Quarterly Report • Nov 12, 2019
Quarterly Report
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INTERIM CONSOLIDATED FINANCIAL STATEMENTS
PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS OF SEPTEMBER 30, 2019
| Note | September 30, 2019 |
December 31, 2018 |
|
|---|---|---|---|
| ASSETS: | |||
| Plant in service Less accumulated depreciation and impairment |
846,412 (463,744) |
830,955 (445,926) |
|
| Net plant in service | 382,668 | 385,029 | |
| Nuclear fuel, at amortized cost Construction work in progress, net |
14,138 19,503 |
14,427 16,452 |
|
| Total property, plant and equipment | 416,309 | 415,908 | |
| Investments in associates and joint-ventures Restricted financial assets, net Other non-current financial assets, net Intangible assets, net Deferred tax assets |
3,328 21,080 12,082 33,941 996 |
3,361 18,834 9,948 31,127 1,269 |
|
| Total other non-current assets | 71,427 | 64,539 | |
| Total non-current assets | 487,736 | 480,447 | |
| Cash and cash equivalents, net Trade receivables, net Income tax receivable Materials and supplies, net Fossil fuel stocks Emission rights Other current financial assets, net Other current assets, net Assets classified as held for sale |
5 | 8,138 69,065 2,614 9,806 1,565 20,525 42,175 13,085 17,248 |
7,278 72,234 352 8,737 1,066 16,655 93,303 9,874 17,497 |
| Total current assets | 184,221 | 226,996 | |
| Total assets | 671,957 | 707,443 |
| Note | September 30, 2019 |
December 31, 2018 |
|
|---|---|---|---|
| EQUITY AND LIABILITIES: | |||
| Stated capital Treasury shares Retained earnings and other reserves |
53,799 (2,885) 192,469 |
53,799 (3,534) 184,456 |
|
| Total equity attributable to equity holders of the parent | 243,383 | 234,721 | |
| Non-controlling interests | 4,733 | 4,560 | |
| Total equity | 248,116 | 239,281 | |
| Long-term debt, net of current portion Provisions Other long-term financial liabilities Deferred tax liability Other long-term liabilities |
7 | 126,875 77,692 11,423 21,200 32 |
142,440 75,798 15,054 16,699 31 |
| Total non-current liabilities | 237,222 | 250,022 | |
| Short-term loans Current portion of long-term debt Trade payables Income tax payable Provisions Other short-term financial liabilities Other short-term liabilities Liabilities associated with assets classified as held for sale |
8 7 5 |
10,765 26,969 57,455 105 12,258 63,427 10,418 5,222 |
11,783 6,743 63,093 253 12,323 110,287 7,461 6,197 |
| Total current liabilities | 186,619 | 218,140 | |
| Total equity and liabilities | 671,957 | 707,443 |
| Note | 1-9/2019 | 1-9/2018 * | 7-9/2019 ** | 7-9/2018 * | |
|---|---|---|---|---|---|
| Sales of electricity, heat, gas and coal Sales of services and other revenues Other operating income |
94,313 50,879 2,863 |
86,708 43,118 1,943 |
29,738 17,456 833 |
30,238 14,675 604 |
|
| Total revenues and other operating income |
9 | 148,055 | 131,769 | 48,027 | 45,517 |
| Gains and losses from commodity derivative trading Purchase of electricity, gas and other energies Fuel and emission rights Services Salaries and wages Material and supplies Capitalization of expenses to the cost of assets and change in own inventories Depreciation and amortization |
5,476 (41,745) (15,090) (20,887) (20,341) (7,329) 2,680 (21,419) |
711 (37,679) (12,488) (17,561) (18,018) (5,886) 2,299 (21,126) |
557 (13,934) (5,279) (7,870) (7,077) (2,906) 1,092 (7,215) |
317 (14,002) (4,743) (6,292) (6,187) (2,101) 789 (7,030) |
|
| Impairment of property, plant and equipment and intangible assets Impairment of trade and other receivables Other operating expenses |
(1,234) (117) (5,952) |
(884) (149) (4,269) |
(408) (16) (2,725) |
(727) 50 (1,549) |
|
| Income before other income (expenses) and income taxes |
22,097 | 16,719 | 2,246 | 4,042 | |
| Interest on debt Interest on provisions Interest income Share of profit (loss) from associates and joint-ventures Impairment of financial assets Other financial expenses Other financial income |
(4,057) (1,402) 304 187 (225) (630) 465 |
(3,787) (1,350) 203 (952) (399) (527) 1,655 |
(1,359) (469) 94 274 (256) (242) 64 |
(1,295) (450) 78 (669) (402) (33) 968 |
|
| Total other income (expenses) | (5,358) | (5,157) | (1,894) | (1,803) | |
| Income before income taxes Income taxes |
16,739 (3,124) |
11,562 (2,438) |
352 (185) |
2,239 (830) |
|
| Net income | 13,615 | 9,124 | 167 | 1,409 | |
| Net income attributable to: | |||||
| Equity holders of the parent Non-controlling interests |
13,448 167 |
8,991 133 |
88 79 |
1,482 (73) |
|
| Net income per share attributable to equity holders of the parent (CZK per share): |
|||||
| Basic Diluted |
25.1 25.1 |
16.8 16.8 |
0.2 0.2 |
2.8 2.8 |
* The way of presentation was changed for 2018 year-end (see Note 2.2.2). The prior year figures were changed accordingly to provide comparative information on the same basis.
