Quarterly Report • May 15, 2015
Quarterly Report
Open in ViewerOpens in native device viewer
| Date of the report: |
15 May 2015 |
|---|---|
| Name of trading company: | CNTEE TRANSELECTRICA SA, managed under two tier system |
| Registered headquarters: | Bucharest 1, Blvd. Gen. Gheorghe Magheru no. 33, postal code 010325 |
| Working location: | Bucharest 3, Str. Olteni no. 2 - 4, postal code 030786 |
| Phone / fax: | 004021 303 5611/ 021 303 5610 |
| Code with the ORC: |
13328043 |
| Number in the RC: |
J40/8060/2000 |
| Date of Company establishment: |
31.07.2000/OUG 627 |
| Share capital: | 733,031,420 Lei, subscribed and paid |
| Regulated market where the issued securities are transacted: |
Bucharest Stock Exchange (BSE), category Premium |
| Main features of the issued securities: | 73,303,142 shares of 10 Lei / share nominal value in dematerialised, nominative, ordinary, indivisible, freely transactable form as of 29.08.2006 under the symbol TEL |
| 20,000 bonds of 10,000 Lei / bond nominal value, which are nominative, dematerialised and unsecured bonds transacted on the BSE, Credit Titles section Category 3 Corporative bonds, under TEL 18 symbol in this category; maturity date 19.12.2018 |
|
| Total market value: |
2,089,139,547 Lei (28.50 Lei / share on 31.03.2015) |
| Accounting standard applied: |
International financial reporting standards |
| Audit: | The financial statements elaborated on 31.03.2015 have not been audited |
In accordance with article 113 letter D par 1 from Regulation 1/ 2006 of CNVM added by Regulation 31/ 2006, we declare as follows:
Bucharest, 12 May 2015
Directorate,
Ion-Toni TEAU Constantin VADUVA Octavian LOHAN
Directorate Chairman Member Member
| FINANCIAL | ||||||
|---|---|---|---|---|---|---|
| -- | ------------------ | -- | -- | -- | -- | -- |
| Q1 | 779 Mill. Lei |
▲11% y/y |
Revenues | 2.47* % |
|---|---|---|---|---|
| Q1 | 229 Mill. Lei |
▼7% y/y |
EBITDA | 14.37 TWh |
| Q1 | 126 Mill. Lei |
▼7% y/y |
Net profit |
energy) |
| Q1 | 14.02 TWh |
▲4% y/y |
Billed energy** |
| INVESTMENTS | grid (transmitted energy) | |||
|---|---|---|---|---|
| Q1 | 29.7 Mill. Lei |
▼48% y/y |
Procuring property, plant & equipment & intangible assets |
|
| Q1 | 6.769 Mill. Lei |
▼71% y/y |
Non-current assets recorded in accounting books |
| FINANCIAL | OPERATIONAL | ||||
|---|---|---|---|---|---|
| 779 Mill. Lei |
▲11% y/y |
Revenues | 2.47* % |
▼1,5% y/y |
Technical losses |
| 229 Mill. Lei |
▼7% y/y |
EBITDA | 14.37 TWh |
▲2% y/y |
Transmitted energy** |
CPT Technological consumption (losses)
* The share of technological losses in the amount of electricity input into the transmission grid (transmitted energy)
** Billed quantity is defined by the amount of electricity taken out of the electrical networks of public interest (the transmission grid and distribution networks) less the electricity exports, thus its outline is different from the amount of power physically carried in the transmission
The synthesis of financial results on 31 March 2015 is provided in the tables below. The financial results have not been audited and their extended variant of the same period is provided in the Annexes to this Report.
