GREENALIA, S.L. (formerly, Grupo García Forestal, S.L.) AND SUBSIDIARIES

Transcription

1 GREENALIA, S.L. (formerly, Grupo García Forestal, S.L.) AND SUBSIDIARIES Consolidated Financial Statements at 31 December 2016 and Consolidated Directors' Report for 2016

2 ogreenalia, S.L. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2016 AND 2015 (Expressed in ) ASSETS Note A) Non-current assets 6,993,552 5,150,461 I. Intangible assets 5 735, , Goodwill 63, Other intangible assets 671, ,628 II. Property, plant and equipment 6 3,843,459 2,264, Land and buildings 235, , Plant and other items of property, plant and equipment 2,367,377 1,433, Property, plant and equipment in the course of construction and advances 1,240, ,033 IV. Non-current financial assets 7, 8 2,361,606 2,196, Equity instruments 780, , Loans to third parties 1,580,142 1,458, Other financial assets 626 6,126 V. Deferred tax assets 13 52,885 33, Deferred tax assets 52,885 33,218 B) Current assets 10,122,310 10,504,438 I. Inventories 9 2,033,723 2,887, Goods held for resale 1,616,980 2,392, Raw materials and other supplies - 13, Advances to suppliers 416, ,500 II. Trade and other receivables 7, 8 4,792,664 5,571, Trade receivables for sales and services 4,371,589 4,991, Sundry accounts receivable - 18, Current tax assets 162, , Other accounts receivable from public authorities 258, ,751 IV. Current financial assets 7, 8 1,680, , Loans to third parties 253, , Other financial assets 1,427, ,111 V. Current prepayments and accrued income 26,629 22,803 VI. Cash and cash equivalents 10 1,588,710 1,520, Cash 1,588,710 1,520,820 Total assets (A + B) 17,115,862 15,654,899 1

3 ogreenalia, S.L. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AT 31 DECEMBER 2016 AND 2015 (Expressed in ) EQUITY AND LIABILITIES Note A) Equity 1,966,105 1,916,608 A-1) Shareholders equity 11 1,420,727 1,341,751 I. Share capital 307, , Registered share capital a) 307, ,206 II. Share premium b) 514, ,415 III. Reserves c) 520, , Legal and bylaw reserves 19, Other reserves 500, ,315 VI. Profit for the year d) 78, ,652 A-2) Grants, donations or gifts and legacies received e) 72,666 42,538 A-3) Non-controlling interests f) 472, ,319 B) Non-current liabilities 5,772,632 5,827,111 I. Non-current payables 7, 12 5,704,819 5,767, Bank borrowings 2,557,549 2,536, Obligations under finance leases 9,686 21, Other financial liabilities 3,137,584 3,208,319 II. Deferred tax liabilities 13 67,813 60,033 C) Current liabilities 9,377,125 7,911,180 I. Current payables 7, 12 5,908,104 4,468, Bank borrowings 5,326,782 3,963, Obligations under finance leases 2,612 17, Other financial liabilities 578, ,477 II. Trade and other payables 7, 12 3,469,021 3,442, Payable to suppliers 2,333,121 2,699, Sundry accounts payable 580, , Staff costs 13, Current tax liabilities 103, Other accounts payable to public authorities 44,475 60, Customer advances 497,000 12,500 III. Current accrued expenses and deferred income Total equity and liabilities (A + B + C) 17,115,862 15,654,899 2

4 CONSOLIDATED INCOME STATEMENT FOR THE YEARS ENDED 31 DECEMBER 2016 AND 2015 (Expressed in ) Note A) Continuing operations: 1. Revenue: 14 29,668,980 29,747,761 a) Sales 26,762,516 28,238,908 b) Services rendered 2,906,464 1,508, Changes in inventories of finished goods and work in progress - 21, In-house work on non-current assets 26, Procurements: 14 (23,103,111) (22,238,298) a) Cost of goods held for resale used (19,732,362) (19,075,050) b) Cost of raw materials and other consumables used (485,805) (612,452) c) Work performed by other companies (2,884,944) (2,550,796) 5. Other operating income: 178, ,467 a) Non-core and current operating income 178, , Staff costs: , ,250 a) Wages, salaries and similar payments (669,335) (690,801) b) Employee benefit costs (267,444) (167,449) 7. Other operating expenses (4,828,097) (5,774,933) a) Outside services (4,775,748) (5,716,361) b) Taxes other than income tax (42,558) (22,730) c) Losses on, impairment of and change in allowances for trade receivables 8 (9,791) (35,842) d) Other current operating expenses Depreciation and amortisation charge 5, 6 (439,627) (289,407) a) Amortisation of intangible assets (166,431) (101,682) b) Depreciation of property, plant and equipment (273,196) (187,725) 9. Allocation to profit or loss of grants related to non-financial noncurrent 11 31,649 15,468 assets and other grants 10. Impairment and gains or losses on disposal of non-current assets 83, ,706 a) Gains or losses on disposals and other 83, , Other losses (32,054) (18,253) a) Extraordinary income 3,651 4,636 b) Extraordinary expenses (35,705) (22,889) A.1) PROFIT FROM OPERATIONS ( ) 649,668 1,201, Finance income: 63, ,138 a) From marketable securities and other financial instruments 63, ,138 1) From third parties 63, , Finance costs (523,352) (486,798) a) On debts to third parties (523,352) (486,798) 14. Impairment and gains or losses on disposals of financial instruments - 6,749 a) Impairment and other losses - 6,749 A.2) FINANCIAL LOSS ( ) (460,187) (368,911) A.3) PROFIT BEFORE TAX (A.1 + A.2) 189, , Income tax 15 (51,951) (263,594) A.4) PROFIT FOR THE YEAR (A ) 137, ,986 Profit attributable to the Parent 78, ,652 Profit Attributable to non-controlling interests 58, ,334 3

