QUEIROZ GALVÃO PARTICIPAÇÕES CONCESSÕES S.A.

Transcription

1 QUEIROZ GALVÃO PARTICIPAÇÕES CONCESSÕES S.A.

2 2 MANAGERIAL REPORT To the Stockholders, In accordance with the by-laws, we are submitting for your consideration the annual report of the management, and the related financial statements for the year ended December 31, 2009, of Queiroz Galvão Participações Concessões S. A. The Management is grateful to all those who contributed toward the results achieved, especially our team of collaborators for their hard work and dedication, to suppliers and service providers for their good quality and punctuality and to clients for their faith in our work. Rio de Janeiro, April 12th, BOARD OF DIRECTORS Advisory council: Ricardo de Queiroz Galvão President Marcos de Queiroz Galvão Vice President Roberto de Queiroz Galvão Antônio Augusto de Queiroz Galvão Counselor Executive Board: Ricardo da Bôa Viagem Parahyba Mardonildo Oliveira Olímpio Director ACCOUNTANT Flávio de Castro e Souza CRC-RJ

3 3 BALANCE SHEETS At December 31, 2009 and 2008 (in thousand of US dollars ) HOLDING COMPANY ASSETS Current assets: Cash 8,957 9,325 3, Marketable securities 11,643 23,966 3,177 21,113 Trade accounts receivable 20,878 14,622 3,165 4,710 Inventories 1, Taxes recoverable 1,633 1,924 1,006 1,661 Related parties 13,456 19,368 48,449 39,789 Other accounts receivable 2,343 1, Total current assets 60,059 70,791 58,995 67,551 Non current assets: Long-term assets: Marketable securities 11,182 7, Judicial deposits 392 1, Deferred income tax 4,445 1, Other accounts receivable 3,298 3, Subsidiary and Associated companies ,703 69,382 Other investments Fixed assets 207, , Intangible Deferred assets 13,803 12, Total non current assets 241, , ,577 70, , , , ,584 (continued) See notes to financial statements.

4 4 BALANCE SHEETS At December 31, 2009 and 2008 (in thousand of US dollars) HOLDING COMPANY LIABILITIES Current liabilities: Loans and debentures 1,192 16, Trade accounts payable 20,609 2, Fiscal and social obligations 4,516 2, Dividends payable 1, Payroll and social securities 1, Creditor for grant Other accounts payable 3,759 4, Total current liabilities 33,431 26, Non current liabilities: Loans 67,304 63, Fiscal and social obligations 2,209 5, Other accounts payable 26,568 16, Deferred income Discount and agio in investments consolidated 4, Total non current liabilities 100,284 85, Minority interest 2,092 2, Shareholders equity: Capital stock 120,606 89, ,606 89,859 Capital reserve Profit reserve 44,871 46,959 44,871 46,959 Total shareholders equity 165, , , , , , , ,584 See notes to financial statements.

5 5 C O N S O L I D AT E D S TAT E M E N T S O F I N C O M E HOLDING COMPANY Service income 155, , Equity in earnings ,005 21,830 Tax over revenue (9,360) (6,771) - - Cost of services (61,728) (48,248) - - Gross profit 84,668 56,884 38,005 21,830 Operating income (expenses): Administrative (22,158) (15,257) (1,579) (46) Depreciation (5,636) (4,414) - - Tax expenses (123) (98) (13) (36) Other 665 3,110 - (392) (27,252) (16,659) (1,592) (474) Financial income 6,984 4,760 1,711 2,071 Financial expenses (9,476) (11,795) (655) (35) (2,492) (7,035) 1,056 2,037 Profit before income tax and social contribution 54,924 33,190 37,469 23,393 Minority interest (1,166) Social contribution (4,760) (2,866) (389) (141) Income tax (12,736) (7,668) (145) (380) Deferred income tax and social contribution Net income 36,935 22,872 36,935 22,872 Earning per share Number of shares of the capital stock 6,197,736 6,197,736 See notes to financial statements.

6 6 STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY EARNING RESERVES CAPITAL STOCK CAPITAL RESERVE REVALUATION RESERVE LEGAL RESERVE REALIZABLE PROFITS RETAINED (LOSS)ARNINGS TOTAL Balances at December 31, , ,736 2,664 8,138 21, ,000 Gain (loss) on translation (28,698) (6) (2,115) (645) (1,970) (5,297) (38,731) Constitution of legal reserve ,144 - (1,144) - Constitution of profit reserve ,628 (37,628) - Constitution of revalation reserve - - (6,621) - - (685) (7,306) Net income for the year ,872 22,872 Balances at December 31, , ,163 43, ,835 Gain (loss) on translation 30, ,083 14,985-46,821 Dividends paid (55,091) - (55,091) Constitution of legal reserve ,847 - (1,847) - Constitution of profit reserve ,088 (35,088) - Net income for the year ,935 36,935 Balances at December 31, , ,093 38, ,500 See notes to financial statements.

