EXTRESOL 1, S.L.
Financial Statements for the year ended 31 December 2011
Extresol 1, S.L.
BALANCE SHEET AT 31 DECEMBER 2011 AND 2010
Euros A S S E T S 2011 2010
NON-CURRENT ASSETS 342,128,537 355,794,799 Property, plant and equipment (Note 5) 330,630,881 349,073,207 . Land and buildings 330,630,881 349,073,207 Non-current financial investments (Note 6) 23,710 12,404 . Other financial assets 23,710 12,404 Deferred tax assets (Note 12) 11,473,946 6,709,188
CURRENT ASSETS 69,917,415 95,311,102 Trade and other receivables 4,258,226 5,236,320 . Trade receivables 4,258,226 5,115,491 . Sundry accounts receivable - 98,988 . Staff costs - 21,841 Current investments in Group companies and associates 33,859,916 70,709,606 . Loans to Group companies and associates (Note 7) 33,859,916 70,709,606 Current financial investments (Note 6) 12,509,500 11,536,526 . Other financial assets 12,509,500 11,536,526 Cash and cash equivalents (Note 8) 19,289,773 7,828,650
TOTAL ASSETS 412,045,952 451,105,901
The accompanying Notes 1 to 18 are an integral part of the balance sheet at 31 December 2011.
Extresol 1, S.L.
BALANCE SHEET AT 31 DECEMBER 2011 AND 2010
Euros E Q U I T Y A N D L I A B I L I T I E S 2011 2010
EQUITY (Note 10) (15,494,225) (2,681,079) Shareholders' equity 11,278,317 12,973,693 . Share Capital 8,918,931 8,918,931 . Legal reserve 666,263 - . Voluntary reserve 5,996,368 (61,812) . Previous years’ earnings (2,607,869) (2,546,057) . Profit not specifically appropriated (5) - . Profit/(Loss) for the year (1,695,371) 6,662,631 Adjustments for changes in value (26,772,542) (15,654,772) . Hedging instruments (26,772,542) (15,654,772)
NON-CURRENT LIABILITIES 401,316,165 396,722,386 Non-current liabilities (Note 11) 336,329,015 335,200,288 . Bank borrowings 298,082,526 312,836,328 . Derivatives (Note 9) 38,246,489 22,363,960 Non-current payables to Group companies and associates (Note 7) 27,054,890 27,054,890 Deferred tax liabilities (Note 12) 37,932,260 34,467,208
CURRENT LIABILITIES 26,224,012 57,064,594 Current liabilities (Note 11) 10,375,217 39,651,039 . Bank borrowings 10,375,217 39,651,039 Current payables to Group companies and associates (Note 7) 4,970,604 12,866,451 . Current payables to Group companies and associates 4,970,604 12,866,451 Payable to suppliers 10,878,191 4,547,104 . Payable to suppliers - Group companies (Note 7) 8,082,768 2,943,787 . Sundry accounts payable 2,772,094 1,554,431 . Staff costs 17,662 - . Other accounts payable to public authorities (Note 12) 5,667 48,886
TOTAL EQUITY AND LIABILITIES 412,045,952 451,105,901
The accompanying Notes 1 to 18 are an integral part of the balance sheet at 31 December 2011.
Extresol 1, S.L.
INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2011 AND 2010
Euros 2011 2010
CONTINUING OPERATIONS Revenue (Note 14.1) 46,076,790 35,064,708 Procurements (Note 14.2) (32,812) (1,712,304) Other operating income 11,687 - Staff costs (Note 14.5) (879,882) (1,318,934) Other operating expenses (Note 14.3) (11,771,344) (12,286,346) Depreciation and amortisation charge (19,648,782) (13,816,577)
OPERATING INCOME 13,755,657 5,930,547
Finance income 587,341 3,569 Finance costs (Note 14.4) (16,545,512) (16,473,009)
FINANCIAL RESULTS (15,958,171) (16,469,440)
PROFIT/(LOSS) BEFORE TAX (2,202,514) (10,538,893) Income tax 507,143 17,201,524 PROFIT/(LOSS) FOR THE PERIOD (1,695,371) 6,662,631
The accompanying Notes 1 to 18 are an integral part of the income statement for 2011.
Extresol 1, S.L.
STATEMENTS OF CHANGES IN EQUITY FOR 2011 AND 2010
A) STATEMENTS OF RECOGNISED INCOME AND EXPENSE FOR 2011 AND 2010
Euros 2011 2010
A) PROFIT/(LOSS) PER INCOME STATEMENT (1,695,371) 6,662,631
INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY II. Cash flow hedges (22,718,730) (14,989,537) V. Tax effect 6,815,619 4,496,861 B) TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (15,903,111) (10,492,676)
TRANSFERS TO PROFIT OR LOSS VII. Cash flow hedges 6,836,201 8,151,784 IX. Tax effect (2,050,860) (2,445,535)
C) TOTAL TRANSFERS TO PROFIT OR LOSS 4,785,341 5,706,249
TOTAL RECOGNISED INCOME AND EXPENSE (12,813,141) 1,876,204
The accompanying Notes 1 to 18 are an integral part of the statement of recognised income and expense for 2011.
Extresol 1, S.L.
STATEMENTS OF CHANGES IN EQUITY FOR 2011 AND 2010
B) STATEMENTS OF CHANGES IN TOTAL EQUITY FOR 2011 AND 2010
Euros Share capital
Adjustments Prior years’ Profit/(Loss) for changes Registered profit/(loss) for the year in value Total Beginning balance at 31 December 2010 8,918,931 (2,607,869) 6,662,631 (15,654,772) (2,681,079) Distribution of profit/(losses) - - (6,662,631) - (6,662,631) Profit not specifically appropriated - (5) - - (5) Legal reserve - 666,263 - - 666,263 Voluntary reserve - 5,996,368 - - 5,996,368 Recognised income and expense - - (1,695,371) (11,117,770) (12,813,141) Balance at 31 December 2011 8,918,931 4,054,757 (1,695,371) (26,772,542) (15,494,225)
Euros Share capital Voluntary reserve / Adjustments Prior years’ Profit/(Loss) for changes Registered profit/(loss) for the year in value Total
Beginning balance at 31 December 2009 5,442,682 (2,434,180) (135,016) (10,868,345) (7,994,859) Capital contribution 3,476,249 - - - 3,476,249 Previous years’ earnings - (135,016) 135,016 - - Capital increase expenses - (38,673) - - (38,673) Recognised income and expense - - 6,662,631 (4,786,427) 1,876,204 Balance at 31 December 2010 8,918,931 (2,607,869) 6,662,631 (15,654,772) (2,681,079)
The accompanying Notes 1 to 18 are an integral part of the statement of changes in equity for 2011.
Extresol 1, S.L.
CASH FLOW STATEMENTS FOR 2011 AND 2010
31/12/2011 31/12/2010
CASH FLOWS FROM OPERATING ACTIVITIES (I): 81,275,527 (2,321,040) Profit/(loss) for the year before tax (2,202,514) (10,538,893) Adjustmentsto profit / (loss): - Depreciation and amortisation charge 19,648,782 13,816,577 - Finance income (587,341) (3,569) - Finance costs 16,545,512 16,473,009 Changes in working capital - Trade and other receivables 978,094 3,671,867 - Other current assets 190,046 (194,300) - Payable to suppliers 6,330,354 (22,474,092) Other cash flows from operating activities: - Interest payable (15,493,883) (14,311,768) - Interest received 3,239 3,569 - (+/-) Income tax recovered/(paid) 55,863,238 11,236,560
CASH FLOWS FROM INVESTING ACTIVITIES (II) (16,472,551) (3,397,207)
Investment payables - Group companies and associates (14,457,255) - - Property, plant and equipment (1,206,456) (11,564,318) - Other financial assets (808,840) (1,132,792) Proceeds from disposal - Group companies and associates - 9,299,903
CASH FLOWS FROM FINANCING ACTIVITIES (III) (52,976,367) 1,837,899 Proceeds and payments relating to equity instruments - Proceeds from issue of borrowings from Group companies and associates - 5,582,685 - Repayment of bank borrowings (43,837,772) (3,744,786) - Repayment of borrowings from Group companies and associates (9,138,595) -
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III+IV) 11,826,609 (3,880,348)
Cash and cash equivalents at beginning of year 7,828,650 11,708,998 Cash and cash equivalents at end of year 19,655,259 7,828,650
The accompanying Notes 1 to 18 are an integral part of the cash flows statement for 2011.