5 CASH FLOW STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2016 AND 2015 (Expressed in ) A) STATEMENTS OF RECOGNISED INCOME AND EXPENSE FOR THE YEARS ENDED 31 DECEMBER 2016 AND 2015 (Expressed in ) Note A) Profit per income statement 137, ,986 I. Grants, donations or gifts and legacies received 66,851 85,817 II. Tax effect (15,513) (21,454) B) Total income and expense recognised directly in equity 14 51,338 64,363 I. Grants, donations or gifts and legacies received (31,649) (15,468) II. Tax effect 4,278 4,278 C) Total transfers to profit or loss 14 (27,371) (11,190) TOTAL RECOGNISED INCOME AND EXPENSE (A + B + C) 161, ,159 Total income and expense attributable to the Parent 109, ,190 Total income and expense attributable to non-controlling interests 52, ,969 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2016 AND 2015 (Expressed in ) Share Capital Share Premium Reserves Profit for the Year Non-Refundable Grants Non- Controlling Interests Adjusted balance at 13 August ,615, , , ,335,914 I. Total recognised income and expense ,652 42, , ,159 II. Transactions with shareholders or owners (2,308,163) - (91,652) ,350 (2,041,465) III. Other changes in equity - 206,130 (206,130) B ENDING BALANCE 307, , , ,652 42, ,319 1,916,608 I. Total recognised income and expense ,976 30,128 52, ,497 II. Transactions with shareholders or owners - dividends (112,000) (112,000) III. Other changes in equity ,652 (405,652) - C ENDING BALANCE 307, , ,130 78,976 72, ,712 1,966,105 Total 4

6 CASH FLOW STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2016 AND 2015 (Expressed in ) A) CASH FLOWS FROM OPERATING ACTIVITIES Note Profit for the year before tax. 189, , Adjustments to profit. 794, ,986 a) Depreciation and amortisation (+). 5, 6 439, ,407 b) Impairment losses (+/-). 8 9,791 35,842 c) Allocation of grants to profit or loss (-) (31,649) (15,468) d) Gains/losses on derecognition and disposals of non-current assets (+/-). (83,403) (349,706) e) Gains/losses on derecognition and disposals of financial instruments (+/-). - (6,749) f) Finance income (-). (63,165) (111,138) g) Finance costs (+). 523, , Changes in working capital. 1,653, ,008 a) Inventories (+/-). 853,760 (315,817) b) Trade and other receivables(+/-). 901, ,993 c) Trade and other payables (+/-). (101,743) 887, Other cash flows from operating activities. (588,396) (547,998) a) Interest paid (-). (523,352) (486,798) c) Interest received (+). 63, ,138 c) Income tax recovered (paid) (+/-) (128,209) (172,338) 5. Cash flows from operating activities (+/-1+/-2+/-3+/-4) 2,048,883 1,494,577 B) CASH FLOWS FROM INVESTING ACTIVITIES 6. Payments due to investments (-). (3,521,601) (3,174,993) a) Total Group companies, associates and related companies. (1,343,895) (729,564) b) Intangible assets. 5 (183,282) (301,455) c) Property, plant and equipment. 6 (1,994,424) (1,591,711) d) Other financial assets. - (552,263) 7. Proceeds from disposals (+). 228,092 1,045,592 a) Property, plant and equipment. 228,092 1,045, Cash flows from investing activities (7-6) (3,293,509) (2,129,401) C) CASH FLOWS FROM FINANCING ACTIVITIES 9. Proceeds and payments relating to equity instruments. (65,136) 85,817 a) Dividends paid (-). (112,000) - b) Grants, donations or gifts and legacies received (+). 46,864 85, Proceeds and payments relating to financial liabilities. 1,377, ,427 a) Issues 1,377,652 1,693, Bank Borrowings (+). 1,384,403 1,670, Other borrowings (+). (6,751) 23,104 b) Repayment - (1,485,358) 1. Bank borrowings (-). - (1,485,358) 11. Cash flows from financing activities (+/-9+/-10) 1,312, ,244 E) NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS 67,890 (340,580) (+/-5+/-8+/-11+/-D) Cash and cash equivalents at beginning of year. 10 1,520,820 1,861,400 Cash and cash equivalents at end of year. 10 1,588,710 1,520,820 5

