on details of method used for calculation of the indicators for 2016 and 2017 Cemig was fined R$ 29 million. In October 2019 Cemig re-presented calculation of the indicators to Aneel. Indicators remained within the required limits. 11.62 11.32 11.03 10.73 11.57 11.18 10.42 2.23 2.16 1.85 7.98 1.58 9.34 9.02 8.57 9M19 6.4 2016 2017 2018 2019 DECi - Accidental DECi - Programmed DECi Upper limit++
9999 ƒƒ Disposal of shares in Light 7 Cemig maintains commitment to execute its Disinvestment Program Sold: 33,333,333 shares in Light at R$ 18.75 per share. Total: R$ 625 million. Gain from the disposal of this position was R$ 224 million. Capital gain: R$ 73 million. Result of remeasurement: R$ 151 million. Other stockholders 22.6% 6.3% 71.1%9999 ƒƒ Disposal of shares in Light 7 Cemig maintains commitment to execute its Disinvestment Program Sold: 33,333,333 shares in Light at R$ 18.75 per share. Total: R$ 625 million. Gain from the disposal of this position was R$ 224 million. Capital gain: R$ 73 million. Result of remeasurement: R$ 151 million. Other stockholders 22.6% 6.3% 71.1%
Electricity market of 3Q19 - GWh 8 Cemig D Cemig GT 2.2% Market of Cemig GT Cemig D: Billed market + Transmission 0.1% 92 88 4.5% 7,908 7,730 880 868 1.4% 11,168 11,153 10.3% 582 1,060 1,056 522 0.4% 1,477 1,500 1.6% 4.7% 2,611 4,869 2,489 4,898 0.6% 1.7% 5,166 5,078 0.7% 0.1% 4,715 4,719 6,299 6,255 2.5% 2,497 2,559 3Q18* 3Q19 3Q18 3Q19 Free Clients Free Market 3Q18 3Q19 Regulated Market Residential Industrial Commercial Sales in Free Market: traders and generators; and Final consumers Transported Rural Other Distributors ‘bilateral’ contracts with other agents. * Includes sales of: Cemig PCH, Horizontes, Sá Carvalho, Rosal, and the Praias de Parajuru and Volta do Rio Wind farms.Electricity market of 3Q19 - GWh 8 Cemig D Cemig GT 2.2% Market of Cemig GT Cemig D: Billed market + Transmission 0.1% 92 88 4.5% 7,908 7,730 880 868 1.4% 11,168 11,153 10.3% 582 1,060 1,056 522 0.4% 1,477 1,500 1.6% 4.7% 2,611 4,869 2,489 4,898 0.6% 1.7% 5,166 5,078 0.7% 0.1% 4,715 4,719 6,299 6,255 2.5% 2,497 2,559 3Q18* 3Q19 3Q18 3Q19 Free Clients Free Market 3Q18 3Q19 Regulated Market Residential Industrial Commercial Sales in Free Market: traders and generators; and Final consumers Transported Rural Other Distributors ‘bilateral’ contracts with other agents. * Includes sales of: Cemig PCH, Horizontes, Sá Carvalho, Rosal, and the Praias de Parajuru and Volta do Rio Wind farms.
99 ƒ Consolidated net revenue in 3Q19 9 R$ mn Cemig, Consolidated Cemig D Cemig GT 3Q18–3Q19: –2.9% 3Q18–3Q19: 0.2% 3Q18–3Q19: –4.3% 1,846 6,252 1,766 6,071 3,915 3,909 3Q18 3Q19 3Q18 3Q19 3Q18 3Q19 CVA and Other financial components: Total impacting revenue in 3Q19 is down R$ 668 million compared to 3Q18. In 3Q19 – Negative item: (–) R$ 35 million In 3Q18 – Positive item (gain): (+) R$ 633 million 99 ƒ Consolidated net revenue in 3Q19 9 R$ mn Cemig, Consolidated Cemig D Cemig GT 3Q18–3Q19: –2.9% 3Q18–3Q19: 0.2% 3Q18–3Q19: –4.3% 1,846 6,252 1,766 6,071 3,915 3,909 3Q18 3Q19 3Q18 3Q19 3Q18 3Q19 CVA and Other financial components: Total impacting revenue in 3Q19 is down R$ 668 million compared to 3Q18. In 3Q19 – Negative item: (–) R$ 35 million In 3Q18 – Positive item (gain): (+) R$ 633 million
Operating costs and expenses – consolidated 10 R$ mn Changes, 3Q18–3Q19 17.5% 1,092 0.69% PMSO 133 45 44 36 34 24 6,486 5,522 -4 -15 -20 -17 -459 3Q18 3Q19Operating costs and expenses – consolidated 10 R$ mn Changes, 3Q18–3Q19 17.5% 1,092 0.69% PMSO 133 45 44 36 34 24 6,486 5,522 -4 -15 -20 -17 -459 3Q18 3Q19
PMSO 11 R$ mn 925 887 723 743 734 728 717 3Q18–3Q19 PMSO 707 700 676 649 0.69% 542 422 400 359 349 344 332 308 312 304 3Q18–3Q19 Personnel 352 1.30% 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19PMSO 11 R$ mn 925 887 723 743 734 728 717 3Q18–3Q19 PMSO 707 700 676 649 0.69% 542 422 400 359 349 344 332 308 312 304 3Q18–3Q19 Personnel 352 1.30% 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19
Cemig D: Ebitda, Opex: regulatory vs. real – 9M19 12 109 2,927 129 824 R$ mn 485 764 764 2,133 Opex: Profit shares 26 94 206 Regulatory vs. Real 2,163 Opex Regulatory vs. Real adj 137.2% 101.4% Opex Difference: R$ 794mn Difference: R$ 30mn Regulatory PMSO Pension Voluntary Fines, etc. Provisions AFDA* Real Profit plan Retirement shares Program ( * Allowance for doubtful accounts ) 62 30 1,691 764 1,598 R$ mn 830 126 Ebitda: 65 Adjusted vs. Regulatory, Ebitda 94.5% Difference: R$ -93mn Regulatory Other revenues Opex Provisions for Non- Other Adjustment Real Ebitda Ebitda profit sharing technical losses differences ICMS* case * Exclusion of ICMS tax from the taxable base for Pasep and Cofins taxesCemig D: Ebitda, Opex: regulatory vs. real – 9M19 12 109 2,927 129 824 R$ mn 485 764 764 2,133 Opex: Profit shares 26 94 206 Regulatory vs. Real 2,163 Opex Regulatory vs. Real adj 137.2% 101.4% Opex Difference: R$ 794mn Difference: R$ 30mn Regulatory PMSO Pension Voluntary Fines, etc. Provisions AFDA* Real Profit plan Retirement shares Program ( * Allowance for doubtful accounts ) 62 30 1,691 764 1,598 R$ mn 830 126 Ebitda: 65 Adjusted vs. Regulatory, Ebitda 94.5% Difference: R$ -93mn Regulatory Other revenues Opex Provisions for Non- Other Adjustment Real Ebitda Ebitda profit sharing technical losses differences ICMS* case * Exclusion of ICMS tax from the taxable base for Pasep and Cofins taxes
Ebitda – 3Q19 13 R$ mn Cemig D Cemig GT Cemig, Consolidated 3Q18–3Q19 % 3Q18–3Q19 72.5% 3Q18–3Q19 87.8% Ebitda of Cemig D Ebitda of Cemig GT 3Q18–3Q19 Adjusted: 34.9% 3Q18 to 3Q19 Adjusted 21.5% 3Q18–3Q19 Adjusted: 9.1% 334 258 309 2 275 1,183 984 618 763 902 458 76 110 3Q18 3Q19 Provisions 3Q19 3Q18 3Q19 adju Ga sted in on disposProvi al* sions - 3Q19 -145 3Q18 3Q19 Gain on Provisions 3Q19 adjusted - profit profit… adjusted disposal* - profit sharing sharing 3Q18 3Q19 Provisions - 3Q19 case adjusted profit sharing case • Disposal of interest in and control of Light – details in Note 36 to the financial statements. Ebitda – 3Q19 13 R$ mn Cemig D Cemig GT Cemig, Consolidated 3Q18–3Q19 % 3Q18–3Q19 72.5% 3Q18–3Q19 87.8% Ebitda of Cemig D Ebitda of Cemig GT 3Q18–3Q19 Adjusted: 34.9% 3Q18 to 3Q19 Adjusted 21.5% 3Q18–3Q19 Adjusted: 9.1% 334 258 309 2 275 1,183 984 618 763 902 458 76 110 3Q18 3Q19 Provisions 3Q19 3Q18 3Q19 adju Ga sted in on disposProvi al* sions - 3Q19 -145 3Q18 3Q19 Gain on Provisions 3Q19 adjusted - profit profit… adjusted disposal* - profit sharing sharing 3Q18 3Q19 Provisions - 3Q19 case adjusted profit sharing case • Disposal of interest in and control of Light – details in Note 36 to the financial statements.
Net profit, 3Q19 14 R$ mn Cemig, Consolidated Cemig GT Cemig D 3Q18–3Q19 % 3Q18–3Q19 % 3Q18–3Q19 119.7% 3Q18–3Q19 Adjusted: 45.3% 3Q18–3Q19 Adjusted: 49.4% 3Q18–3Q19 % 224 862 251 566 356 168 245 45 179 -282 -61 -315 -134 3Q18 3Q19 Gain on Provision - 3Q19 adjusted disposal* profit sharing 3Q18 3Q19 adjusted Provision - 3Q19 case profit sharing 3Q18 3Q19 adjusted Provision – 3Q19 case profit sharing case • Disposal of interest in and control of Light – details in Note 36 to the financial statements. Net profit, 3Q19 14 R$ mn Cemig, Consolidated Cemig GT Cemig D 3Q18–3Q19 % 3Q18–3Q19 % 3Q18–3Q19 119.7% 3Q18–3Q19 Adjusted: 45.3% 3Q18–3Q19 Adjusted: 49.4% 3Q18–3Q19 % 224 862 251 566 356 168 245 45 179 -282 -61 -315 -134 3Q18 3Q19 Gain on Provision - 3Q19 adjusted disposal* profit sharing 3Q18 3Q19 adjusted Provision - 3Q19 case profit sharing 3Q18 3Q19 adjusted Provision – 3Q19 case profit sharing case • Disposal of interest in and control of Light – details in Note 36 to the financial statements.
Cemig, consolidated: debt profile 15 Maturities timetable – Average tenor: 4.4 years Main indexors Total net debt: R$ 13.6 billion 6,720 42% 31% 2% 25% 2,333 1,795 1,177 973 797 650 CDI IPCA US Dollar Others 2019 2020 2021 2022 2023 2024 2025 Main indexors Cost of debt – % Net debt 15.89 4.98 14.28 3.52 3.46 3.01 3.03 2.82 Adjusted 9.32 9.09 9.12 Ebitda* 9.04 7.96 50.4 46.1 44.3 43.2 44.1 39.8 8.40 Net debt 6.01 5.23 5.53 4.84 4.58 3.74 Stockholders’ 2015 2016 2017 2018 Mar-19 Jun-19 Sep-19 equity + Net 2016 2017 2018 Mar-19 Jun-19 Sep-19 debt Real Nominal * Adjustments: ICMS tax ruling, discontinued operation, Renova provision, profit sharing.Cemig, consolidated: debt profile 15 Maturities timetable – Average tenor: 4.4 years Main indexors Total net debt: R$ 13.6 billion 6,720 42% 31% 2% 25% 2,333 1,795 1,177 973 797 650 CDI IPCA US Dollar Others 2019 2020 2021 2022 2023 2024 2025 Main indexors Cost of debt – % Net debt 15.89 4.98 14.28 3.52 3.46 3.01 3.03 2.82 Adjusted 9.32 9.09 9.12 Ebitda* 9.04 7.96 50.4 46.1 44.3 43.2 44.1 39.8 8.40 Net debt 6.01 5.23 5.53 4.84 4.58 3.74 Stockholders’ 2015 2016 2017 2018 Mar-19 Jun-19 Sep-19 equity + Net 2016 2017 2018 Mar-19 Jun-19 Sep-19 debt Real Nominal * Adjustments: ICMS tax ruling, discontinued operation, Renova provision, profit sharing.
Cemig D – Debt profile 16 Maturities timetable – Average tenor: 4.1 years Main indexors Total net debt: R$ 5.6 billion 62% 1,080 973 802 778 777 738 524 1% 37% 88 2019 2020 2021 2022 2023 2024 2025 2026 CDI IPCA Others Cost of debt – % Leverage – % 15.87 14.31 Net debt 12.55 Adjusted 5.84 9.28 3.49 8.93 8.94 8.86 2.99 3.06 2.91 Ebitda* 6.65 68.5 56.5 53.5 51.5 8.06 48.4 46.0 Net debt 5.87 5.37 5.08 4.56 4.01 3.68 Stockholders’ equity + Net 2015 2016 2017 2018 Mar-19 Jun-19 Sep-19 debt 2016 2017 2018 Mar-19 Jun-19 Sep-19 Real Nominal * Adjustments for ICMS tax ruling.Cemig D – Debt profile 16 Maturities timetable – Average tenor: 4.1 years Main indexors Total net debt: R$ 5.6 billion 62% 1,080 973 802 778 777 738 524 1% 37% 88 2019 2020 2021 2022 2023 2024 2025 2026 CDI IPCA Others Cost of debt – % Leverage – % 15.87 14.31 Net debt 12.55 Adjusted 5.84 9.28 3.49 8.93 8.94 8.86 2.99 3.06 2.91 Ebitda* 6.65 68.5 56.5 53.5 51.5 8.06 48.4 46.0 Net debt 5.87 5.37 5.08 4.56 4.01 3.68 Stockholders’ equity + Net 2015 2016 2017 2018 Mar-19 Jun-19 Sep-19 debt 2016 2017 2018 Mar-19 Jun-19 Sep-19 Real Nominal * Adjustments for ICMS tax ruling.
Cemig GT – debt profile 17 Maturities timetable – Average tenor: 4.4 years Main indexors Total net debt: R$ 7.5 billion 77% 6,196 2% 8% 13% 634 502 618 348 0 CDI IPCA Dólar Others 2019 2020 2021 2022 2023 2024 Hedge instrument transformed debt in US dollars into percentage of CDI rate, within an FX variation band. Cost of debt – % Leverage – % Net debt 16.03 14.41 5.60 5.14 Adjusted 3.78 3.95 3.58 9.36 9.46 9.30 9.23 9.12 Ebitda* 62.9 60.6 60.7 8.59 57.7 Net debt 56.4 6.14 5.77 5.89 55.1 5.45 4.71 3.66 Stockholders’ 2015 2016 2017 2018 Mar-19 Jun-19 Sep-19 equity + Net debt 2016 2017 2018 Mar-19 Jun-19 Sep-19 Real Nominal * Adjustments for: ICMS tax ruling, Renova provision.Cemig GT – debt profile 17 Maturities timetable – Average tenor: 4.4 years Main indexors Total net debt: R$ 7.5 billion 77% 6,196 2% 8% 13% 634 502 618 348 0 CDI IPCA Dólar Others 2019 2020 2021 2022 2023 2024 Hedge instrument transformed debt in US dollars into percentage of CDI rate, within an FX variation band. Cost of debt – % Leverage – % Net debt 16.03 14.41 5.60 5.14 Adjusted 3.78 3.95 3.58 9.36 9.46 9.30 9.23 9.12 Ebitda* 62.9 60.6 60.7 8.59 57.7 Net debt 56.4 6.14 5.77 5.89 55.1 5.45 4.71 3.66 Stockholders’ 2015 2016 2017 2018 Mar-19 Jun-19 Sep-19 equity + Net debt 2016 2017 2018 Mar-19 Jun-19 Sep-19 Real Nominal * Adjustments for: ICMS tax ruling, Renova provision.
Investor Relations Tel: +55 (31) 3506-5024 ri@cemig.com.br http://ri.cemig.com.br.Investor Relations Tel: +55 (31) 3506-5024 ri@cemig.com.br http://ri.cemig.com.br.
7. MATERIAL ANNOUNCEMENT DATED DECEMBER 17, 2019: RENOVA FILES RECOVERY PLAN
66
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
LISTED COMPANY – CNPJ17.155.730/0001-64 – NIRE 31300040127
MATERIAL ANNOUNCEMENT
Renova files Recovery Plan
Cemig (Companhia Energética de Minas Gerais, listed in São Paulo, New York and Madrid), in compliance with CVM Instruction 358 of January 3, 2002 as amended,hereby reportsto the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (B3) and the marketas follows:
Today, Cemig’s affiliated companyRenova Energia S.A. (‘Renova’) published the following Material Announcement:
“ | In compliance with CVM Instruction 358/2002,Renova Energia S.A. – in Judicial Recovery (RNEW3; RNEW4 and RNEW11) (‘the Company’ or ‘Renova’), informs its stockholders and the public that on today’s date it has filed its Recovery Plan in its proceedings on Judicial Recovery, Nº1103257-54.2019.8.26.0100, before the 2nd Bankruptcy and Judicial Recovery Court of the Legal District of São Paulo State. |
All the documents required by the Corporate Law and the applicable CVM rules, related to the subject of this Material Announcement are available to stockholders of the Company at (www.ri.renovaenergia.com.br). All this material is also available in copy on the Empresas.NET system of the CVM (www.cvm.com.br) and on the website of B3 (www.b3.com.br).
The Company reiterates its commitment to keeping stockholders and the market in general fully and timely informed in accordance with the applicable legislation. ”
Belo Horizonte, December 17, 2019
Maurício Fernandes Leonardo Júnior
Chief Finance and Investor Relations Officer
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
67
8. NOTICE TO STOCKHOLDERS DATED DECEMBER 18, 2019: PAYMENTS OF INTEREST ON EQUITY
68
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
LISTED COMPANY – CNPJ17.155.730/0001-64 – NIRE 31300040127
NOTICE TO STOCKHOLDERS
Payments of Interest on Equity
Cemigadvises its stockholders:
The Executive Board has decided that the Company will payInterest on Equity in the amount ofR$ 400,000,000.00 (four hundred million Reais), corresponding toR$ 0.27431232108 per share, to be accounted as part of the minimum obligatory dividend for 2019. Of this amount income tax of 15% will be withheld at source, in accordance with the legislation, except for stockholders exempt from this retention, in accordance with the legislation.
For shares traded on the São Paulo stock exchange (B3), this benefit will be paid to stockholders of record onDecember 23, 2019, in two equal installments, byJune 30, 2020 andDecember 30, 2020. The shares will trade ‘ex–’ these rights onDecember 26, 2019.
Stockholders whose shares are not held in custody by CBLC and whose registration details are not up to date should visit any branch of Banco Itaú Unibanco S.A. (the institution which administers Cemig’s Nominal Share Registry System), carrying their personal identification documents, for the necessary updating.
Belo Horizonte, December 18, 2019.
Maurício Fernandes Leonardo Júnior
Chief Finance and Investor Relations Officer
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
69
9. MATERIAL ANNOUCEMENT DATED DECEMBER 27, 2019: RENOVA OBTAINS AUTHORIZATION TO CONTRACT DIP LOAN
70
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
LISTED COMPANY – CNPJ17.155.730/0001-64 – NIRE 31300040127
MATERIAL ANNOUNCEMENT
Renova obtains authorization to contract DIP loan
Cemig (Companhia Energética de Minas Gerais, listed in São Paulo, New York and Madrid), in compliance with CVM Instruction 358 of January 3, 2002 as amended,hereby reportsto the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (B3) and the marketas follows:
Cemig’s affiliated company Renova Energia S.A. (‘Renova’) today published the following Material Announcement:
“ | Renova Energia S.A. – In Judicial Recovery (RNEW3; RNEW 4 and RNEW11) (‘the Company’ or ‘Renova’), in accordance with CVM Instruction 358/2002 as amended,hereby informs its stockholders and the publicas follows: |
On today’s date the 2nd Court for Bankruptcies and Judicial Recovery of the Legal District of São Paulo State, in Judicial Recovery proceedings Nº1103257-54.2019.8.26.0100, gave authorization for contracting of adebtor-in-possession (‘DIP’) loan with Companhia Energética de Minas Gerais – CEMIG, in the amount of R$ 6,500,000.00, necessary to support the essential expenses for maintaining the activities of the Company and its subsidiaries. The terms of the DIP obey the precise parameters and limitations established by the 2nd Court for Bankruptcies and Judicial Recovery of the Legal District of São Paulo State.
All the documents required by the Corporate Law, and the applicable CVM rules, related to the subject of this Material Announcement are available to stockholders of the Company on its website – atwww.ri.renovaenergia.com.br. All this material is also available in copy on the Empresas.NET system of the CVM (www.cvm.com.br) and on the website of the B3 (www.b3.com.br).
The Company reiterates its commitment to keeping stockholders and the market duly and timely informed in accordance with the applicable legislation. ”
Belo Horizonte, December 27, 2019.
Maurício Fernandes Leonardo Júnior
Chief Finance and Investor Relations Officer
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
71
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CONTENTS
STATEMENTS OF FINANCIAL POSITION | 74 | |||
STATEMENTS OF INCOME | 76 | |||
STATEMENTS OF COMPREHENSIVE INCOME | 78 | |||
STATEMENT OF CHANGES IN CONSOLIDATED EQUITY | 79 | |||
STATEMENTS OF CASH FLOWS | 80 | |||
STATEMENTS OF ADDED VALUE | 82 |
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS | 83 | |||
1. OPERATING CONTEXT | 83 | |||
2. BASIS OF PREPARATION | 84 | |||
3. PRINCIPLES OF CONSOLIDATION | 88 | |||
4. CONCESSIONS AND AUTHORIZATIONS | 89 | |||
5. CASH AND CASH EQUIVALENTS | 90 | |||
6. MARKETABLE SECURITIES | 90 | |||
7. CUSTOMERS, TRADERS AND POWER TRANSPORT CONCESSION HOLDERS | 91 | |||
8. RECOVERABLE TAXES | 92 | |||
9. PIS/PASEP AND COFINS TAXES CREDITS OVER ICMS – FINAL COURT JUDGMENT | 93 | |||
10. INCOME AND SOCIAL CONTRIBUTION TAXES | 95 | |||
11. RESTRICTED CASH | 98 | |||
12. ACCOUNTS RECEIVABLE FROM THE STATE OF MINAS GERAIS | 98 | |||
13. ESCROW DEPOSITS | 98 | |||
14. REIMBURSEMENT OF TARIFF SUBSIDIES | 99 | |||
15. CONCESSION FINANCIAL AND SECTOR ASSETS AND LIABILITIES | 99 | |||
16. CONCESSION CONTRACT ASSETS | 105 | |||
17. INVESTMENTS | 107 | |||
18. PROPERTY, PLANT AND EQUIPMENT | 117 | |||
19. INTANGIBLE ASSETS | 119 | |||
20. LEASING TRANSACTIONS | 121 | |||
21. SUPPLIERS | 123 | |||
22. TAXES AND AMOUNTS TO BE RESTITUTED TO CUSTOMERS | 123 | |||
23. LOANS, FINANCINGS AND DEBENTURES | 124 | |||
24. REGULATORY CHARGES | 129 | |||
25. POST-EMPLOYMENT OBLIGATIONS | 130 | |||
26. PROVISIONS | 131 | |||
27. EQUITY AND REMUNERATION TO SHAREHOLDERS | 139 | |||
28. SUBSIDIARIES WITH SIGNIFICANT INTERESTS HELD BYNON-CONTROLLING SHAREHOLDERS | 141 | |||
29. REVENUE | 142 | |||
30. OPERATING COSTS AND EXPENSES | 147 | |||
31. FINANCE INCOME AND EXPENSES | 153 | |||
32. RELATED PARTY TRANSACTIONS | 155 | |||
33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 159 | |||
34. THE ANNUAL TARIFF ADJUSTMENT FOR CEMIG D | 172 | |||
35. OPERATING SEGMENTS | 172 | |||
36. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS | 177 | |||
37. NON-CASH TRANSACTIONS | 179 | |||
38. SUBSEQUENT EVENTS | 179 |
CONSOLIDATED RESULTS | 181 | |||
OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL | 196 | |||
INDEPENDENT AUDITOR’S REVIEW REPORT ON QUARTERLY INFORMATION—ITR | 203 |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
73
STATEMENTS OF FINANCIAL POSITION
AS OF JUNE 30, 2019 AND DECEMBER 31, 2018
ASSETS
(Thousands of Brazilian Reais)
Note | Consolidated | Parent company | ||||||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||||
CURRENT | ||||||||||||||||||||
Cash and cash equivalents | 5 | 748,540 | 890,804 | 35,146 | 54,330 | |||||||||||||||
Marketable Securities | 6 | 665,710 | 703,551 | 91,498 | 80,781 | |||||||||||||||
Customers and traders and concession holders – Transport of energy | 7 | 4,498,657 | 4,091,722 | 2,713 | 5,813 | |||||||||||||||
Concession financial and sector assets | 15 | 1,239,932 | 1,070,384 | — | — | |||||||||||||||
Contract assets | 16 | 131,989 | 130,951 | — | — | |||||||||||||||
Recoverable taxes | 8 | 99,359 | 124,183 | 3,026 | 3,020 | |||||||||||||||
Income and Social Contribution taxes recoverable | 10a | 8,143 | 386,668 | — | 41,274 | |||||||||||||||
Dividends receivable | 32 | 45,519 | 119,743 | 936,555 | 945,584 | |||||||||||||||
Restricted cash | 11 | 100,936 | 90,993 | 129 | 129 | |||||||||||||||
Inventories | 33,592 | 35,619 | 10 | 10 | ||||||||||||||||
Advances to suppliers | 30,198 | 6,785 | — | — | ||||||||||||||||
Reimbursement of tariff subsidy payments | 14 | 96,373 | 90,845 | — | — | |||||||||||||||
Low-income subsidy | 27,696 | 30,232 | — | — | ||||||||||||||||
Derivative financial instruments | 33 | 114,916 | 69,643 | — | — | |||||||||||||||
Others | 399,065 | 507,918 | 9,608 | 13,801 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
8,240,625 | 8,350,041 | 1,078,685 | 1,144,742 | |||||||||||||||||
Assets classified as held for sale | 36 | 19,376,525 | 19,446,033 | 1,573,967 | 1,573,967 | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
TOTAL, CURRENT | 27,617,150 | 27,796,074 | 2,652,652 | 2,718,709 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
NON-CURRENT | ||||||||||||||||||||
Marketable Securities | 6 | 12,256 | 108,683 | — | 10,691 | |||||||||||||||
Advances to suppliers | 20,150 | 87,285 | — | — | ||||||||||||||||
Customers and traders and concession holders – Transport of energy | 7 | 84,808 | 80,889 | — | — | |||||||||||||||
Recoverable taxes | 8 | 6,235,934 | 242,356 | 488,098 | 3,672 | |||||||||||||||
Income and Social Contribution taxes recoverable | 9a | 2,102 | 5,516 | 409 | 2,401 | |||||||||||||||
Deferred income tax and Social Contribution tax | 9c | 1,898,417 | 2,146,863 | 778,178 | 809,270 | |||||||||||||||
Escrow deposits | 13 | 2,487,900 | 2,501,512 | 304,309 | 326,345 | |||||||||||||||
Derivative financial instruments | 33 | 1,269,354 | 743,692 | — | — | |||||||||||||||
Accounts receivable from Minas Gerais State | 12 | 238,428 | 245,566 | 238,428 | 245,566 | |||||||||||||||
Concession financial and sector assets | 15 | 4,909,814 | 4,927,498 | — | — | |||||||||||||||
Contract assets | 16 | 1,692,113 | 1,597,996 | — | — | |||||||||||||||
Investments | 17 | 5,286,346 | 5,234,578 | 14,885,254 | 12,405,706 | |||||||||||||||
Property, plant and equipment | 18 | 2,603,120 | 2,661,585 | 2,055 | 2,250 | |||||||||||||||
Intangible assets | 19 | 10,718,616 | 10,777,191 | 5,293 | 6,125 | |||||||||||||||
Leasing – rights of use | 20 | 306,052 | — | 5,303 | — | |||||||||||||||
Others | 173,423 | 697,389 | 25,713 | 35,756 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
TOTALNON-CURRENT | 37,938,833 | 32,058,599 | 16,733,040 | 13,847,782 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
TOTAL ASSETS | 65,555,983 | 59,854,673 | 19,385,692 | 16,566,491 | ||||||||||||||||
|
|
|
|
|
|
|
|
The Condensed Explanatory Notes are an integral part of the Interim financial information.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
74
STATEMENTS OF FINANCIAL POSITION
AS OF JUNE 30, 2019 AND DECEMBER 31, 2018
LIABILITIES
(Thousands of Brazilian Reais)
Note | Consolidated | Parent company | ||||||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||||
CURRENT | ||||||||||||||||||||
Suppliers | 21 | 1,840,794 | 1,801,252 | 7,562 | 9,285 | |||||||||||||||
Regulatory charges | 24 | 510,867 | 514,412 | 5,660 | 5,671 | |||||||||||||||
Employees’ and managers’ profit shares | 133,462 | 78,759 | 6,461 | 4,813 | ||||||||||||||||
Taxes payable | 22a | 334,636 | 409,825 | 7,230 | 45,014 | |||||||||||||||
Income tax and Social Contribution tax | 22b | 542,010 | 112,063 | 57,308 | — | |||||||||||||||
Interest on Capital, and dividends, payable | 767,593 | 863,703 | 765,266 | 861,420 | ||||||||||||||||
Loans, financings and debentures | 23 | 2,949,083 | 2,197,566 | — | — | |||||||||||||||
Payroll and related charges | 256,310 | 283,730 | 12,858 | 17,446 | ||||||||||||||||
Post-employment obligations | 25 | 277,531 | 252,688 | 23,093 | 13,774 | |||||||||||||||
Leasing | 20 | 91,572 | — | 2,646 | — | |||||||||||||||
Advances from customers | 7 | — | 79,405 | — | — | |||||||||||||||
Payable to related parties | 32 | — | — | 376,363 | 408,114 | |||||||||||||||
Other obligations | 481,443 | 527,942 | 2,785 | 12,084 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
8,185,301 | 7,121,345 | 1,267,232 | 1,377,621 | |||||||||||||||||
Liabilities directly related to assets held for sale | 36 | 16,162,392 | 16,272,239 | — | — | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
TOTAL, CURRENT | 24,347,693 | 23,393,584 | 1,267,232 | 1,377,621 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
NON-CURRENT | ||||||||||||||||||||
Regulatory charges | 24 | 164,286 | 178,525 | — | — | |||||||||||||||
Loans, financings and debentures | 23 | 10,927,306 | 12,574,262 | 46,704 | 45,081 | |||||||||||||||
Taxes payable | 22a | 30,606 | 29,396 | — | — | |||||||||||||||
Deferred income and Social Contribution | 10b | 890,476 | 728,419 | — | — | |||||||||||||||
Provisions | 26 | 687,801 | 640,671 | 74,017 | 64,204 | |||||||||||||||
Post-employment obligations | 25 | 4,780,053 | 4,735,656 | 500,488 | 495,677 | |||||||||||||||
Pasep and Cofins taxes to be reimbursed to customers | 22a | 4,110,513 | 1,123,680 | — | — | |||||||||||||||
Derivative financial instruments – Options | 33b | 441,094 | 419,148 | — | — | |||||||||||||||
Leasing | 219,640 | — | 2,554 | — | ||||||||||||||||
Other obligations | 96,223 | 92,005 | 5,185 | 5,189 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
TOTAL,NON-CURRENT | 22,347,998 | 20,521,762 | 628,948 | 610,151 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
TOTAL LIABILITIES | 46,695,691 | 43,915,346 | 1,896,180 | 1,987,772 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
SHAREHOLDERS’ EQUITY | 27 | |||||||||||||||||||
Share capital | 7,293,763 | 7,293,763 | 7,293,763 | 7,293,763 | ||||||||||||||||
Capital reserves | 2,249,721 | 2,249,721 | 2,249,721 | 2,249,721 | ||||||||||||||||
Profit reserves | 6,360,856 | 6,362,022 | 6,360,856 | 6,362,022 | ||||||||||||||||
Equity valuation adjustments | (1,339,234 | ) | (1,326,787 | ) | (1,339,234 | ) | (1,326,787 | ) | ||||||||||||
Retained earnings | 2,924,406 | — | 2,924,406 | — | ||||||||||||||||
ATTRIBUTABLE TO CONTROLLING SHAREHOLDERS | 27 | 17,489,512 | 14,578,719 | 17,489,512 | 14,578,719 | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
ATTRIBUTABLE TONON-CONTROLLING STOCKHOLDER | 1,370,780 | 1,360,608 | — | — | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
SHAREHOLDERS’ EQUITY | 18,860,292 | 15,939,327 | 17,489,512 | 14,578,719 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
TOTAL LIABILITIES AND EQUITY | 65,555,983 | 59,854,673 | 19,385,692 | 16,566,491 | ||||||||||||||||
|
|
|
|
|
|
|
|
The Condensed Explanatory Notes are an integral part of the Interim financial information.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
75
STATEMENTS OF INCOME
FOR THESIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018
(In thousands of Brazilian Reais – except Net earnings per share)
Note | Consolidated | Parent company | ||||||||||||||||||
Jan to Jun 2019 | Jan to Jun 2018 | Jan to Jun 2019 | Jan to Jun 2018 | |||||||||||||||||
CONTINUING OPERATIONS | ||||||||||||||||||||
NET REVENUE | 29 | 12,929,971 | 10,541,969 | 186,932 | 146 | |||||||||||||||
OPERATING COSTS | ||||||||||||||||||||
COST OF ENERGY AND GAS | 30 | |||||||||||||||||||
Energy bought for resale | (5,120,200 | ) | (5,082,598 | ) | — | — | ||||||||||||||
Charges for use of the national grid | (701,171 | ) | (808,580 | ) | — | — | ||||||||||||||
Gas bought for resale | (725,162 | ) | (556,459 | ) | — | — | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
(6,546,533 | ) | (6,447,637 | ) | — | — | |||||||||||||||
OTHER COSTS | 30 | |||||||||||||||||||
Personnel and managers | (534,273 | ) | (532,260 | ) | — | — | ||||||||||||||
Materials | (34,076 | ) | (22,966 | ) | — | — | ||||||||||||||
Outsourced services | (512,676 | ) | (413,971 | ) | — | — | ||||||||||||||
Depreciation and amortization | (407,737 | ) | (374,523 | ) | — | — | ||||||||||||||
Operating provisions | (100,827 | ) | (1,901 | ) | — | — | ||||||||||||||
Infrastructure construction cost | (465,225 | ) | (383,643 | ) | — | — | ||||||||||||||
Others | (31,795 | ) | (41,227 | ) | — | — | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
(2,086,609 | ) | (1,770,491 | ) | — | — | |||||||||||||||
TOTAL COST | (8,633,142 | ) | (8,218,128 | ) | — | — | ||||||||||||||
GROSS PROFIT | 4,296,829 | 2,323,841 | 186,932 | 146 | ||||||||||||||||
OPERATING EXPENSES | 30 | |||||||||||||||||||
Selling expenses | (126,978 | ) | (167,557 | ) | — | — | ||||||||||||||
General and administrative expenses | (286,038 | ) | (313,117 | ) | (36,886 | ) | (34,438 | ) | ||||||||||||
Operating provisions | (692,966 | ) | (102,795 | ) | (35,845 | ) | (78,189 | ) | ||||||||||||
Other operating expenses | (500,677 | ) | (256,325 | ) | (32,794 | ) | (29,545 | ) | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
(1,606,659 | ) | (839,794 | ) | (105,525 | ) | (142,172 | ) | |||||||||||||
Share of (loss) profit of associates and joint ventures, net | 17 | 103,500 | (26,233 | ) | 2,672,831 | 529,803 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Operating profit before financial revenue (expenses) and taxes | 2,793,670 | 1,457,814 | 2,754,238 | 387,777 | ||||||||||||||||
Finance income | 31 | 2,622,988 | 491,169 | 305,114 | 18,792 | |||||||||||||||
Finance expenses | 31 | (815,961 | ) | (1,345,801 | ) | (18,451 | ) | (3,085 | ) | |||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Income before finance income (expenses) and taxes | 4,600,697 | 603,182 | 3,040,901 | 403,484 | ||||||||||||||||
Current income and social contribution taxes | 10c | (1,278,146 | ) | (196,419 | ) | (97,959 | ) | — | ||||||||||||
Deferred income and social contribution taxes | 10c | (410,326 | ) | 25,574 | (31,092 | ) | 38,569 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income for the period from continuing operations | 2,912,225 | 432,337 | 2,911,850 | 442,053 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||||||
Net income for the period from discontinued operations | — | 21,372 | — | 11,358 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
NET INCOME FOR THE PERIOD | 2,912,225 | 453,709 | 2,911,850 | 453,411 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income for the period attributed to: | ||||||||||||||||||||
Equity holders of the parent | ||||||||||||||||||||
Net income from continuing operations | 2,911,850 | 432,039 | 2,911,850 | 442,053 | ||||||||||||||||
Net income from discontinued operations | — | 21,372 | — | 11,358 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income for the period attributed to equity holders of the parent | 2,911,850 | 453,411 | 2,911,850 | 453,411 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Interest ofnon-controlling shareholders | 28 | |||||||||||||||||||
Net income from continuing operations | 375 | 298 | — | — | ||||||||||||||||
Net income from discontinued operations | — | — | — | — | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income for the period attributed tonon-controlling shareholders | 375 | 298 | — | — | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
2,912,225 | 453,709 | 2,911,850 | 453,411 | |||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Basic and diluted profit per preferred share, R$ | 27 | 2.00 | 0.31 | 2.00 | 0.31 | |||||||||||||||
Basic and diluted profit per common share, R$ | 27 | 2.00 | 0.31 | 2.00 | 0.31 |
The Condensed Explanatory Notes are an integral part of the Interim financial information.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
76
STATEMENTS OF INCOME
FOR THESIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018
(In thousands of Brazilian Reais – except Net earnings per share)
Note | Consolidated | Parent company | ||||||||||||||||||
Apr to Jun 2019 | Apr to Jun 2018 | Apr to Jun 2019 | Apr to Jun 2018 | |||||||||||||||||
CONTINUING OPERATIONS | ||||||||||||||||||||
NET REVENUE | 29 | 7,016,793 | 5,606,538 | 184,195 | 73 | |||||||||||||||
OPERATING COSTS | ||||||||||||||||||||
COST OF ENERGY AND GAS | 30 | |||||||||||||||||||
Energy bought for resale | (2,526,019 | ) | (2,818,905 | ) | — | — | ||||||||||||||
Charges for use of the national grid | (367,375 | ) | (416,038 | ) | — | — | ||||||||||||||
Gas bought for resale | (330,180 | ) | (293,225 | ) | — | — | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
(3,223,574 | ) | (3,528,168 | ) | — | — | |||||||||||||||
OTHER COSTS | 30 | |||||||||||||||||||
Personnel and managers | (271,186 | ) | (291,458 | ) | — | — | ||||||||||||||
Materials | (21,604 | ) | (15,811 | ) | — | — | ||||||||||||||
Outsourced services | (292,920 | ) | (243,201 | ) | — | — | ||||||||||||||
Depreciation and amortization | (212,827 | ) | (179,837 | ) | — | — | ||||||||||||||
Operating provisions | (100,193 | ) | 10,876 | — | — | |||||||||||||||
Infrastructure construction cost | (266,107 | ) | (202,974 | ) | — | — | ||||||||||||||
Others | (29,635 | ) | (37,941 | ) | — | — | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
(1,194,472 | ) | (960,346 | ) | — | — | |||||||||||||||
TOTAL COST | (4,418,046 | ) | (4,488,514 | ) | — | — | ||||||||||||||
GROSS PROFIT | 2,598,747 | 1,118,024 | 184,195 | 73 | ||||||||||||||||
OPERATING EXPENSES | 30 | |||||||||||||||||||
Selling expenses | (47,627 | ) | (91,374 | ) | — | — | ||||||||||||||
General and administrative expenses | (63,328 | ) | (96,468 | ) | (15,019 | ) | (24,842 | ) | ||||||||||||
Operating provisions | (663,945 | ) | (59,109 | ) | (17,832 | ) | (38,878 | ) | ||||||||||||
Other operating expenses | (296,739 | ) | (124,165 | ) | (16,438 | ) | (15,170 | ) | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
(1,071,639 | ) | (371,116 | ) | (49,289 | ) | (78,890 | ) | |||||||||||||
Share of (loss) profit of associates and joint ventures, net | 36,274 | (83,107 | ) | 1,837,876 | 31,433 | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Operating profit before financial revenue (expenses) and taxes | 1,563,382 | 663,801 | 1,972,782 | (47,384 | ) | |||||||||||||||
Finance income | 31 | 2,272,470 | 249,315 | 302,108 | 7,544 | |||||||||||||||
Finance expenses | 31 | (363,883 | ) | (946,147 | ) | (8,786 | ) | (2,191 | ) | |||||||||||
Income before finance income (expenses) and taxes | 3,471,969 | (33,031 | ) | 2,266,104 | (42,031 | ) | ||||||||||||||
Current income and social contribution taxes | 10c | (973,424 | ) | (11,393 | ) | (97,959 | ) | — | ||||||||||||
Deferred income and social contribution taxes | 10c | (383,559 | ) | 12,166 | (53,371 | ) | 19,635 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income for the period from continuing operations | 2,114,986 | (32,258 | ) | 2,114,774 | (22,396 | ) | ||||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||||||
Net income for the period from discontinued operations | — | 21,372 | — | 11,358 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
NET INCOME FOR THE PERIOD | 2,114,986 | (10,886 | ) | 2,114,774 | (11,038 | ) | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income for the period attributed to: | ||||||||||||||||||||
Equity holders of the parent | ||||||||||||||||||||
Net income from continuing operations | 2,114,774 | (32,410 | ) | 2,114,774 | (22,396 | ) | ||||||||||||||
Net income from discontinued operations | — | 21,372 | — | 11,358 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income for the period attributed to equity holders of the parent | 2,114,774 | (11,038 | ) | 2,114,774 | (11,038 | ) | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Interest ofnon-controlling shareholders | 28 | |||||||||||||||||||
Net income from continuing operations | 212 | 152 | — | — | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income from discontinued operations | — | — | — | — | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net income for the period attributed tonon-controlling shareholders | 212 | 152 | — | — | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
2,114,986 | (10,886 | ) | 2,114,774 | (11,038 | ) | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Basic and diluted profit per preferred share, R$ | 27 | 1.45 | (0.01 | ) | 1.45 | (0.01 | ) | |||||||||||||
Basic and diluted profit per common share, R$ | 27 | 1.45 | (0.01 | ) | 1.45 | (0.01 | ) |
The Condensed Explanatory Notes are an integral part of the Interim financial information.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
77
STATEMENTS OF COMPREHENSIVE INCOME
FOR THESIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018
(Thousands of Brazilian Reais)
Consolidated | Parent company | |||||||||||||||
Jan to Jun 2019 | Jan to Jun 2018 | Jan to Jun 2019 | Jan to Jun 2018 | |||||||||||||
NET INCOME FOR THE PERIOD | 2,912,225 | 453,709 | 2,911,850 | 453,411 | ||||||||||||
OTHER COMPREHENSIVE INCOME | ||||||||||||||||
Items not to be reclassified to profit or loss in subsequent periods | ||||||||||||||||
Post retirement liabilities – remeasurement of obligations of the defined benefit plans | (1,316 | ) | (416 | ) | — | — | ||||||||||
Income and social contribution tax on restatement of defined benefit plans | 448 | — | — | — | ||||||||||||
Equity gain (loss) on other comprehensive income in subsidiary andjointly-controlled entity, net of tax | — | — | (864 | ) | (416 | ) | ||||||||||
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(868 | ) | (416 | ) | (864 | ) | (416 | ) | |||||||||
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| |||||||||
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 2,911,357 | 453,293 | 2,910,986 | 452,995 | ||||||||||||
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Total of comprehensive income attributed to: | ||||||||||||||||
Interest of controlling shareholders | 2,910,986 | 452,995 | 2,910,986 | 452,995 | ||||||||||||
Interest ofnon-controlling shareholders | 371 | 298 | — | — | ||||||||||||
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2,911,357 | 453,293 | 2,910,986 | 452,995 | |||||||||||||
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The Condensed Explanatory Notes are an integral part of the Interim financial information.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THESIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018
(Thousands of Brazilian Reais)
Consolidated | Parent company | |||||||||||||||
Apr to Jun 2019 | Apr to Jun 2018 | Apr to Jun 2019 | Apr to Jun 2018 | |||||||||||||
NET INCOME FOR THE PERIOD | 2,114,986 | (10,886 | ) | 2,114,774 | (11,038 | ) | ||||||||||
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TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 2,114,986 | (10,886 | ) | 2,114,774 | (11,038 | ) | ||||||||||
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Total of comprehensive income attributed to: | ||||||||||||||||
Interest of controlling shareholders | 2,114,774 | (11,038 | ) | 2,114,774 | (11,038 | ) | ||||||||||
Interest ofnon-controlling shareholders | 212 | 152 | — | — | ||||||||||||
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2,114,986 | (10,886 | ) | 2,114,774 | (11,038 | ) | |||||||||||
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|
The Condensed Explanatory Notes are an integral part of the Interim financial information.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
78
STATEMENT OF CHANGES IN CONSOLIDATED EQUITY
FOR THESIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018
R$ ’000 – except where otherwise stated
Share capital | Capital reserves | Profit reserves | Equity valuation adjustments | Retained earnings | Total interest of controlling shareholders | Minority interests | Total equity | |||||||||||||||||||||||||
BALANCES ON DECEMBER 31, 2018 | 7,293,763 | 2,249,721 | 6,362,022 | (1,326,787 | ) | — | 14,578,719 | 1,360,608 | 15,939,327 | |||||||||||||||||||||||
Proposed dividends from prior years | — | — | — | — | — | — | (489 | ) | (489 | ) | ||||||||||||||||||||||
Prior period adjustments in jointly-controlled subsidiaries | — | — | — | — | (193 | ) | (193 | ) | — | (193 | ) | |||||||||||||||||||||
Capital Increase | — | — | — | — | — | — | 10,290 | 10,290 | ||||||||||||||||||||||||
Reversal of reserve for tax incentives, prior periods (1) | — | — | (1,166 | ) | — | 1,166 | — | — | — | |||||||||||||||||||||||
Net income for the period | — | — | — | — | 2,911,850 | 2,911,850 | 375 | 2,912,225 | ||||||||||||||||||||||||
Other comprehensive income | — | — | — | (864 | ) | — | (864 | ) | (4 | ) | (868 | ) | ||||||||||||||||||||
Realization of deemed cost | — | — | — | (11,583 | ) | 11,583 | — | — | — | |||||||||||||||||||||||
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BALANCES ON JUNE 30, 2019 | 7,293,763 | 2,249,721 | 6,360,856 | (1,339,234 | ) | 2,924,406 | 17,489,512 | 1,370,780 | 18,860,292 | |||||||||||||||||||||||
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(1) | Reversion of reserve for tax incentives, prior periods |
Share capital | Subscription of shares, to be capitalized | Capital reserves | Profit reserves | Equity valuation adjustments | Retained earnings | Total interest of controlling shareholders | Minority interests | Total equity | ||||||||||||||||||||||||||||
BALANCES ON DECEMBER 31, 2017 | 6,294,208 | 1,215,223 | 1,924,503 | 5,728,574 | (836,522 | ) | — | 14,325,986 | 4,150 | 14,330,136 | ||||||||||||||||||||||||||
Effects of initial adoption of CPC 48 | — | — | — | — | — | (181,846 | ) | (181,846 | ) | — | (181,846 | ) | ||||||||||||||||||||||||
Subscription of shares, to be capitalized | — | 109,550 | — | — | — | — | 109,550 | — | 109,550 | |||||||||||||||||||||||||||
Net income for the period | — | — | — | — | — | 453,411 | 453,411 | 298 | 453,709 | |||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | (416 | ) | — | (416 | ) | — | (416 | ) | ||||||||||||||||||||||||
Realization of deemed cost | — | — | — | — | 410 | 17,111 | 17,521 | — | 17,521 | |||||||||||||||||||||||||||
Allocation of the net income for the period | ||||||||||||||||||||||||||||||||||||
Capital Payment | 999,555 | (999,555 | ) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
Tax incentives reserve | (325,218 | ) | 325,218 | — | — | — | — | — | — | |||||||||||||||||||||||||||
Interest on capital | — | — | — | — | — | — | — | (351 | ) | (351 | ) | |||||||||||||||||||||||||
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BALANCES ON JUNE 30, 2018 | 7,293,763 | — | 2,249,721 | 5,728,574 | (836,528 | ) | 288,676 | 14,724,206 | 4,097 | 14,728,303 | ||||||||||||||||||||||||||
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The Condensed Explanatory Notes are an integral part of the Interim financial information.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
79
STATEMENTS OF CASH FLOWS
FOR THESIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018
(Thousands of Brazilian Reais)
Note | Consolidated | Parent company | ||||||||||||||||||
Jan to Jun 2019 | Jan to Jun 2018 | Jan to Jun 2019 | Jan to Jun 2018 | |||||||||||||||||
CASH FLOW FROM OPERATIONS | ||||||||||||||||||||
Net income for the period | 2,911,850 | 432,039 | 2,911,850 | 442,053 | ||||||||||||||||
Net income for the year attributednon-controlling shareholders | 375 | 298 | — | — | ||||||||||||||||
Expenses (revenues) not affecting cash and cash equivalents: | ||||||||||||||||||||
Deferred income tax and social contribution tax | 10.d | 410,326 | (25,574 | ) | 31,092 | (38,569 | ) | |||||||||||||
Depreciation and amortization | 30 | 479,299 | 411,300 | 2,398 | 216 | |||||||||||||||
Write-off of net residual value of unrecoverable Concession financial assets, PP&E and Intangible assets | | 15, 16, 18 and 19 | | 8,638 | 14,818 | — | 155 | |||||||||||||
Reversals of impairment provisions for contract assets | 16 | (26,016 | ) | — | — | — | ||||||||||||||
Share of (loss) profit, net, of associates and joint ventures | 17 | (103,500 | ) | 26,233 | (2,672,831 | ) | (529,803 | ) | ||||||||||||
Updating of concession financial assets | 15 and 16 | (266,571 | ) | (337,962 | ) | — | — | |||||||||||||
Adjustment to expectation of contractual cash flow from the concession | 15 and 16 | (16,801 | ) | (12,737 | ) | — | — | |||||||||||||
Financial interest and inflation adjustment | 590,478 | 630,443 | (15,400 | ) | (23,933 | ) | ||||||||||||||
Recovery of PIS/Pasep and Cofins taxes credits over ICMS | 9 | (2,962,564 | ) | — | (481,069 | ) | ||||||||||||||
Foreign exchange variations – loans and financings | 23 | (70,470 | ) | 554,278 | — | — | ||||||||||||||
Amortization of transaction cost of loans and financings | 23 | 13,948 | 15,548 | 81 | 153 | |||||||||||||||
Operating provisions and estimated losses | 30d | 978,379 | 267,319 | 35,845 | 78,189 | |||||||||||||||
Provision for reimbursement for suspension of energy supply -Renova | (62,575 | ) | — | — | — | |||||||||||||||
Variation in fair value of derivative financial instruments – Swaps | 31 | (613,394 | ) | (180,429 | ) | — | — | |||||||||||||
CVA (Portion A Compensation) Account andOther Financial Components in tariff adjustment | 15 | (80,241 | ) | (1,150,672 | ) | — | — | |||||||||||||
Post-employment obligations | 25 | 232,277 | 202,556 | 23,398 | 21,990 | |||||||||||||||
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1,423,438 | 847,458 | (164,636 | ) | (49,549 | ) | |||||||||||||||
(Increase) / decrease in assets | ||||||||||||||||||||
Customers, traders and concession holders | (537,832 | ) | (14,147 | ) | 3,100 | 3,928 | ||||||||||||||
CVA (Portion A Compensation) Account andOther Financial Components in tariff adjustment | 15 | 83,115 | 280,453 | — | — | |||||||||||||||
Energy Development Account (CDE) | — | (8,741 | ) | — | — | |||||||||||||||
Recoverable taxes | 15,276 | (45,383 | ) | (3,357 | ) | 285 | ||||||||||||||
Income and social contribution taxes recoverable | 8,953 | (72,663 | ) | 15,901 | 3,652 | |||||||||||||||
Escrow deposits | 33,518 | (29,521 | ) | 28,525 | 9,472 | |||||||||||||||
Dividends received | 126,791 | 197,247 | 160,864 | 484,408 | ||||||||||||||||
Concession contract and financial assets | 15 and 16 | 195,952 | 379,893 | — | — | |||||||||||||||
Advances to suppliers | 43,722 | (63,707 | ) | — | — | |||||||||||||||
Others | 18,081 | 93,076 | 14,053 | (1,110 | ) | |||||||||||||||
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(12,424 | ) | 716,507 | 219,086 | 500,635 | ||||||||||||||||
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Increase (reduction) in liabilities | ||||||||||||||||||||
Suppliers | 39,542 | (190,081 | ) | (1,723 | ) | (552 | ) | |||||||||||||
Taxes | (123,566 | ) | (307,204 | ) | (37,784 | ) | 831 | |||||||||||||
Income tax and social contribution tax payable | 1,273,327 | 196,419 | 97,959 | — | ||||||||||||||||
Payroll and related charges | (27,420 | ) | 15,439 | (4,588 | ) | 2,869 | ||||||||||||||
Regulatory charges | (17,784 | ) | (49,253 | ) | (11 | ) | 5,836 | |||||||||||||
Advances from customers | (80,862 | ) | (88,849 | ) | — | — | ||||||||||||||
Post-employment obligations | 25 | (163,037 | ) | (147,481 | ) | (9,268 | ) | (7,875 | ) | |||||||||||
Others | (77,801 | ) | (86,407 | ) | (18,693 | ) | 59 | |||||||||||||
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822,399 | (657,417 | ) | 25,892 | 1,168 | ||||||||||||||||
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Cash from (used by) operating activities | 2,233,413 | 906,548 | 80,342 | 452,254 | ||||||||||||||||
Interest paid on loans, financings and debentures | 23 | (706,605 | ) | (671,651 | ) | — | (438 | ) | ||||||||||||
Interest in leasing contracts | 20 | (18,332 | ) | — | (286 | ) | — | |||||||||||||
Income and social contribution taxes paid | (459,345 | ) | (292,981 | ) | (8,495 | ) | (38 | ) | ||||||||||||
Cash inflows from settlement of derivatives instruments | 34,138 | 12,981 | — | — | ||||||||||||||||
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CASH FROM (USED IN) OPERATING ACTIVITIES | 1,083,269 | (45,103 | ) | 71,561 | 451,778 | |||||||||||||||
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Cash from (used in) discontinued operating activities | — | 36,602 | — | 18,944 | ||||||||||||||||
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CASH FROM (USED IN) OPERATING ACTIVITIES | 1,083,269 | (8,501 | ) | 71,561 | 470,722 | |||||||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
80
Note | Consolidated | Parent company | ||||||||||||||||||
Jan to Jun 2019 | Jan to Jun 2018 | Jan to Jun 2019 | Jan to Jun 2018 | |||||||||||||||||
CASH FLOW IN INVESTMENT ACTIVITIES | ||||||||||||||||||||
Marketable Securities | 140,292 | 738,632 | 29,248 | 19,065 | ||||||||||||||||
Restricted cash | (9,943 | ) | (4,993 | ) | — | (2,500 | ) | |||||||||||||
Investments | 17 | |||||||||||||||||||
Capital contributions in investees | (1,028 | ) | (149,918 | ) | (16,102 | ) | (569,105 | ) | ||||||||||||
Settlement received through merger | — | — | 22,444 | 428 | ||||||||||||||||
Property, plant and equipment | 18 | (34,414 | ) | (18,641 | ) | — | — | |||||||||||||
Intangible assets and concession contract assets – gas and distribution infrastructure | 19 | (360,674 | ) | (368,570 | ) | — | (15 | ) | ||||||||||||
NET CASH FLOW FROM (USED IN) INVESTMENT ACTIVITIES | (265,767 | ) | 196,510 | 35,590 | (552,127 | ) | ||||||||||||||
Net cash flow used in discontinued investment activities | 36 | — | (7,631 | ) | — | — | ||||||||||||||
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NET CASH FLOW FROM (USED IN) INVESTMENT ACTIVITIES | (265,767 | ) | 188,879 | 35,590 | (552,127 | ) | ||||||||||||||
CASH FLOW IN FINANCING ACTIVITIES | ||||||||||||||||||||
Proceeds from Loans, financings and debentures | 23 | — | 395,860 | — | — | |||||||||||||||
Subscription of shares, to be capitalized | 27 | — | 109,550 | — | 109,550 | |||||||||||||||
Interest on capital, and dividends, paid to controlling stockholder | (78,707 | ) | (393 | ) | (78,262 | ) | (6 | ) | ||||||||||||
Payment of Loans with related parties | — | — | (46,599 | ) | — | |||||||||||||||
Payment of loans, financing and debentures | 23 | (849,821 | ) | (774,715 | ) | — | (3,766 | ) | ||||||||||||
Leasing liabilities paid | 20 | (31,238 | ) | — | (1,474 | ) | — | |||||||||||||
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NET CASH FROM (USED IN) FINANCIAL ACTIVITIES | (959,766 | ) | (269,698 | ) | (126,335 | ) | 105,778 | |||||||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | (142,264 | ) | (89,320 | ) | (19,184 | ) | 24,373 | |||||||||||||
Cash and cash equivalents at start of period | 5 | 890,804 | 1,030,257 | 54,330 | 38,672 | |||||||||||||||
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Cash and cash equivalents at end of period | 5 | 748,540 | 940,937 | 35,146 | 63,045 | |||||||||||||||
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The Condensed Explanatory Notes are an integral part of the Interim financial information.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
81
STATEMENTS OF ADDED VALUE
FOR THESIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018
(Thousands of Brazilian Reais)
Consolidated | Parent company | |||||||||||||||||||||||||||||||
Jan to Jun/2019 | Jan to Jun/ 2018 | Jan to Jun/2019 | Jan to Jun/2018 | |||||||||||||||||||||||||||||
REVENUES | ||||||||||||||||||||||||||||||||
Sales of energy, gas and services | 16,848,601 | 15,214,311 | 4,338 | 161 | ||||||||||||||||||||||||||||
Distribution construction revenue | 382,236 | 378,911 | — | — | ||||||||||||||||||||||||||||
Transmission construction revenue | 82,989 | 4,732 | — | — | ||||||||||||||||||||||||||||
Gain on financial updating of the Concession grant fee | 176,151 | 156,980 | — | — | ||||||||||||||||||||||||||||
Adjustment to expectation of reimbursement of distribution concession financial assets | 8,967 | 3,066 | — | — | ||||||||||||||||||||||||||||
Transmission assets – reimbursement revenue | 90,420 | 146,519 | — | — | ||||||||||||||||||||||||||||
Generation assets – reimbursement revenue | — | 34,463 | — | — | ||||||||||||||||||||||||||||
PIS/Pasep and Cofins taxes credits (Note 9) | 1,438,563 | — | 183,595 | — | ||||||||||||||||||||||||||||
Investment in PP&E | 17,763 | 28,539 | — | — | ||||||||||||||||||||||||||||
Other revenues | 9,329 | 3,717 | — | — | ||||||||||||||||||||||||||||
Provision for doubtful receivables | (126,978 | ) | (162,063 | ) | — | — | ||||||||||||||||||||||||||
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18,928,041 | 15,809,175 | 187,933 | 161 | |||||||||||||||||||||||||||||
INPUTS ACQUIRED FROM THIRD PARTIES | ||||||||||||||||||||||||||||||||
Energy bought for resale | (5,614,077 | ) | (5,575,380 | ) | — | — | ||||||||||||||||||||||||||
Charges for use of national grid | (782,254 | ) | (900,253 | ) | — | — | ||||||||||||||||||||||||||
Outsourced services | (754,119 | ) | (663,913 | ) | (11,376 | ) | (9,377 | ) | ||||||||||||||||||||||||
Gas bought for resale | (920,841 | ) | (556,458 | ) | — | — | ||||||||||||||||||||||||||
Materials | (268,691 | ) | (195,821 | ) | (94 | ) | 3,707 | |||||||||||||||||||||||||
Other operating costs | (972,135 | ) | (229,758 | ) | (38,192 | ) | (82,895 | ) | ||||||||||||||||||||||||
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(9,312,117 | ) | (8,121,583 | ) | (49,662 | ) | (88,565 | ) | |||||||||||||||||||||||||
GROSS VALUE ADDED RETENTIONS | 9,615,924 | 7,687,592 | 138,271 | (88,404 | ) | |||||||||||||||||||||||||||
Depreciation and amortization | (479,299 | ) | (411,300 | ) | (2,398 | ) | (216 | ) | ||||||||||||||||||||||||
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NET ADDED VALUE PRODUCED BY THE COMPANY FROM CONTINUING OPERATIONS | 9,136,625 | 7,276,292 | 135,873 | (88,620 | ) | |||||||||||||||||||||||||||
NET ADDED VALUE PRODUCED BY THE COMPANY FROM DISCONTINUED OPERATIONS | — | 21,372 | — | 11,358 | ||||||||||||||||||||||||||||
ADDED VALUE RECEIVED BY TRANSFER | ||||||||||||||||||||||||||||||||
Share of (loss) profit, net, of associates and joint ventures | 103,500 | (26,233 | ) | 2,672,831 | 529,803 | |||||||||||||||||||||||||||
Financial revenues | 2,622,988 | 491,169 | 305,114 | 18,792 | ||||||||||||||||||||||||||||
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ADDED VALUE TO BE DISTRIBUTED | 11,863,113 | 7,762,600 | 3,113,818 | 471,333 | ||||||||||||||||||||||||||||
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DISTRIBUTION OF ADDED VALUE | ||||||||||||||||||||||||||||||||
% | % | % | % | |||||||||||||||||||||||||||||
Employees | 993,796 | 8.37 | 816,235 | 10.52 | 48,074 | 1.54 | 43,703 | 9.27 | ||||||||||||||||||||||||
Direct remuneration | 660,041 | 5.56 | 521,283 | 6.72 | 21,692 | 0.70 | 19,122 | 4.06 | ||||||||||||||||||||||||
Post-employment obligations and Other benefits | 280,142 | 2.36 | 236,605 | 3.05 | 24,433 | 0.78 | 21,998 | 4.67 | ||||||||||||||||||||||||
FGTS fund | 32,122 | 0.27 | 32,681 | 0.42 | 1,041 | 0.03 | 762 | 0.16 | ||||||||||||||||||||||||
Voluntary retirement program | 21,491 | 0.19 | 25,666 | 0.33 | 908 | 0.03 | 1,821 | 0.38 | ||||||||||||||||||||||||
Taxes | 7,114,055 | 59.97 | 5,079,531 | 65.44 | 134,003 | 4.31 | (35,652 | ) | (7.56 | ) | ||||||||||||||||||||||
Federal | 4,160,162 | 35.07 | 2,551,327 | 32.87 | 132,831 | 4.27 | (36,137 | ) | (7.67 | ) | ||||||||||||||||||||||
State | 2,944,512 | 24.82 | 2,520,154 | 32.47 | 615 | 0.02 | 267 | 0.06 | ||||||||||||||||||||||||
Municipal | 9,381 | 0.08 | 8,050 | 0.10 | 557 | 0.02 | 218 | 0.05 | ||||||||||||||||||||||||
Remuneration of external capital | 843,037 | 7.11 | 1,413,125 | 18.20 | 19,891 | 0.64 | 9,871 | 2.09 | ||||||||||||||||||||||||
Interest | 837,916 | 7.06 | 1,360,908 | 17.53 | 18,451 | 0.59 | 3,085 | 0.65 | ||||||||||||||||||||||||
Rentals | 5,121 | 0.05 | 52,217 | 0.67 | 1,440 | 0.05 | 6,786 | 1.44 | ||||||||||||||||||||||||
Remuneration of own capital | 2,912,225 | 24.55 | 453,709 | 5.84 | 2,911,850 | 93.51 | 453,411 | 96.20 | ||||||||||||||||||||||||
Retained earnings | 2,911,850 | 24.55 | 453,411 | 5.84 | 2,911,850 | 93.51 | 453,411 | 96.20 | ||||||||||||||||||||||||
Non-controlling interest in Retained earnings | 375 | — | 298 | — | — | — | — | — | ||||||||||||||||||||||||
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11,863,113 | 100.00 | 7,762,600 | 100.00 | 3,113,818 | 100.00 | 471,333 | 100.00 | |||||||||||||||||||||||||
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The Condensed Explanatory Notes are an integral part of the Interim financial information
.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
82
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THESIX-MONTH PERIOD ENDED AS OF JUNE 30, 2019
(In thousands of Brazilian Reais, except where otherwise indicated)
1. | OPERATING CONTEXT |
a) The Company
Companhia Energética de Minas Gerais (‘Cemig’, ‘Parent company’, or ‘the Company’) is a listed corporation registered in the Brazilian Registry of Corporate Taxpayers (CNPJ) under number17.155.730/0001-64, with shares traded on the São Paulo stock exchange (‘B3’) at Corporate Governance Level 1; on the New York Stock Exchange (‘NYSE’); and on the stock exchange of Madrid (‘Latibex’). Domiciled in Brazil, with head office in Belo Horizonte, Minas Gerais State, it operates exclusively as a holding company, with interests in subsidiaries or jointly controlled entities, whose objects are: construction and operation of systems for generation, transformation, transmission, distribution and sale of energy, and also activities in the various fields of energy, for the purpose of commercial operation.
