Good morning, everyone, and thanks for standing by. Welcome to ISA Energia Brasil's second quarter 2025 earnings conference call. Please note that simultaneous interpretation is available on the platform. To access it, click the interpretation button using the globe icon at the bottom of your screen and select your preferred language, either Portuguese or English. For those listening in English, there is also an option to mute the original Portuguese audio by clicking on "Mute Original Audio." This conference is being recorded and will be made available on the company's investor relations website, www.rrisaenergiabrasil.com.br, where you can also find the full earnings release. The presentation is also available for download in the chat, including an English version. During the company's presentation, all participants will be in listen-only mode. We'll then start the Q&A session right after the presentation.
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You need to identify yourself when sending your questions. They will be read aloud by the operator. This presentation may include forward-looking statements concerning ISA Energia Brasil's business outlook, projections, and growth potential. These statements are based solely on the expectations of the company's management and are subject to market conditions, economic performance in Brazil and internationally, and other variables, which may cause actual results to differ materially from those expressed in forward-looking statements. These statements are not guarantees of future performance they involve risks, uncertainties, and assumptions as they relate to future events. Investors should be aware that general economic conditions, market dynamics, and operational factors may affect ISA Energia Brasil's future performance and lead to results that will differ materially from those in the forward-looking statements.
Joining us today are Rui Chammas, Chief Executive Officer, along with Silvia Diniz Wada, Executive Director and Head of Investor Relations, and other company officers. I will turn the floor over to Mr. Rui Chammas.
Good morning and thanks for attending ISA Energia Brasil's second quarter 2025 earnings webcast. My name is Rui Chammas, CEO of the company, and I'm joined here today by our executive officers to provide an update on ISA Energia Brasil's main topics. Let's move on to slide three. The second quarter of 2025 was marked by significant developments that unlock value and align with our strategy of sustainable value creation. I'll start by highlighting ANEEL's decision regarding the financial component of the RBSE, which begins and ends with years of uncertainty. The board decided to maintain the methodology for calculating and paying interest on a deferred basis.
It also chose to divide the financial component into two separate flows, one considered non-controversial and the other controversial, and to update the cost of capital figures until each flow is effectively paid. This decision reduced the annual amount which we will receive over the next three tariff cycles to approximately $1.27 billion. In early July, ANEEL's board also approved the adjustment of our annual permitted revenue for the 2025-26 cycle. With a 1.3% increase, our potential RAP grew by $83 million, driven mainly by a 10% increase in the Paulista concession and 5% in auction contracts, which together offset the nominal 10% reduction in the RBSE. We also maintained a strong pace of investments during the period, with more than $1 billion to both reinforcement and improvement projects and new greenfield concessions.
In June, we energized the Água Vermelha project 16 months ahead of ANEEL's deadline, an achievement that demonstrates our planning and execution capabilities. The next slide, we explore these topics in more detail. As I mentioned in the first slide, I'll provide an update on RBSE, but first, let me give you a brief overview to ensure that we are all on the same page. RBSE stands for the Basic Network of the Existing System and refers to the revenue paid to transmission companies that renewed their contracts in 2012 for investments made up to the year 2000 that were not yet fully depreciated at the time of contract renewal. On June 10, ANEEL resolved longstanding uncertainties by issuing a decision in response to a petition from market players regarding the financial components of the RBSE. You can see that in dark blue.
This is the update of the total amount between 2012, the contract was renewed, and 2017, when RBSE payments began. As decided by ANEEL's board, the methodology for calculating and deferring interest payments related to the RBSE was maintained. This preserves legal and regulatory certainty by upholding the methodological approach previously adopted by the agency. The board also chose to update the WACC at each period of tariff review in which the financial portion is adjusted, thus aligning economic assumptions more with the operational conditions. [Foreign language] . Was significant anticipation around the decision. It could have had a much greater impact had the board followed the rapid tariffs vote.
As I mentioned, the final result in financial adjustment will be made evenly across the last three cycles of receipt, with the total amount now set at $1.271 billion, based on June 2025 figures. To date, the company has received approximately $16 billion and is expected to receive around $7.5 billion more. As we'll see in the next slides, the company has proactively prepared not only for various potential outcomes but also for the end financial component receipts in 2028. We remain focused on long-term value creation through investments that will generate future revenues. I would also like to emphasize that the decision does not affect the company's strategy or its dividend policy. We'll therefore maintain our practice of paying out at least 75% of regulatory net income to shareholders.