| Million Lei | Q1 2015 |
Q1 2014 | |
|---|---|---|---|
| Billed volume of energy (TWh) | 14,02 | 13,48 | |
| PROFIT ALLOWED ACTIVITIES |
|||
| Operational revenues | 390 | 365 | |
| Operational expenses | -143 | -136 | |
| EBITDA | 248 | 229 | |
| Amortisement | -80 | -82 | |
| EBIT | 167 | 147 | |
| ZERO PROFIT ACTIVITIES | |||
| Operational revenues | 389 | 334 | |
| Operational expenses | -407 | -316 | |
| EBIT | -19 | 18 | |
| ALL ACTIVITIES (ALLOWED AND ZERO-PROFIT) |
|||
| Operational revenues | 779 | 699 | |
| Operational expenses | -550 | -452 | |
| EBITDA | 229 | 247 | |
| Amortisement | -80 | -82 | |
| EBIT | 149 | 165 | |
| Financial result | 1 | -3 | |
| EBT (gross profit) | 150 | 162 | |
| Income tax | -24 | -25 | |
| Net profit | 126 | 136 |
| Separate profit and loss account | Separate statement of the financial position | |||||
|---|---|---|---|---|---|---|
| 2015 | Q1 2014 | Million Lei | 31.03.2015 | 31.12.2014 | ||
| Non-current assets | ||||||
| Property, plant and equipment | 3.329 | 3.388 | ||||
| Intangible assets | 38 | 40 | ||||
| Financial assets | 57 | 57 | ||||
| Total | 3.424 | 3.484 | ||||
| Current assets | ||||||
| Inventories | 36 | 36 | ||||
| Trade and receivables | 843 | 1.056 | ||||
| Cash and cash equivalents | 840 | 865 | ||||
| Total | ||||||
| 1.718 | 1.957 | |||||
| TOTAL ASSETS | 5.142 | 5.441 | ||||
| Shareholders' equity Non-current liabilities |
2.941 | 2.813 | ||||
| Borrowings | 715 | 792 | ||||
| Other liabilities | 603 | 610 | ||||
| Total | ||||||
| 1.318 | 1.402 | |||||
| Short term liabilities | ||||||
| Borrowings | 202 | 201 | ||||
| Other liabilities | 681 | 1.025 | ||||
| Total | 883 | 1.226 | ||||
| Total liabilities | 2.201 | 2.628 | ||||
| EQUITIES and LIABILITIES | 5.142 | 5.441 |
In the period Jan – March 2015 the quantity of electricity billed for the services provided on the electricity market grew 4.0% as to the billed quantity in the same period last year (14.02 MWh, increasing from 13.48 MWh in Q1 2014).
Revenues obtained in the first 3 months of 2015 increased 11.5% compared to the same period last year (779 mill. Lei in Q1 2015 from 699 mill. Lei in Q1 2014), increases being recorded in both operational segments (profit allowed and zeroprofit activities).
The profit allowed activities recorded revenue increase by 7.1% (390 mill. Lei from 365 mill. Lei in Q1 2014), sustained by higher electricity volumes carried in the electrical networks of the SEN, mainly against a background of substantial growth of electricity exports. Besides the revenues from the transmission fee when electricity is introduced (exported) into networks, the higher level of exports intensified the competition on the market allocating the cross-border interconnection capacities (especially along the Hungarian and Serbian borders), which resulted in significant 71.2% increase of revenues from the allocation of interconnection capacities compared to the same period last year.
Total revenues from zero-profit activities recorded significant 16.3% increase (389 mill. Lei from 334 mill. Lei in Q1 2014) produced by the significant growth with 37.6% of revenues from the balancing market administration, thus compensating the slight decrease of 1.9% in the technological system services.
In the first three months of 2015 the revenues from technological system services decreased against the results of Q1 2014, in amount of about 3.5 mill. Lei mainly resulting from the reduced fees applicable to such services beginning with 01 July 2014.
Expenses (including amortisement) made in Q1 2015 increased 18.0% compared to the same period of last year (630 mill. Lei from 534 mill. Lei).
The expenses in the profit allowed activities segment (amortisement excluded) increased 5.2% (143 mill. Lei from 136 mill. Lei).
CPT: The total cost for procuring electricity necessary to cover technological losses increased 11.6% in Q1 2015 compared to Q1 2014. The determining factor of such cost rise in Q1 2015 was the 2.1% increase in the average unit cost of procurement transactions on the markets, from 182.1 Lei/ MWh in Q1 2014 to 185.9 Lei/ MWh.
In quantitative terms technological losses grew (from 256 GWh in Q1 2014 to 272.6 GWh in Q1 2015 in absolute magnitude from 2.44% in Q1 2014 to 2.47% in 2015 compared to the energy input in the grid) mainly against the background of increased power carried within the ETG.
The zero-profit activities segment recorded expenses rise by about 29% (407 mill. Lei from 316 mill. Lei in Q1 2014), determined by increased expenses both on the balancing market and upon procuring the power reserves needed in order to balance the national power system (the prices which Transelectrica procures most power reserves with in order to provide technological system services are established by ANRE).
EBITDA dropped about 7% compared to the same period of 2014 (229 mill. Lei in Q1 2015 from 247 mill. Lei in Q1 2014), such movement being primarily determined by the influence of the zero profit activities.
Profit allowed activities have got positive result, 8% higher than that obtained in the same period of 2014 (247 mill. Lei to 229 mill. Lei in the previous year).
Zero-profit activities recorded negative result of 19 mill. Lei compared to Q1 2014 (with positive result of 18 mill. Lei).
The non-null (loss) result of zero-profit activities was determined by the temporary imbalance between the procurement costs of system reserves and the revenues from tariffs for technological system services.
Also the net result corresponding to the technological system services has got negative influence from the ANRE adjusted tariff for such services (▼5.6%, 12.54 Lei/ MWh from 13.28 Lei/ MWh); the new tariff included the negative correction established on 1 July 2014.
EBIT dropped by about 10% (149 mill. Lei from 165 mill. Lei), decrease primarily owed to the zero profit activities when amortisement diminished by about 2% compared to the same period of 2014.