** The accounting with impact on financial results published for I. and II. quarter 2019 was made in the past period (Note 2.2.3).
| Note | 1-9/2019 | 1-9/2018 | 7-9/2019 * | 7-9/2018 | |
|---|---|---|---|---|---|
| Net income | 13,615 | 9,124 | 167 | 1,409 | |
| Change in fair value of cash flow hedges Cash flow hedges reclassified to |
4,009 | (16,515) | (909) | (9,304) | |
| statement of income Change in fair value of debt instruments |
5,486 650 |
2,952 (531) |
1,221 250 |
1,232 (18) |
|
| Disposal of debt instruments Translation differences – subsidiaries Translation differences – associates and |
1 (524) |
- 95 |
- 439 |
- (486) |
|
| joint-ventures Disposal of translation differences |
37 - |
359 (42) |
17 - |
258 (54) |
|
| Share on other equity movements of associates and joint-ventures Deferred tax related to other |
(5) | - | (9) | - | |
| comprehensive income | 10 | (1,926) | 2,680 | (106) | 1,538 |
| Net other comprehensive income that may be reclassified to statement of income or to assets in subsequent periods |
7,728 | (11,002) | 903 | (6,834) | |
| Re-measurement gains (losses) on defined benefit plans |
2 | - | - | - | |
| Net other comprehensive income not to be reclassified from equity in subsequent periods |
2 | - | - | - | |
| Total other comprehensive income, net of tax |
7,730 | (11,002) | 903 | (6,834) | |
| Total comprehensive income, net of tax | 21,345 | (1,878) | 1,070 | (5,425) | |
| Total comprehensive income attributable to: | |||||
| Equity holders of the parent Non-controlling interests |
21,167 178 |
(2,034) 156 |
939 131 |
(5,309) (116) |
* The accounting with impact on financial results published for I. and II. quarter 2019 was made in the past period (Note 2.2.3).
| Note | Attributable to equity holders of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stated capital |
Treasury shares |
Transla tion difference |
Cash flow hedge reserve |
Debt instru ments |
Equity instruments and other reserves |
Retained earnings |
Total | Non controlling interests |
Total equity |
||
| December 31, 2017 | 53,799 | (4,077) | (11,906) | (7,757) | 678 | 570 | 218,711 | 250,018 | 4,304 | 254,322 | |
| Adoption of IFRS 9 and IFRS 15 |
- | - | 143 | - | - | (493) | 2,818 | 2,468 | (24) | 2,444 | |
| January 1, 2018 (restated) |
53,799 | (4,077) | (11,763) | (7,757) | 678 | 77 | 221,529 | 252,486 | 4,280 | 256,766 | |
| Net income | - | - | - | - | - | - | 8,991 | 8,991 | 133 | 9,124 | |
| Other comprehensive income |
- | - | 389 | (10,986) | (428) | - | - | (11,025) | 23 | (11,002) | |
| Total comprehensive income |
- | - | 389 | (10,986) | (428) | - | 8,991 | (2,034) | 156 | (1,878) | |
| Dividends Sale of treasury shares Share options |
- - - |
- 543 - |
- - - |
- - - |
- - - |
- - 25 |
(17,604) (333) - |
(17,604) 210 25 |
(17) - - |
(17,621) 210 25 |
|
| Transfer of exercised and forfeited share options Acquisition of subsidiaries |
- - |
- - |
- - |
- - |
- - |
(36) - |
36 - |
- - |
- 651 |
- 651 |
|
| Acquisition of non controlling interests Sale of non-controlling |
- | - | - | - | - | - | 9 | 9 | (13) | (4) | |
| interests Put options held by non controlling interests |
- - |
- - |
- - |
- - |
- - |
- - |
- (62) |
- (62) |
4 (637) |
4 (699) |
|
| September 30, 2018 | 53,799 | (3,534) | (11,374) | (18,743) | 250 | 66 | 212,566 | 233,030 | 4,424 | 237,454 |
| Note | Attributable to equity holders of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stated capital |
Treasury shares |
Transla tion difference |
Cash flow hedge reserve |
Debt instru ments |
Equity instruments and other reserves |
Retained earnings |
Total | Non controlling interests |
Total equity |
||
| January 1, 2019 | 53,799 | (3,534) | (11,565) | (18,337) | 388 | 113 | 213,857 | 234,721 | 4,560 | 239,281 | |
| Net income Other comprehensive income |
- - |
- - |
- (497) |
- 7,691 |
- 529 |
- - |
13,448 (4) |
13,448 7,719 |
167 11 |
13,615 7,730 |
|
| Total comprehensive income |
- | - | (497) | 7,691 | 529 | - | 13,444 | 21,167 | 178 | 21,345 | |
| Dividends Sale of treasury shares Share options |
6 | - - - |
- 649 - |
- - - |
- - - |
- - - |
- - 23 |
(12,806) (400) - |
(12,806) 249 23 |
(25) - - |
(12,831) 249 23 |
| Transfer of exercised and forfeited share options Acquisition of subsidiaries Acquisition of non |
- - |
- - |
- - |
- - |
- - |
(24) - |
24 - |
- - |
- 2 |
- 2 |
|
| controlling interests Put options held by non controlling interests |
- - |
- - |
(1) (1) |
- - |
- - |
- - |
(93) 124 |
(94) 123 |
29 (11) |
(65) 112 |
|
| September 30, 2019 | 53,799 | (2,885) | (12,064) | (10,646) | 917 | 112 | 214,150 | 243,383 | 4,733 | 248,116 |
in CZK Millions
| Note | 1-9/2019 | 1-9/2018 | |
|---|---|---|---|
| OPERATING ACTIVITIES: | |||
| Income before income taxes | 16,739 | 11,562 | |
| Adjustments to reconcile income before income taxes to net cash provided by operating activities: |
|||
| Depreciation and amortization | 21,419 | 21,126 | |
| Amortization of nuclear fuel | 2,982 | 2,846 | |
| (Gains) and losses on non-current asset retirements | (83) | (279) | |
| Foreign exchange rate loss (gain) | 328 | 396 | |
| Interest expense, interest income and dividend income | 3,628 | 3,429 | |
| Provisions | 161 | (249) | |