On July 15, ANEEL issued Resolution 3481, which established the new RAP values for ISA Energia Brasil for the 2025-26 cycle. The chart on the left shows the factors that drove our potential RAP to $6.4 billion, up 1.3%, surpassing the reduction of the RBSE. The main positive drivers were the inflation adjustment of contracts and the start of operations of new reinforcement and improvement projects during the period. On the downside, in addition to the RBSE reduction, we had the expiration of the Eversea concession contract in mid-July 2025, as previously mentioned. Following these updates, our RAP composition is now made up of 56% from the Paulista concession, 28% from auction concessions already in operation, and 16% from new concessions that will be operating in the coming years.
To share more on our growth plan, I'd like to dive into the investments made, starting with greenfield projects, which extend the company's longevity and deliver an average real shareholder return. Investments in auctioned lots increased 141% compared to Q2 2024, reaching $723 million. The increase was driven by the progress in construction of the Piraquê and Riacho Grande projects, which accounted for about 75% and 10% of the amount. I would also like to highlight the energization of the Água Vermelha project in early June, which enabled the addition of $8.5 million to our RAP. Our portfolio currently includes five projects under construction, in a total of $7.3 billion. Once energized, these projects are expected to generate over $1 billion in additional revenue.
It's worth noting that execution is proceeding according to plan, and over the next 12 months, we expect to energize fully or partially Riacho Grande, Jacarandá, and Piraquê . We continue the upward investment trend in reinforcement and improvement, with $379 million invested in Q2 2025, an increase of 11% over the year. This quarter, we received new authorizations totaling $275 million in investments. Our authorized project portfolio now stands at about $5.7 billion as of June 2025, to be executed through 2025, as shown on the chart on the left. To emphasize, these projects are eligible to receive RAP equivalent to 12% to 17% of the investment made, enhancing security and reliability of the grid by minimizing the risk of equipment failure, reducing maintenance costs, and updating the asset base, guaranteeing high-quality services.
Also important to note that investments in reinforcement improvement projects are concentrated in renewed contracts, such as the Paulista concession. Revenue from large-scale projects energized between February 2023 and June 2025 will begin accruing upon energization, while revenue from smaller-scale projects will be recognized, starting with the tariff review scheduled for 2028, when these projects will be reassessed and incorporated into the RAP. Now, I'll turn over to our CFO, Silvia Wada , who will provide a detailed explanation of the quarter's financial results. Silvia,
Thanks, Rui! The company's net revenue totaled $1.029 billion in Q2 2025 and $2.106 billion in the first half of 2025, representing decreases of 7.5% and 2.7% respectively, mainly driven by two non-recurring effects. First, a nailed final decision on the RBSE.
As Rui mentioned, by establishing a new payment schedule, the decision triggered a non-cash reversion of $249.7 million from the adjustment portion of the RBSE financial component. This adjustment portion was related to the RBSE's return on equity, KE, and had been recorded in 2020 following the first periodic tariff review of the Paulista concession. With the reprofiling introduced by ANEEL, the return on equity was incorporated into the financial component, and payment flow extended until 2028. The company had been amortizing approximately $20 million per quarter from the remaining balance. The second effect relates to a favorable new decision regarding the company's petition to revise certain aspects of the 2023 RTP for the Paulista concession. This is a technical note of 2025, which generated a positive impact of $145 million related to the adjustment portion, an amount that will mostly be received as of June.
In addition to the petition, revenue excluding RBSE also increased due to the IPCA adjustment of the 2024-25 tariff cycle, as well as effects from the Paulista RTP started in July 2025. Highlights include the incorporation of RAP related to small-scale reinforcement improvement projects between 2018 and 2022, and the resumption of annual improvement payments, which brings forward a portion of revenue associated with the execution of small-scale improvements of $36 million per year. Other positive contributors to revenue include the energization of large-scale reinforcement and improvement projects between the periods and the energization of Minuano in November 2025 and Água Vermelha in June 2025. When analyzing costs and expenses related to personnel, material, and services, PMSO, we observe a 7% decrease for the quarter and a 5% reduction in the year-to-date result.