Profit before tax registered decrease of about 7% compared to Q1 2014 (150 mill. Lei from 162 mill. Lei).
The difference between the profit registered in Q1 2015 and in Q1 2014, broken down into the constitutive elements of profit, is provided below.
Profit after tax registered about 7% decrease compared to the Jan-March 2014 period (126 mill. Lei from 136 mill. Lei).
The net financial result registered in Q1 2015 was positive (1 mill. Lei) determined by 24.6% higher revenues from exchange rate differences, the 16% decrease of interest expenses and by the 24.6% reduction of expenses with exchange rate differences due to the positive development of the Romanian Leu compared to the main international currencies.
| [mill. Lei] | Q1 2015 | Q1 2014 |
|---|---|---|
| Financial revenues | 14.7 | 14.0 |
| Interest revenues | 1.6 | 3.6 |
| Exchange rate revenues | 12.8 | 10.3 |
| Other financial revenues | 0.2 | 0.1 |
| Financial expenses | -13.5 | -16.9 |
| Interest expenses | -7.8 | -9.2 |
| Exchange rate expenses | -5.8 | -7.6 |
| Net financial result | 1.2 | -2.9 |
Non-current assets registered about 1.7% decrease in Q1 2015 against the background of reduced investment volume, lower than the amortisement of non-current assets.
Current assets registered 12.2% decrease in the first three months of 2015, from 1,957 mill. Lei to 1,718 mill. Lei, determined by the significant 20.2% drop of liabilities from 1,056 mill. Lei to 843 mill. Lei. The decrease of liabilities was primarily determined by the higher collection degree compared to 2014, mainly the receivables related to the support scheme (136.8 mill. Lei on 31 March 2015 from 237.2 mill. Lei on 31 December 2014).
Non-current liabilities registered slight decrease in 2015 from 1,402 mill. Lei to 1,318 mill. Lei, mainly determined by the reimbursement of principal portions from 792 mill. Lei to 715 mill. Lei on 31 March 2015.
Short term liabilities registered decrease on 31 March 2015 from 1,226 mill. Lei to 883 mill. Lei due to the smaller liabilities to suppliers on the electricity market. Such decrease in the liabilities to the suppliers on the electricity market was determined by the diminished volume of transactions on the balancing market and of the payment obligations on balance as at 31 March 2015 on the electricity market compared to 31 December 2014. Also the reduced balance of suppliers of assets on 31 March 2015 compared to 31 December 2014 resulted from the payment of outstanding invoices on 31 December 2014 at the beginning of 2015.
The Company requested the generators that have not paid their overcompensation invoices to agree with compensating mutual liabilities at their minimum level by means of the Institute of Management and Information (IMI) managing all the information received from tax-payers according to the provisions of GD 685/1999.
Shareholders' equities recorded 4.5% increase mainly determined by the positive performance of the financial year, credited to the retained earnings.
(31-Dec-2014 to 31-Mar-2015)
In the first quarter of 2015 the Transelectrica share (BSE symbol: TEL) decreased 2.6% compared to the value of 31 December, which followed the development of the main BSE indexes, BET (bluechip - most liquid and capitalised 10 companies) and BET-NG (energy sector).
In 2014 the gross dividend per share amounting to 2.8033 Lei was approved, payable beginning with June 2015. The dividend was calculated while observing the legislation applicable to companies
with majority state capital based on 75% distribution rate.
| Total distributed dividend: | 205 mill. Lei |
|---|---|
| Dividend per | 2.8033 |
| share: | Lei |
| Date of | 5 June |
| ex-dividend: | 2015 |
| Payment date: | 29 June 2015 |
In the first quarter of 2015 the net power output increased about 5% compared to the same period of 2014, mainly determined by the higher share of generation from renewable sources (hydro, wind, photovoltaic).
The internal1 net consumption grew 2% compared to the same period last year.
Physical cross-border exporting exchanges increased 26% in the first three months of 2015 compared to 2014, while import exchanges dropped about 17%.
1 Values do not include the consumption of auxiliary services from the electric power generating plants;
In Q1 2015 the hydro component grew about 6.7% compared to Q1 2014, while the share of renewable energy (wind, biomass, PV) increased 3.8% to the detriment of nuclear and thermal components that decreased about 1.2% and namely 9.2%.
In the first three months of 2015 the gross installed capacity of power plants increased 2.4% as compared to the same period of last year.
Significant change occurred in the installed capacity because of the 500 MW increase of renewable generation farms, from about 3,814 MW installed at the end of Q12014 to about 4,320 MW installed on 01 April 2015.