| Impairment of property, plant and equipment and | |||
| intangible assets | 1,234 | 884 | |
| Valuation allowances and other adjustments | 7,582 | 773 | |
| Share of (profit) loss from associates and joint-ventures | (187) | 952 | |
| Changes in assets and liabilities: | |||
| Receivables and contract assets | 460 | (17,541) | |
| Materials, supplies and fossil fuel stocks | (1,498) | (1,769) | |
| Receivables and payables from derivatives | 527 | 1,081 | |
| Other assets | (3,600) | 2,210 | |
| Trade payables | (5,820) | 19,726 | |
| Other liabilities | 2,798 | (3,192) | |
| Cash generated from operations | 46,670 | 41,955 | |
| Income taxes paid | (2,886) | (2,291) | |
| Interest paid, net of capitalized interest | (3,695) | (3,474) | |
| Interest received | 306 | 177 | |
| Dividends received | 134 | 161 | |
| Net cash provided by operating activities | , 40,529 |
, 36,528 |
|
| INVESTING ACTIVITIES: | |||
| Acquisition of subsidiaries, associates and joint | |||
| ventures, net of cash acquired | 4 | (3,596) | (1,295) |
| Disposal of subsidiaries, associates and joint-ventures, | |||
| net of cash disposed of | 188 | 155 | |
| Additions to non-current assets, including capitalized | |||
| interest | (19,923) | (15,964) | |
| Proceeds from sale of non-current assets | 2,414 | 3,047 | |
| Loans made | (166) | (221) | |
| Repayment of loans Change in restricted financial assets |
31 (1,589) |
11 (869) |
|
| , | , | ||
| Total cash used in investing activities | (22,641) | (15,136) |
continued
| Note | 1-9/2019 | 1-9/2018 | |
|---|---|---|---|
| FINANCING ACTIVITIES: | |||
| Proceeds from borrowings Payments of borrowings Lease payments Proceeds from other long-term liabilities Payments of other long-term liabilities Dividends paid to Company's shareholders Dividends paid to non-controlling interests Sale of treasury shares (Purchase) and sale of non-controlling interests, net |
125,165 (128,703) (520) 49 (59) (12,771) (25) 249 (15) |
63,532 (65,866) - 128 (67) (17,538) (17) 210 5 |
|
| Total cash used in financing activities | , (16,630) |
, (19,613) |
|
| Net effect of currency translation and allowances in cash |
30 | 17 | |
| Net increase in cash and cash equivalents | 1,288 | 1,796 | |
| Cash and cash equivalents at beginning of period * | 9,245 | 12,623 | |
| Cash and cash equivalents at end of period * | , 10,533 |
, 14,419 |
|
| Supplementary cash flow information: | |||
| Total cash paid for interest | 3,870 | 3,650 |
* Presented values of cash and cash equivalents contain also cash and cash equivalents included on the balance sheet on the line Assets classified as held for sale.
ČEZ, a. s. ("ČEZ" or "the Company") is a Czech joint-stock company, owned 69.8% (70.1% of voting rights) at September 30, 2019 by the Czech Republic represented by the Ministry of Finance. The remaining shares of the Company are publicly held. The address of the Company's registered office is Duhová 2/1444, Praha 4, 140 53, Czech Republic.
The Company is a parent company of the CEZ Group ("the Group"). Main business of the Group is the production, distribution, trade and sale of electricity and heat, trade and sale of natural gas, coal mining and providing energy services.
The interim consolidated financial statements for the nine months ended September 30, 2019 have been prepared in accordance with IAS 34 and have not been audited by an independent auditor. The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statement as of December 31, 2018.
2.2. Changes in Accounting Policies
The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statement as of December 31, 2018, except for as follows.
As of January 1, 2019, the Group has adopted new International Financial Reporting Standard IFRS 16 Leases. The Group has adopted also other amendments and interpretations, which did not have material impact on interim consolidated financial statements.
The Group used modified retrospective approach for application of IFRS 16.The comparable period was not affected by adoption of this standard. As of January 1, 2019 the Group increased the lease liabilities by CZK 5,447 million. The lease liabilities are included in long-term debts (see Note 7).
In addition, the Group has increased assets and associated liabilities held for sale in connection with adoption of IFRS 16 as of January 1, 2019 by CZK 367 million.
The way of presentation of certain items in the statement of income was changed in consolidated financial statements as of December 31, 2018. The main goal of the changes was to enhance relevancy of information contained on the face of the financial statements in accordance with financial management of the Group and reflect the developments in the best practice of financial reporting in the industry with regard to all IFRS requirements. As a result, reclassifications for the prior period have been made to provide fully comparative information on the same basis.
The data for the comparative period were affected also by the adjustments related to the final accounting for the acquisition of the Kofler Energies group. These adjustments concerned the final determination of the fair values of acquired identified assets, liabilities and purchase consideration as of the acquisition date July 31, 2018.
