La Caldera Energía Burgos, S.L. Abridged Financial Statements for the year ended 31 December 2013
LA CALDERA ENERGÍA BURGOS, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2013 Euros A S S E T S 2013 2012 NON-CURRENT ASSETS 30,879,947 33,511,794 Property, plant and equipment (Note 5) 29,044,372 31,244,668 Deferred tax assets (Note 13.4) 1,835,575 2,267,126 CURRENT ASSETS 3,577,700 3,497,287 Trade and other receivables 824,320 616,400. Trade receivables 822,245 613,890. Other accounts receivable from public authorities (Note 13.1) 2,075 2,510 Current investments in Group companies and associates 1,173 1,173. Other financial assets (Note 7) 1,173 1,173 Current financial investments (Note 6) 2,002,249 1,999,801 Cash and cash equivalents (Note 8) 749,958 879,913 TOTAL ASSETS 34,457,647 37,009,081 The accompanying Notes 1 to 19 are an integral part of the abridged balance sheet at 31 December 2013.
LA CALDERA ENERGÍA BURGOS, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2013 Euros E Q U I T Y A N D L I A B I L I T I E S 2013 2012 EQUITY (Note 10) (3,582,776) (4,589,724) Shareholders' equity (1,807,698) (1,446,673). Share capital 1,008,000 1,008,000. Previous years earnings (2,454,673) (1,987,163). Profit/(Loss) for the year (361,025) (467,510) Adjustments for changes in value (1,775,078) (3,143,051). Hedging transactions (Notes 9 and 10.3) (1,775,078) (3,143,051) NON-CURRENT LIABILITIES 35,717,758 39,550,928 Non-current liabilities (Note 11.1) 32,703,833 36,097,003. Bank borrowings 30,168,007 31,606,929. Derivatives (Note 9) 2,535,826 4,490,074 Non-current payables to Group companies and associates (Note 7) 3,013,925 3,453,925 CURRENT LIABILITIES 2,322,665 2,047,877 Current liabilities (Note 11.2) 1,497,793 1,366,306. Bank borrowings 1,497,793 1,366,306 Short-term payables to Group companies and associates (Note 7) 371,639 273,457 Trade and other payables (Note 12) 453,233 408,114. Payable to suppliers - Group companies (Note 7) 217,930 279,382. Sundry accounts payable 69,947 81,248. Other accounts payable to public authorities (Note 13.1) 165,356 47,484 TOTAL EQUITY AND LIABILITIES 34,457,647 37,009,081 The accompanying Notes 1 to 19 are an integral part of the abridged balance sheet at 31 December 2013.
LA CALDERA ENERGÍA BURGOS, S.L. ABRIDGED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2013 Euros 2013 2012 CONTINUING OPERATIONS Revenue (Note 15.1) 4,505,313 4,048,466 Procurements (Note 15.2) - (696) Other operating expenses (Note 15.3) (1,422,588) (1,009,241) Depreciation and amortisation charge (Note 5) (2,200,296) (2,218,560) OPERATING INCOME 882,429 819,969 Finance income (Note 15.4) 4,908 73,216 Finance costs (Note 15.4) (1,403,087) (1,561,057) FINANCIAL RESULTS (1,398,179) (1,487,841) PROFIT/(LOSS) BEFORE TAX (515,750) (667,872) Income tax (Note 13.3) 154,725 200,362 PROFIT/(LOSS) FOR THE PERIOD (361,025) (467,510) The accompanying Notes 1 to 19 are an integral part of the abridged income statement for 2013.