The net consumption value includes the losses in the transmission and distribution networks as well as the consumption of pumps from the pumping storage hydro substations
The dynamics of the installed capacity associated to the first quarter of 2015, respectively of 2014, is provided below:
Installed capacity in Q1 2015 (24,555 MW, gross value)
Installed capacity Q1 2014 (23,976 MW, gross value)
Cross-border flows registered significant increase of exports in relation with Hungary and Serbia, the main reasons being the reduced electricity price on the Romanian market and exports to the more expensive markets from Hungary and the Balkans. There was no import / export with the Republic of Moldova in the first quarter of 2015 or in that of 2014.
In the first three months of 2015 the CPT amount increased 6.5% compared to the same period of 2014, being determined by elements such as bad meteorological conditions, which generated higher corona losses, and unfavourable generation structure, which led to greater electricity transmission to long distances from sources.
Compared to the power input in the grid, losses slightly grew from 2.44 % to 2.47 %.
The percentage growth of the CPT resulted from the higher power volumes carried in the ETG.
During the first quarter of 2015 there were 21 contracts signed for investment objectives amounting in total to 5,870.6 thousand Lei compared to 19 contracts amounting totally to 41,864.63 thousand Lei concluded in the same period of 2014.
The value of non-current assets recorded in account books was 6,768.7 thousand Lei in the first three months of 2015, the most important ones being:
The procurement of property, plant and equipment and intangible assets2 amount to 29,744 thousand Lei in the first quarter of 2015 compared to the same period of 2014 when such procurement amounted to 57,260 thousand Lei.
From among the investment projects under way on 31 March 2015 we can mention:
2 It includes the fluctuation of asset suppliers on balance as at
1 January this year
During the first quarter of 2015 a series of important events took place in the Company such as:
On 02 February the credit rating agency Moody's Investors Service published their updated credit opinion assessing the current and future capability of Transelectrica to meet its obligations to creditors. Such credit opinion was issued one year after the last update (05 February 2014). The current credit opinion does not change the credit rating of Transelectrica. Both the rating and the rating outlook are unchanged since the last review.
Decision of the Appeal Court Bucharest in the litigation with Subsidiary ENERGY RESEARCH AND MODERNISING INSTITUTE - ICEMENERG SA
On 12 February the Appeal Court Bucharest pronounced its ruling in file 15483/ 3/ 2014 with the Subsidiary Energy Research and Modernising Institute ICEMENERG SA Bucharest, where the Company is claimant, namely Ruling 173/ 2015 rejecting the appeal of the CNTEE Transelectrica as groundless, the decision being final.
On 02 March the provisions of the Governmental Emergency ordinance 86/2014 regarding the transfer of the Company-issued shares from the Romanian State's account represented by the Government through the General Secretariat of the Government into the account of the Romanian State, by means of the Ministry of Economy, Trade and Tourism.
On 17 February, the mandate contract of Mr Ciprian Gheorghe DIACONU ended by the parties' agreement.
On 18 February, Mr Gheorghe Cristian VISAN's mandate contract ended by the parties' agreement.
On February the Supervisory Board acknowledged the resignation of Andrei-Mihai POGONARU from his capacity of Supervisory Board member of CNTEE Transelectrica SA.
On 27 March Mr Costin MIHALACHE was appointed provisional member in the Supervisory Board.
On 23 March the Shareholders' General Extraordinary Assembly (AGEA) and the Shareholders' General Ordinary Assembly (AGOA) took place. The main aspects included in the decision of the AGOA are:
Setting the general limits of the variable component in the remunerations of the Directorate and Supervisory Board members in the National Power Grid Company Transelectrica SA.
The main aspects included in the AGEA decision are:
Approving the amendment in the Articles of Association of the National Power Grid Company Transelectrica SA.
After the first quarter of 2015 the following significant events for the Company took place:
Court proceedings against recording the share capital increase of Subsidiary SC Smart SA in the Commercial Register
On 17 April the National Power Grid Company Transelectrica SA instituted legal proceedings to cancel Resolution 154954/30.12.2014 of the Designated Person pronounced in file 449314/23.12.2014 based on which the Office of the Commercial Register from Bucharest Tribunal registered the share capital increase of Subsidiary Smart SA.
The Official Gazette no. 283/27.04.2015 published Governmental Decision 266/ 22.04.2015 approving the 2015 Revenue and expense budget of the National Power Grid Company TRANSELECTRICA SA, now under the authority of the Ministry of Economy, Trade and Tourism.
Starting May 12, 2015, Mr. Ion SMEEIANU was appointed by the Supervisory Board, as member of the Executive Board.
On 29 April the Shareholders' General Extraordinary Assembly (AGEA) and the Shareholders' General Ordinary Assembly (AGOA) took place.