Extresol 1, S.L.
Notes to the Financial Statements for the year ended 31 December 2011
1. Company activities
The Company was incorporated on 28 July 2006, as recorded in a public deed executed before Madrid notary Mr. Segismundo Álvarez Royo-Villanova under number 5,248 of his notary record registered in the Mercantile Registry of Madrid in volume 23,115, book 0, page 106, sheet M-414274, entry no. 1, with the company name EXTRESOL 1, S.L. The Company's registered office is at C/ Cardenal Marcelo Spínola, 10, Madrid.
The Company object is the promotion, management, design, construction, operation and maintenance of facilities engaged in the production of alternative and renewable energies. The production, sale and/or operation of the energy generated by the facilities described above and, where appropriate, avail itself of the current and/or future legislation to promote the production of alternative and renewable energies. The performance of studies, consulting, projects, research and development services related to the aforementioned services. The activities mentioned may be carried out by the Company directly or through its ownership of other companies with an identical or similar company object.
The 50 MW solar thermal plant located in Torre de Miguel Sesmero (Badajoz) entered into service on 18 December 2009 and, therefore, its guarantee period came to an end on 18 December 2011 and no relevant defects attributable to the contractor were found. The plant was registered in the administrative registry of special regime production facilities established by Royal Decree 661/2007 on 31 March 2010. The Company received the works completion certificate after it passed the continuous performance test on 30 June 2011.
The Company belongs to a group of companies (ACS Group) which is managed in accordance with the Group's criteria. Cobra Sistemas y Redes, S.A. is the primary shareholder of the Company which is in turn 100% owned by the ACS Group company Cobra Gestión de Infraestructuras, S.A.
The Company's corporate year runs from 1 January to 31 December of each year.
Regulatory Framework
The Company, due to its own activity, is affected by external factors which influence the evolution of its operations and its earnings.
The Company's activities are subject to a wide range of government regulations. Any changes to these regulations could affect activities and earnings. Its electricity production from renewable energies is subject to a comprehensive law on tariffs and other aspects of its activities in Spain.
The introduction of new laws or regulations, or the amendment of existing laws and regulations, could have an adverse or positive effect on the business activities and the results of its operations.
Also, the current legislative framework governing the tariff review system, including the remuneration of electricity generated, constitutes the main support mechanism for the development of these renewable sources.
The Company's electricity generation business is regulated by Spanish Electricity Industry Law 54/1997, of 27 November, and by the subsequent implementing regulations.
RD 661/2007, of 25 May, which regulates production of electricity under the special regime, established two remuneration options: according to the regulated tariff, unique for all of the programming periods, expressed in euro cents per kilowatt-hour or selling the electricity freely on the Spanish electricity market supplemented by a premium in euro cents per kilowatt-hour. In the latter case, a change is introduced consisting of certain floors and ceilings on the sum of the daily market hourly price and a reference premium, such that the premium to be received each hour can be limited based on the aforementioned values. This new system protects the
2 developer when the income arising from the market price is excessively low and eliminates the premium when the market price is high enough to guarantee that their costs will be covered.
Royal Decree 1565/2010, of 19 November, amending Royal Decrees 661/2007, 1578/2008 and 1110/2007 was published in 2010. This new law, among other aspects, introduces a new definition of substantial modification and the idea of grouping facilities; sets new requirements with respect to adhesion to control centres and remote reading devices; broadens the obligation to respond to voltage dips to photovoltaic groupings; and modifies the power factor requirements which must be met by the special regime facilities. Likewise, it reduces the premium, based on its classification, provided to the photovoltaic facilities registered after the second call of 2011. Specific economic regimes are established for experimental and innovative facilities using wind and solar thermal technologies.
Subsequently, Royal Decree 1614/2010, of 7 December, was approved amending certain aspects of facilities which use solar thermal and wind technology and setting a maximum number of equivalent operating hours entitled to a premium in facilities using the aforementioned technologies. Likewise, in accordance therewith, the existing solar thermal facilities are transferred to the tariff system for a period of one year, the obligation for the new solar thermal facilities under said regime to remain on the market during their first year of operation is established, as well as a 35% reduction of the premium for wind farms which qualify under Royal Decree 661/2007 until 2013.
The regulatory changes were taken into account in the Company's business plan and, in accordance with the opinion of its director, they do not substantially modify the recoverability of the investments. The business plan includes the on-going management of the assets and the achievement of profitability within the framework of the indefinite administrative authorisation granted.
2. Basis of presentation of the financial statements
2.1) Regulatory financial reporting framework applicable to the Company
These financial statements were prepared by the sole director in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:
a) The Spanish Commercial Code and all other Spanish corporate law. b) The Spanish National Chart of Accounts approved by Royal Decree 1514/2007 and its industry adaptations. c) The mandatory rules approved by the Spanish Accounting and Audit Institute in order to implement the Spanish National Chart of Accounts and its supplementary rules. d) All other applicable Spanish accounting legislation.
2.2) Fair presentation
The accompanying financial statements, which were prepared based on the accounting records of Extresol 1, S.L., are presented in accordance with Royal Decree 1514/2007 approving the Spanish National Chart of Accounts and, accordingly, present fairly the Company's equity, financial position, and results of operations for 2011.
The financial statements for 31 December 2011 were prepared by the Company's sole director. The abridged financial statements for 2010 were approved by the shareholders at the General Meeting held on 16 May 2011.
2.3) Accounting principles applied
The financial statements were prepared in accordance with the generally accepted accounting principles and measurement bases described in Note 4. All obligatory accounting principles with a significant effect on the financial statements were applied in their preparation.
2.4) Key issues in relation to the measurement and estimation of uncertainty
In preparing the accompanying financial statements estimates were made by the Company's sole director in order to quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following:
- The useful life of the property, plant and equipment (Note 4.1).
3 - The assessment of possible impairment losses on certain assets (Note 4.1). - The fair value of certain financial instruments (see Note 4.2). - The recovery of deferred tax assets (Note 4.3.2).
Although these estimates were made on the basis of the best information available at the date of preparation of these financial statements on the events analysed, events that take place in the future might make it necessary to change these estimates in coming years. Changes in accounting estimates would be applied prospectively, recognising the effects of the change in estimates in the financial statements.
2.5) Comparative information
The financial statements for 2011 are compared in all respects with the financial statements for 2010.
2.6) Grouping of items
Certain items in the balance sheet, income statement, statement of changes in equity and cash flow statement are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the financial statements.
2.7) Changes in accounting policies
In 2011 there were no significant changes in accounting policies with respect to those applied in 2010.
2.8) Correction of errors
In preparing the accompanying financial statements no significant errors were detected that would have made it necessary to restate the amounts included in the abridged financial statements for 2010.
3. Allocation of profit/(losses)
The allocation of 2011 profits proposed by the Company’s director is as follows:
Euros
Profit/(loss) for the year 2011 (1,695,371)
Allocation of profit/(loss):
Previous years’ earnings (1,695,371)
As stated in Note 11, in accordance with the financing agreement entered into with various financial institutions, there are restrictions on the distribution of dividends to the shareholder, unless the conditions established in provision 16, point 4 of the agreement is met. The aforementioned restrictions are: • The borrower is up to date with the payment obligations that is has accepted by virtue of the agreement and the remaining financing documents; • The debt service coverage ratio is equal to or greater than 1.15 for the financial year against which it is intended to apportion funds; • The Debt Service Reserve Account is fully funded, provided that such funding is made in accordance with section 16.6 of the financing agreement; • 3.05% of the maximum amount of the credit facility has been amortised. • No cause for early termination has arisen and the distribution to the developers does not give rise to any of the aforementioned events; • The amounts to be distributed to the developers do not in any case exceed the balance of the restricted drawdown account; • The plant completion certificate has been issued.