LA CALDERA ENERGÍA BURGOS, S.L. ABRIDGED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2013 A) ABRIDGED STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR 2013 Euros 2013 2012 A) PROFIT/(LOSS) PER INCOME STATEMENT (361,025) (467,510) INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY II. Cash flow hedges 1,003,636 (1,917,860) VI. Tax effect (301,091) 575,358 B) TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY 702,545 (1,342,502) TRANSFERS TO PROFIT OR LOSS IX. Cash flow hedges 950,611 683,140 XII. Tax effect (285,183) (204,942) C) TOTAL TRANSFERS TO PROFIT OR LOSS 665,428 478,198 TOTAL RECOGNISED INCOME AND EXPENSE 1,006,948 (1,331,814) B) ABRIDGED STATEMENT OF CHANGES IN TOTAL EQUITY FOR 2013 Registered share capital Prior years profit/(loss) Profit/(Loss) for the year Adjustments for changes in value Total Beginning balance at 31 December 2012 1,008,000 (1,987,163) (467,510) (3,143,051) (4,589,724) Distribution of 2012 profit/(loss) - (467,510) 467,510 - - Recognised income and expense - - (361,025) 1,367,973 1,006,948 Balance at 31 December 2013 1,008,000 (2,454,673) (361,025) (1,775,078) (3,582,776) Registered share capital Prior years profit/(loss) Profit/(Loss) for the year Adjustments for changes in value Total Beginning balance at 31 December 2011 1,008,000 (1,097,978) (889,185) (2,278,747) (3,257,910) Distribution of 2011 profit/(loss) - (889,185) 889,185 - Recognised income and expense - (467,510) (864,304) (1,331,814) Balance at 31 December 2012 1,008,000 (1,987,163) (467,510) (3,143,051) (4,589,724) The accompanying Notes 1 to 19 are an integral part of the abridged statement of changes in equity for 2013.
LA CALDERA ENERGÍA BURGOS, S.L. Abridged Notes to the Financial Statements for the year ended 31 December 2013 1. Company activities LA CALDERA ENERGÍA BURGOS, S.L. was incorporated as PARQUE EÓLICO SANTA CRUZ DEL TOZO, S.L. on 8 April 2002, as recorded in a public deed executed before Madrid notary Mr. Ignacio Manrique Plaza under number 2,986 of his notary record, and it adopted its current name on 31 August 2005, as recorded in a public deed executed before Madrid notary Mr. José Villaescusa Sanz under number 3,710 of his notary record. The Company's current registered office is at Cardenal Marcelo Spínola, 10, 28016 Madrid. The Company object is specified in Article 2 of the Bylaws as follows: the promotion, construction, exploitation and/or sale of a power plan which produces electricity using wind power in the province of Burgos. The activities listed in this article may be carried out by the Company, either directly or indirectly, and through its ownership of other companies with an identical or similar company object. The wind farm with an electric capacity of 22.5 MW is located in the municipality of Villadiego in the province of Burgos. The farm is comprised of 15 wind turbines. The wind farm entered into service on 19 January 2009 in accordance with the resolution of the Industry, Commerce and Tourism Territorial Service of Burgos. The plant was definitively registered in the administrative registry of special regime production facilities established by Royal Decree 661/2007 in October 2009, and it began operating commercially in 2009. The maintenance and administration of the Company is performed by the staff of one of its shareholders (Note 10), Energía y Recursos Ambientales S.A., and, therefore, it does not have any staff of its own at year end, nor did it have staff of its own in 2013. Staff costs corresponding to maintenance of the farm is charged through the operation and maintenance invoice. The Company belongs to a group of companies (ACS Group) which is managed in accordance with the Group's criteria. Energía y S.A. is the primary shareholder of the Company (Note 10) which is in turn 100% owned by the ACS Group company Cobra Gestión de Infraestructuras, S.A. 1
Regulatory Framework The special regime electricity production business in Spain is regulated by Spanish Electricity Industry Law 54/1997, of 27 November, and by the subsequent implementing regulations which are as follows: - Royal Decree 436/2004, in force from 1 April 2004 to 1 June 2007. - Royal Decree 661/2007, in force from 1 June 2007. The remuneration framework supporting renewable energies under the special regime for facilities which were registered in the pre-assignment register at 28 January 2012 was regulated up until this year by this royal decree. This Royal Decree stipulates two tariff regimes for wind-powered facilities; the market price option through a representative where upper limits ("ceilings") and lower limits ("floors") are established at the aggregate price (market price plus the premium) applicable to the sale of energy on the market; and the tariff option in which the regulated tariff is received. The facilities may choose the sale option for periods of no less than one year. - Likewise, Royal Decree 661/2007 recognises in its transitional provision one