This was primarily due to greater capitalization of technical staff hours for expansion projects and ongoing pursuit for efficiency, which allowed us to keep manageable costs under control with a 2.8% reduction compared to Q2 2024. Additionally, we recorded a $9 million reduction in private pension costs following an annual reevaluation conducted in December. The rise in the NTN-B in 2024 impacted the discount rate used to calculate the present value of future obligations. As a result, our efficiency indicator, measured by the ratio of PMSO to net revenue excluding RBSE, improved to 30%. Other operating costs and expenses increased 28.56%, mainly due to our participation in ANEEL's Desenrola program to settle regulatory fines that had previously been challenged in court, as well as other provisions and depreciation expenses, which totaled $215.8 million.
Depreciation rose to a higher level following the RTP of the Paulista concession, which recognized the efficiency of investments made between 2018 and 2023, thereby increasing the regulatory asset base. It also reflects the energization of Minuano. Company results were also impacted by the $7 million increase in the write-offs and asset disposals, driven by the higher level of investments in reinforcement and improvement projects. As a result, the company's consolidated EBITDA totaled $719 million in Q2 2025, with a margin of 76.8%. In addition to operating performance, net income was impacted by higher net financial expenses, reflecting increased debt levels to support company growth and rising debt indexers, IPCA and CDI. The quarter also included the recognition of non-recurring income tax credits in the amount of $77 million, which generated an additional $28 million in monetary adjustment. Slide 10.
We ended Q2 2025 with a gross debt of $14 billion and a net debt of $13 billion. The increase was mainly due to funding raised in Q2 2025, specifically the 18th debenture issues and the fourth disbursement from BNDES, partially offset by the settlement of the seventh debenture issues in April 2025 in the amount of R$928.4 million. As of June 30, 50% of our debt was indexed to IPCA, 38% to CDI, with an average real cost of 7.6%. The company's leverage ratio, measured net debt to EBITDA, ended the period at 3.43 times. Currently, only BNDES loans, which total $707 million, carry financial covenants. They are based on a net debt to EBITDA cap of 3 times. It's worth noting that covenant compliance is measured annually, based on the financial statements as of December 31.
We are currently in discussions with the bank to obtain a waiver, again considering December 31st, 2025. In July, we completed the 19th debenture issue in the amount of $580 million, with a tenor of approximately 10 years and a cost of IPCA plus 6.7% per year. This offering was priced at a 34 basis points negative spread to the NTNB 240. It's also our first bullet issue, meaning that interest and principal will be paid only at maturity. The increase in leverage was anticipated and is consistent with the long-term planning. It reflects the pace of investments, close monitoring, and project execution to ensure expected returns and solid risk and opportunity management. This is what we call responsible profitable growth, supported by financial discipline and our policy of paying out 75% of regulatory net income. This concludes my remarks, Rui.
Thank you, Silvia.
Before we wrap up our presentation, I'd like to share an update on the progress in the sustainability agenda. This is very important, especially for the reduction of SF6 gas losses. This gas has a high impact on greenhouse gas emissions, while also contributing to eco-efficiency losses in energy and water use. In addition, our managing approach focused on generating positive social and environmental impacts enabled us to claim 17 positions in the B3 Sustainability Index. We are proud to be part of the index for three years. Finally, to close our presentation, let's move on to the next final slide. Slide 12 summarizes ISA Energia Brasil's defining characteristics and core capabilities, and the objective is reflecting our commitment to maximizing sustainable value creation for all shareholders and stakeholders. ISA Energia Brasil is a manager of concessions that has predictable revenues and high regulation, and is very well structured.
We have opportunities driven by energy transition for our projects and also reinforcing existing networks. We have a proven track record in the delivery of projects, in auctions, and also the use of innovative solutions to solve the major challenges of energy transition in the country. We have a financial structure that supports our growth and with the payout of dividends that we have maintained in recent years, and also a long-term view with a positive and environmental impact of our assets. That concludes our presentation. I'll now hand it back to the operator to begin the Q&A session. Thank you very much for joining us, and let's start the Q&A.
We'll now start the Q&A session. I'd like to ask you to please identify yourself and ask your questions all at once. Please, once again, to ask a question, please click on the Q&A button on the bottom part of your screen and post your question. Our first question comes from João Miguel.