4 The Company had not distributed any dividends at 31 December 2011.
4. Accounting Policies
The principal measurement bases used by Extresol 1, S.L. in preparing its financial statements for 2011, in accordance with the Spanish National Chart of Accounts, were as follows:
4.1) Property, plant and equipment
Property, plant and equipment are initially recognised at acquisition cost and are subsequently reduced by the related accumulated depreciation and by any impairment losses recognised.
Property, plant and equipment upkeep and maintenance expenses are recognised in the income statement for the year in which they are incurred. However, the costs of improvements leading to increased capacity or efficiency or to a lengthening of the useful lives of the assets are capitalised.
For non-current assets that necessarily take a period of more than twelve months to get ready for their intended use, the capitalised costs include such borrowing costs as might have been incurred before the assets are ready for their intended use and which have been charged by the supplier or relate to loans or other borrowings directly attributable to the acquisition or production of the assets.
The Company depreciates its property, plant and equipment from its entry into service until the end of the continuous performance test based on the production. At 31 December 2011, the Company had passed the aforementioned test on 30 June 2011. Thereafter, the Company depreciates its property, plant and equipment by the straight-line method, based on the years of estimated useful life of the assets, the detail being as follows:
Years of Estimated Useful Life
Construction and installation work 18
The charge to the 2011 income statement relating to the depreciation of property, plant and equipment amounted to EUR 19,648,782.
Impairment of property, plant and equipment
At the end of each year, the Company performs an impairment test to determine the possible existence of impairment loss that might have reduced the recoverable amount of the assets to below their carrying amount.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately.
Taking into account the business plan and the evolution of energy prices and considering the current regulatory environment described in Note 1, the sole director believes that there are no indications of impairment at 31 December 2011.
5 4.2) Financial instruments
4.2.1) Financial assets
The financial assets held by the Company are classified in the following categories:
a) Loans and receivables: financial assets arising from the sale of goods or the rendering of services in the ordinary course of the Company's business, or financial assets which, not having commercial substance, are not equity instruments or derivatives, have fixed or determinable payments and are not traded in an active market. Interest income is calculated in the year in which it accrues on a time proportion basis.
b) Held-to-maturity investments: debt securities with fixed maturity and determinable payments that are traded in an active market and which the Company has the positive intention and ability to hold to the date of maturity.
Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs.
Subsequently, loans and receivables are measured at amortised cost.
The Company derecognises a financial asset when it expires or when the rights to the cash flows from the financial asset have been transferred and substantially all the risks and rewards incidental to ownership of the financial asset have been transferred, such as in the case of the outright sale of assets, factoring of trade receivables in which the Company does not retain any credit or interest rate risk, sale of financial assets under an agreement to repurchase them at their fair value or the securitisation of financial assets in which the transferor does not retain any subordinated debt, provide any type of guarantee or assume any other type of risk.
However, the Company does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received, in transfers of financial assets in which substantially all the risks and rewards of ownership are retained, such as in the case of bill discounting, with-recourse factoring, sales of financial assets under an agreement to repurchase them at a fixed price or at the selling price plus interest and the securitisation of financial assets in which the transferor retains a subordinated interest or any other kind of guarantee that absorbs substantially all the expected losses.
4.4.2) Financial liabilities
Financial liabilities include accounts payable by the Company that have arisen from the purchase of goods or services in the normal course of the Company’s business and those which, not having commercial substance, cannot be classed as derivative financial instruments.
Accounts payable are initially recognised at the fair value of the consideration received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost.
Liability derivative financial instruments are measured at fair value, following the same criteria as for financial assets held for trading described in the previous section.
The Company derecognises financial liabilities when the obligations giving rise to them cease to exist.
Hedging instruments
The Company uses derivative financial instruments to hedge the risks to which its business activities, operations and future cash flows are exposed. Basically, these risks relate to changes in interest rates. The Company arranges hedging financial instruments in this connection, mainly IRS (Interest Rate Swap).
In order for these financial instruments to qualify for hedge accounting, they are initially designated as such and the hedging relationship is documented. Also, the Company verifies, both at inception and periodically over the term of the hedge (at least at the end of each reporting period), that the hedging relationship is effective, i.e. that it is prospectively foreseeable that the changes in the fair value or cash flows of the hedged item (attributable to the hedged risk) will be almost fully offset by those of the hedging instrument and that,
6 retrospectively, the gain or loss on the hedge was within a range of 80-125% of the gain or loss on the hedged item.
In 2011 and 2010, the Company used only cash flow hedges. In hedges of this nature, the portion of the gain or loss on the hedging instrument that has been determined to be an effective hedge is recognised temporarily in equity and is recognised in the income statement in the same period during which the hedged item affects profit or loss, unless the hedge relates to a forecast transaction that results in the recognition of a non-financial asset or a non-financial liability, in which case the amounts recognised in equity are included in the initial cost of the asset or liability when it is acquired or assumed.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the year.
The fair value of the hedging financial instruments used by the Company (interest rate swaps) is calculated by discounting future settlements between fixed and floating interest rates to their present value, in line with implicit market rates, obtained from long-term interest rate swap curves. Implicit volatility is used to calculate the fair values of caps and floors using option valuation models.
The derivatives arranged by the Company at 31 December 2011 met all the requirements indicated above to qualify as hedges and, therefore, the changes in the fair value of these derivative financial instruments for the year ended 31 December 2011 were recognised under “Valuation adjustments” in equity.
4.3) Income tax
Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).
The current income tax expense is the amount payable by the Company as a result of income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and pre-payments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current income tax expense.
The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled.
Deferred tax liabilities are recognised for all taxable temporary differences, except for those arising from the initial recognition of goodwill or of other assets and liabilities in a transaction that is not a business combination and affects neither accounting profit/(loss) nor taxable profit (tax loss).
Deferred tax assets are recognised to the extent that it is considered probable that the Company will have taxable profits in the future against which the deferred tax assets can be utilised.
Deferred tax assets and liabilities arising from transactions charged or credited directly to equity are also recognised in equity.
The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits.
The Company is included in consolidated tax group no. 30/99 headed by ACS Actividades de Construcción y Servicios, S.A., as well as VAT group no. 0194/08 headed by ACS Actividades de Construcción y Servicios, S.A.
7 4.4) Income and expense
Revenue and expenses are recognised in profit or loss for the year on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes.
Revenue from sales is recognised when the significant risks and rewards of ownership of the goods sold have been transferred to the buyer, and the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold.
Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the end of the reporting period, provided the outcome of the transaction can be estimated reliably.
Interest income from financial assets is recognised using the effective interest method and dividend income is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as income.
4.5) Related-party transactions
The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company's directors consider that there are no material risks in this connection that might give rise to significant liabilities in the future.
4.6) Provisions and contingencies
When preparing the financial statements, the Company’s sole director made a distinction between: a) Provisions: credit balances covering present obligations arising from past events, the settlement of which is likely to cause an outflow of resources, but which are uncertain as to their amount and/or timing. b) Contingent liabilities: possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the Company's control.
The financial statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the financial statements but rather are disclosed in the notes to the financial statements, unless the possibility of an outflow in settlement is considered to be remote.
Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences, recording the adjustments which arise as a result of the update of these provisions as a finance cost as it accrues.
4.7) Current/non-current classification
Balances are classified as non-current and current in the accompanying balance sheet. Current balances include balances which the Company expects to sell, consume, pay or realise during its normal operating cycle. The remaining balances are classified as non-current.
4.8) Environmental assets and liabilities
Environmental assets are deemed to be assets used on a lasting basis in the Company's operations whose main purpose is to minimise environmental impact and protect and improve the environment, including the reduction or elimination of future pollution.