Based on the facts and circumstances at this date, management has assessed the Company’s capacity to continue operating normally and believes firmly that its operations have the capacity to generate funds to enable the continuation of its business in the future. In addition, Management is not aware of any material uncertainties that could generate significant doubts about its ability to continue operating. Therefore, this interim financial information has been prepared on a going concern basis.
Merger of the wholly-owned subsidiaries Rio Minas Energia Participações S.A. (‘RME’) and Luce Empreendimentos e Participações S.A. (‘Lepsa’)
On April 24, 2019, the Company completed the merger of its wholly-owned subsidiaries RME and LEPSA, at book value, with consequent extinction of RME and LEPSA and became successor of all assets, rights and obligations.
With extinction of RME and Lepsa, the Shareholders ‘agreement of Light S.A. (‘Light’) immediately ceased to exist, losing its object, and obligations under it terminated.
The condensated balance sheet of RME and Lepsa used for the merger, as of March 31, 2019, are as follows:
RME | LEPSA | RME | LEPSA | |||||||||||||||
Assets | Liabilities | |||||||||||||||||
Current | 55,858 | 10,080 | Current | — | 4,979 | |||||||||||||
Non-current | 377,184 | 451,003 | Non-current | — | — | |||||||||||||
Shareholders’ Equity | 433,042 | 456,104 | ||||||||||||||||
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Total Current | 433,042 | 461,083 | Total Liabilities and Equity | 433,042 | 461,083 | |||||||||||||
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The merger was approved by the Extraordinary General Shareholders’ Meetings of the Company held on March 25, 2019.
Since this is a merger of wholly-owned subsidiaries, there will be no capital increase nor issuance of new shares. Also, this merger does not change the aggregate percentage equity interest in Light held by Cemig.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
83
2. | BASIS OF PREPARATION |
2.1 | Statement of compliance |
The interim financial information has been prepared in accordance with IAS 34 –Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), Technical Pronouncement 21 (R1) (‘CPC21’), which applies to interim financial statements, and the rules issued by the Brazilian Securities Commission (Comissão de Valores Mobiliários, or CVM), applicable to preparation of Quarterly Information (Informações Trimestrais, or ITR).
This interim financial information has been prepared according to principles, practices and criteria consistent with those adopted in the preparation of the financial statements at December 31, 2018, except for the adoption of new pronouncements that came into force as from January 1, 2019, the impacts of which are presented in Note 2.2 to this interim financial information.
Thus, this interim financial information should be read in conjunction with the said financial statements, approved by the Company’s management on March 28, 2019.
Management certifies that all the material information in the interim financial accounting is being disclosed herein, and is the same information used by management in its administration of the Company.
The Company’s Executive Board authorized the issuance of this Interim financial information on August 12, 2019.
2.2 | Adoption of new pronouncements effective as from January 1, 2019 |
The Company and its subsidiaries have applied, for the first time, certain alterations to rules, which are in effect for annual periods beginning January 1, 2019 or later.
The following paragraphs describe each of these new rules and their effects:
IFRS 16 / CPC 06 (R2) –Leases
This establishes principles for recognition, measurement, presentation and disclosure of leasing transactions and requires that lessees account all the leasing transactions in accordance with a single balance sheet model, similar to the accounting of financial leasing, as in the manner of CPC 06 (R2) / IFRS 16. At the date of start of the leasing operation, the lessee recognizes a liability to make the payments (a leasing liability) and an asset, representing the right to use the subject asset during the period of the leasing (an asset of right to use). Lessees are required to recognize separately: (i) the expenses of interest on the leasing liability; and (ii) the expense of depreciation of the asset of the right to use.
Lessees are also required to revalue the leasing liability when certain events occur (for example, change in the period of leasing, a change in the future payments of the leasing as a result of a change in an index, or a rate used to determine such payments). In general, the lessee will recognize the amount of the revaluation of the leasing liability as an adjustment to the asset of right to use.
The Company and its subsidiaries have made an analysis of the initial application of CPC 06 (R2) / IFRS 16 in their financial statements as from January 1, 2019, and have adopted the exemption specified in the rule for short-term leasing operations (that is to say, leasing transactions with a period of 12 months or less) without the option to purchase, and forlow-value items. The Company opted to adopt the modified retrospective method, and thus, in accordance with the requirements of CPC 06 / IFRS 16, will notre-present the information and balances on a comparative basis.
In 2018 the Company and its subsidiaries carried out a detailed evaluation of the impacts of adoption of CPC 06 (R2) / IFRS 16 based on the following contracts affected:
◾ | Leasing of commercial real estate used for serving customers; |
◾ | Leasing of buildings used as administrative headquarters; |
◾ | Leasing of commercial vehicles used in operations. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
84
The Company and its subsidiaries have considered the asset of right to use at the same value as the liability for leasing on the initial adoption date. The impacts of adoption of IFRS 16 / CPC 06 (R2) on January 1, 2019 are as follows:
Consolidated | Parent company | |||||||
Assets – right of use | 342,450 | 19,844 | ||||||
Liabilities – Obligations referring to operational leasing agreements | (342,450 | ) | (19,844 | ) |
This table shows the effects of adoption of IFRS 16 / CPC 06 R2 on the statements of financial position and the income statements for thesix-month period ended June 30, 2019:
Consolidated | Parent company | |||||||||||||||||||||||
Statement of financial position | Jun. 30, 2019 without adoption of IFRS 16 / CPC 06 R2 | Adjustment IFRS 16 / CPC 06 R2 | Jun. 30, 2019 with adoption of IFRS 16 / CPC 06 R2 | Jun. 30, 2019 without adoption of IFRS 16 / CPC 06 R2 | Adjustment IFRS 16 / CPC 06 R2 | Jun. 30, 2019 with adoption of IFRS 16 / CPC 06 R2 | ||||||||||||||||||
Current assets | 27,617,150 | — | 27,617,150 | 2,652,652 | — | 2,652,652 | ||||||||||||||||||
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Non-current assets | 37,631,035 | 307,798 | 37,938,833 | 16,727,772 | 5,268 | 16,733,040 | ||||||||||||||||||
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Deferred income tax and Social contribution tax | 1,006,195 | 1,746 | 1,007,941 | 778,213 | (35 | ) | 778,178 | |||||||||||||||||
Right to use – Leasing | 0 | 306,052 | 306,052 | — | 5,303 | 5,303 | ||||||||||||||||||
Othernon-current assets | 36,624,840 | — | 36,624,840 | 15,949,559 | — | 15,949,559 | ||||||||||||||||||
Current liabilities | 24,256,121 | 91,572 | 24,347,693 | 1,264,586 | 2,646 | 1,267,232 | ||||||||||||||||||
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Leasing liabilities | 0 | 91,572 | 91,572 | — | 2,646 | 2,646 | ||||||||||||||||||
Other current liabilities | 24,256,121 | — | 24,256,121 | 1,264,586 | — | 1,264,586 | ||||||||||||||||||
Non-current liabilities | 22,128,358 | 219,640 | 22,347,998 | 626,394 | 2,554 | 628,948 | ||||||||||||||||||
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Leasing liabilities | 0 | 219,640 | 219,640 | — | 2,554 | 2,554 | ||||||||||||||||||
Othernon-current liabilities | 22,128,358 | — | 22,128,358 | 626,394 | — | 626,394 | ||||||||||||||||||
Shareholders’ equity | 18,863,706 | (3,414 | ) | 18,860,292 | 17,489,444 | 68 | 17,489,512 | |||||||||||||||||
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Retained earnings | 2,927,820 | (3,414 | ) | 2,924,406 | 2,924,338 | 68 | 2,924,406 | |||||||||||||||||
Other lines in Equity | 15,935,886 | — | 15,935,886 | 14,565,106 | — | 14,565,106 |
Statement of income | Consolidated | Parent company | ||||||||||||||||||||||
Jan to Jun 2019 without adoption of IFRS 16 / CPC 06 (R2) | Adjustment IFRS 16 / CPC 06 (R2) | Jan to Jun 2019 with adoption of IFRS 16 / CPC 06 (R2) | Jan to Jun 2019 without adoption of IFRS 16 / CPC 06 (R2) | Adjustment IFRS 16 / CPC 06 (R2) | Jan to Jun 2019 with adoption of IFRS 16 / CPC 06 (R2) | |||||||||||||||||||
GOING CONCERN OPERATIONS | ||||||||||||||||||||||||
NET REVENUE | 12,929,971 | 12,929,971 | 186,932 | 186,932 | ||||||||||||||||||||
OPERATING COSTS AND EXPENSES | (10,252,973 | ) | 13,172 | (10,239,801 | ) | (105,914 | ) | 389 | (105,525 | ) | ||||||||||||||
Share of (loss) profit, net, of associates and joint ventures | 103,500 | 103,500 | 2,672,831 | 2,672,831 | ||||||||||||||||||||
Net financial revenue (expenses) | 1,825,359 | (18,332 | ) | 1,807,027 | 286,949 | (286 | ) | 286,663 | ||||||||||||||||
Income tax and social contribution tax | (1,690,218 | ) | 1,746 | (1,688,472 | ) | (129,016 | ) | (35 | ) | (129,051 | ) | |||||||||||||
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Net income from going concern operations | 2,915,639 | (3,414 | ) | 2,912,225 | 2,911,782 | 68 | 2,911,850 | |||||||||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
85
Consolidated | Parent company | |||||||||||||||||||||||
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Statement of income | Apr to Jun 2019 without adoption of IFRS 16 / CPC 06 (R2) | Adjustment IFRS 16 / CPC 06 (R2) | Apr to Jun 2019 with adoption of IFRS 16 / CPC 06 (R2) | Apr to Jun 2019 without adoption of IFRS 16 / CPC 06 (R2) | Adjustment IFRS 16 / CPC 06 (R2) | Apr to Jun 2019 with adoption of IFRS 16 / CPC 06 (R2) | ||||||||||||||||||
GOING CONCERN OPERATIONS | ||||||||||||||||||||||||
NET REVENUE | 7,016,793 | — | 7,016,793 | 184,195 | — | 184,195 | ||||||||||||||||||
OPERATING COSTS AND EXPENSES | (5,496,663 | ) | 6,978 | (5,489,685 | ) | (49,448 | ) | 159 | (49,289 | ) | ||||||||||||||
Share of (loss) profit, net, of associates and joint ventures | 36,274 | — | 36,274 | 1,837,876 | — | 1,837,876 | ||||||||||||||||||
Net financial revenue (expenses) | 1,917,579 | (8,992 | ) | 1,908,587 | 293,216 | 106 | 293,322 | |||||||||||||||||
Income tax and social contribution tax | (1,357,664 | ) | 681 | (1,356,983 | ) | (151,240 | ) | (90 | ) | (151,330 | ) | |||||||||||||
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Net income from going concern operations | 2,116,319 | (1,333 | ) | 2,114,986 | 2,114,599 | 175 | 2,114,774 | |||||||||||||||||
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IFRIC 23 / ICPC 22 – Uncertainty on treatment of taxes on profit
This relates to accounting of taxes on profits in the cases where the tax treatments involve uncertainty affecting application of IAS 12 (CPC 32) –Income taxes– and does not apply to taxes outside the scope of IAS 12, nor specifically include the requirements relating to interest and penalty payments associated with uncertain tax treatments. The Interpretation deals specifically with the following:
◾ | Whether the entity considers uncertain tax treatments separately. |
◾ | The assumptions that the entity makes in relation to examination of the tax treatments by the tax authorities. |
◾ | How the entity determines real profit (or tax losses), the bases of calculation, unused tax losses, intertemporal tax credits and tax rates. |
◾ | How the entity considers changes of facts and circumstances. |
The entity is required to decide whether it treats each uncertain tax treatment separately, or as a group with one or more uncertain tax treatments. It is required to follow the approach that better provides for resolution of the uncertainty. The interpretation is in effect for annual periods starting on or after January 1, 2019. The Company and its subsidiaries have adopted the interpretation as from the date of coming into effect and have analyzed the tax treatments adopted which could generate uncertainties in the calculation of income taxes and which might potentially expose the Company and its subsidiaries to materially probable risks of loss. The conclusion of these analyses is that none of the significant positions adopted by the Company and its subsidiaries have been altered in relation to expectation of losses due to any questioning or challenge by the tax authorities.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
86
2.3 | Correlation between the Explanatory Notes published in the annual financial statements and those in the Interim Financial Information |
Number of the Note | Title of the Note | |||
Dec. 31, 2018 | Jun. 30, 2019 | |||
1 | 1 | Operational context | ||
2 | 2 | Basis of preparation | ||
3 | 3 | Consolidation principles | ||
4 | 4 | Concessions and authorizations | ||
5 | 35 | Operational segments | ||
6 | 5 | Cash and cash equivalents | ||
7 | 6 | Marketable Securities | ||
8 | 7 | Customers and traders; Concession holders (power transport) | ||
9 | 8 | Recoverable taxes | ||
— | 9 | PIS/Pasep and Cofins taxes credits over ICMS – Final Court Judgment | ||
10 | 10 | Income tax and social contribution tax | ||
11 | 11 | Restricted cash | ||
12 | 12 | Accounts receivable from the State of Minas Gerais | ||
13 | 13 | Escrow deposits | ||
14 | 14 | Reimbursement of tariff subsidies | ||
15 | 15 | Concession financial assets and liabilities | ||
16 | 16 | Contract assets | ||
17 | 17 | Investments | ||
18 | 18 | Property, plant and equipment | ||
19 | 19 | Intangible assets | ||
— | 20 | Leasing – Right of Use | ||
20 | 21 | Suppliers | ||
21 | 22 | Taxes and social security | ||
22 | 23 | Loans, financings and debentures | ||
23 | 24 | Regulatory charges | ||
24 | 25 | Post-employment obligations | ||
25 | 26 | Provisions | ||
26 | 27 | Equity and remuneration to shareholders | ||
27 | 28 | Subsidiaries with significant interests held bynon-controlling shareholders | ||
28 | 29 | Revenue | ||
29 | 30 | Operating costs and expenses | ||
30 | 31 | Financial revenue and expenses | ||
31 | 32 | Related party transactions | ||
32 | 33 | Financial instruments and risk management | ||
36 | 34 | The Annual Tariff Adjustment | ||
33 | 36 | Assets and liabilities classified as held for sale; profit (loss) from discontinued operations | ||
37 | 37 | Transactions not involving cash | ||
38 | 38 | Subsequent events |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
87
The Notes to the 2018 annual statements that have not been included in these consolidated interim financial statements because they had no material changes, and/or were not applicable to the interim information, are as follows:
Number | Title of the Note | |
34 | Insurance | |
35 | Commitments |
3. | PRINCIPLES OF CONSOLIDATION |
The dates of Interim accounting information of the subsidiaries, used for consolidation, and of the jointly-controlled entities and affiliates, used for calculation of their equity method contribution, coincide with those of the Company. Accounting practices are applied uniformly and are the same as those used by the parent company.
The Company uses the criteria of full consolidation. The direct equity investments of Cemig, included in the consolidation, are the following:
Subsidiary | Form of valuation | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||||
Direct stake, % | Indirect stake, % | Direct stake, % | Indirect stake, % | |||||||||||||||||
Cemig Geração e Transmissão | Consolidation | 100.00 | — | 100.00 | — | |||||||||||||||
Cemig Distribuição | Consolidation | 100.00 | — | 100.00 | — | |||||||||||||||
Gasmig | Consolidation | 99.57 | — | 99.57 | — | |||||||||||||||
Cemig Geração Distribuída (Thermal Plant Ipatinga) | Consolidation | 100.00 | — | 100.00 | — | |||||||||||||||
Efficientia | Consolidation | 100.00 | — | 100.00 | — | |||||||||||||||
Luce Empreendimentos e Participações S.A. (1) | Consolidation | — | — | �� | 100.00 | — | ||||||||||||||
Rio Minas Energia e Participações (1) | Consolidation | — | — | 100.00 | — | |||||||||||||||
Light | Consolidation | 49.99 | — | 26.06 | 23.93 | |||||||||||||||
LightGer | Consolidation | — | 74.49 | — | 74.49 | |||||||||||||||
Guanhães | Consolidation | — | 74.49 | — | 74.49 | |||||||||||||||
Axxion | Consolidation | 49.00 | 25.49 | 49.00 | 25.49 | |||||||||||||||
UHE Itaocara | Consolidation | — | 74.49 | — | 74.49 |
(1) | The merger of this subsidiaries into Cemig was completed on April, 24, 2019. |
As from the acquisition of control of Light, the holdings in the companies that were from then on consolidated became the following:
Subsidiary | Form of valuation | Dec. 31, 2018 and Jun. 30, 2019 | ||||||||||||||||||
Direct stake, (%) | Indirect stake, % Via Cemig GT (%) | Indirect stake, % Via Light (%) | Total interest (%) | |||||||||||||||||
LightGer | Consolidation | — | 49.00 | 25.49 | 74.49 | |||||||||||||||
Guanhães | Consolidation | — | 49.00 | 25.49 | 74.49 | |||||||||||||||
Axxion | Consolidation | 49.00 | — | 25.49 | 74.49 | |||||||||||||||
UHE Itaocara | Consolidation | — | 49.00 | 25.49 | 74.49 |
Although Cemig, indirectly, holds 87.25% of the total shares of Amazônia Energia Participações S.A., that company has not been consolidated in Cemig’s Interim accounting information. Amazônia does not have operations; it has only one material asset, which is the investment in Norte Energia S.A., in which the Company has control shared with other shareholders.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
88
4. | CONCESSIONS AND AUTHORIZATIONS |
Cemig and its subsidiaries hold the following concessions or authorizations, from Aneel:
Company holding concession or authorization | Concession or authorization contract | Expiration date | ||||||||||
POWER GENERATION | ||||||||||||
Hydroelectric plants | ||||||||||||
Emborcação (1) | Cemig GT | 07/1997 | Jul. 2025 | |||||||||
Nova Ponte (1) | Cemig GT | 07/1997 | Jul. 2025 | |||||||||
Santa Luzia (1) | Cemig GT | 07/1997 | Feb. 2026 | |||||||||
Sá Carvalho (1) | Sá Carvalho | 01/2004 | Dec. 2024 | |||||||||
Rosal (1) | Rosal Energia | 01/1997 | May 2032 | |||||||||
Machado Mineiro (1) Salto Voltão (1) Salto Paraopeba (1) Salto do Passo Velho (1) | Horizontes Energia | Resolution 331/2002 | | Jul. 2025 Oct. 2030 Oct. 2030 Oct. 2030 |
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PCH Pai Joaquim (1) | Cemig PCH | Resolution 377/2005 | Apr. 2032 | |||||||||
Irapé (1) | Cemig GT | 14/2000 | Feb. 2035 | |||||||||
Queimado (Consortium) (1) | Cemig GT | 06/1997 | Jan. 2033 | |||||||||
Salto Morais (1) | Cemig GT | 02/2013 | Jul. 2020 | |||||||||
Rio de Pedras (1) | Cemig GT | 02/2013 | Sep. 2024 | |||||||||
Luiz Dias (1) | Cemig GT | 02/2013 | Aug. 2025 | |||||||||
Poço Fundo (1) | Cemig GT | 02/2013 | Aug. 2025 | |||||||||
São Bernardo (1) | Cemig GT | 02/2013 | Aug. 2025 | |||||||||
Xicão (1) | Cemig GT | 02/2013 | Aug. 2025 | |||||||||
Três Marias (2) | Cemig Geração Três Marias | 08/2016 | Jan. 2046 | |||||||||
Salto Grande (2) | Cemig Geração Salto Grande | 09/2016 | Jan. 2046 | |||||||||
Itutinga (2) | Cemig Geração Itutinga | 10/2016 | Jan. 2046 | |||||||||
Camargos (2) | Cemig Geração Camargos | 11/2016 | Jan. 2046 | |||||||||
Coronel Domiciano, Joasal, Marmelos, Paciência and Piau (2) | Cemig Geração Sul | 12/2016 and 13/2016 | Jan. 2046 | |||||||||
Dona Rita, Ervália, Neblina, Peti, Sinceridade and Tronqueiras (2) | Cemig Geração Leste | 14/2016 and 15/2016 | Jan. 2046 | |||||||||
Cajurú, Gafanhoto and Martins (2) | Cemig Geração Oeste | 16/2016 | Jan. 2046 | |||||||||
Thermal plants | ||||||||||||
Igarapé (1) | Cemig GT | 07/1997 | Aug. 2024 | |||||||||
Wind farms | ||||||||||||
Central Geradora Eólica Praias de Parajuru (3) | Parajuru | Resolution 526/2002 | Sep. 2032 | |||||||||
Central Geradora Eólica Volta do Rio (3) | Volta do Rio | Resolution 660/2001 | Jan. 2031 | |||||||||
POWER TRANSMISSION | ||||||||||||
National Grid (4) | Cemig GT | 006/1997 | Jan. 2043 | |||||||||
Substation Itajubá (4) | Cemig GT | 79/2000 | Oct. 2030 | |||||||||
ENERGY DISTRIBUTION (5) | Cemig D | | 002/1997 003/1997 004/1997 005/1997 |
| Dec. 2045 | |||||||
GAS DISTRIBUTION (5) | Gasmig | State Law 11.021/1993 | Jan. 2053 | |||||||||
DISCONTINUED OPERATIONS | ||||||||||||
Light SESA | Light | 06/1996 | Jun. 2026 | |||||||||
Light Energia | Light | 06/1996 | Jun. 2026 | |||||||||
Lajes Small Hydro Plant Lajes | Light | 07/2014 | May 2026 |
(1) | Refers to generation concession contracts that are not within the scope of ICPC 01 /IFRC 12, whose infrastructure assets are recorded as PP&E since the concession grantor does not have control over whom the service is provided to as the output is being sold mainly in the Free Market (‘ACL’). |
(2) | Refers to generation concession contracts of which the revenue relating to the concession grant fee is within the scope of scope of ICPC 01 / IFRIC 12, this revenue being recognized as a concession financial asset. |
(3) | These are concessions, given by authorization, for generation of wind power as an independent power producer, to be sold underProinfa(the program to encourage alternative energy sources). Assets tied to the right of commercial operation are recorded in PP&E. The rights of authorization of commercial operation that are considered as Investments in the Interim accounting information of the parent company are classified in the consolidated statement of financial position under Intangible, in accordance with Technical Interpretation ICPC 09. |
(4) | These refer to transmission concession contracts, which until the 2017 business year were within the scope of IPC 01 / IFRIC 12, within the financial assets model. However, with CPC 47 coming into effect on January 1, 2018, and the analysis of the performance obligations in the provision of energy transmission service, these assets were from then on defined as contract assets. |
(5) | These refer to concession contracts that are within the scope of ICPC 01 / IFRIC 12 and whose concession infrastructure assets are recorded in accordance with the model of separation between intangible assets and financial assets; and in which, compliance with CPC 47, infrastructure under construction has been classified in contract assets. On December 14, 2018, through Official Letter SEDECTES/SMEL Nº. 22/2018, the Minas Gerais State Department for Economic, Scientific, Technological and Higher Education Development (‘Sedectes’) or (‘the grantor power’) presented a study, made by FGV, for economic and financial rebalancing of the concession contract of Gasmig, also based on a consultation of the General Attorney’s Office of the State. The rebalancing that the grantor power sought consists of replacement of the contractual obligation to build a gas pipeline to serve the Nitrogen Fertilizers Unit (UFN), which would be built by Petrobras, in the Minas Triangle region, for payment of a consideration to the State, in the form of a Concession Grant Fee, the amount of which Sedectes estimates at R$852 million. Based on the study, Sedectes requested a statement of opinion from Gasmig and began talks for solution of the imbalance referred to, considering that one of its conditions for extension of the concession contract (from 2023 to 2053, as specified in the second amendment to the contract) was execution of investments for construction of the gas pipeline. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
89
5. | CASH AND CASH EQUIVALENTS |
Consolidated | Parent company | |||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Bank accounts | 90,348 | 107,516 | 4,360 | 7,602 | ||||||||||||
Cash investments | ||||||||||||||||
Bank certificates of deposit (CDBs) (1) | 467,872 | 555,008 | 5,005 | 21,534 | ||||||||||||
Overnight (2) | 189,866 | 228,280 | 25,327 | 25,194 | ||||||||||||
Others | 454 | — | 454 | — | ||||||||||||
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658,192 | 783,288 | 30,786 | 46,728 | |||||||||||||
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748,540 | 890,804 | 35,146 | 54,330 | |||||||||||||
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(1) | Bank Certificates of Deposit (Certificados de Depósito Bancário, or CDBs) are remunerated at a percentage, which has varied from 65% to 106% in June 30, 2019 (40% to 106% in December 31, 2018), of the CDI Rate (Interbank Rate for Interbank Certificates of Deposit or Certificados de Depósito Inter-bancário – CDIs) published by the Custody and Settlement Chamber (Câmara de Custódia e Liquidação, or Cetip). For these CDBs, the Company has repo transactions which state, on their trading notes, the bank’s commitment to repurchase the security, on demand, on the maturity date of the transaction, or earlier, at the Company’s option. |
(2) | Overnight transactions are repos available for redemption on the following day. They are usually backed by Treasury Bills, Notes or Bonds and referenced to a fixed rate. On June 30, 2019 this rate was 6.39% (6.39% in December 31, 2018). Their purpose is to settle the short-term obligations of the Company and its subsidiaries, or be used in the purchase of other assets with better remuneration to replenish the portfolio. |
Note 33 gives the exposure of the Company and its subsidiaries to interest rate risks, and a sensitivity analysis of their effects on financial assets and liabilities.
6. | MARKETABLE SECURITIES |
Consolidated | Parent company | |||||||||||||||
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Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Cash investments | ||||||||||||||||
Current | ||||||||||||||||
Bank certificates of deposit | 246 | — | 45 | — | ||||||||||||
Financial Notes (LFs) – Banks (1) | 471,721 | 434,735 | 62,925 | 47,979 | ||||||||||||
Treasury Financial Notes (LFTs) (2) | 184,143 | 253,868 | 24,564 | 28,018 | ||||||||||||
Debentures (3) | 3,602 | 11,292 | 3,506 | 4,129 | ||||||||||||
Others | 5,998 | 3,656 | 458 | 655 | ||||||||||||
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665,710 | 703,551 | 91,498 | 80,781 | |||||||||||||
Non-current | ||||||||||||||||
Bank certificates of deposit (CDBs) (4) | — | 240 | — | 44 | ||||||||||||
Financial Notes (LFs) – Banks (1) | 12,256 | 108,443 | — | 10,647 | ||||||||||||
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12,256 | 108,683 | — | 10,691 | |||||||||||||
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677,966 | 812,234 | 91,498 | 91,472 | |||||||||||||
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(1) | Bank Financial Notes (Letras Financeiras, or LFs) are fixed-rate fixed income securities, issued by banks and remunerated at a percentage of the CDI rate published by Cetip. The LFs in Cemig’s portfolio have remuneration rates varying from 102% to 111.25% of the CDI Rate, at June 30, 2019 (102% to 111.25% December 31, 2018). |
(2) | Treasury Financial Notes (LFTs) are fixed-rate fixed-income securities, their yield follows the daily changes in the Selic rate between the date of purchase and the date of maturity. |
(3) | Debentures are medium and long term debt securities, which give their holders a right of credit against the issuing company. The debentures have remuneration varying between 104.25% and 151% of the CDI rate, at June 30, 2019 (104.25% to 151% at December 31, 2018). |
(4) | Bank Certificates of Deposit (Certificados de Depósito Bancário, or CDBs), were remunerated on June 30, 2019 at 80% of the Interbank Rate for Interbank Certificates of Deposit (Certificados de Depósito Inter-bancário – CDIs) published by Cetip. On December 31, 2018 this percentage was 80%. |
Note 33 shows the classification of these securities, and cash investments in securities of related parties.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
90
7. | CUSTOMERS, TRADERS AND POWER TRANSPORT CONCESSION HOLDERS |
Consolidated | ||||||||||||||||||||||||
Balances not yet due | Up to 90 days past due | 91 to 360 days past due | More than 360 days past due | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||||||
Billed supply of energy | 1,448,352 | 660,542 | 447,171 | 496,388 | 3,052,453 | 2,988,791 | ||||||||||||||||||
Energy supply not yet billed | 1,101,744 | — | — | — | 1,101,744 | 1,048,261 | ||||||||||||||||||
Other concession holders – Wholesale supply | — | 18,433 | 19,929 | 689 | 39,051 | 46,978 | ||||||||||||||||||
Other concession holders – Wholesale supply, not yet billed | 255,510 | — | — | — | 255,510 | 281,655 | ||||||||||||||||||
CCEE (Wholesale Power Exchange) | 37,753 | 431,616 | — | — | 469,369 | 165,720 | ||||||||||||||||||
Concession holders – billed for transmission | 109,100 | 2,835 | 8,903 | 88,744 | 209,582 | 180,036 | ||||||||||||||||||
Concession holders – for transmission, not yet billed | 243,016 | — | — | — | 243,016 | 212,338 | ||||||||||||||||||
(–) Provision for doubtful receivables | (193,990 | ) | (19,544 | ) | (27,278 | ) | (546,448 | ) | (787,260 | ) | (751,168 | ) | ||||||||||||
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3,001,485 | 1,093,882 | 448,725 | 39,373 | 4,583,465 | 4,172,611 | |||||||||||||||||||
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Current assets | 4,498,657 | 4,091,722 | ||||||||||||||||||||||
Non-current assets | 84,808 | 80,889 |
Parent company | ||||||||||||||||||||||||
Balances not yet due | Up to 90 days past due | 91 to 360 days past due | More than 360 days past due | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||||||
Billed supply (telecoms services) | 39 | — | 1,550 | 21,154 | 22,743 | 25,843 | ||||||||||||||||||
Supply not yet invoiced | 2,254 | — | — | — | 2,254 | 2,254 | ||||||||||||||||||
(–) Provision for doubtful receivables | — | — | (1,130 | ) | (21,154 | ) | (22,284 | ) | (22,284 | ) | ||||||||||||||
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2,293 | — | 420 | — | 2,713 | 5,813 | |||||||||||||||||||
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Current assets | 2,713 | 5,813 |
The exposure of the Company and its subsidiaries to credit risk related to Customers and traders is given in Note 33.
The provision for doubtful receivables is considered sufficient to cover any potential losses in the realization of accounts receivable, and the breakdown by type of customers is as follows:
Consolidated | Jun. 30, 2019 | Dec. 31, 2018 | ||||||
Residential | 135,528 | 136,866 | ||||||
Industrial | 175,548 | 171,732 | ||||||
Commercial, services and others | 186,530 | 188,819 | ||||||
Rural | 32,383 | 33,517 | ||||||
Public authorities | 160,089 | 119,571 | ||||||
Public lighting | 2,641 | 5,615 | ||||||
Public services | 26,812 | 27,318 | ||||||
Charges for use of the network (TUSD) | 67,729 | 67,730 | ||||||
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787,260 | 751,168 | |||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
91
The changes in the provision for doubtful receivables in the semester is as follows:
Consolidated | Jun. 30, 2019 | Dec. 31, 2018 | ||||||
Opening Balances | 751,168 | 567,956 | ||||||
Initial adoption of CPC 48 | 150,114 | |||||||
Net new provisions (Note 29 d) | 126,978 | 167,557 | ||||||
Receivables settled | (90,886 | ) | (154,039 | ) | ||||
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Closing Balances | 787,260 | 731,588 | ||||||
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Advances from customers
Cemig GT and Cemig D received advance payments, against sale of supply, from certain customers. The balances of obligations relating to power not yet delivered have been as follows:
Jun. 30, 2019 | Jun. 30, 2018 | |||||||
Opening Balances | 79,405 | 232,762 | ||||||
Settled | (80,862 | ) | (88,849 | ) | ||||
Inflation adjustment (Note 30) | 1,457 | 6,815 | ||||||
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Closing Balances | — | 150,728 | ||||||
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The revenue from advances on sales of power supply was recognized in the income statement only when the supply is actually delivered.
8. | RECOVERABLE TAXES |
Consolidated | Parent company | |||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Current | ||||||||||||||||
ICMS tax recoverable | 75,691 | 79,956 | 2,778 | 2,778 | ||||||||||||
PIS and Pasep taxes | 1,933 | 4,150 | 20 | 20 | ||||||||||||
Cofins tax | 4,234 | 21,463 | 125 | 125 | ||||||||||||
Others | 17,501 | 18,614 | 103 | 97 | ||||||||||||
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99,359 | 124,183 | 3,026 | 3,020 | |||||||||||||
Non-current | ||||||||||||||||
ICMS tax recoverable | 249,663 | 239,789 | 1,862 | 1,862 | ||||||||||||
PIS and Pasep taxes | 1,086,868 | 3 | 105,800 | 3 | ||||||||||||
Cofins tax | 4,897,176 | 12 | 378,641 | 12 | ||||||||||||
Others | 2,227 | 2,552 | 1,795 | 1,795 | ||||||||||||
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6,235,934 | 242,356 | 488,098 | 3,672 | |||||||||||||
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6,335,293 | 366,539 | 491,124 | 6,692 | |||||||||||||
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The ICMS tax credits recoverable that are reported inNon-current assets arise from acquisitions of property, plant and equipment, and intangible assets, and can be offset against taxes payable in 48 months. The transfer toNon-current was made in accordance with estimates by management of the amounts which will likely be realized up to June 2020.
Credits of PIS/Pasep and Cofins taxes generated by the acquisition of machinery and equipment can be offset immediately.
The credits of PIS/Pasep and Cofins taxes recorded innon-current assets refer to the amounts paid for these taxes that included ICMS tax in their basis of calculation. For more information see Note 9.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
92
9. | PIS/PASEP AND COFINS TAXES CREDITS OVER ICMS – FINAL COURT JUDGMENT |
On July 16, 2008, Cemig, Cemig GT and Cemig D filed an Ordinary Action for a declaration that it was unconstitutional to include the ICMS value added tax within the taxable amount for calculation of PIS/Pasep and Cofins; and for recognition of these companies’ right to offsetting of amounts unduly paid for the 10 years prior to the action being filed, with monetary adjustment by the Selic rate.
In July 2008 the Company and the subsidiaries above referred obtained an interim injunction, and from that time, made escrow deposits into court relating to the inclusion of ICMS tax amounts in the basis for calculation of PIS/Pasep and Cofins taxes. The Company and its subsidiaries maintained this procedure from August 2008 to August 2011, and from then on, although they continued to challenge the basis of calculation in the courts, opted to pay the taxes monthly.
In October 2017, the Federal Supreme Court (STF) published its Joint Judgment on the Extraordinary Appeal, in the form that creates overall precedent, in favor of the Company’s argument. In 2017, based on the opinion of its legal advisers, the Company and its subsidiaries reversed the provision related to the escrow deposits made from 2008 to 2011, and also recognized a liability for reimbursement to their customers of the distribution segment.
On May 8, 2019 the Regional Federal Appeal Court of the First Region gave final judgment – against which there is no appeal – on the Ordinary Action, deciding in favor of Cemig, Cemig D and Cemig GT, and recognizing their right to exclude the ICMS amounts from the calculation basis of PIS/Pasep and Cofins taxes, backdated as from five years prior to the action initial filing– that is, from July 2003.
On June 11, 2019, based on this final judgment, the Companies filed for release of the escrow deposits, in the total amount of R$ 1,423,421 – still awaiting the court decision.
Final court judgment has also been given, against which there is no further appeal, in favor of the similar actions filed by Cemig’s wholly-owned subsidiaries Sá Carvalho, Cemig Geração Distribuída and UTE Barreiro.
Based on the opinion of its legal advisers, the Company believes that a portion of the credits to be received by Cemig D should be reimbursed to its customers, considering a maximum period for calculation of the reimbursement of 10 years. Thus, Cemig D has constituted a liability corresponding to the credits to be reimbursed to its customers, which comprises the period of the last 10 years, from June 2009 to May 2019, net of PIS/Pasep and Cofins taxes over monetary updating.
The amounts will be reimbursed to customers as from the date when the tax credits are in fact offset, that is still pending approval by the federal tax authority, and the mechanisms and criteria for the reimbursement will be discussed with Aneel.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
93
The Company has two ways to recover the tax credit: (i) offsetting of the amount receivable against amounts payable of PIS/Pasep and Cofins taxes, monthly, within the five-year period specified by the relevant law of limitation; or (ii) receipt of specific credit instruments ‘precatórios’ from the federal government.
In Cemig D and Cemig GT, the credits will be offset, to accelerate recovery. For the Company itself, priority will be given to receipt of the credits throughprecatório letters of credit, since the Company does not make enough monthly payments of PIS/Pasep and Cofins taxes to enable offsetting.
Shown below are the accounting effects relating to the recognition of the PIS/Pasep and Cofins taxes credits, including their monetary updating by the Selic rate, and the amounts to be reimbursed to customers that have been recognized in the interim financial information for the period ended June 30, 2019:
PIS/Pasep and Cofins taxes credits | Cemig (parent) | Cemig D | Cemig GT | Others subsidiaries (4) | Cemig (consolidated) | |||||||||||||||
Effects on the statement of financial position | ||||||||||||||||||||
Recoverable taxes (July/2003 to May/2019) | 484,426 | 4,833,278 | 640,163 | 26,163 | 5,984,030 | |||||||||||||||
Amounts to be restituted to customers (1) | — | (2,971,879 | ) | — | — | (2,971,879 | ) | |||||||||||||
Taxes payable (2) | (3,357 | ) | (40,256 | ) | (5,743 | ) | (229 | ) | (49,585 | ) | ||||||||||
Income and Social and contribution taxes | (163,467 | ) | (593,968 | ) | (212,416 | ) | (8,646 | ) | (978,497 | ) | ||||||||||
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Equity | 317,602 | 1,227,175 | 422,004 | 17,288 | 1,984,069 | |||||||||||||||
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Effects on net income | ||||||||||||||||||||
Recovery of PIS/Pasep and Cofins taxes credits over ICMS (3) | 183,595 | 830,333 | 408,612 | 16,023 | 1,438,563 | |||||||||||||||
Finance income | 300,831 | 1,010,590 | 231,551 | 10,140 | 1,553,112 | |||||||||||||||
PIS/Pasep and Cofins taxes charged on financial revenues | (3,357 | ) | (19,780 | ) | (5,743 | ) | (229 | ) | (29,109 | ) | ||||||||||
Income and Social and contribution taxes | (163,467 | ) | (593,968 | ) | (212,416 | ) | (8,646 | ) | (978,497 | ) | ||||||||||
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317,602 | 1,227,175 | 422,004 | 17,288 | 1,984,069 | ||||||||||||||||
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(1) | Amounts to be reimbursed to customers on the PIS/Pasep and Cofins taxes credits for Cemig D, recognized in 2019. The total amount of this line, presented in the Statements of Financial Position of the Company and its subsidiary Cemig D, is R$ 4,110,513. The difference of R$ 1,138,634 is due to the constitution of a liability corresponding to the reversal of the provision related to the escrow deposits made from 2008 to 2011, recorded in 2017. |
(2) | PIS/Pasep and Cofins taxes on the financial revenues comprising the monetary updating of the tax credits that have been recognized. These taxes applicable to the credits to be reimbursed to customers reduce their total, without effects in the Statement of income. |
(3) | This refers to the credits recognized in operating profit, amounting R$ 3,836,640, net of the amounts to be reimbursed to customers, of R$ 2,398,077. |
(4) | This refers to the credits recognized by the wholly-owned subsidiaries Sá Carvalho, Cemig Geração Distribuída and UTE Barreiro. |
As a result of the court decision, amounts of ICMS tax were no longer included in the calculation basis of PIS/Pasep and Cofins taxes in the billing of Cemig D’s customers as from June 2019, representing an average reduction of approximately 1% in the invoice amount.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
94
10. | INCOME AND SOCIAL CONTRIBUTION TAXES |
a) Income and social contribution taxes recoverable
These balances of income tax and social contribution tax refer to tax credits in the corporate income tax returns of prior years, and to advance payments, which will be offset against federal taxes payable.
Consolidated | Parent company | |||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Income tax | 297 | 252,756 | — | 36,023 | ||||||||||||
Social contribution tax | 9,948 | 139,428 | 409 | 7,652 | ||||||||||||
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10,245 | 392,184 | 409 | 43,675 | |||||||||||||
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Current | 8,143 | 386,668 | — | 41,274 | ||||||||||||
Non-current | 2,102 | 5,516 | 409 | 2,401 |
The balances of Income and social contribution taxes posted innon-current assets arise from retentions at source of tax relating to energy supply sold under theProinfa program by companies opting to use the presumed profit method of tax reporting, where the expectation of offsetting is greater than 12 months.
b) Income and social contribution taxes
The balances of income and social contribution taxes recorded in Current liabilities refer mainly to the taxes owed by the Company and its subsidiaries that report by the Real Profit method, which have to pay the tax monthly on a estimated basis, and by the subsidiaries that have opted for the Presumed Profit method, in which payments are made quarterly.
On June 30, 2019 income and social contribution taxes were recognized on the amounts of the PIS/Pasep and Cofins taxes credits over ICMS, recoverable as a result of the final judgment (subject to no further appeal) on the legal action filed by the Company and its subsidiaries, as explained in Note 9.
Consolidated | Parent company | |||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Current | ||||||||||||||||
Income tax | 427,261 | 83,213 | 41,063 | — | ||||||||||||
Social contribution tax | 114,749 | 28,850 | 16,245 | — | ||||||||||||
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542,010 | 112,063 | 57,308 | — | |||||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
95
c) Deferred income and social contribution taxes
The Company and its subsidiaries have tax credits for income and the social contribution taxes, arising from balances of tax losses, negative social contribution tax carryforwards, and temporary differences, at the rates of 25% (for income tax) and 9% (for the social contribution tax), as follows:
Consolidated | Parent company | |||||||||||||||
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Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Deferred tax assets | ||||||||||||||||
Tax loss carryforwards | 77,573 | 373,413 | 76,738 | 118,761 | ||||||||||||
Provisions for contingencies | 220,454 | 217,908 | 25,166 | 21,829 | ||||||||||||
Provisions for losses on investments | 609,159 | 609,159 | 609,159 | 609,159 | ||||||||||||
Operating provisions | 291,489 | 312,927 | 588 | 1,732 | ||||||||||||
Provisions for profit sharing | 44,622 | 24,586 | 1,874 | 1,418 | ||||||||||||
Provisions Put SAAG | 149,972 | 142,510 | — | — | ||||||||||||
Post-employment obligations | 1,512,039 | 1,476,519 | 168,817 | 163,399 | ||||||||||||
Provision for doubtful receivables | 290,526 | 278,897 | 8,161 | 8,161 | ||||||||||||
Paid concessions | 8,006 | 7,683 | — | — | ||||||||||||
Others | 10,322 | 26,753 | (35 | ) | — | |||||||||||
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Total | 3,214,162 | 3,470,355 | 890,468 | 924,459 | ||||||||||||
Deferred tax liabilities | ||||||||||||||||
Funding transaction costs | (20,538 | ) | (25,254 | ) | — | — | ||||||||||
Deemed cost | (235,437 | ) | (239,092 | ) | — | — | ||||||||||
Fair value of equity holdings | (522,318 | ) | (501,311 | ) | (110,599 | ) | (113,673 | ) | ||||||||
Capitalized borrowing costs | (170,974 | ) | (167,454 | ) | — | — | ||||||||||
Taxes on revenues not redeemed – Presumed Profit accounting method | (1,751 | ) | (4,715 | ) | — | — | ||||||||||
Adjustment of expected cash flow from reimbursements of concession assets | (747,592 | ) | (804,077 | ) | — | — | ||||||||||
Adjustment to fair value – Swaps | (470,652 | ) | (276,534 | ) | — | — | ||||||||||
Others | (36,959 | ) | (33,474 | ) | (1,691 | ) | (1,516 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Total | (2,206,221 | ) | (2,051,911 | ) | (112,290 | ) | (115,189 | ) | ||||||||
Total, net | 1,007,941 | 1,418,444 | 778,178 | 809,270 | ||||||||||||
Total assets | 1,898,417 | 2,146,863 | 778,178 | 809,270 | ||||||||||||
Total liabilities | (890,476 | ) | (728,419 | ) | — | — |
The changes in deferred income and social contribution taxes have been as follows:
Consolidated | Parent company | |||||||
Balances on December 31, 2017 | 1,136,539 | 756,739 | ||||||
Effects allocated to Statement of income – continuing operations | 25,574 | 38,569 | ||||||
Effects allocated to Statement of income – discontinued operations | (9,815 | ) | (5,742 | ) | ||||
Effects allocated to Equity | ||||||||
Effects of initial adoption of IFRS 9 / CPC 48 | 51,065 | — | ||||||
Reversal of deemed cost | 17,521 | — | ||||||
Transfer to assets classified as held for sale | 745 | 745 | ||||||
Variations in deferred tax assets and liabilities | (3,510 | ) | — | |||||
Absorption Telecom | — | 1,049 | ||||||
|
|
|
| |||||
Balances on June 30, 2018 | 1,218,119 | 791,360 | ||||||
|
|
|
| |||||
Balances on December 31, 2018 | 1,418,444 | 809,270 | ||||||
Effects allocated to Income statement | (410,326 | ) | (31,092 | ) | ||||
Others | (177 | ) | — | |||||
|
|
|
| |||||
Balances on June 30, 2019 | 1,007,941 | 778,178 | ||||||
|
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|
|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
96
d) Reconciliation of the expense on income and social contribution taxes
This table reconciles the nominal expense on income tax (rate 25%) and the social contribution tax (rate 9%) with the actual expense, presented in the statement of income:
Consolidated | Parent company | |||||||||||||||
Jan to Jun 2019 | Jan to Jun 2018 | Jan to Jun 2019 | Jan to Jun/2018 | |||||||||||||
Profit (loss) on going concern operations before income and social contribution taxes | 4,600,697 | 603,182 | 3,040,901 | 403,484 | ||||||||||||
Income and Social Contribution taxes – Nominal expense (34%) | (1,564,237 | ) | (205,082 | ) | (1,033,906 | ) | (137,185 | ) | ||||||||
Tax effects applicable to: | ||||||||||||||||
Share of (loss) profit, of associates and joint ventures (net of effects of Interest on Equity) | 28,326 | (16,633 | ) | 906,096 | 176,535 | |||||||||||
Non-deductible contributions and donations | (1,103 | ) | (1,583 | ) | — | (401 | ) | |||||||||
Tax incentives | 46,184 | 5,983 | 84 | 25 | ||||||||||||
Difference between Presumed and Real Profit methods | 45,709 | 48,506 | — | — | ||||||||||||
Non-deductible penalties | (12,487 | ) | (6,964 | ) | (14 | ) | (35 | ) | ||||||||
Estimated losses on doubtful accounts receivable from related parties | (233,931 | ) | — | — | — | |||||||||||
Others | 3,067 | 4,928 | (1,311 | ) | (370 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Income and Social Contribution taxes – effective (expense)/gain | (1,688,472 | ) | (170,845 | ) | (129,051 | ) | 38,569 | |||||||||
|
|
|
|
|
|
|
| |||||||||
Current income and Social Contribution taxes | (1,278,146 | ) | (196,419 | ) | (97,959 | ) | — | |||||||||
Deferred income and Social Contribution taxes | (410,326 | ) | 25,574 | (31,092 | ) | 38,569 | ||||||||||
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| |||||||||
(1,688,472 | ) | (170,845 | ) | (129,051 | ) | 38,569 | ||||||||||
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| |||||||||
Effective rate | (36.70 | )% | 28.32 | % | (4.24 | )% | 9.56 | % |
Consolidated | Parent company | |||||||||||||||
Apr to Jun/2019 | Apr to Jun/2018 | Apr to Jun/2019 | Apr to Jun/2018 | |||||||||||||
Profit (loss) on going concern operations before income and social contribution taxes | 3,471,969 | (33,031 | ) | 2,266,104 | (42,031 | ) | ||||||||||
Income and Social Contribution taxes – Nominal expense (34%) | (1,180,469 | ) | 11,231 | (770,475 | ) | 14,290 | ||||||||||
Tax effects applicable to: | ||||||||||||||||
Share of (loss) profit, of associates and joint ventures (net of effects of Interest on Equity) | 6,392 | (34,370 | ) | 620,086 | 6,466 | |||||||||||
Non-deductible contributions and donations | (340 | ) | (1,214 | ) | — | (401 | ) | |||||||||
Tax incentives | 33,621 | 2,792 | 84 | 25 | ||||||||||||
Difference between Presumed and Real Profit methods | 18,456 | 21,296 | — | — | ||||||||||||
Non-deductible penalties | (4,548 | ) | (2,958 | ) | (10 | ) | (29 | ) | ||||||||
Estimated losses on doubtful accounts receivable from related parties | (233,931 | ) | — | — | — | |||||||||||
Others | 3,836 | 3,996 | (1,015 | ) | (716 | ) | ||||||||||
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| |||||||||
Income and Social Contribution taxes – effective (expense)/gain | (1,356,983 | ) | 773 | (151,330 | ) | 19,635 | ||||||||||
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| |||||||||
Current income and Social Contribution taxes | (973,424 | ) | (11,393 | ) | (97,959 | ) | �� | |||||||||
Deferred income and Social Contribution taxes | (383,559 | ) | 12,166 | (53,371 | ) | 19,635 | ||||||||||
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(1,356,983 | ) | 773 | (151,330 | ) | 19,635 | |||||||||||
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Effective rate | (39.08 | )% | 2.34 | % | (6.68 | )% | 46.72 | % |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
97
11. | RESTRICTED CASH |
The total of restricted cash, R$100,936 (R$90,993 on December 31, 2018), refers to funds arising from real estate properties and goods not able to be used for the concessions, and other regulatory obligations of the subsidiaries.