that wind farms, among others, which started up prior to 1 January 2008 have the right to maintain the premiums and incentives established under the previous regime (RD 436/2004, of 12 March) until 31 December 2012 in the market price sale option. - In addition, Royal Decree 6/2009, of 30 April, introduces the pre-assignment system such that it limits the pre-assigned facilities to the amounts and premiums set forth in RD 661/2007, as well as for those established going forward once the objectives of the 2020 Renewable Energies Plan are reached. - The objective of Royal Decree 1614/2010, of 7 December, is to modify and regulate matters related to electricity production from solar thermal and wind technologies, in a deficit control scenario. The main developments are the establishment of a limit on the equivalent operating hours entitled to a premium for solar thermal and wind power technologies, the obligation of the solar thermal energy industry to sell at a regulated tariff for the 12 months following the entry into force of the RD, or the start-up of the plant, if it were subsequent thereto and a 35% reduction of the premiums for wind power technology qualifying under RD 661/2007 and for the period between the approval of the RD and 31 December 2012. - On 28 January 2012, Royal Decree-Law 1/2012 (RDL 1/2012) was published in the Official State Gazette (Boletín Oficial del Estado, BOE), taking effect on the same day, which eliminated the pre-assignment remuneration process and the economic incentives for new facilities which produce electricity from cogeneration, renewable energy sources and waste. - On 28 December 2012, Law 15/2012, of 27 December, on tax measures for energy sustainability was published in the BOE which affects all facilities which produce electricity in Spain from 2013. Noteworthy among these measures is the creation of a 7% tax on activities related to the production and incorporation of electricity measured at power station busbars in the electric system (mainland, island and nonmainland). Likewise, this law also amends the current economic framework of certain renewable energy facilities excluding from the premium economic regime energy attributable to the use of fuel produced in facilities which use non-consumable renewable energy as a primary source, unless they are hybrid facilities which use non-consumable and consumable renewable energy sources (in which case the energy attributable to the use of the consumable renewable source could have the right to the premium economic regime), and the Ministry of Industry, Energy and Tourism is responsible for establishing the methodology for calculating the aforementioned energy. - Royal Decree Law 2/2013 on urgent measures for the electricity system and the financial sector establishing certain adjustment to certain electricity industry costs was approved on 1 February 2013. From 01 January 2013 premium of the technologies are set at zero, eliminating the floor and ceiling of the market sale option, and maintaining the tariff sale option. It also modifies the ratio for updating the aforementioned tariffs which is now tied to the underlying inflation rather than the CPI. This royal legislative decree 2
establishes that the owners of the facilities must choose between the sale of energy under the regulated tariff option or the option to sell freely on the market without receiving their premium. Once the option is chosen it is irrevocable. For practical purposes, this RDL lead the Company to choose the fixed tariff option from 2013. - On 12 July 2013, Royal Decree-Law 9/2013 was published on urgent measures to guarantee the financial stability and sustainability of the electricity system which affect the remuneration regime for facilities which produce electricity from cogeneration, renewable energy sources and waste This royal decree-law, which entered into force on 15 July 2013, repealed, among others, RDL 661/2007, of 25 May, and RDL 6/2009, of 30 April, under which the Company's facilities which produce electricity qualified, in accordance with that described in the previous paragraphs, for the remuneration framework supporting renewable energies. This royal decree-law introduces substantial changes to the applicable legal and economic framework, which will be based on the following principles: o o o o o o The remuneration of facilities which produce electricity under the special regime will be determined by: i) the sale of energy generated valued at market price and ii) a specific remuneration consisting of a period per unit of installed power which covers, where appropriate, the investment costs of a standard facility which cannot be recovered in the market through the sale of energy, as well as a period for the operation which covers, where applicable, the difference between the operating costs and the revenue from the aforementioned standard facility's participation in the market. In order to calculate the specific remuneration