7 1. Subsidiaries 1.1 Parent Greenalia, S.L. (hereinafter, the Company or the Parent ) was incorporated on 13 December 2013 as a limited liability company under the name Grupo García Forestal, S.L., which was changed to Greenalia, S.L. on 2 September Its company object is the acquisition and disposal of shares and ownership interests of all manner of companies, as well as financing investee companies, providing them with the management support services they require in order to properly manage and administer their business, either through Company staff or third parties. The Group's object is the purchase and sale, import, export, manufacture and general processing of all types of wood, as well as its transport. The Company s registered office was located at Avda. Zumalacárregui, 35, piso bajo, Cedeira, A Coruña. On 2 September 2016, the Company changed its registered office to Plaza de María Pita, 10 planta 1ª, A Coruña. In 2014 the shareholders of Greenalia, S.L. agreed to restructure the group in order to adopt an organisational structure separating the Company's various activities. Thus, on 13 August 2014, a group was incorporated in the sense of Article 42 of the Spanish Commercial Code [Código de Comercio]. These decisions were adopted by the shareholders in the General Meeting and filed at the Mercantile Registry of A Coruña and qualify for the special tax regime provided for in Chapter VIII, Title VII of Royal Legislative Decree 4/2004, of 5 March, approving the Consolidated Spanish Corporation Tax Act [Texto Refundido de la Ley del Impuesto sobre Sociedades]. The company is the parent of the Group and files its consolidated financial statements at the Mercantile Registry of A Coruña was the first year that the Company filed consolidated financial statements. For the purpose of preparing these consolidated financial statements, a group is considered to exist when the parent has one or more subsidiaries over which this parent has a direct or indirect control. The accounting principles applied in preparing the Group s consolidated financial statements are detailed in Note 3.1. The transactions performed in 2015 were as follows: Partial spin-off in Greenalia, S.L. in which all of the shares of García Forestal Gestión del Patrimonio, S.L. were spun-off to a non-investee company of Greenalia, S.L. As a result of this transaction, the share capital of Grupo García Forestal was reduced by EUR 798,075. The share capital of Greenalia Forest, S.L. was increased through the non-monetary contribution of the shares of Greenalia, S.L. owned by José García López. 342,083 Greenalia, S.L. shares amounting to EUR 590,891 were contributed, creating 1,881 new Greenalia Forest, S.L. shares, of EUR par value each and applying a share premium of EUR 477,843. Greenalia, S.L. acquired treasury shares that it retired through a capital reduction of EUR 1,510,088, decreasing reserves by an additional EUR 718,545 and recognising a net financial effect in relation to the implicit interest on the transaction amounting to EUR 394,350. 6

8 All of the above-described transactions where subject to the special regime for mergers, spin-offs, asset contributions, share exchanges and change of registered office of a European company or a European cooperative entity from one EU Member State to another EU Member State established in Chapter VII of Title VII of Spanish Law 27/2014, of 27 March, on Spanish Corporation Tax [Ley de Impuesto sobre Sociedades]. The competent authorities were notified that the aforementioned transactions qualified for the Special Tax Neutrality Regime. 1.2 Subsidiaries Subsidiaries are all of the entities, including special purpose vehicles, over which the Group has or may have, directly or indirectly, control, which is understood as the power to govern the financial and operating policies of a business so as to obtain economic benefits from its activities. When assessing whether the Group controls another entity, the existence and effect of any potential voting rights that may be exercised or converted are taken into account. Subsidiaries are consolidated from the date on which control passes to the Group, and are excluded from consolidation on the date on which control ceases to exist. The detail of the Group s subsidiaries at 31 December 2016 is as follows: Company GREENALIA FOREST, S.L Registered Office Ownership Interest Direct Indirect Share Capital Reserves Profit/(Los s) for the year Other items 80.00% - 565,241 1,441, ,772 63,651 GREENALIA INDUSTRY, S.L.U % - 1,130,000 - (1,295) - GREENALIA POWER, S.L.U. Plaza de María Pita, % - 580, GREENALIA WIND POWER, S.L.U. nº 10 planta 1ª A Coruña % 520,000 (65,234) (5,354) - GREENALIA LOGISTICS, S.L.U % - 312,500 (128,700) 121, ,479 GREENALIA WOODCHIPS, S.L.U % 430,000 (10,906) (46,991) - GREENALIA HEATING, S.L.U % - 3,000 (1,939) The changes in the scope of consolidation in 2016 were as follows: On to September 2016, the Parent incorporated Greenalia Industry, S.L. through the contribution of shares of Greenalia Goodchips, S.L.U. and Biomasa Forestal, S.L. On 27 September 2016, the Parent acquired Greenalia Wind Power, S.L. (formerly, Kaekias Eolicas, S.A.) for EUR 520 thousand and contributed it to Greenalia Power, S.L. on its incorporation the same day. 7