12. | ACCOUNTS RECEIVABLE FROM THE STATE OF MINAS GERAIS |
The Company has accounts receivable from the State of Minas Gerais, in the form of return of an administrative deposit made for a dispute on the rate of inflation and other adjustment that was to be applied to an advance against future capital increase (‘AFAC’), made in prior years, which was the subject of a debt recognition agreement. The agreement provided for payment by the State in 12 consecutive monthly installments, each updated by the IGP–M index up to the date of actual payment, the first to become due on November 10, 2017. Clause 3 of that agreement states that, in the event of arrears or default by the State in payment of the agreed consecutive monthly installments, Cemig is authorized to retain dividends or Interest on Equity distributable to the State in proportion to the State’s equity interest, for as long as the arrears and/or default continues.
Considering the provision referred to in the previous paragraph, on June 28, 2019, the Company withheld an amount of R$17,892, corresponding to the dividends that would have been payable to Minas Gerais State on that date. The balance receivable on June, 30, 2019, R$238.428 (R$245.566 on December, 31, 2018), was classified asNon-current asset, as a result of the delays in installments past due since January 2018.
Management believes that it will not suffer losses in the realization of these receivables, for reasons including the guarantees mentioned above, which the Company intends to execute in the event ofnon-receipt of the amount agreed in the debt recognition agreement.
13. | ESCROW DEPOSITS |
Consolidated | Parent company | |||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Employment-law cases | 336,368 | 334,685 | 38,737 | 41,015 | ||||||||||||
Tax issues | ||||||||||||||||
Income tax on Interest on Equity | 28,211 | 27,852 | 272 | 265 | ||||||||||||
Pasep and Cofins taxes (1) | 1,423,421 | 1,402,117 | — | — | ||||||||||||
Donations and Legacy Tax (ITCD) | 52,093 | 51,075 | 51,653 | 50,635 | ||||||||||||
Urban property tax (IPTU) | 75,427 | 86,906 | 57,060 | 69,242 | ||||||||||||
Finsocial tax | 39,134 | 38,455 | 39,134 | 38,455 | ||||||||||||
Income tax and Social Security contribution on ‘Anuênio’ employee indemnity (2) | 278,603 | 274,871 | 13,379 | 13,200 | ||||||||||||
Income tax withheld at source on inflationary profit | 8,502 | 8,438 | 8,502 | 8,437 | ||||||||||||
Social Contribution tax (3) | 18,062 | 18,062 | — | — | ||||||||||||
ICMS credits on PP&E | 38,489 | 38,193 | — | — | ||||||||||||
Others (4) | 91,441 | 117,171 | 65,670 | 65,416 | ||||||||||||
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| |||||||||
2,053,383 | 2,063,140 | 235,670 | 245,650 | |||||||||||||
Others | ||||||||||||||||
Regulatory | 42,719 | 52,701 | 19,725 | 29,565 | ||||||||||||
Third party liability | 9,756 | 9,328 | 3,583 | 3,568 | ||||||||||||
Customer relations | 6,068 | 6,132 | 1,099 | 987 | ||||||||||||
Court embargo | 16,752 | 12,394 | 4,241 | 4,148 | ||||||||||||
Others | 22,854 | 23,132 | 1,254 | 1,412 | ||||||||||||
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98,149 | 103,687 | 29,902 | 39,680 | |||||||||||||
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2,487,900 | 2,501,512 | 304,309 | 326,345 | |||||||||||||
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(1) | This refers to the escrow deposits into court made in the action challenging the constitutionality of inclusion of ICMS (VAT), already charged, within the taxable amount for calculation of these two contributions. See more details in Note 9. |
(2) | See more details in Note 26 – Provisions (Anuênio indemnity); |
(3) | Escrow deposit in the legal action challenging an infringement claim relating to application of Social Contribution tax to amounts of cultural and artistic donations and sponsorship, expenses on punitive fines, and taxes with liability suspended. |
(4) | Includes escrow deposits in the amount of R$ 46.118 and R$ 8.261 arising from legal actions related to INSS and PIS/Pasep and Cofins taxes, respectively. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
98
14. | REIMBURSEMENT OF TARIFF SUBSIDIES |
Subsidies on tariffs charged to users of distribution services (the TUSD – Charge for Use of the Distribution System, and the EUST – Charges for Use of the Transmission System), are reimbursed to distributors through the funds from the Energy Development Account (CDE).
On June 30, 2019 the total recognized as subsidies was R$525,463 (R$458,321 on June 30, 2018). Of this amount, Cemig D has a receivable R$93,673 (R$82,470 in 2018) and Cemig GT has a receivable of R$2,700 (R$8,375 in 2018) in current assets.
15. | CONCESSION FINANCIAL AND SECTOR ASSETS AND LIABILITIES |
Concession financial assets – consolidated | Jun. 30, 2019 | Dec. 31, 2018 | ||||||
Financial assets related to infrastructure | ||||||||
Distribution concessions (15.1) | 421,904 | 395,743 | ||||||
Indemnity receivable – transmission | 1,323,042 | 1,296,314 | ||||||
Reimbursement receivable – generation (15.3) | 816,202 | 816,202 | ||||||
Concession grant fee – generation concessions (15.4) | 2,457,733 | 2,408,930 | ||||||
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| |||||
5,018,881 | 4,917,189 | |||||||
|
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|
Sector financial assets – consolidated | Jun. 30, 2019 | Dec. 31, 2018 | ||||||
CVA (Portion A Compensation) Account andOther Financial Components in tariff-setting (14.5) | 1,130,865 | 1,080,693 | ||||||
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| |||||
Total | 6,149,746 | 5,997,882 | ||||||
|
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|
| |||||
Current assets | 1,239,932 | 1,070,384 | ||||||
Non-current assets | 4,909,814 | 4,927,498 |
The changes in concession financial assets related to infrastructure are as follows:
Transmission | Generation | Distribution | Consolidated | |||||||||||||
Balances on December 31, 2017 | 2,475,838 | 4,237,892 | 369,762 | 7,083,492 | ||||||||||||
Effects of initial adoption of CPC 47 / IFRS 15 (note 16) | (1,092,271 | ) | — | — | (1,092,271 | ) | ||||||||||
Amounts received | (160,688 | ) | (122,284 | ) | — | (282,972 | ) | |||||||||
Transfers between PP&E, Financial assets and Intangible assets | — | — | 11,302 | 11,302 | ||||||||||||
Others transfers | — | — | 269 | 269 | ||||||||||||
Adjustment of expectation of cash flow from the Concession financial assets | — | — | 3,066 | 3,066 | ||||||||||||
Monetary updating | 66,637 | 191,443 | — | 258,080 | ||||||||||||
Written down | — | — | (58 | ) | (58 | ) | ||||||||||
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|
|
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| |||||||||
Balances on June 30, 2018 (reclassified) | 1,289,516 | 4,307,051 | 384,341 | 5,980,908 | ||||||||||||
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| |||||||||
Reclassification (a) | 1,084,797 | — | — | 1,084,797 | ||||||||||||
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| |||||||||
Balances on June 30, 2018 (originally submitted) | 2,374,313 | 4,307,051 | 384,341 | 7,065,705 | ||||||||||||
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| |||||||||
Balances on December 31, 2018 | 1,296,314 | 3,225,132 | 395,743 | 4,917,189 | ||||||||||||
Amounts received | (88,518 | ) | (127,348 | ) | — | (215,866 | ) | |||||||||
Transfers contractl assets | 44,082 | — | 17,260 | 61,342 | ||||||||||||
Transfers PP&E | — | — | 102 | 102 | ||||||||||||
Inflation adjustment | 71,164 | 176,151 | 8,967 | 256,282 | ||||||||||||
Written down | — | — | (168 | ) | (168 | ) | ||||||||||
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| |||||||||
Balances on June 30, 2019 | 1,323,042 | 3,273,935 | 421,904 | 5,018,881 | ||||||||||||
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(a) | For comparability, the balances of certain assets linked to transmission concession infrastructure, originally presented on June 30, 2018 in financial assets, were reclassified to concession contract assets, due to the effects of the first adoption of CPC 47 / IFRS 15 on January 1, 2018 (see Note 16). |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
99
15.1 | Distribution – Financial assets related to infrastructure |
The energy and gas distribution concession contracts are within the scope of ICPC 01 (IFRIC 12). The financial assets under these contracts refer to the investments made in infrastructure for which the residual value will paid by grantor at the end of the concession period and they are measured at fair value through profit or loss.
15.2 | Transmission – Indemnifiable receivable |
The Company’s transmission concession contracts are within the scope of ICPC 01 (IFRIC 12), which deals with accounting of concession contracts. They refer to the investment made in infrastructure that will be the subject of reimbursement by the grantor during and at the end of the concession contract, as specified in the regulatory framework of the sector and in the concession contract.
On August 16, 2016, the regulator, by its Dispatch 2181, homologated the amount of R$892,050, in December 2012 Reais, for the portion of the residual value of assets to be paid to the Company. This amount was recorded as a financial asset, with specific maturity and interest rate, in accordance with its characteristics.
The amount of the reimbursement receivable, updated to June 30, 2019, of R$1,323,042 (R$1,296,314 on December, 31, 2018) is classified as a financial asset, at amortized cost, in accordance with IFRS 9 / CPC 48, as follows:
Portions of remuneration and depreciation not paid since the extensions of concessions
The portions of remuneration and depreciation not paid since the extensions of the concessions, up to the tariff process of 2017, in the amount of R$891,904 (R$936,945 on December 31, 2018) are updated by the IPCA index (Expanded National Consumer PriceIndex) and remunerated at the weighted average cost of capital of the transmission industry as defined by Aneel in the methodologies for concession holders’ Periodic Tariff Reviews, to be paid over a period of eight years, in the form of reimbursement through the RAP, from July 2017.
Residual Value of transmission assets – injunction awarded to industrial customers
On April 10, 2017, a preliminary injunction was granted to the Brazilian Large Free Customers’ Association (Associação Brasileira de Grandes Consumidores Livres), the Brazilian Auto Glass Industry Technical Association (Associação Técnica Brasileira das Indústrias Automáticas de Vidro) and the Brazilian Ferro-alloys and Silicon Metal Producers’ Association (Associação Brasileira dos Produtores de Ferroligas e de Silicio Metálico) in their legal action against the regulator and the Federal Government requesting suspension of the effects on their tariffs of payment of the residual value of the Existing Basic Network System (‘RBSE’) assets payable to agents of the energy sector who accepted the terms of Law 12,783/2013.
The preliminary relief granted was partial, with effects related to suspension of the inclusion in the customer tariffs paid by these associations of the portion of the indemnity corresponding to the remuneration of cost of capital included since the date of extension of the concessions – amounting to R$431,138 at June 30, 2019 (R$359,369 at December 31, 2018) inflation-adjusted by the IPCA index.
In compliance with the court decision, the regulator, in its Technical Note183/201-SGT/ANEEL of June 22, 2017, presented a new calculation, excluding the amounts that refer to the cost of own capital. Cemig believes that this is a provisional decision, and that its right to receive the amount referring to the assets of RBSE is guaranteed by law, so that no adjustment to the amount recorded at June 30, 2019 is necessary.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
100
15.3 | Generation – Indemnity receivable |
As from August 2013, with the expiry of the concession for various plants operated by Cemig GT under Concession Contract 007/1997, Cemig GT has a right to reimbursement of the assets not yet amortized, as specified in the concession contract. The accounting balances corresponding to these assets are recognized in financial assets, at fair value through profit or loss, and totaled R$816,202 on June 30, 2019 and on December 31, 2018.
Generating plant | Concession expiration date | Installed capacity (MW) | Net balance of assets based on historic cost | Net balance of assets based on deemed cost | ||||||||||||
Lot D | ||||||||||||||||
Três Marias Hydroelectric Plant | July 2015 | 396 | 71,694 | 413,450 | ||||||||||||
Salto Grande Hydroelectric Plant | July 2015 | 102 | 10,835 | 39,379 | ||||||||||||
Itutinga Hydroelectric Plant | July 2015 | 52 | 3,671 | 6,589 | ||||||||||||
Camargos Hydroelectric Plant | July 2015 | 46 | 7,818 | 23,095 | ||||||||||||
Piau Small Hydroelectric Plant | July 2015 | 18,01 | 1,531 | 9,005 | ||||||||||||
Gafanhoto Small Hydroelectric Plant | July 2015 | 14 | 1,232 | 10,262 | ||||||||||||
Peti Small Hydroelectric Plant | July 2015 | 9,4 | 1,346 | 7,871 | ||||||||||||
Dona Rita Small Hydroelectric Plant | Sep. 2013 | 2,41 | 534 | 534 | ||||||||||||
Tronqueiras Small Hydroelectric Plant | July 2015 | 8,5 | 1,908 | 12,323 | ||||||||||||
Joasal Small Hydroelectric Plant | July 2015 | 8,4 | 1,379 | 7,622 | ||||||||||||
Martins Small Hydroelectric Plant | July 2015 | 7,7 | 2,132 | 4,041 | ||||||||||||
Cajuru Small Hydroelectric Plant | July 2015 | 7,2 | 3,576 | 4,252 | ||||||||||||
Paciência Small Hydroelectric Plant | July 2015 | 4,08 | 728 | 3,936 | ||||||||||||
Marmelos Small Hydroelectric Plant | July 2015 | 4 | 616 | 4,265 | ||||||||||||
Others | ||||||||||||||||
Volta Grande Hydroelectric Plant | Feb. 2017 | 380 | 25,621 | 70,118 | ||||||||||||
Miranda Hydroelectric Plant (1) | Dec. 2016 | 408 | 26,710 | 22,546 | ||||||||||||
Jaguara Hydroelectric Plant | Aug. 2013 | 424 | 40,452 | 174,203 | ||||||||||||
São Simão Hydroelectric Plant | Jan. 2015 | 1,710 | 1,762 | 2,711 | ||||||||||||
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3,601,70 | 203,545 | 816,202 | ||||||||||||||
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(1) | Investments made after the Jaguara, São Simão and Miranda plants came into operation, in the amounts of R$174,203, R$2,711 and R$22,546, respectively, are recorded as concession financial assets, and the determination of the final amounts to be paid to the Company is in a process of discussion with Aneel (the regulator). Management of the subsidiary Cemig GT does not expect losses in realization of these amounts. |
As specified by the regulator (Aneel), the valuation reports that support the amounts to be received by the Company in relation to the residual value of the plants, previously operated by Cemig GT, that were included in Lot D and for theVolta Grande plant have been submitted to the regulator. The Company and its subsidiaries do not expect any losses in the realization of these amounts.
15.4 | Concession grant fee – Generation concessions |
The concession grant fee for 30 years, of concession contracts No.’s 08 to 16/2016, for the 18 hydroelectric plants of Lot D of Auction 12/2015, which Cemig GT won, was R$2,216,353. The amount of the concession fee was recognized as a financial asset measured at amortized cost, as the Company has unconditional right to receive the amount paid, updated by the IPCA index and remuneration interest (the total of which is equivalent to the internal rate of return on the project) during the period of the concession.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
101
The changes in these financial assets are as follows (R$’000):
SPC | Plant | Balance at Dec. 31, 2018 | Monetary updating | Amounts received | Balance at Jun. 30, 2019 | |||||||||||||
Cemig Geração Três Marias S.A. | Três Marias | 1,369,900 | 95,560 | (68,423 | ) | 1,397,037 | ||||||||||||
Cemig Geração Salto Grande S.A. | Salto Grande | 429,910 | 30,116 | (21,578 | ) | 438,448 | ||||||||||||
Cemig Geração Itutinga S.A. | Itutinga | 160,601 | 12,554 | (9,174 | ) | 163,981 | ||||||||||||
Cemig Geração Camargos S.A. | Camargos | 120,452 | 9,357 | (6,830 | ) | 122,979 | ||||||||||||
Cemig Geração Sul S.A. | Coronel Domiciano, Joasal, Marmelos, Paciência and Piau | 157,217 | 13,003 | (9,609 | ) | 160,611 | ||||||||||||
Cemig Geração Leste S.A. | Dona Rita, Ervália, Neblina, Peti, Sinceridade and Tronqueiras | 106,697 | 9,685 | (7,297 | ) | 109,085 | ||||||||||||
Cemig Geração Oeste S.A. | Cajurú, Gafanhoto and Martins | 64,153 | 5,876 | (4,437 | ) | 65,592 | ||||||||||||
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| |||||||||||
Total | 2,408,930 | 176,151 | (127,348 | ) | 2,457,733 | |||||||||||||
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SPC | Plant | Balance at Dec. 31, 2017 | Monetary updating | Amounts received | Balance at Jun. 30, 2019 | |||||||||||||
Cemig Geração Três Marias S.A. | Três Marias | 1,330,134 | 84,877 | (65,703 | ) | 1,349,308 | ||||||||||||
Cemig Geração Salto Grande S.A. | Salto Grande | 417,393 | 26,758 | (20,721 | ) | 423,430 | ||||||||||||
Cemig Geração Itutinga S.A. | Itutinga | 155,594 | 11,237 | (8,809 | ) | 158,022 | ||||||||||||
Cemig Geração Camargos S.A. | Camargos | 116,710 | 8,372 | (6,558 | ) | 118,524 | ||||||||||||
Cemig Geração Sul S.A. | Coronel Domiciano, Joasal, Marmelos, Paciência and Piau | 152,170 | 11,680 | (9,227 | ) | 154,623 | ||||||||||||
Cemig Geração Leste S.A. | Dona Rita, Ervália, Neblina, Peti, Sinceridade and Tronqueiras | 103,133 | 8,746 | (7,007 | ) | 104,872 | ||||||||||||
Cemig Geração Oeste S.A. | Cajurú, Gafanhoto and Martins | 62,001 | 5,310 | (4,259 | ) | 63,052 | ||||||||||||
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| |||||||||||
Total | 2,337,135 | 156,980 | (122,284 | ) | 2,371,831 | |||||||||||||
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|
Of the energy produced by these plants, 70% is sold in the Regulated Market (ACR) and 30% in the Free Market (ACL).
Concession Sector assets (liabilities)
15.5 | CVA (Portion A Compensation) Account andOther Financial Components in tariff adjustments |
The Amendment that extended the concession period of the Cemig D guarantees that, in the event of extinction of the concession contract, for any reason, the remaining balances (assets and liabilities) of any shortfall in payment or reimbursement through the tariff must also be paid by the grantor. The balances on (i) the CVA Account (Compensation for Variation of Portion A items), (ii) the account for Neutrality of Sector Charges, and (iii) Other financial components in the tariff calculation, refer to the positive and negative differences between the estimate of the Company’snon-manageable costs and the payments actually made. The variations are subject to monetary adjustment using the Selic rate and considered in the subsequent tariff adjustments.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
102
The balance of these sector financial assets and liabilities, which are presented at net value, in assets or liabilities, in the interim accounting information, in accordance with the tariff adjustments that have been authorized or are to be ratified, are as follows:
Statement of financial position | Jun. 30, 2019 | Dec. 31, 2018 | ||||||||||||||||||||||
Amounts ratified by Aneel in the last tariff adjustment | Amounts to be ratified by Aneel in the next tariff adjustments | Total | Amounts ratified by Aneel in the last tariff adjustment | Amounts to be ratified by Aneel in the next tariff adjustments | Total | |||||||||||||||||||
Assets | 2,724,479 | 824,092 | 3,548,571 | 1,184,458 | 2,545,994 | 3,730,452 | ||||||||||||||||||
Current assets | 2,724,479 | 73,608 | 2,798,087 | 1,184,458 | 1,505,264 | 2,689,722 | ||||||||||||||||||
Non-current assets | — | 750,484 | 750,484 | — | 1,040,730 | 1,040,730 | ||||||||||||||||||
Liabilities | (1,938,019 | ) | (479,687 | ) | (2,417,706 | ) | (1,140,507 | ) | (1,509,252 | ) | (2,649,759 | ) | ||||||||||||
Current liabilities | (1,938,019 | ) | (54,899 | ) | (1,992,918 | ) | (1,140,507 | ) | (902,341 | ) | (2,042,848 | ) | ||||||||||||
Non-current liabilities | — | (424,788 | ) | (424,788 | ) | — | (606,911 | ) | (606,911 | ) | ||||||||||||||
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Total current, net | 786,460 | 18,709 | 805,169 | 43,951 | 602,923 | 646,874 | ||||||||||||||||||
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Totalnon-current, net | — | 325,696 | 325,696 | — | 433,819 | 433,819 | ||||||||||||||||||
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Total, net | 786,460 | 344,405 | 1,130,865 | 43,951 | 1,036,742 | 1,080,693 | ||||||||||||||||||
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| Jun. 30, 2019 | Dec. 31, 2018 | ||||||||||||||||||||||
Amounts ratified by Aneel in the last tariff adjustment | Amounts to be ratified by Aneel in the next tariff adjustments | Total | Amounts ratified by Aneel in the last tariff adjustment | Amounts to be ratified by Aneel in the next tariff adjustments | Total | |||||||||||||||||||
Items of ‘Portion A’ | ||||||||||||||||||||||||
Quota for the Energy Development Account (CDE) | 262,564 | 33,393 | 295,957 | 1,172 | 220,016 | 221,188 | ||||||||||||||||||
Tariff for use of transmission facilities of grid participants | (40,181 | ) | (7,326 | ) | (47,507 | ) | 24,263 | (5,577 | ) | 18,686 | ||||||||||||||
Tariff for transport of Itaipu supply | 18,886 | 5,284 | 24,170 | 2,266 | 15,580 | 17,846 | ||||||||||||||||||
Alternative power sources program (Proinfa) | 23,307 | (64 | ) | 23,243 | 3,106 | 5,154 | 8,260 | |||||||||||||||||
ESS (System Service Charge) and EER (Reserve Energy Charge) | (350,242 | ) | (6,641 | ) | (356,883 | ) | (246,181 | ) | (287,474 | ) | (533,655 | ) | ||||||||||||
Energy bought for resale (1) | 1,434,102 | 168,495 | 1,602,597 | 667,149 | 1,401,917 | 2,069,066 | ||||||||||||||||||
‘Other financial components’ | ||||||||||||||||||||||||
Overcontracting of supply | (184,179 | ) | 199,635 | 15,456 | (204,056 | ) | (12,920 | ) | (216,976 | ) | ||||||||||||||
Neutrality of Portion A | (65,332 | ) | 10,879 | (54,453 | ) | 53,008 | (14,883 | ) | 38,125 | |||||||||||||||
Other financial components in tariff adjustments | (232,255 | ) | (29,342 | ) | (261,597 | ) | (235,964 | ) | (211,525 | ) | (447,489 | ) | ||||||||||||
Tariff Flag balances (2) | — | (11,967 | ) | (11,967 | ) | — | (11,215 | ) | (11,215 | ) | ||||||||||||||
Excess demand and reactive power | (80,210 | ) | (17,941 | ) | (98,151 | ) | (20,812 | ) | (62,331 | ) | (83,143 | ) | ||||||||||||
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TOTAL | 786,460 | 344,405 | 1,130,865 | 43,951 | 1,036,742 | 1,080,693 | ||||||||||||||||||
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(1) | The amount of the CVA for power supply constituted in 2018 after the Tariff Review, for inclusion in the tariff adjustment of 2019, is due mainly to the increased expenses on purchase of energy and coverage of hydrological risk, in view of the increase in the price of energy in the wholesale market, and operation of the thermoelectric plants, due to the low level of reservoirs; |
(2) | Billing arising from the ‘Flag’ Tariff System not yet homologated by Aneel. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
103
Changes in sector assets and liabilities have been as follows:
Balance at Dec. 31, 2017 | (45,790 | ) | ||
Net constitution of financial assets | 742,106 | |||
Assets realized | 408,566 | |||
Others – R&D Reimbursement | (114,782 | ) | ||
Advances from the Flag Tariff Centralizing Account | (165,671 | ) | ||
Inflation adjustment – Selic rate (Note 30) | 11,286 | |||
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| |||
Balance at Jun. 30, 2018 (resubmitted) | 835,715 | |||
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| |||
Balance at Dec. 31, 2018 | 1,080,693 | |||
Net constitution of financial assets (1) | 254,930 | |||
Assets realized | (174,689 | ) | ||
Advances from the Flag Tariff Centralizing Account | (83,115 | ) | ||
Inflation adjustment – Selic rate (Note 30) | 53,046 | |||
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| |||
Balance at Jun. 30, 2019 | 1,130,865 | |||
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(1) | The CVA asset recognized in the period is mainly due to higher difference in 2019 between actual costs of energy and the estimate figures used for future cost of energy in the tariff calculation (this difference generates a financial asset to be reimbursed to the Company through the next tariff adjustment). |
Payments from the Flag Tariff Centralizing Account
The ‘Flag Account’ (Conta Centralizadora de Recursos de Bandeiras Tarifárias – CCRBT or ‘Conta Bandeira’) manages the funds that are collected from captive customers of distribution concession and permission holders operating in the national grid, and are paid, on behalf of the CDE, directly to the Flag Account. The resulting funds are passed through by the Wholesale Trading Chamber (CCEE) to distribution agents, based on the differences between (a) realized amounts of costs of thermal generation and exposure to short-term market prices and (b) the amounts covered by the tariff in force.
From January to June, 2019, funds passed through by the Flag Account totaled R$83,114 (R$165,671 in 2Q18), and were recognized as a partial realization of CVA receivables constituted.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
104
16. | CONCESSION CONTRACT ASSETS |
Under IFRS 15 / Technical Pronouncement CPC 47 –Revenue from contracts with customers, concession infrastructure assets during the period of construction for which the right to consideration depends on satisfaction of a performance obligations are classified as Contract assets. The balances of these on June, 30, 2019 were as follows:
Consolidated | ||||||||
Jun. 30, 2019 | Dec. 31, 2018 | |||||||
Distribution – Infrastructure assets under construction | 603,970 | 518,162 | ||||||
Gas – Infrastructure assets under construction | 89,746 | 81,475 | ||||||
Transmission – Reimbursement assets incorporated into the Assets Remuneration Base | 414,069 | 492,405 | ||||||
Transmission – Assets remunerated by tariff | 716,317 | 636,905 | ||||||
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1,824,102 | 1,728,947 | |||||||
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Current | 131,989 | 130,951 | ||||||
Non-current | 1,692,113 | 1,597,996 |
The changes in contract assets are as follows:
Transmission | Distribution | Gas | Consolidated | |||||||||||||
Balance at December 31, 2017 | — | — | ||||||||||||||
Effects of initial adoption of CPC 47 / IFRS 15 (notes 15 and 19) | 1,092,271 | 531,750 | 89,497 | 1,713,518 | ||||||||||||
Additions | 4,732 | 348,283 | 20,950 | 373,965 | ||||||||||||
Inflation adjustment | 79,882 | — | — | 79,882 | ||||||||||||
Amounts received | (101,653 | ) | — | — | (101,653 | ) | ||||||||||
Settled | — | — | (857 | ) | (857 | ) | ||||||||||
Adjustment of expectation of cash flow from the Concession financial assets | 9,671 | — | — | 9,671 | ||||||||||||
Transfers to Financial assets | — | (11,302 | ) | — | (11,302 | ) | ||||||||||
Transfers to Intangible assets | (106 | ) | (240,297 | ) | (24,163 | ) | (264,566 | ) | ||||||||
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Balance at June 30, 2018 (reclassified) | 1,084,797 | 628,434 | 85,427 | 1,798,658 | ||||||||||||
Reclassification (1) | (1,084,797 | ) | (628,434 | ) | (85,427 | ) | (1,798,658 | ) | ||||||||
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Balance at June 30, 2018 (originally submitted) | — | — | — | — | ||||||||||||
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| |||||||||
Balance at December 31, 2018 | 1,129,310 | 518,162 | 81,475 | 1,728,947 | ||||||||||||
Additions | 82,989 | 347,052 | 19,069 | 449,110 | ||||||||||||
Inflation adjustment | 19,256 | — | — | 19,256 | ||||||||||||
Adjustment to expectation of contractual cash flow from the concession | 7,834 | — | — | 7,834 | ||||||||||||
Amounts received | (63,075 | ) | — | — | (63,075 | ) | ||||||||||
Settled | (1,824 | ) | — | (145 | ) | (1,969 | ) | |||||||||
Transfers to Financial assets | (44,082 | ) | (17,260 | ) | — | (61,342 | ) | |||||||||
Transfers to Intangible assets | — | (270,000 | ) | (10,653 | ) | (280,653 | ) | |||||||||
Transfers to PP&E | (22 | ) | — | — | (22 | ) | ||||||||||
Reversals of impairment losses (2) | — | 26,016 | — | 26,016 | ||||||||||||
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Balance at June 30, 2019 | 1,130,386 | 603,970 | 89,746 | 1,824,102 | ||||||||||||
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(1) | For comparability, the balances of certain assets linked to transmission concession infrastructure, originally presented on June 30, 2018 in financial assets and in intangible assets, were reclassified to concession contract assets, due to the effects of the first adoption of CPC 47 / IFRS 15 on January 1, 2018. |
(2) | As of December, 31, 2018, the subsidiary Cemig D recognized a provision of R$ 42.029 for impairment of certain long-term assets in progress. The amount of R$26.016 was reversed in the second quarter of 2019. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
105
The amount of additions in the period ended June 30, 2019 includes R$22,822 under the heading Capitalized borrowing costs, as presented in Note 23.
On June, 30, 2019, the Company has not identified any evidence of impairment of the others contract assets, with definite expected useful life. The Company doesn’t have any contract asset with indefinite useful life.
Energy and gas distribution activities
Assets linked to concession infrastructure still under construction are posted initially as contract assets, considering the right of Cemig D and Gasmig to charge for the services provided to customers or receive an indemnity at the end of the concession for assets not yet amortized. New assets are recorded initially as contract assets, valued at acquisition cost, including capitalized borrowing costs. After the assets start operation, the performance obligation linked to construction is deemed to have been concluded, and the assets are split between financial assets and intangible assets.
The transmission activity
The assets linked to the infrastructure of the transmission concession are now classified as contract assets, considering the performance obligations during the period of the concession, namely the obligations to build, operate and maintain transmission lines and keep them available. The assets posted in this line are:
Outstanding balance to be received through RAP: The outstanding balance of the reimbursement for transmission, due to acceptance of the terms of Law 12783/13, of R$414,069, at June 30, 2019 (R$492,405 at December 31, 2018) was incorporated into the Assets Remuneration Base and is being recovered via RAP.
Transmission – Assets remunerated by tariff:For new assets related to improvements and upgrades of facilities constructed by transmission concession holders, the regulator calculates an additional portion of Permitted Annual Revenue (RAP) in accordance with a methodology specified in theProret (Tariff Regulation Procedures).
Under theProret, the revenue established in the Resolutions is payable to the transmission concession holders as from the date of start of commercial operation of the facilities. In the periods between tariff reviews, the revenues associated with the improvements and upgrades of facilities are provisional. They are then finally determined in the review immediately subsequent to the start of commercial operation of the facilities; this review then has effect starting on the date when commercial operations begin. The balance receivable on June 30, 2019 was R$716,317 (R$636,905 on December, 31, 2018, previously classified as financial assets).
A counterpart entry is posted for the activity of implementation of infrastructure (during the phase of works), linked to completion of performance, and of the performance obligations to operate and maintain, and not only to the passage of time. Revenue and costs related to formation of these assets are recognized as costs incurred.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
106
17. | INVESTMENTS |
Investee | Control | Consolidated | Parent company | |||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||
Cemig Geração e Transmissão | Subsidiary | — | — | 5,984,474 | 5,064,127 | |||||||||||||
Hidrelétrica Cachoeirão | Jointly-controlled | 51,102 | 49,213 | — | — | |||||||||||||
Hidrelétrica Pipoca | Jointly-controlled | 29,227 | 30,629 | — | — | |||||||||||||
Retiro Baixo | Jointly-controlled | 175,386 | 170,720 | — | — | |||||||||||||
Aliança Norte (Belo Monte plant) | Jointly-controlled | 661,121 | 663,755 | — | — | |||||||||||||
Madeira Energia (Santo Antônio plant) | Affiliated | 231,270 | 270,090 | — | — | |||||||||||||
FIP Melbourne (Santo Antônio plant) | Affiliated | 437,960 | 470,022 | — | — | |||||||||||||
Baguari Energia | Jointly-controlled | 158,614 | 162,224 | — | — | |||||||||||||
Aliança Geração | Jointly-controlled | 1,277,764 | 1,216,860 | — | — | |||||||||||||
Amazônia Energia (Belo Monte Plant) | Jointly-controlled | 1,008,913 | 1,012,635 | — | — | |||||||||||||
Cemig Distribuição | Subsidiary | — | — | 6,209,525 | 4,642,358 | |||||||||||||
TAESA | Jointly-controlled | 1,207,352 | 1,143,189 | 1,207,352 | 1,143,189 | |||||||||||||
Ativas Data Center | Affiliated | 16,095 | 16,509 | 16,095 | 16,509 | |||||||||||||
Gasmig | Subsidiary | — | — | 1,403,976 | 1,439,005 | |||||||||||||
Cemig Geração Distribuída | Subsidiary | — | — | 10,781 | 2,741 | |||||||||||||
LEPSA (1) | Subsidiary | — | — | — | 5,099 | |||||||||||||
RME (1) | Subsidiary | — | — | — | 47,155 | |||||||||||||
Efficientia | Subsidiary | — | — | 16,410 | 17,532 | |||||||||||||
Janaúba photovoltaic plant – Distributed Generation | Affiliated | 9,004 | 9,042 | — | — | |||||||||||||
Companhia de Transmissão Centroeste de Minas | Jointly-controlled | 22,538 | 19,690 | 22,538 | 19,690 | |||||||||||||
Axxiom Soluções Tecnológicas | Subsidiary | — | — | 14,066 | 8,301 | |||||||||||||
Cemig Overseas | Subsidiary | — | — | 37 | — | |||||||||||||
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Total of investments | 5,286,346 | 5,234,578 | 14,885,254 | 12,405,706 | ||||||||||||||
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(1) | On April 24, 2019 Cemig completed merger of its wholly-owned subsidiaries RME and Lepsa, whose only material asset was the investment in Light. The book value used for merger was calculated by appraisal approved by Extraordinary General Meeting held on March 25, 2019. |
The Company’s investees that are not consolidated are jointly-controlled entities, with the exception of the interests in theSanto Antônio power plant, and Ativas Data Center.
a) | Right to operate regulated activity |
In the process of allocation of the acquisition price of the subsidiaries and affiliates, a basic identification was made of the intangible assets relating to the right to operate the regulated activity. These assets are presented jointly with the historic value of the investments in the table above. These assets will be amortized over the remaining period of the concessions on the straight-line basis.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
107
This table shows changes in these assets:
Parent company | ||||||||||||||||||||||||
Investee | Dec. 31, 2017 | Amortization | Jun. 30, 2018 | Dec. 31, 2018 | Amortization | Jun. 30, 2019 | ||||||||||||||||||
Cemig Geração e Transmissão | 688,612 | (19,326 | ) | 669,286 | 726,170 | (21,919 | ) | 704,251 | ||||||||||||||||
Retiro Baixo | 28,344 | (591 | ) | 27,753 | 31,966 | (695 | ) | 31,271 | ||||||||||||||||
Central Eólica Praias de Parajuru | 16,503 | (707 | ) | 15,796 | 66,286 | (3,107 | ) | 63,179 | ||||||||||||||||
Central Eólica Volta do Rio | 11,035 | (436 | ) | 10,599 | 95,819 | (4,107 | ) | 91,712 | ||||||||||||||||
Central Eólica Praias de Morgado | 23,956 | (972 | ) | 22,984 | — | — | — | |||||||||||||||||
Madeira Energia (Santo Antônio plant) | 151,384 | (2,979 | ) | 148,405 | 18,000 | (369 | ) | 17,631 | ||||||||||||||||
LIghtger | — | — | — | 83,990 | — | 83,990 | ||||||||||||||||||
Aliança Geração | 402,844 | (12,655 | ) | 390,189 | 377,534 | (12,655 | ) | 364,879 | ||||||||||||||||
Aliança Norte (Belo Monte plant) | 54,546 | (986 | ) | 53,560 | 52,575 | (986 | ) | 51,589 | ||||||||||||||||
TAESA | 188,745 | (4,660 | ) | 184,085 | 179,424 | (4,660 | ) | 174,764 | ||||||||||||||||
Light | 186,437 | (11,181 | ) | 175,256 | — | — | — | |||||||||||||||||
Gasmig | 457,273 | (7,628 | ) | 449,645 | 442,016 | (7,628 | ) | 434,388 | ||||||||||||||||
RME | 43,365 | (2,532 | ) | 40,833 | — | — | — | |||||||||||||||||
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| |||||||||||||
OVERALL TOTAL | 1,564,432 | (45,327 | ) | 1,519,105 | 1,347,610 | (34,207 | ) | 1,313,403 | ||||||||||||||||
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Consolidated | ||||||||||||||||||||||||
Investee | Dec. 31, 2017 | Amortization | Jun. 30, 2018 | Dec. 31, 2018 | Amortization | Jun. 30, 2019 | ||||||||||||||||||
Cemig Geração e Transmissão | 688,612 | (19,326 | ) | 669,286 | 480,075 | (14,705 | ) | 465,370 | ||||||||||||||||
Retiro Baixo | 28,344 | (591 | ) | 27,753 | 31,966 | (695 | ) | 31,271 | ||||||||||||||||
Central Eólica Praias de Parajuru | 16,503 | (707 | ) | 15,796 | — | — | — | |||||||||||||||||
Central Eólica Volta do Rio | 11,035 | (436 | ) | 10,599 | — | — | — | |||||||||||||||||
Central Eólica Praias de Morgado | 23,956 | (972 | ) | 22,984 | — | — | — | |||||||||||||||||
Madeira Energia (Santo Antônio plant) | 151,384 | (2,979 | ) | 148,405 | 18,000 | (369 | ) | 17,631 | ||||||||||||||||
Aliança Geração | 402,844 | (12,655 | ) | 390,189 | 377,534 | (12,655 | ) | 364,879 | ||||||||||||||||
Aliança Norte (Belo Monte plant) | 54,546 | (986 | ) | 53,560 | 52,575 | (986 | ) | 51,589 | ||||||||||||||||
TAESA | 188,745 | (4,660 | ) | 184,085 | 179,424 | (4,660 | ) | 174,764 | ||||||||||||||||
Light | 186,437 | (11,181 | ) | 175,256 | — | — | — | |||||||||||||||||
RME | 43,365 | (2,532 | ) | 40,833 | — | — | — | |||||||||||||||||
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| |||||||||||||
OVERALL TOTAL | 1,107,159 | (37,699 | ) | 1,069,460 | 659,499 | (19,365 | ) | 640,134 | ||||||||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
108
Changes in investments in subsidiaries, jointly-controlled entities and affiliates:
Parent company | ||||||||||||||||||||||||
Investee | Dec. 31, 2018 | Gain (loss) by equity method (Income statement) | Dividends | Capital contributions / acquisitions | Other | Jun. 30, 2019 | ||||||||||||||||||
Cemig Geração e Transmissão | 5,064,127 | 920,347 | — | — | — | 5,984,474 | ||||||||||||||||||
Cemig Distribuição | 4,642,358 | 1,567,167 | — | — | — | 6,209,525 | ||||||||||||||||||
Ativas Data Center | 16,509 | (414 | ) | — | — | — | 16,095 | |||||||||||||||||
Gasmig | 1,439,005 | 79,522 | (113,687 | ) | — | (864 | ) | 1,403,976 | ||||||||||||||||
Cemig Geração Distribuída | 2,741 | (1,353 | ) | (944 | ) | 10,337 | — | 10,781 | ||||||||||||||||
LEPSA (1) | 5,099 | 9 | — | — | (5,108 | ) | — | |||||||||||||||||
RME (1) | 47,155 | 6,652 | — | — | (53,807 | ) | — | |||||||||||||||||
Efficientia | 17,532 | 334 | (1,456 | ) | — | — | 16,410 | |||||||||||||||||
Companhia de Transmissão Centroeste de Minas | 19,690 | 2,848 | — | — | — | 22,538 | ||||||||||||||||||
Axxiom Soluções Tecnológicas | 8,301 | — | — | 5,765 | — | 14,066 | ||||||||||||||||||
Taesa | 1,143,189 | 97,719 | (33,363 | ) | — | (193 | ) | 1,207,352 | ||||||||||||||||
Cemig Overseas | — | — | — | — | 37 | 37 | ||||||||||||||||||
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12,405,706 | 2,672,831 | (149,450 | ) | 16,102 | (59,935 | ) | 14,885,254 | |||||||||||||||||
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(1) | Changes included in the Others column arise from the merger of RME and LEPSA in April 2019. |
Consolidated | ||||||||||||||||||||||||
Investee | Dec. 31, 2018 | Gain (loss) by equity method (Income statement) | Dividends | Capital contributions / acquisitions | Other | Jun. 30, 2019 | ||||||||||||||||||
Companhia de Transmissão Centroeste de Minas | 19,690 | 2,848 | — | — | — | 22,538 | ||||||||||||||||||
Hidrelétrica Cachoeirão | 49,213 | 5,310 | (3,421 | ) | — | — | 51,102 | |||||||||||||||||
Hidrelétrica Pipoca | 30,629 | 818 | (2,220 | ) | — | — | 29,227 | |||||||||||||||||
Madeira Energia (Santo Antônio plant) | 270,090 | (38,820 | ) | — | — | — | 231,270 | |||||||||||||||||
FIP Melbourne (Santo Antônio plant) | 470,022 | (32,062 | ) | — | — | — | 437,960 | |||||||||||||||||
Baguari Energia | 162,224 | 9,953 | (13,563 | ) | — | — | 158,614 | |||||||||||||||||
Amazônia Energia (Belo Monte plant) | 1,012,635 | (3,797 | ) | — | 75 | — | 1,008,913 | |||||||||||||||||
Aliança Norte (Belo Monte plant) | 663,755 | (3,587 | ) | — | 953 | — | 661,121 | |||||||||||||||||
Ativas Data Center | 16,509 | (414 | ) | — | — | — | 16,095 | |||||||||||||||||
Taesa | 1,143,189 | 97,719 | (33,363 | ) | — | (193 | ) | 1,207,352 | ||||||||||||||||
Aliança Geração | 1,216,860 | 60,904 | — | — | — | 1,277,764 | ||||||||||||||||||
Retiro Baixo | 170,720 | 4,666 | — | — | — | 175,386 | ||||||||||||||||||
Janaúba photovoltaic plant – Distributed Generation | 9,042 | (38 | ) | — | — | — | 9,004 | |||||||||||||||||
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Total of investments | 5,234,578 | 103,500 | (52,567 | ) | 1,028 | (193 | ) | 5,286,346 | ||||||||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
109
Parent company | ||||||||||||||||||||||||||||
Investees | Dec. 31, 2017 | Gain (loss) by equity method (Income statement) | Gain (loss) by equity method (Other comprehensive income) | Dividends | Capital contributions | Others | Jun. 30, 2018 | |||||||||||||||||||||
Cemig Geração e Transmissão | 4,793,832 | 66,889 | — | — | — | — | 4,860,721 | |||||||||||||||||||||
Cemig Distribuição (2) | 3,737,310 | 177,656 | — | — | 560,000 | (99,076 | ) | 4,375,890 | ||||||||||||||||||||
Cemig Telecom (1) | 247,313 | 4,778 | (416 | ) | — | — | (251,675 | ) | — | |||||||||||||||||||
Ativas Data Center (1) | — | (128 | ) | — | — | — | 17,116 | 16,988 | ||||||||||||||||||||
Rosal Energia | 106,897 | 9,958 | — | (16,342 | ) | — | 17,547 | 118,060 | ||||||||||||||||||||
Sá Carvalho | 102,536 | 13,574 | — | (16,147 | ) | — | — | 99,963 | ||||||||||||||||||||
Gasmig | 1,418,271 | 61,324 | — | (81,308 | ) | — | — | 1,398,287 | ||||||||||||||||||||
Horizontes Energia | 53,165 | 11,604 | — | (8,015 | ) | — | — | 56,754 | ||||||||||||||||||||
Usina Térmica Ipatinga | 4,932 | 106 | — | (314 | ) | — | — | 4,724 | ||||||||||||||||||||
Cemig PCH | 96,944 | 15,396 | — | (16,122 | ) | — | — | 96,218 | ||||||||||||||||||||
LEPSA (2) | 455,861 | 6,389 | — | (2,963 | ) | — | (22,083 | ) | 437,204 | |||||||||||||||||||
RME (2) | 383,233 | 1,635 | — | (1,200 | ) | — | (16,565 | ) | 367,103 | |||||||||||||||||||
UTE Barreiro | 17,982 | 120 | — | — | — | — | 18,102 | |||||||||||||||||||||
Empresa de Comercialização de Energia Elétrica | 18,403 | 26,232 | — | (17,820 | ) | — | — | 26,815 | ||||||||||||||||||||
Efficientia | 7,084 | 730 | — | (231 | ) | 9,070 | — | 16,653 | ||||||||||||||||||||
Cemig Comercializadora de Energia Incentivada | 2,004 | 428 | — | (220 | ) | — | — | 2,212 | ||||||||||||||||||||
Companhia de Transmissão Centroeste de Minas | 20,584 | 2,446 | — | (4,804 | ) | — | — | 18,226 | ||||||||||||||||||||
Light (2) | 1,083,140 | 8,202 | — | (7,689 | ) | — | (44,146 | ) | 1,039,507 | |||||||||||||||||||
Cemig Trading | 29,206 | 26,582 | — | (28,006 | ) | — | — | 27,782 | ||||||||||||||||||||
Axxiom Soluções Tecnológicas | 11,866 | (4,146 | ) | — | — | — | — | 7,720 | ||||||||||||||||||||
Taesa | 1,101,462 | 100,028 | — | (89,576 | ) | — | — | 1,111,914 | ||||||||||||||||||||
Cemig Overseas | 158 | — | — | — | 35 | — | 193 | |||||||||||||||||||||
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13,692,183 | 529,803 | (416 | ) | (290,757 | ) | 569,105 | (398,882 | ) | 14,101,036 | |||||||||||||||||||
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(1) | Changes included in theOthers column arise from the merger of Cemig Telecom in March 2018. |
(2) | The movement included in the Others column arises from first adoption of the new accounting pronouncements on January 1, 2018, recognized by the investees directly in equity without inclusion in the Income statement. |
Consolidated | ||||||||||||||||||||||||
Investees | Dec. 31, 2017 | Gain (loss) by equity method (Income statement) | Dividends | Contributions / acquisitions | Others | Jun. 30, 2018 | ||||||||||||||||||
Companhia de Transmissão Centroeste de Minas | 20,584 | 2,446 | (4,804 | ) | — | — | 18,226 | |||||||||||||||||
Light (1) | 1,534,294 | 15,107 | (11,532 | ) | — | (66,220 | ) | 1,471,649 | ||||||||||||||||
Axxiom Soluções Tecnológicas | 11,866 | (4,146 | ) | — | — | — | 7,720 | |||||||||||||||||
RME (1) | 383,233 | 1,635 | (1,200 | ) | — | (16,565 | ) | 367,103 | ||||||||||||||||
Hidrelétrica Cachoeirão | 57,957 | 6,739 | (16,350 | ) | — | — | 48,346 | |||||||||||||||||
Guanhães Energia | 25,018 | (299 | ) | — | 34,889 | — | 59,608 | |||||||||||||||||
Hidrelétrica Pipoca | 26,023 | 3,357 | (1,203 | ) | — | — | 28,177 | |||||||||||||||||
Madeira Energia (Santo Antônio plant) | 534,761 | (77,435 | ) | — | 84 | — | 457,410 | |||||||||||||||||
FIP Melbourne (Santo Antônio plant) | 582,504 | (65,933 | ) | — | — | — | 516,571 | |||||||||||||||||
Lightger | 40,832 | 2,308 | (1,779 | ) | — | — | 41,361 | |||||||||||||||||
Baguari Energia | 148,422 | 16,088 | (3,558 | ) | — | — | 160,952 | |||||||||||||||||
Central Eólica Praias de Parajuru | 60,101 | (6,086 | ) | — | — | — | 54,015 | |||||||||||||||||
Central Eólica Volta do Rio | 67,725 | (13,636 | ) | — | — | — | 54,089 | |||||||||||||||||
Central Eólica Praias de Morgado | 50,569 | (4,748 | ) | — | — | — | 45,821 | |||||||||||||||||
Amazônia Energia (Belo Monte plant) | 866,554 | 28,243 | — | 70,181 | — | 964,978 | ||||||||||||||||||
Ativas Data Center | 17,450 | (891 | ) | — | — | 429 | 16,988 | |||||||||||||||||
Taesa | 1,101,462 | 100,028 | (89,576 | ) | — | — | 1,111,914 | |||||||||||||||||
Renova | 282,524 | (89,092 | ) | — | — | — | 193,432 | |||||||||||||||||
Usina Hidrelétrica Itaocara S.A. | 3,699 | (3,477 | ) | — | 3,399 | — | 3,621 | |||||||||||||||||
Aliança Geração | 1,242,170 | 38,212 | — | — | — | 1,280,382 | ||||||||||||||||||
Aliança Norte (Belo Monte plant) | 576,704 | 17,420 | — | 41,365 | — | 635,489 | ||||||||||||||||||
Retiro Baixo | 157,773 | 7,927 | — | — | — | 165,700 | ||||||||||||||||||
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Total of investments | 7,792,225 | (26,233 | ) | (130,002 | ) | 149,918 | (82,356 | ) | 7,703,552 | |||||||||||||||
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(1) | The movement in theOthers column arises from first adoption of the new accounting standards on January 1, 2018, recognized by the investees directly in equity without inclusion in the profit and loss account. Note 2.2. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
110
b) | This table gives the main information on the subsidiaries and affiliates, not adjusted for the percentage represented by the Company’s ownership interest: |
Investees | Number of shares | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||||||||||||
Cemig Stake % | Share capital, R$ ’000 | Equity R$ ’000 | Cemig stake % | Share capital, R$ ’000 | Equity R$ ’000 | |||||||||||||||||||||||
Cemig Geração e Transmissão | 2,896,785,358 | 100.00 | 2,600,000 | 6,336,603 | 100.00 | 2,600,000 | 4,980,136 | |||||||||||||||||||||
Madeira Energia (Santo Antônio plant) | 12,034,025,147 | 15.51 | 10,619,786 | 4,201,884 | 15.51 | 10,619,786 | 4,656,593 | |||||||||||||||||||||
Hidrelétrica Cachoeirão | 35,000,000 | 49.00 | 35,000 | 104,290 | 49.00 | 35,000 | 100,434 | |||||||||||||||||||||
Guanhães Energia | 548,626,000 | 49.00 | 548,626 | 267,878 | 49.00 | 396,402 | 228,242 | |||||||||||||||||||||
Hidrelétrica Pipoca | 41,360,000 | 49.00 | 41,360 | 59,060 | 49.00 | 41,360 | 62,509 | |||||||||||||||||||||
Baguari Energia (1) | 26,157,300,278 | 69.39 | 186,573 | 228,591 | 69.39 | 186,573 | 233,793 | |||||||||||||||||||||
Central Eólica Praias de Parajuru | 71,834,843 | 100.00 | 71,835 | 81,438 | 100.00 | 71,835 | 79,594 | |||||||||||||||||||||
Central Eólica Volta do Rio | 138,867,440 | 100.00 | 138,867 | 81,364 | 100.00 | 138,867 | 84,355 | |||||||||||||||||||||
Lightger | 79,078,937 | 49.00 | 79,232 | 92,752 | 49.00 | 79,232 | 86,105 | |||||||||||||||||||||
Aliança Norte (Belo Monte plant) | 41,893,675,837 | 49.00 | 1,208,071 | 1,243,943 | 49.00 | 1,206,127 | 1,247,307 | |||||||||||||||||||||
Amazônia Energia (Belo Monte plant) (1) | 1,322,527,723 | 74.50 | 1,322,528 | 1,354,245 | 74.50 | 1,322,428 | 1,359,243 | |||||||||||||||||||||
Aliança Geração | 1,291,582 | 45.00 | 1,291,488 | 2,025,081 | 45.00 | 1,291,488 | 1,857,905 | |||||||||||||||||||||
Retiro Baixo | 225,350,000 | 49.90 | 225,350 | 288,808 | 49.90 | 222,850 | 278,065 | |||||||||||||||||||||
Renova (1) | 41,719,724 | 36.23 | 2,919,019 | (685,314 | ) | 36.23 | 2,919,019 | (76,489 | ) | |||||||||||||||||||
Usina Hidrelétrica Itaocara S.A. | 22,165,114 | 49.00 | 22,165 | 9,821 | 49.00 | 22,165 | 10,470 | |||||||||||||||||||||
Cemig Baguari | 306,000 | 100.00 | 306 | 22 | 100.00 | 306 | 36 | |||||||||||||||||||||
Cemig Ger.Três Marias S.A. | 1,291,423,369 | 100.00 | 1,291,423 | 1,410,905 | 100.00 | 1,291,423 | 1,395,614 | |||||||||||||||||||||
Cemig Ger.Salto Grande S.A. | 405,267,607 | 100.00 | 405,268 | 448,235 | 100.00 | 405,268 | 440,083 | |||||||||||||||||||||
Cemig Ger. Itutinga S.A. | 151,309,332 | 100.00 | 151,309 | 180,892 | 100.00 | 151,309 | 178,544 | |||||||||||||||||||||
Cemig Geração Camargos S.A. | 113,499,102 | 100.00 | 113,499 | 134,397 | 100.00 | 113,499 | 131,570 | |||||||||||||||||||||
Cemig Geração Sul S.A. | 148,146,505 | 100.00 | 148,147 | 177,619 | 100.00 | 148,147 | 176,424 | |||||||||||||||||||||
Cemig Geração Leste S.A. | 100,568,929 | 100.00 | 100,569 | 120,826 | 100.00 | 100,569 | 120,686 | |||||||||||||||||||||
Cemig Geração Oeste S.A. | 60,595,484 | 100.00 | 60,595 | 72,483 | 100.00 | 60,595 | 69,898 | |||||||||||||||||||||
Rosal Energia S.A. | 46,944,467 | 100.00 | 46,944 | 128,110 | 100.00 | 46,944 | 124,897 | |||||||||||||||||||||
Sá Carvalho S.A. | 361,200,000 | 100.00 | 36,833 | 133,168 | 100.00 | 36,833 | 94,447 | |||||||||||||||||||||
Horizontes Energia S.A. | 39,257,563 | 100.00 | 39,258 | 62,651 | 100.00 | 39,258 | 54,953 | |||||||||||||||||||||
Cemig PCH S.A. | 45,952,000 | 100.00 | 45,952 | 94,787 | 100.00 | 45,952 | 92,987 | |||||||||||||||||||||
Usina Termelétrica do Barreiro S.A. | 1,402,000 | 100.00 | 1,402 | 3,473 | 100.00 | 16,902 | 18,406 | |||||||||||||||||||||
Empresa de Serviços de Comercialização de Energia Elétrica S.A. | 486,000 | 100.00 | 486 | 54,159 | 100.00 | 486 | 26,755 | |||||||||||||||||||||
Cemig Comercializadora de Energia Incentivada S.A. | 1,000,000 | 100.00 | 1,000 | 2,906 | 100.00 | 1,000 | 2,841 | |||||||||||||||||||||
Cemig Trading S.A. | 1,000,000 | 100.00 | 1,000 | 57,276 | 100.00 | 1,000 | 28,135 | |||||||||||||||||||||
Cemig Distribuição | 2,359,113,452 | 100.00 | 2,771,998 | 6,209,525 | 100.00 | 2,771,998 | 4,642,358 | |||||||||||||||||||||
Light | 203,934,060 | 49.99 | 2,225,822 | 3,656,609 | 26.06 | 2,225,821 | 3,389,492 | |||||||||||||||||||||
TAESA | 1,033,496,721 | 21.68 | 3,042,034 | 4,857,614 | 21.68 | 3,042,034 | 4,572,051 | |||||||||||||||||||||
Ativas Data Center | 456,540,718 | 19.60 | 182,063 | 82,116 | 19.60 | 182,063 | 84,232 | |||||||||||||||||||||
Gasmig | 409,255,483 | 99.57 | 665,429 | 973,775 | 99.57 | 665,429 | 1,001,294 | |||||||||||||||||||||
Cemig Geração Distribuída | 174,281 | 100.00 | 174 | 10,781 | 100.00 | 174 | 2,741 | |||||||||||||||||||||
LEPSA | — | — | — | — | 100.00 | 406,341 | 446,591 | |||||||||||||||||||||
RME | — | — | — | — | 100.00 | 403,040 | 423,228 | |||||||||||||||||||||
Efficientia | 15,121,845 | 100.00 | 15,122 | 16,410 | 100.00 | 15,122 | 17,532 | |||||||||||||||||||||
Companhia de Transmissão Centroeste de Minas | 28,000,000 | 51.00 | 28,000 | 44,193 | 51.00 | 28,000 | 38,608 | |||||||||||||||||||||
Axxiom Soluções Tecnológicas | 58,365,000 | 49.00 | 58,365 | 20,822 | 49.00 | 46,600 | 16,943 |
(1) | Control shared under a shareholders’ agreement. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
111
Madeira Energia S.A. (“MESA”) and FIP Melbourne
MESA is the parent company of Santo Antônio Energia S.A (‘SAESA’), whose objects are operation and maintenance of theSanto Antônio Hydroelectric Plant and its transmission system, on the Madeira River, and all activities necessary for operation of the plant and its transmission system. Cemig directly holds an 8.54% equity interest; other shareholders include Furnas, Odebrecht Energia, and SAAG.