for a standard facility over the course of its regulatory useful life, and based on the activity of an efficient and well-managed company, the following will be taken into account: i) the revenue from the sale of energy valued at market production price, ii) the average operating costs necessary to carry out the activity and iii) the initial value of the investment of a standard facility. The remuneration regime established for each standard facility will not exceed the minimum level necessary to cover the costs which allow these facilities to compete on an equal basis in the electricity market and to be able to obtain "reasonable profitability" with regard to each standard facility. This reasonable profitability will, before tax, be based on the average performance in the secondary market of government bonds for the ten years prior to the entry into force of the royal decree-law, plus a margin of 300 basis points which may be revised every six years. In order to calculate the specific remuneration for a standard facility, under no circumstances will the costs or investments determined by law or administrative acts which are not applicable throughout Spain be taken into account. Furthermore, only the costs and investments which respond exclusively to electricity production will be taken into account. Royal Decree-Law 9/2013 will enable the revision of the parameters for this remuneration regime every six years. Lastly, the following specialities are established for the facilities developed in the island and nonmainland electricity systems: i) exceptionally specific standard facilities may be defined and ii) the remuneration regime for these facilities may include, exceptionally, an incentive for the investment and execution during a certain period, when its installation entails a significant reduction in costs for the aforementioned systems. 3
- The bases for this new remuneration framework are included primarily in article 14 of Spanish Electricity Industry Law 24/2013, of 26 December, which also specifies the criteria for and the manner in which the remuneration parameters are to be revised for facilities which produce electricity from renewable energy sources, high-efficiency cogeneration and waste with a specific remuneration regime. Thus, the remuneration parameters shall be set for regulatory periods which will be effective for six years. The remuneration parameters may be revised prior commencement of the regulatory period. If this revision is not performed the parameters will be understood as extended for the entirety of the following regulatory period. Law 24/2013, of 26 December, also establishes that the reasonable profitability value for the remainder of the regulatory life will be established by law prior to the start of each regulatory period and that under no circumstances may the regulatory useful life or the standard value of the initial investment of a facility be revised once recognised. In addition, this law stipulates that the estimates for revenue from the sale of the energy generated for the remainder of the regulatory period will be revised every three years, valued at the market production price, based on the evolution of market prices and the forecast for operating hours. Lastly, it establishes that the values of the remuneration for the operation and extended operation for technologies whose operating costs depend essential on the price of fuel will be updated at least annually. In this connection, in February 2014, a draft Ministerial Order which sets all of the abovementioned parameters necessary to determine the remuneration applicable to renewable energies, cogeneration and waste was provided to the interested parties in the context of the hearing process commenced by the Spanish National Securities market Commission (Comisión Nacional de los Mercados de la Competencia, CNMC). In practice, the Company's facilities are subject to the new remuneration model established by the Spanish Electricity Industry Law and by RDL 9/2013, since the latter's entry into force. Thus, the revenue received from the energy sales made since 15 July 2013 have been settled by means of a payment on account of the remuneration which ultimately applies. In this connection, the Company has evaluated the primary implications that the current regulatory framework described above will have on its income and cash flows pursuant to the additional information available as a result of the draft ministerial order detailed. The directors consider that its impact has not reduced the recoverable amount of property, plant and equipment to below its carrying amount. During the first half of 2013, the wind farm invoiced under the regulated tariff option. 2. Basis of presentation of the financial statements 2.1) Regulatory financial reporting framework applicable to the Company These abridged financial statements were prepared by the directors 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. 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. 4