9 The detail of the Group s subsidiaries at 31 December 2015 is as follows: Company Registered Office Ownership Interest Direct Indirect Share Capital Reserves Profit/(Los s) for the year 8 Other items GREENALIA FOREST, S.L 80.00% - 565,241 1,185, ,667 94,456 GREENALIA LOGISTICS, S.L.U Av. Zumalacárregui, 35 bajo % - 312,500 23,167 (151,867) 51,706 Cedeira. A Coruña GREENALIA WOODCHIPS, S.L.U % - 343,000 - (10,906) - GREENALIA HEATING, S.L.U % - 3, (2,187) - The reasons why these companies are consolidated correspond to the situations included in Article 2 of the Rules for the Preparation of Consolidated Financial Statements that are indicated below: 1. When, in relation to another company (subsidiary), the parent finds itself in one of the following situations: a) The parent owns the majority of voting rights. b) The parent has the power to appoint or dismiss the majority of members of the managing body. c) The parent can control, pursuant to the agreements reached with other shareholders, the majority of voting rights. d) The parent, exercising its votes, has appointed the majority of the members of the managing body at the time the consolidated financial statements must be prepared and during the two immediately preceding years. This is presumed to be the case when the majority of the members of the investee's managing body are members of the managing body or senior executives of the parent or of another company of which it is the parent. 2. When a parent owns half or less of the voting rights, even when it barely has an ownership interest or does not have an ownership interest in another company, or when the management power has not been specified (special-purpose vehicles), but participates in the risks and rewards of the company, or is able to take part in the decision-making process for operating and financial matters. The financial year of all the subsidiaries ends on 31 December. The changes in the scope of consolidation in 2015 were as follows: The merger of Greenalia Logistics, S.L. and García Forestal Transportes, S.L. was subject to the special regime for mergers, spin-offs, asset contributions, share exchanges and change of registered office of a European company or a European cooperative entity from one EU Member State to another EU Member State established in Chapter VII of Title VII of Spanish Law 27/2014, of 27 March, on Corporation Tax. Partial spin-off in Greenalia, S.L. in which all of the shares of García Forestal Gestión del Patrimonio, S.L. were spun-off to a non-investee company of Greenalia, S.L. As a result of this transaction, the share capital of Greenalia was reduced by EUR 798,075 (Note 1.1).Prior to the transaction Greenalia had subscribed a capital increase at García Forestal Gestión del Patrimonio of EUR 600,000.

10 Greenalia WoodChips, S.L.U., was incorporated on 23 January 2015 through the subscription of 3,000 shares of EUR 1 par value each. 2. Basis of presentation of the consolidated financial statements 2.1 Fair presentation The consolidated financial statements were prepared from the accounting records of Greenalia, S.L. and subsidiaries (hereinafter, the Group) and include the required adjustments and reclassifications to recognise the related timing and measurement unifying entries in accordance with the accounting methods adopted by the Group. These consolidated financial statements are presented in accordance with Spanish corporate law in force, codified in the Spanish Commercial Code amended in accordance with Spanish Law 16/2007, of 4 July, reforming and adapting Spanish corporate law on accounting matters for international harmonisation based on European Union regulations, Royal Decree 1514/2007, of 20 November, approving the Spanish National Chart of Accounts and Royal Decree 1159/2010, of 17 September approving the rules for the preparation of consolidated financial statements and its subsequent amendments (including Royal Decree 602/2016), in all matters that do not contravene the provisions of the aforementioned corporate law reform, to present fairly the Group's equity, financial position and results, as well as the accuracy of the cash flows included in the statement of cash flows. 2.2 Non-obligatory accounting principles No non-obligatory accounting principles were applied. 2.3 Key issues in relation to the measurement and estimation of uncertainty The preparation of the financial statements requires that the Group use certain estimates and judgements with respect to the future that are continuously evaluated and that are based on historical experience and other factors, including expectations of future events that are deemed to be reasonable under the current circumstances. The resulting accounting estimates, per se, rarely match the corresponding outcomes in real life, however, the Company's Sole Director considers that there are no significant accounting estimates that could give rise to material adjustments to the carrying amounts of the assets and liabilities in the coming year. Income tax The legal situation of the tax legislation applicable to the Group means there are estimated calculations and a final quantification for tax that are uncertain. Tax is calculated based on Management's best estimate according to the legal situation of the tax legislation and taking into account how this situation might change (Note 15). When the taxable profit (tax loss) is different than the amounts initially recognised, the related tax effect is recognised in the year in which such determination is made. The useful lives of property, plant and equipment and intangible assets 9

11 These estimates relate to the useful lives of property, plant and equipment (Note 3.3) and intangible assets (Note 3.2). 10