On June, 30, 2019 MESA reported a loss of R$454,708 and current liabilities in excess of current assets by R$11,046,981, due to, substantially, the reclassification of “Loans and Financing” to current liability, which was originally recognised innon-current liability, with maturity date after June, 30, 2020.
The reclassification of this amount to current liabilities occurred exclusively as a result of the financing contracts of MESA containing a clause allowing creditors to declare early maturity of the credits in the event of an application for Judicial Recovery by any one of the consenting parties to the financing contracts – which took place on 17, 2019, with the following consenting parties to the said contracts: Odebrecht Participações e Investimentos S.A. (OPI), Odebrecht Energia do Brasil S.A. (OEB) and Odebrecht S.A.
The management of MESA obtained, after June 30, 2019, declarations of“non-exercise” by the parties of the early maturity clause in the next 12 months as a function of the application for Judicial Recovery of the above-mentioned consenting parties. Thus, the reclassified portion of the debt, in the amount of R$ 10,717,521, will again be classified innon-current liabilities in the next quarter.
In addition to the reclassification referred to above, it should be noted that hydroelectric projects constituted using project finance structurally present negative net working capital in the first years of operation, because they are built using high levels of financial leverage. On the other hand, they have firm contracts for sales of energy supply over the long term as support and guarantee of payment of their debts. To balance the situation of negative working capital, in addition to its long-term sale contracts that ensure regularity in its operational cash flow, MESA count with the benefits of its debt reprofiling, that adjusted the flow of payments of the debt to its cash generation capacity, so that the investee does not depend on additional injections of capital by the shareholders.
Arbitration proceedings
In 2014, Cemig GT and SAAG Investimentos S.A. (SAAG), a vehicle through which Cemig GT holds an indirect equity interest in MESA, opened arbitration proceedings, in the Market Arbitration Chamber, challenging the following: (a) the increase approved in the capital of MESA of approximately R$750 million partially to be allocated to payment of the claims by the Santo Antonio Construction Consortium (‘CCSA’), based on absence of quantification of the amounts supposedly owed, and absence of prior approval by the Board of Directors, as required by the bylaws and Shareholders’ Agreement of MESA; and also on the existence of credits owed to MESA by CCSA, for an amount greater than the claims; and (b) the adjustment for impairment carried out by the Executive Board of Mesa, in the amount of R$750 million, relating to certain credits owed to MESA by CCSA, on the grounds that those credits are owed in their totality by express provision of contract.
The arbitration judgment by the Market Arbitration Chamber recognized the right of Cemig GT and SAAG in full, and ordered annulment of the acts being impugned. As a consequence of this decision, Mesa reversed the impairment, and posted a provision for doubtful receivables in the amount of R$678,551 in its financial statements as of December 31, 2017.
To resolve the question of the liability of CCSA to reimburse the costs ofre-establishment of the collateral and use of the contractual limiting factor, the affiliated company opened arbitration proceedings with the International Chamber of Commerce (ICC) against CCSA, which are in progress. This process is confidential under the Arbitration Regulations of the ICC.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
112
Renova Energia S.A. (“Renova”)
Going concern
In the period ended June 30, 2019, Renova has reported a loss of R$608,825; accumulated losses of R$3,659,712; consolidated current liabilities in excess of consolidated current assets by R$940,928; an equity deficit of R$985,314; and negative gross margin; and has a need to obtain capital to comply with its commitments, including those for construction of wind and solar power plants. These events or conditions indicate the existence of material uncertainty that may raise significant doubt about its ability to continue as a going concern as of June 30, 2019.
Additionally, events in the second quarter of 2019 in Renova included the following: (i) cancellation by Aneel, on June 4, 2019 of the authorization of the Projects of AS3 Phase B, due to the delay in the schedule; (ii) on the same date, Aneel stated the intention of cancelling the regulated energy contract under the “LER 2013” auction (‘the AS3 Phase A PPA’), due to delay in the wind power complexes starting operation, and on the allegation that energy prices are now much higher than those of the last prior auctions of the Regulated Market; and (iii) on June 19, 2019, AES demonstrated the impossibility of continuing with the purchase on the basis of the AS3 PPA, due to the frustrated negotiation with the supplier of wind turbines. As a result, the commercial bases for sale of the AS III were altered in relation to the proposal previously signed, thus reducing the value of the asset. For this, a complementary impairment provision was constituted in Renova in the amount of R$ 259,421, in the quarter ended June 30, 2019.
In response to this, the investee and its shareholders, including the Company, maintain a corporate and financing restructuring plan with the aim of rebalancing its liquidity and cash flow structure, resolving the capital structure and honoring its commitments. This includes: approval of a binding proposal from AES Tietê Energia S.A. for purchase of the investee’s wind farms; renegotiation of debt maturity date with BNDES and reprofiling of amounts owed to related parties, including the Company. Management of the Company and the investee believe that, with the success of the measures approved, it will be possible to resume economic, financial and liquidity balance to continue the investee’s business in the future.
However, in view of the investee’s negative net equity, the Company reduced the carrying value of its equity interests in Renova, at December 31, 2018, to zero. No further losses have been recognized, considering thenon-existence of any legal or constructive obligations to the investee.
Additionally, Cemig GT had accounts receivable from Renova in the amount of R$ 688 million, at June 30, 2019, with monetary updating calculated at the rate of 150% to 155% of the CDI rate, and final maturity date in December 2021. Considering the Investee’s equity deficit, and the uncertainties related to the process of its financial restructuring, as mentioned above, an estimated loss on realization of the credits was recognized in the second quarter of 2019, at the total amount of the balance receivable.
The continuity of Renova as a going concern depends on the success of the implementation of these measures, continuity of the flow of dividends from its investees, and obtaining of the necessary funding, from its shareholders and/or from outside parties.
Contract for acquisition of equity interest in Renova
As part of the corporate and financial restructuring plan of Renova, a share purchase agreement was signed on March 21, 2019 for acquisition, by the subsidiary Cemig GT and by Light Energia, of the entire shareholding interest in Renova Energia held by CG I, and the signature of an Instrument of Assignment of Contractual Position is being discussed, which will transfer the entire rights and obligations of Cemig GT to Light Energia. This restructuring also includes signature of an Investment Agreement with Light Energia for injections of capital by Cemig GT into Renova which will be used by the investee in carrying out and maintaining its operational activities.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
113
Negotiations on Alto Sertão III
On April 9, 2019 Renova signed a share purchase agreement for the transaction to sell the Alto Sertão III Wind Generation Complex to AES Tietê Energia S.A., subdivided into Phases A and B, in relation to which financial questions and other obligations relating to the sale are still under discussion. The transaction is subject to the following conditions: (i) The overall price may be augmented by an agreedearn-out amount, if the performance of Phase A exceeds the reference level specified in the negotiation; (ii) Settlement of the debts owed to creditors of the project: AES Tietê will assume the financial debt, estimated at R$988 million, most of which is owed to the BNDES.
As a result of the events that took place in the second quarter of 2019 and which were considered to be precedent and suspensive conditions for the negotiations with AES, the parties are negotiating extension of the said contract for an additional period of 60 (sixty) days, ending in October 2019.
Extension of period and reprofiling of debts with creditors
On July 23, 2019, Renova signed a Bank Credit Note with Citibank in the amount of R$ 185.6 million, for reprofiling of debt past due, with final maturity at six years, payment of interest quarterly, and aone-year grace period for payment of the principal.
On August 15, 2019, the maturity date of the bridge loan contracted with the BNDES for funds for execution of the works on the Alto Sertão III Wind Complex, in the amount of R$ 988 million at June 30, 2019, was extended for 60 days, from August 15 to October 15, 2019.
Amazônia Energia S.A. and Aliança Norte Energia S.A.
Amazônia Energia and Aliança Norte are shareholders in Norte Energia S.A. (‘Nesa’), which holds the concession to operate theBelo Monte Hydroelectric Plant, on the Xingu River, in the State of Pará. Through the jointly-controlled entities referred to above, Cemig GT owns an indirect equity interest in Nesa of 11.69%.
Nesa has expended significant funds for costs of organization and development andpre-operating costs, resulting in negative net working capital of R$3,167,535 at June 30, 2019. The completion of the construction works for theBelo Monte plant, and consequent generation of revenues, in turn, depend on the capacity of the investee to continue to comply with the schedule of works envisaged, as well as obtaining the necessary financial resources, either from its shareholders and / or from third parties.
On September 21, 2015, Nesa was awarded a preliminary injunction ordering the regulator to “abstain, until hearing of the application for an injunction made in the origin case, from applying to Appellant any penalties or sanctions in relation to the Belo Monte Hydroelectric Plant not coming into operation on the date established in the original timetable for the project, including those specified in Aneel Normative Resolution 595/2013 and in the Concession Contract01/2010-MME, of the Belo Monte Hydroelectric Plant”. The legal advisers of Nesa have classified the probability of loss as ‘possible’. The estimate of loss inBelo Monte up to June 30, 2019 is R$1,889,881.
Companhia de Transmissão Centroeste de Minas Gerais
On December 20, 2018 Cemig stated to Centrais Elétricas Brasileiras S.A. (‘Eletrobras’) Cemig’s interest in exercising its right of first refusal for acquisition of the equity interest held by Eletrobras in Companhia de Transmissão Centroeste de Minas S.A. (‘Centroeste’), which was the subject of Lot P in Eletrobras Auction 01/2018, held on September 27, 2018.
On January 15, 2019 Cemig was informed of the ratification by Eletrobras of the object of Eletrobras Auction 01/2018, referring to the exercise of first refusal, by the Company, in acquisition of the shareholding interest in Centroeste, conclusion of which will take place in 2019.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
114
c) | Risks related to compliance with laws and regulations |
Jointly-controlled investees:
Norte Energia S.A. (‘NESA’) – investment through Amazônia Energia and Aliança Norte
Investigations and other legal measures are in progress, conducted by the Federal Public Attorneys’ Office, which involve other indirect shareholders of the investees and certain executives of those other indirect shareholders. In this context, the Federal Public Attorneys have started investigations into irregularities involving contractors and suppliers of Nesa and of its other shareholders, which are still in progress. At present it is not possible to determine the outcome of these investigations, and their possible consequences. These might at some time in the future include consequences for the investee, further to the write-downs of infrastructure assets of R$183,000 posted by Nesa in 2015, based on the results of the independent internal investigation conducted by Nesa and its other shareholders, the results of which were reflected in Cemig GT as a loss by the equity method in that year.
On March 9, 2018Operação Fortuna was begun, in the 49th phase of ‘Operação Lava Jato’ (‘Operation Carwash’). According to news reports this operation investigates payment of bribes by the construction consortium of theBelo Monte power plant, comprising the companies. Management of Nesa believes that so far there are no new facts that have been disclosed by the 49th phase of ‘Operation Carwash’ that require additional procedures and internal independent investigation in addition to those already carried out.
The company’s management, based on its knowledge of the matters described above and on the independent procedure carried out, believes that the conclusions presented in the report of the independent investigation are adequate and appropriate; as a result no adjustment has been made in the interim accounting information. The effects of any future alterations in the existing scenario will be reflected appropriately in the Company’s interim accounting information.
Madeira Energia S.A (“MESA”)
Investigations and other legal measures are in progress, conducted by the Federal Public Attorneys’ Office, which involve other indirect shareholders of MESA and certain executives of those other indirect shareholders. In this context, the Federal Public Attorneys have started investigations into irregularities involving contractors and suppliers of Mesa and of its other shareholders. These investigations are still in progress. In response to allegations of possible illegal activities, the investee and its other shareholders have started an independent internal investigation.
The internal independent investigation, concluded in February 2019 – unless there are any future developments such as any plea bargains or collaboration undertakings that may be signed with the Brazilian authorities – has not found any objective evidence of any supposed undue payments by Mesa that should be considered for possible accountingwrite-off, pass-through or increase of costs to compensate undue advantages and/or linking of Mesa with acts of its suppliers, in the terms of the plea bargain or cooperation statements that have been made public.
The company’s management, based on its knowledge of the matters described above and on the independent procedures carried out, believes that the conclusions presented in the report of the independent investigation are adequate and appropriate; as a result no adjustment has been made in the interim accounting information. The effects of any future alterations in the existing scenario will be reflected appropriately in the Company’s interim accounting information.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
115
Renova Energia S.A. (“Renova”)
Since 2017 Renova has been one of the subjects in an investigation being made by the Minas Gerais Civil Police relating to certain capital contributions made by its controlling shareholders, including Cemig GT, and other capital contributions made in previous years by Renova in certain projects under development. As a consequence of this matter, the governance bodies of Renova requested opening of an internal investigation on this subject, and this is being conducted by an independent company. A separate independent internal monitoring committee was also set up in Renova, to accompany the internal investigation, jointly with the Audit Committee. Its members are: one independent member of the Board; the Chair of the Audit Board; and the Chair of the Board of Directors. In this context, the scope of the independent internal investigation consists of assessment as to whether there are any irregularities, including the Brazilian legislation related to acts of corruption and money-laundering, and Renova’s Code of ethics and integrity policies.
On April 11, 2019, as part of the fourth phase of ‘Operation Descarte’, the Federal Police, the federal tax authority and the federal Public Attorneys’ Office began the operation called ‘Gone with the Wind’, which resulted in a search and seizure warrant executed at the head office of the investee Renova in São Paulo, to establish whether any contracts had been over-invoiced without related provision of services, within the activities of this investee, in periods prior to 2015. In July 25, 2019, the second phase of the operation occurred. The investigations of ‘Operation Gone with the Wind’ are still in progress, and according to a Market Notice published on April 11, 2019, Renova is collaborating fully with the authorities in relation to these investigations.
Although there is evidence of deficiencies of internal controls, related to certain payments and filing of support documentation for services provided by outside parties, additional procedures are being requested to determine the existence of elements which would provide a basis for the items under investigation. As a result, except for the constitution of a provision for an infringement notice issued by the federal tax authority, in the amount of R$ 1,788, no effect of the investigations has been included in the interim accounting information at June 30, 2019 of Renova, nor of the Company.
Other investigations
In addition to the matter mentioned above, there are investigations being conducted by the Public Attorneys’ Office and Civil Police of Minas Gerais State, to identify possible irregularities in the Company’s investments in Guanhães and Mesa.
These procedures are being carried out by analysis of documents demanded by the respective authorities, and by hearing of witnesses.
Internal procedures for risks related to compliance with law and regulations.
Taking into account the investigations that are being made by the Company and in certain investees as described above, the governance bodies of the Company have authorized contracting of a specialized company to analyze the internal procedures related to these investments. This independent investigation is being supervised by the Special Investigation Committee, creation of which has been approved by the governance bodies.
On April 11, 2019 agents of the Brazilian Federal Police were in the Company’s head office in Belo Horizonte to execute a search and seizure warrant issued by a São Paulo Federal Court in connection with the operation entitled “Gone with the Wind”, as described above.
The first phase of the Company’s internal investigation was completed and the report delivered on May 13, 2019. Considering the present phase and preliminary results of this first phase of the internal investigations, no effect has been recorded in the Company’s interim accounting statements at June 30, 2019. The investigations continue, and are expected to be completed at the end of 2019.
The Company will evaluate any change in the future scenarios, and any effects, when applicable, that might affect the financial statements, and will collaborate with the authorities in their analyses related to the investigations in progress.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
116
18. | PROPERTY, PLANT AND EQUIPMENT |
Consolidated | Jun. 30, 2019 | Dec. 31, 2018 | ||||||||||||||||||||||
Historic cost | Accumulated depreciation | Net value | Historic cost | Accumulated depreciation | Net value | |||||||||||||||||||
In service | ||||||||||||||||||||||||
Land | 247,687 | (17,087 | ) | 230,600 | 231,223 | (16,174 | ) | 215,049 | ||||||||||||||||
Reservoirs, dams, watercourses | 3,284,866 | (2,166,400 | ) | 1,118,466 | 3,282,178 | (2,131,683 | ) | 1,150,495 | ||||||||||||||||
Buildings, works and improvements | 1,111,810 | (823,732 | ) | 288,078 | 1,114,229 | (800,430 | ) | 313,799 | ||||||||||||||||
Machinery and equipment | 2,787,113 | (1,958,273 | ) | 828,840 | 2,772,738 | (1,918,442 | ) | 854,296 | ||||||||||||||||
Vehicles | 30,641 | (26,948 | ) | 3,693 | 31,747 | (27,222 | ) | 4,525 | ||||||||||||||||
Furniture and utensils | 15,659 | (12,068 | ) | 3,591 | 16,385 | (12,718 | ) | 3,667 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
7,477,776 | (5,004,508 | ) | 2,473,268 | 7,448,500 | (4,906,669 | ) | 2,541,831 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
In progress | 129,852 | — | 129,852 | 119,754 | — | 119,754 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net PP&E | 7,607,628 | (5,004,508 | ) | 2,603,120 | 7,568,254 | (4,906,669 | ) | 2,661,585 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Parent company | Jun. 30, 2019 | Dec. 31, 2018 | ||||||||||||||||||||||
Historic cost | Accumulated depreciation | Net value | Historic cost | Accumulated depreciation | Net value | |||||||||||||||||||
In service | ||||||||||||||||||||||||
Land | 82 | — | 82 | 82 | — | 82 | ||||||||||||||||||
Buildings, works and improvements | 408 | (298 | ) | 110 | 408 | (297 | ) | 111 | ||||||||||||||||
Machinery and equipment | 5,852 | (4,804 | ) | 1,048 | 5,840 | (4,627 | ) | 1,213 | ||||||||||||||||
Furniture and utensils | 2,238 | (1,882 | ) | 356 | 2,238 | (1,878 | ) | 360 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
8,580 | (6,984 | ) | 1,596 | 8,568 | (6,802 | ) | 1,766 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
In progress | 459 | — | 459 | 484 | — | 484 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net PP&E | 9,039 | (6,984 | ) | 2,055 | 9,052 | (6,802 | ) | 2,250 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
This table shows the changes in property, plant and equipment:
Consolidated | Balance at Dec. 31, 2018 | Addition | Settled | Depreciation | Transfers/ Capitalizations (2) | Balance at June 30, 2019 | ||||||||||||||||||
In service | ||||||||||||||||||||||||
Land (1) | 215,049 | — | — | (1,388 | ) | 16,939 | 230,600 | |||||||||||||||||
Reservoirs, dams, watercourses | 1,150,495 | — | — | (40,479 | ) | 8,450 | 1,118,466 | |||||||||||||||||
Buildings, works and improvements | 313,799 | — | — | (9,342 | ) | (16,379 | ) | 288,078 | ||||||||||||||||
Machinery and equipment | 854,296 | — | (600 | ) | (44,489 | ) | 19,633 | 828,840 | ||||||||||||||||
Vehicles | 4,525 | — | — | (773 | ) | (59 | ) | 3,693 | ||||||||||||||||
Furniture and utensils | 3,667 | — | (3 | ) | (152 | ) | 79 | 3,591 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
2,541,831 | — | (603 | ) | (96,623 | ) | 28,663 | 2,473,268 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
In progress | 119,754 | 34,414 | — | — | (24,316 | ) | 129,852 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net PP&E | 2,661,585 | 34,414 | (603 | ) | (96,623 | ) | 4,347 | 2,603,120 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Certain land sites linked to concession contracts and without provision for reimbursement are amortized in accordance with the period of the concession. |
(2) | Balances, of R$ 4,325 and R$ 22, respectively, were transferred from Intangible assets and concession contract assets to PP&E. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
117
Consolidated | Balance at Dec. 31, 2017 | Addition | Settled | Depreciation | Transfer to Assets classified as held for sale | Transfers/ Capitalizations | Balance at Jun. 30, 2018 | |||||||||||||||||||||
In service | ||||||||||||||||||||||||||||
Land (1) | 211,272 | — | (3 | ) | (1,247 | ) | — | — | 210,022 | |||||||||||||||||||
Reservoirs, dams and watercourses | 1,233,576 | — | (2,575 | ) | (40,447 | ) | — | 146 | 1,190,700 | |||||||||||||||||||
Buildings, works and improvements | 331,362 | — | (237 | ) | (9,358 | ) | — | 568 | 322,335 | |||||||||||||||||||
Machinery and equipment | 873,551 | — | (5,095 | ) | (41,444 | ) | (255,758 | ) | 19,231 | 590,485 | ||||||||||||||||||
Vehicles | 3,105 | — | — | (666 | ) | — | 2,822 | 5,261 | ||||||||||||||||||||
Furniture and utensils | 3,395 | — | — | (169 | ) | — | 497 | 3,723 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
2,656,261 | — | (7,910 | ) | (93,331 | ) | (255,758 | ) | 23,264 | 2,322,526 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
In progress | 106,049 | 26,272 | (1,152 | ) | — | — | (32,781 | ) | 98,388 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Net PP&E | 2,762,310 | 26,272 | (9,062 | ) | (93,331 | ) | (255,758 | ) | (9,517 | ) | 2,420,914 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Certain land sites linked to concession contracts and without provision for reimbursement are amortized in accordance with the period of the concession. |
Parent company | Balance at Dec. 31, 2018 | Transfers | Depreciation | Balance at Jun 30, 2019 | ||||||||||||
In service | ||||||||||||||||
Land | 82 | — | — | 82 | ||||||||||||
Buildings, works and improvements | 111 | — | (1 | ) | 110 | |||||||||||
Machinery and equipment | 1,213 | 25 | (190 | ) | 1,048 | |||||||||||
Furniture and utensils | 360 | — | (4 | ) | 356 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
1,766 | 25 | (195 | ) | 1,596 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
In progress | 484 | (25 | ) | — | 459 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net PP&E—parent company | 2,250 | — | (195 | ) | 2,055 | |||||||||||
|
|
|
|
|
|
|
|
Parent company | Balance at Dec. 31, 2017 | Incorporation Telecom (1) | Transfer to Assets classified as held for sale | Transfers (1) | Depreciation | Settled | Balance at Jun. 30, 2017 | |||||||||||||||||||||
In service | ||||||||||||||||||||||||||||
Land | — | 82 | — | — | — | — | 82 | |||||||||||||||||||||
Buildings, works and improvements | — | 116 | — | — | (1 | ) | 115 | |||||||||||||||||||||
Machinery and equipment | 1,338 | 262,138 | (255,758 | ) | — | (5,802 | ) | (468 | ) | 1,448 | ||||||||||||||||||
Furniture and utensils | 13 | 405 | — | — | (16 | ) | — | 402 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
1,351 | 262,741 | (255,758 | ) | — | (5,819 | ) | (468 | ) | 2,047 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
In progress | 459 | 9,025 | — | (9,025 | ) | — | — | 459 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Net PP&E—parent company | 1,810 | 271,766 | (255,758 | ) | (9,025 | ) | (5,819 | ) | (468 | ) | 2,506 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | This refers to the merger of subsidiary Cemig Telecom. The amount of R$9.025 was transferred to inventories. |
The average annual depreciation rate for the Company and its subsidiaries in the first semester of 2019 is 3.72%.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
118
The Company and its subsidiaries have not identified any evidence of impairment of its Property, plant and equipment assets. The generation concession contracts provide that at the end of each concession the grantor must determine the amount to be reimbursed to the Company – with the exception of the concession contracts related to Lot D of Auction12/2015. Management believes that the indemnity of these assets will be greater than the amount of their historic cost, after depreciation over their useful lives.
19. | INTANGIBLE ASSETS |
The composition of the balance at June 30, 2019 and December 31, 2018:
Consolidated | Jun. 30, 2019 | Dec. 31, 2018 | ||||||||||||||||||||||
Historic cost | Accumulated amortization | Amount Residual value | Historic cost | Accumulated amortization | Amount Residual value | |||||||||||||||||||
In service | ||||||||||||||||||||||||
Defined useful life | ||||||||||||||||||||||||
Temporary easements | 11,749 | (3,001 | ) | 8,748 | 11,749 | (2,664 | ) | 9,085 | ||||||||||||||||
Paid concessions | 19,169 | (12,270 | ) | 6,899 | 19,169 | (11,930 | ) | 7,239 | ||||||||||||||||
Assets of concession | 18,939,096 | (8,314,662 | ) | 10,624,434 | 18,674,138 | (7,994,650 | ) | 10,679,488 | ||||||||||||||||
Others | 77,912 | (65,241 | ) | 12,671 | 84,868 | (66,071 | ) | 18,797 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
19,047,926 | (8,395,174 | ) | 10,652,752 | 18,789,924 | (8,075,315 | ) | 10,714,609 | |||||||||||||||||
In progress | 65,864 | — | 65,864 | 62,582 | — | 62,582 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net intangible assets | 19,113,790 | (8,395,174 | ) | 10,718,616 | 18,852,506 | (8,075,315 | ) | 10,777,191 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||||||||||
Parent company | Historic cost | Accumulated amortization | Amount Residual value | Historic cost | Accumulated amortization | Amount Residual value | ||||||||||||||||||
In service | ||||||||||||||||||||||||
Defined useful life | ||||||||||||||||||||||||
Software use rights | 14,880 | (9,778 | ) | 5,102 | 14,880 | (8,946 | ) | 5,934 | ||||||||||||||||
Brands and patents | 8 | (8 | ) | — | 8 | (8 | ) | — | ||||||||||||||||
Others | 231 | (73 | ) | 158 | 231 | (73 | ) | 158 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
15,119 | (9,859 | ) | 5,260 | 15,119 | (9,027 | ) | 6,092 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
In progress | 33 | — | 33 | 33 | — | 33 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net intangible assets | 15,152 | (9,859 | ) | 5,293 | 15,152 | (9,027 | ) | 6,125 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
119
This table shows the changes in intangible assets:
Consolidated | Balance at Dec. 31, 2018 | Addition | Settled | Amortization | Transfers (1) | Balance at Jun. 30, 2019 | ||||||||||||||||||
In service | ||||||||||||||||||||||||
Defined useful life | ||||||||||||||||||||||||
Temporary easements | 9,085 | — | — | (337 | ) | — | 8,748 | |||||||||||||||||
Paid concessions | 7,239 | — | — | (340 | ) | — | 6,899 | |||||||||||||||||
Assets of concession | 10,679,488 | — | (5,898 | ) | (343,275 | ) | 294,119 | 10,624,434 | ||||||||||||||||
Others | 18,797 | — | — | (2,326 | ) | (3,800 | ) | 12,671 | ||||||||||||||||
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|
|
|
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|
|
|
|
|
| |||||||||||||
10,714,609 | — | (5,898 | ) | (346,278 | ) | 290,319 | 10,652,752 | |||||||||||||||||
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|
|
|
|
|
|
| |||||||||||||
In progress | 62,582 | 17,375 | — | — | (14,093 | ) | 65,864 | |||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net intangible assets – Consolidated | 10,777,191 | 17,375 | (5,898 | ) | (346,278 | ) | 276,226 | 10,718,616 | ||||||||||||||||
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|
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|
|
(1) | The transfers were made between Intangible assets, concession contract assets and property, plant and equipment as follows: (1) R$ 280,653 from concession contract assets to intangible assets; (2) (R$4,325) from intangible assets to property, plant and equipment and; and (3) (R$ 102) from intangible assets to concession financial assets. |
Consolidated | Balance at Dec. 31, 2017 | Effects of initial adoption of CPC 47/IFRS 15 (note 16) | Addition | Settled | Amortization | Transfer to Assets classified as held for sale | Transfer | Others Transfer | Balance at Jun. 30, 2018 | |||||||||||||||||||||||||||
In service | ||||||||||||||||||||||||||||||||||||
Useful life defined | ||||||||||||||||||||||||||||||||||||
Temporary easements | 9,759 | — | — | — | (337 | ) | — | — | — | 9,422 | ||||||||||||||||||||||||||
Paid concession | 7,918 | — | — | — | (340 | ) | — | — | — | 7,578 | ||||||||||||||||||||||||||
Concession assets | 10,435,391 | — | — | (5,197 | ) | (328,997 | ) | — | 330,811 | 347 | 10,432,355 | |||||||||||||||||||||||||
Others | 17,188 | — | 1,064 | (112 | ) | (2,795 | ) | (6,947 | ) | 5,053 | 13,451 | |||||||||||||||||||||||||
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| |||||||||||||||||||
10,470,256 | 1,064 | (5,309 | ) | (332,469 | ) | (6,947 | ) | 335,864 | 347 | 10,462,806 | ||||||||||||||||||||||||||
In progress (reclassified) | 685,672 | (621,247 | ) | 15,522 | — | — | — | (71,662 | ) | — | 8,285 | |||||||||||||||||||||||||
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| |||||||||||||||||||
Net intangible assets (reclassified) | 11,155,928 | (621,247 | ) | 16,586 | (5,309 | ) | (332,469 | ) | (6,947 | ) | 264,202 | 347 | 10,471,091 | |||||||||||||||||||||||
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| |||||||||||||||||||
Reclassification (a) | — | 621,247 | 368,376 | (856 | ) | — | — | (274,906 | ) | — | 713,861 | |||||||||||||||||||||||||
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| |||||||||||||||||||
Net intangible assets (original submitted) | 11,155,928 | — | 384,962 | (6,165 | ) | (332,469 | ) | (6,947 | ) | (10,704 | ) | 347 | 11,184,952 | |||||||||||||||||||||||
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(a) | For comparability, the balances of the assets linked to energy and gas concession distribution infrastructure, originally presented on June 30, 2018 in Intangible assets, were reclassified to concession contract assets, considering the effects of the first adoption of CPC 47/IFRS 15 on January 1, 2018 (see Note 16). |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
120
Parent company | Balance at Dec. 31, 2018 | Amortization | Balance at Jun. 30, 2019 | |||||||||
In service | ||||||||||||
Defined useful life | ||||||||||||
Software use rights | 5,934 | (832 | ) | 5,102 | ||||||||
Others | 158 | — | 158 | |||||||||
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| |||||||
6,092 | (832 | ) | 5,260 | |||||||||
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| |||||||
In progress | 33 | — | 33 | |||||||||
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| |||||||
Net intangible assets | 6,125 | (832 | ) | 5,293 | ||||||||
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Concession assets
The portion of the distribution infrastructure that will be fully used up during the concession is recorded in Intangible assets. Assets linked to the infrastructure of the concession that are still under construction are posted initially as contract assets, as detailed in Note 16.
The intangible assets Easements, Paid concessions, Right to commercial operation of the concession, and Others, are amortizable by the straight-line method, taking into account the consumption pattern of these rights. The amount of additions in the period ended June 30, 2019 includes R$2,699 under the heading Capitalized borrowing costs, as presented in Note 23.
The annual average amortization rate is 4.12%. The main amortization rates take into account the useful life that management expects for the asset, and reflect the expected pattern of their consumption.
20. | LEASING TRANSACTIONS |
As mentioned in Note 2.2, as from January 1, 2019 the standard IFRS 16 / CPC 06 (R2) –Leases came into effect.
The Company and its subsidiaries have valued their contracts and recognized an asset of Right to Use and a liability for leasing, for the following contracts which contain leasing:
◾ | Leasing of commercial real estate used for serving customers; |
◾ | Leasing of buildings used as administrative headquarters; |
◾ | Leasing of commercial vehicles used in operations. |
The Company and its subsidiaries have opted to use the exemptions specified in the rule for short-term leasing operations (leasing transactions with a period of 12 months or less) without the option to purchase, and forlow-value items. Thus, these leasing agreements are recognized as an expense in the income statement on the straight-line basis, over the period of the leasing. Their effects on net income from January to June 2019 were immaterial.
a) | Right to Use |
The asset of Right to Use was valued at cost, comprising the amount of the initial measurement of the leasing liabilities, and amortized on the straight-line basis up to the end of the period of leasing or of the useful life of the asset identified, as the case may be.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
121
The breakdown of the balance for each type of asset identified is as follows:
Consolidated | Parent company | |||||||||||||||
Jun. 30, 2019 | Jan 1, 2019 | Jun. 30, 2019 | Jan 1, 2019 | |||||||||||||
Real estate property | 221,162 | 238,482 | 5,303 | 19,844 | ||||||||||||
Vehicles | 84,633 | 103,557 | — | — | ||||||||||||
Others | 257 | 411 | — | — | ||||||||||||
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| |||||||||
306,052 | 342,450 | 5,303 | 19,844 | |||||||||||||
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Changes in the asset Right to Use are as follows:
Consolidated | Real estate property | Vehicles | Others | Total | ||||||||||||
Balances on December 31, 2018 | — | — | — | — | ||||||||||||
Initial adoption on January 1, 2019 | 238,482 | 103,557 | 411 | 342,450 | ||||||||||||
Amortization | (17,320 | ) | (18,924 | ) | (154 | ) | (36,398 | ) | ||||||||
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| |||||||||
Balances on June 30, 2019 | 221,162 | 84,633 | 257 | 306,052 | ||||||||||||
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|
Parent company | Real estate property | |||
Balances on December 31, 2018 | — | |||
Initial adoption on January 1, 2019 | 19,844 | |||
Settled | (13,170 | ) | ||
Amortization | (1,371 | ) | ||
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| |||
Balances on June 30, 2019 | 5,303 | |||
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b) | Leasing liabilities |
The liability for leasing agreements was measured at the present value of the minimum payments required by the contracts, discounted at the Company’s marginal interest rate for borrowing.
The changes in the liabilities for leasing transactions have been as follows:
Consolidated | Parent company | |||||||
Balances on December 31, 2018 | — | — | ||||||
First adoption on January 1, 2019 (1) | 342,450 | 19,844 | ||||||
Settled | — | (13,170 | ) | |||||
Interest incurred | 18,332 | 286 | ||||||
Payments made | (49,570 | ) | (1,760 | ) | ||||
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| |||||
Balances on June 30, 2019 | 311,212 | 5,200 | ||||||
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| |||||
Current liabilities | 91,572 | 2,646 | ||||||
Non-current liabilities | 219,640 | 2,554 |
1) | The Company’s marginal borrowing rate applied to the liability for leasing recognized in the statement of financial position on the date of the initial application varied between 7.96% p.a. and 13.17% p.a., depending on the leasing contract period. |
The profile of maturity dates of gross leasing liabilities is shown in Note 33.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
122
21. | SUPPLIERS |
Consolidated | ||||||||
Jun. 30, 2019 | Dec. 31, 2018 | |||||||
Energy on spot market – CCEE | 195,400 | 139,375 | ||||||
Charges for use of energy network | 129,410 | 122,374 | ||||||
Energy bought for resale | 813,501 | 775,336 | ||||||
Itaipu Binacional | 282,410 | 268,004 | ||||||
Gas bought for resale | 121,989 | 123,664 | ||||||
Materials and services | 298,084 | 372,499 | ||||||
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| |||||
1,840,794 | 1,801,252 | |||||||
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|
22. | TAXES AND AMOUNTS TO BE RESTITUTED TO CUSTOMERS |
Consolidated | Parent company | |||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Current | ||||||||||||||||
ICMS (value added) tax | 146,582 | 167,886 | 1,421 | 1,587 | ||||||||||||
Cofins tax | 120,555 | 146,004 | 2,994 | 18,404 | ||||||||||||
Pasep tax | 23,958 | 31,664 | 480 | 3,988 | ||||||||||||
Social security contributions | 22,170 | 22,730 | 1,627 | 2,226 | ||||||||||||
Others | 21,371 | 41,541 | 708 | 18,809 | ||||||||||||
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| |||||||||
334,636 | 409,825 | 7,230 | 45,014 | |||||||||||||
Non-current | ||||||||||||||||
Cofins tax | 26,316 | 25,280 | — | — | ||||||||||||
Pasep tax | 4,290 | 4,116 | — | — | ||||||||||||
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| |||||||||
30,606 | 29,396 | — | — | |||||||||||||
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| |||||||||
365,242 | 439,221 | 7,230 | 45,014 | |||||||||||||
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| |||||||||
Amounts to be restituted to customers | ||||||||||||||||
Non-current | ||||||||||||||||
Pasep and Cofins taxes | 4,110,513 | 1,123,680 | — | — | ||||||||||||
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| |||||||||
4,110,513 | 1,123,680 | — | — | |||||||||||||
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|
The amounts of PIS/Pasep and Cofins taxes to be reimbursed to consumers refer to the credits to be received by Cemig D following the court judgment which excluded ICMS tax amounts from the basis for calculation of those taxes. For further information see Note 9.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
123
23. | LOANS, FINANCINGS AND DEBENTURES |
Financing source | Principal maturity | Annual Financial cost | Currency | Consolidated | ||||||||||||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||||||||||||||
Current | Non-current | Total | Total | |||||||||||||||||||||||||
FOREIGN CURRENCY | ||||||||||||||||||||||||||||
Banco do Brasil – Various bonds (1) (4) | 2024 | Diverse | U$$ | 1,842 | 17,497 | 19,339 | 25,936 | |||||||||||||||||||||
Eurobonds (2) | 2024 | 9.25% | U$$ | 43,441 | 5,748,300 | 5,791,741 | 5,856,124 | |||||||||||||||||||||
KfW (2) | 2019 | 1.78% | EUR$ | — | — | — | 229 | |||||||||||||||||||||
(–) Transaction costs | — | (20,013) | (20,013) | (21,319) | ||||||||||||||||||||||||
(±) Funds advanced (3) | — | (32,213) | (32,213) | (34,269) | ||||||||||||||||||||||||
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|
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|
|
| |||||||||||||||||||||
Debt in foreign currency | 45,283 | 5,713,571 | 5,758,854 | 5,826,701 | ||||||||||||||||||||||||
BRAZILIAN CURRENCY | ||||||||||||||||||||||||||||
Banco do Brasil (4) | 2022 | 146.50% of CDI | R$ | 69,850 | 432,500 | 502,350 | 502,531 | |||||||||||||||||||||
Caixa Econômica Federal (4) | 2022 | 146.50% of CDI | R$ | 85,566 | 541,057 | 626,623 | 626,632 | |||||||||||||||||||||
Caixa Econômica Federal (5) | 2021 | TJLP + 2.50% | R$ | 58,093 | — | 58,093 | 55,576 | |||||||||||||||||||||
Caixa Econômica Federal (6) | 2022 | TJLP + 2.50% | R$ | 112,999 | — | 112,999 | 107,791 | |||||||||||||||||||||
Eletrobras (4) | 2023 | UFIR + 6.00% to 8.00% | R$ | 13,970 | 13,893 | 27,863 | 33,182 | |||||||||||||||||||||
Large customers (4) | 2024 | IGP-DI + 6.00% | R$ | 3,255 | 2,051 | 5,306 | 4,985 | |||||||||||||||||||||
Pipoca Consortium (2) | 2019 | IPCA | R$ | 185 | — | 185 | 185 | |||||||||||||||||||||
Sonda (7) | 2021 | 110.00% of CDI | R$ | — | 47,073 | 47,073 | 45,531 | |||||||||||||||||||||
Promissory Notes—9th Note Issue – Single series (4) | 2019 | 151.00% of CDI | R$ | 445,479 | — | 445,479 | 425,571 | |||||||||||||||||||||
(–) FIC Pampulha: Securities of subsidiary companies (9) | (17,484) | — | (17,484) | (23,508) | ||||||||||||||||||||||||
(–) Transaction costs | (1,690) | (5,482) | (7,172) | (12,524) | ||||||||||||||||||||||||
Debt in Brazilian currency | 770,223 | 1,031,092 | 1,801,315 | 1,765,952 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total of loans and financings | 815,506 | 6,744,663 | 7,560,169 | 7,592,653 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Debentures – 3rd Issue, 2nd Series (2) | 2019 | IPCA + 6.00% | R$ | — | — | — | 156,361 | |||||||||||||||||||||
Debentures – 3rd Issue, 3rd Series (2) | 2022 | IPCA + 6.20% | R$ | 359,163 | 684,185 | 1,043,348 | 1,049,331 | |||||||||||||||||||||
Debentures – 6th Issue, 2nd series (2) | 2020 | IPCA + 8.07% | R$ | 18,997 | 16,490 | 35,487 | 33,322 | |||||||||||||||||||||
Debentures – 7th Issue, Single series (2) | 2021 | 140.00% of CDI | R$ | 341,586 | 510,619 | 852,205 | 1,022,646 | |||||||||||||||||||||
Debentures – 3rd Issue, 2nd Series (4) | 2021 | IPCA + 4.70% | R$ | 536,487 | 534,787 | 1,071,274 | 1,596,419 | |||||||||||||||||||||
Debentures – 3rd Issue, 3rd Series (4) | 2025 | IPCA + 5.10% | R$ | 16,822 | 938,528 | 955,350 | 955,722 | |||||||||||||||||||||
Debentures – 5th Issue, Single series (4) | 2022 | 146.50% of CDI | R$ | 217,175 | 1,362,377 | 1,579,552 | 1,580,121 | |||||||||||||||||||||
Debentures – 6th Issue, Single series (4) | 2020 | CDI + 1.75% | R$ | 553,127 | — | 553,127 | 551,214 | |||||||||||||||||||||
Debentures (8) | 2022 | | TJLP+1.82% (69%) and Selic+1.82% (31%) | | R$ | 33,007 | 76,375 | 109,382 | 124,801 | |||||||||||||||||||
Debentures (8) | 2019 | 116.50% of CDI | R$ | 50,086 | — | 50,086 | 50,086 | |||||||||||||||||||||
Debentures (8) | 2023 | CDI + 1.50% | R$ | 20,000 | 80,000 | 100,000 | 100,033 | |||||||||||||||||||||
(–) Transaction costs | (12,873) | (20,718) | (33,591) | (40,881) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total, debentures | 2,133,577 | 4,182,643 | 6,316,220 | 7,179,175 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Overall total – Consolidated | 2,949,083 | 10,927,306 | 13,876,389 | 14,771,828 | ||||||||||||||||||||||||
|
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|
|
|
|
|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
124
Financing source | Principal maturity | Annual Financial cost | Currency | Parent company | ||||||||||||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||||||||||||||||
Current | Non-current | Total | Total | |||||||||||||||||||||||||
BRAZILIAN CURRENCY | ||||||||||||||||||||||||||||
Sonda (7) | 2021 | 110.00% do CDI | R$ | — | 47,073 | 47,073 | 45,531 | |||||||||||||||||||||
(–) Transaction costs | — | (369) | (369) | (450) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total of loans and financings | — | 46,704 | 46,704 | 45,081 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
(1) | Net balance of the Restructured Debt comprising bonds at par and discounted, with balance of R$172,857, less the amounts given as Deposits in guarantee, with balance of R$153,519. Interest rates vary – from 2 to 8% p.a.;six-month Libor plus spread of 0.81% to 0.88% p.a. |
(2) | Cemig Geração e Transmissão. |
(3) | Advance of funds to achieve the yield to maturity agreed in the Eurobonds contract. |
(4) | Cemig Distribuição. |
(5) | Central Eólica Praias de Parajuru. |
(6) | Central Eólica Volta do Rio. |
(7) | Cemig (parent company). Arising from merger of Cemig Telecom into Cemig. |
(8) | Gasmig. |
(9) | FIC Pampulha has financial investments in securities issued by subsidiary companies of the Company. For more information and characteristics of this fund, see Note 32. |
The debentures issued by the subsidiaries arenon-convertible; there are no agreements for renegotiation, nor debentures held in treasury.
There are early maturity clauses for cross-default in the event ofnon-payment by Cemig GT or by the Company, of any pecuniary obligation with individual or aggregate value greater than R$50 million.
Guarantees
The guarantees of the debtor balance on loans and financings, on June 30, 2019, were as follows:
Jun. 30, 2019 | ||||
Promissory notes: Sureties | 8,843,946 | |||
Receivables | 3,321,504 | |||
Shares | 1,554,039 | |||
No guarantee | 156,900 | |||
|
| |||
TOTAL | 13,876,389 | |||
|
|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
125
The consolidated composition of loans, financings and debentures, by currency and indexer, with the respective amortization, is as follows:
Consolidated | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | Total | ||||||||||||||||||||||||
Currency | ||||||||||||||||||||||||||||||||
US dollar | 45,283 | — | — | — | — | 5,765,797 | — | 5,811,080 | ||||||||||||||||||||||||
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|
|
|
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|
|
|
|
|
|
| |||||||||||||||||
Total, currency-denominated | 45,283 | — | — | — | — | 5,765,797 | — | 5,811,080 | ||||||||||||||||||||||||
Indexers | ||||||||||||||||||||||||||||||||
IPCA (1) | 75,609 | 872,535 | 871,774 | 581,830 | 234,632 | 234,632 | 234,632 | 3,105,644 | ||||||||||||||||||||||||
Ufir / RGR (2) | 7,597 | 11,215 | 3,407 | 3,265 | 2,379 | — | — | 27,863 | ||||||||||||||||||||||||
CDI (3) | 1,143,606 | 1,009,322 | 1,146,046 | 1,453,979 | 19,999 | — | — | 4,772,952 | ||||||||||||||||||||||||
URTJ / TJLP (4) | 183,297 | 21,253 | 20,946 | 21,037 | — | — | — | 246,533 | ||||||||||||||||||||||||
IGP–DI (5) | 2,629 | 266 | 968 | 577 | 577 | 289 | — | 5,306 | ||||||||||||||||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total, governed by indexers | 1,412,738 | 1,914,591 | 2,043,141 | 2,060,688 | 257,587 | 234,921 | 234,632 | 8,158,298 | ||||||||||||||||||||||||
(–) Transaction costs | (7,609 | ) | (12,353 | ) | (13,181 | ) | (7,146 | ) | (158 | ) | (20,171 | ) | (158 | ) | (60,776 | ) | ||||||||||||||||
(±) Funds advanced | — | — | — | — | — | (32,213 | ) | — | (32,213 | ) | ||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Overall total | 1,450,412 | 1,902,238 | 2,029,960 | 2,053,542 | 257,429 | 5,948,334 | 234,474 | 13,876,389 | ||||||||||||||||||||||||
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|
|
Parent company | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | Total | ||||||||||||||||||||||||
Indexers | ||||||||||||||||||||||||||||||||
CDI (3) | — | — | 47,073 | — | — | — | — | 47,073 | ||||||||||||||||||||||||
Total, governed by indexers | — | — | 47,073 | — | — | — | — | 47,073 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
(–) Transaction costs | — | — | (369 | ) | — | — | — | — | (369 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Overall total | — | — | 46,704 | — | — | — | — | 46,704 | ||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Expanded National Consumer Price (IPCA) Index; |
(2) | Fiscal Reference Unit (Ufir/RGR), used until its abolition; |
(3) | CDI: Interbank Rate for Certificates of Deposit. |
(4) | Interest rate reference unit (URTJ) / Long-Term Interest Rate (TJLP) |
(5) | IGP-DI (‘General – Domestic Availability’) price index. |
The principal currencies and indexers used for monetary updating of loans and financings had the following variations:
Currency | Change in 1H19, % | Change in 1H18, % | Indexer | Change in 1H19, % | Change in 1H18, % | |||||||||||||
US dollar | (1.66 | ) | 16.01 | IPCA | 1.46 | 1.89 | ||||||||||||
CDI | 1.54 | 1.56 | ||||||||||||||||
TJLP | (10.95 | ) | (2.22 | ) |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
126
The changes in loans, financings and debentures were as follows:
Consolidated | Parent company | |||||||
Balances on December 31, 2017 | 14,397,697 | — | ||||||
Liabilities arising from merger of Cemig Telecom | — | 65,032 | ||||||
|
|
|
| |||||
Loans and financings obtained | 400,000 | — | ||||||
Transaction Cost | (4,140 | ) | — | |||||
|
|
|
| |||||
Financing obtained, net | 395,860 | — | ||||||
Monetary updating | 65,305 | — | ||||||
Foreign exchange variations | 554,278 | — | ||||||
Financial costs recorded | 619,355 | 1,156 | ||||||
Amortization of transaction cost | 15,548 | 153 | ||||||
Financial charges paid | (671,651 | ) | (438 | ) | ||||
Amortization of financings | (774,715 | ) | (3,766 | ) | ||||
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|
|
| |||||
Subtotal | 14,601,677 | 62,137 | ||||||
|
|
|
| |||||
(–) FIC Pampulha: Securities of subsidiary companies | 2,377 | — | ||||||
|
|
|
| |||||
Balances on June 30, 2018 | 14,604,054 | 62,137 | ||||||
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|
|
| |||||
Balances on December 31, 2018 | 14,771,828 | 45,081 | ||||||
Monetary updating | 82,711 | — | ||||||
Foreign exchange variations | (70,470 | ) | — | |||||
Financial costs recorded | 628,774 | 1,542 | ||||||
Amortization of transaction cost | 13,948 | 81 | ||||||
Financial charges paid | (706,605 | ) | — | |||||
Amortization of financings | (849,821 | ) | — | |||||
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|
|
| |||||
Subtotal | 13,870,365 | 46,704 | ||||||
(–) FIC Pampulha: Securities of subsidiary companies | 6,024 | — | ||||||
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|
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| |||||
Balances on June 30, 2019 | 13,876,389 | 46,704 | ||||||
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|
|
Capitalized borrowing costs
Costs of loans directly related to acquisition, construction or production of an asset, where this necessarily requires a significant time to be concluded for the purpose of use or sale, are capitalized as part of the cost of the corresponding asset. All other costs of loans are recorded in Expenses in the period in which they are incurred. Costs of loans include interest and other costs incurred by the Company in relation to the loan.