2.2) Fair presentation The accompanying abridged financial statements, which were obtained from the accounting records of La Caldera Energía de Burgos, 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. These abridged financial statements at 31 December 2013, which were formally prepared by the Company s Board of Directors, will be submitted for approval by the Shareholders, and it is considered that they will be approved without any changes. The abridged financial statements for 2012 were approved by the shareholders at the General Meeting held on 13 May 2013. The Company incurred significant losses in recent years causing its equity to be negative. In this connection the shareholders have taken out the participating loans described in Notes 7 and 10.4 and, therefore, the Company will not be dissolved. The Company's directors prepared these abridged financial statements in accordance with the going concern principle of accounting taking into account that it has the on-going financial support of the Group to meet the obligations it has assumed, as well as its financial commitments described in Note 11 and, therefore, it can realise its assets and settle its liabilities for the amounts and in accordance with their classification in the abridged financial statements. 2.3) Accounting policies The principal accounting policies and measurement bases applied in preparing the Company's abridged financial statements are summarised in Note 4. All obligatory accounting principles with a material impact on the abridged financial statements were applied. 2.4) Key issues in relation to the measurement and estimation of uncertainty In preparing the accompanying abridged financial statements estimates were made by the Company's directors 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). - The assessment of possible impairment losses on certain assets (Note 4.1). - The fair value of certain financial instruments (Note 4.3). - The recovery of deferred tax assets recognised (Note 4.4). - Financial risk management (Note 18.2). 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 information relating to the year ended 31 December 2012 included in these abridged notes to the financial statements is presented for comparison purposes with that relating to 2013. 5
2.6) Grouping of items Certain items in the abridged balance sheet, abridged income statement and abridged statement of changes in equity 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 abridged financial statements. 2.7) Changes in accounting policies In 2013 there were no significant changes in accounting policies with respect to the policies applied in 2012. 2.8) Correction of errors In the preparation of the accompanying abridged financial statements no significant errors were detected that would have made it necessary to restate the amounts included in the abridged financial statements for 2012. 3. Allocation of profit/(losses) The proposed allocation of loss for 2013 that the Company's Board of Directors will submit for approval by the shareholders at the General Meeting is as follows: Euros Profit/(Loss) for the year 2013 (361,025) Allocation of profit/(loss):. Previous years earnings (361,025) 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 shareholders, unless the conditions established in provision 14, point 3 of the agreement are met. The aforementioned restrictions are: The annual debt service coverage ratio for the previous year must be greater than 1.1. This ratio is presented jointly with the other two companies included in the financing agreement (see Note 11). No early maturity event has arisen and the distribution to shareholders does not give rise to any of the aforementioned events. Any other significant debts owed by the borrower which have matured have been settled in full, including those arising from this credit facility. The first instalment of this credit facility has been repaid. Debt service reserve account is fully funded. In any case, the distribution of dividends, the payment of interest on the subordinated credit facility from the shareholders and the amortisation of the subordinated credit facility from the shareholders may only be carried in the month following payment of the instalments established in accordance with the repayment schedule. At 31 December 2013, the Company had not distributed dividends. 6
4. Accounting Policies The principal measurement bases applied by La Caldera Energía de Burgos, S.L. in preparing its financial statements, 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 abridged 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. In-house work on non-current assets is measured at accumulated cost (external costs plus in-house costs, determined on the basis of in-house materials consumption, labour and general manufacturing costs calculated using absorption rates similar to those used for the measurement of inventories). The Company depreciates the cost of its property, plant and equipment when the plant enters into service using the straight-line method over 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 2013 abridged income statement relating to the depreciation of property, plant and equipment amounted to EUR 2,200,296. In 2012 the aforementioned charge amounted to EUR 2,218,560. The investments made by the Company in the wind farms it operates were financed through a project finance structure (financing applied to projects). 7