12 Recoverability of trade receivables Management periodically assesses the recoverability of the Group's trade receivables. The Parent's Sole Director considers that the risk is low given that the Company works with a small number of customers who do not have a significant history of default. The Group does not have significant balances receivable that are more than one year old that have not been provisioned. 2.4 Comparative information The information relating to 31 December 2016 included in these notes to the consolidated financial statements is presented for comparison purposes with that relating to 31 December Grouping of items In order to facilitate comprehension of the balance sheet, the income statement, the statement of changes in equity and the statement of cash flows, certain items included in these financial statements have been presented grouped together, with the required analysis included in the corresponding notes to the financial statements. 2.6 Changes in accounting policies There were no significant changes in accounting policies in Correction of errors In preparing the accompanying consolidated financial statements no significant errors were detected that would have made it necessary to restate the amounts from prior years. 3. Accounting policies and measurement bases 3.1 Subsidiaries Acquisition of control Acquisition by the parent (or another Group company) of control of a subsidiary constitutes a business combination that is recognised in accordance with the acquisition method. The acquisition cost is the fair value of the assets acquired, of the equity instruments issued and of the liabilities incurred or assumed at the date of exchange, the fair value of any additional consideration that depends on future events (provided that it is probable and can be measured reliably) plus any costs directly attributable to the acquisition. The excess, on the date of acquisition, of the cost of the business combination, over the proportional part of the value of the identifiable assets acquired less the liabilities assumed representing the ownership interest in the company acquired is recognised as goodwill. Consolidation method The assets, liabilities, income and expense, cash flows and other items in the Group s financial statements are fully consolidated in the Group's consolidated financial statements. This method requires the following: 1. Reporting date uniformity. The consolidated financial statements are prepared on the same date and for the same period as the financial statements for the company that must be consolidated. Companies whose balance sheet date differs are included through interim financial statements at the 11

13 same date and for the same period as the consolidated financial statements. 2. Valuation uniformity. The assets, liabilities, income and expenses and other items in the financial statements for the Group companies were measured following uniform methods. Assets, liabilities, income or expenses that have been measured using criteria that are not consistent with those used on consolidation have been measured again, making the necessary adjustments, for the sole purpose of consolidation. 3. Aggregation. The various items in the individual financial statements previously standardised are aggregated according to their nature. 4. Investment-equity elimination. The fair values representing the equity instruments of the subsidiary owned, directly or indirectly, by the Parent, are offset with the proportional part of the equity items of the aforementioned subsidiary attributable to the said ownership interests, generally, based on the values obtained from applying the acquisition method described above. On consolidation in years following the acquisition of control, the excess or lack of equity generated by the subsidiary from the date of acquisition attributable to the parent is recognised on the consolidated balance sheet under reserves or valuation adjustments based on its nature. The portion attributable to non-controlling interests is recognised under "Non-Controlling Interests". 5. Elimination of intragroup items. All receivables, payables, income, expenses and cash flows between Group companies are eliminated. Likewise, all results arising from internal transactions are eliminated and deferred until they are performed vis-à-vis third parties unrelated to the Group. Change in ownership interest without loss of control Once control of the subsidiary is obtained, the subsequent transactions that give rise to a change in the Parent's ownership interest in the subsidiary, without loss of control, are treated as a treasury share transaction in the consolidated financial statements, and the following rules apply: a) Neither the amount of goodwill or negative difference recognised nor the other assets and liabilities recognised are changed; b) The profit or loss recognised in the individual financial statements is eliminated on consolidation, and the corresponding adjustment is made to the reserves of the company whose ownership interest is reduced; c) Valuation Adjustments" and "Grants, Donations or Gifts and Legacies Received" are adjusted to reflect the Group companies' share of the subsidiary. d) Non-controlling interests in the equity of the subsidiary will be recognised based on the percentage of ownership that third parties unrelated to the Group hold in the subsidiary once the transaction is performed, including the share in the goodwill recognised in the consolidated financial statements associated with the change made; e) The adjustment necessary based on points a), b) and c) above will be recognised under reserves. 12

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15 3.2 Intangible assets a) Goodwill Goodwill arises on the acquisition of subsidiaries and represents the excess, on the date of acquisition, of the cost of the business combination over the proportional part of the fair value of the identifiable assets acquired less that of the liabilities assumed representing the ownership interest in the company acquired. At the date of acquisition, goodwill is allocated to each of the Group's cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the business combination on which the aforementioned goodwill arose. At the date of initial recognition, goodwill is measured in accordance with that indicated in Note 3.1. After initial recognition, goodwill is measured at cost less any accumulated depreciation and any recognised accumulated impairment losses. The useful life is determined separately for each of the cash-generating units to which it has been allocated and is estimated to be 10 years (unless proven otherwise). At least annually, the Company tests the cash-generating units to which goodwill has been assigned for impairment and, if there are indications of impairment, its possible impairment is verified. Impairment losses recognised for goodwill must not be reversed in a subsequent periods. b) Computer software Licences for computer software acquired from third parties are capitalised on the basis of the costs incurred to acquire and prepare the licences to use the specific program. These costs are amortised over their estimated useful lives (4 years). The expenses related to maintaining the computer programs are recognised when they are incurred. The costs directly related to producing unique, identifiable computer programs controlled by the Company, and that are likely to generate economic benefits that will exceed their costs for more than one year, are recorded as intangible assets. These direct costs include the staff costs for the computer program developers and a proportional percentage of general expenses. The development costs of computer programs recorded as assets are amortised over their estimated useful lives (which do not exceed 4 years). 3.3 Property, plant and equipment Property, plant and equipment is recognised at its acquisition or production cost less any accumulated depreciation and recognised accumulated impairment losses. In-house work on non-current assets is calculated by adding the acquisition cost of the consumables and the direct or indirect costs allocable to the said assets. Costs incurred to expand, modernise or improve items of property, plant and equipment that increase the capacity or productivity or extend the useful life of the asset are capitalised as part of the cost of the related asset, provided that the carrying amount of the assets replaced and derecognised from inventories is known or can be estimated. Major repair costs are capitalised and depreciated over their estimated useful life, while maintenance 14