8 5. Property, plant and equipment
The breakdown of the balance of this heading in the balance sheets at 31 December 2011 and 2010 is as follows:
9 2011
Euros
Balance at Balance at 31/12/2010 Additions 31/12/2011
Cost: Land and natural resources 6,222,434 - 6,222,434 Buildings 356,778,511 1,033,971 357,812,482 Furniture - 49,315 49,315 Vehicles - 123,170 123,170
Total cost 363,000,945 1,206,456 364,207,401
Accumulated depreciation: Buildings (13,927,738) (19,643,475) (33,571,213) Furniture - (3,596) (3,596) Vehicles - (1,711) (1,711)
Total accumulated depreciation (13,927,738) (19,648,782) (33,576,520) Total property, plant and 349,073,207 (18,442,326) 330,630,881 equipment, net
2010
Euros
Balance at Balance at 31/12/2009 Additions 31/12/2010
Cost: Land and natural resources 6,222,434 - 6,222,434 Buildings 345,214,193 11,564,318 356,778,511
Total cost 351,436,627 11,564,318 363,000,945
Accumulated depreciation: Buildings (111,161) (13,816,577) (13,927,738)
Total accumulated depreciation (111,161) (13,816,577) (13,927,738) Total property, plant and 351,325,466 (2,252259) 349,073,207 equipment, net
Property, plant and equipment is comprised of the land, equipment and facilities necessary to exploit the solar thermal plant operated by the Company (Note 1). The costs capitalised relate to the in-house costs directly attributable to the project, including studies and projects, engineering work, the obtainment of permits, solar resource studies and advances given to the owners of the affected land.
The Company did not capitalise finance costs within "Buildings" in the year ended 31 December 2011. The accumulated capitalised finance costs under "Buildings" amounted to EUR 19,840,053.
10
There are no fully amortised assets under the Company's property, plant and equipment at 31 December 2011 and 2010.
The Company takes out insurance policies to cover the possible risks to which its property, plant and equipment are subject. At 2011 and 2010 year end these risks were adequately covered.
To secure compliance with the obligations arising from the financing agreement described in Note 11, the Company definitively assigned to the lenders all of the collection and other rights and the guarantees arising from the plant construction, operation, maintenance and refurbishment agreements, management and administration services, as well as land use and energy sale and purchase agreements and indemnities for the insurance policies taken out by the Company.
6. Financial investments
Non-current
"Non-current financial investments" includes the deposits made at Endesa as a guarantee deposit amounting to EUR 12,404 and EUR 11,306 each (EUR 12,404 in 2010).
Current
In 2011 and 2010 this heading was comprised mainly of the deposit made by the Company at Banco Sabadell, S.A. in relation to the debt service reserve fund amounting to EUR 12,502,246 and EUR 11,339,226 in 2011 and 2010, respectively.
This debt service reserve fund will be maintained until all of the payment obligations arising from the financing agreement described in Note 11 have been settled.
7. Balances with Group companies and associates
The detail of the current balances with group companies and associates at 31 December 2011 and 2010 is as follows:
2011
Euros Subordinated Payable to Current Current Income debt Interest suppliers payables Loans Interest receivables VAT tax Cobra Instalaciones y Servicios, S.A. - - (8,020,650) (1,455,822) - - 9,534,458 - - Centro de Control Villadiego - - (45,234) ------ACS, Actividades de Construcción y Servicios, S.A. ------(115,544) Cobra Gestión de Infraestructuras, S.L.U. ------6,338,355 - Cobra Sistemas y Redes, S.A. (27,054,890) (3,399,238) (16,884) - 17,397,303 584,102 5,698 - - Total (27,054,890) (3,399,238) (8,082,768) (1,455,822) 17,397,303 584,102 9,540,156 6,338,355 (115,544)
11 2010
Euros Other Subordinated Payable to Current accounts Current debt Interest suppliers payables receivable receivables VAT Income tax Extresol 2, S.L. - - - (919,202) - - - - Eyra - - (5,568) (1,132) - - - - Cobra Instalaciones y Servicios, S.A. - - (2,616,550) (9,790,358) - - - - Centro de Control Villadiego - - (20,187) - - - - - Moncobra - - (296,776) - - - - - ACS, Actividades de Construcción y Servicios, S.A. ------7,345,313 Cobra Gestión de Infraestructuras, S.L.U. - - - - - 50,832,512 12,526,042 - Cobra Sistemas y Redes, S.A. (27,054,890) (2,155,757) (4,706) - - 5,739 - - Total (27,054,890) (2,155,757) (2,943,787) (10,710,694) - 50,838,251 12,526,042 7,345,313
On 10 February 2007, Cobra Sistemas y Redes, S.A., shareholder of Cobra Sistemas y Redes, S.A., granted the latter a credit facility for a maximum of EUR 60,000,000. On 30 June 2007, the aforementioned agreement was novated, thereby reducing the limit to EUR 26,750,000, and the lender recognised the priority and preference of the financing agreements over this credit facility which accrues the same interest rate as that applied to the syndicated credit facility in the same period, plus a 2% spread. The credit facility matures in 2029. On 15 October 2009, the aforementioned agreement was novated, thereby increasing the limit to EUR 27,054,890.
The subordinated loan principal shall be amortised in the periods and for the amounts established in the syndicated credit facility repayment schedule and must be fully amortised on the final maturity date (30 August 2029), provided that the subordination conditions have been met. At 31 December 2011, the shareholders have stated that they do not require a partial maturity of the subordinated loan over the coming 12 months and, therefore, it is classified as non-current.
On 26 May 2011, Extresol 1, S.L. granted Cobra Sistemas y Redes, S.A. a credit facility for a maximum of EUR 44,397,303, which accrues interest at the same rate as that applied to the syndicated credit facility over the same period plus a spread of 2%. The credit facility matures in December 2013.
The Company maintains its VAT and income tax balances with the Group since it is part of the consolidated tax group.
The current accounts are one-off movements which do not accrue interest.
The balances of “Payable to suppliers” relate to transactions in connection with work performed and services rendered.
8. Cash and cash equivalents
The breakdown of the balance of this heading in the balance sheets at 31 December 2011 and 2010 is as follows:
Euros 2011 2010 Cash at banks 19,289,773 7,828,650 Total 19,289,773 7,828,650
On the dates indicated, the entire balance of "Cash and cash equivalents" is unrestricted.
12 9. Derivative financial instruments
The Company uses derivative financial instruments to hedge the risks to which its business activities, operations and future cash flows are exposed. Within the framework of the aforementioned transactions, the Company has arranged 18 interest rate swaps according to the following breakdown:
Notional Bank amount Start date Maturity date Fixed rate Caja Madrid 6,915,500 30/12/2007 30/12/2022 4.640% Banco Sabadell 6,915,444 30/12/2007 30/12/2022 4.640% Banesto 6,915,500 30/12/2007 30/12/2022 4.640% Natixis 6,915,500 30/12/2007 30/12/2022 4.640% BBVA 6,915,500 30/12/2007 30/12/2022 4.640% Caixa Banco Investimento 6,915,500 30/12/2007 30/12/2022 4.640% BNP Paribas 6,915,500 30/12/2007 30/12/2022 4.640% West LB 6,915,500 30/12/2007 30/12/2022 4.640% Dexia Sabadell 6,915,500 30/12/2007 30/12/2022 4.640% Caja Madrid 6,915,500 30/12/2008 30/12/2022 4.078% Banco Sabadell 6,915,444 30/12/2008 30/12/2022 4.078% Banesto 6,915,500 30/12/2008 30/12/2022 4.078% Natixis 6,915,500 30/12/2008 30/12/2022 4.078% BBVA 6,915,500 30/12/2008 30/12/2022 4.078% Caixa Banco Investimento 6,915,500 30/12/2008 30/12/2022 4.078% BNP Paribas 6,915,500 30/12/2008 30/12/2022 4.078% West LB 6,915,500 30/12/2008 30/12/2022 4.078% Dexia Sabadell 6,915,500 30/12/2008 30/12/2022 4.078% Total 124,478,888 - - -
The Company met the requirements described in Note 4 on measurement bases in order to classify the financial instruments detailed as hedges.
