CONSTRUTORA QUEIROZ GALVÃO S.A.

Transcrição

1 CONSTRUTORA QUEIROZ GALVÃO S.A.

2 2 B A L A N Ç O S PAT R I M O N I A I S C O N S O L I D A D O S Em 31 de dezembro de 2008 e 2007 (em milhares de reais) 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 Construtora Queiroz Galvão 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: Maurício José de Queiroz Galvão President Fernando de Queiroz Galvão Vice President Marcos de Queiroz Galvão Ricardo de Queiroz Galvão Counselor EXECUTIVE BOARD Directors André Gustavo de Farias Pereira Ildefonso Colares Filho Luiz Evaldo Rios Leite Luiz Ronaldo Cherulli Nilton Marchetti Petrônio Braz Junior Ricardo da Bôa Viagem Parahyba Rui Novais Dias Rui Vaz da Costa Filho Urbano Ramos de Andrade Lima Accountant Edson Ferreira CRC-RJ /0-0

3 3 C O N S O L I D AT E D B A L A N C E S H E E T S At December 31, 2009 and 2008 (in thousand of US dollars) CONSOLIDATED HOLDING COMPANY ASSETS Current assets: Cash 100,209 63,093 40,502 9,160 Marketable securities 597, , , ,767 Trade accounts receivable 452, , , ,018 Inventories 141, , ,112 39,834 Tax recoverable 43,075 6,542 2, Prepaid expenses 19,998 11,705 3,764 3,480 Other receivables 16,384 30,294 1, Total current assets 1,370, ,946 1,145, ,954 Non current assets: Long-term assets: Marketable securities 13,450 9,028 13,450 9,028 Deposits for fiscal investiments 5,848 4, Other accounts receivable 72,495 72, Investments in subsidiaries and affiliates (note 6) , ,088 Other investments 30,398 15,744 2,226 1,751 Fixed assets (note 5) 770, , , ,638 Intangible assets 26,400 16,973 20,048 14,752 Deferred assets 7,999 2, Total non current assets 927, , , ,429 See notes to financial statements. 2,297,812 1,456,690 1,629, ,383 (continued)

4 4 C O N S O L I D AT E D B A L A N C E S H E E T S At December 31, 2009 and 2008 (in thousand of US dollars) CONSOLIDATED HOLDING COMPANY LIABILITIES Current liabilities: Trade accounts payable 214, ,476 52,622 23,686 Loans 296, ,656 63,692 39,679 Payroll and social securities and tax and social contribution payable 80,585 49,689 40,590 19,673 Other accounts payable 42,491 16,935 15, Total current liabilities 634, , ,053 83,673 Non current liabilities: Loans 474, , ,492 49,692 Tax and social contribution payable 12,358 11,634 10,904 9,372 Related parties 25,637 82,745 84,221 62,204 Other accounts payable 42,671 26, Deferred income tax and social contribution 27,227 21,267 27,227 15,342 Discount of price (5,255) (1,535) - - Deferred income 116,470 40, ,452 34,202 Total non current liabilities 693, , , ,812 Minority interest (80,295) Shareholders equity: Capital stock (note 7) 482, , , ,529 Capital reserve 4,446 3,312 4,446 3,312 Revaluation reserve 21,498 16,548 21,498 16,548 Earning reserve 541, , , ,508 Total shareholder s equity 1,050, ,898 1,050, ,898 2,297,812 1,456,690 1,629, ,383 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 CONSOLIDATED HOLDING COMPANY Service income Equity in earnings of subsidiaries and affiliates 3,000,765 1,633,562 2,317,765 1,201,063 Cost of services ,621 7,172 Gross profit (2,434,962) (1,331,618) (1,939,515) (985,398) 565, , , ,837 Operating income (expenses): Administrative (281,332) (148,625) (97,679) (58,072) Depreciation (27,011) (19,842) (10,159) (10,233) Tax expenses (16,315) (8,727) (11,895) (5,549) Other (15,581) (28,443) 1, (340,239) (205,637) (118,556) (73,364) Financial income 187, ,492 44,383 31,989 Financial expenses (96,412) (48,792) (54,101) (14,644) Financial expenses - interest on shareholders equity (53,986) (34,232) (53,986) (34,232) Reversion - interest on shareholders equity 53,986 34,232 53,986 34,232 91,418 85,700 (9,718) 17,345 Profit before social contribution and income tax 316, , , ,818 Social contribution (15,704) (6,625) (9,717) (3,312) Income tax (33,088) (23,057) (26,057) (12,144) Reversal of deferred income tax and social contribution 13,340 (951) - - Income before minority interest 281, , , ,362 Minority interest (4,707) (12) - - Net income 276, , , ,362 Earning per share Number of shares of the capital stock 843,584, ,584,781 See notes to financial statements.