16 expenses are charged to the income statement in the year in which they are incurred. The depreciation of property, plant and equipment, with the exception of land that does not depreciate, is calculated systematically, using the straight-line method, on the basis of the estimated useful life, based on the actual decline in value caused by their use and by wear and tear. The estimated useful lives are: Years estimated useful life Buildings 33 Machinery 8 Tools Furniture 10-4 Computer hardware 4 Other items of property, plant and equipment Transport equipment The residual value and useful life of the assets is reviewed, adjusting them if necessary, on each balance sheet date. If an asset's carrying amount is greater than its estimated recoverable value, its value is immediately reduced to its recoverable value (Note 3.5). Gains and losses on the disposal of property, plant and equipment are calculated by comparing the income obtained from the disposal and the carrying amount that is then recognised in the income statement. Expenses incurred by a company engaging in the forestry business Its measurement comprises the acquisition or production cost of the items necessary to prepare land owned by the Company for agricultural operation; this may include, among other items, trunks, roots, grafts, posts and wire fencing to support the vine, etc. and the items that are closely linked to the plantation and are permanent in nature. Costs incurred prior to the first productive harvest, i.e., from the moment the plantation is ready to produce regular income, are capitalised, including, where applicable, the inherent finance costs, however, it may not, under any circumstances, exceed the market price. The value of the agricultural land is not capitalised to the value of the plantation, which is treated as a separate asset. The amounts allocated to the acquisition of trees must be recognised as property, plant and equipment, in accordance with the criteria described. Likewise, the direct costs incurred prior to the plantation being ready to produce regular income are capitalised to the plantation, and are depreciated when it is ready for operation. 3.4 Borrowing Costs The finance costs directly attributable to the acquisition or construction of non-current assets that require more than twelve months to be ready for use are added to their cost until they are brought into operating condition. of 3.5 Impairment losses on non-financial assets 15

17 Assets with undefined useful lives (e.g., goodwill) are not subject to amortisation or depreciations and undergo annual tests for impairment. Assets subject to amortisation or depreciation undergo annual impairment tests whenever an event or change in their circumstances indicates that their carrying amount may not be recoverable. An impairment loss is recognised for the excess of the carrying amount of the asset over its recoverable amount, where the latter is understood as the greater of fair value of the asset less costs to sell and value in use. For the purpose of evaluating their impairment losses, assets are grouped at the lowest level with separate identifiable cash flows (cash-generating units). Non-financial assets, other than goodwill, that have suffered an impairment loss are reviewed at each balance sheet date, to see if the losses have been reversed. 3.6 Financial assets Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not traded in an active market. They are considered current assets, except for those maturing within more than 12 months from the balance sheet date, which are classified as non-current assets. Loans and receivables are included under Loans to Companies and Trade and Other Receivables in the balance sheet. These financial assets are initially measured at their fair value, including any directly attributable transaction costs, and subsequently at amortised cost, whereby the interest income is recognised on the basis of the effective interest rate, which is considered to be the discount rate that matches the carrying amount of the instrument to all its estimated cash flows until maturity. However, trade receivables maturing within twelve months are measured, both on initial recognition and subsequently, at their nominal value when the effect of not discounting the cash flows is not material. At least at each reporting date, the necessary impairment losses are taken if there is objective evidence that not all amounts owed will be collected. The amount of impairment losses on these assets are measured as the difference between their carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate calculated upon initial recognition. Impairment losses and any subsequent reversal are recognised in the income statement. Held-for-trading financial assets and other financial assets at fair value through profit or loss. Financial assets classified as at fair value through profit or loss are held-for-trading assets acquired for the purpose of selling them in the short-term or that are part of a portfolio of identified financial instruments that are managed jointly for short-term profit-taking, as well as financial assets thus designated by the Company upon initial recognition because more relevant information will be provided. 3.7 Inventories Inventories are stated at the lower of cost and net realisable value. When the net realisable value of the inventories is lower than their cost, the appropriate write-downs will be made and recognised as an expense in the income statement. If the circumstances causing the valuation adjustment no longer exist, the amount is reversed and recorded as income in the income statement. The cost is determined by using the weighted average cost formula. The cost of finished goods and work in progress includes design costs, raw materials, direct labour, other direct costs, and 16