The subsidiaries Cemig D and Gasmig transferred to Intangible assets the costs of loans and financings linked to works, as follows:
Jan to Jun 2019 | Jan to Jun 2018 | |||||||
Costs of loans and financings | 628,774 | 619,355 | ||||||
Capitalized borrowing costs in Intangible assets and in contract assets (1) (note 19 and note 16) | (22,822 | ) | (16,392 | ) | ||||
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|
| |||||
Net effect in Income statement | 605,952 | 602,963 | ||||||
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|
|
(1) | The average capitalization rate p.a. in 2019 was 8.79% (9.64% p.a. In 2018). |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
127
The amounts of the capitalized borrowing costs have been excluded from the statement of cash flow, in the additions to cash flow in investment activities, because they do not represent an outflow of cash for acquisition of the related asset.
Restrictive covenants
The Company and its subsidiaries have contracts financial covenants, as follows:
Security | Covenant | Ratio required – Issuer | Ratio required Cemig (guarantor) | Ratio required – Volta do Rio | Compliance required | |||||
7th debenture issue – Cemig GT (1) | Net debt / (Ebitda + Dividends received) | Ratio to be the following, or less: 4.5 in 2019 3.0 in 2020 2.5 in 2021 | Ratio to be the following, or less: 3.5 in 2019 3.0 in 2020 2.5 in 2021 | — | Half-yearly and annual | |||||
Eurobonds Cemig GT (2) | Net debt / (Ebitda adjusted for the Covenant) | The following or less: 5.0 on Jun. 30, 2019 4.5 on Dec. 31, 2019 4.5 on Jun. 30, 2020 3.0 on Dec. 31, 2020 3.0 on Jun. 30, 2021 2.5 on/after Dec. 31, 2021 | Ratio to be the following, or less: 4.25 on Jun. 30, 2019 3.5 on Dec. 31, 2019 3.5 on Jun. 30, 2020 3.0 on Dec. 31, 2020 3.0 on Jun. 30, 2021 3.0 on/after Dec. 31, 2021 | — | Half-yearly and annual | |||||
Bank Credit Notes of Banco Brasil and Caixa Econômica Federal; 5th and 6th Debenture Issues; and 9th Note issue Cemig D (3) | Net debt / (Ebitda + Dividends received) Current liquidity | The following, or less: 3.8 on Jun. 30, 2019 3.8 on Dec. 31, 2019 3.3 on Jun. 30, 2020 3.3 on Dec. 31, 2020 3.3 on Jun. 30, 2021 3.3 on/after Dec. 31, 2021 0.6x or more | Ratio to be the following, or less: 4.25 on Jun. 30, 2019 3.5 on Dec. 31, 2019 3.5 on Jun. 30, 2020 3.0 on Dec. 31, 2020 3.0 on Jun. 30, 2021 2.5 on/after Dec. 31, 2021 0.6x or more | — — | Half-yearly and annual | |||||
Debentures Gasmig (4) | Overall indebtedness (Total liabilities/Total assets) | Less than 0.6 | — | — | Annual | |||||
Ebitda / Debt servicing | 1.3 or more | — | — | Annual | ||||||
Ebitda / Net financial revenue (expenses) | 2.5 or more | — | — | Annual | ||||||
Net debt/Ebitda: | 2.5 or more | — | — | Annual | ||||||
Financing—Caixa Econômica Federal Parajuru and Volta do Rio (5) | Debt servicing coverage index Equity / Total liabilities Share capital subscribed in investee / Total investments made in the project financed | — — — | — — — | 1.20 or more 20.61% (Parajuru); 20.63% (Volta do Rio) 20.61% (Parajuru); 20.63% (Volta do Rio) | Annual (during amortization) Always Always |
(1) | 7th Issue of Debentures by Cemig GT, in December 2016, of R$2,240,000. |
(2) | In the event the financial maintenance covenants being exceeded, interest will automatically be increased by 2% p.a. during the period in which they remain exceeded. There is also an obligation to comply with a ‘maintenance’ covenant – which requires that the debt in Cemig Consolidated (as per financial statements) shall have asset guarantee for debt of 1.75x Ebitda (2.0 in December 2017); and a ‘damage’ covenant, requiring real guarantee for debt in Cemig GT of 1.5x Ebitda. |
(3) | The instruments described above have compliance requirements for their covenants with specific ratios up to their maturity dates, as shown in the detailed table at the beginning of this Note. |
(4) | If Gasmig does not achieve the required ratio, it must, within 120 days from the date of notice in writing from BNDESPar or the BNDES, constitute guarantees acceptable to the debenture holders for the total amount of the debt, subject to the rules of the National Monetary Council (CMN), unless the required ratios are restored within that period. Cross-default: Certain contractually specified situations can cause early maturity of other debts. |
(5) | The financing contracts with Caixa Econômica Federal for thePraias de ParajuruandVolta do Rio wind power plants have financial covenants with compliance relating to early maturity of the remaining balance of the debt. Compliance with the debt servicing coverage index is considered to be demandable only annually and during the period of amortization, which begins in July 2020. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
128
The covenants were complied with on June 30, 2019, with the exception ofnon-compliance with thenon-financial covenant of the loan contracts with the CEF of the subsidiaries Central Eólica Praias de Parajuru and Central Eólica Volta do Rio. Thus, exclusively to comply with the requirement of item 69 of CPC 26 (R1), the Company reclassified R$ 171,092 to current liabilities, referring to the loans of those subsidiaries, which were originally classified innon-current liabilities. Additionally, the Company assessed the possible consequences arising from this matter in their other contracts for loans, financings and debentures, and concluded that no further adjustments were necessary.
Further, as mentioned in Note 17, the financing contracts of MESA contain a clause giving creditors the option to declare early maturity of the credits in the event of an application for Judicial Recovery by any of the consenting parties to the financing contracts, including Cemig GT. On June 17, 2019, the following consenting parties to the said contracts – Odebrecht Participações e Investimentos S.A. (OPI), Odebrecht Energia do Brasil S.A. (OEB) and Odebrecht S.A. – applied for Judicial Recovery, resulting innon-compliance with the clause that provides for early maturity. The management of Cemig GT has assessed the possible consequences for its contracts and has not identified any cross-default condition arising from thenon-compliance with covenants by Mesa.
On June 30, 2019 the covenants requiring permanent compliance were complied with.
The information on the derivative financial instruments (swaps) contracted to hedge the debt servicing of the Eurobonds (principal, in foreign currency, plus interest), and the Company’s exposure to interest rate risks, are given in Note 33.
24. | REGULATORY CHARGES |
Consolidated | ||||||||
Jun. 30, 2019 | Mar. 31, 2019 | |||||||
Liabilities | ||||||||
Global Reversion Reserve (RGR) | 27,306 | 29,068 | ||||||
Energy Development Account (CDE) | 112,518 | 122,217 | ||||||
Aneel inspection charge | 2,515 | 2,329 | ||||||
Energy Efficiency | 254,769 | 257,956 | ||||||
Research and development | 213,534 | 224,970 | ||||||
Energy System Expansion Research | 2,020 | 2,536 | ||||||
National Scientific and Technological Development Fund | 3,669 | 4,746 | ||||||
Proinfa – Alternative Energy Program | 8,585 | 6,631 | ||||||
Royalties for use of water resources | 4,996 | 5,804 | ||||||
Emergency capacity charge | 30,967 | 30,994 | ||||||
Others | 14,274 | 5,686 | ||||||
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|
| |||||
675,153 | 692,937 | |||||||
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|
|
| |||||
Current liabilities | 510,867 | 514,412 | ||||||
Non-current liabilities | 164,286 | 178,525 |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
129
25. | POST-EMPLOYMENT OBLIGATIONS |
Changes in net liabilities were as follows:
Consolidated | Pension plans and retirement supplement plans | Health Plan | Dental Plan | Life insurance | Total | |||||||||||||||
Net liabilities on December 31, 2017 | 2,068,355 | 1,809,441 | 38,505 | 269,880 | 4,186,181 | |||||||||||||||
|
| |||||||||||||||||||
Expense recognized in Income statement | 95,967 | 91,162 | 1,906 | 13,521 | 202,556 | |||||||||||||||
Contributions paid | (87,249 | ) | (54,435 | ) | (1,237 | ) | (4,560 | ) | (147,481 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net liabilities on June 30, 2018 | 2,077,073 | 1,846,168 | 39,174 | 278,841 | 4,241,256 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net liabilities on December 31, 2018 | 2,169,610 | 2,343,799 | 47,552 | 427,383 | 4,988,344 | |||||||||||||||
Expense recognized in Income statement | 98,345 | 111,173 | 2,278 | 20,481 | 232,277 | |||||||||||||||
Contributions paid | (96,622 | ) | (59,788 | ) | (1,313 | ) | (5,314 | ) | (163,037 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net liabilities on June 30, 2019 | 2,171,333 | 2,395,184 | 48,517 | 442,550 | 5,057,584 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
30/06/2019 | 31/12/2018 | |||||||||||||||||||
Current liabilities | 277,531 | 252,688 | ||||||||||||||||||
Non-current liabilities | 4,780,053 | 4,735,656 |
Parent company | Pension plans and retirement supplement plans | Health Plan | Dental Plan | Life insurance | Total | |||||||||||||||
Net liabilities on December 31, 2017 | 333,484 | 111,568 | 2,659 | 11,786 | 459,497 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Expense recognized in Income statement | 15,833 | 5,387 | 129 | 641 | 21,990 | |||||||||||||||
Contributions paid | (4,292 | ) | (3,330 | ) | (78 | ) | (175 | ) | (7,875 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net liabilities on June 30, 2018 | 345,025 | 113,625 | 2,710 | 12,252 | 473,612 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net liabilities on December 31, 2018 | 357,354 | 132,188 | 3,198 | 16,711 | 509,451 | |||||||||||||||
Expense recognized in Income statement | 16,293 | 6,128 | 152 | 825 | 23,398 | |||||||||||||||
Contributions paid | (4,752 | ) | (4,220 | ) | (84 | ) | (212 | ) | (9,268 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net liabilities on June 30, 2019 | 368,895 | 134,096 | 3,266 | 17,324 | 523,581 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
30/06/2019 | 31/12/2018 | |||||||||||||||||||
Current liabilities | 23,093 | 13,774 | ||||||||||||||||||
Non-current liabilities | 500,488 | 495,677 |
The amounts recorded as Current liabilities refer to the contributions to be made by Cemig and its subsidiaries in the next 12 months for amortization of the actuarial liabilities.
The amounts reported as expenses in the income statement refer to the tranches of the costs of post-employment obligations, totaling R$198,699 (R$169,397 for 1H18), plus the financial costs and monetary updating on the debt agreed with Forluz, in the amount of R$33,578 (R$33,159 for 1H18).
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
130
Debt agreed with the pension fund (Forluz)
On June 30, 2019 the Company and its subsidiaries have an obligation for past actuarial deficits relating to the pension fund in the amount of R$615,200 (R$651,966 at December 31, 2018). This amount has been recognized as an obligation payable, and is being amortized up to June 2024, through monthly installments calculated by the system of constant installments (known as the ‘Price’ table), and adjusted by the IPCA (Expanded National Consumer Price) inflation index (published by the Brazilian Geography and Statistics Institute – IBGE) plus 6% per year. Because this debt is required to be paid even if Forluz has a surplus, the Company and its subsidiaries maintain record of this debt, specifically, in full, and record the effects of monetary updating and interest in the Profit and loss account.
Contract for solution to the deficit on Forluz Pension Plan ‘A’
Forluz and the sponsors Cemig, Cemig GT and Cemig D have signed Debt Assumption Instruments to cover the deficit of Plan A for the years 2015 and 2016. On June 30, 2019 the total amount payable by the Company and its subsidiaries as a result of the Plan A deficits of 2015 and 2016 was R$559,382 (R$377,449 on December 31, 2018), with monthly amortizations up to 2031, calculated by the system of constant installments (known as the ‘Price Table’). Remuneration interest applicable to the outstanding balance is 6% p.a., plus the effect of the IPCA (Expanded National Consumer Price) index published by the IBGE. If the plan reaches actuarial balance before the full period of amortization of the contract, the Company and its subsidiaries will be dispensed from payment of the remaining installments and the contract will be extinguished.
On April 3, 2019 a new Debt Assumption Instrument was signed between Forluz and the sponsors Cemig, Cemig GT and Cemig D, in accordance with a plan for coverage of the deficit of Plan A of Forluz relating to the year of 2017. The total amount to be paid by the Company and its subsidiaries as a result of the deficit for 2017 in Plan A is R$178,328, with monthly amortization payments up to 2033. Remuneration interest applicable to the outstanding balance is 6% p.a., plus the effect of the IPCA. If the plan reaches actuarial balance surplus before the full period of amortization of the debt, also Company will not be required to pay the remaining installments and the contract will be extinguished.
26. | PROVISIONS |
Company and its subsidiaries are involved in certain legal and administrative proceedings at various courts and government bodies, arising in the normal course of business, regardingemployment-law, civil, tax, environmental and regulatory matters, and other issues.
Actions in which the Company is defendant
Cemig and its subsidiaries have recorded provisions for contingencies in relation to the legal actions in which, based on the assessment of the Company’s management and its legal advisors, the chances of loss are assessed as ‘probable’ (i.e. an outflow of funds to settle the obligation will be necessary), as follows:
Consolidated | ||||||||||||||||||||
Dec. 31, 2018 | Additions | Reversals | Settled | Jun. 30, 2019 | ||||||||||||||||
Employment-law cases | 456,889 | 142,730 | (36,172 | ) | (49,740 | ) | 513,707 | |||||||||||||
Civil cases | ||||||||||||||||||||
Customer relations | 18,876 | 7,558 | (2,394 | ) | (7,483 | ) | 16,557 | |||||||||||||
Other civil actions | 29,011 | 8,964 | (13,052 | ) | (8,955 | ) | 15,968 | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
47,887 | 16,522 | (15,446 | ) | (16,438 | ) | 32,525 | ||||||||||||||
Tax | 51,894 | 21,524 | (2,214 | ) | (21,520 | ) | 49,684 | |||||||||||||
Environmental | 1,257 | 110 | — | — | 1,367 | |||||||||||||||
Regulatory | 36,691 | 1,941 | (989 | ) | (1,029 | ) | 36,614 | |||||||||||||
Others | 46,053 | 9,785 | (1,302 | ) | (632 | ) | 53,904 | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | 640,671 | 192,612 | (56,123 | ) | (89,359 | ) | 687,801 | |||||||||||||
|
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|
|
|
|
|
|
|
|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
131
Consolidated | ||||||||||||||||||||
Dec. 31, 2017 | Additions | Reversals | Settled | Jun. 30, 2018 | ||||||||||||||||
Employment-law cases | 473,874 | 32,812 | (35,872 | ) | (14,689 | ) | 456,125 | |||||||||||||
Civil cases | ||||||||||||||||||||
Customer relations | 18,632 | 11,522 | (362 | ) | (9,393 | ) | 20,399 | |||||||||||||
Other civil actions | 43,105 | 2,985 | (1,617 | ) | (2,496 | ) | 41,977 | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
61,737 | 14,507 | (1,979 | ) | (11,889 | ) | 62,376 | ||||||||||||||
Tax | 57,048 | 199 | (3,405 | ) | (139 | ) | 53,703 | |||||||||||||
Environmental | 45 | 31 | — | (27 | ) | 49 | ||||||||||||||
Regulatory | 39,812 | 10,069 | — | (744 | ) | 49,137 | ||||||||||||||
Others | 45,597 | 4,408 | (2,734 | ) | (227 | ) | 47,044 | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | 678,113 | 62,026 | (43,990 | ) | (27,715 | ) | 668,434 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
Parent company | ||||||||||||||||||||
Dec. 31, 2018 | Additions | Reversals | Settled | Jun. 30, 2019 | ||||||||||||||||
Employment-law cases | 32,807 | 15,853 | 0 | -4,213 | 44,447 | |||||||||||||||
Civil cases | ||||||||||||||||||||
Customer relations | 931 | 149 | (405 | ) | (149 | ) | 526 | |||||||||||||
Other civil actions | 759 | 1 | (255 | ) | (1 | ) | 504 | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
1,690 | 150 | (660 | ) | (150 | ) | 1,030 | ||||||||||||||
Tax | 11,269 | 21,486 | (1,218 | ) | (21,486 | ) | 10,051 | |||||||||||||
Regulatory | 17,180 | 607 | — | — | 17,787 | |||||||||||||||
Others | 1,258 | 49 | (605 | ) | — | 702 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | 64,204 | 38,145 | (2,483 | ) | (25,849 | ) | 74,017 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
Parent Company | ||||||||||||||||||||||||
Dec. 31, 2017 | Absorption of CemigTelecom | Additions | Reversals | Settled | Jun. 30, 2018 | |||||||||||||||||||
Employment-law cases | 38,603 | 22 | 10,884 | — | (3,230 | ) | 46,279 | |||||||||||||||||
Civil cases | — | — | ||||||||||||||||||||||
Customer relations | 1,024 | — | 1,055 | — | (365 | ) | 1,714 | |||||||||||||||||
Other civil actions | 958 | — | 490 | — | (1 | ) | 1,447 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
1,982 | — | 1,545 | — | (366 | ) | 3,161 | ||||||||||||||||||
Tax | 7,473 | — | 74 | (87 | ) | (14 | ) | 7,446 | ||||||||||||||||
Regulatory | 13,959 | — | 3,709 | — | (409 | ) | 17,259 | |||||||||||||||||
Others | 1,177 | — | 77 | (67 | ) | (16 | ) | 1,171 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | 63,194 | 22 | 16,289 | (154 | ) | (4,035 | ) | 75,316 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The Company’s management, in view of the extended periods and the Brazilian judiciary tax and regulatory systems, believes that it is not practical to provide information that would be useful to the users of these financial statements about the time when any cash outflows, or any possibility of reimbursements, might take place in fact.
The management of the Company and its subsidiaries believe that any disbursements in excess of the amounts recorded, when the respective processes are completed, will not significantly affect the Company’s operational profit or financial situation.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
132
The details on the main provisions and contingent liabilities are given below, with the best estimation of expected future disbursements for these contingencies:
Provisions, made for legal actions in which the chances of loss have been assessed as ‘probable’; and contingent liabilities, for actions in which the chances of loss are assessed as ‘possible’
Labor claims
The Company and its subsidiaries are involved in various legal claims filed by its employees and by employees of service providing companies. Most of these claims relate to overtime and additional pay, severance payments, various benefits, salary adjustments and the effects of such items on a supplementary retirement plan. In addition to these actions, there are others relating to outsourcing of labor, complementary additions to orre-calculation of retirement pension payments by Forluz, and salary adjustments.
The aggregate amount of the contingency is approximately R$1,701,941 (R$1,724,929 on December 31, 2018), of which R$487,846 has been recorded (R$456,889 on December 31, 2018) – the amount estimated as probably necessary for settlement of these disputes.
Alteration of the monetary updating index ofemployment-law cases
The HigherEmployment-Law Appeal Court (Tribunal Superior do Trabalho, or TST), considering a position adopted by the Federal Supreme Court (Supremo Tribunal Federal, STF) in two actions on constitutionality that dealt with the index for monetary updating of federal debts, decided on August 4, 2015 thatemployment-law debts in actions not yet decided that discuss debts subsequent to June 30, 2009 should be updated based on the variation of theIPCA-E (Expanded National Consumer Price Index), rather than of the TR reference interest rate. On October 16, 2015 the STF gave an interim injunction suspending the effects of the TST decision, on the grounds that general repercussion of constitutional matters should be adjudicated exclusively by the STF.
In a joint judgment published on November 1, 2018, the TST decided that theIPCA-E should be adopted as the index for inflation adjustment ofemployment-law debts for cases filed from March 25, 2015 to November 10, 2017, and the TR would continue to be used for the other periods. The estimated amount of the contingency is R$ 97,212 (R$ 87,573 at December 31, 2018), of which R$ 25,861 has been provisioned upon assessment by the Company of the effects of the decision of the RegionalEmployment-Law Appeal Court of the third region (TRT3) in May 2019, on the subject of the joint judgment published by the TST, in the cases for which the chances of loss have been classified as ‘probable’ and which are at execution phase. No additional provision has been made, since the Company, based on the assessment by its legal advisers, has assessed the chances of loss in the action as ‘possible’, as a result of the decision by the Federal Supreme Court, and of there being no established case law, nor analysis by legal writers, on the subject, after the injunction given by the Federal Supreme Court.
Customers’ claims
Company and its subsidiaries are involved in various civil actions relating to indemnity for moral injury and for material damages, arising, principally, from allegations of irregularity in measurement of consumption, and claims of undue charging, in the normal course of business, totaling R$64,807 (R$66,399 on December 31, 2018), of which R$16,557 has been recorded (R$18,876 on December 31, 2018) – this being the probable estimate for funds needed to settle these disputes.
Other civil cases
Cemig and its subsidiaries are involved in various civil actions claiming indemnity for moral and for material damages, among others, arising from incidents occurring in the normal course of business, in the amount of R$284,222 (R$277,048 on December 31, 2018), of which R$15,968 has been recorded (R$29,011 on December 31, 2018) – the amount estimated as probably necessary for settlement of these disputes.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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Tax
Company and its subsidiaries are involved in numerous administrative and judicial claims relating to taxes, including, among other matters, subjects relating to the Rural Property Tax (ITR); the Tax on Donations and Legacies (ITCD); the Social Integration Program (Programa de Integração Social, or PIS); the Contribution to Finance Social Security (Contribuição para o Financiamento da Seguridade Social, or Cofins); Corporate Income Tax (Imposto de Renda Pessoa Jurídica, or IRPJ); the Social Contribution (Contribuição Social sobre o Lucro Líquido, or CSLL); and motions tax enforcement. The aggregate amount of this contingency is approximately R$184,242 (R$160,420 on December 31, 2018), of which R$45,689 (R$46,472 on December 31, 2018) has been recorded – the amount estimated as probably necessary for settlement of these disputes.
In addition to the issues above, the Company and its subsidiaries are involved in various court actions arguingnon-applicability of the Urban Land Tax (IPTU), to real estate properties in use for public service concessions. The aggregate amount of the contingency is approximately R$73,559 (R$142,210 on December 31, 2018). Of this total, R$3,995 has been recorded (R$5,422 on December 31, 2018) – the amount estimated as probably necessary for settlement of these disputes. The company has been successful in its efforts to have its IPTU tax liability suspended, winning judgments in favor in some cases – this being the principal factor in the reduction of the total value of the contingency.
Environmental
Company and its subsidiaries are involved in environmental matters, in which the subjects include protected areas, environmental licenses, recovery of environmental damage, and other matters, in the approximate total amount of R$15,598 (R$15,154 on December 31, 2018), of which R$1,367 (R$1,257 on December 31, 2018) has been recorded – the amount estimated as probably necessary for settlement of these disputes.
Regulatory
The Company and its subsidiaries are involved in various administrative and judicial proceedings in which the main issues disputed are: (i) tariff charges in invoices for use of the distribution system by a self-producer; (ii) alleged violation of targets for indicators of continuity in retail supply of energy; and (iii) the tariff increase made during the federal government’s economic stabilization plan referred to as the ‘Cruzado Plan’, in 1986. The aggregate amount of the contingency is approximately R$292,543 (R$259,800 on December 31, 2018), of which R$36,614 (R$36,691 on December 31, 2018) has been recognized – the amount estimated as probably necessary for settlement of these disputes.
Other legal actions in the normal course of business
Breach of contract – Power line pathways and accesses cleaning services contract
Company and its subsidiaries are involved in disputes alleging losses suffered as a result of supposed breaches of contract at the time of provision of services of cleaning of power line pathways and firebreaks. The amount recorded is R$38,836 (R$36,280 at December 31, 2018), this being estimated as the likely amount of funds necessary to settle this dispute.
‘Luz Para Todos’ Program
The Company is a party in disputes alleging losses suffered by third parties as a result of supposed breach of contract at the time of implementation of part of the rural electrification program known as the ‘Luz Para Todos’. The estimated amount of the contingency is approximately R$ 308,555 (R$ 291,262 on December 31, 2018). Of this total, R$ 3,845 has been provisioned – the amount estimated as probably necessary for settlement of these disputes.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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Other legal proceedings
Company and its subsidiaries are involved, as plaintiff or defendant, in other less significant claims, related to the normal course of their operations, including: environmental matters; provision of cleaning service in power line pathways and firebreaks; removal of residents from risk areas; and indemnities for rescission of contracts, related to the normal course of its operations, with an estimated amount of R$181,656 (R$188,743 at December 31, 2017), of which R$11,223 (R$11,030 on December, 31, 2018) the amount estimated as probably necessary for settlement of these disputes – has been recognized. Management believes that it has appropriate defense for these proceeding, and does not expect these issues to give rise to significant losses that could have an adverse effect on the financial position or profit of the Company or its subsidiaries.
Contingent liabilities – for cases in which the chances of loss are assessed as ‘possible’, and the company believes it has arguments of merit for legal defense
Taxes and other contributions
Company and its subsidiaries are involved in numerous administrative and judicial proceedings in relation to taxes. Below are details of the main claims:
Indemnity of employees’ future benefit (the ‘Anuênio’)
In 2006 the Company and its subsidiaries paid an indemnity to its employees, totaling R$177,686, in exchange for rights to future payments (referred to as theAnuênio) for time of service, which would otherwise be incorporated, in the future, into salaries. The Company and its subsidiaries did not pay income tax nor Social Security contributions on this amount because it considered that those obligations are not applicable to amounts paid as an indemnity. However, to avoid the risk of a future fine, the Company obtained an injection, which permitted to make an escrow deposit of R$121,834, which updated now represents the amount of R$278,603 (R$274,871 at December 31, 2018). The updated amount of the contingency is R$283,695 (R$303,584 on December 31, 2018) and, based on the arguments above, management has categorized the chances of loss as ‘possible’.
Social Security contributions
The Brazilian federal tax authority (Secretaria da Receita Federal) has filed administrative proceedings related to various matter: employee profit sharing; the Workers’ Food Program (Programa de Alimentação do Trabalhador, or PAT); education benefit; food benefit; Special Additional Retirement payment; overtime payments; hazardous occupation payments; matters related to Sest/Senat (transport workers’ support programs); and fines fornon-compliance with accessory obligations. The Company and its subsidiaries have presented defenses and await judgment. The amount of the contingency is approximately R$1,486,636 (R$1,419,637 on December 31, 2018). Management has classified the chance of loss as ‘possible’, also taking into account assessment of the chance of loss in the judicial sphere, based on the evaluation of the claims and the related case law.
Non-homologation of offsetting of tax credit
The federal tax authority did not ratify the Company’s declared offsetting, in Corporate income tax returns, of carry-forwards and undue or excess payment of federal taxes – IRPJ, CSLL, PIS and Cofins – identified by official tax deposit receipts (‘DARFs’ and ‘DCTFs’). Corporate income tax, the Social Contribution tax, and PIS and Cofins taxes. The Company and its subsidiaries are contesting thenon-ratification of the amounts offset. The amount of the contingency is R$151,053 (R$145,689 on December 31, 2018). The Company has assessed the chance of loss as ‘possible’, since the relevant requirements of the National Tax Code (CTN) have been complied with.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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Income tax withheld on capital gain in a shareholding transaction
The federal tax authority issued a tax assessment against Cemig as a jointly responsible party with its jointly-controlled entity Parati S.A. Participações em Ativos de Energia Elétrica (Parati), relating to withholding income tax (Imposto de Renda Retido na Fonte, or IRRF) allegedly applicable to returns paid by reason of a capital gain in a shareholding transaction relating to the purchase by Parati, and sale, by Enlighted, on July 7, 2011, of 100.00% of the equity interests in Luce LLC (a company with head office in Delaware, USA), holder of 75.00% of the shares in the Luce Brasil equity investment fund (FIP Luce), which was indirect holder, through Luce Empreendimentos e Participações S.A., of approximately 13.03% of the total and voting shares of Light S.A. (Light). The amount of the contingency is approximately R$225,803 (R$221,414 on December 31, 2018, and the loss has been assessed as ‘possible’.
The Social Contribution tax on net profit (CSLL)
The federal tax authority issued a claim against the Company and its subsidiaries allegingnon-addition, or undue deduction, by the Company, in 2012 and 2013 of amounts in calculating the Social Contribution tax on Net profit (CSLL), including the following: (i) Taxes with liability suspended; (ii) donations and sponsorships (Law 8313/91); and (iii) fines for various alleged infringements. The amount of this contingency is R$380,561 (R$349,760 on December 31, 2018). The Company has classified the chances of loss as ‘possible’, in accordance with the analysis of the case law on the subject.
Regulatory matters
Public Lighting Contribution (CIP)
Cemig and its subsidiary Cemig D are defendants in several public civil actions (class actions) claiming nullity of the clause in the Electricity Supply Contracts for public illumination signed between the Company and the various municipalities of its concession area, and restitution by the Company of a difference resulting from the amounts charged in the last 20 years, in the event that the courts recognize that these amounts were unduly charged. The actions are grounded on a supposed error by Cemig in the estimate of the period of time that was used in calculation of the consumption of energy for public illumination, funded by the CIP.
Company and its subsidiaries believe it has arguments of merit for defense in these claims, and has obtained a judgment partially in favor. As a result it has not constituted a provision for this action, the amount of which is estimated at R$1,033,427 (R$975,196 on December 31, 2018). The Company has assessed the chances of loss in this action as ‘possible’, due to the Consumer Defense Code (Código de Defesa do Consumidor, or CDC) not being applicable, because the matter is governed by the specific regulation of the energy sector, under Aneel Resolutions 414 and 456, which deal with the subject.
Accounting of energy sale transactions on the Electricity Trading Exchange (CCEE)
In a claim dating from August 2002, AES Sul Distribuidora challenged in the courts the criteria for accounting of energy sale transactions in the wholesale energy market (Mercado Atacadista de Energia, or MAE), predecessor of the present Electricity Trading Exchange (Câmara de Comercialização de Energia Elétrica, or CCEE), during the period of rationing. It obtained a favorable interim judgment on February 2006, which ordered the regulator (Aneel), working with the CCEE, to comply with the claim by AES Sul and recalculate the settlement of the transactions during the rationing period, leaving out of account Aneel’s Dispatch 288 of 2002.
This should take effect in the CCEE as from November 2008, resulting in an additional disbursement for Cemig GT, related to the expense on purchase of energy in the spot market on the CCEE, in the approximate amount of R$332,866 (R$317,460 on December 31, 2018). On November 9, 2008 Cemig GT obtained an interim decision in the Regional Federal Appeal Court (Tribunal Regional Federal, or TRF), suspending the obligatory nature of the requirement to pay into court the amount that would have been owed under a Special Financial Settlement made by the CCEE. Cemig GT has classified the chances of loss as ‘possible’ since this is action General Agreement of the Energy Sector, in which Cemig GT has qualifying documentation for its allegations.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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System Service Charges (ESS) – Resolution of the National Energy Policy Council
Resolution 3 of the National Energy Policy Council (Conselho Nacional de Política Energética, or CNPE) of March 6, 2013 established new criteria for the prorating of the cost of additional dispatch of thermal plants. Under the new criteria, the cost of the System Service Charges for Electricity Security (Encargos do Serviço do Sistema, or ESS – paid by companies in relation to the need for security of power supply), which were previously prorated in full between free customers and distributors, was now to be prorated between all the agents participating in the National Grid System, including generators and traders.
In May 2013, the Brazilian Independent Electricity Producers’ Association (Associação Brasileira dos Produtores Independentes de Energia Elétrica, or Apine), of which Cemig GT is a member, obtained an interim court remedy suspending the effects of Articles 2 and 3 of CNPE Resolution 3, exempting generators from payment of the ESS under that Resolution.
As a result of the interim decision, the CCEE carried out the financial settlement for transactions in April through December 2013 using the criteria prior to the said Resolution. As a result, Cemig GT recorded the costs of the ESS in accordance with the criteria for financial settlement published by the CCEE, without the effects of CNPE Resolution 3.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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The applications of the plaintiff (APINE) were granted at the first instance, confirming the interim decision granted to its members, which include Cemig GT and its subsidiaries. A special appeal was filed against this decision; but in June 2019 the case was set aside, since the action for annulment brought by APINE reached final judgment against which there was no further appeal. This made final and irreversible the court judgment that declared nullity of CNPE Resolution 3/2013 as to the part in which generation agents were included in the proportional sharing of the cost of the additional dispatch of plant to guarantee supply of energy. This results in the systemic structure of CNPE Resolution 8/2007 remaining definitively intact.
Tariff increases
Exclusion of customers inscribed aslow-income
The Federal Public Attorneys’ Office filed a class action against the Company and Aneel, to avoid exclusion of customers from classification in theLow-income residential tariffsub-category, requesting an order for Cemig D to pay 200% of the amount allegedly paid in excess by customers. Judgment was given in favor of the plaintiffs, but the Company and Aneel have filed an interlocutory appeal and await judgment. The amount of the contingency is approximately R$317,098 (R$302,890 on December 31, 2018). Cemig D has classified the chances of loss as ‘possible’ due to other favorable judgments on this theme.
Environmental issues
Impact arising from construction of power plants
The Public Attorneys of Minas Gerais State, together with an association and individuals, have brought class actions requiring the Company to invest at least 0.5% of the annual gross operating revenue of theEmborcação, Pissarrão, Funil, Volta Grande, Poquim, Paraúna, Miranda, Nova Ponte, Rio de Pedras andPeti plants in environmental protection and preservation of the water tables of the counties where these power plants are located, and proportional indemnity for allegedly irrecoverable environmental damage caused, arising from alleged omission to comply with Minas Gerais State Law 12503/1997. Cemig GT has filed appeals to the Higher Appeal Court (STJ) and the Federal Supreme Court (STF). Based on the opinions of its legal advisers, Cemig GT believes that this is a matter involving legislation at infra-constitutional level (there is a Federal Law with an analogous object) and thus a constitutional matter, on the issue of whether the state law is constitutional or not, so that the final decision is one for the national Higher Appeal Court (STJ) and the Federal Supreme Court (STF). No provision has been made, since based on the opinion of its legal advisers management has classified the chance of loss as ‘possible’. The amount of the contingency is R$158,045 (R$148,205 on December 31, 2018).
The Public Attorneys’ Office of Minas Gerais State has filed class actions requiring the formation of a Permanent Preservation Area (APP) around the reservoir of theCapim Branco hydroelectric plant, suspension of the effects of the environmental licenses, and recovery of alleged environmental damage. Based on the opinion of its legal advisers in relation to the changes that have been made in the new Forest Code and in the case law on this subject, Cemig GT has classified the chance of loss in this dispute as ‘possible’. The estimated value of the contingency is R$91,954 (R$87,159 on December 31, 2018).
Other contingent liabilities
Early settlement of the CRC (Earnings Compensation) Account
The Company is a party in an administrative proceeding before the Audit Court of the State of Minas Gerais which challenges: (i) a difference of amounts relating to the discount offered by Cemig for early repayment of the credit owed to Cemig by the State under the Receivables Assignment Contract in relation to the CRC Account (Conta de Resultados a Compensar, or Earnings Compensation Account) – this payment was completed in the first quarter of 2013; and also (ii) possible undue financial burden on the State after the signature of the Amendments that aimed tore-establish the economic and financial balance of the Contract. The amount of the contingency is approximately R$422,709 (R$412,054 on December 31, 2018), and, based on the Opinion of the Public Attorneys’ Office of the Audit Board of the State of Minas Gerais, the Company believes that it has met the legal requirements. Thus, it has assessed the chances of loss as ‘possible’, since it believes that the adjustment was made in faithful obedience to the legislation applicable to the case.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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Contractual imbalance
Cemig D is also a party in other disputes arising from allegednon-compliance with contracts in the normal course of business, for an estimated total of R$96,447 (R$90,288 on December 31, 2018). Cemig D has classified the chance of loss as ‘possible’, after analysis of the case law on this subject.
27. | EQUITY AND REMUNERATION TO SHAREHOLDERS |
a) | Share capital |
The Company’s registered share capital on December 31, 2018 is R$7,293,763, held in 487,614,213 common shares and 971,138,388 preferred shares, all with nominal value of R$5.00 (five reais).
b) | Profit per share |
Number of shares | ||||||||
June 30, 2019 | June 30, 2018 | |||||||
Common shares subscribed and paid | 487,614,213 | 487,614,213 | ||||||
Shares in Treasury | (69 | ) | (69 | ) | ||||
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487,614,144 | 487,614,144 | |||||||
Preferred shares subscribed and paid | 971,138,388 | 971,138,388 | ||||||
Shares in Treasury | (560,649 | ) | (560,649 | ) | ||||
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970,577,739 | 970,577,739 | |||||||
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Total | 1,458,191,883 | 1,458,191,883 | ||||||
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Basic and diluted profit per share
The purchase and sale options of investments described in Note 32 could potentially dilute basic profit per share in the future; however, they have not caused dilution of profit per share in the periods presented here.
The calculation of basic and diluted profit per share is as follows:
Jan to Jun, 2019 | Jan to Jun, 2018 | Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||||||||
Net income for the period | 2,911,850 | 453,411 | 2,114,774 | (11,038 | ) | |||||||||||
Total number of shares | 1,458,191,883 | 1,458,191,883 | 1,458,191,883 | 1,458,191,883 | ||||||||||||
Basic and diluted profit (loss) per share – continued operations (R$) | 2,00 | 0,29 | 1,45 | (0,03 | ) | |||||||||||
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Basic and diluted profit (loss) per share– discontinued operations (R$) | — | 0,02 | — | 0,02 | ||||||||||||
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Basic and diluted profit (loss) per share (R$) | 2,00 | 0,31 | 1,45 | (0,01 | ) | |||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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c) | Equity valuation adjustments |
Equity valuation adjustments | Consolidated | |||||||
Jun. 30, 2019 | Dec. 31, 2018 | |||||||
Adjustments to actuarial liabilities – Employee benefits | (227,287 | ) | (256,943 | ) | ||||
Subsidiary and jointly-controlled entity | ||||||||
Adjustments to actuarial liabilities – Employee benefits | (1,712,004 | ) | (1,681,484 | ) | ||||
Deemed cost of PP&E | 599,608 | 611,191 | ||||||
Translation adjustments | 362 | 362 | ||||||
Cash flow hedge instruments | 87 | 87 | ||||||
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(1,111,947) | (1,069,844) | |||||||
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Equity valuation adjustments | (1,339,234 | ) | (1,326,787 | ) | ||||
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d) | Profit reserves |
Jun. 30, 2019 | Dec. 31, 2018 | |||||||
Legal Reserve | 853,018 | 853,018 | ||||||
Statutory Reserve | 57,215 | 57,215 | ||||||
Retained earnings reserve | 3,965,160 | 3,965,160 | ||||||
Incentive tax reserve | 65,617 | 66,783 | ||||||
Reserve for mandatory dividends not distributed | 1,419,846 | 1,419,846 | ||||||
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6,360,856 | 6,362,022 | |||||||
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e) | Dividends |
This table below provides the changes on dividends and interest on capital payable:
Consolidated | Parent company | |||||||
Balance at Dec. 31, 2018 | 863,703 | 861,420 | ||||||
Dividends proposed fornon-controlling shareholder | 489 | — | ||||||
Dividends retained – Minas Gerais state government (Note 12) | (17,892 | ) | (17,892 | ) | ||||
Dividends paid | (78,707 | ) | (78,262 | ) | ||||
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Balance at Dec. 31, 2018 | 767,593 | 765,266 | ||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
140
28. | SUBSIDIARIES WITH SIGNIFICANT INTERESTS HELD BYNON-CONTROLLING SHAREHOLDERS |
The following is the information for the subsidiaries in whichnon-controlling shareholders have significant interests:
Company | Equity interest held by non-controlling partner, % | |||||||
Jun. 30, 2019 | Dec. 31, 2018 | |||||||
Gasmig | 0.43 | % | 0.43 | % | ||||
Light S.A | 50.01 | % | 50.01 | % | ||||
LightGer | 25.51 | % | 25.51 | % | ||||
Guanhães | 25.51 | % | 25.51 | % | ||||
Axxion | 25.51 | % | 25.51 | % | ||||
UHE Itaocara | 25.51 | % | 25.51 | % |
Total equity held bynon-controlling shareholders:
Company | Consolidated | |||||||
Jun. 30, 2019 | Dec. 31, 2018 | |||||||
Gasmig | 4,187 | 4,306 | ||||||
Light S.A | 1,277,098 | 1,277,098 | ||||||
LightGer | 21,973 | 21,973 | ||||||
Guanhães | 60,449 | 50,158 | ||||||
Axxion | 4,402 | 4,402 | ||||||
UHE Itaocara | 2,671 | 2,671 | ||||||
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Total | 1,370,780 | 1,360,608 | ||||||
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Net profit (loss) allocated tonon-controlling interests:
Company | Consolidated | |||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||
Gasmig | 375 | 298 | ||||||
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Total | 375 | 298 | ||||||
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Company | Consolidated | |||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||
Gasmig | 212 | 152 | ||||||
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Total | 212 | 152 | ||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
141
29. | REVENUE |
Revenues are measured at the fair value of the consideration received or to be received and are recognized on a monthly basis as and when: (i) Rights and obligations of the contract with the customers are identified; (ii) the performance obligation of the contract is identified; (iii) the price for each transaction has been determined; (iv) the transaction price has been allocated to the performance obligations defined in the contract; and (v) the performance obligations have been complied.
Consolidated | ||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||
Revenue from supply of energy (a) | 12,929,154 | 11,236,009 | ||||||
Revenue from use of the energy distribution systems (TUSD) (b) | 1,265,719 | 814,340 | ||||||
CVA, andOther financial components in tariff increases (c) | 80,241 | 1,150,672 | ||||||
Transmission revenue | ||||||||
Transmission concession revenue (d) | 242,743 | 206,582 | ||||||
Transmission construction revenue (e) | 82,989 | 4,732 | ||||||
Transmission reimbursement revenue (f) | 90,420 | 146,519 | ||||||
Generation assets – reimbursement revenue | — | 34,463 | ||||||
Distribution construction revenue (e) | 382,236 | 378,911 | ||||||
Adjustment to expectation from reimbursement of distribution concession financial assets (g) | 8,967 | 3,066 | ||||||
Inflation adjustment to Concession Grant Fee (h) | 176,151 | 156,980 | ||||||
Transactions in energy on the CCEE (i) | 397,437 | 159,966 | ||||||
Supply of gas | 1,131,233 | 898,979 | ||||||
Fine for violation of continuity indicator | (35,510 | ) | (25,681 | ) | ||||
Recovery of PIS/Pasep and Cofins taxes credits over ICMS (Note 9) | 1,438,563 | — | ||||||
Other operating revenues (j) | 837,584 | 773,444 | ||||||
Taxes and charges reported as deductions from revenue (k) | (6,097,956 | ) | (5,397,013 | ) | ||||
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Net operating revenue | 12,929,971 | 10,541,969 | ||||||
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Consolidated | ||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||
Revenue from supply of energy (a) | 6,327,737 | 5,838,104 | ||||||
Revenue from use of the energy distribution systems (TUSD) (b) | 635,675 | 440,599 | ||||||
CVA, andOther financial components in tariff increases (c) | (40,109 | ) | 709,516 | |||||
Transmission revenue | ||||||||
Transmission concession revenue (d) | 125,564 | 105,591 | ||||||
Transmission construction revenue (e) | 54,902 | 3,669 | ||||||
Transmission reimbursement revenue (f) | 57,921 | 96,678 | ||||||
Generation assets – reimbursement revenue | — | 17,218 | ||||||
Distribution construction revenue (e) | 211,205 | 202,114 | ||||||
Adjustment to expectation from reimbursement of distribution concession financial assets (g) | 2,927 | 2,274 | ||||||
Inflation adjustment to Concession Grant Fee (h) | 95,363 | 75,153 | ||||||
Transactions in energy on the CCEE (i) | 144,821 | 25,639 | ||||||
Supply of gas | 534,955 | 470,908 | ||||||
Fine for violation of continuity indicator | (12,685 | ) | (9,235 | ) | ||||
Recovery of PIS/Pasep and Cofins taxes credits over ICMS (Note 9) | 1,438,563 | — | ||||||
Other operating revenues (j) | 396,386 | 311,331 | ||||||
Taxes and charges reported as deductions from revenue (k) | (2,956,432 | ) | (2,683,021 | ) | ||||
|
|
|
| |||||
Net operating revenue | 7,016,793 | 5,606,538 | ||||||
|
|
|
|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
142
a) | Revenue from supply of energy |
These items are recognized upon delivery of supply, and the revenue is recorded as and when billed, based on the tariff approved by the regulator for each class of customer.
This table shows supply of energy by type of customer:
MWh (1) | R$ | |||||||||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||||||||
Residential | 5,291,676 | 5,150,879 | 4,665,228 | 3,866,049 | ||||||||||||
Industrial | 7,819,238 | 8,552,810 | 2,295,328 | 2,254,923 | ||||||||||||
Commercial, services and others | 4,654,040 | 4,198,424 | 2,619,879 | 2,144,297 | ||||||||||||
Rural | 1,775,702 | 1,720,268 | 917,625 | 748,147 | ||||||||||||
Public authorities | 455,643 | 434,389 | 311,737 | 252,319 | ||||||||||||
Public lighting | 685,933 | 688,807 | 291,353 | 252,165 | ||||||||||||
Public services | 679,065 | 653,232 | 333,397 | 276,281 | ||||||||||||
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|
|
|
|
|
|
| |||||||||
Subtotal | 21,361,297 | 21,398,809 | 11,434,547 | 9,794,181 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Own consumption | 17,230 | 23,481 | — | — | ||||||||||||
Unbilled revenue | — | — | 54,907 | 48,142 | ||||||||||||
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|
|
|
|
|
| |||||||||
21,378,527 | 21,422,290 | 11,489,454 | 9,842,323 | |||||||||||||
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|
|
|
|
|
|
| |||||||||
Wholesale supply to other concession holders (2) | 5,499,766 | 5,607,369 | 1,458,670 | 1,468,016 | ||||||||||||
|
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|
| |||||||||||||
Wholesale supply unbilled, net | — | — | (18,970 | ) | (74,330 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | 26,878,293 | 27,029,659 | 12,929,154 | 11,236,009 | ||||||||||||
|
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|
|
|
|
|
|
MWh (1) | R$ | |||||||||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||||||||
Residential | 2,547,878 | 2,557,762 | 2,206,790 | 1,948,068 | ||||||||||||
Industrial | 3,947,233 | 4,524,750 | 1,154,786 | 1,149,137 | ||||||||||||
Commercial, services and others | 2,374,683 | 2,155,487 | 1,280,841 | 1,075,019 | ||||||||||||
Rural | 915,078 | 954,766 | 460,746 | 405,384 | ||||||||||||
Public authorities | 231,943 | 220,791 | 158,145 | 131,469 | ||||||||||||
Public lighting | 333,969 | 345,401 | 140,508 | 127,749 | ||||||||||||
Public services | 339,954 | 331,174 | 165,901 | 142,009 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Subtotal | 10,690,738 | 11,090,131 | 5,567,717 | 4,978,835 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Own consumption | 7,247 | 11,357 | — | — | ||||||||||||
Unbilled revenue | — | — | 80,721 | 130,096 | ||||||||||||
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|
|
|
|
|
| |||||||||
10,697,985 | 11,101,488 | 5,648,438 | 5,108,931 | |||||||||||||
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|
|
|
|
|
|
| |||||||||
Wholesale supply to other concession holders (2) | 2,422,273 | 2,974,570 | 641,532 | 766,525 | ||||||||||||
Wholesale supply unbilled, net | — | — | 37,767 | (37,352 | ) | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | 13,120,258 | 14,076,058 | 6,327,737 | 5,838,104 | ||||||||||||
|
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|
|
|
|
|
|
(1) | Information not reviewed by the external auditors. |
(2) | Includes a CCEAR (Regulated Market Sales Contract), ‘bilateral contracts’ with other agents, and the revenues from management of generation assets (‘GAG’) for the 18 hydroelectric plants of Lot D of Auction no 12/2015. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
143
b) | Revenue from Use of Distribution Systems (the TUSD charge) |
These are recognized upon the distribution infrastructure becoming available to customers, and the fair value of the consideration is calculated according to the TUSD tariff of those customers, set by the regulator.
c) | TheCVA Account (‘Portion A’ Costs Variation Compensation Account), andOther financial components, in tariff adjustments |
The results from variations in (i) theCVA Account (Portion A Costs Variation Compensation Account), and in (ii) Other financial components in calculation of tariffs, refer to the positive and negative differences between the estimate ofnon-manageable costs of the subsidiary Cemig D and the cost actually incurred. The amounts recognized arise from balances recorded in the current period, ratified or to be ratified in tariff adjustment processes. For more information please see Note 14.
d) | Transmission concession revenue |
Transmission concession revenue comprises the amount received from agents of the energy sector for operation and maintenance of transmission lines of the national grid, in the form of the Permitted Annual Revenue (Receita Anual Permitida, or RAP), plus an adjustment for expectation of cash flow arising from the variation in the fair value of the Remuneration Assets Base, in the amount of R$7,834 in 1H19 (R$9,671 in 1H18).
e) | Construction revenue |
Construction revenue is entirely offset by Construction costs, in the same amount, and is equal to the Company’s investments in contract assets in the period.
f) | Transmission indemnity revenue |
Corresponding to updating by the IPCA index of the balance of transmission indemnity receivable. For further information, please see Note 14.
g) | Adjustment to expected cash flow from financial assets on residual value of infrastructure asses of distribution concessions |
Income from adjustment of expectation of cash flow from indemnifiable distribution concession financial assets, due to inflation adjustment of the Regulatory Remuneration Asset Base.
h) | Gain on financial updating of the Concession grant fee |
Represents the inflation adjustment using the IPCA inflation index, plus interest, on the Concession Grant Fee for the concession awarded as Lot D of Auction 12/2015. See Note 14.
i) | Energy transactions on the CCEE (Wholesale Trading Chamber) |
The revenue from transactions made through the Wholesale Electricity Exchange (Câmara de Comercialização de Energia Elétrica – CCEE) is the monthly positive net balance of settlements of transactions for purchase and sale of energy in the Spot Market, through the CCEE, for which the consideration corresponds to the product of energy sold at the Spot Price.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
144
j) | Other operating revenues |
Consolidated | ||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||
Charged service | 8,382 | 5,800 | ||||||
Telecoms services | 1,438 | — | ||||||
Services rendered | 89,826 | 90,440 | ||||||
Subsidies (1) | 606,920 | 546,907 | ||||||
Rental and leasing | 65,196 | 42,560 | ||||||
Contractual reimbursements | 64,640 | 84,092 | ||||||
Others | 1,182 | 3,645 | ||||||
|
|
|
| |||||
837,584 | 773,444 | |||||||
|
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|
|
Consolidated | ||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||
Charged service | 4,026 | 2,864 | ||||||
Telecoms services | 134 | (44,037 | ) | |||||
Services rendered | 38,263 | 48,729 | ||||||
Subsidies (1) | 315,406 | 281,635 | ||||||
Rental and leasing | 35,729 | 21,645 | ||||||
Contractual reimbursements | 2,064 | — | ||||||
Others | 764 | 495 | ||||||
|
|
|
| |||||
396,386 | 311,331 | |||||||
|
|
|
|
(1) | Revenue recognized for the governmental subsidies on tariffs applicable to certain customers of distribution services, including thelow-income-user subsidies – which are reimbursed by Eletrobras. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
145
k) | Deductions on revenue |
Consolidated | ||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||
Taxes on revenue | ||||||||
ICMS | 3,052,745 | 2,517,921 | ||||||
Cofins | 1,264,259 | 1,170,609 | ||||||
PIS and Pasep | 275,635 | 252,149 | ||||||
Other | 4,131 | 3,711 | ||||||
|
|
|
| |||||
4,596,770 | 3,944,390 | |||||||
Charges to the customer | ||||||||
Global Reversion Reserve (RGR) | 8,737 | 10,412 | ||||||
Energy Efficiency Program | 32,590 | 29,845 | ||||||
Energy Development Account (CDE) | 1,331,366 | 1,180,960 | ||||||
Research and Development | 20,639 | 18,639 | ||||||
National Scientific and Technological Development Fund (FNDCT) | 20,639 | 18,639 | ||||||
Energy System Expansion Research (EPE of MME) | 10,319 | 9,320 | ||||||
Customer charges – Proinfa alternative sources program | 26,329 | 19,443 | ||||||
Energy Services Inspection Charge | 14,172 | 12,594 | ||||||
Royalties for use of water resources | 16,512 | 27,712 | ||||||
Customer charges – the‘Flag Tariff’ system | 19,868 | 125,059 | ||||||
Other | 15 | — | ||||||
|
|
|
| |||||
1,501,186 | 1,452,623 | |||||||
|
|
|
| |||||
6,097,956 | 5,397,013 | |||||||
|
|
|
|
Consolidated | ||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||
Taxes on revenue | ||||||||
ICMS | 1,472,166 | 1,264,824 | ||||||
Cofins | 595,004 | 612,229 | ||||||
PIS and Pasep | 129,177 | 130,917 | ||||||
Other | 1,876 | 1,463 | ||||||
|
|
|
| |||||
2,198,223 | 2,009,433 | |||||||
Charges to the customer | ||||||||
Global Reversion Reserve (RGR) | 4,185 | 5,172 | ||||||
Energy Efficiency Program | 15,707 | 16,632 | ||||||
Energy Development Account (CDE) | 679,017 | 593,105 | ||||||
Research and Development | 9,528 | 10,126 | ||||||
National Scientific and Technological Development Fund (FNDCT) | 9,528 | 10,126 | ||||||
Energy System Expansion Research (EPE of MME) | 4,764 | 5,063 | ||||||
Customer charges – Proinfa alternative sources program | 13,024 | 9,202 | ||||||
Energy Services Inspection Charge | 7,230 | 6,377 | ||||||
Royalties for use of water resources | 6,513 | 9,498 | ||||||
Customer charges – the ‘Flag Tariff’ system | 8,712 | 8,287 | ||||||
Other | 1 | — | ||||||
|
|
|
| |||||
758,209 | 673,588 | |||||||
|
|
|
| |||||
2,956,432 | 2,683,021 | |||||||
|
|
|
|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
146
30. | OPERATING COSTS AND EXPENSES |
The operating costs of the Company and its subsidiaries are as follows:
Consolidated | Parent company | |||||||||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||||||||
Personnel (a) | 677,072 | 680,240 | 18,369 | 19,967 | ||||||||||||
Employees’ and managers’ profit shares | 174,515 | 22,727 | 11,207 | 5,926 | ||||||||||||
Post-employment obligations – Note 25 | 198,699 | 169,397 | 21,746 | 20,359 | ||||||||||||
Materials | 40,256 | 33,706 | 94 | 764 | ||||||||||||
Outsourced services (b) | 585,969 | 490,346 | 11,359 | 9,403 | ||||||||||||
Energy bought for resale (c) | 5,120,200 | 5,082,598 | — | — | ||||||||||||
Depreciation and amortization | 479,299 | 411,300 | 2,398 | 216 | ||||||||||||
Operating provisions and adjustments for operating losses (d) | 978,379 | 267,319 | 35,845 | 78,189 | ||||||||||||
Charges for use of the national grid | 701,171 | 808,580 | — | — | ||||||||||||
Gas bought for resale | 725,162 | 556,459 | — | — | ||||||||||||
Construction costs (e) | 465,225 | 383,643 | — | — | ||||||||||||
Other operating expenses, net (f) | 93,854 | 151,607 | 4,507 | 7,348 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
10,239,801 | 9,057,922 | 105,525 | 142,172 | |||||||||||||
|
|
|
|
|
|
|
|
Consolidated | Parent company | |||||||||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||||||||
Personnel (a) | 312,031 | 348,576 | 4,756 | 12,498 | ||||||||||||
Employees’ and managers’ profit shares | 108,478 | 3,150 | 6,720 | 4,515 | ||||||||||||
Post-employment obligations – Note 25 | 97,790 | 86,126 | 10,796 | 10,250 | ||||||||||||
Materials | 19,766 | 18,416 | 88 | 722 | ||||||||||||
Outsourced services (b) | 302,241 | 254,553 | 6,051 | 7,436 | ||||||||||||
Energy bought for resale (c) | 2,526,019 | 2,818,905 | — | — | ||||||||||||
Depreciation and amortization | 248,403 | 198,309 | (541 | ) | 98 | |||||||||||
Operating provisions and adjustments for operating losses (d) | 869,373 | 134,112 | 17,832 | 38,878 | ||||||||||||
Charges for use of the national grid | 367,375 | 416,038 | — | — | ||||||||||||
Gas bought for resale | 330,180 | 293,225 | — | — | ||||||||||||
Construction costs (e) | 266,107 | 202,974 | — | — | ||||||||||||
Other operating expenses, net (f) | 41,922 | 85,246 | 3,587 | 4,493 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
5,489,685 | 4,859,630 | 49,289 | 78,890 | |||||||||||||
|
|
|
|
|
|
|
|
For details on the costs and expenses of discontinued operations, see Note 36.
a) | Personnel expenses |
2019 Programmed Voluntary Retirement Plan (‘PDVP’)
In December 2018, the Company approved the Programmed Voluntary Retirement Plan for 2019 (‘the 2019 PDVP’). Those eligible – any employees who had worked with the Company for 25 years or more by December 31, 2018 – were able to join from January 7 to 31, 2019. The program will pay the standard legal payments for severance – including: payment for the period of notice; an amount equal to the ‘penalty’ payment of 40% of the Base Value of the employee’s FGTS fund; and the other payments specified by the legislation; but with no additional premium.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
147
On March 2019 the Company reopened the 2019 PDVP program, with a joining period from April 1 to 10, 2019, with some changes in the requirements for joining, but with the same financial conditions.