The following table summarizes the effect of reclassifications on prior period presented (in CZK millions):
| Reclassifi cations 1-9/2018 |
Final accounting of acquisitions |
Total | |
|---|---|---|---|
| CONSOLIDATED STATEMENT OF INCOME: | |||
| Sales of electricity, heat, gas and coal | 86,618 | 90 | 86,708 |
| Sales of services and other revenues | 43,118 | - | 43,118 |
| Sales of electricity and related services * | (104,343) | - | (104,343) |
| Sales of gas, coal, heat and other revenues * | (23,733) | - | (23,733) |
| Other operating income | 701 | (2) | 699 |
| Total revenues and other operating income | , | , | , |
| 2,361 | 88 | 2,449 | |
| Gains and losses from commodity derivative trading Purchase of electricity, gas and other energies Fuel and emission rights Fuel Purchase power and related services Services Repairs and maintenance Capitalization of expenses to the cost of assets and change in own inventories Depreciation and amortization Impairment of trade and other receivables Emission rights, net Other operating expenses |
, (64) (37,679) (12,488) 9,522 41,615 (17,564) 2,866 2,393 - (149) 3,146 6,041 |
, - - - - - 3 - (94) (5) - - 2 |
, (64) (37,679) (12,488) 9,522 41,615 (17,561) 2,866 2,299 (5) (149) 3,146 6,043 |
| Income before other income (expenses) and | , | , | , |
| income taxes | - | (6) | (6) |
| Interest income Impairment of financial assets Other financial expenses Other operating income Foreign exchange rate gains (losses), net * Gain on sale of subsidiaries and joint-ventures * |
, - (399) 4 164 396 (165) |
, 1 - - - - - |
, 1 (399) 4 164 396 (165) |
| Total other income (expenses) | , | , | , |
| - | 1 | 1 | |
| Net income | , | , | , |
| - | (5) | (5) |
* These items are not presented separately on the face of the financial statement any more.
The accounting with impact on financial results published for I. and II. quarter 2019 was made in the past period. The adjustments recorded affected financial results of the company ČEZ, a. s., and they relate to commodity derivatives, which hedge price risks of future sales of generated electricity with supply in 2019.
At the same time, an internal procedure, which defines calculation procedure and the way of tracking of development of fair value of commodity derivatives and its classification for IFRS purposes, was updated. The update of the procedure reflects extension of the existing strategy for hedging of price risks on an annual basis by hedging of commodity risks on electricity generation during the year in order to reduce the volatility of quarterly financial results.
Quantification of the above-mentioned effects on reported amounts for I. and II. quarter of 2019 is provided by the following tables (in CZK millions):
| 1-3/2019 | 1-3/2019 | 4-6/2019 | 4-6/2019 | |
|---|---|---|---|---|
| CONSOLIDATED STATEMENT OF INCOME: | adjustment | adjusted | adjustment | adjusted |
| Gains and losses from commodity derivative trading Income before other income (expenses) and |
2,008 | 3,775 | 742 | 1,144 |
| income taxes | 2,008 | 13,801 | 741 | 6,050 |
| Income before income taxes | 2,007 | 12,215 | 743 | 4,172 |
| Income taxes | (381) | (2,290) | (142) | (649) |
| Net income | 1,626 | 9,925 | 601 | 3,523 |
| Net income attributable to equity holders of the parent Net income per share attributable to equity holders of the parent (CZK per share): |
1,626 | 9,824 | 601 | 3,536 |
| Basic | 3.1 | 18.4 | 1.1 | 6.6 |
| Diluted | 3.1 | 18.4 | 1.1 | 6.6 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME: |
1-3/2019 adjustment |
1-3/2019 adjusted |
4-6/2019 adjustment |
4-6/2019 adjusted |
| Net income | 1,626 | 9,925 | 601 | 3,523 |
| Change in fair value of cash flow hedges Deferred tax related to other comprehensive |
(2,008) | 6,983 | (1,382) | (2,065) |
| income Net other comprehensive income that may be reclassified to statement of income or to |
382 | (1,727) | 262 | (93) |
| assets in subsequent periods | (1,626) | 6,931 | (1,120) | (106) |
| Total other comprehensive income, net of tax | (1,626) | 6,933 | (1,120) | (106) |
| Total comprehensive income, net of tax | - | 16,858 | (519) | 3,417 |
| Total comprehensive income attributable to equity holders of the parent |
- | 16,747 | (519) | 3,481 |
| CONSOLIDATED BALANCE SHEET: | June 30 adjustment |
June 30 adjusted |
||
| Other current financial assets, net Total current assets Total assets |
(641) (641) (641) |
59,503 193,222 678,163 |
||
| Retained earnings and other reserves Total equity attributable to equity holders of |
(519) | 192,568 | ||
| the parent Total equity Deferred tax liability Total non-current liabilities |
(519) (519) (122) (122) |
242,465 247,046 21,028 234,644 |
||
| Total equity and liabilities | (641) | 678,163 | ||
| CONSOLIDATED STATEMENT OF CASH | 1-3/2019 | 1-3/2019 | 1-6/2019 | 1-6/2019 |
|---|---|---|---|---|
| FLOWS: | adjustment | adjusted | adjustment | adjusted |
| Income before income taxes | 2,007 | 12,215 | 2,750 | 16,387 |
| Receivables and payables from derivatives | (2,007) | (3,270) | (2,750) | (15) |
| Adjustment | Adjusted | |||||
|---|---|---|---|---|---|---|
| Cash flow hedge reserve |
Retained earnings |
Total equity |
Cash flow hedge reserve |
Retained earnings |
Total equity |
|
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY as at March 31, 2019: |
||||||
| Net income | - | 1,626 | 1,626 | - | 9,824 | 9,925 |
| Other comprehensive income Total comprehensive |
(1,626) | - | (1,626) | 7,341 | (1) | 6,933 |
| income March 31, 2019 |
(1,626) (1,626) |
1,626 1,626 |
- - |
7,341 (10,996) |
9,823 223,582 |
16,858 256,226 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY as at June 30, 2019: |
||||||
| Net income | - | 2,227 | 2,227 | - | 13,360 | 13,448 |
| Other comprehensive income Total comprehensive |
(2,746) | - | (2,746) | 7,438 | 6 | 6,827 |
| income June 30, 2019 |
(2,746) (2,746) |
2,227 2,227 |
(519) (519) |
7,438 (10,899) |
13,366 214,109 |
20,275 247,046 |
The seasonality within the segments Generation - Traditional Energy, Generation - New Energy, Distribution and Sales usually takes effect in such a way that the revenues and operating profits of these segments for the 1st and 4th quarters of a calendar year are slightly higher than the revenues and operating profits achieved in the remaining period.