The main aspects included in the AGOA decision are:
On 31.03.2015, the shareholders' structure was as follows:
DIRECTORATE MEMBERSHIP
On 31.03.2015 the Directorate membership was as follows:
| Name of shareholder | |
|---|---|
| Romanian State through the Ministry of Economy, Trade and Tourism |
43,020,309 |
| Legal persons | 20,446,697 |
| SIF Oltenia | 4,385,055 |
| Natural persons | 5,451,081 |
| Total | 73,303,142 |
| Ion - Toni TEAU |
Chairman |
|---|---|
| Octavian LOHAN | Member |
| Constantin Vaduva | Member |
The most important disputes which the Company is involved in are provided below:
The Company is in litigation with ANAF3 , which issued a fiscal inspection report on 20 September 2011 on VAT return for the period September 2005 – November 2006 for 123 unused invoices identified as missing, these being documents of special regime for which it estimated collected VAT of 16,303,174 Lei plus penalties- 27,195,557 Lei.
The total value of such obligations amounts to 43,498,731 Lei, and it was retained from the VAT the Company paid in November 2011. Later on the Company noted that the amounts transferred as current VAT were considered as the payment of the sums from the fore-mentioned fiscal report.
Thus the Company had to pay additional penalties of 944,423 Lei for the VAT that should have been paid in November 2011, in order to avoid accumulating debts to the State budget. In total, the Company paid 44,442,936 Lei in 2011.
The Company filed complaint to ANAF against the taxation decision and requested suspending the enforcement of the decision until the complaint submitted to ANAF has been settled by administrative means. The law court rejected the request to suspend the enforcement of the fiscal report.
At the public hearing on 30.04.2014 the Appeal Court Bucharest rejected the claimant's request as groundless, with right to appeal; however as of the date of this report no motives have been received for the ruling of the Appeal Court.
3 http://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000 000293436&id_inst=2
CNTEE Transelectrica SA filed complaint against Order 51/26.06.2014 of ANRE4 president registered with ANRE under no. 47714/04.08.2014 and another complaint with the Appeal Court Bucharest requesting either amending the forementioned order or issuing a new order to recalculate the RRR at 9.87% (recalculated with (β) coefficient of 1.0359, according to Transelectrica's specialists) or, in case such complaint is denied, it requested using the same 8.52% percentage that ANRE set in 2013 and in QI 2014.
On 26.06.2014 Order 51 of ANRE was issued and published in the Official Gazette 474/27.06.2014, which approved the average tariff for transmission services, the tariff for system services and the zone tariffs of transmission services charged by the National Power Grid Company Transelectrica SA and cancelled annex 1 to Order 96/2013 of ANRE approving the average tariff for transmission services, the tariff for system services the zone tariffs of transmission services and the tariffs of reactive electricity charged by economic operators in the electricity sector.
The values used in the calculation of the regulated rate of return (RRR5 ) by ANRE according to the Methodology establishing the tariffs for electricity transmission services approved by Order 53/2013 of ANRE ("Methodology"), determined the RRR at 7.7%.
The CNTEE Transelectrica SA considers that by applying the provisions of article 51 in the Methodology by setting the Beta (β) parameter at 0.436, financial prejudice will be brought to the company and the profitability of electricity transmission will decrease by an estimated 138.4 mill. Lei7 , with significant impact over the company's financial interest and might lead to the Company's financial instability in the third
regulatory period (01.07.2014 - 30.06.2019), thus prejudicing the company's shareholders as well as their interests.
At a hearing on 24 April 2015, the court rejected the request of the Company on the disposition of proof of technical and financial expertise and electroenergetics expertise. The next hearing was set on 2 June 2015.
The Company is involved as defendant in litigation under administrative disputes instituted by Conaid Company SRL8 as claimant, which company is also under insolvency proceedings. File 5302/ 2/ 2013, on the docket of the Appeal Court Bucharest pertains first on the complaint of Conaid Company SRL about Transelectrica's unjustified refusal to conclude addendum to the ETG connection contract, which contract actually ended because the claimant failed to meet the suspensive terms. Another claim in the case, also rejected by the first instance, is ascertaining the unjustified refusal of Transelectrica (after expiry of the first contract) to conclude a new ETG connection contract with the claimant company within the validity period of connection permits.
On the 20.05.2014 hearing date the Appeal Court Bucharest decided separating the two issues and instituted a new claim file 24.06.2014, then the court suspended settling the separated case.
On the 11.06.2014 hearing date the Appeal Court Bucharest rejected the case and the claimant's request for additional intervention as groundless, with appeal within 15 days from judgment notification.
On 01.10.2014 appeal was filed and the case got to the High Court of Cassation and Justice. To date no new hearing has been set and the file is under screening by the screening team dealing with the file.
4 http://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000 000318208&id_inst=2
5 RRR- the Regulated Rate of Return can be found in specific literature under the acronym WACC – Weighted Average Cost of Capital –; the formula of the two indicators is similar: RRR = WACC = CCP + Kp/(1 – T) + CCI x Ki
6 Value that determined the RRR reduction to 7.7 %
7 Value calculated in comparison with RRR of 8.52%
8 http://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000 000306867&id_inst=2
In 2011 litigation was instituted in the administrative dispute court because the Court of Audit 9 contested issuing a decision and a conclusion. This latter Court set some measures to be implemented by the Company in order to repair some deficiencies found on the occasion of audits in the Company.