The amount appropriated in the reopening phase of the 2019 Voluntary Retirement Program, including severance costs, was R$ 65,596 (458 employees), posted in the statement of income for 2018, and R$ 21,491 (155 employees) posted in March 2019.
b) | Outsourced services |
Consolidated | Parent company | |||||||||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||||||||
Meter reading and bill delivery | 64,334 | 65,538 | — | — | ||||||||||||
Communication | 34,458 | 35,945 | 1,696 | 2,208 | ||||||||||||
Maintenance and conservation of electrical facilities and equipment | 198,413 | 152,048 | 6 | 12 | ||||||||||||
Building conservation and cleaning | 53,860 | 52,765 | 166 | 294 | ||||||||||||
Contracted labor | 6,240 | 10,829 | — | 102 | ||||||||||||
Freight and airfares | 3,289 | 3,214 | 634 | 716 | ||||||||||||
Accommodation and meals | 6,528 | 5,616 | 77 | 97 | ||||||||||||
Security services | 8,202 | 10,125 | — | — | ||||||||||||
Consultancy | 9,510 | 4,863 | 4,219 | 898 | ||||||||||||
Maintenance and conservation of furniture and utensils | 2,310 | 1,351 | — | 13 | ||||||||||||
Information technology | 23,899 | 22,498 | 606 | 1,325 | ||||||||||||
Maintenance and conservation of vehicles | 1,233 | 1,045 | — | — | ||||||||||||
Disconnection and reconnection | 34,542 | 22,725 | — | — | ||||||||||||
Environment services | 6,290 | 4,659 | — | — | ||||||||||||
Legal services | 11,490 | 11,101 | 727 | 460 | ||||||||||||
Costs (recovery of costs) of proceedings | 176 | 986 | 82 | — | ||||||||||||
Tree pruning | 21,331 | 9,917 | — | — | ||||||||||||
Cleaning of power line pathways | 28,802 | 13,692 | — | — | ||||||||||||
(Recovery of) costs of printing and legal publications | 9,713 | 8,620 | 124 | 334 | ||||||||||||
Inspection of customer units | 5,223 | 4,674 | — | — | ||||||||||||
Other expenses | 56,126 | 48,135 | 3,022 | 2,944 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
585,969 | 490,346 | 11,359 | 9,403 | |||||||||||||
|
|
|
|
|
|
|
|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
148
Consolidated | Parent company | |||||||||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||||||||
Meter reading and bill delivery | 32,291 | 34,342 | — | — | ||||||||||||
Communication | 14,167 | 17,536 | 244 | 2,082 | ||||||||||||
Maintenance and conservation of electrical facilities and equipment | 97,879 | 73,655 | 3 | 7 | ||||||||||||
Building conservation and cleaning | 27,342 | 26,835 | 53 | 236 | ||||||||||||
Contracted labor | 2,567 | 6,888 | — | 102 | ||||||||||||
Freight and airfares | 1,915 | 2,367 | 352 | 601 | ||||||||||||
Accommodation and meals | 3,556 | 3,032 | 51 | 58 | ||||||||||||
Security services | 4,194 | 5,147 | — | — | ||||||||||||
Consultancy | 6,117 | 1,575 | 2,935 | 860 | ||||||||||||
Maintenance and conservation of furniture and utensils | 1,395 | 756 | (1 | ) | 13 | |||||||||||
Information technology | 16,667 | 11,337 | 454 | 1,133 | ||||||||||||
Maintenance and conservation of vehicles | 693 | 547 | — | — | ||||||||||||
Disconnection and reconnection | 16,996 | 12,586 | — | — | ||||||||||||
Environment services | 2,883 | 2,525 | — | — | ||||||||||||
Legal services | 5,069 | 6,320 | 283 | 189 | ||||||||||||
Costs (recovery of costs) of proceedings | 592 | 615 | 82 | — | ||||||||||||
Tree pruning | 13,079 | 5,888 | — | — | ||||||||||||
Cleaning of power line pathways | 15,090 | 7,719 | — | — | ||||||||||||
(Recovery of) costs of printing and legal publications | 5,230 | 4,413 | 141 | 263 | ||||||||||||
Inspection of customer units | 3,134 | 2,811 | — | — | ||||||||||||
Other expenses | 31,385 | 27,659 | 1,454 | 1,892 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
302,241 | 254,553 | 6,051 | 7,436 | |||||||||||||
|
|
|
|
|
|
|
|
c) | Energy bought for resale |
Consolidated | ||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||
Supply from Itaipu Binacional | 694,177 | 633,420 | ||||||
Physical guarantee quota contracts | 364,358 | 311,625 | ||||||
Quotas for Angra I and II nuclear plants | 134,586 | 133,423 | ||||||
Spot market | 762,267 | 929,226 | ||||||
Proinfa Program | 190,617 | 159,696 | ||||||
‘Bilateral’ contracts | 151,479 | 145,139 | ||||||
Energy acquired in Regulated Market auctions | 1,395,566 | 1,480,756 | ||||||
Acquired in Free Market | 1,838,169 | 1,743,598 | ||||||
Geração Distribuída | 82,858 | 38,496 | ||||||
Credits of Pasep and Cofins taxes | (493,877 | ) | (492,781 | ) | ||||
|
|
|
| |||||
5,120,200 | 5,082,598 | |||||||
|
|
|
|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
149
Parent company | ||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||
Supply from Itaipu Binacional | 361,021 | 345,177 | ||||||
Physical guarantee quota contracts | 185,427 | 140,241 | ||||||
Quotas for Angra I and II nuclear plants | 67,293 | 66,711 | ||||||
Spot market | 278,055 | 710,115 | ||||||
Proinfa Program | 95,309 | 79,848 | ||||||
‘Bilateral’ contracts | 78,883 | 40,054 | ||||||
Energy acquired in Regulated Market auctions | 684,774 | 757,243 | ||||||
Acquired in Free Market | 973,506 | 938,619 | ||||||
Geração Distribuída | 44,892 | 19,539 | ||||||
Credits of Pasep and Cofins taxes | (243,141 | ) | (278,642 | ) | ||||
|
|
|
| |||||
2,526,019 | 2,818,905 | |||||||
|
|
|
|
d) | Operating provisions (reversals) and adjustments for operating losses |
Consolidated | Parent company | |||||||||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||||||||
Estimated losses on doubtful accounts receivables (Note 7) | 126,978 | 167,557 | — | — | ||||||||||||
Estimated losses (reversals) on other accounts receivable (1) | 4,935 | (4,934 | ) | 183 | — | |||||||||||
Estimated losses on doubtful accounts receivable from related (3) (Note 32) | 688,031 | — | — | — | ||||||||||||
Contingency provisions (reversals) (2) (Rating 26) | ||||||||||||||||
Employment-law cases | 106,558 | (3,060 | ) | 15,853 | 10,884 | |||||||||||
Civil cases | 1,076 | 12,528 | (510 | ) | 1,545 | |||||||||||
Tax | 19,310 | (3,206 | ) | 20,268 | (13 | ) | ||||||||||
Environmental | 110 | 31 | — | — | ||||||||||||
Regulatory | 952 | 10,069 | 607 | 3,709 | ||||||||||||
Others | 8,483 | 1,674 | (556 | ) | 10 | |||||||||||
|
|
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| |||||||||
136,489 | 18,036 | 35,662 | 16,135 | |||||||||||||
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| |||||||||
956,433 | 180,659 | 35,845 | 16,135 | |||||||||||||
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| |||||||||
Adjustment for losses | ||||||||||||||||
Put options | — | 62,054 | — | 62,054 | ||||||||||||
Put option – SAAG (Note 33) | 21,946 | 24,606 | — | — | ||||||||||||
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| |||||||||
21,946 | 86,660 | — | 62,054 | |||||||||||||
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| |||||||||
978,379 | 267,319 | 35,845 | 78,189 | |||||||||||||
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|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
150
Consolidated | Parent company | |||||||||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||||||||
Estimated losses on doubtful accounts receivables (Note 7) | 47,627 | 91,374 | — | — | ||||||||||||
Estimated losses (reversals) on other accounts receivable (1) | 4,752 | (5,494 | ) | — | — | |||||||||||
Estimated losses on doubtful accounts receivable from related (3) (Note 32) | 688,031 | — | — | — | ||||||||||||
Contingency provisions (reversals) (2) (Rating 26) | ||||||||||||||||
Employment-law cases | 105,122 | (20,114 | ) | 13,136 | 9,774 | |||||||||||
Civil cases | 3,571 | 13,827 | (64 | ) | 817 | |||||||||||
Tax | 4,384 | (3,275 | ) | 4,833 | (28 | ) | ||||||||||
Environmental | 63 | 3 | 0 | — | ||||||||||||
Regulatory | 276 | 6,684 | (108 | ) | 750 | |||||||||||
Others | 4,609 | 3,357 | 35 | 46 | ||||||||||||
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| |||||||||
118,025 | 482 | 17,832 | 11,359 | |||||||||||||
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| |||||||||
858,435 | 86,362 | 17,832 | 11,359 | |||||||||||||
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| |||||||||
Adjustment for losses | ||||||||||||||||
Put options | — | 27,519 | — | 27,519 | ||||||||||||
Put option – SAAG (Note 33) | 10,938 | 20,231 | — | — | ||||||||||||
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10,938 | 47,750 | — | 27,519 | |||||||||||||
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| |||||||||
869,373 | 134,112 | 17,832 | 38,878 | |||||||||||||
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(1) | The estimated losses on other accounts receivable are presented in the consolidated Statement of income as operating expenses. |
(2) | The provisions for contingencies of the holding company are presented in the consolidated profit and loss account for the year as operating expenses. |
(3) | Estimated losses on amounts receivable from Renova, as a result of the assessment of credit risk. |
e) | Infrastructure construction cost |
Consolidated | ||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||
Personnel and managers | 30,398 | 34,060 | ||||||
Materials | 228,763 | 149,614 | ||||||
Outsourced services | 155,365 | 164,089 | ||||||
Other | 50,699 | 35,880 | ||||||
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| |||||
465,225 | 383,643 | |||||||
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Consolidated | ||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||
Personnel and managers | 16,946 | 19,490 | ||||||
Materials | 141,304 | 73,680 | ||||||
Outsourced services | 80,071 | 90,061 | ||||||
Other | 27,786 | 19,743 | ||||||
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| |||||
266,107 | 202,974 | |||||||
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|
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
151
f) | Other operating expenses (revenues), net |
Consolidated | Parent company | |||||||||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||||||||
Leasing and rental costs (1) | 1,783 | 45,364 | 1,273 | 2,197 | ||||||||||||
Advertising | 1,961 | 3,093 | 66 | 158 | ||||||||||||
Own consumption of energy | 8,105 | 13,475 | — | — | ||||||||||||
Subsidies and donations | 4,584 | 6,569 | — | 1,311 | ||||||||||||
Paid concession | 1,287 | 1,446 | — | — | ||||||||||||
Insurance | 4,541 | 3,643 | 824 | 780 | ||||||||||||
CCEE annual charge | 3,078 | 3,751 | 1 | 1 | ||||||||||||
Forluz – Administrative running cost | 14,024 | 14,582 | 688 | 604 | ||||||||||||
Collection agents | 42,356 | 35,398 | — | — | ||||||||||||
Net loss (gain) on deactivation and disposal of assets | 12,386 | 7,695 | — | 468 | ||||||||||||
Taxes and charges | 7,568 | 6,758 | 511 | 480 | ||||||||||||
Other expenses (2) | (7,819 | ) | 9,833 | 1,144 | 1,349 | |||||||||||
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| |||||||||
93,854 | 151,607 | 4,507 | 7,348 | |||||||||||||
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Consolidated | Parent company | |||||||||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||||||||
Leasing and rental costs (1) | 1,270 | 22,869 | 2,312 | 1,368 | ||||||||||||
Advertising | 224 | 1,581 | 28 | 154 | ||||||||||||
Own consumption of energy | 1,816 | 6,878 | — | — | ||||||||||||
Subsidies and donations | 1,673 | 4,764 | — | 1,311 | ||||||||||||
Paid concession | 659 | 668 | — | — | ||||||||||||
Insurance | 2,418 | 1,725 | 424 | 378 | ||||||||||||
CCEE annual charge | 1,441 | 1,827 | 1 | 1 | ||||||||||||
Forluz – Administrative running cost | 7,312 | 6,720 | 359 | 326 | ||||||||||||
Collection agents | 21,398 | 17,940 | — | — | ||||||||||||
Net loss (gain) on deactivation and disposal of assets | 4,887 | 5,713 | — | 468 | ||||||||||||
Taxes and charges | 2,899 | 2,176 | 172 | 180 | ||||||||||||
Other expenses (2) | (4,075 | ) | 12,385 | 291 | 307 | |||||||||||
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41,922 | 85,246 | 3,587 | 4,493 | |||||||||||||
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(1) | As from January 1, 2019, the amounts related to leasing and rentals are recognized in accordance with IFRS 16 / CPC 06 (R2), as shown in notes 2.2 and 20. |
(2) | The losses recorded on assets in progress (canceled works) are net of the reversal of the provisions constituted in prior periods. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
152
31. | FINANCE INCOME AND EXPENSES |
Consolidated | Parent company | |||||||||||||||
Jan to Jun, 2019 | Jan to Jun, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||||||||
FINANCE INCOME | ||||||||||||||||
Income from cash investments | 50,868 | 41,850 | 1,888 | 4,931 | ||||||||||||
Arrears fees on sale of energy | 182,451 | 167,950 | — | 44 | ||||||||||||
Foreign exchange variations – Itaipu | — | 2,561 | — | 7 | ||||||||||||
Foreign exchange variations – loans and financings (Note 23) | 70,470 | — | — | — | ||||||||||||
Inflation adjustments | 12,873 | 11,496 | 1 | 8 | ||||||||||||
Inflation adjustment – CVA (Note 15) | 53,046 | 11,286 | — | — | ||||||||||||
Monetary updating on escrow deposits | 19,906 | 15,223 | 6,474 | 12,261 | ||||||||||||
Pasep and Cofins taxes charged on financial revenues | (50,752 | ) | (20,044 | ) | (5,343 | ) | (2,301 | ) | ||||||||
Gains on financial instruments – swaps (Note 33) | 613,394 | 180,396 | — | (33 | ) | |||||||||||
Revenue from advance payments | 2,313 | 14,767 | 1 | 15 | ||||||||||||
Lending costs charged to related parties (Note 32) | 45,979 | 17,236 | — | — | ||||||||||||
Monetary updating on PIS/Pasep and Cofins taxes credits over ICMS (Note 9) | 1,553,112 | — | 300,831 | — | ||||||||||||
Others | 69,328 | 48,448 | 1,262 | 3,860 | ||||||||||||
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2,622,988 | 491,169 | 305,114 | 18,792 | |||||||||||||
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| |||||||||
FINANCE EXPENSES | ||||||||||||||||
Costs of loans and financings | (605,952 | ) | (602,963 | ) | (1,542 | ) | (1,156 | ) | ||||||||
Amortization of transaction cost (Note 23) | (13,948 | ) | (15,548 | ) | (81 | ) | (153 | ) | ||||||||
FX variation – loans and financings (Note 23. | — | (554,278 | ) | — | (7 | ) | ||||||||||
FX adjustment – Itaipu Binacional | (3,132 | ) | (26,469 | ) | — | — | ||||||||||
Inflation adjustment – loans and financings (Note 23) | (82,711 | ) | (65,305 | ) | — | — | ||||||||||
Inflation adjustment – paid concession | (1,776 | ) | (2,257 | ) | — | — | ||||||||||
Borrowing costs and inflation adjustment on post-employment obligations (Note 25) | (33,578 | ) | (33,159 | ) | (1,652 | ) | (1,631 | ) | ||||||||
Inflation adjustment – advance from customers (Note 7) | (1,457 | ) | (6,815 | ) | — | — | ||||||||||
Leasing – Inflation adjustment (Note 20) | (18,332 | ) | — | (286 | ) | — | ||||||||||
Others | (55,075 | ) | (39,007 | ) | (14,890 | ) | (138 | ) | ||||||||
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| |||||||||
(815,961 | ) | (1,345,801 | ) | (18,451 | ) | (3,085 | ) | |||||||||
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| |||||||||
NET FINANCE INCOME (EXPENSES) | 1,807,027 | (854,632 | ) | 286,663 | 15,707 | |||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
153
Consolidated | Parent company | |||||||||||||||
Apr to Jun, 2019 | Apr to Jun, 2018 | Apr to Jun, 2019 | Apr to Jun, 2018 | |||||||||||||
FINANCE INCOME | ||||||||||||||||
Income from cash investments | 25,836 | 18,123 | 411 | 2,356 | ||||||||||||
Arrears fees on sale of energy | 95,933 | 92,288 | — | 44 | ||||||||||||
Foreign exchange variations – Itaipu | — | 2,561 | — | 7 | ||||||||||||
Foreign exchange variations – loans and financings | 70,470 | (2,508 | ) | — | — | |||||||||||
Inflation adjustments | 7,888 | 6,310 | — | 8 | ||||||||||||
Inflation adjustment – CVA | 32,140 | 10,839 | — | — | ||||||||||||
Monetary updating on escrow deposits | 13,219 | 8,771 | 5,942 | 4,914 | ||||||||||||
Pasep and Cofins taxes charged on financial revenues (1) | (41,487 | ) | (11,117 | ) | (5,196 | ) | (1,752 | ) | ||||||||
Gains on financial instruments – swaps | 461,083 | 82,879 | — | (33 | ) | |||||||||||
Revenue from advance payments | 1,375 | 7,977 | — | 15 | ||||||||||||
Lending costs charged to related parties | 23,315 | 17,236 | — | — | ||||||||||||
Monetary updating on PIS/Pasep and Cofins taxes credits over ICMS (Note 9) | 1,553,112 | — | 300,831 | |||||||||||||
Others | 29,586 | 15,956 | 120 | 1,985 | ||||||||||||
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2,272,470 | 249,315 | 302,108 | 7,544 | |||||||||||||
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| |||||||||
FINANCE EXPENSES | ||||||||||||||||
Costs of loans and financings | (302,540 | ) | (315,615 | ) | (783 | ) | (1,156 | ) | ||||||||
Amortization of transaction cost | (7,015 | ) | (6,548 | ) | (42 | ) | (153 | ) | ||||||||
FX variation – loans and financings | 32,980 | (538,247 | ) | — | (7 | ) | ||||||||||
FX adjustment – Itaipu Binacional | (3,132 | ) | (23,228 | ) | — | — | ||||||||||
Inflation adjustment – loans and financings | (38,703 | ) | (26,631 | ) | — | — | ||||||||||
Inflation adjustment – paid concession | (895 | ) | (1,593 | ) | — | — | ||||||||||
Borrowing costs and inflation adjustment on post-employment obligations | (18,349 | ) | (15,152 | ) | (903 | ) | (745 | ) | ||||||||
Inflation adjustment – advance from customers | (309 | ) | (3,196 | ) | — | — | ||||||||||
Leasing – Inflation adjustment | (8,992 | ) | — | 106 | — | |||||||||||
Others | (16,928 | ) | (15,937 | ) | (7,164 | ) | (130 | ) | ||||||||
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| |||||||||
(363,883 | ) | (946,147 | ) | (8,786 | ) | (2,191 | ) | |||||||||
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| |||||||||
NET FINANCE INCOME (EXPENSES) | 1,908,587 | (696,832 | ) | 293,322 | 5,353 | |||||||||||
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(1) | The Pasep and Cofins expenses apply to Interest on Equity. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
154
32. | RELATED PARTY TRANSACTIONS |
Cemig’s main balances and transactions with related parties and its subsidiaries and jointly-controlled entities are as follows (consolidated):
COMPANY | ASSETS | LIABILITIES | REVENUE | EXPENSES | ||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||||||||||||||||||||
Controlling shareholder | ||||||||||||||||||||||||||||||||
Minas Gerais State Government | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Customers and Traders (1) | 296,895 | 244,960 | — | — | 80,131 | 81,249 | — | — | ||||||||||||||||||||||||
Public Lighting Contribution (CIP) (1) | 2,050 | 2,050 | — | — | — | — | — | — | ||||||||||||||||||||||||
Non-current | ||||||||||||||||||||||||||||||||
Accounts receivable – AFAC (2) | 238,428 | 245,566 | — | — | 10,749 | 13,082 | — | — | ||||||||||||||||||||||||
Jointly-controlled entity | ||||||||||||||||||||||||||||||||
Aliança Geração | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | — | — | 14,588 | 12,957 | 19,569 | 15,150 | (78,109 | ) | (75,255 | ) | ||||||||||||||||||||||
Provision of services (4) | 1,129 | 1,792 | — | — | 4,943 | 5,964 | — | — | ||||||||||||||||||||||||
Interest on Equity, and dividends | — | 90,664 | — | — | — | — | — | — | ||||||||||||||||||||||||
Baguari Energia | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | — | — | 966 | 969 | — | — | (5,393 | ) | (3,666 | ) | ||||||||||||||||||||||
Provision of service (4) | 211 | 211 | — | — | 466 | 446 | — | — | ||||||||||||||||||||||||
Interest on Equity, and dividends | 13,563 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Madeira Energia | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | 5,484 | 5,669 | 60,559 | 64,111 | 33,087 | 17,146 | (331,510 | ) | (332,788 | ) | ||||||||||||||||||||||
Advance for future power supply (5) | — | 6,785 | — | — | — | 4,549 | — | — | ||||||||||||||||||||||||
Reimbursement for decontracted supply (6) | 24,527 | 42,046 | — | — | 1,806 | 411 | — | — | ||||||||||||||||||||||||
Non-current | ||||||||||||||||||||||||||||||||
Reimbursement for decontracted supply (6) | — | 3,504 | — | — | — | — | — | — | ||||||||||||||||||||||||
Norte Energia | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | 130 | 130 | 5,879 | 5,841 | 9,199 | 8,287 | (103,837 | ) | (94,143 | ) | ||||||||||||||||||||||
Advance for future energy supply (7) | 30,198 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Non-current | ||||||||||||||||||||||||||||||||
Advance for future energy supply (7) | 20,150 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Lightger | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | — | — | 2,010 | — | — | — | (9,178 | ) | (9,012 | ) | ||||||||||||||||||||||
Interest on Equity, and dividends | 2,991 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Hidrelétrica Pipoca | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | — | — | 1,699 | 1,303 | — | — | (8,047 | ) | (9,154 | ) | ||||||||||||||||||||||
Interest on Equity, and dividends | 66 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Retiro Baixo | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | — | — | 542 | 544 | — | — | (2,556 | ) | (3,207 | ) | ||||||||||||||||||||||
Interest on Equity, and dividends | 5,718 | 5,719 | — | — | — | — | — | — | ||||||||||||||||||||||||
Hidrelétrica Cachoeirão | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Interest on Equity, and dividends | 2,280 | 2,460 | — | — | — | — | — | — | ||||||||||||||||||||||||
Renova | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | — | — | 772 | 515 | — | — | (772 | ) | (66,548 | ) | ||||||||||||||||||||||
Non-current | ||||||||||||||||||||||||||||||||
Accounts receivable (8) | — | 594,323 | — | — | 93,708 | 19,876 | 688,031 | — | ||||||||||||||||||||||||
Light | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | 330 | 374 | 518 | 502 | 30,860 | 31,736 | (2,974 | ) | (535 | ) | ||||||||||||||||||||||
Interest on Equity, and dividends | 19,683 | 19,683 | — | — | — | — | — | — | ||||||||||||||||||||||||
TAESA | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Transactions with energy (3) | — | — | 8,397 | 8,295 | — | — | (48,869 | ) | (61,659 | ) | ||||||||||||||||||||||
Provision of services (4) | 174 | 130 | — | — | 299 | 282 | — | — | ||||||||||||||||||||||||
Axxiom | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Provision of services (9) | — | — | 2,209 | 195 | — | — | — | — | ||||||||||||||||||||||||
Centroeste |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
155
COMPANY | ASSETS | LIABILITIES | REVENUE | EXPENSES | ||||||||||||||||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | Jan to Jun, 2019 | Jan to Jun, 2018 | |||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Interest on Equity, and dividends | 1,218 | 1,218 | — | — | — | — | — | — | ||||||||||||||||||||||||
Other related parties | ||||||||||||||||||||||||||||||||
FIC Pampulha | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Cash and cash equivalents | 246,182 | 273,570 | — | — | — | — | — | |||||||||||||||||||||||||
Securities | 626,115 | 727,011 | — | — | 10,186 | 7,535 | — | — | ||||||||||||||||||||||||
(–) Securities issued by subsidiary companies (Note 23) | (17,484 | ) | (23,508 | ) | — | — | — | — | — | — | ||||||||||||||||||||||
Non-current | ||||||||||||||||||||||||||||||||
Securities | — | 101,151 | — | — | — | — | — | — | ||||||||||||||||||||||||
Forluz | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Post-employment obligations (10) | — | — | 138,128 | 123,184 | — | — | (98,346 | ) | (95,967 | ) | ||||||||||||||||||||||
Supplementary pension contributions – Defined contribution plan (11) | — | — | — | — | — | (38,764 | ) | (36,692 | ) | |||||||||||||||||||||||
Administrative running costs (12) | — | — | — | — | — | — | (14,024 | ) | (14,582 | ) | ||||||||||||||||||||||
Operational leasing (13) | — | — | 46,017 | 1,778 | — | — | (27,672 | ) | (23,065 | ) | ||||||||||||||||||||||
Non-current | ||||||||||||||||||||||||||||||||
Post-employment obligations (12) | — | — | 2,033,205 | 2,046,426 | — | — | — | — | ||||||||||||||||||||||||
Operational leasing (13) | 202,460 | — | 159,864 | — | — | — | — | — | ||||||||||||||||||||||||
Cemig Saúde | ||||||||||||||||||||||||||||||||
Current | ||||||||||||||||||||||||||||||||
Health Plan and Dental Plan (14) | — | — | 132,606 | 120,344 | — | — | (113,451 | ) | (93,068 | ) | ||||||||||||||||||||||
Non-current | ||||||||||||||||||||||||||||||||
Health Plan and Dental Plan (14) | — | — | 2,311,095 | 2,271,007 | — | — | — | — |
Main points in the above:
(1) | This refers to sale of power to the government of Minas Gerais State – the price of the supply is that decided by Aneel through a Resolution which decides the Company’s annual tariff adjustment. In 2017 the government of Minas Gerais State signed a debt recognition agreement with Cemig D for payment of debits relating to the supply of power due and unpaid, in the amount of R$113,032, to be settled in 24 installments, inflation-adjusted monthly by theIGP-M index, up to November 2019. The first installment, of R$5,418, was paid in December 2017. Fifteen installments were unpaid at June 30, 2019. These receivables have guarantee in the form of Cemig’s right to retain dividends and Interest on Equity otherwise payable to the State (in proportion to the State’s equity interest in the Company), for as long as any payments are overdue or in default. The amount of the CIP++ relating to the debt recognition agreement at January 31, 2018 is R$2,050. |
(2) | This refers to the recalculation of the inflation adjustment of amounts relating to the Advance against Future Capital Increase (AFAC), which were returned to the State of Minas Gerais. Amount transferred to Accounts receivable from Minas Gerais State, on September 30, 2017 (see Note 12); |
(3) | Transactions in energy between generators and distributors were made in auctions organized by the federal government; transactions for transport of energy, made by transmission companies, arise from the centralized operation of the National Grid carried out by the National System Operator (ONS). |
(4) | Refers to a contract to provide plant operation and maintenance services. |
(5) | In 2017, payments of R$70,100 were made to Santo Antônio Energia, subsidiary of Madeira Energia: R$51,874 was advanced by Cemig GT; R$11,917 by Sá Carvalho; and R$6,309 by Rosal. The last installment was paid in January 2019. |
(6) | This refers to reimbursement for the supply that was decontracted due to alteration of the power purchase agreements (CCEARs) between Santo Antônio Energia S.A., a subsidiary of Madeira Energia, and Cemig Distribuição – totaling R$84,092, to be settled in 24 monthly installments, with inflation adjustment by the Selic rate and maturities up to January 2020. The outstanding amount at June 30, 2019 was R$24,527. |
(7) | Refers to advance payments for energy supply made in 2019 to Norte Energia, established by auction and by contract registered with the CCEE. In June, Norte Energia delivered contracted supply in the amount of R$ 10,267. In full-year 2020 it will deliver contracted supply in the amount of R$ 40,081. Of this amount, R$ 19,931 is presented in current assets, and R$ 20,150 innon-current assets, on June 30, 2019. There is no financial updating of the contract; |
(8) | As mentioned in Note 17(b), in June 2019, due to the uncertainties related to continuity of Renova, an estimated loss on realization of the receivables was recorded for the full value of the balance, R$ 688 million. |
(9) | This refers to a contract for development of management software between Cemig D and Axxiom Soluções Tecnológicas S.A., instituted in Aneel Dispatch 2657/2017; |
(10) | The contracts of Forluz are updated by the Expanded Customer Price Index (Índice Nacional de Preços ao Consumidor Amplo, or IPCA) calculated by the Brazilian Geography and Statistics Institute (IBGE) plus interest of 6% p.a. and will be amortized up to business year 2031 (see Note 25); |
(11) | The Company’s contributions to the pension fund for the employees participating in the Mixed Plan, and calculated on the monthly remuneration, in accordance with the regulations of the Fund. |
(12) | Funds for annual current administrative costs of the Pension Fund in accordance with the specific legislation of the sector. The amounts are estimated as a percentage of the Company’s payroll. |
(13) | Rental of the Company’s administrative head offices, in effect up to October 2020 (able to be extended every five years, up to 2035) and February 2019 (able to be extended every five years, up to 2034, in final phase of renewal), with annual inflation adjustment by the IPCA index and price reviewed every 60 months (see Note 20); |
(14) | Post-employment obligations – health and dental plan (Note nº 25). |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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Dividends receivable from subsidiaries
Dividends receivable | Consolidated | Parent company | ||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Cemig GT | — | — | 617,121 | 659,622 | ||||||||||||
Cemig D | — | — | 182,435 | 267,435 | ||||||||||||
Gasmig | — | — | 113,686 | — | ||||||||||||
Others (1) | 45,519 | 119,743 | 23,313 | 18,527 | ||||||||||||
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45,519 | 119,743 | 936,555 | 945,584 | |||||||||||||
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(1) | The subsidiaries grouped in ‘Others’ are identified in the table above under “Interest on Equity, and Dividends”. |
Loans from related parties
In September 2018 a loan agreement was signed between Cemig GT (lender) and Cemig (borrower), for R$400,000, to be settled in a single payment in December 2019, bears interest at 125.52% of the CDI rate. As a guarantee, Cemig signed a promissory note in the amount of R$442,258, corresponding to the amount of the debt plus the estimated interest for the15-month period of the agreement. On June, 30, 2019, R$46,599 was amortized, remaining the updated balance of R$376,363. On July 19, 2019, this loan was settled in full, in the amount of R$ 377,746.
Guarantees on loans, financing and debentures
Cemig has provided guarantees on loans, financings and debentures of the following related parties, excluded Light, not consolidated in the financial statements because they are jointly-controlled entities or affiliated companies:
Related party | Relationship | Type | Objective | Jun. 30, 2019 | Maturity | |||||||||
Light (1) | Controlled | Counter-guarantee | Financing | 683,615 | 2042 | |||||||||
Norte Energia (NESA) | Affiliated company | Surety | Financing | 2,566,534 | 2042 | |||||||||
Santo Antônio Energia (SAESA) (2) | Jointly-controlled | Surety | Financing | 920,238 | 2034 | |||||||||
Santo Antônio Energia (SAESA) (2) | Jointly-controlled | Surety | Debentures | 419,114 | 2037 | |||||||||
Centroeste | Jointly-controlled | Surety | Financing | 6,017 | 2023 | |||||||||
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4,595,518 | ||||||||||||||
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(1) | Related to Norte Energia financing. |
(2) | Corporate guarantee given by Cemig to Saesa. |
At June 30, 2019, management believes that there is no need to recognize any provisions in the Company’s interim accounting statements for the purpose of meeting any obligations arising under these sureties and/or guarantees.
Cash investments in FIC Pampulha – the investment fund of Cemig and its subsidiaries and affiliates
Cemig and its subsidiaries and affiliates invest part of their financial resources in an investment fund which has the characteristics of fixed income and obeys the Company’s cash investment policy. The amounts invested by the fund at June 30, 2019 are reported in Marketable Securities in Current orNon-current assets, or presented after deduction of the account lineDebentures in Current orNon-current liabilities.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
157
The funds are allocated only in public and private fixed income securities, subject only to credit risk, with various maturity periods, obeying the unit holders’ cash flow needs.
Financial investments of the investment fund in marketable securities of related parties are as follows:
Issuer of security | Type | Annual contractual conditions | Maturity | Jun. 30, 2019 | ||||||||||||||||||||||
Cemig 4.19% | Cemig GT 4.30% | Cemig D 6.86% | Other subsidiaries 16.06%(1) | Total 31.41% | ||||||||||||||||||||||
ETAU (1) | Debentures | 108.00% do CDI | 01/12/2019 | 421 | 432 | 689 | 1,615 | 3,157 | ||||||||||||||||||
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421 | 432 | 689 | 1,615 | 3,157 | ||||||||||||||||||||||
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Issuer of security | Type | Annual contractual conditions | Maturity | Dec. 31, 2018 | ||||||||||||||||||||||||||||
Cemig 4.65% | Cemig GT 0.75% | Cemig D 24.47% | Other subsidiaries 14.33% (1) | Total 44.20% | ||||||||||||||||||||||||||||
ETAU (1) | Debentures | 108.00% do CDI | 01/12/2019 | 468 | 75 | 2,463 | 1,442 | 4,448 | ||||||||||||||||||||||||
LIGHT | Promissory Note | CDI + 3.50% | 22/01/2019 | 334 | 54 | 1,754 | 1,130 | 3,272 | ||||||||||||||||||||||||
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802 | 129 | 4,217 | 2,572 | 7,720 | ||||||||||||||||||||||||||||
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(1) | Empresa de Transmissão do Alto Uruguai S.A. |
Remuneration of key management personnel
The total costs of key personnel, comprising the Executive Board, Audit Board, Fiscal Council and Board of Directors – are within the limits approved by a General Meeting of Shareholders, and the effects in the Income statements of the years ended June 30, 2019 and 2018 are as follows:
Jan to Jun 2019 | Jan to Jun 2018 | |||||||
Remuneration | 14,253 | 16,906 | ||||||
Profit shares | 5,078 | 3,599 | ||||||
Assistance benefits | 965 | 1,327 | ||||||
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Total | 20,296 | 21,832 | ||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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33. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT |
a) | Classification of financial instruments and fair value |
The principal financial instruments, classified in accordance with the accounting principles adopted by the Company, are as follows:
Level | Jun. 30, 2019 | Dec. 31, 2018 | ||||||||||||||||||
Balance | Fair value | Balance | Fair value | |||||||||||||||||
Financial assets | ||||||||||||||||||||
Amortized cost (1) | ||||||||||||||||||||
Marketable Securities – Cash investments | 2 | 90,959 | 90,959 | 116,513 | 116,513 | |||||||||||||||
Customers and Traders; Concession holders (transmission service) | 2 | 4,286,570 | 4,286,570 | 3,927,651 | 3,927,651 | |||||||||||||||
Restricted cash | 2 | 100,936 | 100,936 | 90,993 | 90,993 | |||||||||||||||
Customers – Accounts receivable from Minas Gerais State | 2 | 296,895 | 296,895 | 244,960 | 244,960 | |||||||||||||||
Other accounts receivable from Minas Gerais State (CIP) | 2,050 | 2,050 | 2,050 | 2,050 | ||||||||||||||||
Accounts receivable from Minas Gerais State (AFAC) | 2 | 238,428 | 238,428 | 245,566 | 245,566 | |||||||||||||||
Concession financial assets –CVA (Portion ‘A’ Costs Variation Compensation) Account, andOther financial components | 3 | 1,130,865 | 1,130,865 | 1,080,693 | 1,080,693 | |||||||||||||||
Reimbursement of tariff subsidies | 2 | 96,373 | 96,373 | 90,845 | 90,845 | |||||||||||||||
Low-income subsidy | 2 | 27,696 | 27,696 | 30,232 | 30,232 | |||||||||||||||
Escrow deposits | 2 | 2,487,900 | 2,487,900 | 2,501,512 | 2,501,512 | |||||||||||||||
Concession grant fee – Generation concessions | 3 | 2,457,733 | 2,457,733 | 2,408,930 | 2,408,930 | |||||||||||||||
Reimbursements receivable – Transmission | 1,323,042 | 1,323,042 | 1,296,314 | 1,296,314 | ||||||||||||||||
Accounts receivable – Renova | 2 | — | — | 507,038 | 507,038 | |||||||||||||||
Reimbursement – Decontracting of supply | 2 | 24,527 | 24,527 | 45,550 | 45,550 | |||||||||||||||
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12,563,974 | 12,563,974 | 12,588,847 | 12,588,847 | |||||||||||||||||
Fair value through profit or loss | ||||||||||||||||||||
Cash equivalents – Cash investments | 658,192 | 658,192 | 783,288 | 783,288 | ||||||||||||||||
Securities | ||||||||||||||||||||
Bank certificates of deposit | 2 | 246 | 246 | — | — | |||||||||||||||
Treasury Financial Notes (LFTs) | 1 | 397,428 | 397,428 | 253,868 | 253,868 | |||||||||||||||
Financial Notes – Banks | 2 | 184,143 | 184,143 | 434,735 | 434,735 | |||||||||||||||
Debentures | 2 | 5,190 | 5,190 | 7,118 | 7,118 | |||||||||||||||
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1,245,199 | 1,245,199 | 1,479,009 | 1,479,009 | |||||||||||||||||
Derivative financial instruments (Swaps) | 3 | 1,384,270 | 1,384,270 | 813,335 | 813,335 | |||||||||||||||
Derivative financial instruments (Ativas and Sonda Put options) | 3 | 4,975 | 4,975 | 4,460 | 4,460 | |||||||||||||||
Concession financial assets – Distribution infrastructure | 3 | 421,904 | 421,904 | 395,743 | 395,743 | |||||||||||||||
Reimbursements receivable – Generation | 3 | 816,202 | 816,202 | 816,202 | 816,202 | |||||||||||||||
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3,872,550 | 3,872,550 | 3,508,749 | 3,508,749 | |||||||||||||||||
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16,436,524 | 16,436,524 | 16,097,596 | 16,097,596 | |||||||||||||||||
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Financial liabilities | ||||||||||||||||||||
Amortized cost (1) | ||||||||||||||||||||
Loans, financings and debentures | 2 | (13,876,389 | ) | (13,876,389 | ) | (14,771,828 | ) | (14,771,828 | ) | |||||||||||
Debt with pension fund (Forluz) | 2 | (615,200 | ) | (615,200 | ) | (651,966 | ) | (651,966 | ) | |||||||||||
Deficit of pension fund (Forluz) | 2 | (559,382 | ) | (559,382 | ) | (377,449 | ) | (377,449 | ) | |||||||||||
Concessions payable | 3 | (19,357 | ) | (19,357 | ) | (18,747 | ) | (18,747 | ) | |||||||||||
Suppliers | 2 | (1,840,794 | ) | (1,840,794 | ) | (1,801,252 | ) | (1,801,252 | ) | |||||||||||
Leasing transactions (2) | 2 | (311,212 | ) | (311,212 | ) | — | — | |||||||||||||
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(17,222,334 | ) | (17,222,334 | ) | (17,621,242 | ) | (17,621,242 | ) | |||||||||||||
Fair value through profit or loss | ||||||||||||||||||||
Derivative financial instruments (SAAG put options) | 3 | (441,094 | ) | (441,094 | ) | (419,148 | ) | (419,148 | ) | |||||||||||
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(441,094 | ) | (441,094 | ) | (419,148 | ) | (419,148 | ) | |||||||||||||
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(17,663,428 | ) | (17,663,428 | ) | (18,040,390 | ) | (18,040,390 | ) | |||||||||||||
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(1) | On June 30, 2019 and December 31, 2018 the book values of financial instruments reflect their fair values. |
(2) | Leasing transactions have been recognized in accordance with initial adoption of IFRS 16 / CPC 06 (R2). For more information see Note 20. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
159
At the initial recognition the Company measures its financial assets and liabilities at fair value and classifies them according to the accounting standards currently in effect.Fair value is a measurement based on assumptions that market participants would use in pricing an asset or liability. The Company uses the following classification to its financial instruments:
◾ | Level 1 — Active market – Quoted prices: A financial instrument is considered to be quoted in an active market if the prices quoted are promptly and regularly made available by an exchange or organizedover-the-counter market, by operators, by brokers or by a market association, by entities whose purpose is to publish prices, or by regulatory agencies, and if those prices represent regular arm’s length market transactions made without any preference. |
◾ | Level 2 — No active market – Valuation technique: For an instrument that does not have an active market, fair value should be found by using a method of valuation/pricing. Criteria such as data on the current fair value of another instrument that is substantially similar, or discounted cash flow analysis or option pricing models, may be used. The objective of the valuation technique is to establish what would be the transaction price on the measurement date in anarm’s-length transaction motivated by business considerations. |
◾ | Level 3 — No active market – No observable inputs: The fair value of investments in securities for which there are no prices quoted on an active market, and/or of derivatives linked to them which are to be settled by delivery of unquoted securities, is determined based on generally accepted valuation techniques, such as on discounted cash flow analysis or other valuation techniques such as, for example, new replacement value (Valor novo de reposição, or VNR). |
Fair value calculation of financial positions
Distribution infrastructure concession financial assets, and Transmission concession financial assets – Assets remunerated by tariff: These are measured at New Replacement Value (Valor novo de reposição, or VNR), according to criteria established by the Concession-granting power (‘Grantor’), based on fair value of the concession assets in service and which will be revertible at the end of the concession, and on the weighted average cost of capital (WACC) used by the Grantor, which reflects the concession holder’s return on the operations of the concession. The VNR and the WACC are public information, disclosed by the Grantor and by Cemig respectively. Changes in concession financial assets are disclosed in Note 15.
Indemnifiable receivable – Transmission: These are measured at New Replacement Value (Valor novo de reposição, or VNR), according to criteria set by the Concession-granting power (‘Grantor’), based on fair value of the assets to be reimbursed as a result of acceptance of the terms of Law 12783/13, and on the weighted average cost of capital (WACC) used by the Grantor, which reflects the concession holder’s return on the operations of the concession. The VNR and the WACC are public information disclosed by the Grantor and by Cemig, respectively.
Indemnifiable receivable – Generation: Measured at New Replacement Value (VNR), as per criteria set by regulations of the grantor power, based on the fair value of the assets to be indemnify on termination of the concession.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
160
Marketable securities: The fair value of marketable securities is determined taking into consideration the market prices of the investments, or market information that makes such calculation possible, and future rates in the fixed income and FX markets applicable to similar securities. The market value of the security is deemed to be its maturity value discounted to present value by the discount rate obtained from the market yield curve.
Put options: The Company adopted the Black-Scholes-Merton method for measuring fair value of the SAAG, RME and Sonda options. The fair value of these options was calculated on the basis of the estimated exercise price on the day of exercise of the option, less the fair value of the underlying shares, also estimated for the date of exercise, brought to present value at the reporting date.
Swaps: Fair value was calculated based on the market value of the security at its maturity adjusted to present value by the discount rate obtained from the market yield curve.
Other financial liabilities: Fair value of its loans, financings and debentures were determined using 142.17% of the CDI rate – based on its most recent funding. For the loans, financings and debentures, and debt renegotiated with Forluz, with annual rates between IPCA + 4.70% to 8.07% and CDI + 0.64% to 3.26%, Company believes that their carrying amount is approximated to their fair value.
b) | Derivative financial instruments |
Put options
The Company and its subsidiaries hold options to sell certain securities (put options) for which it has calculated the fair value based on the Black and Scholes Merton (BSM) model, considering the following variables assumptions: exercise price of the option; closing price of the underlying asset as of June 30, 2019; risk-free interest rate; volatility of the price of the underlying asset; and time to maturity of the option.
Analytically, calculation of the exercise price of the options, the risk-free interest rate and the time to maturity is primarily deterministic, so that the main divergence in the put options takes place in the measurement of the closing price and the volatility of the underlying asset.
On June 30, 2019 and December 31, 2018 the Company’s options were as follows:
Consolidated | Balance at Jun. 30, 2019 | Balance at Dec. 31, 2018 | ||||||
Put option – SAAG | 441,094 | 419,148 | ||||||
Put / call options – Ativas and Sonda | (4,975 | ) | (4,460 | ) | ||||
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436,119 | 414,688 | |||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
161
Put option – SAAG
Option Contracts were signed between Cemig GT and the private pension entities that participate in the investment structure of SAAG (comprising FIP Melbourne, Parma Participações S.A. and FIP Malbec, jointly, ‘the Investment Structure’), giving those entities the right to sell units in the Funds that comprise the Investment Structure, at the option of the Funds, in the 84th (eighty-fourth) month from June 2014. Under these contracts the exercise price of the Put Options would be the amount invested by each of the private pension plan in the Investment Structure, updatedpro rata temporis by the Expanded National Customer Price (IPCA) index published by the IBGE, plus interest at 7% per year, less such dividends and Interest on Equity as shall have been paid by SAAG to the pension lpan entities. This option was considered to be a derivative instrument, accounted at fair value through profit or loss.
For measurement of the fair value of the SAAG put option Cemig GT uses the Black-Scholes-Merton (‘BSM’) model. The assumption was made that the future expenditures of FIP Malbec and FIP Melbourne are insignificant, so that the options are valued as if they hold direct equity interests at Mesa. However, neither SAAG nor Mesa are traded on a securities exchange, so that some assumptions are necessary for calculation of the price of the asset and its volatility for application of the BSM model. The closing price of the shares of Mesa on June, 30, 2019, is ascertained from free cash flow to equity, in proportion to the indirect interests held by the FIPs. Volatility is measured as an average of historic volatility of comparable generation companies listed on the B3 (assuming that the data series for the difference of capitalized returns, over time, follows a normal distribution).
Based on the studies made, a liability of R$441,094 (R$419,148 on December 31, 2018) is recorded in the Company’s interim accounting information, for the difference between the exercise price and the estimated fair value of the assets.
Changes in the values of the options are as follows:
Consolidated | ||||
Balance at Dec. 31, 2017 | 311,593 | |||
Change in fair value | 24,606 | |||
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Balance at Jun. 30, 2018 | 336,199 | |||
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Balance at Dec. 31, 2018 | 419,148 | |||
Change in fair value | 21,946 | |||
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Balance at Jun. 30, 2019 | 441,094 | |||
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Cemig GT performed the sensitivity analysis of the exercise price of the option, varying the risk-free interest rate and the volatility, keeping the other variables of the model unchanged. In this context, scenarios for the risk-free interest rate at 3.85% p.a. to 7.85% p.a., and for volatility between 17% and 77% p.a., were used, resulting in estimates of minimum and maximum price for the put option of R$421,128 and R$463,799, respectively.
This option for sale of investments could potentially dilute basic profit per share in the future; it has not caused dilution of profit per share in the business years presented here.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
162
Sonda options
As part of the process of shareholding restructuring, CemigTelecom and Sonda signed a Call Option Agreement (issued by CemigTelecom) and a Put Option Agreement (issued by Sonda). Considering the merger of Cemig Telecom into Cemig, on March 31, 2018, the option contract is now between Cemig and Sonda.
This resulted in Cemig simultaneously having a right (put option) and an obligation (call option). The exercise price of the put option will be equivalent to fifteen times the adjusted net profit of Ativas in the business year prior to the exercise date. The exercise price of the call option will be equivalent to seventeen times the adjusted net profit of Ativas in the business year prior to the exercise date. Both options, if exercised, result in the sale of the shares in Ativas currently owned by the Company, and the exercise of one of the options results in nullity of the other. The options may be exercised as from January 1, 2021.
The put and call options in Ativas (‘the Ativas Options’) were measured at fair value and posted at their net value, i.e. the difference between the fair values of the two options on the reporting date of the interim financial statements at June 30, 2019. Depending on the value of the options, the net value of the Ativas Options may be an asset or a liability of the Company.
The measurement has been made using the Black-Scholes-Merton (BSM) model. In the calculation of the fair value of the Ativas Options based on the BSM model, the following variables are taken into account: closing price of the underlying asset on June 30, 2019; the risk-free interest rate; the volatility of the price of the underlying asset; the time to maturity of the option; and the exercise prices on the exercise date.
The closing price of the underlying asset was based on the valuation prepared by the same specialized consulting firm responsible for calculating the options. The valuation base date is June 30, 2019, the closing date of the Company’s Interim financial information, and the methodology used to calculate the fair value of the company is discounted cash flow (DCF) based on the value of the shares transaction of Ativas by Sonda, which took place on October 19, 2016. The calculation of the risk-free interest rate was based on yields of National Treasury Bills. The time to maturity was calculated assuming exercise date of December 31, 2021.
Considering that the exercise prices of the options are contingent upon the future financial results of Ativas, the estimate of the exercise prices on the date of maturity was based on statistical analyses and on information of comparable listed companies.
Swap transactions
Considering that part of the loans and financings of the Cemig GT is denominated in foreign currency, the Company uses derivative financial instruments (swap transactions) to protect the servicing associated with these debts (principal plus interest).
The derivative financial instruments contracted have the purpose of protecting the operations against the risks arising from foreign exchange variation and are not used for speculative purposes.
The notional amount of derivative transactions are not presented in the statement of financial position, since they refer to transactions that do not require cash as only the gains or losses that actually incurred are recorded. The net result of those transactions on June 30, 2019 was a positive adjustment of R$613,394 (Positive adjustment of R$180,429 on June 30, 2018), which was posted in Finance income (expenses).
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
163
The Company has a Financial Risks Management Committee, created to monitor the financial risks in relation to volatility and trends of inflation indices, exchange rates and interest rates that affect its financial transactions and which could negatively affect its liquidity and profitability. The Committee implements action plans and sets guidelines for proactive control of the financial risks environment.
The counterparties of the derivative transactions are the banks Bradesco, Itaú, Goldman Sachs and BTG Pactual and the Company is guarantor of the derivative instruments contracted by Cemig GT.
This table presents the derivative instruments contracted at June 30, 2019 and December 31, 2018:
Eurobond terms: payable by Cemig GT (1) | Terms of swap: payable by Cemig GT (1) | Maturity period | Trading market | Value of principal contracted US$ ’000 (2) | Unrealized gain (loss) R$ ’000 | Unrealized gain (loss) R$ ’000 | ||||||||||||||||||||
According to contract Jun. 30, 2019 | Fair value Jun. 30, 2019 | According to contract Dec. 31, 2018 | Fair value Dec. 31, 2018 | |||||||||||||||||||||||
In US$ 9.25% p.a. | R$ 150.49% of CDI | Interest: Half-yearly Principal: Dec. 2024 | Over-the-counter | US$ | 1,000,000 | 592,948 | 1,021,334 | 679,530 | 626,888 | |||||||||||||||||
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In US$ 9.25% p.a. | R$ 125.52% | Interest: Half-yearly Principal: | Over-the-counter | US$ | 500,000 | 1,804 | 362,936 | 32,781 | 186,447 | |||||||||||||||||
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594,752 | 1,384,270 | 712,311 | 813,335 | |||||||||||||||||||||||
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Current assets | 114,916 | 69,643 | ||||||||||||||||||||||||
Non-current assets | 1,269,354 | 743,692 |
(1) | For the initial Eurobond issue of US$1 billion, placed in December 2017: (1) for the principal, a call spread was contracted, with floor at R$3.25/US$ and ceiling at R$5.00/US$; and (2) a swap was contracted for the total of the interest, replacing the 9.25% p.a. coupon in US$ with an obligation in Reais at an average rate equivalent to 150.49% of the CDI. For the additional US$500 million tranche of the same Eurobond, in July 2018: (1) a call spread was contracted for the principal, with floor at R$3.85/US$ and ceiling at R$5.00/US$; and (2) a swap was contracted for the whole of the interest, replacing the 9.25% p.a. coupon in US$ with an average rate in Reais equivalent to 125.52% of the CDI rate. |
(2) | In thousands of US dollars. |
In accordance with market practice, Cemig GT uses amark-to-market method to measure its hedge derivatives for its Eurobonds. The principal indicators for measuring the fair value of the swap are the DI and dollar futures curves on the São Paulo B3 exchange.The Black & Scholes model is used to price the call spread.
The fair value found on June 30, 2019 was R$1,384,270 (R$813,335 on December 31, 2018), which would be a reference point if the Company were to liquidate the hedges on June 30, 2019, but the swap contracts protect the company’s cash flow up to the maturity of the bonds in 2024. They have accrual value of R$594,752 at June 30, 2019 (R$712,311 on December 31, 2018).
Cemig GT is exposed to market risk as a function of having contracted this hedge, the principal potential impact being an alteration in futures of Brazilian interest rates or FX rates. Based on the futures curves for interest rates and the dollar, the Company estimates that in a probable scenario, its results would be affected by the swap and call spread at the end of the period in the amount of R$981,462 for the option (call spread) and R$407,752 for the swap – comprising a total of R$1,389,214.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
164
Cemig GT has measured the effects on its net income of reduction of the estimated fair value for the ‘probable’ scenario by 25% and 50%, respectively, as follows:
Parent company, and consolidated | Base scenario June 30, 2019 | ‘Probable’ scenario: | ‘Possible’ scenario: FX depreciation and interest rate increase 25% | ‘Remote’ scenario: FX depreciation and interest rate increase 50% | ||||||||||||
Swap, asset side | 6,294,855 | 6,239,745 | 5,240,047 | 4,320,787 | ||||||||||||
Swap, liability side | (5,887,031 | ) | (5,831,994 | ) | (5,964,152 | ) | (6,086,270 | ) | ||||||||
Option / Call spread | 976,446 | 981,462 | 981,462 | 981,462 | ||||||||||||
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Derivative hedge instrument | 1,384,270 | 1,389,213 | 257,357 | (784,021 | ) | |||||||||||
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The same methods of measuring used in marking to market of the derivative instruments described above were applied to the calculation of estimated fair value.
c) | Risk management |
Corporate risk management is a management tool that is an integral part of the Company’s corporate governance practices, and is aligned with the process of planning, which sets the Company’s strategic business objectives.