The following tables show the fair value of these hedges at 31 December 2011 and 2010:
Euros 2011
Liabilities
Caja Madrid 4,249,610 Banco Sabadell 4,249,610 Banesto 4,249,610 Natixis 4,249,610 BBVA 4,249,609 Caixa Banco Investimento 4,249,610 BNP Paribas 4,249,610 West LB 4,249,610 Dexia Sabadell 4,249,610 Total 38,246,489
13 Euros 2010
Liabilities
Caja Madrid 2,485,004 Banco Sabadell 2,485,004 Banesto 2,485,004 Natixis 2,485,004 BBVA 2,483,928 Caixa Banco Investimento 2,485,004 BNP Paribas 2,485,004 West LB 2,485,004 Dexia Sabadell 2,485,004 Total 22,363,960
10. Equity and shareholders’ equity
10.1) Share capital
The share capital at 31 December 2011 and 2010 amounted to EUR 8,918,931, represented by 301 fully subscribed and paid shares of EUR 29,631 par value each.
The Company’s shareholders are as follows:
Percentage of ownership Cobra Instalaciones y Servicios, S.A. 1% Cobra Sistemas y Redes, S.A. 99%
In the year ended 31 December 2011 no capital increases were carried out by the shareholders.
Banco Sabadell (Banco Agente), BBVA, Banco Caixa Geral, Banco Español de Crédito, BNP Paribas, Caixa Banco Investimento, Caixa Geral de Depósitos, Caja de Ahorros y Monte de Piedad de Madrid, Dexia Sabadell Banco Local, Natixis and West AG hold a security interest in the shares representing all of the share capital as a guarantee for the amounts owed in accordance with the financing agreement described in Note 11. Furthermore, in accordance with the conditions established in provision 16, point 4 (see Note 3) of the aforementioned financing agreement, there are restrictions on the distribution of dividends to the shareholders.
10.2) Legal reserve
Under the Consolidated Spanish Corporate Enterprises Law ( Texto Refundido de la Ley de Sociedades de Capital ), 10% of net profit must be transferred to the legal reserve until the balance of this reserve reaches 20% of the share capital.
The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount.
Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.
At 31 December 2011 and 2010, this reserve had not reached the stipulated level.
10.3) Equity situation
In accordance with Article 363 of the Spanish Corporate Enterprises Law, the company will be dissolved when losses incurred reduce its equity to less than one-half of its share capital, unless capital is increased or decreased by a sufficient amount, and provided that the Company does not need to declare insolvency.
14
Pursuant to Article 363 of the Spanish Commercial Code, for the purposes of profit distribution, mandatory capital reduction and mandatory dissolution as a result of losses, equity shall be considered the amount classified as such in the financial statements, plus the uncalled registered share capital, the par value and the share premiums of the registered share capital which is recognised for accounting purposes as a liability. Also for the aforementioned purposes, any adjustments for changes in value arising from cash flow hedges which have not yet been recognised in the income statement shall not be classified as equity.
Consequently, the equity which can be calculated for the purposes of the aforementioned articles of the Spanish Corporate Enterprises Law is that shown below. Accordingly, the cases of capital reduction and dissolution set out in the aforementioned regulations do not apply to the Company at 31 December 2011.
Euros
Equity as per the financial statements at 31/12/2011 (15,494,225) Minus adjustments for changes in value from cash flow hedges 26,772,542 Equity at 31 December 2011 for the calculation stipulated in article 11,278,317 363 of the Corporate Enterprises Law
11. Non-current and current payables
11.1) Bank borrowings
The detail of “Non-current payables” at 2011 and 2010 year end is as follows:
Non-current financial instruments Classes 2011
Categories Bank Derivatives and borrowings other Total
Accounts payable 298,082,526 - 298,082,526
Derivatives (Note 9) - 38,246,489 38,246,489 Total 298,082,526 38,246,489 336,329,015
Non-current financial instruments Classes 2010
Categories Bank Derivatives and borrowings other Total Accounts payable 312,836,328 - 312,836,328
Derivatives (Note 9) - 22,363,960 22,363,960
Total 312,836,328 22,363,960 335,200,288
15 The detail of "Non-current bank borrowings at" 31 December 2011 and 2010 is as follows:
Item 2011 2010 Syndicated credit facility 298,082,526 312,836,328 TOTAL 298,082,526 312,836,328
On 30 July 2007, the Company entered into a financing agreement (syndicated credit facility) with a mortgage commitment and a pledge on rights of up to EUR 321,000,000 with Banco Sabadell (agent bank), BBVA, Banco Caixa Geral, Banco Español de Crédito, BNP Paribas, Caixa Banco Investimento, Caixa Geral de Depósitos, Caja de Ahorros y Monte de Piedad de Madrid, Dexia Sabadell Banco Local, Natixis and West LB to finance the construction and start-up of the plants. This credit facility accrues interest at a floating rate which is calculated in addition to the reference interest rate (Euribor) plus a spread which varies based on the annual debt service coverage ratio with a final maturity scheduled for 2029.
In accordance with the financing agreement, in addition to the basic obligation to repay the principal, interest, fees and taxes, the Company undertakes to comply throughout the term of the agreement with the obligations detailed in provision 16 (reporting obligations, affirmative covenants and the obligation to manage and distribute cash and the debt service reserve account), among which the following are included:
- Not to dispose, encumber or transfer in any way the rights or assets for a cumulative amount greater than EUR 600,000 (according to the acquisition's carrying amount).
- Establish within a period of 12 months from completion of the works the debt service reserve fund.
- The DSCR is greater than 1 in any given year and it is not less than 1.05 in two consecutive years.
- The gearing ratio is greater than 10/90.
- Not to incur any other debt other than those mentioned, nor grant loans, guarantees, donations or any other discretional gifts.
- The long-term syndicated credit facility shall be amortised in 36 instalments beginning the day the credit facility is signed in accordance with the following schedule:
16 Annual Percentage to be amortised
2012 3.2196% 2013 3.4116% 2014 3.6298% 2015 3.8742% 2016 4.1684% 2017 4.4780% 2018 4.8086% 2019 5.1606% 2020 5.5286% 2021 5.9126% 2022 6.2780% 2023 6.6798% 2024 7.0336% 2025 7.4016% 2026 7.1896% 2027 6.7468% 2028 7.0334% 2029 3.5254%
At 31 December 2011, the aforementioned obligations has been met.
The investment in the solar thermal plants operated by the Company was financed through a project finance structure.
These financing structures are applied to projects capable in their own right of providing sufficient guarantees to the participating financial institutions with regard to the repayment of the funds borrowed to finance them. The project's assets are financed, on the one hand, through a contribution of funds by the developers, which is limited to a given amount, and on the other, generally of a larger amount, through borrowed funds in the form of long-term debt. The debt servicing of these credit facilities or loans is mainly supported by the cash flows generated by the project in the future.
11.2) Current financial liabilities
The detail of “Current Payables” at 2011 and 2010 year end is as follows:
Item 2011 2010 Bank borrowings 10,334,916 39,418,886 Interest payable 40,301 232,153 TOTAL 10,375,217 39,651,039
On 30 July 2011, the Company amortised the VAT credit facility which amounted to EUR 35,000,000 and accrued EUR 363,430 in interest in 2011 (Note 14.4).
In 2011 the balance of "Current bank borrowings" corresponded to the current portion of the syndicated credit facility (amounting to EUR 10,334,916) and the accrued interest payable for the financing agreements mentioned in Note 11.1 (EUR 22,832 for interest on the syndicated credit facility and EUR 17,469 for interest on the derivatives).
17 In 2010 the balance of "Current bank borrowings" corresponded to the VAT credit facility amounting to EUR 35,000,000, the current portion of the syndicated credit facility (amounting to EUR 4,418,886) and the accrued interest payable for the financing agreements mentioned in Note 11.1 (EUR 19,961 for interest on the syndicated credit facility, EUR 191,582 for interest on the VAT credit facility and EUR 20,610 for interest on the derivatives).