The law court maintained the obligation instituted on behalf of Transelectrica to apply the measures proposed by the Court of Audit. The ruling of the administrative disputes court was appealed against in the High Court of Cassation and Justice.
After a control performed in 2013 the Court of Audit requested the Company to take some measures since it found some deficiencies upon such control. The decision and the conclusion issued by the Court of Audit were contested in the Appeal Court Bucharest.
On 11 March 2015 the Appeal Court Bucharest deferred the case in order to enable the technical and accounting expertise; the following hearing is set on 24 June 2015.
In accordance with GD 925/2010 and the related norms (GD 185/2013) the National Office of the Commercial Register, Office of the Register for Commerce ("ORC") from Bucharest Tribunal admitted under Resolution 41515/07.04.2014 to cancel the Energy Research and Modernising Institute ICEMENERG SA10., and by Resolution 41923/07.04.2014 admitted the registration demand, authorised the establishment and ordered registering the National Energy Research-Development Institute ICEMENERG Bucharest (J40/4323/2014).
Taking into account that the Company's property interests have been seriously impaired, Transelectrica has expressed appeal in order to protect the interests of its shareholders. Without taking into account the capacity of Transelectrica of single shareholder of its subsidiary, which would have undoubtedly requested applying Law 31/1990, the law court rejected the Company's complaint. The motivation of the court mainly relied on GD 925/2010 that has not been repealed to date therefore the ORC was right in ordering cancelling ICEMENERG and permitting the establishment of ICEMENERG Institute, stating that the stages provided in article 1 par 7 and in article 4 par 1 from GD 925/2010 "appear as subsequent not anterior to cancelling Subsidiary ICEMENERG and establishing ICEMENERG Institute", and that it has not retained the violated rights of Transelectrica as single shareholder since it ascertained the subsidiary's sole shareholder is the Romanian state.
The Company appealed the court ruling of 14.07.2014, hearing date being 05.02.2015. The Appeal Court Bucharest provided on 12.02.2015 the settlement proposed in file 15483/3/2014, namely Ruling 173/2015 rejected the appeal of CNTEE Transelectrica as groundless and the ruling is final.
Against Decision no. 173/2015, issued by the Court of Appeal, Transelectrica SA filed an appeal for annulment, which is the subject of File no. 1088/2/2015, before the Court of Appeal - Civil Division VI, the hearing is set for 13/05/2015.
On 24.11.2014 the Operator of the Electricity and Natural Gas Markets OPCOM SA11 sued the Company to compel it paying 582,086.31 Euro (2,585,161.72 Lei at BNR exchange rate of 24.11.2014), representing the amount paid as penalty out of the total charge of 1,031,000 Euro.
Before that the Shareholders' General Assembly of Subsidiary OPCOM SA had decided on 10.06.2014 to pay the entire 1,031,000 Euro penalty applied by the Directorate General Competition of the European Commission for breaching article 102 of the European Union
9 http://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar=200000 000313663&id_inst=2
10http://portal.just.ro/2/SitePages/Dosar.aspx?id_dosar =300000000584063&id_inst=2
11http://portal.just.ro/3/SitePages/Dosar.aspx?id_dosar =300000000614840&id_inst=3
Treaty according to the Decision taken in the antitrust case AT 39984.
OPCOM SA has also asked the court to compel the Company to pay 84,867.67 Lei as interest related to the period 11.06.2014 – 24.11.2014.
The action of OPCOM SA is included in file 40814/3/2014, on the docket of Bucharest Tribunal, Section VI Civil cases, object- claims, subject matter- litigation with professionals, and the hearing date was set on 29.06.2015. The Company filed defence to the summons in this case claiming exceptions and the illegality of the action.
The National Power Grid Company Transelectrica SA instituted legal proceedings in order to cancel Resolution 154954/30.12.2014 of the Designated Person, pronounced in File 449314/ 23.12.2014, based on which the Office of the Commercial Register from Bucharest Tribunal registered the share capital increase of subsidiary Smart SA12 by in-kind contribution and amended accordingly the articles of association as per Decision 12375/22.12.2014 of the Chairman of the subsidiary's Board of Administration and Decision 19/22.12.2014 of the Board of Administration.
The Company has also asked the competent court to repeal the two fore-mentioned decisions and suspend the enforcement of documents whose cancellation is requested until the settlement of the action.
The resolution that cancellation is requested for has not been published until the date of this report in the Official Gazette part IV, the Company being in the legal term for complaint filing. The share capital increase took into account applying the provisions of the privatisation legislation13 , namely the obligation to increase the share capital with the value of lands from the inventories of Smart SA, which ownership certificates have been obtained for, and to issue shares for the Romanian State.