The Company has a Financial Risks Management Committee, the purpose of which is to implement guidelines and monitor the financial risk of transactions that could negatively affect the Company’s liquidity or profitability, recommending hedge protection strategies, when necessary, to control the Company’s exposure to foreign exchange rate risk, interest rate risk, and inflation risks, in alignment with the Company’s strategy.
The main risks to which the Company and its subsidiaries are exposed are as follows:
Exchange rate risk
Cemig and its subsidiaries are exposed to the risk of increase in exchange rates, with effect on Loans and financings, Suppliers, and cash flow. The net exposure to exchange rates is as follows:
Exposure to exchange rates | Jun. 30, 2019 | Dec. 31, 2018 | ||||||||||||||
Foreign currency | R$ | Foreign currency | R$ | |||||||||||||
US dollar | ||||||||||||||||
Loans and financings (Note 23) | 1,516,385 | 5,811,080 | 1,518,029 | 5,882,060 | ||||||||||||
Suppliers (Itaipu Binacional) | 73,694 | 282,410 | 69,166 | 268,004 | ||||||||||||
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1,590,079 | 6,093,490 | 1,587,195 | 6,150,064 | |||||||||||||
Euros | ||||||||||||||||
Loans and financings – Euros (Note 23) | — | — | 52 | 229 | ||||||||||||
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Net liabilities exposed | 6,093,490 | 6,150,293 | ||||||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
165
Sensitivity analysis
Based on information from its financial consultants, the Company estimates that in a probable scenario the variation of the exchange rates of foreign currencies in relation to the Real at June 30, 2020 will be a depreciation in the dollar exchange rate by 0.4854%, to R$3.8136/US$, and depreciation of the Euro rate by 1.00%, to R$4.4197/€. The Company has made a sensitivity analysis of the effects on its profit arising from depreciation of the Real exchange rate by 25%, and by 50%, in relation to this ‘probable’ scenario.
Risk: foreign exchange rate exposure | Book value | Probable’ scenario: US$1= R$3.8136 | Possible’ scenario US$1=R$4.7670 | ‘Remote’ scenario US$1=R$5.7204 | ||||||||||||
US dollar | ||||||||||||||||
Loans and financings | 5,811,080 | 5,782,875 | 7,228,594 | 8,674,313 | ||||||||||||
Suppliers (Itaipu Binacional) | 282,410 | 281,039 | 351,299 | 421,559 | ||||||||||||
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6,093,490 | 6,063,914 | 7,579,893 | 9,095,872 | |||||||||||||
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Net liabilities exposed | 6,093,490 | 6,063,914 | 7,579,893 | 9,095,872 | ||||||||||||
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Net effect of exchange rate variation | (29,576 | ) | 1,486,403 | 3,002,382 | ||||||||||||
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Company has entered into a swap operations to replace the exposure to the US dollar with exposure to variation in the CDI Rate, as described in more detail in the item ‘Swap Transactions’ in this Note.
Interest rate risk
Company and its subsidiaries are exposed to the risk of increase in Brazilian domestic interest rates. This exposure occurs as a result of net liabilities indexed to variation in interest rates, as follows:
Risk: Exposure to domestic interest rate changes | Consolidated – R$’000 | |||||||
Jun. 30, 2019 | Dec. 31, 2018 | |||||||
Assets | ||||||||
Cash equivalents (Note 5) – CDI rate | 658,192 | 783,288 | ||||||
Securities (Note 6) – CDI and Selic rates | 677,966 | 812,234 | ||||||
Accounts receivable – Renova (Note 32) – CDI | — | 507,038 | ||||||
Restricted cash – CDI | 100,936 | 90,993 | ||||||
CVA andOther financial components in tariffs – Selic rate (Note 15) | 1,130,865 | 1,080,693 | ||||||
Reimbursement – Decontracting of supply (Note 32) – CDI | 24,527 | 45,550 | ||||||
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2,592,486 | 3,319,796 | |||||||
Liabilities | ||||||||
Loans, financings and debentures – CDI rate (Note 23) | (4,772,952 | ) | (4,919,571 | ) | ||||
Loans, financings and debentures – TJLP (Note 23) | (246,533 | ) | (249,454 | ) | ||||
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(5,019,485 | ) | (5,169,025 | ) | |||||
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Net liabilities exposed | (2,426,999 | ) | (1,849,229 | ) | ||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
166
Sensitivity analysis
In relation to the risks of the most significant interest rates, the Company and its subsidiaries estimate that, in a probable scenario, on June 30, 2020 the Selic rate will be 5.25% and the TJLP will be 5.5826%. The Company and its subsidiaries have made a sensitivity analysis of the effects on its profit arising from increases in rates of 25% and 50% in relation to the ‘probable’ scenario. Variation in the CDI rate accompanies the variation in the Selic rate.
Risk: Increase in Brazilian interest rates | Jun. 30, 2019 | Jun. 30, 2020 | ||||||||||||||
Book value | ‘Probable’ scenario: SELIC 5.25% TJLP 5.5826% | ‘Possible’ scenario: SELIC 6.5625% TJLP 6.9783% | ‘Remote’ scenario: SELIC 7.8750% TJLP 8.3739% | |||||||||||||
Assets | ||||||||||||||||
Cash equivalents – Short-term investments (Note 5) | 658,192 | 692,747 | 701,386 | 710,025 | ||||||||||||
Securities (Note 6) | 677,966 | 713,559 | 722,458 | 731,356 | ||||||||||||
Restricted cash | 100,936 | 106,235 | 107,560 | 108,885 | ||||||||||||
CVA andOther financial components in tariffs – Selic rate (Note 15) | 1,130,865 | 1,190,235 | 1,205,078 | 1,219,921 | ||||||||||||
indemnity – Decontracting of supply (Note 32) | 24,527 | 25,815 | 26,137 | 26,459 | ||||||||||||
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2,592,486 | 2,728,591 | 2,762,619 | 2,796,646 | |||||||||||||
Liabilities | ||||||||||||||||
Loans, financings and debentures – CDI rate (Note 23) | (4,772,952 | ) | (5,023,532 | ) | (5,086,177 | ) | (5,148,822 | ) | ||||||||
Loans, financings and debentures – TJLP (Note 23) | (246,533 | ) | (260,296 | ) | (263,737 | ) | (267,177 | ) | ||||||||
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(5,019,485 | ) | (5,283,828 | ) | (5,349,914 | ) | (5,415,999 | ) | |||||||||
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Net assets (liabilities) exposed | (2,426,999 | ) | (2,555,237 | ) | (2,587,295 | ) | (2,619,353 | ) | ||||||||
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Net effect of variation in interest rates | (128,238 | ) | (160,296 | ) | (192,354 | ) | ||||||||||
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Inflation risk
The Company and its subsidiaries are exposed to risk of reduction of inflation, due to their having more assets than liabilities indexed to the variation of inflation indicators, as follows:
Company’s exposure to reduction in inflation | Jun. 30, 2019 | Dec. 31, 2018 | ||||||
Assets | ||||||||
Distribution-related Concession financial assets – IPCA index (1) | 421,904 | 395,743 | ||||||
Receivable from Minas Gerais state government (Debt recognition agreement) – IGPM index (Note 32) | 298,945 | 247,010 | ||||||
Receivable from Minas Gerais state govt. (AFAC) – IGPM (Note 12) | 238,428 | 245,566 | ||||||
Transmission reimbursement receivable – IPCA (Note 15) | 1,323,042 | 1,296,314 | ||||||
Concession Grant Fee – IPCA (Note 15) | 2,457,733 | 2,408,930 | ||||||
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4,740,052 | 4,593,563 | |||||||
Liabilities | ||||||||
Loans, financings and debentures – IPCA (Note 23) | (3,105,644 | ) | (3,791,340 | ) | ||||
Debt agreed with pension fund (Forluz) – IPCA | (615,200 | ) | (651,966 | ) | ||||
Forluz deficit solution plan – IPCA | (559,382 | ) | (377,449 | ) | ||||
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(4,280,226 | ) | (4,820,755 | ) | |||||
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Net assets (liabilities) exposed | 459,826 | (227,192 | ) | |||||
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(1) | Portion of concession financial assets relating to the Regulatory Remuneration Base of Assets ratified by Aneel after the third tariff review cycle. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
167
Sensitivity analysis
This analysis reflects the Company having more assets than liabilities indexed to inflation indicators. Cemig and its subsidiaries estimate that, in a probable scenario on June 30, 2020 the IPCA inflation index will be 3.65%, and the IGP–M inflation index will be 3.85%. The Company has made a sensitivity analysis of the effects on its profit arising from increases in inflation of 25% and 50% in relation to the ‘probable’ scenario, naming these the ‘possible’ and ‘remote’ scenarios, respectively.
Risk: Increase in inflation | Jun. 30, 2019 | Jun. 30, 2020 | ||||||||||||||
Amount Book value | ‘Probable’ scenario: IPCA 3,6472% IGPM 3,8476% | ‘Possible’ scenario (25%) IPCA 2,7354% IGPM 2,8857% | ‘Remote’ scenario (50%) IPCA 1,8236% IGPM 1,9238% | |||||||||||||
Assets | ||||||||||||||||
Distribution infrastructure-related Concession financial assets – IPCA (1) | 421,904 | 437,292 | 433,445 | 429,598 | ||||||||||||
Receivable from Minas Gerais state government (Debt recognition agreement) – IGPM index (Note 12) | 298,945 | 310,447 | 307,572 | 304,696 | ||||||||||||
Receivable from Minas Gerais state govt. (AFAC) – IGPM (Note 32) | 238,428 | 247,602 | 245,308 | 243,015 | ||||||||||||
Transmission – Reimbursement receivable – IPCA index (Note 15) | 1,323,042 | 1,371,296 | 1,359,232 | 1,347,169 | ||||||||||||
Concession Grant Fee – IPCA (Note 15) | 2,457,733 | 2,547,371 | 2,524,962 | 2,502,552 | ||||||||||||
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4,740,052 | 4,914,008 | 4,870,519 | 4,827,030 | |||||||||||||
Liabilities | ||||||||||||||||
Loans, financings and debentures – IPCA | (3,105,644 | ) | (3,218,913 | ) | (3,190,596 | ) | (3,162,279 | ) | ||||||||
Debt agreed with pension fund (Forluz) – IPCA | (615,200 | ) | (637,638 | ) | (632,028 | ) | (626,419 | ) | ||||||||
Forluz pension fund deficit solution plan | (559,382 | ) | (579,784 | ) | (574,683 | ) | (569,583 | ) | ||||||||
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(4,280,226 | ) | (4,436,335 | ) | (4,397,307 | ) | (4,358,281 | ) | |||||||||
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Net assets (liabilities) | 459,826 | 477,673 | 473,212 | 468,749 | ||||||||||||
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Net effect of variation in IPCA and IGPM indices | 17,847 | 13,386 | 8,923 | |||||||||||||
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(1) | Portion of the concession financial assets relating to the Regulatory Remuneration Base of Assets ratified by Aneel after the third tariff review cycle. |
Liquidity risk
Cemig has sufficient cash flow to cover the cash needs related to its operating activities. The Company manages liquidity risk with a group of methods, procedures and instruments that are coherent with the complexity of the business, and applied in permanent control of the financial processes, to guarantee appropriate risk management.
Cemig manages liquidity risk by permanently monitoring its cash flow in a conservative, budget-oriented manner. Balances are projected monthly, for each one of the companies, over a period of 12 months, and daily liquidity is projected over 180 days.
Short-term investments must comply with certain rigid investing principles established in the Company’s Cash Investment Policy, which was approved by the Financial Risks Management Committee. These include applying its resources in private credit investment funds, without market risk, and investment of the remainder directly in bank CDs or repo contracts which earn interest at the CDI rate.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
168
In managing cash investments, the Company seeks to obtain profitability through a rigid analysis of financial institutions’ credit, applying operational limits for each bank, based on assessments that take into account their ratings, exposures and balance sheets. It also seeks greater returns on investments by strategically investing in securities with longer investment maturities, while bearing in mind the Company’s minimum liquidity control requirements.
The greater part of the energy sold by the Company and its subsidiaries is generated by hydroelectric plants. A prolonged period of scarce rainfall can result in lower water volumes in the reservoirs of these plants, which can lead to an increase in the cost of acquisition of energy, due to replacement by thermoelectric sources, or reduction of revenues due to reduction in consumption caused by implementation of wide-ranging programs for saving of energy. Prolongation of generation by thermoelectric plants can pressure costs of acquisition of energy for the distributors, causing a greater need for cash, and can impact future tariff increases – as indeed has happened with the Extraordinary Tariff Review granted to the distributors in March 2015.
Any reduction in the Company’s ratings could result in a reduction of its ability to obtain new financings, and could also make it more difficult or costly to refinance debt not yet due. In this situation, any financing or refinancing of debt could have higher interest rates or might require compliance with more onerous covenants, which could additionally cause restrictions to the operations of the business.
The flow of payments of the obligations of the Company and its subsidiaries – to suppliers; for debt agreed with the pension fund; and under loans, financings and debentures, at floating and fixed rates, including future interest up to contractual maturity dates – is as follows:
Consolidated | Up to 1 month | 1 to 3 months | 3 months to 1 year | 1 to 5 years | Over 5 years | Total | ||||||||||||||||||
Financial instruments at (interest rates): | ||||||||||||||||||||||||
- Floating rates | ||||||||||||||||||||||||
Loans, financings and debentures | 155,097 | 273,927 | 3,279,402 | 8,970,674 | 6,803,430 | 19,482,530 | ||||||||||||||||||
Paid concessions | 220 | 432 | 1,901 | 8,681 | 13,959 | 25,193 | ||||||||||||||||||
Debt with pension plan (Forluz) (Note 25) | 11,811 | 23,624 | 108,350 | 636,973 | — | 780,758 | ||||||||||||||||||
Deficit of the pension plan (FORLUZ) (Note 25) | 5,230 | 10,488 | 120,120 | 209,997 | 694,510 | 1,040,345 | ||||||||||||||||||
Leasing agreements (Note 20) | 8,121 | 16,177 | 72,689 | 163,522 | 488,561 | 749,070 | ||||||||||||||||||
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180,479 | 324,648 | 3,582,462 | 9,989,847 | 8,000,460 | 22,077,896 | |||||||||||||||||||
- Fixed rate | ||||||||||||||||||||||||
Suppliers | 1,700,074 | 140,002 | 718 | — | — | 1,840,794 | ||||||||||||||||||
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1,880,553 | 464,650 | 3,583,180 | 9,989,847 | 8,000,460 | 23,918,690 | |||||||||||||||||||
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Parent company | Up to 1 month | 1 to 3 months | 3 months to 1 year | 1 to 5 years | Over 5 years | Total | ||||||||||||||||||
Financial instruments at (interest rates): | ||||||||||||||||||||||||
- Floating rates | ||||||||||||||||||||||||
Loans, financings and debentures | — | — | — | 52,842 | — | 52,842 | ||||||||||||||||||
Paid concessions | — | — | 391,960 | — | — | 391,960 | ||||||||||||||||||
Debt with pension plan (Forluz) (Note 25) | 581 | 1,162 | 5,331 | 31,339 | — | 38,413 | ||||||||||||||||||
Deficit of the pension plan (FORLUZ) (Note 25) | 257 | 516 | 5,910 | 10,332 | 34,170 | 51,185 | ||||||||||||||||||
Leasing agreements (Note 20) | 257 | 455 | 2,040 | 2,036 | 5,676 | 10,464 | ||||||||||||||||||
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1,095 | 2,133 | 405,241 | 96,549 | 39,846 | 544,864 | |||||||||||||||||||
- Fixed rate | ||||||||||||||||||||||||
Suppliers | 7,562 | — | — | — | — | 7,562 | ||||||||||||||||||
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8,657 | 2,133 | 405,241 | 96,549 | 39,846 | 552,426 | |||||||||||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
169
Credit risk
The distribution concession contract requires levels of service on a very wide basis within the concession area; disconnection of supply of defaulting customers is permitted. The Company uses numerous tools of communication and collection to avoid increase in default. These include: telephone contact, emails, text messages, collection letters, listing the customer on credit protection registers, and collection through the courts.
The risk arising from the possibility of Cemig and its subsidiaries incurring losses as a result of difficulty in receiving amounts billed to its customers is considered to be low. The credit risk is also reduced by the extremely wide customer base.
The provision for doubtful debtors constituted on June 30, 2019, considered to be adequate in relation to the credits in arrears receivable by the Company and its subsidiaries was R$787,260.
In relation to the risk of losses resulting from insolvency of the financial institutions where the Company or its subsidiaries have deposits, a Cash Investment Policy was approved and has been in effect since 2004, and is reviewed annually.
Cemig and its subsidiaries manage the counterparty risk of financial institutions based on an internal policy approved by its Financial Risks Management Committee.
This Policy assesses and scales the credit risks of the institutions, the liquidity risk, the market risk of the investment portfolio and the Treasury operational risk. All investments are made in financial securities that have fixed-income characteristics, the majority of them indexed to the CDI rate. The Company does not make any transactions that would incorporate volatility risk into its financial statements.
As a management instrument, Cemig and its subsidiaries divides the investment of its funds between direct purchases of securities (own portfolio) and investment funds. The investment funds invest the funds exclusively in fixed income products, and companies of the Group are the only unit holders. They obey the same policy adopted in the investments for the Company’s directly-held own portfolio.
The minimum requirements for concession of credit to financial institutions are centered on three items:
1. | Ratings by three risk rating agencies. |
2. | Equity greater than R$400 million. |
3. | Basel ratio one percentage point above the minimum set by the Brazilian Central Bank. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
170
Banks that exceed these thresholds are classified in three groups, by the value of their equity; and within this classification, limits of concentration by group and by institution are set:
Group | Equity | Concentration | Limit per bank (% of equity)(1) | |||
A1 | Over R$3.5 billion | Minimum 80% | Between 6% and 9% | |||
A2 | R$1.0 billion to R$3.5 billion | Maximum 20% | Between 5% and 8% | |||
B | R$400 million to R$1.0 billion | Maximum 20% | Between 5% and 7% |
(1) | The percentage assigned to each bank depends on an individual assessment of indicators such as liquidity and quality of the credit portfolio. |
Further to these points, Cemig also sets two concentration limits:
1. | No bank may have more than 30% of the Group’s portfolio. |
2. | No bank may have more than 50% of the portfolio of any individual company. |
Risk of over-contracting and under-contracting of supply
Sale or purchase of power supply in the spot market to cover a positive or negative exposure of supply contracted, to serve the captive market of Cemig D, is a risk inherent to the energy distribution business. The regulatory limit for pass-through to customers of exposure to the spot market, valued at the difference between the distributor’s average purchase price and the spot price (PLD), is the range between 95% and 105% of the distributor’s contracted supply. Any exposure that can be proved to have arisen from factors outside the distributor’s control (‘involuntary exposure’) may also be passed through in full to customers. The Company’s Management is continually managing its contracts for purchase of power supply to mitigate the risk of exposure to the spot market.
Risk to continuity of the concession
The risk to continuity of the distribution concession arises from the new terms included in the extension of Cemig D’s concession for 30 years from January 1, 2016, as specified by Law 12783/13. The extension brought with it changes to the previous contract, making continuity of the concession conditional on compliance by the Distributor with new criteria for quality, and for economic and financial sustainability.
The extension is conditional on compliance with indicators contained in the contract itself, which aim to guarantee quality of the service provided and economic and financial sustainability of the company. These are determinant for actual continuation of the concession in the first five years of the contract, sincenon-compliance with them in two consecutive years, or in the fifth year, results in cancellation of the concession.
Additionally, as from 2021,non-compliance with the quality criteria for three consecutive years, or the minimum parameters for economic/financial sustainability for two consecutive years, results in opening of proceedings for termination of the concession.
The efficiency criteria for continuity of supply and for economic and for financial management, required to maintain the distribution concession, were met in the year ended June 30, 2019.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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Hydrological risk
The greater part of the energy sold by the Company’s subsidiaries is generated by hydroelectric plants. A prolonged period of scarce rainfall can result in lower water volumes in the reservoirs of these plants, which can lead to an increase in the cost of acquisition of energy, due to replacement by thermoelectric sources, or reduction of revenues due to reduction in consumption caused by implementation of wide-ranging programs for saving of energy. Prolonged generation of energy using the thermal plants can pressure distributors’ costs of acquisition of supply, causing a greater need for cash, and potentially increasing tariffs.
Risk of debt early maturity
The Company’s subsidiaries have loan contracts with restrictive covenants normally applicable to this type of transaction, related to compliance with a financial index.Non-compliance with these covenants could result in earlier maturity of debts.
On June 30, 2019 the Company and its subsidiaries were compliant with all the covenants for financial index requiring half-yearly, annual and permanent compliance, except fornon-compliance with thenon-financial covenant of the loan contracts with the CEF of the subsidiaries Central Eólica Praias de Parajuru and Central Eólica Volta do Rio. For further details, see Note 23.
Capital management
The comparisons of the Company’s consolidated net liabilities and its Equity are as follows:
Consolidated | Parent company | |||||||||||||||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |||||||||||||
Total liabilities | 46,695,691 | 43,915,346 | 1,896,180 | 1,987,772 | ||||||||||||
(–) Cash and cash equivalents | (748,540 | ) | (890,804 | ) | (35,146 | ) | (54,330 | ) | ||||||||
(–) Restricted cash | (100,936 | ) | (90,993 | ) | (129 | ) | (129 | ) | ||||||||
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Net liabilities | 45,846,215 | 42,933,549 | 1,860,905 | 1,933,313 | ||||||||||||
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Total equity | 18,860,292 | 15,939,327 | 17,489,512 | 14,578,719 | ||||||||||||
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Net liabilities / equity | 2.43 | 2.69 | 0.11 | 0.13 |
34. | THE ANNUAL TARIFF ADJUSTMENT FOR CEMIG D |
On May 28, 2019, the regulator (Aneel) approved the Annual Tariff Adjustment of Cemig D. This provided a tariff increase of 8.73%, whereas 1.60% corresponded to Cemig D’s manageable costs (Portion B) and the remaining portion, of 7.13%, has zero economic effect, not affecting profitability, since it represents direct pass-through, within the tariff, relating to the following items: (i) increase of 0.34% innon-manageable (‘Parcel A’) costs, relating mainly to purchase of energy supply, sector charges and transmission charges; (ii) increase of 9.24% in the financial components of the current process, led by the CVA currently being processed, which had an effect of 10.79%; and (iii) 2.45% was withdrawn from the financial components of the prior process.
The tariff adjustment is in effect from May 28, 2019 to May 27, 2020.
35. | OPERATING SEGMENTS |
The operational segments of the Company and its subsidiaries reflect their management and their organizational structure, and structure for monitoring of results. They are aligned with the regulatory framework of the Brazilian energy industry, which has different legislations for the sectors of generation, and transmission, of electric power.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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The Company also operates in the gas market, through its subsidiary Gasmig, and in other businesses with less impact on the results of its operations. These segments are reflected in the Company’s management, organizational structure, and monitoring of results. In accordance with the regulatory framework of the Brazilian energy sector, there is no segmentation by geographical area.
These tables show the consolidated operating costs and expenses for the periods ended June 30, 2019 and 2018:
INFORMATION BY SEGMENT AT JUNE 30, 2019 | ||||||||||||||||||||||||||||
DESCRIPTION | ELECTRICITY | GAS | OTHERS (1) | ELIMINATIONS | TOTAL | |||||||||||||||||||||||
GENERATION (1) | TRANSMISSION | DISTRIBUTION (1) | ||||||||||||||||||||||||||
ASSETS OF THE SEGMENT | 15,266,259 | 4,005,523 | 40,919,551 | 1,932,781 | 3,011,465 | 420,404 | 65,555,983 | |||||||||||||||||||||
INVESTMENTS IN AFFILIATES AND JOINTLY-CONTROLLED ENTITIES | 4,040,361 | 1,229,890 | — | — | 16,095 | — | 5,286,346 | |||||||||||||||||||||
ADDITIONS TO THE SEGMENT | 36,374 | — | 16,115 | 328 | — | — | 52,817 | |||||||||||||||||||||
ADDITIONS TO CONTRACT ASSETS | — | 82,989 | 347,052 | 19,069 | — | — | 449,110 | |||||||||||||||||||||
GOING CONCERN OPERATIONS | ||||||||||||||||||||||||||||
NET REVENUE | 3,804,889 | 329,457 | 7,785,779 | 902,123 | 254,645 | (146,922 | ) | 12,929,971 | ||||||||||||||||||||
COST OF ENERGY AND GAS | ||||||||||||||||||||||||||||
Energy bought for resale | (1,699,161 | ) | — | (3,455,727 | ) | — | — | 34,688 | (5,120,200 | ) | ||||||||||||||||||
Charges for use of the national grid | (92,252 | ) | — | (713,263 | ) | — | — | 104,344 | (701,171 | ) | ||||||||||||||||||
Gas bought for resale | — | — | — | (725,162 | ) | — | — | (725,162 | ) | |||||||||||||||||||
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Total | (1,791,413 | ) | — | (4,168,990 | ) | (725,162 | ) | — | 139,032 | (6,546,533 | ) | |||||||||||||||||
OPERATING COSTS AND EXPENSES | ||||||||||||||||||||||||||||
Personnel | (108,721 | ) | (60,092 | ) | (463,651 | ) | (23,130 | ) | (21,478 | ) | — | (677,072 | ) | |||||||||||||||
Employees’ and managers’ profit shares | (24,743 | ) | (17,588 | ) | (120,976 | ) | — | (11,208 | ) | — | (174,515 | ) | ||||||||||||||||
Post-employment obligations | (24,447 | ) | (18,184 | ) | (134,323 | ) | — | (21,745 | ) | — | (198,699 | ) | ||||||||||||||||
Materials | (8,022 | ) | (2,135 | ) | (29,102 | ) | (907 | ) | (103 | ) | 13 | (40,256 | ) | |||||||||||||||
Outsourced services | (58,556 | ) | (20,422 | ) | (486,762 | ) | (9,265 | ) | (13,823 | ) | 2,859 | (585,969 | ) | |||||||||||||||
Depreciation and amortization | (111,236 | ) | (2,699 | ) | (325,019 | ) | (37,921 | ) | (2,424 | ) | — | (479,299 | ) | |||||||||||||||
Operating provisions (reversals) and adjustments for operational losses | (733,237 | ) | (9,781 | ) | (194,748 | ) | (1,520 | ) | (39,093 | ) | — | (978,379 | ) | |||||||||||||||
Infrastructure construction costs | — | (82,989 | ) | (363,167 | ) | (19,069 | ) | — | — | (465,225 | ) | |||||||||||||||||
Other operating expenses (revenues), net | (10,615 | ) | (7,550 | ) | (81,049 | ) | (4,582 | ) | 4,924 | 5,018 | (93,854 | ) | ||||||||||||||||
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Total cost of operation | (1,079,577 | ) | (221,440 | ) | (2,198,797 | ) | (96,394 | ) | (104,950 | ) | 7,890 | (3,693,268 | ) | |||||||||||||||
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OPERATING COSTS AND EXPENSES | (2,870,990 | ) | (221,440 | ) | (6,367,787 | ) | (821,556 | ) | (104,950 | ) | 146,922 | (10,239,801 | ) | |||||||||||||||
Share of profit (loss) of associates and joint ventures, net | 3,347 | 100,567 | — | — | (414 | ) | — | 103,500 | ||||||||||||||||||||
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OPER. PROFIT BEFORE FIN. REV. (EXP.) AND TAXES | 937,246 | 208,584 | 1,417,992 | 80,567 | 149,281 | — | 2,793,670 | |||||||||||||||||||||
Financial revenues | 946,898 | 65,550 | 1,250,669 | 50,880 | 308,991 | — | 2,622,988 | |||||||||||||||||||||
Financial expenses | (409,417 | ) | (45,928 | ) | (329,796 | ) | (12,320 | ) | (18,500 | ) | — | (815,961 | ) | |||||||||||||||
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PRE-TAX PROFIT | 1,474,727 | 228,206 | 2,338,865 | 119,127 | 439,772 | — | 4,600,697 | |||||||||||||||||||||
ncome and Social Contribution taxes | (680,745 | ) | (59,037 | ) | (771,698 | ) | (39,593 | ) | (137,399 | ) | — | (1,688,472 | ) | |||||||||||||||
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NET INCOME (LOSS) FOR THE PERIOD | 793,982 | 169,169 | 1,567,167 | 79,534 | 302,373 | — | 2,912,225 | |||||||||||||||||||||
Equity holders of parent company | 793,982 | 169,169 | 1,567,167 | 79,159 | 302,373 | — | 2,911,850 | |||||||||||||||||||||
Non-controlling interest (Note 27) | — | — | — | 375 | — | — | 375 | |||||||||||||||||||||
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793,982 | 169,169 | 1,567,167 | 79,534 | 302,373 | — | 2,912,225 | ||||||||||||||||||||||
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(1) | As stated in Note 35, certain assets in generation, distribution, telecommunications and other market segments were classified as held for sale. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
173
INFORMATION BY SEGMENT ON JUNE 30, 2018 | ||||||||||||||||||||||||||||||||
DESCRIPTION | ELECTRICITY | GAS | TELECOMS(*) | OTHER | ELIMINATIONS | TOTAL | ||||||||||||||||||||||||||
GENERATION | TRANSMISSION | DISTRIBUTION | ||||||||||||||||||||||||||||||
ASSETS OF THE SEGMENT | 14,368,687 | 3,811,813 | 19,790,695 | 1,812,803 | 311,017 | 1,689,160 | (46,049 | ) | 41,738,126 | |||||||||||||||||||||||
INVESTMENT IN AFFILIATES AND JOINTLY-CONTROLLED ENTITIES | 4,709,952 | 1,130,140 | 1,838,752 | — | — | 24,708 | — | 7,703,552 | ||||||||||||||||||||||||
ADDITIONS TO THE SEGMENT | 170,045 | — | 361,492 | 20,969 | 7,631 | 1,016 | — | 561,153 | ||||||||||||||||||||||||
ADDITIONS TO FINANCIAL ASSETS | — | 4,732 | — | — | — | — | — | 4,732 | ||||||||||||||||||||||||
CONTINUED OPERATIONS | ||||||||||||||||||||||||||||||||
NET REVENUE | 3,038,039 | 326,689 | 6,528,045 | 730,704 | — | 65,045 | (146,553 | ) | 10,541,969 | |||||||||||||||||||||||
COST OF ENERGY AND GAS | ||||||||||||||||||||||||||||||||
Energy bought for resale | (1,705,024 | ) | — | (3,412,396 | ) | — | — | (3 | ) | 34,825 | (5,082,598 | ) | ||||||||||||||||||||
Charges for use of national grid | (126,922 | ) | — | (780,585 | ) | — | — | — | 98,927 | (808,580 | ) | |||||||||||||||||||||
Gas bought for resale | — | — | — | (556,459 | ) | — | — | — | (556,459 | ) | ||||||||||||||||||||||
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Operating costs, total | (1,831,946 | ) | — | (4,192,981 | ) | (556,459 | ) | — | (3 | ) | 133,752 | (6,447,637 | ) | |||||||||||||||||||
OPERATING COSTS AND EXPENSES | ||||||||||||||||||||||||||||||||
Personnel | (114,985 | ) | (52,575 | ) | (460,306 | ) | (24,147 | ) | (9,893 | ) | (18,334 | ) | — | (680,240 | ) | |||||||||||||||||
Employees’ and managers’ profit shares | (2,901 | ) | (1,577 | ) | (12,674 | ) | — | 351 | (5,926 | ) | — | (22,727 | ) | |||||||||||||||||||
Post-employment obligations | (23,053 | ) | (13,317 | ) | (112,669 | ) | — | — | (20,358 | ) | — | (169,397 | ) | |||||||||||||||||||
Materials | (3,436 | ) | (1,727 | ) | (26,875 | ) | (854 | ) | (709 | ) | (115 | ) | 10 | (33,706 | ) | |||||||||||||||||
Outsourced services | (49,049 | ) | (18,880 | ) | (410,579 | ) | (8,275 | ) | (2,878 | ) | (9,123 | ) | 8,438 | (490,346 | ) | |||||||||||||||||
Depreciation and amortization | (81,980 | ) | — | (292,240 | ) | (36,142 | ) | (704 | ) | (234 | ) | — | (411,300 | ) | ||||||||||||||||||
Operating provisions (reversals) | (36,369 | ) | (3,962 | ) | (148,588 | ) | — | (213 | ) | (78,187 | ) | — | (267,319 | ) | ||||||||||||||||||
Construction costs | — | (4,732 | ) | (361,492 | ) | (17,419 | ) | — | — | — | (383,643 | ) | ||||||||||||||||||||
Other operating expenses, net | (23,434 | ) | (7,800 | ) | (110,686 | ) | (5,674 | ) | (1,991 | ) | (6,375 | ) | 4,353 | (151,607 | ) | |||||||||||||||||
Total cost of operation | (335,207 | ) | (104,570 | ) | (1,936,109 | ) | (92,511 | ) | (16,037 | ) | (138,652 | ) | 12,801 | (2,610,285 | ) | |||||||||||||||||
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OPERATING COSTS AND EXPENSES | (2,167,153 | ) | (104,570 | ) | (6,129,090 | ) | (648,970 | ) | (16,037 | ) | (138,655 | ) | 146,553 | (9,057,922 | ) | |||||||||||||||||
Share of profit (loss), net, of associates and joint ventures | (140,412 | ) | 102,474 | 16,743 | — | (763 | ) | (4,275 | ) | — | (26,233 | ) | ||||||||||||||||||||
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OPER. PROFIT BEFORE FIN. REV. (EXP.) AND TAXES | 730,474 | 324,593 | 415,698 | 81,734 | (16,800 | ) | (77,885 | ) | — | 1,457,814 | ||||||||||||||||||||||
Finance income | 244,465 | 14,640 | 182,241 | 27,825 | 780 | 21,218 | — | 491,169 | ||||||||||||||||||||||||
Finance expenses | (1,006,540 | ) | (2,343 | ) | (312,299 | ) | (19,984 | ) | (2,861 | ) | (1,774 | ) | — | (1,345,801 | ) | |||||||||||||||||
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PRE-TAX PROFIT | (31,601 | ) | 336,890 | 285,640 | 89,575 | (18,881 | ) | (58,441 | ) | — | 603,182 | |||||||||||||||||||||
Income and Social Contribution taxes | (22,990 | ) | (61,996 | ) | (91,241 | ) | (27,954 | ) | 5,769 | 27,567 | — | (170,845 | ) | |||||||||||||||||||
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NET PROFIT (LOSS) FROM CONTINUING OPERATIONS | (54,591 | ) | 274,894 | 194,399 | 61,621 | (13,112 | ) | (30,874 | ) | — | 432,337 | |||||||||||||||||||||
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DISCONTINUED OPERATIONS | ||||||||||||||||||||||||||||||||
Profit for the period from discontinued operations | — | — | — | — | 21,372 | — | — | 21,372 | ||||||||||||||||||||||||
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NET INCOME (LOSS) FOR THE PERIOD | (54,591 | ) | 274,894 | 194,399 | 61,621 | 8,260 | (30,874 | ) | — | 453,709 | ||||||||||||||||||||||
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Equity holders of parent company | (54,591 | ) | 274,894 | 194,399 | 61,323 | 8,260 | (30,874 | ) | — | 453,411 | ||||||||||||||||||||||
Minorities | — | — | — | 298 | — | — | — | 298 | ||||||||||||||||||||||||
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(54,591 | ) | 274,894 | 194,399 | 61,621 | 8,260 | (30,874 | ) | — | 453,709 | |||||||||||||||||||||||
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(*) | On March 31, 2018 Cemig Telecom assets and liabilities were merged into the Company. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
174
The revenue of the Company and its subsidiaries in 1H19 breaks down by segment as follows:
Jan to Jun, 2019 | ELECTRICITY | GAS | OTHER | ELIMINATIONS | TOTAL | |||||||||||||||||||||||
GENERATION | TRANSMISSION | DISTRIBUTION | ||||||||||||||||||||||||||
Revenue from supply of energy | 3,423,710 | — | 9,542,996 | — | — | (37,552 | ) | 12,929,154 | ||||||||||||||||||||
Revenue from Use of Distribution Systems (the TUSD charge) | — | — | 1,276,741 | — | — | (11,022 | ) | 1,265,719 | ||||||||||||||||||||
CVA andOther financial components in tariff adjustments | — | — | 80,241 | — | — | — | 80,241 | |||||||||||||||||||||
Transmission concession revenue | — | 336,060 | — | — | — | (93,317 | ) | 242,743 | ||||||||||||||||||||
Transmission construction revenue | — | 82,989 | — | — | — | — | 82,989 | |||||||||||||||||||||
Reimbursement revenue – Transmission | — | 90,420 | — | — | — | — | 90,420 | |||||||||||||||||||||
Distribution construction revenue | — | — | 363,167 | 19,069 | — | — | 382,236 | |||||||||||||||||||||
Adjustment to expected reimbursement – distribution concession financial assets | — | — | 8,967 | — | — | — | 8,967 | |||||||||||||||||||||
Gain on updating of Concession Grant Fee | 176,151 | — | — | — | — | — | 176,151 | |||||||||||||||||||||
Transactions in energy on the CCEE | 404,037 | — | (6,601 | ) | — | 1 | — | 397,437 | ||||||||||||||||||||
Supply of gas | — | — | — | 1,131,248 | — | (15 | ) | 1,131,233 | ||||||||||||||||||||
Fine for violation of continuity indicator | — | — | (35,510 | ) | — | — | — | (35,510 | ) | |||||||||||||||||||
PIS/Pasep and Cofins taxes credits over ICMS | 424,636 | — | 830,333 | — | 183,594 | — | 1,438,563 | |||||||||||||||||||||
Other operating revenues | 75,435 | 12,998 | 677,012 | 34 | 77,121 | (5,016 | ) | 837,584 | ||||||||||||||||||||
Sector / Regulatory charges reported as Deductions from revenue | (699,080 | ) | (193,010 | ) | (4,951,567 | ) | (248,228 | ) | (6,071 | ) | — | (6,097,956 | ) | |||||||||||||||
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Net operating revenue | 3,804,889 | 329,457 | 7,785,779 | 902,123 | 254,645 | (146,922 | ) | 12,929,971 | ||||||||||||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
175
Details of operational revenue are in Note 28.
Jan to Jun, 2018 | ELECTRICITY | GAS | OTHER | ELIMINATIONS | TOTAL | |||||||||||||||||||||||
GENERATION | TRANSMISSION | DISTRIBUTION | ||||||||||||||||||||||||||
Revenue from supply of energy | 3,353,521 | — | 7,920,535 | — | — | (38,047 | ) | 11,236,009 | ||||||||||||||||||||
Revenue from Use of Distribution Systems (the TUSD charge) | — | — | 825,128 | — | — | (10,788 | ) | 814,340 | ||||||||||||||||||||
CVA andOther financial components in tariff adjustments | — | — | 1,150,672 | — | — | — | 1,150,672 | |||||||||||||||||||||
Transmission concession revenue | — | 294,712 | — | — | — | (88,130 | ) | 206,582 | ||||||||||||||||||||
Transmission construction revenue | — | 4,732 | — | — | — | — | 4,732 | |||||||||||||||||||||
Reimbursement revenue – Transmission | — | 146,519 | — | — | — | — | 146,519 | |||||||||||||||||||||
Reimbursement revenue – Generation | 34,463 | — | — | — | — | — | 34,463 | |||||||||||||||||||||
Distribution construction revenue | — | — | 361,492 | 17,419 | — | — | 378,911 | |||||||||||||||||||||
Adjustment to expected reimbursement – distribution concession financial assets | — | — | 3,066 | — | — | — | 3,066 | |||||||||||||||||||||
Gain on updating of Concession Grant Fee | 156,980 | — | — | — | — | — | 156,980 | |||||||||||||||||||||
Transactions in energy on the CCEE | 158,978 | — | 986 | — | 2 | — | 159,966 | |||||||||||||||||||||
Supply of gas | — | — | — | 898,989 | — | (10 | ) | 898,979 | ||||||||||||||||||||
Fine for violation of continuity indicator | — | — | (25,681 | ) | — | — | — | (25,681 | ) | |||||||||||||||||||
Other operating revenues | 3,709 | 23,946 | 685,545 | 5 | 69,817 | (9,578 | ) | 773,444 | ||||||||||||||||||||
Sector / Regulatory charges reported as Deductions from revenue | (669,612 | ) | (143,220 | ) | (4,393,698 | ) | (185,709 | ) | (4,774 | ) | — | (5,397,013 | ) | |||||||||||||||
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Net operating revenue | 3,038,039 | 326,689 | 6,528,045 | 730,704 | 65,045 | (146,553 | ) | 10,541,969 | ||||||||||||||||||||
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Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
176
36. | ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS |
Assets and liabilities classified as held for sale, and the results of discontinued operations, were as follows on June 30, 2019 and December 31, 2018:
Jun. 30, 2019 | ||||||||
Consolidated | Parent company | |||||||
Investments | Investments | |||||||
Assets | 19,376,525 | 1,573,967 | ||||||
Liabilities | (16,162,392 | ) | — | |||||
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Net assets | 3,214,133 | 1,573,967 | ||||||
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Attributed to controlling shareholders | 1,847,540 | 1,573,967 | ||||||
Attributed tonon-controlling shareholders | 1,366,593 | — |
Dec. 31, 2018 | ||||||||||||||||||||||||
Consolidated | Parent company | |||||||||||||||||||||||
Investments | Telecom assets | Total | Investments | Telecom assets | Total | |||||||||||||||||||
Assets | 19,446,033 | — | 19,446,033 | 1,573,967 | — | 1,573,967 | ||||||||||||||||||
Liabilities | (16,272,239 | ) | — | (16,272,239 | ) | — | — | — | ||||||||||||||||
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Net assets | 3,173,794 | — | 3,173,794 | 1,573,967 | — | 1,573,967 | ||||||||||||||||||
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Attributed to controlling shareholders | 1,817,746 | — | 1,817,746 | 1,573,967 | 1,573,967 | |||||||||||||||||||
Attributed tonon-controlling shareholders | 1,356,048 | — | 1,356,048 | — | — | — | ||||||||||||||||||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 72,880 | 290,542 | 363,422 | 31,465 | 276,012 | 307,477 | ||||||||||||||||||
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Attributed to controlling shareholders | 32,027 | 290,542 | 322,569 | 31,465 | 276,012 | 307,477 | ||||||||||||||||||
Attributed tonon-controlling shareholders | 40,853 | — | 40,853 | — | — | — |
On November 27, 2018, the Board of Directors of the Company decided, in the context of Cemig’s disinvestment program, to maintain as a priority for 2019 the firm commitment to sale of the shares in Light S.A. owned by Cemig, on conditions that are compatible with the market and also in accordance with the interests of shareholders.
Additionally, the Company has assessed that its investment in Light now meets the criteria of CPC 31 –Non-current assets held for sale and discontinued operations; and that its sale in the near future is considered to be highly probable. The Company has also evaluated the effects on the investments held in the companies LightGer, Axxiom, Guanhães and UHE Itaocara, which are jointly controlled by the Company and by Light.
On July 17, 2019, with the conclusion of the public offering for initial and secondary distribution of common shares of Light, the Company’s equity interest in total share capital of Light was reduced from 49.99% to 22.58%. The membership of the Board of Directors is unchanged until today’s date. The Company expects to realize sale of the remaining equity interest by the end of December 2019. For further information, see Note 38.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
177
This table gives information on the assets and liabilities of the investees classified as discontinued operations on June 30, 2019:
Light | LightGer | Guanhães | Axxiom | Itaocara | ||||||||||||||||
ASSETS | ||||||||||||||||||||
Assets classified as held for sale | ||||||||||||||||||||
Cash and cash equivalents | 1,150,676 | 70,336 | 8,712 | 5,960 | 2,463 | |||||||||||||||
Customers and traders | 2,548,470 | 13,615 | 8,823 | — | — | |||||||||||||||
Recoverable taxes | 273,394 | — | — | 5,419 | 126 | |||||||||||||||
Accounts receivable | 1,043,079 | 361 | 72 | 23,674 | 5 | |||||||||||||||
Inventories | 58,914 | — | — | — | — | |||||||||||||||
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Total, current assets | 5,074,533 | 84,312 | 17,607 | 35,053 | 2,594 | |||||||||||||||
Customers and traders | 1,701,295 | — | — | — | — | |||||||||||||||
Recoverable taxes | 54,451 | — | 2,334 | — | — | |||||||||||||||
Deferred income and Social Contribution taxes | 196,660 | — | — | — | — | |||||||||||||||
Concession financial assets | 4,448,616 | — | — | 17,559 | — | |||||||||||||||
Property, plant and equipment | 1,548,055 | 125,296 | 402,529 | 1,280 | 7,385 | |||||||||||||||
Intangible assets | 3,529,526 | 45 | 2,680 | 5,335 | 9,317 | |||||||||||||||
Capex | 579,706 | — | — | — | — | |||||||||||||||
Othernon-current assets | 586,190 | 8 | 4,572 | 1,551 | — | |||||||||||||||
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Total,non-current assets | 12,644,499 | 125,349 | 412,115 | 25,725 | 16,702 | |||||||||||||||
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Total assets | 17,719,032 | 209,661 | 429,722 | 60,778 | 19,296 | |||||||||||||||
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LIABILITIES | ||||||||||||||||||||
Liabilities directly related to assets held for sale | ||||||||||||||||||||
Suppliers | 2,341,211 | 34,488 | 8,013 | 1,093 | 65 | |||||||||||||||
Loans and financings | 1,668,632 | 8,612 | 6,842 | 9,915 | — | |||||||||||||||
Regulatory charges | 47,970 | — | — | — | — | |||||||||||||||
Taxes | 506,688 | 866 | — | 1,871 | 20 | |||||||||||||||
Other current liabilities | 774,872 | 6,174 | 1,961 | 19,306 | 73 | |||||||||||||||
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Total,non-current liabilities | 5,339,373 | 50,140 | 16,816 | 32,185 | 158 | |||||||||||||||
Loans and financings | 7,836,700 | 67,215 | 139,170 | 1,304 | — | |||||||||||||||
Taxes | 276,345 | — | 389 | 1,802 | — | |||||||||||||||
Othernon-current liabilities | 610,005 | — | 5,469 | 4,665 | 9,317 | |||||||||||||||
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Total,non-current liabilities | 8,723,050 | 67,215 | 145,028 | 7,771 | 9,317 | |||||||||||||||
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Total liabilities | 14,062,423 | 117,355 | 161,844 | 39,956 | 9,475 | |||||||||||||||
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Light – funding raised for2017-18 capex
On February 26, 2019, the subsidiary Light Sesa received R$200,000, the first release of funds under the contract with the BNDES for financing of capex for 2017–18. The cost of the transaction is TLP +3.16% p.a., with maturity at seven years and monthly amortization.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
178
16th debenture issue by Light SESA
On May 7, 2019 the subsidiary Light SESA made its 16th debenture issue, in three series, for a total of R$ 617,950. The amounts and the conditions of the series are shown in the table below:
Series: | Amount, R$ ’000 | Interest rate, p.a. | Maturity | |||||
1st Series | 132,500 | CDI rate + 0.90% | April 15, 2022 | |||||
2nd Series | 422,950 | CDI rate + 1.25% | April 15, 2024 | |||||
3rd Series | 62,500 | CDI rate + 1.35% | April 15, 2025 |
37. | NON-CASH TRANSACTIONS |
In the semester ended June 30, 2019 and 2018, the subsidiaries had the following transactions not involving cash, which are not reflected in the Cash flow statements:
◾ | Capitalized borrowing costs of R$22,822 in 1H19 (R$16,392 in 1H18); |
◾ | Except for the cash arising from the merger of the subsidiaries RME and LUCE amounting R$ 22,444, this transaction did not generate effects in the Company’s cash flow. |
◾ | Recognition of PIS/Pasep and Cofins taxes credits over ICMS, adding up to R$2,962,564. For further information, see Note nº 9. |
38. | SUBSEQUENT EVENTS |
Primary and Secondary Public Offerings, with restricted placement efforts, of common shares in Light S.A. (‘Light’)
On July 17, 2019, Light completed a public offering for initial and secondary distribution of its nominal, book-entry common shares without par value, all free of any liens or encumbrances, carried out in accordance with the procedures of CVM Instruction 476 of January 16, 2009.
In the Public Offering, Light placed: (i) 100,000,000 (one hundred million) new shares (‘the Primary Offering’), consequently increasing its share capital; and (ii) 33,333,333 (thirty three million, three hundred, thirty three thousand, thirty three) shares in Light owned by the Company at the price of R$ 18.75 per share.
With the settlement of the restricted offering, the Company’s equity interest in the total share capital of Light was reduced from 49.99% to 22.58%.
This transaction is part of the execution of Cemig’s Disinvestment Program.
7th Issue of Debenture of Cemig D; and prepayment of debt
On July 22, 2019 Cemig D concluded distribution of its 7th Issue ofnon-convertible debentures, for a total of R$ 3.66 billion, in two series. The First Series has maturity at 5 years, for a total of R$ 2.16 billion, and bears interest rates of CDI + 0.454% p.a.. The Second Series has maturity at 7 years, for a total of R$ 1.5 billion, and bears interests of 4.10% p.a. plus inflation correction by IPCA index. In aggregate, the issue has an estimated average cost equivalent to 108.61% of the CDI Rate.
The proceeds, received into Cemig D’s cash position, enabledpre-payment in full of the debtor balance of the following:
• | its 9th Issue of Promissory Notes, with final maturity in October 2019; |
• | its 6th Issue ofnon-convertible Debentures, with final maturity in June 2020; |
• | its 5th Issue ofnon-convertible debentures, with final maturity in June 2022; and |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
179
• | Bank Credit Notes with final maturities in June 2022. |
These prepayments, made on July 24, 2019, amounted to R$ 3.644 billion in principal, interest and charges.
On July 24, 2019, Cemig GT made extraordinary amortization of its 7th issue ofnon-convertible debentures, in the amount of R$ 125 million, which had final maturity in December 2021.
Light SESA – financing from the BNDES
On July 30, 2019, Light SESA received the final tranche of financing from the BNDES, in the amount of R$ 89,015, related to the 2017–18 capex financing contract.
Increase in the share capital of Cemig D
An Extraordinary General Shareholders’ Meeting held on August 7, 2019 approved increase in the share capital of Cemig D by R$ 2,600,000, through subscription of the funds from Advances for Future Capital Increase (AFACs), paid in by the Company, without issuance of new shares, – the total share capital of the subsidiary thus being increased from R$ 2,771,998 to R$ 5,371,998, represented by 2,359,113,452 nominal, common shares, without par value.
Change in the Company’sby-laws, and operational restructuring
On August 7, 2019, the Extraordinary General Shareholders’ Meeting approved changes to the Company’sby-laws, adapting the naming and activities of the Chief Officers (members of the Executive Board).
Light SESA – Final judgment on the legal action relating to PIS/Pasep and Cofins taxes credits over ICMS
On August 7, 2019, the Regional Federal Appeal Court of the Second Region gave final judgment, against which there is no further appeal, in favor of the case filed by Light Serviços de Eletricidade S.A. (‘Light SESA’), subsidiary of Light S.A., recognizing its right to exclude amounts of ICMS tax from the basis for calculation of PIS/Pasep and Cofins taxes, with effect backdated to January 2002.
Since the publication of the judgment, Light SESA is carrying out the due analyses of the legal and tax impacts of the backdated effects. These involve, among other considerations, the measurement and form of recovery of the tax credits, and related regulatory matters. These effects will be recorded in the interim accounting information of Light SESA for the quarter ending September 30, 2019.
Following the judgment, ICMS tax is no longer included in the basis for calculation of the PIS/Pasep and Cofins taxes in the billing invoice to clients of Light SESA.
Light SESA – Total early redemption of the 14th debenture issue
On August 9, 2019, the total of the 14th debenture issue by the subsidiary Light SESA, issued to Banco do Brasil, was the subject of early redemption, in the amount of R$ 332,935. The issue bore interest rates at CDI + 3.50% p.a., and maturity in March 2021.
Light SESA – Prepayment of the rate swap transaction with Banco BMG
On August 14, 2019, the CDI vs. IPCA rate swap transaction of Light SESA with Banco BMG was prepaid in its entirety. That transaction exchanged a cost of CDI +1.15% p.a. for IPCA +7.82% p.a., on a debt with principal of R$ 400,000 and maturity in May 2021. The amount of the prepayment was R$ 80,500, which was the balance of the swap at market value on that date.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
180
CONSOLIDATED RESULTS
(Figures in R$ ’000 unless otherwise indicated)
Net income for the period
For the first semester of 2019 (1H19) Cemig reports profit of R$2,912,225, or 541.87% more than its profit of R$453,709 in first semester 2018 (1H18). The following items describe the main variations between the two periods in revenues, costs, expenses and financial items.
Ebitda (Earnings before interest, tax, depreciation and amortization)
Cemig’s consolidated Ebitda in 1H19 was 73.13% higher than its Ebitda of 1H18. In line with the higher Ebitda, Ebitda margin increased from 17.93%, in 1H18, to 25.31%, in 1H19%.
Ebitda – R$’000 | Jan to Jun, 2019 | Jan to Jun, 2018 | Change% | |||||||||
Profit (loss) for the period | 2,912,225 | 453,709 | 541.87 | |||||||||
+ Income and the Social Contribution taxes | 1,688,472 | 170,845 | 888.31 | |||||||||
+ Net financial revenue (expenses) | (1,807,027 | ) | 854,632 | (311.44 | ) | |||||||
+ Depreciation and amortization | 479,299 | 411,300 | 16.53 | |||||||||
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= Ebitda | 3,272,969 | 1,890,486 | 73.13 | |||||||||
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Ebitda is anon-accounting measure prepared by the Company, reconciled with the consolidated Interim accounting information in accordance with CVM Circular SNC/SEP 1/2007 and CVM Instruction 527 of October 4, 2012. It comprises Net income adjusted by the effects of net financial revenue (expenses), Depreciation and amortization, and Income and Social Contribution taxes. Ebitda is not a measure recognized by Brazilian GAAP nor by IFRS; it does not have a standard meaning; and it may benon-comparable with measures with similar titles provided by other companies. Cemig publishes Ebitda because it uses it to measure its own performance. Ebitda should not be considered in isolation or as a substitution for net income or operational profit, nor as an indicator of operational performance or cash flow, nor to measure liquidity nor the capacity for payment of debt.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
181
The higher Ebitda in 1H19 than 1H18 mainly reflects the amount of R$ 1,438,563 in recognition of the PIS/Pasep and Cofins taxes credits over ICMS and also net operational revenue 22.65% higher. Additionally, the equity method gain innon-consolidated entities was 494.54% higher in 1H19 than 1H18, due mainly to: (i) a much lower negative result in the equity method loss in the investee Madeira; and (ii) absence of equity method impacts from the results of Renova, since the Company’s entire investment in that company was written down in December 2018.