18 production overheads (based on the normal capacity of the production facilities). The net realisable value is the estimated selling price of the inventories in the ordinary course of business, less the estimated costs required to make the sale and, in the case of raw materials and work in progress, the costs of completion. Inventories that require more than a year to be ready for sale, include their finance costs under the same terms as those established for non-current assets (Note 3.4). 3.8 Equity Share capital is represented by ordinary shares. The cost of issuing new shares is recognised directly against equity, as a reduction in reserves. Treasury shares are recognised at the value of the consideration paid, including any directly attributable incremental cost, and are deducted from equity until their redemption, re-issue or disposal. When these shares are sold or are later re-issued, any proceeds received, net of any directly attributable incremental cost of the transactions, is included in equity. 3.9 Financial liabilities Accounts payable This heading includes trade payables and non-trade payables. These borrowed funds are classified as current liabilities, unless the Company has the unconditional right to defer settlement at least 12 months after the balance sheet date. These borrowings are initially recognised at fair value, adjusted by any directly attributable transaction costs, and subsequently recognised at cost using the effective interest method. This effective interest rate is the discount rate that matches the carrying amount of the instrument to its expected future cash flows until the liability matures. However, trade payables maturing within twelve months where there is no contractual interest rate are measured, both initially and subsequently, at their nominal value when the effect of not discounting the cash flows is not material. If existing debts are renegotiated, no substantial changes to financial liabilities are considered to exist when the lender of the new loan is the same as the one who arranged the initial loan and the present value of the cash flows, including net fees and commissions, does not differ by more than 10% of the present value of the cash flows payable from the original liability calculated using this same method Grants received Refundable grants are recognised as liabilities until they meet the conditions to become nonrefundable, whereas non-refundable grants are recognised as income directly in equity and are taken to income on a systematic and rational basis in proportion to the expenses arising from the grant. For these purposes, a grant is considered non-refundable grant when there is a specific agreement relating to the award of the grant, the conditions established for the award of the grant have been met and there are no reasonable doubts as to its effective collection. Monetary grants are measured at the fair value of the amount received, and non-monetary grants are measured at the fair value of the good received, with both values referring to the moment they were recognised. 17

19 Non-refundable grants related to the acquisition of property, plant and equipment and investment property are credited to income for the year in proportion to the depreciation taken on these assets in that year or, if applicable, on disposal of the asset or on the recognition of an impairment loss. On the other hand, non-refundable grants related to specific expenses are credited to income in the same year in which their corresponding expenses are incurred, and those that are issued to offset losses from operations in the year they are granted, unless their purpose is to offset losses from operations in future years, in which case they are allocated to income in those years Current and deferred taxes The income tax expense (income) is the amount accrued in this connection during the year, comprising both the current and deferred tax expense (income). Both the current and the deferred tax expense (income) are recognised in the income statement. However, the tax effect related to items that are recognised directly in equity is likewise recognised in equity. Current tax assets and liabilities are measured according to the amounts expected to be paid to (recovered from) the tax authorities, in accordance with current legislation or legislation approved but pending publication at the end of the reporting period. Deferred taxes are calculated, in accordance with the balance sheet liability method, based on the temporary differences that arise between the tax bases of the assets and liabilities and their carrying amounts. However, if deferred taxes arise from the initial recognition of an asset or a liability in a transaction other than a business combination that, at the time of the transaction, does not affect either the carrying amount or the taxable base for the tax, they are not recognised. Deferred taxes are determined by applying the regulations and tax rates that have been enacted or substantially enacted by the balance sheet date and that are expected to be applied when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is considered probable that future taxable profit will be available against which the temporary differences can be offset. Deferred taxes are recognised on temporary differences that arise in investments in subsidiaries, associates and joint ventures, except for those cases in which the Group is able to control the moment when the temporary differences are reversed and it is also likely that they will not be reversed in the foreseeable future Employee benefits Employee termination benefits that might arise as a result of staff restructuring or for other reasons not attributable to the employees are calculated based on years of service. Any related expenses are recognised in the income statement for the year in which they are incurred Other provisions and contingent liabilities Provisions for environmental restorations, restructuring costs and litigation are recognised when the Group has a present obligation (legal or constructive) as a result of past events, where an outlay of resources will likely be needed to settle the obligation and the amount can be reliably estimated. The provisions for restructuring costs include lease cancellation fees and employee severance pay. No provisions are recognised for future losses from operations. 18

20 Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax interest rate that reflects current market assessments of the time value of money and the risks specific to the obligation. Adjustments made to provisions due to updates are recognised as finance costs on an accrual basis. Provisions maturing within one year or less and for which the financial effect is not material, are not discounted. When the portion of the payment necessary for settling the provision is refunded by a third party, the refund is recognised as an independent asset, as long as it is practically certain to be received. On the other hand, contingent liabilities are considered to be any obligations arising from past events, the occurrence of which is conditional upon whether one or more future events occur that are beyond the Company s control. These contingent liabilities are not recognised for accounting purposes, but rather are disclosed, where applicable, in the notes to the financial statements Revenue recognition Revenue is recognised on an accrual basis and at the fair value of the consideration receivable and represents the amounts receivable for the goods and services provided in the Company s normal course of business, net of any refunds, rebates, discounts and value added tax. The Group recognises revenue when the amount thereof can be reliably measured, when it is likely that the Group will receive future economic benefits and when the specific conditions for each of the activities are met, as detailed below. Income cannot be considered to be reliably measured until all contingencies related to the sale have been resolved. The Group bases its estimates on past results, taking into account the type of customer, type of transaction and specific terms of each agreement. Interest income is recognised using the effective interest method. When an account receivable suffers an impairment loss, the Group reduces its carrying amount to its recoverable amount, discounting the estimated future cash flows at the financial asset's original effective interest rate, and the discount is maintained as reduction to interest revenue. Interest revenue earned on loans that have suffered impairment loss are recognised using the effective interest method Leases a) When a Group company is a lessee Finance lease The Group leases certain property, plant and equipment. Leases of property, plant and equipment in which the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the start of the lease at the fair value of the leased asset or at the current value of the minimum payments from the lease agreement, whichever is less. In order to calculate the present value, the implicit interest rate from the contract is used, however if this rate cannot be determined, the interest rate the Company uses for similar transactions is used. Each lease payment is distributed between the liability and the finance charges. The total finance charges are distributed over the term of the lease and are allocated to the income statement for the year in which they are incurred using the effective interest method. Contingent rent is an expense in the year in which it is incurred. The corresponding lease obligations (less finance charges) are recognised under "Obligations Under Finance Leases". Non-current assets acquired under finance leases are depreciated over their useful life or over the term of the lease, whichever is less. a) When a Group company is a lessee Operating lease 19