11.3) Trade payables
Deferred payment to suppliers for commercial transactions
In relation to the disclosures required by additional provision three of Law 15/2010, of 5 July, for these first financial statements prepared since the entry into force of the aforementioned law on 31 December 2011, there were balances payable to suppliers that were past due by more than the maximum legal payment period amounting to EUR 7,144,475.
This balance relates to suppliers which, due to their nature, are trade payables to suppliers of goods and services, such that the information includes data relating to “Current liabilities - Payable to suppliers - Group companies” and “Current liabilities - Sundry accounts payable” in the balance sheet.
The maximum legal payment period applicable to the Company according to Law 3/2004, of 29 December, establishing measures combating late payment in commercial transactions and in accordance with the transitional provisions established in Law 15/2010, of 5 July, is 85 days between the entry into force of the law until 31 December 2011.
The following table includes the volume of payments made during the year and the volume of payments made during the period established under the law.
18 Payments made and payable at the closing date of the balance sheet
31/12/2011
Amount Distributed %
Within maximum legal period 5,989,016 95% Other 327,384 5% Total payments in the year 6,316,400 100% Deferred payments which at year end exceed the maximum period 7,144,475 100%
Average payment period (days) 281
12. Tax matters
12.1) Current tax receivables and payables
The detail of "Current tax receivables and payables" in the balance sheets at 31 December 2011 and 2010 is as follows:
2011
EQUITY AND LIABILITIES Euros
Social security taxes payable 2,341 Tax withholdings 3,326
5,667
2010
EQUITY AND LIABILITIES Euros
Social security taxes payable 26,117 Tax withholdings 22,769
48,886
12.2) Reconciliation of the accounting profit/(loss) to the taxable base amount
The reconciliation of the accounting profit/(loss) for 2011 and 2010 to the corresponding taxable base amount is as follows:
Euros
2011 Total
Accounting profit/(loss) for the year before tax (2,202,514) Accelerated depreciation 7,699,565 Taxable base amount 5,497,051
19 Euros
2010 Total
Accounting profit/(loss) for the year before tax (10,538,893) Accelerated depreciation 11,403,340 Taxable base amount 864,447
12.3) Reconciliation of accounting profit/(loss) to the current income tax expense
The income tax expense is calculated on the basis of accounting profit or loss, determined by application of generally accepted accounting principles, which does not necessarily coincide with the taxable profit (tax loss), the latter being understood to be the taxable base amount.
The reconciliation of the accounting profit/(loss) for 2011 and 2010 to the current income tax expense is as follows:
2011 Euros Total
Accounting profit/(loss) for the year before tax (2,202,514) Accelerated depreciation 7,699,565 Taxable base amount 5,497,051 Tax rate of 30% (1,649,115) Withholdings and prepayments 1,533,571 Income tax payable (115,544)
2010 Euros Total
Accounting profit/(loss) for the year before tax (10,538,893) Accelerated depreciation 11,403,340 Taxable base amount 864,447 Tax rate of 30% (259,334) Environmental tax credit 231,286 Environmental tax credit from prior years 13,808,568 Withholdings and prepayments (6,435,207) Income tax receivable 7,345,313
The Company is included in the consolidated tax group headed by ACS Actividades de Construcción y Servicios, S.A.
The changes to the deferred tax liabilities due to accelerated depreciation (see Note 12.6) was affected, in particular, by the fact that the Company ultimately included in its 2010 income tax return a negative adjustment to the taxable base amount which was not included in the balance sheet at 31 December 2010.
The environmental tax credit corresponds to 2% of the investment made in property, plant and equipment used for the protection of the environment pursuant to Article 39 of Royal Legislative Decree 4/2004, of 5 March, approving the Consolidated Spanish Income Tax Law.
12.4) Income tax expense
The income tax expense for 2011 and 2010 was calculated as follows:
20 2011
Euros
Taxable amount multiplied by 30% (660,754) 2010 income tax adjustment 153,611 Total (507,143)
2010
Euros
Taxable amount multiplied by 30% 3,161,670 Environmental tax credit 231,286 2009 income tax adjustment 13,808,568 Total 17,201,524
12.5) Deferred tax assets
The detail of "Deferred tax assets" at 2011 and 2010 year end relates to the tax effect of the value of the derivative hedging instrument.
12.6) Deferred tax liabilities
The detail of “Deferred tax liabilities” at 31 December 2011 and 2010 is as follows.
Derecognition Additions 2010 s 2011
Effect of the adjustments to the taxable base amount of the income tax arising from the application of accelerated depreciation to investments in property, plant and equipment which generate employment 34,467,208 (2,309,869) 5,774,921 37,932,260
Total deferred tax liabilities 34,467,208 (2,309,869) 5,774,921 37,932,260
It corresponds to 30% of the portion of the investment made in the plant pursuant to additional provision 11 of Royal Legislative Decree 4/2004, of 5 March, approving the Consolidated Income Tax Law and regulating accelerated depreciation of investments in new items of property, plant and equipment related to economic activities which generate employment. The Company complies with the requirements necessary to apply the aforementioned law.
12.7) Years open for review by the tax authorities and tax audits
Under current legislation, taxes cannot be deemed to have been definitely settled until the tax returns have been reviewed by the tax authorities or until the statute-of-limitation period has expired. At 31 December 2011, the Company has the last four years open for review for all the taxes applicable to it, as well as income tax since 2006 because it belongs to the tax group. The Company's directors consider that the tax returns for the various taxes have been filed correctly and, therefore, even in the event of discrepancies in the interpretation of current tax legislation in relation to the tax treatment afforded to certain transactions, such liabilities as might arise would not have a material effect on the accompanying financial statements for the year ended 31 December 2011 and, thus, no provision was recorded in this connection.
The system for determining transfer prices is adequately designed with a view to complying with tax legislation. Therefore, transfer prices are adequately supported and there are no material risks in this connection.
21
13. Guarantee given to third parties
At 31 December 2011 and 2010, Extresol 1, S.L., had provided bank guarantees to third parties mainly for the purpose of securing certain of its normal business operations, the detail being as follows:
Year
2011 2010
Banco Vasconia - 50,000 Caja Madrid - 1,000,000 Caja Madrid 672,268 672,268
The guarantees outstanding at 31 December 2011 are not expected to give rise to liabilities additional to those recognised in the Company's financial statements at that date.
14. Income and expense
14.1) Revenue
The sales relate in full to electricity which is billed to EGL Energía Iberia, S.L., and to Comisión Nacional de la Energía, S.A.
Billing for the electricity produced is billed directly by the National Energy Commission (Comisión Nacional de la Energía) in accordance with the electricity generated each month.
14.2) Procurements
"Procurements" corresponds to the purchase of electricity.
14.3) Other operating expenses
The detail of “Other operating expenses” in the accompanying income statements for 2011 and 2010 is as follows:
Euros Item 2011 2010
Research and development expenditure 40,771 - Rent and royalties - 32,270 Independent professional services 41,838 19,985 Transport 251,296 261,948 Insurance premiums 776,056 701,748 Banking services 2,087 9,698 Advertising, publicity and public relations 8,500 24,969 Supplies 5,025,459 5,429,588 Other services 5,470,496 4,144,902 Taxes other than income tax 154,841 1,661,238 Total 11,771,344 12,286,346
22 The Company recognises the gas, electricity and nitrogen expenses necessary for operating the plant under "Supplies".
"Other services" includes the amount corresponding to the operations and maintenance expenses for the solar thermal plant provided by Cobra Instalaciones y Servicios, S.A. amounting to EUR 4,099,613.
14.4) Finance income and costs
In 2011 and 2010 "Finance income" included EUR 3,238 and EUR 3,569, respectively, corresponding to the placement of cash surpluses and interest from current accounts. It also includes the interest accrued on the loan granted to Cobra Sistemas y Redes, S.A. for EUR 584,102.