6 6 S TAT E M E N T S O F C H A N G E S I N S H A R E H O L D E R S E Q U I T Y CAPITAL STOCK ADVANCE FOR FUTURE INCREASE IN CAPITAL STOCK CAPITAL RESERVE REVALUATION RESERVE EARNING RESERVE LEGAL RESERVE REALIZABLE PROFITS RETAINED EARNINGS TOTAL Balances at December 31, ,116 14,112 4,370 22,646 29, , ,074 Gain on translation (73,131) (3,416) (1,058) (5,482) (7,146) - (94,237) (184,470) Capital increase 70,544 (10,696) (59,848) - Parcial split off Realization of the revaluation reserve (616) Dividends paid (12,837) (12,837) Net income for the year , ,362 Appropriation of earnings: Constitution of earning reserve ,563 (332,563) - Financial expenses - interest on shareholders equity (34,232) (34,232) Legal reserve ,568 - (7,568) - Balances at December 31, ,529-3,312 16,548 29, , ,898 Gain on translation 102,493-1,134 5,663 10, , ,332 Capital increase 80, ,430 Realization of the revaluation reserve (713) Dividends paid (168,374) - (168,374) Net income for the year , ,823 Appropriation of earnings: Constitution of earning reserve ,709 (209,709) - Financial expenses - interest on shareholders equity (53,986) (53,986) Legal reserve ,841 - (13,841) - Balances at December 31, ,452-4,446 21,498 54, ,695-1,050,123 See notes to financial statements.

7 7 S TAT E M E N T O F C A S H F L O W CONSOLIDATED HOLDING COMPANY Cash flows from operating activities: Loss for the year 276, , , ,362 Adjustments for: Depreciation 87,684 56,148 44,404 29,208 Equity in earnings of subsidiaries and affiliates - - (62,621) (7,172) Minority interest (4,707) (4,349) - - Net value of fixed asset written off 11,309 8,426 4,623 5,131 Interest expenses (91,418) (85,700) 9,718 (17,345) 279, , , ,186 Decrease (increase) in accounts receivable (158,128) (8,241) (211,690) (52,822) Decrease (increase) in inventories (27,062) (43,763) (63,278) (28,488) Decrease (increase) in recoverable taxes (36,533) 8,765 (2,380) 617 Decrease (increase) in other accounts receivable (403) (89,322) (5,478) (3,215) Increase (decrease) in related parties (57,108) 82,745 22,017 - Increase (decrease) in suppliers 26,319 29,985 28,936 3,278 Increase (decrease) in salaries, charges and tax obligations to pay 30,896 13,718 20,917 7,400 Increase (decrease) in other trade accounts payable 39,777 33, ,180 73,788 Cash flows from operating activities 97, , , ,744 (-) Interests paid (96,412) (48,791) (54,101) (14,644) Net cash used in operating activities 1, , , ,100 Cash flows used in investing activities (-) Additions in fixed assets (472,535) (292,872) (113,114) (64,236) (-) Additions in invest.in affiliates and subsidiaries - - (22,675) 36,103 Interests received 187, ,492 44,383 31,989 Net cash used in investing activities (284,705) (158,380) (91,406) 3,856 Cash flows from financing activities Financing 433, , ,813 39,270 Capital increase 80,430-80,430 - Financial expenses - interest on shareholders equity and dividends (222,360) (47,069) (222,360) (47,069) Net cash used in financing activities 291, , (7,799) Increase in cash and cash equivalents 7, ,863 27, ,157 Cash and cash equivalents, beginning of the year 456, , , ,260 Cash and cash equivalents, end of the year 697, , , ,927 Gain on translation (233,332) 106,029 (233,332) 126,490 Increase in cash and cash equivalents 7, ,863 27, ,157 See notes to financial statements.

8 8 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S (A translation of the original report in Portuguese containing financial statements prepared in accordance with accounting practices generally accepted in Brazil) 1 > OPERATIONS The company is primarily engaged in the engineering construction field, including construction of bridges, tunnels, barriers, roads, buildings, airports and other related works. 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 6404/76 with changes introduced by Law nº /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 for in accordance to the accrual basis method of accounting. The income tax expense is calculated at the rate of 15% applied on taxable income plus a 10% surcharge and includes fiscal incentives. The social contribution expense was computed at the rate of 9% applied on adjusted taxable income before income tax, in accordance to current legislation. Deferred income tax and social contribution relate to income and expenses recorded for in accordance to Brazilian generally accepted accounting principles but regarded as taxable or deductible in different periods for tax purposes. 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, which do not exceed the market value. c. Trade accounts receivable Trade accounts receivable are represented by invoices or promissory note not paid in balance sheets date, as well as executed service, but which income didn t happen yet. d. Inventories Inventories are stated at the lower of the average cost or market. e. Permanent assets Permanent assets are stated at cost (monetarily corrected cost up to December 31, 1995), including the following: Investments in subsidiaries and affiliates are accounted for by the equity method based on the invested financial statements. Other investments are stated at cost.