21 Leases in which the lessor substantially retains the risks and rewards arising from ownership of the asset are classified as operating leases. Payments relating to operating leases (less any incentives received from the lessor) are charged to the income statement for the year in which they are paid on a straight-line basis during the lease term Related party transactions In general, transactions between Group companies are recognised initially at fair value. In the event that the price agreed upon in a transaction differs from its fair value, the difference is recognised in accordance with the economic substance of the transaction. The subsequent valuation is made in accordance with the provisions of the corresponding regulation. Notwithstanding the foregoing, in transactions in which the object is a business, which include ownership interests in the equity that confer control over a company that constitute a business, the Group follows the following criteria: a) Non-monetary contributions In non-monetary contributions to a Group company, both the contributing company and the acquirer recognise the investment at the fair value of the assets and liabilities delivered in the consolidated financial statements at the date the transaction is carried out. For such purposes, the Group uses the consolidated financial statements of the group or largest subgroup to which the assets and liabilities belong and the parent of which is Spanish. b) Mergers and spin-offs In transactions between Group companies involving the parent (or parent of a subgroup) and its, direct or indirect, subsidiary, the assets and liabilities acquired are measured at their corresponding amounts in the group or subgroup's consolidated financial statements. Any differences that arise are recognised against reserves. For transactions with other Group companies, the assets and liabilities acquired are measured according to their carrying amount in the consolidated financial statements of the group or largest subgroup to which the assets and liabilities belong and the parent of which is Spanish. The date for accounting purposes of mergers and spin-offs between group companies is the beginning of the year in which the transaction is approved provided that it is after the date of incorporation of the Group. If one of the companies involved in the transaction joined the Group in the year in which the merger or spin-off occurs, the date for accounting purposes will be the date of acquisition. The comparative information for the preceding year is not restated to reflect the effects of the merger or spin-off even when the companies involved in the transaction had formed part of the Group in that year. c) Capital reductions, dividend payments and dissolution In cases in which the company that carries out a capital reduction, resolves a dividend payment or cancels the shareholder liquidation payment, remains in the Group, the assignor will recognise the difference between the debt to the shareholder and the carrying amount of the business delivered in reserves. The assignee recognises the business in accordance with the rules for mergers and spinoffs indicated in Note 3.16.b. 20

22 3.17 Environment Costs incurred to prevent, reduce or repair damage to the environment are recognised, where applicable, when they are incurred. Investments in equipment used to prevent environmental damage are recognised under property, plant and equipment and are depreciated in accordance with their useful lives Foreign currency transactions a) Functional and presentation currency The consolidated financial statements are presented in euros, which is the Group's presentation and functional currency. b) Transactions and balances Transactions in foreign currencies are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Gains and losses on foreign currencies that arise from settling these transactions and from translating the monetary assets and liabilities denominated in foreign currencies at the year-end exchange rates are recognised in the income statement, except where they differ in equity, such as qualified cash flow hedges or qualified hedges of a net investment. Changes in the fair value of monetary assets denominated in foreign currencies classified as available for sale are analysed between the exchange differences resulting from changes in the amortised cost of the asset and other changes in its carrying amount. Translation differences are recognised in profit or loss for the year and other changes in carrying amount are recognised in equity. Translation differences on non-monetary items, such as equity instruments classified as at fair value through profit or loss, are presented as part of gains or losses in fair value. Translation differences on non-monetary items, such as equity instruments classified as available-for-sale financial assets, are included under equity Segment reporting In 2015 one segment is identified with regard to the Group's main activity: the purchase and sale, import, export, manufacture and processing of all types of wood. Transactions are performed at market value. 4. Financial risk management 4.1 Financial risk factors The Group's activities are exposed to various financial risks: market risk, credit risk and liquidity risk. The Group s global risk management programme focuses on the uncertainty of financial markets and attempts to minimise the potential adverse effects on its profitability. Risk management is controlled by the Group's Financial Management that identifies, assesses and hedges the financial risks pursuant to the policies approved by the Sole Director. 21