On January 1, 2019 the Group acquired a 100% interest in the company ITX MEDIA, a.s., which owned and operated 22 heat pumps in two Teplice areas.
On January 7, 2019 the Group acquired a 100% interest (effective interest 95%) in German company H & R Elektromontagen GmbH.
On January 25, 2019 the Group acquired a 100% interest (effective interest 95%) in German company En.plus GmbH, which deals with designing and installation of air-conditioning and cooling equipment.
On May 13, 2019 the Group acquired a 100% interest in Slovak company e-Dome a.s., which provides energy services.
On May 15, 2019 the Group acquired a 100% interest (effective interest 95%) in German companies Hermos AG and Hermos Schaltanlagen GmbH (further also as "Hermos"), that deliver solutions consisting of engineering, manufacturing of switchgears, software for automation systems and IT systems and from after-sale services.
On May 16, 2019 the Group acquired a 100% interest (effective interest 95%) in German company FEA Automation GmbH, which deals with buildings automation systems.
On June 28, 2019 the Group acquired a 100% interest in the company HA.EM OSTRAVA, s.r.o., which supplies and installs technological equipment.
On August 30, 2019 the Group acquired a 76% interest in Polish company Euroklimat sp. z o.o., which is a contractor for sanitary installations and provides fitting, maintenance and design services. The part of the transaction is call option of CEZ Group and the symmetrical put option of sellers for the remaining 24%. With regard to the fact, that the contractual terms of these options effectively transfer economic benefits of the ownership to CEZ Group as at the acquisition date, the transaction is accounted for as the acquisition of 100% with the contingent consideration which will be paid after the option is exercised.
The fair values of acquired identifiable assets and liabilities and the purchase considerations have been stated provisionally and could be adjusted in the subsequent period. The following table presents the current best estimate of fair values of acquired identifiable assets and liabilities as of the date of acquisition (in CZK millions):
| Hermos | Euroklimat | En.plus | Other | Total | |
|---|---|---|---|---|---|
| Share of the Group being acquired | 100% | 100% | 100% | ||
| Property, plant and equipment, net | 74 | 68 | 18 | 22 | 182 |
| Intangible assets, net | 661 | 1 | 92 | 60 | 814 |
| Another non-current assets | 102 | 16 | - | - | 118 |
| Cash and cash equivalents | 157 | 10 | - | 28 | 195 |
| Trade receivables, net | 184 | 278 | 195 | 81 | 738 |
| Contractual assets | 331 | 7 | 29 | 19 | 386 |
| Another current assets | 39 | 126 | 3 | 8 | 176 |
| Long-term debt, net of current | |||||
| portion | - | (42) | - | (5) | (47) |
| Long-term provisions | (29) | (24) | - | (1) | (54) |
| Deferred tax liability | (195) | - | (28) | - | (223) |
| Short-term loans | (17) | - | (103) | (2) | (122) |
| Current portion of long-term debt | - | (4) | - | - | (4) |
| Trade payables | (55) | (191) | (47) | (95) | (388) |
| Current provisions | (65) | (7) | (14) | (15) | (101) |
| Another current liabilities | (32) | (95) | (15) | (15) | (157) |
| Total net assets | 1,155 | 143 | 130 | 85 | 1,513 |
| Share of net assets acquired | , 1,155 |
, 143 |
, 130 |
, 83 |
, 1,511 |
| Goodwill | 1,087 | 1,009 | 222 | 155 | 2,473 |
| Total purchase consideration | 2,242 | 1,152 | 352 | 238 | 3,984 |
| Liabilities from acquisition of the | |||||
| subsidiary | - | (291) | (66) | (33) | (390) |
| Cash outflow on acquisition of the | |||||
| subsidiary in 2019 | 2,242 | 861 | 286 | 205 | 3,594 |
| Less: Cash and cash equivalents in | |||||
| the subsidiary acquired | (157) | (10) | - | (28) | (195) |
| Cash outflow in 2019, net | 2,085 | 851 | 286 | 177 | 3,399 |
If the combinations had taken place at the beginning of the year 2019, net income for CEZ Group as of September 30, 2019 would have been CZK 13,796 million and the revenues and other operating income from continuing operations would have been CZK 150,533 million. The amount of goodwill recognized as a result of the business combination comprises the fair value of expected synergies arising from the acquisition.