7 7 S TAT E M E N T O F C A S H F L O W HOLDING COMPANY Cash flows from operating activities: (Loss) for the year 36,935 22,872 36,935 22,872 Adjustments for: Depreciation 16,701 13, Equity in earnings - - (38,005) (21,830) Minority interest (1,166) (947) - - Assets write off Interest expenses 2,492 7,035 (1,056) (2,036) 55,001 42,389 (2,126) (995) Decrease (increase) in accounts receivable (6,256) (4,368) 1,545 (4,710) Decrease (increase) in inventories (689) 2, Decrease (increase) in recoverable taxes Decrease (increase) in other accounts receivable (7,310) 13,682 (217) 2,068 Increase (decrease) in suppliers 18,277 (11,828) 1 - Increase (decrease) in salaries, charges and tax obligations to pay 3, (52) Increase (decrease) in related parties 5,912 (8,920) (8,660) (15,273) Increase (decrease) in other trade accounts payable 10,533 (1,951) - (4,821) Cash flows from operating activities 79,200 31,583 (8,479) (23,533) ( - ) Interests paid (9,476) (19,217) (655) (35) Net cash used in operating activities 69,724 12,366 (9,134) (23,568) Cash flows used in investing activities ( - ) Additions in Fixed assets (70,776) 32, ( - ) Additions Subsidiary and Associated ,047 Dividends received (6,621) Interests received 6,984 4,760 1,711 2,071 Net cash used in investing activities (62,861) 37,718 2,389 33,497 Cash flows from financing activities Financing (paid) received (11,284) (34,933) - - Dividends paid (55,091) - (55,091) - Net cash used in financing activities (66,375) (34,933) (55,091) - Increase in cash and cash equivalents (59,512) 15,150 (61,836) 9,929 Cash and cash equivalents, beginning of the year 33,291 23,934 21,390 15,121 Cash and cash equivalents, end of the year 20,600 33,291 6,375 21,390 Gain on translation (46,821) 5,793 (46,821) 3,660 Increase in cash and cash equivalents (59,512) 15,150 (61,836) 9,929 See notes to financial statements.

8 8 NOTES TO FINANCIAL STATEMENTS (A translation of the original report in Portuguese containing financial statements prepared in accordance with accounting practices generally accepted in Brazil) 1 > OPERATIONS The Queiroz Galvão Participações Concessões S.A. is a privately held Company whole owned subsidiary of Queiroz Galvão S.A. The Company was incorporated on February 01, 1998 as part of an ample corporate reorganization process of the Queiroz Galvão S.A. group which included new strategic plans and the realignment of operation by area of activity within that scenery the Company was created with the objective to increment the participation of the Queiroz Galvão Group in other companies originated from public concessions in the areas of sanitation, energy, highways and engineering. The investments and the respective activity areas are as follow: SANITATION Concessionária Águas do Paraíba S.A. - (direct participation 20.00%) Concessionária Águas de Juturnaíba S.A. - (direct participation 22.56%) Saneamento Ambiental Águas do Brasil (direct participation 24.18%) (direct participation 28.51%) Concessionária Águas de Niterói S.A. - (direct participation 20.00%) Concessionária Águas das Agulhas Negras - (direct participation 50.00%) Concessionária Águas do Imperador S.A. - (direct participation 20.00%) Headlight Vital Energia S.A. (direct participation %) (direct participation %) GMS Gestão e Manut. de Saneam. Básico (direct participation 21.95%) (direct participation 20.00%) Concessionária Águas de Araçoiaba S.A. (direct participation 22.56%) - HIGHWAY/SUBWAY Concessionária Rio-Teresópolis S.A. (direct participation 8.83%) (direct participation 8.83%) Rodovias Integradas do Paraná S.A. (direct participation 24.08%) (direct participation 24.08%) Concessionária Rio Barra S.A. (direct participation 39.54%) (direct participation 50.00%) Queiroz Galvão Rodovias S.A. - (direct participation %) ENERGY Companhia Energética Santa Clara (direct participation %) (direct participation %) Queiroz Galvão Energética S.A. (direct participation %) (direct participation %) Companhia Energética Chapecó (direct participation 59.00%) (direct participation 59.00%) Mucuri Energética S.A. (direct participation %) (direct participation %) RBF Energia S.A. (direct participation %) -

