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Enea S.A. — Interim / Quarterly Report 2016
Aug 26, 2016
5597_rns_2016-08-26_5782d216-fc61-438a-bdd9-83159568e97c.pdf
Interim / Quarterly Report
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Selected separate financial data of ENEA S.A.
| in PLN '000 | in EUR '000 | |||
|---|---|---|---|---|
| 6 months ended 30.06.2016 |
6 months ended 30.06.2015 |
6 months Ended 30.06.2016 |
6 months ended 30.06.2015 |
|
| Net sales revenue | 2 735 612 | 2 697 182 | 624 498 | 652 423 |
| Operating profit | 21 666 | 54 197 | 4 946 | 13 110 |
| Profit before tax | 549 410 | 958 855 | 125 422 | 231 938 |
| Net profit for the reporting period | 538 742 | 941 399 | 122986 | 227 716 |
| Net cash flows from operating activities | 240 169 | 402 085 | 54 827 | 97 261 |
| Net cash flows from investing activities | (582 337) | (735 110) | (132 938) | (177 816) |
| Net cash flows from financing activities | 612 043 | 1 057 307 | 139 720 | 255 753 |
| Total net cash flows | 269 875 | 724 282 | 61 608 | 175 197 |
| Weighted average number of shares | 441 442 578 | 441 442 578 | 441 442 578 | 441 442 578 |
| Net earnings per share (in PLN / EUR) | 1.22 | 2.13 | 0.28 | 0.52 |
| Diluted earnings per share (in PLN / EUR) | 1.22 | 2.13 | 0.28 | 0.52 |
| Balance as at 30.06.2016 |
Balance as at 31.12.2015 |
Balance as at 30.06.2016 |
Balance as at 31.12.2015 |
|
|---|---|---|---|---|
| Total assets | 18 198 636 | 16 847 310 | 4 112 221 | 3 953 376 |
| Total liabilities | 7 393 499 | 6 559 305 | 1 670 658 | 1 539 201 |
| Non-current liabilities | 5 630 362 | 5 253 551 | 1 272 254 | 1 232 794 |
| Current liabilities | 1 763 137 | 1 305 754 | 398 404 | 306 407 |
| Equity | 10 805 137 | 10 288 005 | 2 441 563 | 2 414 175 |
| Share capital | 588 018 | 588 018 | 132 870 | 137 984 |
| Book value per share (in PLN / EUR) | 24.48 | 23.31 | 5.53 | 5.47 |
| Diluted book value per share (in PLN/EUR) | 24.48 | 23.31 | 5.53 | 5.47 |
The above financial data for I half of 2016 and 2015 were translated into EUR in line with the following principles::
- individual assets and liabilities at the average exchange rate as of 30 June 2016 4.4255 PLN/EUR (as at 31 December 2015 – 4.2615 PLN/EUR),
- individual items from the statement of profit or loss and other comprehensive income and the statement of cash flows as per the arithmetic mean of the average exchange rates determined by the National Bank of Poland as at the last day of each month of the financial period from 1 January to 30 June 2016 – 4.3805 PLN/EUR (for the period from 1 January to 30 June 2015 – 4.1341 PLN/EUR).
Poznań, 9 August 2016
(all amounts in PLN '000, unless specified otherwise)
Index to the condensed interim separate financial statements
| Separate statement of financial position 4 | ||
|---|---|---|
| Separate statement of profit or loss and other comprehensive income 6 | ||
| Separate statement of changes in equity 7 | ||
| Separate statement of cash flows 8 | ||
| 1. | General information about ENEA S.A 9 | |
| 2. | Statement of compliance 9 | |
| 3. | Accounting principles 10 | |
| 4. | Materials estimates and assumptions 10 | |
| 5. | Composition of the Group – list of subsidiaries 10 | |
| 6. | Property, plant and equipment 11 | |
| 7. | Intangible assets 12 | |
| 8. | Investments in subsidiaries 12 | |
| 9. | Assets held for sale 13 | |
| 10. | Intercompany bonds 13 | |
| 11. | Allowance on trade and other receivables 15 | |
| 12. | Inventory 15 | |
| 13. | Cash and cash equivalents 15 | |
| 14. | Financial assets measured at fair value through profit or loss 15 | |
| 15. | Financial instruments 16 | |
| 16. | Loans, borrowings and debt securities 17 | |
| 17. | Other financial liabilities 19 | |
| 18. | Deferred income tax 19 | |
| 19. | Provisions for other liabilities and charges 20 | |
| 20. | Dividend 20 | |
| 21. | Related party transactions 21 | |
| 22. | Future liabilities under contracts concluded as at the end of the reporting period 22 | |
| 23. | Contingent liabilities and proceedings before courts, arbitration or public administration bodies 22 | |
| 23.1.Guarantees for credit facilities and loans as well as other sureties granted by the Company 22 | ||
| 23.2.Pending proceedings before courts of general jurisdiction 23 | ||
| 23.3.Motions for settlements of not balanced energy trading in 2012 24 | ||
| 23.4.Dispute with PGE S.A. concerning price for certificates of origin 24 | ||
| 24. | The participation in the construction of the atomic power plant programme 24 | |
| 25. | Subsequent events 25 | |
(all amounts in PLN '000, unless specified otherwise)
These condensed interim separate financial statements have been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting, as endorsed by the European Union (EU), and approved by the Management Board of ENEA S.A.