From the acquisition date, the newly acquired subsidiaries have contributed the following balances to the Group's statement of income (in CZK millions):
| Hermos | Euroklimat | En.plus | Other | Total | |
|---|---|---|---|---|---|
| Revenues and other operating income |
610 | 129 | 644 | 222 | 1,605 |
| Income before other income (expense) and income taxes Net income |
49 31 |
29 28 |
23 17 |
17 15 |
118 91 |
| Net income attributable to: Equity holders of the parent Non-controlling interests |
, 30 1 |
, 28 - |
, 16 1 |
, 16 (1) |
, 90 1 |
The following table summarizes the cash flows related to acquisitions in the first nine months of 2019 (in CZK millions):
| Cash outflow on acquisitions of the subsidiaries | 3,594 |
|---|---|
| Cash outflow on investments in joint-ventures | 2 |
| Cash outflow on acquisitions of the subsidiaries where provisional accounting | |
| was not completed yet | 125 |
| Payments of payables from acquisitions in previous periods | 70 |
| Less: Cash and cash equivalents acquired | (195) |
| Total cash outflows on acquisitions | 3,596 |
As of September 30, 2019 the Group performed an impairment test for any potential impairment loss related to assets and associated liabilities held for sale in the Bulgarian companies CEZ Razpredelenie Bulgaria AD, CEZ ICT Bulgaria EAD, CEZ Trade Bulgaria EAD, CEZ Bulgaria EAD, CEZ Elektro Bulgaria AD, Free Energy Project Oreshets EAD and Bara Group EOOD. The result of this test, reflecting the contractual sales price of EUR 335 million, was an impairment of assets in the amount of CZK 1,052 million, which was presented in the statement of income on the line Impairment of property, plant and equipment and intangible assets.
The current development related to the sale of the Bulgarian assets is described in Note 13.
The assets classified as held for sale and associated liabilities at September 30, 2019 and December 31, 2018 are as follows (in CZK millions):
| September 30, 2019 |
December 31, 2018 |
|
|---|---|---|
| Bulgarian companies |
Bulgarian companies |
|
| Property, plant and equipment, net | 10,851 | 10,411 |
| Intangible assets, net | 460 | 446 |
| Other non-current assets | 143 | 128 |
| Cash and cash equivalents | 2,395 | 1,967 |
| Trade receivables, net | 2,955 | 4,092 |
| Other current assets | 444 | 453 |
| Assets classified as held for sale | 17,248 | 17,497 |
| Long-term debt, net of current portion | 1,625 | 1,313 |
| Non-current provisions | 141 | 144 |
| Other long-term financial liabilities | 252 | 218 |
| Deferred tax liability | 306 | 291 |
| Short-term loans | 344 | 309 |
| Current portion of long-term debt | 121 | 224 |
| Trade payables | 1,889 | 2,999 |
| Current provisions | 339 | 479 |
| Other current liabilities | 205 | 220 |
| Liabilities associated with assets classified as held for sale | , 5,222 |
6,197 |
The assets and results associated with the assets classified as held for sale are reported in the operating segments Generation - New Energy, Distribution and Sale.
On June 26, 2019 the Annual Shareholders Meeting of ČEZ, a. s. approved the dividends per share before tax of CZK 24.0. The total amount of dividend approved for distribution to shareholders net of treasury shares amounts to CZK 12,850 million.
Long-term debt at September 30, 2019 and December 31, 2018 is as follows (in CZK millions):
| September 30, 2019 |
December 31, 2018 |
|
|---|---|---|
| 3.005% Eurobonds, due 2038 (JPY 12,000 million) | 2,630 | 2,468 |
| 2.845% Eurobonds, due 2039 (JPY 8,000 million) | 1,755 | 1,647 |
| 5.000% Eurobonds, due 2021 (EUR 750 million) | 20,257 | 19,457 |
| 6M Euribor + 1.25% Eurobonds, due 2019 (EUR 50 million) | 1,296 | 1,287 |
| 4.875% Eurobonds, due 2025 (EUR 750 million) | 19,746 | 19,909 |
| 4.500% Eurobonds, due 2020 (EUR 750 million) | 19,562 | 19,693 |
| 2.160% Eurobonds, due in 2023 (JPY 11,500 million) | 2,531 | 2,370 |
| 4.600% Eurobonds, due in 2023 (CZK 1,250 million) | 1,273 | 1,287 |
| 2.150%*IR CPI Eurobonds, due 2021 (EUR 100 million) 1) | 2,614 | 2,634 |
| 4.102% Eurobonds, due 2021 (EUR 50 million) | 1,333 | 1,288 |
| 4.375% Eurobonds, due 2042 (EUR 50 million) | 1,277 | 1,286 |
| 4.500% Eurobonds, due 2047 (EUR 50 million) | 1,275 | 1,284 |
| 4.383% Eurobonds, due 2047 (EUR 80 million) | 2,123 | 2,087 |
| 3.000% Eurobonds, due 2028 (EUR 725 million) | 19,258 | 19,419 |
| 0.875% Eurobonds, due 2022 (EUR 500 million) | 12,957 | 12,824 |
| 4.250% U.S. bonds, due 2022 (USD 289 million) | 6,964 | 6,525 |
| 5.625% U.S. bonds, due 2042 (USD 300 million) | 7,244 | 6,768 |
| 4.500% Registered bonds, due 2030 (EUR 40 million) | 1,056 | 1,017 |
| 4.750% Registered bonds, due 2023 (EUR 40 million) | 1,060 | 1,068 |
| 4.700% Registered bonds, due 2032 (EUR 40 million) | 1,052 | 1,060 |
| 4.270% Registered bonds, due 2047 (EUR 61 million) | 1,606 | 1,549 |
| 3.550% Registered bonds, due 2038 (EUR 30 million) | 786 | 790 |
| Total bonds and debentures | 129,655 | 127,717 |
| Less: Current portion | (23,119) | (3,419) |
| Bonds and debentures, net of current portion | 106,536 | 124,298 |
| Long-term bank loans and lease payables: | 24,189 | 21,466 |
| Less: Current portion | (3,850) | (3,324) |
| Long-term bank loans and lease payables, net of current portion | 20,339 | 18,142 |
| Total long-term debt | 153,844 | 149,183 |
| Less: Current portion | (26,969) | (6,743) |
| Total long-term debt, net of current portion | 126,875 | 142,440 |
1) The interest rate is based on inflation realized in Eurozone Countries (Harmonized Index of Consumer Prices – HICP) and is fixed through the closed swap to the rate 4.553% p. a.