9 9 NOTES TO FINANCIAL STATEMENTS 2 > PRESENTATION OF FINANCIAL STATEMENTS The financial statements have been prepared in accordance with accounting practices adopted in Brazil, which include the criteria established by Law nº 6,404/76 with changes introduced by Law nº 11,638/07 additional rules of the Brazilian Securities and Exchange Commission CVM, and the Brazilian Independent Accountants Institute (IBRACON). 3 > SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Income and expenses Income and expenses are recorded in accordance to the accrual basis method of accounting. b. Marketable securities Marketable securities are represented by investments in fixed income securities and are stated at cost, plus accrued income to the balance sheet date. c. Permanent assets Investments in subsidiaries and affiliates are accounted for by the equity method. Fixed assets are stated at cost (monetarily corrected up to December 31, 1995). Depreciation is calculated using the straight-line method over the useful lives of the assets. d. Translation into United States dollars The United States dollar amounts result from translation of the financial statements at the year-end rate of exchange as follows: R$ per US$ 1.00 R$ per US$ 1.00 The translation should not be construed as representation that the real (R$) amounts actually represent or have been, or could be converted into United States dollars.

10 10 NOTES TO FINANCIAL STATEMENTS 4 > FINANCIAL STATEMENTS The consolidated financial statements at December, and 2008 include the holding Company Queiroz Galvão Participações - Concessões S.A. and the subsidiaries details of the investors and ownership percentages are described on note 5. The financial statements have been prepared in accordance with the rules and procedures established by the Brazilian Securities and Exchange Commission (CVM Instruction nº 247/96). The consolidation process resulted from the application of the percentages describes on note 1 to the balance sheet and statement of income accounts of the investors, adjusted by the following eliminations: a. Income and expenses, reserves and other results among the consolidated companies; b. Asset and liability balances among the consolidated companies; c. Unrealized profits and basses from transactions among the consolidated companies; d. Due to the nature of consolidation characterized by a proportional consolidation, there was no minority interest in the consolidated financial statements. 5 > INVESTMENTS IN SUBSIDIARIES AND AFFILIATES Following are the details of the Investments in Queiroz Galvão Paticipações Concessões S.A. at December 31, 2009 and 2008: 2009 QUANTITY OF ON* SHARES QUANTITY OF PREFERRED SHARES PARTICIPATION % CAPITAL STOCK SHAREHOLDERS EQUITY EQUITY EQUITY IN EARNINGS Companies: Saneamento Ambiental Águas do Brasil 32,240, , ,813 31,624 5,565 Concessionária Águas do Paraíba S.A ,618 Concessionária Águas de Juturnaíba S.A Headlight Vital Energia S.A. 1, ,353 Rodovias Integradas do Paraná S.A. 15,571,473 15,571, ,858 24,775 5,966 5,403 Concessionária Rio Barra S.A. 5,373, ,981 11,581 4,580 (1,046) Concessionária Rio-Teresópolis S.A. 48,788 37, ,699 34,148 3,015 1,191 Concessionária Águas de Araçoiaba S.A. 264, Queiroz Galvão Energética S.A. 55,001, ,587 33,246 33,246 12,702 Companhia Energética Santa Clara 35,000, ,101 21,044 21,044 5,532 Companhia Energética Chapecó 12,783,333 25,566, ,331 11,867 7,001 4,758 Mucuri Energética S.A. 20, (189) (189) (118) RBF Geração de Energia S.A. 2, ,703 38,005 * ON = Ordinary