The following items are recognised under "Finance costs":
Finance costs 2011 2010 Interest on shareholder loans 1,243,481 1,109,793 Interest on main credit facility 8,080,460 6,640,900 Interest VAT credit facility 363,430 531,867 Hedges 6,836,201 8,151,784 Other 21,940 38,665
TOTAL 16,545,512 16,473,009
14.5) Staff costs
The following items are recognised under "Staff costs":
2011 2010 Wages and salaries 693,702 991,856 Employee benefit costs 186,180 327,078 TOTAL 879,882 1,318,934
The average number of employees at the Company in 2011 and 2010, by category, was as follows:
Categories 2011 2010 Senior executives - - Line personnel and middle management 6 11 Clerical staff 1 2 Manual workers 15 30 Total 22 43
Also, the headcount at the end of 2011 and 2010, by category and gender, was as follows:
2011 2010
Categories Men Women Men Women Senior executives - - - - Line personnel and middle management 5 1 9 2 Clerical staff - 1 1 1 Manual workers 13 2 28 2 Total 18 4 38 5
At 31 December 2011, the Company did not have any disabled people on its work force.
15. Related-party transactions
23
15.1) Related-party transactions
The transactions carried out by Extresol 1, S.L. with Group companies and associates in 2011 and 2010 were as follows:
2011
Euros Cost of materials used and other Finance external expenses Finance income expenses
- Cobra Sistemas y Redes. S.A. - - - - Centro de Control Villadiego. S.L. 57,528 - - - Cobra Instalaciones y Servicios. S.A. 4,189,082 - - - Energías y Recursos Ambientales. S.A. - - - - Aldebarán Servicios de Mantenimiento. eólico. S.A. 508,842 - - Intereses Deuda Subordinada - - 1,243,481 Intereses Créditos - 584,102 - Total 4,755,452 584,102 1,243,481
2010
Euros Cost of materials used and other external expenses Finance costs
- Cobra Sistemas y Redes, S.A. 245,819 - - Centro de Control Villadiego, S.L. 44,635 - - Cobra Instalaciones y Servicios, S.A. 4,649,640 - - Energías y Recursos Ambientales, S.A. 4,800 - - Aldebarán Servicios de Mantenimiento, eólico, S.A. 415,656 Interest on subordinated debt - 1,109,793 Total 5,360,550 1,109,793
15.2) Remuneration of the sole director and senior executives
The sole director did not receive any remuneration in 2011 or 2010.
The Company has not granted any loans or advances to its sole director and it does not have any pension obligations to him.
The sole director has not received any advances or loans from the Company, nor has the Company provided him with any guarantees.
The senior executive functions are discharged by the Company's director.
16. Information on the environment
At 31 December 2011, there were no material assets used for protecting and improving the environment, nor were any significant expenses of this nature incurred in 2011.
The Company's director consider that there are no material contingencies in relation to environmental protection and improvement and, therefore, did not consider it necessary to record any provisions for environmental contingencies and expenses at 31 December 2011.
In accordance with point 5 of "Rule 4. Preparation of financial statements" the Company hereby discloses that it has not recognised any items of an environmental nature.
24 Notwithstanding the foregoing, the CO 2 emission rights assigned to Extresol 1, S.L., at 31 December 2011 amounted to EUR 14,520 tonnes. The Company does not consider the amount of the aforementioned rights to be significant and, therefore, did not recognise these assets and payables.
17. Other disclosures
17.1) Fees paid to auditors
The fees for audit services provided to Extresol 1, S.L. amounted to:
Euros 2011 Categories Financial audit Other attest Other services services Tax counselling services
Deloitte, S.L. 5,090 - - -
Total 5,090 - - -
Euros 2010 Categories Financial audit Other attest Other services services Tax counselling services
Deloitte, S.L. 5,090 - - -
Total 5,090 - - -
17.2) Information on the nature and level of risk of financial instruments
The Company's financial risk management is centralised in its financial department, which has established the mechanisms required to control exposure to interest rate and exchange rate fluctuations and credit and liquidity risk. The main financial risks that affect the Company are as follows:
Price risk
Electricity production from renewable energies in Spain revolves around a law which establishes the option of remunerating the sale freely at market price. The Company is exposed to fluctuations in the market price of electricity (pool price). However, a percentage of these prices are composed in reference to regulated tariffs (premium, incentive and reactive energy supplement) and the risk of long-term fluctuation is noticeably reduced because it is tied to various conditions.
Regulatory change
The Company's activities are subject to a wide range of government regulations. Any changes to these regulations could affect activities and earnings (see Note 1).
Its electricity production from renewable energies is subject to a comprehensive law on tariffs and other aspects of its activities in Spain. The introduction of new laws or regulations, or the amendment of existing laws and regulations, could have an adverse or positive effect on the business activities and the results of operations.
Also, the current legislative framework governing the tariff review system, including the remuneration of electricity generated, constitutes the main support mechanism for the development of these renewable sources.
Other external factors with an impact on the Company's business activities
The Company's business activity is influenced by weather, an external factor which may adversely affect its operations, results and financial situation.
25 Credit risk:
In general, the Company holds its cash and cash equivalents at banks with high credit ratings.
Liquidity risk:
The Company, for the purpose of ensuring liquidity and enabling it to meet all the payment obligations arising from its business activities, has the cash and cash equivalents disclosed in its balance sheet, together with the credit and financing facilities, in accordance with the project finance structure, detailed in Note 11.
Market risk (includes interest rate, foreign currency and other price risks):
Both the Company's cash and its bank borrowings are exposed to interest rate risk, which could have an adverse effect on financial results and cash flows. Therefore, Company policy is to ensure that at least 75% of its bank borrowings at any given time are tied to fixed interest rates.
17.3) Detail of investments in companies engaging in similar activities and of the activities carried on by the sole director as independent professionals or as employees.
At 31 December 2011, the director did not held any investments in non-Group companies engaging in an activity that is identical, similar or complementary to the activity that constitutes the Company’s object. Additionally, the sole director discharges the following functions at companies engaging in an activity that is identical, similar or complementary to the activity that constitutes the Company’s object.
Antonio Gómez Zamora
Name of Company Company activities Position Al-Andalus Wind Power, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Energía y Recursos Ambientales, S.A.
Aldebarán Servicios de Renewable energies Individual appointed to discharge the functions of Mantenimiento Eólico, S.A. the sole director, Energía y Recursos Ambientales, S.A.
Aldeire Solar, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Sistemas y Redes, S.A.
Aldeire Solar-2, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Sistemas y Redes, S.A.
Altomira Eólica, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Energía y Recursos Ambientales, S.A.
Andasol-3 Central Renewable energies Individual appointed to discharge the functions of Termosolar Tres, S.L. the sole director, Cobra Sistemas y Redes, S.A.
Andasol-4 Central Renewable energies Individual appointed to discharge the functions of Termosolar Cuatro, S.L. the sole director, Cobra Sistemas y Redes, S.A.
26
Andasol-5 Central Renewable energies Individual appointed to discharge the functions of Termosolar Cinco, S.L. the sole director, Cobra Sistemas y Redes, S.A.
Andasol-6 Central Renewable energies Individual appointed to discharge the functions of Termosolar Seis, S.L. the sole director, Cobra Sistemas y Redes, S.A.
Andasol-7 Central Renewable energies Individual appointed to discharge the functions of Termosolar Siete, S.L. the sole director, Cobra Sistemas y Redes, S.A.
Berea Eólica, S.L. Renewable energies Individual appointed to discharge the functions of the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Calvache Eólica, S.L. Renewable energies Individual appointed to discharge the functions of the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Carta Valley Wind Power Renewable energies Individual appointed to discharge the functions of USA, LLC the sole director, Eyra Wind Power USA, Inc.
Cobra Termosolar USA, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Instalaciones y Servicios, S.A.
Cobra Solar del Sur, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Sistemas y Redes, S.A.
Cobra Sun Power USA, INC Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Termosolar USA, S.L.
Centro de Control Villadiego, Renewable energies Individual appointed to discharge the functions of S.L. the sole director, Energía y Recursos Ambientales, S.A.
Desarrollos Energéticos Renewable energies Chairman of the Board of Directors Asturianos, S.L.