Short-term loans at September 30, 2019 and December 31, 2018 are as follows (in CZK millions):
| September 30, 2019 |
December 31, 2018 |
|
|---|---|---|
| Short-term bank loans Bank overdrafts |
9,670 1,095 |
11,516 267 |
| Total | 10,765 | 11,783 |
The composition of revenues and other operating income for the first nine months ended September 30, 2019 and 2018 is as follows (in CZK millions):
| 1-9/2019 | 1-9/2018 | |
|---|---|---|
| Sales of electricity: | ||
| Sales of electricity to end customers Sales of electricity through energy exchange Sales of electricity to traders Sales to distribution and transmission companies Other sales of electricity Effect of hedging – presales of electricity Effect of hedging – currency risk hedging |
35,542 600 29,367 211 20,912 (7,598) 1,219 |
32,944 2,775 26,030 136 15,509 (3,798) 450 |
| Total sales of electricity | 80,253 | 74,046 |
| Sales of gas, coal and heat: | ||
| Sales of gas Sales of coal Sales of heat |
5,621 3,197 5,242 |
4,900 3,395 4,367 |
| Total sales of gas, coal and heat | 14,060 | 12,662 |
| Total sales of electricity, heat, gas and coal | 94,313 | 86,708 |
| Sales of services and other revenues: | ||
| Distribution services Other services Revenues from goods sold Other revenues |
32,665 16,538 854 822 |
28,695 12,968 778 677 |
| Total sales of services and other revenues | 50,879 | 43,118 |
| Other operating income: | ||
| Granted green and similar certificates Contractual fines and interest fees for delays Gain on sale of property, plant and equipment Gain on sale of material Other |
841 365 79 105 1,473 |
690 196 65 133 859 |
| Total other operating income | 2,863 | 1,943 |
| Total revenues and other operating income | 148,055 | 131,769 |
Tax effects relating to each component of other comprehensive income are the following (in CZK millions):
| 1-9/2019 | 1-9/2018 | ||||||
|---|---|---|---|---|---|---|---|
| Before tax amount |
Tax effect |
Net of tax amount |
Before tax amount |
Tax effect |
Net of tax amount |
||
| Change in fair value of cash flow hedges Cash flow hedges reclassified to |
4,009 | (762) | 3,247 | (16,515) | 3,138 | (13,377) | |
| statement of income | 5,486 | (1,042) | 4,444 | 2,952 | (561) | 2,391 | |
| Change in fair value of debt instruments Disposal of debt instruments |
650 1 |
(122) - |
528 1 |
(531) - |
103 - |
(428) - |
|
| Translation differences – subsidiaries |
(524) | - | (524) | 95 | - | 95 | |
| Translation differences – associates and joint-ventures |
37 | - | 37 | 359 | - | 359 | |
| Disposal of translation differences |
- | - | - | (42) | - | (42) | |
| Share on other equity movements of associates and joint-ventures |
(5) | - | (5) | - | - | - | |
| Re-measurement gains (losses) on defined benefit plans |
2 | - | 2 | - | - | - | |
| Total | 9,656 | (1,926) | 7,730 | (13,682) | 2,680 | (11,002) |
The Group reports its result using six reportable operating segments:
A change in the classification of CEZ Group companies into operating segments was made with effect from January 1, 2019. In particular, most companies from the "Other" segment were transferred to different segments and the segment was renamed to "Support Services". The original segmentation primarily reflected core business activities of the respective company; now more account is taken of mutual business relations making up the overall segment chain. For example, SD – Kolejová doprava (a service subsidiary of Severočeské doly) was transferred from the "Other" segment to the "Mining" segment.
The change also reflects CEZ Group's internal management and breakdown into the Operations team and the Development team. Starting from January 1, 2019, the classification of companies into segments matches exactly their classification into the Operations team (Mining, Generation – Traditional Energy, and Support Services segments) and Development team (Distribution, Sales and Generation – New Energy segments).
The Group accounts for intersegment revenues and transfers as if the revenues or transfers were to third parties, that is, at current market prices or where the regulation applies at regulated prices.
The Group evaluates the performance of its segments based on earnings before interest, taxes, depreciation and amortization (EBITDA). The reconciliation of EBITDA to income before other income (expenses) and income taxes summarizes the following table (in CZK millions):
| 1-9/2019 | 1-9/2018 | ||
|---|---|---|---|
| Income before other income (expenses) and income | |||
| taxes (EBIT) | 22,097 | 16,719 | |
| Depreciation and amortization | 21,419 | 21,126 | |
| Impairment of property, plant and equipment and | |||
| intangible assets | 1,234 | 884 | |
| Gains and losses on sale of property, plant and | |||
| equipment, net * | (75) | (50) | |
| EBITDA | 44,675 | 38,679 |
* Gains on sale of property, plant and equipment are presented in the statement of income as part of the line item Other operating income. Losses on sale of property, plant and equipment are presented in the statement of income as part of the line item Other operating expenses.