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 supported mainly by the cash flows to be generated by the project in the future and by security interests in the project's assets. These assets are valued at the costs directly allocable to construction until they come into service (studies and designs, compulsory purchases, project execution, project management and administration expenses, installations and similar items) and the portion relating to other indirectly allocable costs, to the extent that they relate to the construction period. Also included under this heading are the borrowing costs incurred prior to the entry into operation of the assets arising from the external financing thereof. Capitalised borrowing costs arise from specific borrowings expressly used for the acquisition of an asset. Impairment of property, plant and equipment At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets might have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate itself cash flows that are independent from other assets, the Company estimates the recoverable amount of the smallest identifiable cash-generating unit to which the asset belongs. 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. The recoverable amount is the higher of fair value less costs to sell and value in use. In order to calculate the value in use of this type of asset, a projection is made of the expected cash flows until the end of the asset's useful life. The projections include both known data (based on the project agreements) as well as basic assumptions supported by specific studies carried out by experts or other historical data (demand, production, etc.). Likewise, macroeconomic data projections are made: inflation, interest rate, etc. using the data provided by independent specialized sources. The discount rates used to discount these cash flows take into account the cost of equity and in each case includes the business risk. As a result of the analysis performed, the directors consider that it is not necessary to recognise any impairment losses on the Company's facilities. 8
4.2) Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases. The Company as lessee Assets acquired under finance leases are classified based on the nature of the leased asset. A liability is recognised for the same amount, which is the lower of the fair value of the leased asset and the present value at the start of the lease of the agreed upon minimum lease payments. Lease payments are distributed between finance costs and the reduction of the liability. The same depreciation, impairment and derecognition criteria are applied to the leased assets as to assets of the same nature. Payments under operating leases are recognised as expenses in the income statement when incurred. 4.3) Financial instruments 4.3.1) 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) Short-term fixed-income securities (leases): 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. Loans and receivables and held-to-maturity investments are measured at amortised cost. Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs. Subsequently, loans and receivables and held-to-maturity investments 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. 9
4.3.2) 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. 4.3.3) Hedging financial instruments The Company uses derivative financial instruments to hedge the risks to which its activities, transactions and future cash flows are exposed. Basically, these risks relate to changes in interest rates. The Company arranges hedging instruments in this connection. 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, 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 2013 and 2012, 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. 10
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 2013 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 2013 were recognised under Valuation adjustments in equity. 4.4) 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. 11
4.5) 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. Interest accrued after the date of acquisition are recognised as income in the abridged income statement. 4.6) 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. 4.7) Provisions and contingencies When preparing the abridged financial statements the Company's directors made a distinction between: 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. 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 abridged financial statements but rather are disclosed in the notes to the abridged 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. 4.8) Current/non-current classification Balances are classified as current and non-current in the accompanying abridged 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. 12