Desarrollos Energéticos Renewable energies Chairman of the Board of Directors Riojanos, S.L.
27 El Chaparral Wind Power, Renewable energies Individual appointed to discharge the functions of S.L. the sole director, Urbaenergía, S.L.
El Otero Wind Power, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
El Recuenco Eólica, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
El Robledo Eólica, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
Electra de Montanchez, S.A. Renewable energies Individual appointed to discharge the functions of a member of the Board of Directors, Energía y Recursos Ambientales, S.A.
Energía Sierrezuela, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
Energía y Recursos Renewable energies Individual appointed to discharge the functions of Ambientales, S.A. the sole director, Cobra Instalaciones y Servicios, S.A.
Energía y Recursos Renewable energies Individual appointed to discharge the functions of Ambientales Internacional, the sole director, Energía y Recursos Ambientales, S.L. S.A.
Energías Alternativas Eólicas Renewable energies Member of the Board of Directors Riojanas, S.L.
Energías Ambientales de Renewable energies Individual appointed to discharge the functions of Soria, S.L. the sole director, Urbaenergía, S.L.
Energías Renovables de Renewable energies Member of the Board of Directors Ricobayo, S.A.
Manchasol-1 Central Renewable energies Individual appointed to discharge the functions of Termosolar Uno, S.L. the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of Manchasol-2 Central Renewable energies the sole director, Cobra Sistemas y Redes, S.A. Termosolar Dos, S.L.
28
Eólica del Guadiana, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Energía y Recursos Ambientales, S.A.
Eólica Majadillas, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
Eólica Torrellana, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
Extresol-1, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Sistemas y Redes, S.A.
Extresol-2, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Sistemas y Redes, S.A.
Extresol-3, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Sistemas y Redes, S.A.
Eyra Instalaciones y Renewable energies Individual appointed to discharge the functions of Servicios, S.L. the sole director, Cobra Instalaciones y Servicios, S.A.
Eyra Wind Power USA, INC Renewable energies Sole director
Garby Aprovechamientos Renewable energies Individual appointed to discharge the functions of Energéticos, S.L. the sole director, Energía y Recursos Ambientales, S.A.
Infraestructuras Energéticas y Renewable energies Individual appointed to discharge the functions of Medioambientales the sole director, Energía y Recursos Ambientales, Extremañas, S.L. S.A.
La Caldera Energía Burgos, Renewable energies Individual appointed to discharge the functions of S.L. the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Parque Eólico Bandelera, Renewable energies Joint director S.L.
29 Parque Eólico Buseco, S.L. Renewable energies Individual appointed to discharge the functions of the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Parque Eólico Valdecarro, Renewable energies Individual appointed to discharge the functions of S.L. the sole director, Energía y Recursos Ambientales, S.A.
Parque Eólico Donado, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
Parque Eólico La Boga, S.L. Renewable energies Individual appointed to discharge the functions of the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Parque Eólico Las Tadeas, Renewable energies Individual appointed to discharge the functions of S.L. the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Parque Eólico Marmellar, S.L. Renewable energies Individual appointed to discharge the functions of the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Parque Eólico Monte das Renewable energies Individual appointed to discharge the functions of Augas, S.L. the sole director, Energía y Recursos Ambientales, S.A.
Parque Eólico Monte dos Renewable energies Individual appointed to discharge the functions of Nenos, S.L. the sole director, Energía y Recursos Ambientales, S.A.
Parque Eólico Rodera Alta, Renewable energies Joint director S.L.
Parque Eólico Santa Renewable energies Individual appointed to discharge the functions of Catalina, S.L. the sole director, Energía y Recursos Ambientales, S.A.
Parque Eólico Sierra de las Renewable energies Individual appointed to discharge the functions of Carbas, S.L. the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Parque Eólico Tesosanto, Renewable energies Individual appointed to discharge the functions of S.L. the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
30 Parque Eólico Valcaire, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
Parque Eólico Valdehierro, Renewable energies Individual appointed to discharge the functions of S.L. the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Parques Eólicos de la Región Renewable energies Member of the Board of Directors de Murcia, S.A.
Recursos Ambientales de Renewable energies Individual appointed to discharge the functions of Guadalajara, S.L. the sole director, Urbaenergía, S.L.
Red Top Wind Power, LLC Renewable energies Individual appointed to discharge the functions of the chairman, Eyra Wind Power USA, Inc.
Riansares Eólica, S.L. Renewable energies Individual appointed to discharge the functions of the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Ribagrande Energía, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
Sociedad de Generación Renewable energies Joint director Eólica Manchega, S.L.
Somozas Energías Renewable energies Individual appointed to discharge the functions of a Renovables, S.A. member of the Board of Directors, Urbaenergia, S.L.
Torre de Miguel Solar, S.L. Renewable energies Individual appointed to discharge the functions of the joint director, Cobra Sistemas y Redes, S.A.
Urbaenergía, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Instalaciones y Servicios, S.A.
Urbaenergía Instalaciones y Renewable energies Individual appointed to discharge the functions of Servicios, S.L. the sole director, Cobra Instalaciones y Servicios, S.A.
31 Valdelagua Wind Power, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Urbaenergía, S.L.
Energías Renovables Renewable energies Individual appointed to discharge the functions of Andorranas, S.L. the sole director, Energía y Recursos Ambientales, S.L.
Extresol 4, S.L. Renewable energies Individual appointed to discharge the functions of the sole director, Cobra Sistemas y Redes, S.A.
Serrezuela Solar II, S.L. Renewable energies Individual appointed to discharge the functions of the joint director, Cobra Sistemas y Redes, S.A.
Parque Eólico La Val, S.L. Renewable energies Individual appointed to discharge the functions of the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
Parque Eólico Cortado Alto, Renewable energies Individual appointed to discharge the functions of S.L. the chairman of the Board of Directors, Energía y Recursos Ambientales, S.A.
18.- Events after the reporting period
On 1 February 2012, Royal Decree-Law 1/2012 was approved eliminating the economic incentives for new facilities which produce electricity from cogeneration, renewable energy sources and waste.
This RD will have no impact on the Company as it was registered prior thereto under Royal Decree 661/2007, regulating electricity under the special regime.
On 3 February 2012, the Company received notification from the Ministry of Industry, Energy and Tourism of the change to the economic regime under the special regime for facilities which produce electricity, billing at market price from 1 January 2012.
32 DIRECTORS’ REPORT
Business performance and situation of the Company
In the year ended 31 December 2011, the Company recognised EUR 46,076,790 in revenue and made a loss of EUR 1,695,371.
In 2011 the Company will continue with its business activity and expects that it will perform positively.
Research and development activities
The Company did not allocate any of its funds to activities of this nature during the year.
Acquisition of treasury shares
In 2011 the Company did not acquire any treasury shares and no treasury shares were held at year end.
Information on the environment
The Company's business activity is aimed at preserving and caring for the environment.
The production of energy from renewable sources contributes directly to decreasing CO 2 levels in the atmosphere and helps combat climate changes.
In addition, apart from the costs incurred to install the solar thermal plants and other production facilities, no investment was made in specific projects to protect the environment.
Allocation of profit/(losses)
The allocation of 2011 profit/(loss) proposed by the Board of Directors and pending approval by the shareholders consists of transferring it to: - Previous years’ earnings EUR 1,695,371
Events after the reporting period
On 1 February 2012, Royal Decree-Law 1/2012 was approved eliminating the economic incentives for new facilities which produce electricity from cogeneration, renewable energy sources and waste.
This RD will have no impact on the Company as it was registered prior thereto under Royal Decree 661/2007, regulating electricity under the special regime. On 3 February 2012, the Company received notification from the Ministry of Industry, Energy and Tourism of the change to the economic regime under the special regime for facilities which produce electricity, billing at market price from 1 January 2012.
33 EXTRESOL 1, S.L.
Certificate
The sole director,
Cobra Sistemas y Redes, S.A. Mr. Antonio Gómez Zamora
Madrid, 11 March 2012
34