Do you plan to finish works in 2025? Which projects do you think will be finished in 2025?
Thanks for your question, João Miguel. We have a couple of projects that will be energized in the coming 12 months. Riacho Grande, which is an underground construction here in São Paulo, the longest underground line in Brazil under construction now, connecting São Paulo and São Caetano do Sul, should be energized in the next 12 months. Also, the Jacarandá project, which is an extension of a substation, which will also be energized in the coming 12 months.
Piraquê is also expected to be energized in the coming year. The Piraquê project is the largest B2B project under construction, $3.7 billion in investments, with the ability to move 18 gigawatts of energy, renewable energy, from the northern part of Minas Gerais to the south. When you combine those three new operations, we will also be energizing by the end of the year another project which will redirect the current flow, we call it flexible AC transmission system, FEX, which will optimize load use in the Ribeirão Preto-Porto Galveira line. Several projects which are ongoing, investments being made, but advancing pretty well. Thank you for your question.
Next question from Wiley Silva.
Good morning. With the end of the concession of $20 million, do you see a chance of renewing it, the $20 million concession?
Hello.
I believe that the $20 million concession you're referring to, the Espírito Santo concession, correct? Which is managed by Eversea, our partner, which finished in mid-July just now. That concession matured this month, as you said, but it had been put up for another bid last year. There was an auction. We have already been paid for the residual amount of assets to the tune of $40 million. As of mid-July, that concession is no longer part of the group. It accounted for less than 0.5% of our RAP, and we'll easily resume previous levels with new projects.
Our next question comes from Júlia Ferreira.
Good morning. Thank you for the call. Can you give us some color on the installments you received in the quarter for readjustments? Are they recurring payments?
Hello. As for those installments, we had two important events, one positive, one negative.
The main event was the one concerning the PA of the CAE about the financial component of the RBSE, which had been put together back in 2020 during the first RTP for the Paulista concession. We extended that term in 2021, and now, with this decision by ANEEL, we had a remaining balance. This was written off as something to be received, so there's no impact on the cash flow of the company. There was an impact of about $250 million on the negative side. It is a one-off effect because we have already adjusted all the issues concerning that effect. Moving forward, we'll be receiving it as cash, as we presented in our slides.
As for the PA of the RTP, it is also a one-off event relative to demands made by the federal agency that can be explained by our technical manager, but that has to do with the tariff review, which was approved last year. That refers to topics which have already been covered. We have already provisioned for those effects. The cash effect will happen mainly, or will unfold mainly in the next 12 months. A small portion of it will be received throughout the new tariff review cycle until 2028. Claudio, if you want to jump in.
Yes, if I may. When we receive authorizations to deactivate equipment, which still has some asset value, we are entitled to recompose, if you will, that amount, the value of that asset.
For the new cycle tariff review, we will inform them the amount which was remaining and will be compensated for it in the form of a PA in the next tariff cycle, as it was said.
We have another question from Júlia Ferreira.
Thank you, and congratulations on your results. Can we expect anything on the RBSE front from ANEEL?
Thank you, Júlia, for your question. No, the answer is no. As Rui mentioned in his presentation, the RBSE topic is done and over with at the administrative level. There's no appeal that could bring that back to the table.
Next question from Danielle Pravitski from Safra Bank .
Could you please comment on the impact coming from the reduction of receivables from RBSE in the company's leverage level? What's the maximum leverage level you aim for? Do you see any impact on the company's covenants coming from that new leverage level?
Hello, Danielle. The impact of that reduction in receivables from RBSE, it was relatively positive because it was already included in our planning, right? We already had contemplated for that. We would move from annual receivables of $1.5 billion to $830 million. We had already planned for it should it occur. At the end of the day, it was $1.1 billion. It was not that serious. It was more favorable, if you will, to us vis-à-vis our planning, and that helped us manage leverage levels. As for the maximum leverage level, to your question, we do have an important benchmark, which is four times net debt over EBITDA. That would be an adequate level if you consider that in a non-recurring base, especially with a company with such robust margin levels and cash flow levels.