The first hearing date has not been set until the date of this report.
12http://portal.just.ro/3/SitePages/Dosar.aspx?id_dosar =300000000624908&id_inst=3
13 Governmental Emergency Ordinance 88/1997 regarding privatisation of trading companies, as subsequenlty amended, Law 137/2002 on certain measures to expedite privatisation, GD 577 of 13 June 2002 approving the Methodological norms for the application of Governmental Emergency Ordinance 88/1997 regarding privatisation of trading companies, as
subsequently amended and of Law 137/2002 regarding certain norms to expedite privatisation.
| [Lei] | 31.03.2015 | 31.12.2014 |
|---|---|---|
| Assets | ||
| Non-current assets | ||
| Property, plant and equipment | 3,328,902,053 | 3,387,759,611 |
| Intangible assets | 38,080,000 | 39,502,652 |
| Financial assets | 57,027,900 | 57,027,900 |
| Total non-current assets | 3,424,009,953 | 3,484,290,163 |
| Current assets | ||
| Inventories | 35,730,923 | 35,680,518 |
| Trade and receivables | 842,865,455 | 1,056,178,011 |
| Cash and cash equivalents | 839,538,629 | 865,237,573 |
| Total current assets | 1,718,135,007 | 1,957,096,102 |
| Total assets | 5,142,144,960 | 5,441,386,265 |
| Equity and liabilities | ||
| Equity | ||
| Share capital, of which: | 733,031,420 | 733,031,420 |
| Share capital subscribed | 733,031,420 | 733,031,420 |
| Share premium | 49,842,552 | 49,842,552 |
| Legal reserves | 78,424,484 | 78,424.484 |
| Revaluation reserves | 602,443,422 | 615,407,592 |
| Other reserves | 24,876,704 | 23,660,704 |
| Retained earnings |
1,452,111,763 | 1,312,739,568 |
| Total equity | 2,940,730,345 | 2,813,106,320 |
| Non-current liabilities | ||
| Long term deferred revenue | 546,843,458 | 552,768,103 |
| Borrowings | 715,120,838 | 792,043,629 |
| Deferred tax liability | 26,993,733 | 28,209,782 |
| Employee benefits obligations | 29,126,106 | 29,126,106 |
| Total non-current liabilities | 1,318,084,135 | 1,402,147,620 |
| Current liabilities |
||
| Trade and other liabilities | 590,038,762 | 945,656,726 |
| Other tax and social security liabilities | 8,828,760 | 7,577,887 |
| Borrowings | 202,022,462 | 200,678,234 |
| Provisions | 24,434,384 | 24,784,498 |
| Short term deferred revenue | 33,727,601 | 33,069,502 |
| Payable profit tax | 24,278,511 | 14,365,478 |
| Total current liabilities |
883,330,480 | 1,226,132,325 |
| Total liabilities | 2,201,414,615 | 2,628,279,945 |
| Total equity and liabilities | 5,142,144,960 | 5,441,386,265 |
| [Lei] | 01.01 – 31.03.2015 |
01.01 – 31.03.2014 |
|---|---|---|
| Revenues | ||
| Revenues from transmission | 360,642,643 | 326,530,155 |
| Revenues from system services | 196,966,049 | 204,117,944 |
| Revenues from the balancing market | 212,081,618 | 154,190,333 |
| Other revenues | 9,432,603 | 14,032,263 |
| Total operational revenues | 779,122,913 | 698,870,695 |
| Operational expenses | ||
| System operation expenses | (65,145,353) | (54,733,599) |
| Balancing market expenses | (212,081,618) | (154,190,333) |
| Technological system service expenses | (195,302,022) | (162,015,822) |
| Amortisement | (80,118,507) | (82,072,496) |
| Salaries and other remunerations | (40,240,361) | (39,510,552) |
| Repairs and maintenance |
(14,244,325) | (16,729,176) |
| Materials and consumables |
(2,090,341) | (1,962,463) |
| Other operational expenses | (21,031,673) | (22,817,223) |
| Total operational expenses | (630,254,200) | (534,031,664) |
| Profit from operations | 148,868,713 | 164,839,031 |
| Financial revenues | 14,673,112 | 13,972,777 |
| Financial expenses | (13,514,114) | (16,857,070) |
| Net financial result |
1,158,998 | (2.884,293) |
| Profit before tax | 150,027,711 | 161,954,738 |
| Income tax | (23,619,686) | (25,459,397) |
| Profit of the year |
126,408,025 | 136,495,341 |
| The 3 months' period | The 3 months' period | |
|---|---|---|
| [Lei] | ended 31 March 2015 |
ended 31 March 2014 |
| Cash flows from operations | ||
| Profit of the period | 126,408,025 | 136,495,342 |
| Allowances for: | ||