5. Property, plant and equipment The breakdown of the balance of this heading in the abridged balance sheets at 31 December 2013 and 2012 is as follows: 2013 Balance at 31/12/2012 Euros Additions or charges for the year Balance at 31/12/2013 Cost: Wind farm 39,605,330-39,605,330 Total cost 39,605,330 39,605,330 Accumulated depreciation: Wind farm (8,360,662) (2,200,296) (10,560,958) Total accumulated depreciation (8,360,662) (2,200,296) (10,560,958) Total property, plant and equipment, net 31,244,668 (2,200,296) 29,044,372 2012 Balance at 31/12/2011 Euros Additions or charges for the year Balance at 31/12/2012 Cost: Wind farm 39,605,330-39,605,330 Total cost 39,605,330-39,605,330 Accumulated depreciation: Wind farm (6,142,102) (2,218,560) (8,360,662) Total accumulated depreciation (6,142,102) (2,218,560) (8,360,662) Total property, plant and equipment, net 33,463,228 (2,218,560) 31,244,668 Property, plant and equipment is comprised of equipment and facilities necessary to exploit the wind farm operated by the Company (Note 1). 13
At 31 December 2013, the Company had finance costs capitalised under "Buildings" amounting to EUR 2,119,866 and EUR 2,119,866 at 31 December 2012 under the same heading. The Company takes out insurance policies to cover the possible risks to which its property, plant and equipment are subject. At 2013 and 2012 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. There are no fully amortised assets under property, plant and equipment at 31 December 2013 and 2012. In addition, at 31 December 2013 and 2012, there were no firm property, plant and equipment purchase commitments. Since new and significant regulatory changes occurred in the Spanish electricity system (see Note 2), the Company's directors tested the property, plant and equipment for impairment at 31 December 2013 because there were indications of impairment loss. In order to carry out the aforementioned impairment test, in compliance with the corresponding current legislation, the recoverable amount of all of the assets was established as the higher of value in use and the net sale price that would be obtained from the assets. The directors deemed the recoverable amount the value in use of the assets. In order to calculate the value in use of this type of asset, a projection is made of the expected cash flows until the end of the asset's useful life (20 years from its entry into service, plus 5 additional years as a procedure for calculating the residual value), including the best estimate of the income which they expect to receive pursuant to Royal Decree-Law 9/2013 and its definitive implementing provisions in the process of approval. The projections include both known data (based on the project agreements) as well as basic assumptions supported by specific studies carried out by experts or other historical data (demand, production, etc.). Likewise, macroeconomic data projections are made: inflation, interest rate, etc. using the data provided by independent specialized sources. The project's operating cash flows are discounted at an average floating WACC rate based on the evolution of the gearing envisaged for the project in the remainder of its useful life. The discount rate used by the Company in its impairment test ranges from 5.5% to 6.5%. Taking into account the analysis performed by the Company with respect to the evolution of the regulatory environment described in Note 2, the directors consider that the recoverable amount of the assets is not below their carrying amount and, therefore, no impairment losses were recognised in this connection. 14
Operating leases Leases were signed with respect to the land on which the wind farm is located. These leases have a term of 30 years from the time the wind farm operated by the Company enters into service. At 31 December 2013 and 2012, the future minimum lease payments under the aforementioned noncancellable operating leases are as follows: 2013 2012 Within one year 57,958 59,370 Two to five years 289,790 254,222 Over five years 951,289 1,044,815 1,299,037 1,358,407 6. Current financial investments - Other financial assets This heading is comprised mainly of the deposit made by the Company in relation to the debt service reserve fund amounting to EUR 1,990,658 and EUR 1,988,211 in 2013 and 2012, respectively which accrued annual market interest rate. This fund will be maintained until all of the payment obligations arising from the financing agreement described in Note 11 have been settled. At 31 December 2013, the reserve fund contains more than the required amount. 7. Balances with Group companies and associates The detail of the balances with Group companies and associates at 31 December 2013 and 2012 is as follows: 2013 Euros Subordinated debt Interest (C) Payable to suppliers Current account (C) Current account (D) Long-term credit facility Inverduero Eólica, S.L.U. (1,151,135) (156,256) - - - - Energía y S.A. (1,862,790) (215,175) (84,962) (208) - - Centro de Control Villadiego, S.L. - (10,357) - - - Infraestructuras Energéticas Castellanas, S.L. - (122,610) - - - Cobra Instalaciones y Servicios, S.A. - - - 1,173 - Total (3,013,925) (371,431) (217,930) (208) 1,173-15