As per our growth cycle, with all the projects we have in the pipeline, that leverage level tends to continue to go up until 2027. As those projects unfold and go live, we have five projects in the pipeline that, combined, are about $1 billion. As they go live, we tend to reduce that leverage as they become contributors to our bottom line. As for impacts on the company's covenants, the only one, the only financial covenant we have today in place is the one linked with BNDES, which is quite restrictive, three times net debt EBITDA ratio. Today, if we were to measure that, we would be above that level, but it is based on an annual assessment. We are complying with their annual assessments. Next one is in December. We have been talking with BNDES, and all on track.
We do not anticipate any major impact related to that.
Once again, to ask a question, please click on the Q&A button in the bottom part of your screen. Our next question comes from Eduardo Mendes.
Any news on the reconciliation between the State of São Paulo Treasury Department?
Thank you for the question. We have been in negotiations with that issue. You're referring to the Retired Pension Act, right? We have a new hearing scheduled for August. Conversations are moving forward, and talking with the State Treasury Department, and the idea is to build a constructive solution for that. As that unfolds, we'll be sure to communicate all stakeholders.
Our next question comes from Pedro Perez.
Good morning, everyone. The strong winds we had last week had impacts on the operation.
Good morning, Pedro. Thank you for your question.
I'm Pedro. I'm Operations Director.
The climate events we had last week did not have major impacts on our operations. Our operations were not disrupted, but just to expand on your question, we are now working on a plan to reinforce our infrastructure to adapt them to climate change. We'll have to take into account an increase in the strength and speed of the winds, but the main objective is not to avoid damage, but also to be able to provide a prompt response to those situations. I can cite an example of what I'm doing. We are updating our logistics departments. Our first responders are also being trained. We are conducting drills, mock situations, and that already happened earlier this year. We started, we were able to restart a transmission line in less than 24 hours because of those protocols. Thank you.
Our next question comes from Carlos Lacerda.
Good morning.
My name is Carlos Lacerda. It's important for me to know this. The officers, are the officers or the executives of the company buying company shares?
Within the rigor and the discipline described by the SEC, any purchase of shares by company executives has to be reported and has to be mentioned in reports that we send to the SEC every year. If you want to find that information in detail, just look for the communications. There are monthly updates of that at the company's website in conjunction with the Securities and Exchange Commission.
Once again, to ask a question, please click on the Q&A button in the bottom part of your screen.
Our next question from Arthur Santi from HSBC.
Thank you for your presentation. You are quite objective and efficient.
Can you give us some color on your appetite to participate in the transmission auction in the second half of the year? What's the regulatory VAC for investments in improvements for greenfields? Thank you.
Thank you for your question. The company remains interested in growing revenues, growing the business. We have three potential growth fronts: auctions, projections for the Paulista concession. Any of those fronts need to be thoroughly vetted. It has to be profitable, of course. Financial discipline has to be preserved so that we remain a company which is able to raise funds in the market in a competitive manner, as we have been doing for a long time, and also to preserve our dividend payout practice, which is 75%. Whenever an opportunity comes up in any of those fronts, we analyze all of the possibilities, and it's the case for this year's auction.
If we identify a profitable opportunity that is in compliance with all our criteria, we will go after that growth avenue. We continue to follow that discipline track to create shareholder value and always respecting the criteria I have just listed.
Our next question comes from Paulo César Freitas.
About the dividend payout with revenues going up, do you intend to keep the 75%, or do you want to change the policy to 50% and have cash for expenses with expenses growing up?
Paulo, our practice is a minimum 75% payout over the net regulatory profit. All our growth plan already assumes that the payout of dividends will be kept as is, so we do not want to change it.
The Q&A session is now closed. We are going to turn back to Rui Chammas for his final remarks.
Thank you all for your interest, the large amount of questions we had, lots of people attending the call. To us, it's very important to be able to explain what we have been doing, managing our concession portfolio, our growth project.
Today, we have the satisfaction of bringing something to you, which is the discussion that had been going on with ANEEL for a long time of RBSE, which allows the company to move forward without uncertainties regulatory-wise, to grow with profitability and keeping its dividend policy and financial discipline together with the operational discipline that our Operations Director referred to, to provide excellent services to society, even in the light of climate events. Please continue to follow our information. Our IR team is at your disposal in case of questions. The idea is that we are going to inform you of any advances in our management. Thank you, everybody, the team that organized the call, and we wish you a very good day.