| Income tax expense | 23,619,687 | 25,459,397 |
| Amortisement expense | 80,118,507 | 82,072,496 |
| Provisions for the impairment of trade and other receivables Reversal of provisions for the impairment of trade and other |
4,909,173 | 4,719,856 |
| receivables | (5,464,350) | (3,192,944) |
| Net loss from disposal of property | 508,108 | 379,636 |
| Reversal of allowances for property | 53,835 | - |
| Interest expense, interest revenue and unrealised exchange rate gains | (927,545) | 9,718,558 |
| Cash flows before changing the current capital | 229,225,440 | 255,652,341 |
| Changes in: | ||
| Trade and receivables | 212,605,625 | 18,025,895 |
| Inventories | (50,405) | 205,720 |
| Trade and other liabilities | (349,805,108) | (217,007,782) |
| Other tax and social security liabilities | 1,250,873 | 1,450,796 |
| Deferred revenues | (4,050,544) | 17,434,210 |
| Cash flows from operational activities | 89,175,881 | 75,761,180 |
| Interest paid | (7,191,021) | (8,702,446) |
| Payable income tax | (11,648,681) | (10,369,590) |
| Net cash from operational activities | 70,336,179 | 56,689,144 |
| Cash flows used in investments | ||
| Procurement of property and of intangible assets | (29,744,383) | (57,260,395) |
| Interest collected | 3,038,485 | 3,706,577 |
| Net cash used in investments | (26,705,898) | (53,553,818) |
| Cash flows from financing activities | ||
| Proceeds from short term borrowing | - | 134,702,501 |
| Repayment of long term borrowing | (69,236,373) | (63,085,728) |
| Dividends paid | (92,851) | (45,974) |
| Net cash used in financing activities | (69,329,224) | 71,570,799 |
| Net increase/(decrease) of cash and cash equivalents | (25,698,943) | 74,706,125 |
| Cash and cash equivalents on 1 January (see Note 6) | 865,237,573 | 600,698,763 |
| Cash and cash equivalents at the end of the period (see Note 6) | 839,538,630 | 675,404,888 |
| No. | INDICATORS | REB in QI 2015 |
Achieved in QI 2015 |
Differences | Degree of |
|
|---|---|---|---|---|---|---|
| (+/-) | achieve (%) |
|||||
| 0 | 1 | [thousand Lei] | 2 | 3 | 4=3-2 | 9=3/2 * 100 |
| I. | TOTAL REVENUES (Rd.1=Rd.2+Rd.5+Rd.6) | 726,131 | 793,796 | 67,665 | 109.3% | |
| 1 | Total operational revenues | 716,681 | 779,123 | 62,442 | 108.7% | |
| 2 | Financial revenues | 9,450 | 14,673 | 5,223 | 155.3% | |
| II | TOTAL EXPENSES (Rd.7=Rd.8+Rd.2Rd.21) | 661,345 | 643,768 | -17,577 | 97.3% | |
| 1 | Operational expenses | 648,076 | 630,254 | -17,822 | 97.3% | |
| A | Goods and services | 505,344 | 503,848 | -1,496 | 99.7% | |
| B | Tax and other payments | 8,228 | 4,875 | -3,353 | 59.2% | |
| C | Personnel expenses | 39,830 | 40,148 | 318 | 100.8% | |
| D | Other operational expenses | 94,674 | 81,383 | -13,291 | 86.0% | |
| 2 | Financial expenses | 13,269 | 13,514 | 245 | 101.8% | |
| III | GROSS RESULT (profit/loss) | 64,786 | 150,028 | 85,242 | 231.6% | |
| IV | PROFIT TAX | 225 | 26,052 | 25,827 11,578.7% | ||
| V | ACCOUNTING PROFIT REMAINING AFTER THE PROFIT TAX |
64,561 | 123,976 | 59,415 | 192.0% | |
| Outstanding payments | 225 | 212 | -13 | 94.0% | ||
| Outstanding liabilities | 191,273 | 202,650 | 11,377 | 105.9% |
| Indicators | Calculation formula | 31.03.2015 | 31.03.2014 |
|---|---|---|---|
| Indicator of current liquidity (x) |
Current assets Current liabilities |
1.95 | 1.93 |
| Indicators of gearing ratio (x): |
|||
| (1) Indicator of leverage |
Borrowed capital Equity |
0.24 | 0.36 |
| (2) Indicator of leverage |
Borrowed capital Committed capital |
0.20 | 0.26 |
| Clients turnover (days) |
Average clients balance* x 90 Turnover |
71 | 99 |
| Non-current assets turnover (x) |
Turnover Non-current assets |
0.22 | 0.19 |
* The clients contributing to turnover were taken into consideration when calculating the average balance (energy, balancing, other clients, and clients' bill to execute. The values of doubtful clients, the cogeneration scheme and overcompensation have not been included in the average balance)
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.