The following tables summarize segment information by operating segments for the nine months ended September 30, 2019 and 2018 and at December 31, 2018 (in CZK millions):
| September 30, 2019: | Gene ration – Traditional Energy |
Gene ration – New Energy |
Distribu tion |
Sales | Mining | Support Services |
Combined | Elimination | Consoli dated |
|---|---|---|---|---|---|---|---|---|---|
| Revenues and other operating income – other than intersegment |
43,592 | 4,869 | 31,349 | 62,090 | 3,428 | 2,727 | 148,055 | - | 148,055 |
| Revenues and other operating income – intersegment |
26,606 | 237 | 486 | 5,006 | 4,396 | 3,595 | 40,326 | (40,326) | - |
| Total revenues and other operating income |
70,198 | 5,106 | 31,835 | 67,096 | 7,824 | 6,322 | 188,381 | (40,326) | 148,055 |
| EBITDA | 19,408 | 3,161 | 15,301 | 1,887 | 3,789 | 1,134 | 44,680 | (5) | 44,675 |
| Depreciation and amortization Impairment of property, plant and |
(11,354) | (1,355) | (4,951) | (783) | (2,123) | (853) | (21,419) | - | (21,419) |
| equipment and intangible assets | (17) | (11) | (1,222) | - | 16 | - | (1,234) | - | (1,234) |
| EBIT | 8,055 | 1,795 | 9,143 | 1,107 | 1,698 | 304 | 22,102 | (5) | 22,097 |
| Interest on debt and provisions | (5,053) | (169) | (579) | (230) | (161) | (106) | (6,298) | 839 | (5,459) |
| Interest income | 567 | 135 | 138 | 115 | 82 | 106 | 1,143 | (839) | 304 |
| Share of profit (loss) from associates | |||||||||
| and joint-ventures | (20) | (1) | 99 | 104 | 5 | - | 187 | - | 187 |
| Income taxes | (641) | (145) | (1,684) | (205) | (343) | (106) | (3,124) | - | (3,124) |
| Net income | 14,056 | 1,856 | 6,865 | 848 | 1,372 | 719 | 25,716 | (12,101) | 13,615 |
| Identifiable assets Investment in associates and joint |
241,515 | 27,664 | 114,121 | 5,640 | 21,780 | 5,618 | 416,338 | (29) | 416,309 |
| ventures Unallocated assets |
2,634 | 236 | - | 282 | 176 | - | 3,328 | - | 3,328 252,320 |
| Total assets | 671,957 | ||||||||
| Capital expenditure | 5,952 | 598 | 9,199 | 798 | 1,592 | 566 | 18,705 | (126) | 18,579 |
| September 30, 2018: | Gene ration – Traditional Energy |
Gene ration – New Energy |
Distribu tion |
Sales | Mining | Support Services |
Combined | Elimination | Consoli dated |
|---|---|---|---|---|---|---|---|---|---|
| Revenues and other operating income – other than intersegment Revenues and other operating |
38,588 | 4,251 | 29,385 | 55,702 | 3,645 | 198 | 131,769 | - | 131,769 |
| income – intersegment |
22,780 | 408 | 5,751 | 9,622 | 4,342 | 3,180 | 46,083 | (46,083) | - |
| Total revenues and other operating income |
61,368 | 4,659 | 35,136 | 65,324 | 7,987 | 3,378 | 177,852 | (46,083) | 131,769 |
| EBITDA Depreciation and amortization Impairment of property, plant and equipment and intangible assets EBIT Interest on debt and provisions Interest income |
12,848 (12,267) |
2,817 (1,312) |
14,843 (4,619) |
3,422 (311) |
3,611 (1,965) |
1,135 (652) |
38,676 (21,126) |
3 - |
38,679 (21,126) |
| (362) 232 (4,817) 351 |
- 1,507 (138) 89 |
(512) 9,731 (255) 76 |
1 3,110 (105) 29 |
16 1,670 (147) 20 |
(27) 466 (91) 54 |
(884) 16,716 (5,553) 619 |
- 3 416 (416) |
(884) 16,719 (5,137) 203 |
|
| Share of profit (loss) from associates and joint-ventures Income taxes Net income |
(20) 751 28,160 |
- (299) 1,338 |
(1,095) (1,772) 6,276 |
158 (699) 2,485 |
5 (320) 1,307 |
- (99) 941 |
(952) (2,438) 40,507 |
- - (31,383) |
(952) (2,438) 9,124 |
| Capital expenditure | 3,919 | 215 | 8,611 | 277 | 1,529 | 941 | 15,492 | (226) | 15,266 |
| December 31, 2018: | Gene ration – Traditional Energy |
Gene ration – New Energy |
Distribu tion |
Sales | Mining | Support Services |
Combined | Elimination | Consoli dated |
| Identifiable assets | 247,784 | 27,400 | 109,806 | 4,046 | 22,055 | 4,823 | 415,914 | (6) | 415,908 |
| Investment in associates and joint ventures Unallocated assets |
2,645 | 235 | - | 305 | 176 | - | 3,361 | - | 3,361 288,174 |
Total assets 707,443
The Municipal Court in Prague in appeal proceedings held in the case of action of the company Správa železniční dopravní cesty (further as "SŽDC") for the return of unjustified enrichment, confirmed the judgment of the Prague 4 District Court from February 5, 2019, which obliges ČEZ Prodej to pay SŽDC the amount of CZK 1,116 million plus interest and costs. SŽDC had paid it in 2015 as compensation for the contracted but not taken electricity in 2010. The company ČEZ Prodej paid this amount within the legal deadline in October 2019. ČEZ Prodej disagrees with the court's ruling and will file an appeal against it to the Supreme Court of the Czech Republic within the deadline December 9, 2019.
There is a provision charged in the statement of income for 1-9/2019 on the line Other operating expenses in the amount that fully corresponds to the paid amount including interest and costs.
On October 24, 2019 the Bulgarian Commission for the Protection of Competition refused a transaction for the sale of Bulgarian assets to Eurohold. CEZ Group has filed an administrative action against this decision and is considering further legal steps that will protect interests of CEZ Group. The intention to sell these assets to Eurohold remains.
If the intention to sell should be changed in the future, or the sale should no longer be highly probable in the next twelve months respectively, the Group does not expect negative effects on its results from reclassification from assets held for sale.
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