11 11 NOTES TO FINANCIAL STATEMENTS 2008 QUANTITY OF ON* SHARES QUANTITY OF PREFERRED SHARES PARTICIPATION % CAPITAL STOCK SHAREHOLDERS EQUITY EQUITY EQUITY IN EARNINGS Companies: Concessionária Águas de Niterói S.A ,501 Concessionária Águas do ParaíbaS.A. 2,670 5, ,809 18,748 3, Concessionária Águas do Imperador S.A ,028 Concessionária Águas de Juturnaíba S.A. 1,880,071 3,760, ,458 6,964 1,571 (166) Concessionária Águas das Agulhas Negras Saneamento Ambiental Águas do Brasil 32,240, ,727 43,693 12,457 3,419 Concessionária Rio-Teresópolis S.A. 48,788 37, ,522 25,459 2, Rodovias Integradas do Paraná S.A. 15,571,473 15,571, ,305 16,856 4,059 2,340 Companhia Energética Santa Clara 35,000, ,976 15,473 15,473 3,585 Companhia Energética Chapecó 12,783,333 25,566, ,813 2,833 1,671 (711) Mucuri Energética S.A. 20, (53) (53) (62) Concessionária Rio Barra S.A. 5,373, ,505 5,505 2,753 - Queiroz Galvão Saneamento S.A. 1, Queiroz Galvão Rodovias S.A. 1, Queiroz Galvão Energética S.A. 45,001, ,534 24,297 24,297 8,228 Headlight Vital Energia S.A. 20, ,156 1,156 1,602 Mucuripe Veículos Com.e Serv. Ltda (500) 69,382 21,830 * ON = Ordinary 6 > INVENTORIES Storehouse 1, Raw material - 2 Other 2 2 1,

12 12 NOTES TO FINANCIAL STATEMENTS 7 > FIXED ASSETS AND INTANGIBLE 7.1. Fixed Assets ESTIMATED USEFULL LIVES (YEARS) Buildings ,461 86,227 Field equipments and other 5 and 10 82,254 93,524 Highway improvements 5 36,943 26,941 Other fixed assets many 4, Vehicles 5 2,168 1, , ,194 Less: Accumulated depreciation (105,195) (65,398) 188, ,796 Lands 11,012 8,160 Work in process 8,443 3, , , Intangible Trademarks and technology 6 3 Telephone lines 1 2 Software

13 13 NOTES TO FINANCIAL STATEMENTS 8 > RELATED PARTIES The balance of loan contracts and transactions with related parties are: Companies Queiroz Galvão S.A 3,096 16,584 Queiroz Galvão Energética S.A 7,378 6,349 Construtora Queiroz Galvão S.A. 2 6,619 Companhia Energética Santa Clara 8,137 4,544 Mucuri Energética S.A. 6,135 3,073 Concessionária Rio Barra S.A Concessionária Rio - Teresópolis S.A Rodovias Integradas do Paraná S.A Headlight Vital Energia S.A. - (530) Saneamento Ambiental Águas do Brasil 699 1,532 Concessionária Águas do Paraíba S.A Companhia Energética Chapecó - CEC 21,891 - Agropecuária Rio Arataú S.A ,449 39,789 9 > CAPITAL The capital, subscribed and fully paid, comprises 6,197,736 ordinary nominative shares with no par value. The shareholders have the right to a minimum dividend of 3% of the net income for the year, according to the company s by-law on December 31, 2009 the equity value of each share is R$ equivalent to US$ > FINANCIAL INSTRUMENTS The financial instruments are recorded for in the balance sheet accounts as of December 31, 2009 and 2008 at compatible market value. The management of these instruments is made in a strategic way with the objective of liquidity, rentability and security. The investment control consists of a permanent follow-up of the contracted rates compared to the daily market rates. The company does not operate with derivatives or any other risk asset. 11 > CONTINGENCIES The Company s management, based on the opinion of its legal advisors believes that the appropriate referrals and arrangements for any fiscal, tax, pension and labor liability purposes; have been taken in each situation and are sufficient to preserve the company s equity no indications, in December 31, 2009, of the need to recognize any provision for contingencies in the financial statements. The accounting records and operations are subject to examination of tax authorities in different mature dates according to the specific tax laws applicable.

14 14 I N D E P E N D E N T A U D I T O R S R E P O R T (A translation of the original report in Portuguese containing financial statements prepared in accordance with accounting practices generally accepted in Brazil) THE BOARD OF DIRECTORS AND SHAREHOLDERS QUEIROZ GALVÃO PARTICIPAÇÕES E CONCESSÕES S.A. RIO DE JANEIRO RJ 1. We have audited the accompanying holding and consolidated balance sheets of Queiroz Galvão Participações e Concessões S.A. as of December 31, 2009, and the related statements of income, changes in shareholders equity and cash flows for the year then ended. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements. 2. We conducted our audit in accordance with auditing standards generally accepted in Brazil. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of holding and consolidated Queiroz Galvão Participações e Concessões S.A. at December 31, 2009, the results of its operations, the changes in its shareholders equity and cashflows for the year then ended, in accordance with accounting practices adopted in Brazil. Rio de Janeiro, April 12, 2010 Mário Vieira Lopes Contador-CRC-RJ /O