The main items in revenue in the period:
Revenue from supply of energy
Revenue from sales of energy in 1H19 were R$12,929,154, compared to R$11,236,009 in 1H18 – i.e. up 15.07%.
Final customers
Total revenue from energy sold to final customers in 1H19 was R$11,489,454 – or 16.74% higher than in 1H18 (R$9,842,323).
The main factors in this revenue were:
◾ | The annual tariff adjustment for Cemig D, effective May 28, 2018 resulting in an averageincreasein customer tariffs of 8.73%; and |
◾ | The annual tariff adjustment for Cemig D, effective May 28, 2018 (full effect in 2019) resulting in an averageincreasein customer tariffs of 23.19%; and |
◾ | Increase of 10.12% in the average price of electricity sold by Cemig GT. |
Cemig’s energy market
The total for sales in Cemig’s consolidated energy market comprises sales to:
(i) | Captive customers in Cemig’s concession area in the State of Minas Gerais; |
(ii) | Free Customers in both the State of Minas Gerais and other States of Brazil, in the Free Market (Ambiente de Contratação Livre, or ACL); |
(iii) | Other agents of the energy sector – traders, generators and independent power producers, also in the Free Market; |
(iv) | Distributors, in the Regulated Market (Ambiente de Contratação Regulada, or ACR); and |
(v) | The Wholesale Power Exchange (Câmara de Comercialização de Energia Elétrica, or CCEE) |
( – eliminating transactions between companies of the Cemig Group).
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
182
This table details Cemig’s market and the changes in sales of energy by customer category, comparing 1H19 to 1H18:
Revenue from supply of energy
Jan to Jun, 2019 | Jan to Jun, 2018 | Change% | ||||||||||||||||||||||||||||||
MWh (2) | R$ | Average price billed (R$/MWh) (1) | MWh (2) | R$ | Average price billed (R$/MWh) (1) | MWh | R$ | |||||||||||||||||||||||||
Residential | 5,291,676 | 4,665,228 | 881,62 | 5,150,879 | 3,866,049 | 750,56 | 2.73 | % | 20.67 | % | ||||||||||||||||||||||
Industrial | 7,819,238 | 2,295,328 | 293,55 | 8,552,810 | 2,254,923 | 263,65 | (8.58 | %) | 1.79 | % | ||||||||||||||||||||||
Commercial, services and others | 4,654,040 | 2,619,879 | 562,93 | 4,198,424 | 2,144,297 | 510,74 | 10.85 | % | 22.18 | % | ||||||||||||||||||||||
Rural | 1,775,702 | 917,625 | 516,77 | 1,720,268 | 748,147 | 434,90 | 3.22 | % | 22.65 | % | ||||||||||||||||||||||
Public authorities | 455,643 | 311,737 | 684,17 | 434,389 | 252,319 | 580,86 | 4.89 | % | 23.55 | % | ||||||||||||||||||||||
Public lighting | 685,933 | 291,353 | 424,75 | 688,807 | 252,165 | 366,09 | (0.42 | %) | 15.54 | % | ||||||||||||||||||||||
Public services | 679,065 | 333,397 | 490,96 | 653,232 | 276,281 | 422,94 | 3.95 | % | 20.67 | % | ||||||||||||||||||||||
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Subtotal | 21,361,297 | 11,434,547 | 535,29 | 21,398,809 | 9,794,181 | 457,70 | (0.18 | %) | 16.75 | % | ||||||||||||||||||||||
Own consumption | 17,230 | — | 0,00 | 23,481 | — | 0,00 | (26.62 | %) | — | |||||||||||||||||||||||
Unbilled retail supply, net | — | 54,907 | — | — | 48,142 | — | 0.00 | % | 14.05 | % | ||||||||||||||||||||||
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21,378,527 | 11,489,454 | 537,43 | 21,422,290 | 9,842,323 | 459,44 | (0.20 | %) | 16.74 | % | |||||||||||||||||||||||
Wholesale supply to other concession holders (3) | 5,499,766 | 1,458,670 | 265,22 | 5,607,369 | 1,468,016 | 261,80 | (1.92 | %) | (0.64 | %) | ||||||||||||||||||||||
Wholesale supply not yet invoiced, net | — | (18,970 | ) | — | — | (74,330 | ) | — | — | (74.48 | %) | |||||||||||||||||||||
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Total | 26,878,293 | 12,929,154 | 479,69 | 27,029,659 | 11,236,009 | 416,66 | (0.56 | %) | 15.07 | % | ||||||||||||||||||||||
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(1) | The calculation of the average price does not include revenue from supply not yet billed. |
(2) | Information in MWh has not been reviewed by external auditors. |
(3) | Includes Regulated Market Electricity Sale Contracts (CCEARs) and ‘bilateral contracts’ with other agents. |
An important feature is the 10.85%year-on-year growth in the volume of supply sold to thecommercialconsumer category. This reflects volume billed to captive consumers of Cemig D 0.2% lower in the year, and volume billed by Cemig GT and its wholly-owned subsidiaries to Free Clients in Minas Gerais and other states 29% higher than in 2018.
Additionally, residential consumption was 2.7% higher in 1H19 than 1H18. In our assessment this can be explained as reflecting higher temperatures this year than in 2018, and also the addition of 73,517 new consumer units.
Contrasting with this, the volume of energy sold to theindustrial customer category was 8.58% lower. This result comprises a 1.8% increase in the captive market, and a 10.3% reduction in the Free Market. In the Free Market, the reduction was due to Free Clients being more aggressive in seasonalization than in early 2019, allocating less power in the first half and more in the second half of the year.
Revenue from Use of Distribution Systems (the TUSD charge)
This is revenue from charging Free Customers the Tariff for Use of the Distribution System (TUSD), on the volume of energy distributed. In 1H19, this was R$1,265,719, compared to R$814,340 in1H18—year-on-year increase of 55.43%. The higher figure reflected the increase of approximately 65.60% in the TUSD charge, in effect from May 28, 2018 (i.e. with full effect in 2019).
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CVA andOther financial components in tariff adjustments
These items are the recognition of the difference between actualnon-controllable costs (in which the contribution to the CDE – the Energy Development Account and energy bought for resale, are significant components) and the costs that were used in calculating rates charged to customers. The amount of this difference is passed through to customers in the next tariff adjustment of Cemig D (the distribution company). In 1H19 this represented a gain (posted in revenue) of R$80,241, whereas in 1H18 it produced a revenue gain of R$1,150,672. The difference was mainly due to lower costs of energy in 2019, as a result of the increase in the GSF – which represents lower exposure of the Company – and also the lower average spot price than in 2018, resulting in a lower financial asset to be reimbursed to the Company through the next tariff adjustment. For further details, see Note 15.
Transmission concession revenue
Cemig GT’s transmission revenue comprises the sum of the revenues of all the transmission assets. The concession contracts establish the Permitted Annual Revenue (Receita Anual Permitida, or RAP) for the assets of the existing system, updated annually based on the variation in the IPCA inflation index. Whenever there is an upgrade or adaptation to an existing asset, made under specific authorization from Aneel, an addition is made to the RAP.
This revenue was R$242,743 in 1H19, compared to R$206,582 in 1H18 – or 17.50% higheryear-on-year. The higher figure arises from the inflation adjustment of the annual RAP, applied in July 2018, plus the new revenues related to the investments authorized to be included. Additionally, it includes an adjustment to expectation of cash flow from financial assets, arising from change in the fair value of the Regulatory Remuneration Base of Assets (BRR).
The percentages and indices applied for the price adjustment are different for different concessions: the IPCA index is applied to the contract of Cemig GT, and the IGPM index to the contract of Cemig Itajubá. In 2018, the adjustments made to the RAP were: positive 4.00% for Cemig GT’s concession contracts; and positive 3.30% for those of Cemig Itajubá. The adjustments comprised application of the inflation adjustment index, and recognition of works to upgrade and improve the facilities.
Transmission reimbursement revenue
The revenue from reimbursements of transmission assets in 1H19 was R$90,420, – or 38.29% less than in 1H18 (R$146,519).
As specified in the sector regulations, the Company reports in each period the amount of the inflation/monetary adjustment applicable to the amount of indemnity receivable, based on the IPCA inflation index and the average regulatory cost of capital. The amounts of the reimbursements are being received through RAP, since July 2017, over a period of 8 years.
In July 2018 the portion of RAP referring to the cost of capital not incorporated after the renewal of the concession (early 2013), as per MME Ministerial Order 120/2016, was adjusted downwards by 23.2%.
For more details see Note 15 –Financial assets of the concession.
Revenue from transactions in the Wholesale Trading Exchange (CCEE)
Revenue from transactions in energy on the CCEE in 1H19 was R$397,437, or 148.45% higher than in 1H18, which was R$159,966. The higher figure mainly reflects higher physical guarantee allocations, especially in the 1Q19, associated with Generation Scaling Factors (GSFs) in 1Q19 than in 1Q18, increasing the available excess supply. This excess supply, in turn, was valued at a higher Spot Price (PLD) than in 1Q18, contributing to the higher figure for revenue from transactions on the CCEE. This excess, in turn, was priced at the higher average spot price in 1Q19 than in 1Q18 – R$ 290.08 vs. R$ 196.03, respectively, with a significant impact on revenues in 1H19. Additionally, Free Clients seasonalized their contracts more severely, placing less supply in 1H19 than in 1H18.
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Revenue from supply of gas
Cemig reports revenue from supply of gas totaling R$1,131,233 in 1H19, compared to R$898,979 in 1H18 – 25.84% higher YoY. This difference basically reflects the higher pass-through of the costs of gas acquired from Petrobras, and the increase in the tariff in 2Q19.
Construction revenue
Infrastructure construction revenue in 1H19 was R$465,225, or 21.27% more than in 1H18 (R$383,643). This revenue is fully offset by Construction costs, of the same amount, and corresponds to the Company’s investments in assets of the concession in the period.
PIS/Pasep and Cofins taxes credits over ICMS
PIS/Pasep and Cofins taxes credits over ICMS, adding up to R$ 1,438,563, are the result of recognition by the courts of the right of the Company and its subsidiaries to exclude the amount of ICMS tax from the calculation basis of those taxes, backdated to July 2003. For further information see Note 9.
Other operating revenues
TheOther operating revenues line for the Company and its subsidiaries in 1H19 totaled R$837,584, compared to R$773,444 in 1H18 – 8.29% higher YoY. See Note 29 for a breakdown of other operating revenues.
Taxes and regulatory charges reported as Deductions from revenue
The taxes and charges that are recorded as deductions from operating revenue totaled R$6,097,956 in 1H19, or 12.99% more than in 1H18 (R$5,397,013).
The Energy Development Account – CDE
The amounts of payments to the Energy Development Account (CDE) are decided by an Aneel Resolution. The purpose of the CDE is to cover costs of concession indemnities (reimbursements of costs of assets), tariff subsidies, and the subsidy for balanced tariff reduction, thelow-income-consumer subsidy, the coal consumption subsidy, and the Fuels Consumption Account (CCC). Charges for the CDE in 1H19 were R$1,331,366, compared to R$1,180,960 in 1H18—12.74% higher YoY.
This is anon-manageable cost: the difference between the amounts used as areference for setting of tariffs and the costs actually incurred is compensated for inthe subsequent tariff adjustment.
Customer charges – the ’Flag’ Tariff system
The ‘Flag’ Tariff bands are activated as a result of low levels of water in the system’s reservoirs – tariffs are temporarily increased due to scarcity of rain. The ‘Red’ band has two levels – Level 1 and Level 2. Level 2 comes into effect when scarcity is more intense. Activation of the flag tariffs generates an impact on billing in the subsequent month.
Customer charges were, in 1H19, at R$19,868, than in 1H18 (R$125,059) – or 84.11% loweryear-on-year.
This difference arises from the ‘red’ Flag Tariff not being activated, while the ‘green’ Flag Tariff prevailed in 1H19, as a consequence of the best hydrological conditions this year. In the same period of 2018, there was an effect on profit arising from activation of the ‘red’ tariff band, at Level I, with effects on the amount billed in January 2018.
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Other taxes and charges on revenue
The deductions and charges with the most significant impact on revenue are mainly taxes, calculated as a percentage of sales revenue. Thus their variations are, substantially, in proportion to the variations in revenue.
Operating costs and expenses (excluding financial income/expenses)
Operating costs and expenses in 1H19 totaled R$10,339,801, or 13.05% more than in 1H18 (R$9,057,922). For more on the components of Operating costs and expenses see Note 29.
The following paragraphs comment on the main variations:
Employee profit sharing
The expense on employees’ and managers’ profit sharing was R$ 174,515 in 1H19, compared to R$22,727 in 1H18 – an increase of 667.88%. The higher figure arises from the higher consolidated profit of Cemig – the basis of calculation for profit shares (the collective agreements are unified).
Energy bought for resale
This expense in 1H19 was R$37,602 higher YoY, at R$5,120,200, compared to R$5,082,598 in 1H18. This arises mainly from the following items:
◾ | Higher expense on distributed generation: R$ 82,858 in 1H19, compared to R$ 38,496 in 1H18. This reflects a higher number of distributed generation units, and a higher volume of power injected into the network, in 1H19 than 1H18. |
◾ | Expense on supply from Itaipu at R$694,177 in 1H19, compared to R$633,420 in 1H18. This is mainly due to the increase of 12% in the exchange rate for the dollar in 1H19, compared to 1H18, at US$1=R$3.845 and US$1=R$3.425, respectively. |
◾ | Lower expense on purchase of supply in the spot market: R$762,267 in 1H19, compared to R$929,226 in 1H18. This net result for spot-price supply is the net balance of revenues and expenses of transactions on the Power Trading Exchange (CCEE). The difference is mainly due to the spot price being 16.83% lower in 1H19, at R$ 207.82 MWh, compared to R$249.88/MWh in 1H18. |
◾ | Expenses on energy acquired through physical guarantee quota contracts were 16.92% higher in 1H19, at R$ 364,358, compared to R$ 311,625 in 1H18. This was basically due to the average price per MWh being 18.06% higher – at R$ 101.97 in 1H19, compared to R$ 86.37 in 1H18. |
◾ | The expense on power supply acquired at auctions was R$ 1,395,566 in 1H19, compared to R$ 1,480,756 in 1H18. The reduction reflects updating of contracts for the year 2019, in which prior contracts were replaced by contracts with less expensive prices. |
This is anon-manageable cost: the difference between the amounts used as a reference for calculation of tariffs and the costs actually incurred is compensated for in the subsequent tariff adjustment. For more details please see Notes 30 and 34.
Charges for use of the transmission network
Charges for use of the transmission network in 1H19 totaled R$701,171, a reduction of 13.28% compared with 1H18 (R$808,580).
These charges are payable by energy distribution and generation agents for use of the facilities that are components of the national grid. The amounts to be paid are set by a Resolution from the Regulator (Aneel).
This is anon-manageable cost in the distribution activity: the difference between the amounts used as a reference for calculation of tariffs and the costs actually incurred is compensated for in the subsequent tariff adjustment.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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Operating provisions
Operating provisions in 1H19 totaled R$ 978,379, or 266% more than in 1H18 (R$ 267,319). This arises mainly from the following factors:
◾ | Recognition of an estimated loss on realization of the receivables from Renova, in the amount of R$ 688,031, after an assessment of the investee’s credit risk. |
◾ | Provisions foremployment-law legal actions amounting R$ 106,558 in 1H19, compared to a reversal of provisions of R$ 3,060 in 1H18. This arises mainly from new actions, or from reassessment of the chances of loss in existing actions, based on adverse court decisions taking place in the period. Also, a difference was recognized for application of theIPCA-E inflation index instead of the TR reference rate in monetary adjustment foremployment-law legal actions dealing with debts arising from March 25, 2015 to November 10, 2017. These are at the advanced execution phase and now have chances of loss assessed as ‘probable’, due to the recent decision by the RegionalEmployment-law Appeal Court of the Minas Gerais region (3rd Region) to apply the decision of the HigherEmployment-law Appeal Court, ordering use of theIPCA-E index. For further information, see Note 25. |
◾ | Estimated losses on doubtful receivables were 24.22% lower in 1H19, at R$ 126,978, than in 1H18 (R$ 167,557). |
Personnel
The expense on personnel in 1H19 was R$ 677,072, or 0.47% less than in 1H18 (R$ 680,240). The lower figure basically reflects a higher expense on the voluntary dismissal program, of R$ 25,666, in the prior year (2Q18).
Construction cost
Infrastructure construction costs in 1H19 totaled R$465,225, or 21.26% more than in 1H18 (R$383,643). This line records the Company’s investment in assets of the concession in the period, and is fully offset by the line Construction revenue, in the same amount.
Gas bought for resale
In 1H19 the Company recorded an expense of R$725,162 on acquisition of gas, 30.32% more than its comparable expense of R$556,459 in 1H18. This is basically due to increase of 37% in the cost of gas bought from Petrobras.
Post-employment obligations
The Company’s post-retirement obligations were 17.30% higher in 1H19 than in 1H18, being R$ 198,699 and R$ 169,397, respectively. This mainly reflects a higher cost for the Health Plan in 2019, due to reduction of the discount rate used in the actuarial valuation made in December 2018. Also, the actuarial valuation of 2018 included the assumption of real growth of 1.00% above inflation in contributions to the Health Plan.
Share of profit (loss) of associates and joint ventures, net
The result of equity method valuation of interests innon-consolidated investees was a gain of R$103,500 in 1H19, compared to a loss of R$26,233 in 1H18.
The losses recognized in 1H18 were basically related to the investments in: (i) Renova, and (ii) Madeira Energia. No loss on the investment in Renova was recognized in 1H19, since this had been written off in December 2018, due to that investee’s uncovered liabilities. Also, the negative equity method result from the investment in Madeira Energia was 50.56% lower in 1H19 than in 1H18.
The breakdown of the results from the investees recognized under this line is given in detail in Note 18.
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Net financial revenue (expenses)
Cemig reports net financial expenses in 1H19 of R$1,807,027, compared to net financial expenses of R$854,632 in 1H18. The main factors are:
◾ | Higher gain on the hedge transaction contracted to protect the Eurobond issue from exchange rate variation: the gain in 1H19 was R$613,394, compared to a gain of R$180,396 in 1H18. This improvement mainly reflects lowering of the yield curve over the period of the contract, which helps reduce expectations for the amount of payments of Cemig’s obligations, which are indexed to the CDI rate, increasing the fair value of the option. |
◾ | Monetary updating of the PIS/Pasep and Cofins taxes credits over ICMS, adding up to R$ 1,553,112. For more information see Note 9. |
◾ | Lower FX variation on loans in foreign currency – which in 1H19 represented a financial gain of R$ 70,470, but were a financial expense of R$ 554,278 in 1H18. This reduction is due to the lower exchange rate in effect in the period. |
For a breakdown of financial revenues and expenses please see Note 31.
Income and Social Contribution taxes
In 1H19, the expense on income and the Social Contribution taxes totaled R$1,688,472, onpre-tax profit of R$4,600,697, an effective rate of 36.70%. In 1H18, the expense on income and the Social Contribution taxes was R$170,845, onpre-tax profit of R$603,182 an effective rate of 28.32%.
These effective rates are reconciled with the nominal tax rates in Note 10(c).
Results for the quarter
For the second quarter of 2019 (2Q19), Cemig reports net profit of R$ 2,114,986, which compares with a loss of R$ 10,866 in second quarter 2018 (2Q18). The following pages describe the main variations between the two periods in revenues, costs, expenses and financial items.
An important element in the result for Net financial revenue (expenses) in 2Q18 was a net expense of R$ 538,247, not related to operational activities, resulting from foreign exchange rate variations applicable to debt in foreign currency (Eurobonds), partially offset by gains on the derivatives contracted by the Company to hedge the risks associated with variations in exchange rates.
The result of Net financial revenues was also a significant component of the net profit in 2Q19, especially in relation to the debt raised in foreign currency. In this period a gain of R$ 70,470 was recognized for the effects of FX variation on the debt in foreign currency, and gains of R$ 461,598 on the financial instruments contracted to hedge the risks associated with these debts. See more information in Notes 23 and 33.
In addition, there was a noticeable impact on 2Q19 profit, amounting to R$ 1,438,563, from the recognition of PIS/Pasep and Cofins taxes credits over ICMS and also a gain of R$ 1,524,001 in financial updating of these credits; resulting in an overall gain of R$ 2,962,564.
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Ebitda (Earnings before interest, tax, depreciation and amortization)
Cemig’s consolidated Ebitda was 105.07% higher in 2Q19 than 2Q18 – the main component being recognition of the credits for PIS/Pasep and Cofins taxes. The other significant factors in net profit are set out below. Ebitda margin in 2Q19 was 25.82%, compared to 15.76% in 2Q18.
Ebitda – R$’000 | 2Q19 | 2Q18 | Change,% | |||||||||
Profit (loss) for the period | 2,114,986 | (10,886 | ) | — | ||||||||
+ Income and the Social Contribution taxes | 1,356,983 | (773 | ) | — | ||||||||
+ Net financial revenue (expenses) | (1,908,587 | ) | 696,832 | (373.89 | %) | |||||||
+ Depreciation and amortization | 248,403 | 198,309 | 25.26 | % | ||||||||
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= Ebitda | 1,811,785 | 883,482 | 105.07 | % | ||||||||
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Ebitda is anon-accounting measure prepared by the Company, reconciled with the consolidated Interim accounting information in accordance with CVM Circular SNC/SEP 1/2007 and CVM Instruction 527 of October 4, 2012. It comprises Net income adjusted by the effects of net financial revenue (expenses), Depreciation and amortization, and Income and Social Contribution taxes. Ebitda is not a measure recognized by Brazilian GAAP nor by IFRS; it does not have a standard meaning; and it may benon-comparable with measures with similar titles provided by other companies. Cemig publishes Ebitda because it uses it to measure its own performance. Ebitda should not be considered in isolation or as a substitution for net income or operational profit, nor as an indicator of operational performance or cash flow, nor to measure liquidity nor the capacity for payment of debt.
Revenue from supply of energy
Revenue from sales of energy in 2Q19 were R$6,327,737, compared to R$5,838,104 in 2Q18 – an increase of 8.39%.
Final customers
Total revenue from energy sold to final customers in 2Q19 was R$5,567,717 – or 11.83% higher than in 2Q18 (R$4,978,835).
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The main factors in this revenue were:
◾ | The annual tariff adjustment for Cemig D, effective May 28, 2018 resulting in an averageincreasein customer tariffs of 8.73%; |
◾ | The annual tariff adjustment for Cemig D, effective May 28, 2018 (full effect in 2019) resulting in an average increase in customer tariffs of 23.19%; |
Cemig’s energy market
The total for sales in Cemig’s consolidated energy market comprises sales to:
(i) | Captive customers in Cemig’s concession area in the State of Minas Gerais; |
(ii) | Free Customers in both the State of Minas Gerais and other States of Brazil, in the Free Market (Ambiente de Contratação Livre, or ACL); |
(iii) | Other agents of the energy sector – traders, generators and independent power producers, also in the Free Market; |
(iv) | Distributors, in the Regulated Market (Ambiente de Contratação Regulada, or ACR); and |
(v) | The Wholesale Power Exchange (Câmara de Comercialização de Energia Elétrica, or CCEE) |
( – eliminating transactions between companies of the Cemig Group).
This table details Cemig’s market and the changes in sales of energy by customer category, comparing 2Q19 to 2Q18:
2Q19 | 2Q18 | Change% | ||||||||||||||||||||||||||||||
MWh (2) | R$ | Average price billed – (R$/MWh) (1) | MWh (2) | R$ | Average price billed – (R$/MWh) (1) | MWh | R$ | |||||||||||||||||||||||||
Residential | 2,547,878 | 2,206,790 | 866,13 | 2,557,762 | 1,948,068 | 761,63 | (0.39 | %) | 13.28 | % | ||||||||||||||||||||||
Industrial | 3,947,233 | 1,154,786 | 292,56 | 4,524,750 | 1,149,137 | 253,97 | (12.76 | %) | 0.49 | % | ||||||||||||||||||||||
Commercial, services and others | 2,374,683 | 1,280,841 | 539,37 | 2,155,487 | 1,075,019 | 498,74 | 10.17 | % | 19.15 | % | ||||||||||||||||||||||
Rural | 915,078 | 460,746 | 503,5 | 954,766 | 405,384 | 424,59 | (4.16 | %) | 13.66 | % | ||||||||||||||||||||||
Public authorities | 231,943 | 158,145 | 681,83 | 220,791 | 131,469 | 595,45 | 5.05 | % | 20.29 | % | ||||||||||||||||||||||
Public lighting | 333,969 | 140,508 | 420,72 | 345,401 | 127,749 | 369,86 | (3.31 | %) | 9.99 | % | ||||||||||||||||||||||
Public services | 339,954 | 165,901 | 488,01 | 331,174 | 142,009 | 428,8 | 2.65 | % | 16.82 | % | ||||||||||||||||||||||
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Subtotal | 10,690,738 | 5,567,717 | 520,8 | 11,090,131 | 4,978,835 | 448,94 | (3.60 | %) | 11.83 | % | ||||||||||||||||||||||
Own consumption | 7,247 | — | — | 11,357 | — | — | (36.19 | %) | — | |||||||||||||||||||||||
Unbilled retail supply, net | — | 80,721 | — | 130,096 | — | (37.95 | %) | |||||||||||||||||||||||||
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10,697,985 | 5,648,438 | 527,99 | 11,101,488 | 5,108,931 | 460,2 | (3.63 | %) | 10.56 | % | |||||||||||||||||||||||
Wholesale supply to other concession holders | 2,422,273 | 641,532 | 264,85 | 2,974,570 | 766,525 | 257,69 | (18.57 | %) | (16.31 | %) | ||||||||||||||||||||||
Wholesale supply not yet invoiced, net | — | 37,767 | — | (37,352 | ) | — | (201.11 | %) | ||||||||||||||||||||||||
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Total | 13,120,258 | 6,327,737 | 473,26 | 14,076,058 | 5,838,104 | 408,17 | (6.79 | %) | 8.39 | % | ||||||||||||||||||||||
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(1) | Information in MWh has not been reviewed by external auditors. |
(2) | Includes Regulated Market Electricity Sale Contracts (CCEARs) and ‘bilateral contracts’ with other agents. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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A highlight is the volume of energy sold to thecommercial segment 10.17% higher, mainly reflecting migration of clients from the captive market to the Free Market. In counterpart, there was a reduction of 12.76% in theindustrial category, caused in particular, by the difference of seasonalization between the periods of 2018 and 2019.
In theresidential consumer category, although the volume of MWh sold was 0.39% lower YoY due to the billing calendar, the higher revenue reflects the Periodic Tariff Review of Cemig D, in effect from May 2018, which raised the tariff for this consumer category by 18.53%. This effect is easiest to see in April and May of 2019, compared to the same period of 2018.
Also, sales of supply in the Regulated Market were lower in 2019 than 2018, due to termination of the contracts made at the 15th ‘Existing Energy’ Auction.
Revenue from Use of Distribution Systems (the TUSD charge)
This is revenue from charging Free Customers the Tariff for Use of the Distribution System (TUSD), on the volume of energy distributed. In 2Q19, this was R$635,675, compared to R$440,599 in 2Q18—increase of 44.28%. The higher figure reflected the increase of approximately 65.60% (covering both power transport volume, and demand levels) in the TUSD charge, in effect from May 28, 2018 (i.e. with full effect in 2019).
CVA andOther financial components in tariff adjustments
These items are the recognition of the difference between actualnon-controllable costs (in which the contribution to the CDE – the Energy Development Account and energy bought for resale, are significant components) and the costs that were used in calculating rates charged to customers. The amount of this difference is passed through to customers in the next tariff adjustment of Cemig D (the distribution company). In 2Q19 this represented a gain (posted in revenue) of R$40,109, whereas in 2Q18 it produced a revenue gain of R$709,516. The difference mainly reflects a higher difference between costs of power supply in 2018 and the estimates provided for in advance in the tariff calculation (the difference generating a financial asset to be reimbursed to the Company through the next tariff adjustment). There are more details in Note 15.
Transmission concession revenue
Cemig GT’s transmission revenue comprises the sum of the revenues of all the transmission assets. The concession contracts establish the Permitted Annual Revenue (Receita Anual Permitida, or RAP) for the assets of the existing system, updated annually based on the variation in the IPCA inflation index. Whenever there is an upgrade or adaptation to an existing asset, made under specific authorization from Aneel, an addition is made to the RAP.
This revenue was R$125,564 in 2Q19, compared to R$105,591 in 2Q18 – or 18.92% higher. The higher figure arises from the inflation adjustment of the annual RAP, applied in July 2018, plus the new revenues related to the investments authorized to be included. Additionally, it includes an adjustment to expectation of cash flow from financial assets, arising from change in the fair value of the Regulatory Remuneration Base of Assets (BRR).
The percentages and indices applied for the price adjustment are different for different concessions: the IPCA index is applied to the contract of Cemig GT, and the IGPM index to the contract of Cemig Itajubá. In 2018, the adjustments made to the RAP were: positive 4.00% for Cemig GT’s concession contracts; and positive 3.30% for those of Cemig Itajubá. The adjustments comprised application of the inflation adjustment index, and recognition of works to upgrade and improve the facilities.
Transmission reimbursement revenue
The revenue from reimbursements of transmission assets in 2Q19 was R$57,921, – or 40.09% less than in 2Q18 (R$96,678). As specified in the sector regulations, the Company reports in each period the amount of the inflation/monetary adjustment applicable to the amount of indemnity receivable, based on the average regulatory cost of capital.
For more details see Note 15 –Financial assets of the concession.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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Revenue from transactions in the Wholesale Trading Exchange (CCEE)
Revenue from electricity sales on the CCEE in 2Q19 was R$ 144,821, compared to R$ 25,639 in 2Q18 – 464.85% higheryear-on-year. This was mainly because Free Clients adopted a more aggressive strategy in seasonalization of their contracts in 2Q19 than in 2Q18, which increased Cemig GT’s levels of available excess energy in April and May 2019. Additionally, Cemig assumed a debtor position in the CCEE in June 2018, caused by higher allocation of supply by clients in this period, and to spot sales.
Revenue from supply of gas
Cemig reports revenue from supply of gas totaling R$534,955 in 2Q19, compared to R$470,908 in 2Q18 – 13.60% higher. This difference basically reflects the higher pass-through of the costs of gas acquired from Petrobras, and the increase in the tariff in 2Q19.
Construction revenue
Infrastructure construction revenue in 2Q19 was R$266,107, or 29.31% more than in 2Q18 (R$205,783). This revenue is fully offset by Construction costs, of the same amount, and corresponds to the Company’s investments in assets of the concession in the period.
PIS/Pasep and Cofins taxes credits over ICMS
PIS/Pasep and Cofins taxes credits over ICMS, adding up to R$ 1,438,563, are the result of recognition by the courts of the right of the Company and its subsidiaries to exclude the amount of ICMS tax from the calculation basis of those taxes, backdated to July 2003. For further information see Note 9.
Other operating revenues
Theother operating revenues line for the Company and its subsidiaries in 2Q19 totaled R$396,386, compared to R$311,331 in 2Q18 – a higher of 27.32%.
Taxes and regulatory charges reported as Deductions from revenue
The taxes and charges that are recorded as deductions from operating revenue totaled R$2,956,432 in 2Q19, or 10.19% more than in 2Q18 (R$2,683,021).
The Energy Development Account – CDE
The amounts of payments to the Energy Development Account (CDE) are decided by an Aneel Resolution. The purpose of the CDE is to cover costs of concession indemnities (reimbursements of costs of assets), tariff subsidies, and the subsidy for balanced tariff reduction, thelow-income-consumer subsidy, the coal consumption subsidy, and the Fuels Consumption Account (CCC). Charges for the CDE in 2Q19 were R$679,017, compared to R$593,105 in 2Q18.
This is anon-manageable cost: the difference between the amounts used as areference for setting of tariffs and the costs actually incurred is compensated for inthe subsequent tariff adjustment.
Customer charges – the ’Flag’ Tariff system
Customer charges related to the Flag Tariff was R$8,712 in 2Q19 and R$8,287 in 2Q18 – an increase of 5.13%. The ‘Flag’ Tariff bands are activated as a result of low levels of water in the system’s reservoirs – tariffs are temporarily increased due to scarcity of rain.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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Other taxes and charges on revenue
The deductions and charges with the most significant impact on revenue are mainly taxes, calculated as a percentage of sales revenue. Thus their variations are, substantially, in proportion to the variations in revenue.
Operating costs and expenses (excluding financial income/expenses)
Operating costs and expenses in 2Q19 totaled R$5,489,685, or 12.97% more than in 2Q18 (R$4,859,630). For more on the components of Operating costs and expenses see Note 26.
The following paragraphs comment on the main variations.
Employee profit sharing
The expense on employees’ and managers’ profit sharing was R$ 108,478 higher than in 2Q18 (R$3,150). The higher figure arises from the higher consolidated profit of Cemig – the basis of calculation for profit shares (the collective agreements are unified).
Energy bought for resale
This expense in 2Q19 was 10.39% lower, at R$2,526,019, compared to R$2,818,905 in 2Q18. This arises mainly from the following items:
◾ | Expenses on supply acquired at auction were R$ 684,774 in 2Q19, compared to R$ 757,243 in 2Q18 – a decrease of 9.57%—mainly due to updating of contracts, at higher prices, for the year 2019. |
◾ | The expense on energy bought in the spot market was R$ 278,055 in 2Q19 and R$ 710,115 in 2Q18 – a decrease of 60.84%, mainly due to the spot price being 56.60% lower on average in the period (R$ 131.36/MWh in 2Q19, vs. R$ 302.68/MWh in 2Q18). |
◾ | Expenses on distributed generation were R$ 44,892 in 2Q19 and R$ 19,539 in 2Q18 – an increase of 129.76%, reflecting the growth in the number of generation units from 2Q18 to 2Q19, and the higher volume of power supply injected into the grid,year-on-year. |
◾ | Expenses on supply acquired through physical guarantee quota contracts were R$ 185,427 in 2Q19 and R$ 140,241 in 2Q18 – an increase of 32.22%. This was basically due to the average price per MWh being 22.73% higher – at R$ 101.93 in 2Q19, compared to R$ 83.05 in 2Q18. |
Charges for use of the transmission network
Charges for use of the transmission network in 2Q19 totaled R$367,375, a reduction of 11.70% compared with 2Q18 (R$416,038).
This expense is payable by energy distribution and generation agents for use of the facilities that are components of the national grid. The amounts to be paid are set by an Aneel Resolution.
This is anon-manageable cost in the distribution activity: the difference between the amounts used as a reference for calculation of tariffs and the costs actually incurred is compensated for in the subsequent tariff adjustment.
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Operating provisions
Operating costs and expenses in 2Q19 totaled R$869,373, or 548.24% more than in 2Q18 (R$134,112). This arises mainly from the following items:
◾ | Recognition of an estimated loss on realization of the receivables from Renova, in the amount of R$688,031, after an assessment of the investee’s credit risk. |
◾ | Provisions foremployment-law legal actions amounting R$ 105,122 in 2Q19, compared to a reversal of provisions of R$20,114 in 2Q18. This arises mainly from new actions, or from reassessment of the chances of loss in existing actions, based on adverse court decisions taking place in the period. Also, a difference was recognized for application of theIPCA-E inflation index instead of the TR reference rate in monetary adjustment foremployment-law legal actions dealing with debts arising from March 25, 2015 to November 10, 2017. These are at the advanced execution phase and now have chances of loss assessed as ‘probable’, due to the recent decision by the RegionalEmployment-law Appeal Court of the Minas Gerais region (3rd Region) to apply the decision of the HigherEmployment-law Appeal Court, ordering use of theIPCA-E index. For further information, see Note 25. |
◾ | Estimated losses on doubtful receivables were R$47,627 in 2Q19 and R$91,374 in 2Q18 – a decrease of 47.88%. |
Personnel
The expense on personnel in 2Q19 was R$312,031 and R$348,576 in 2Q18 – a decrease of 10.48%. The lower figure basically reflects a higher expense on the voluntary dismissal program, of R$ 25,666, in the prior year (2Q18).
Construction cost
Infrastructure construction costs in 2Q19 totaled R$266,107, or 31.10% more than in 2Q18 (R$202,974). This line records the Company’s investment in assets of the concession in the period, and is fully offset by the line Construction revenue, in the same amount.
Gas bought for resale
In 2Q19 the Company recorded an expense of R$330,180 on acquisition of gas, 12.60% more than its comparable expense of R$293,225 in 2Q18. This is basically due increase of the cost of gas bought from Petrobras.
Post-employment obligations
The impact of the Company’s post-employment obligation on operating profit was an expense of R$97,790 in 2Q19 – which compares with an expense of R$86,126 in 2Q18, increase 13.54%. This mainly reflects a higher cost for the Health Plan in 2019, due to reduction of the discount rate used in the actuarial valuation made in December 2018 – which increases the total of post-retirement obligations. Also, the actuarial valuation of 2018 included the assumption of real growth in contributions to the Health Plan 1.00% above inflation.
Share of profit (loss) of associates and joint ventures, net
In 2Q19 Cemig recorded a net equity method valuation gain of R$ 36,274, which compares with a net loss of R$ 83,107 in 2Q18. The losses in 2018 mainly came from the interests in Renova and Madeira Energia. No equity method gain or loss was reported in 2Q19 for the investment in Renova, since the entire value of that investment was written down in December 2018, as a result of that investee’s negative net equity.
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Net financial revenue (expenses)
Cemig reports net financial expenses in 2Q19 of R$1,908,587, compared to net financial expenses of R$696,832 in 2Q18. The main factors are:
◾ | Higher gains on the hedge transaction contracted to protect the Eurobond issue from exchange rate variation: the gain in 2Q19 was R$ 461,083, compared to a gain of R$82,879 in 2Q18. This improvement mainly reflects lowering of the yield curve over the period of the contract, reducing expectations for the amount of payments of Cemig’s obligations, which are indexed to the CDI rate, increasing the fair value of the option. |
◾ | Monetary updating of the PIS/Pasep and Cofins taxes credits over ICMS, adding up to R$1,553,112. For more information see Note 9. |
◾ | Lower FX variation on loans in foreign currency – which in 2Q19 represented a financial gain of R$103,450, but were a financial expense of R$540,755 in 2Q18. This reduction is due to the lower exchange rate in effect in the period. |
For a breakdown of financial revenues and expenses please see Note 31.
Income and Social Contribution taxes
In 2Q19, the expense on income and the Social Contribution taxes totaled R$1,356,983, onpre-tax profit of R$3,471,969. In 2Q18, the expense on income and the Social Contribution taxes was R$773, on loss of R$33,031. These effective rates are reconciled with the nominal tax rates in Note 10(c).
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OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL
Board of Directors
Meetings
The Board of Directors met 20 times up to June 30, 2019, to discuss strategic planning, projects, acquisition of new assets, various investments, and other subjects.
Membership, election and period of office
The present period of office began with the EGM on June 11, 2018, with election by the multiple voting system.
The periods of office of the present members of the Board of Directors expire at the Annual General Meeting of Shareholders to be held in 2020.
Principal responsibilities and duties:
Under theby-laws, the Board of Directors has the following responsibilities and duties, as well as those conferred on it by law:
◾ | Decision on any sale of assets, loans or financings, charge on the company’s property, plant or equipment, guarantees to third parties, or other legal acts or transactions, with value equal to 1% or more of the Company’s total Shareholders’ equity. |
◾ | Authorization for issuance of securities in the domestic or external market to raise funds. |
◾ | Approval of the Long-term Strategy and the Multi-year Business Plan, and alterations and revisions to them, and the Annual Budget. |
Qualification and remuneration
The Board of Directors of the Company comprises 9 (nine) sitting members and the same number of substitute members. One is the Chair, and another Deputy Chair. The members of the Board of Directors are elected for concurrent periods of office of 2 (two) years, and may be dismissed at any time, by the General Meeting of Shareholders.Re-election for a maximum of 3 (three) consecutive periods of office is permitted, subject to any requirements and prohibitions in applicable legislation and regulations.
A list with the names of the members of the Board of Directors and their résumés is on our website at: http://ri.cemig.com.br.
The Audit Committee
The Audit Committee is an independent, consultative body, permanently established, with its own budget allocation. Its objective is to provide advice and assistance to the Board of Directors, to which it reports. It also has the responsibility for such other activities as are attributed to it by legislation.
The Audit Committee has three members, the majority of them independent, nominated and elected by the Board of Directors in the first meeting after the Annual General Meeting for periods of office of three years, not to run concurrently. Onere-election is permitted.
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Under theby-laws, the Audit Committee of Cemig has the following duties, among others:
◾ | to supervise the activities of the external auditors, evaluating their independence, the quality of the services provided and the appropriateness of such services to the Company’s needs; |
◾ | to supervise activities in the areas of internal control, internal audit and preparation of the financial statements; |
◾ | to evaluate and monitor, jointly with the management and the Internal Audit Unit, the appropriateness of the transactions with related parties. |
Executive Board
The Executive Board has 7 (seven) members, whose individual functions are set by the Company’s bylaws. They are elected by the Board of Directors, for a period of office of two years, subject to the applicable requirements of law and regulation, and may bere-elected up to three times.
Members are allowed simultaneously also to holdnon-remunerated positions in the management of wholly-owned subsidiaries, subsidiaries or affiliates of Cemig, upon decision by the Board of Directors. They are also, obligatorily under theby-laws, members, with the same positions, of the Boards of Directors of Cemig GT (Generation and Transmission) and Cemig D (Distribution).
The period of office of the present Chief Officers expires at the first meeting of the Board of Directors held after the Annual General Meeting of 2020.
The members of the Executive Board and their résumés are on our website: http://ri.cemig.com.br
The members of the Executive Board (the Company’s Chief Officers) have individual responsibilities set by the Board of Directors and theby-laws. These include:
◾ | Current management of the Company’s business, subject to compliance with the Long-term Strategy, the Multi-year Business Plan, and the Annual Budget, prepared and approved in accordance with theseby-laws. |
◾ | Authorization of the Company’s capital expenditure projects, signing of agreements or other legal transactions, contracting of loans and financings, and creation of any obligation in the name of the Company, based on an approved Annual Budget, which individually or in aggregate have values less than 1% (one per cent) of the Company’s Shareholders’ equity, including injection of capital into wholly-owned or other subsidiaries, affiliated companies, and the consortia in which the Company participates. |
◾ | The Executive Board meets, ordinarily, at least two times per month; and, extraordinarily, whenever called by the Chief Executive Officer or by two Executive Officers with at least two days’ prior notice in writing or by email or other digital medium, such notice not being required if all the Executive Officers are present. The decisions of the Executive Board are taken by vote of the majority of its members, and in the event of a tie the Chief Executive Officer shall have a casting vote. |
Audit Board
Meetings
◾ | The Audit Board held eleven meetings in first semester 2019. |
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Membership, election and period of office
◾ | We have a permanent Audit Board, made up of five sitting members and their respective substitute members. They are elected by the Annual General Meeting of Shareholders, for periods of office of two years. |
◾ | Nominations to the Audit Board must obey the following: |
a) | The following two groups of shareholders each have the right to elect one member, in separate votes, in accordance with the applicable legislation: (i) the minority holders of common shares; and (ii) the holders of preferred shares. |
b) | The majority of the members must be elected by the Company’s controlling stockholder; at least one must be a public employee, with a permanent employment link to the Public Administration. |
◾ | The members of the Audit Board are listed on our website: http://ri.cemig.com.br |
Under theby-laws, the Audit Board has the duties and competencies set by the applicable legislation and, to the extent that they do not conflict with Brazilian legislation, those required by the laws of the countries in which the Company’s shares are listed and traded.
Qualification and remuneration
The global or individual compensation of the members of the Audit Board is set by the General Meeting of Shareholders which elects it, in accordance with the applicable legislation.
Résumé information on its members is on our website: http://ri.cemig.com.br.
The Sarbanes-Oxley Law
On July 23, 2007 Cemig obtained the first certification of its internal controls for mitigation of risks involved in the preparation and disclosure of the financial statements, issued in accordance with Section 404 of the Sarbanes-Oxley Law and the rules of the Public Company Accounting Oversight Board (PCAOB). This was included in the annual20-F Report relating to the business year of 2006, filed with the US Securities and Exchange Commission (SEC).
Corporate risk management
Corporate risk management is a management tool that is an integral part of Cemig’s corporate governance practices. It identifies the events that can interfere in the process of the Company achieving its strategic objectives.
The Corporate Risks and Compliance Management Unit has been subordinated to the CEO’s office since 2016. This change underlines the intention to increase independence of these processes and to provide information to senior management for decision-making, preserving the value of the company. The practice of risk management is thus a competitive differentiation factor, to be used not only defensively, but also as an opportunity for improvement. The structuring and analysis of operations from the point of view of risk management are factors that optimize investment in the control of the activity. They reduce costs, improve performance, and consequently help the Company achieve its targets.
In risk management processes, in planning of operations and in development of new business initiatives, Cemig always acts in consideration of the precautionary principle. During planning, all the factors that might present risks to health and/or safety of employees, suppliers, customers, the general population or the environment are taken into account. Further, the fact that the Company is recognized by the Dow Jones Sustainability Index and the Corporate Sustainability Index (ISE) reflects the implementation of structural elements of the risk management system, and commitment to sustainability.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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Statement of Ethical Principles and Code of Professional Conduct
On May 11, 2004 Cemig’s Board of Directors approved theStatement of Ethical Principles and Code of Professional Conduct, which aims to orient and discipline everyone acting in the name of, or interacting with, Cemig, to ensure ethical behavior at all times, and always in accordance with the law and regulations. The code can be seen at http://ri.cemig.com.br. It was updated in 2019.
The Ethics Committee
This was created on August 12, 2004, and is responsible for coordinating action in relation to management (interpretation, publicizing, application and updating) of theStatement of Ethical Principles and Code of Professional Conduct,including assessment of and decision on any possiblenon-compliances with Cemig’s Code of Ethics.
The Committee has three sitting members and three substitute members. It may be contacted through our Ethics Channel – the anonymous reporting channel on the corporate Intranet, or by email, internal or external letter or by an exclusive phone line – these means of communication are widely publicized internally to all staff. These channels enable both reports of adverse activity and also consultations. Reports may result in opening of proceedings to assess anynon-compliances with Cemig’sStatement of Ethical Principles and Code of Professional Conduct.
The Ethics Channel
Cemig installed this means of communication, available on the internal corporate Intranet, in December 2006.
Through it the Ethics Committee can receive anonymous reports or accusations that can enable Cemig to detect irregular practices that are contrary to its interest, such as: financial fraud, including adulteration, falsification or suppression of financial, tax or accounting documents; misappropriation of goods or funds; receipt of undue advantages by managers or employees; irregular contracting; and other practices considered to be illegal.
It is one more step in improving Cemig’s transparency, compliance with legislation, and alignment with best corporate governance practices. It improves the management of internal controls and dissemination of the ethical culture to Cemig’s employees in the cause of optimum compliance by our business.
SHAREHOLDING POSITION OF HOLDERS OF
MORE THAN 5% OF THE VOTING STOCK ON JUNE 30, 2019
COMMON SHARES | % | PREFERRED SHARES | % | TOTAL SHARES | % | |||||||||||||||||||
State of Minas Gerais | 248,480,146 | 50.96 | — | — | 248,480,146 | 17.03 | ||||||||||||||||||
FIA Dinâmica Energia S/A | 48,700,000 | 9.99 | 55,905,344 | 5.76 | 104,605,344 | 7.17 | ||||||||||||||||||
BNDESPAR | 54,342,992 | 11.14 | 26,220,938 | 2.70 | 80,563,930 | 5.52 |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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CONSOLIDATED SHAREHOLDING POSITION OF
THE CONTROLLING SHAREHOLDERS AND MANAGERS, AND FREE FLOAT,
ON JUNE 30, 2019
June 30, 2019 | ||||||||
Common (ON) shares | Preferred (PN) shares | |||||||
Controlling stockholder | 248,480,146 | — | ||||||
Board of Directors | — | 16,600 | ||||||
Executive Board | — | 19,600 | ||||||
Shares in Treasury | 69 | 560,649 | ||||||
Free float | 239,133,998 | 970,541,539 | ||||||
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TOTAL | 487,614,213 | 971,138,388 | ||||||
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Investor Relations
In 2019 we expanded Cemig’s exposure to the Brazilian and global capital markets, through strategic actions intended to enable investors and shareholders to make a correct valuation of our businesses and our prospects for growth and addition of value.
We maintain a constant and proactive flow of communication with Cemig’s investor market, continually reinforcing our credibility, seeking to increase investors’ interest in the Company’s shares, and to ensure their satisfaction with our shares as an investment.
Our results are published through presentations transmitted via video webcast and telephone conference calls, with simultaneous translation in English, always with members of the Executive Board present, developing a relationship that is increasingly transparent and in keeping with best corporate government practices.
To serve our shareholders – who are spread over more than 40 countries – and to facilitate optimum coverage of investors, Cemig has been present in and outside Brazil at a very large number of events, including seminars, conferences, investor meetings, congresses, roadshows, and events such asMoney Shows; as well as holding phone and video conference calls with analysts, investors and others interested in the capital markets.
At the end of May 2019 we held our 24rdAnnual Meeting with the Capital Markets, in Belo Horizonte, Minas Gerais – where market professionals had the opportunity to interact with the Company’s directors and principal executives.
Corporate governance
Our corporate governance model is based on principles of transparency, equity and accountability, focusing on clear definition of the roles and responsibilities of the Board of Directors and the Executive Board in the formulation, approval and execution of policies and guidelines for managing the Company’s business.
We seek sustainable development of the Company through balance between the economic, financial, environmental and social aspects of our enterprises, aiming always to improve the relationship with shareholders, customers, and employees, the public at large and other stakeholders.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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Cemig’s preferred and common shares (tickers: CMIG4 and CMIG3 respectively) have been listed at Corporate Governance Level 1 on the São Paulo Stock Exchange since 2001. This classification represents a guarantee to our shareholders of optimum reporting of information, and also that shareholdings are relatively widely dispersed. Because Cemig has ADRs (American Depositary Receipts) listed on the New York Stock Exchange, representing its preferred (PN) shares (ticker CIG) and common (ON) shares (ticker CIG.C), it is also subject to the regulations of the US Securities and Exchange Commission (SEC) and the New York Stock Exchange Listed Company Manual. Our preferred shares have also been listed on theLatibex of the Madrid stock exchange (with ticker XCMIG) since 2002.
In June 2018 an Extraordinary Meeting of Shareholders approved alterations to the Company’s bylaws, to maintain best corporate governance practices, and adapt to Law 13303/2016 (also known as the State Companies Law).
The improvements now formally incorporated in theby-laws include:
◾ | Reduction of the number of members of the Board of Directors from 15 to 9, in line with the IBGC Best Corporate Governance Practices Code, and the Corporate Sustainability Evaluation Manual of the Dow Jones Sustainability Index. |
◾ | Creation of the Audit Committee (Comitê de Auditoria). The Audit Board (Conselho Fiscal) remains in existence. |
◾ | ThePolicy on Eligibility and Evaluation for nomination of a member of the Board of Directors and/or the Executive Board in subsidiary and affiliated companies. |
◾ | TheRelated Party Transactions Policy. |
◾ | Formal designation for the Board of Directors to ensure implementation of and supervision of the Company’s systems of risks and internal controls. |
◾ | Optional power for the Executive Board to expand the technical committees (on which members are career employees), with autonomy to make decisions in specific subjects. |
◾ | The CEO now to be responsible for directing compliance and corporate risk management activities. |
◾ | Greater emphasis on the Company’s control functions: internal audit, compliance, and corporate risk management. |
◾ | Adoption of an arbitration chamber for resolution of any disputes between the Company, its shareholders, managers, and/or members of the Audit Board. |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
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* * * * * * * * * * * *
(The original is signed by the following signatories:)
Cledorvino Belini | Dimas Costa | Maurício Fernandes Leonardo Júnior | ||
Chief Executive Officer | Chief Trading Officer | Chief Finance and Investor Relations Officer | ||
Ronaldo Gomes de Abreu | Daniel Faria Costa | |||
Chief Distribution Officer | Chief Officer for Management of Holdings | |||
Paulo Mota Henriques | Luciano de Araújo Ferraz | |||
Chief Generation and Transmission Officer | Chief Regulation and Legal | |||
Leonardo George de Magalhães | Leonardo Felipe Mesquita | |||
Controller CRC-MG 53.140 | Business Accounting Manager Accountant –CRC-MG 85.260 |
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A free translation from Portuguese into English of Independent Auditor’s Review Report on Quarterly Information prepared in Brazilian currency in accordance with accounting practices adopted in Brazil and International Financial Reporting Standards (IFRS), issued by International Accounting Standards Board – IASB
Independent Auditor’s Review Report on Quarterly Information—ITR
To the Shareholders and Management of
Companhia Energética de Minas Gerais—CEMIG
Belo Horizonte—MG
Introduction
We have reviewed the individual and consolidated interim financial information of Companhia Energética de Minas Gerais – CEMIG (the “Company”), contained in the Quarterly Information Form (ITR) for the quarter ended June 30, 2019, which comprise the statement of financial position as at June 30, 2019 and the statements of profit or loss and comprehensive income for the three andsix-month periods then ended and the statements of changes in equity and cash flows for thesix-month period then ended, including notes to the interim financial information.
Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with Accounting Pronouncement CPC 21 (R1) – Interim Financial Reporting and with IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the fair presentation of this information in conformity with the rules issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of Quarterly Information Form (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review engagements (NBC TR 2410 and ISRE 2410 – Review of Interim Financial Information performed by the Independent Auditor of the Entity, respectively). A review of interim financial 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 auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the quarterly information referred to above are not prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34, applicable to the preparation of Quarterly Information Form (ITR), and presented consistently with the rules issued by the Brazilian Securities and Exchange Commission (CVM).
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Emphasis of matter
Risks related to compliance with laws and regulations
As mentioned in Note 17 to the interim financial information, currently investigations and other legal measures are being conducted by public authorities in connection with Company and certain investees regarding certain expenditures and their allocations, which involve and also include some of their other shareholders and certain executives of the Company and of these other shareholders. The governance bodies of the Company have authorized contracting of a specialized company to analyze the internal procedures related to these certain investments and to ascertain such claims. At this point, it is not possible to forecast future developments arising from these internal investigation procedures and conducted by the public authorities, nor their possible effects on the Company’s and its subsidiaries’ interim financial information. Our conclusion is not modified in respect of this matter.
Risk regarding the ability of jointly-controlled investee Renova Energia S.A. to continue as a going concern
As disclosed in Note 17 to the interim financial information, the jointly-controlled investee Renova Energia S.A. has incurred recurring losses and, as at June 30, 2019, has negative net working capital, equity deficit and negative gross margin. These events or conditions in connection with other matters disclosed in Note 17, indicate the existence of relevant uncertainty that may raise significant doubt about the ability of this jointly-controlled investee to continue as a going concern. Our conclusion is not modified in respect of this matter.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added (SVA) for thesix-month period ended June 30, 2019, prepared under Company’s Management responsibility, whose form and content presentation in the interim financial information are required in accordance with the criteria defined by CPC 09 – Statement of Value Added and rules issued by the Brazilian Securities and Exchange Commission (CVM) applicable to preparation of Quarterly Information Form (ITR), and as supplementary information by the International Financial Reporting Standards (IFRS), which do not require SVA presentation. These statements have been subject to the same review procedures previously described and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the overall interim financial information.
Belo Horizonte (MG), August 15, 2019.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-6
Shirley Nara S. Silva |
AccountantCRC-1BA022650/O-0 |
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version. |
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