9 9 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S Depreciation of fixed assets is calculated using the straight-line method over the useful lives of the assets. Deferred assets are represented by actual disbursements, net of related income. The amortization is calculated using the straight-line method at annual rates of 10% and 20%. f. Deferred income tax and social contribution Deferred income tax and social contribution were calculated relate to income and expenses recorded in accoun ting principles but regarded as taxable or deductible in different periods for tax purposes. g. Deferred income cost Income and cost of short-term constructions are recognized as Deferred Income being credit and charged to income at the conclusion of the construction. Income and cost sales of units under construction or constructed are accounted for as Deferred Income at the tine of signature of the formal sale s contract. The recognition in the income statement occurs at the time the company receives the installments from the clients. h. 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. 4 > CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements as of December 31, 2009 and 2008 comprehend the holding company Queiroz Galvão S.A. and the subsidiaries mentioned on note 6. Such financial statements have been prepared based on rules and procedures established by the Brazilian Security and Exchange Commission CVM (CVM Instruction nº 247/96). The process of consolidation of the balance sheet and income statement accounts correspond to the sum of accounts of the assets, liabilities, income and expenses, by nature, and adjusted by the elimination of: Income and expenses and reserves among them. Any asset or liability balance among them. The effects originated from transactions realized among the consolidated companies. Excess and discount of price over the carrying value of the investments were based on future results expectation, which in accordance with the Instruction of the Security and Exchange Commission CVM, have been classified as deferred income. The minority interests are demonstrated on the liability side.

10 10 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 5 > FIXED ASSETS AND INTANGIBLE ESTIMATED USEFULL LIVES CONSOLIDATED HOLDING COMPANY FIXED ASSETS (YEARS) Field equipments 5 268, , , ,248 Fixed assets in progress 4 431, , Vehicles 5 182, ,435 90,509 58,943 Buildings 25 18,924 10,573 2,750 1,846 Mainteinance equipments 10 33,697 21,307 8,695 5,817 Lands - 10,227 10,673 22,832 14,195 Furniture and fixtures 10 85,025 34,730 3,245 2,371 Other fixed assets 10 43,071 30,694 8,049 17,754 Less: 1,073, , , ,174 Accumulated depreciation (303,076) (203,246) (197,437) (131,536) 770, , , ,638 INTANGIBLE Software 5,014 3,184 1,558 - Award rights of concession 2, Trademarks and technology 19,175 13,657 18,321 14,620 Telephone lines ,400 16,973 20,048 13,782

11 11 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 6 > INVESTMENTS IN SUBSIDIARIES AND AFFILIATES 2009 % 2008 % Agropecuária Rio Arataú S.A Queiroz Galvão International Ltda. 22, , Queiroz Galvão Alimentos S.A Concessionária Rio Teresópolis S.A 7, , CHC Centrales Hidroeletricas de Centroamerica S.A. 4, Cia. Siderúrgica Vale do Pindaré 7, , Siderúrgica do Maranhão S.A. 2, , SOMAH Participações Empresariais S.A Queiroz Galvão Desenvolvimento Imobiliário Ltda , Pedreira Guarany Ltda. 15, , Queiroz Galvão Engenharia S.A. 2, Queiroz Galvão Serviços Especiais de Eng. Ltda. 1, , Q. Galvão Importação e Exportação Ltda Queiroz Petro S.A Ecourbis Ambiental S.A. 3, , Enob Concessões S.A. 5, RG Sul Participações S.A. 2, , Intersur Concesiones S.A. 3, , Joint Ventures 8, , Constructora Recife S.A.C. 8, , Locav Locadora Ltda. 10, , Constructora SUR S.A , EOL Energy - - 1, NEDL Construções de Dutos do Nordeste Ltda Construtora Queiroz Galvão S.A. Sucursal Bolívia , Construtora Queiroz Galvão S.A. Sucursal Chile Construtora Queiroz Galvão Sucursal Angola 40, , Construtora Queiroz Galvão Sucursal Líbia (265) Construtora Queiroz Galvão S.A. Sucursal Nicaragua Construtora Queiroz Galvão S.A. Sucursal Peru 5, , Queiroz Galvão & Galvão III Torres Des. Imob. Ltda Queiroz Galvão & Galvão IX Torres Des. Imob. Ltda. 1, Estaleiro Atlântico Sul S.A. 131, , Quebec Construção, Montagem e Transporte de Estruturas Ltda. 1, , ,088 The investments includes discount of price over amount R$ equivalent of USD and an agio over amount of R$ equivalent of USD in 2009.

12 12 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 7 > CAPITAL The capital, subscribed and fully paid, comprises 840,353,965 ordinary nominative shares with no par value. On December 31, 2009 the Company s book value per thousand of shares was R$ 2.18 equivalent to US$ 1.25 (R$ 1.90 equivalent to US$ 0.81 in 2008). 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. The shareholders general meeting has the power to decide for lower distribution or retention of the whole net income. Also, 5% of the net income for the year is appropriated to legal reserve limited to 20% of the capital stock. 8 > 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, profitability 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 assets. 9 > 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.

13 13 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 CONSTRUTORA QUEIROZ GALVÃO S.A. RIO DE JANEIRO RJ 1. We have audited the accompanying holding and consolidated balance sheets of Construtora Queiroz Galvão 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 Construtora Queiroz Galvão 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, Mário Vieira Lopes Contador-CRC-RJ /O