2012 Euros Subordinated debt Interest (C) Payable to suppliers Current accounts (C) Current account (D) Long-term credit facility Inverduero Eólica. S.L.U, (1,151,135) (117,617) - - - - Energía y Recursos Ambientales. (1,862,790) (155,764) (271,694) (76) - S.A. - Centro de Control Villadiego, S.L. - - (7,773) - - - Infraestructuras Energéticas - - 85 - - Castellanas, S.L. - Cobra Instalaciones y Servicios, - - - - 1,173 S.A. - P.E. Sierra de las Carbas, S.L. - - - - (440,000) Total (3,013,925) (273,381) (279,382) (76) 1,173 (440,000) On 20 December 2007 Energía y Recursos Ambientales S.A. and Inverduero Eólica, S.L., shareholders of La Caldera Energía Burgos, S.L. (Note 10), granted the Company two loans classified as subordinated debt for a maximum amount of EUR 1,738,125 and EUR 1,074,375, respectively, and the lenders recognised the priority and preference of the financing agreements described in Note 11, over these loans which accrue the same interest rate as that applied to the syndicated credit facility in the same period plus 2%. On 22 June 2008 Energía y Recursos Ambientales S.A. and Inverduero Eólica, S.L., shareholders of La Caldera Energía Burgos, S.L., granted the Company two loans classified as subordinated debt for a maximum amount of EUR 124,644 and EUR 77,078, respectively, and the lenders recognised the priority and preference of the financing agreements, over these loans which accrue the same interest rate as that applied to the syndicated credit facility in the same period plus 2%. Therefore, the new maximum limits of the subordinated debt are set at EUR 1,862,790 and EUR 1,151,135, respectively. On 23 December 2010, Energía y Recursos Ambientales S.A. and Inverduero Eólica, S.L., shareholders of La Caldera Energía Burgos, S.L., signed two shareholder subordinated debt novation agreements pursuant to which and in accordance with that established in the developers' obligations agreement, it is agreed that the subordinated credit facilities dated 20 December 2007 will be converted into participating loans and, thus, include them under the Company's equity for the purposes established in article 363 of the Spanish Corporate Enterprises Law for grounds for dissolution purposes (see Note 10.4). The interest rate applicable in each period will be the same as that for the syndicated credit facility plus 1% and plus an additional 1% in the event that the Company's profit before interest and taxes (EBIT) is positive. On 21 December 2012, La Caldera Energía Burgos S.L. and P.E. Sierra de las Carbas S.L. entered into a credit facility agreement amounting to EUR 440,000 which will remain in force until 31 December 2016. This credit facility will accrue interest at an annual floating rate of 5% until 15 June 2013 and for the following interest periods until it matures at 12-month Euribor plus a spread of 3%. At 31 December 2013, the aforementioned loans had been repaid in full. At 31 December 2013, the interest accrued corresponding to the aforementioned loan with P.E. Sierra de las Carbas S.L. amounted to EUR 19,278. 16
The principal of the subordinated loans 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, provided that the subordination conditions have been met. At 31 December 2013, the shareholders have stated that they do not require a partial maturity of the subordinated loans over the coming 12 months. 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 2013 and 2012 is as follows: 2013 2012 Cash at banks 749,958 879,913 TOTAL 749,958 879,913 At 2013 and 2012 year end, the entire balance of this heading is unrestricted. 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 11 interest rate swaps according to the following breakdown: Bank Notional amount Start date Maturity date Fixed rate SABADELL 2,239,846 21/06/2009 21/06/2024 3.230% SABADELL 1,101,295 21/06/2008 21/12/2019 4.456% BANESTO 2,239,846 21/06/2009 21/06/2024 3.230% BANESTO 1,101,295 21/06/2008 21/12/2019 4.456% CAJA MADRID 2,239,846 21/06/2009 21/06/2024 3.230% CAJA MADRID 1,101,295 21/06/2008 21/12/2019 4.456% LA CAIXA 2,239,846 21/06/2009 21/06/2024 3.230% LA CAIXA 1,101,295 21/06/2008 21/12/2019 4.456% BBVA 2,239,846 21/06/2009 21/06/2024 3.230% BBVA 1,101,295 21/06/2008 21/12/2019 4.456% Total 16,705,705 - - - The Company met the requirements described in Note 4.3 on measurement bases in order to classify the financial instruments detailed as hedges. 17