Members of the Management Board
| President of the Management Board | Mirosław Kowalik | …………………………………. |
|---|---|---|
| Member of the Management Board | Piotr Adamczak | …………………………………. |
| Member of the Management Board | Mikołaj Franzkowiak | …………………………………. |
| Member of the Management Board | Wiesław Piosik | …………………………………. |
ENEA Centrum Sp. z o.o. The entity responsible for keeping the accounting records and the preparation of financial statements ……………………………………….. ENEA Centrum Sp. z o.o. Górecka 1 Street, 60-201 Poznań KRS 0000477231, NIP 777-000-28-43, REGON 630770227
Poznań, 9 August 2016
(all amounts in PLN '000, unless specified otherwise)
Separate statement of financial position
| Balance as at | |||
|---|---|---|---|
| Note | 30.06.2016 | 31.12.2015 | |
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 6 | 29 453 | 30 699 |
| Perpetual usufruct of land | 1 984 | 1 998 | |
| Intangible assets | 7 | 4 446 | 4 005 |
| Investment property | 15 681 | 15 955 | |
| Investments in subsidiaries | 8 | 9 417 459 | 8 323 493 |
| Deferred tax assets | 18 | 66 461 | 63 316 |
| Financial assets available for sale | 38 402 | 23 402 | |
| Intercompany bonds | 10 | 4 746 138 | 5 339 352 |
| Derivatives | - | 844 | |
| Trade and other receivables | 131 999 | 73 557 | |
| 14 452 023 | 13 876 621 | ||
| Current assets | |||
| Inventories | 12 | 226 582 | 152 318 |
| Trade and other receivables | 11 | 1 531 294 | 1 141 808 |
| Intercompany bonds | 10 | 92 836 | 55 033 |
| Financial assets measured at fair value through profit or loss | 14 | 219 984 | 215 488 |
| Cash and cash equivalents | 13 | 1 667 507 | 1 397 632 |
| Assets classified as held for sale | 9 | 8 410 | 8 410 |
| 3 746 613 | 2 970 689 | ||
| TOTAL ASSETS | 18 198 636 | 16 847 310 |
(all amounts in PLN '000, unless specified otherwise)
| Balance as at | ||||
|---|---|---|---|---|
| Note | 30.06.2016 | 31.12.2015 | ||
| EQUITY | ||||
| Share capital | 588 018 | 588 018 | ||
| Share premium | 4 627 673 | 4 627 673 | ||
| Reserve capital from valuation of hedging instruments | (19 586) | 3 980 | ||
| Reserve capital | 2 640 358 | 2 640 358 | ||
| Retained earnings | 2 968 674 | 2 427 976 | ||
| Total equity | 10 805 137 | 10 288 005 | ||
| LIABILITIES | ||||
| Non-current liabilities | ||||
| Loans, borrowings and debt securities | 16 | 5 544 428 | 5 187 381 | |
| Liabilities due to employee benefits | 51 625 | 55 265 | ||
| Derivatives | 16 | 25 822 | - | |
| Provisions for other liabilities and charges | 19 | 8 487 | 10 905 | |
| 5 630 362 | 5 253 551 | |||
| Current liabilities | ||||
| Loans, borrowings and debt securities | 16 | 355 840 | 31 905 | |
| Trade and other liabilities | 619 019 | 582 824 | ||
| Finance lease liabilities | 15 | 43 | ||
| Current income tax liabilities | 6 868 | 85 363 | ||
| Liabilities due to employee benefits | 12 694 | 16 486 | ||
| Liabilities due to an equivalent of the right to acquire shares | ||||
| free of charge | 281 | 281 | ||
| Other financial liabilities | 17 | 459 494 | 327 318 | |
| Provisions for other liabilities and charges | 19 | 308 926 | 261 534 | |
| 1 763 137 | 1 305 754 | |||
| Total liabilities | 7 393 499 | 6 559 305 | ||
| TOTAL EQUITY AND LIABILITIES | 18 198 636 | 16 847 310 |
(all amounts in PLN '000, unless specified otherwise)
Separate statement of profit or loss and other comprehensive income
| For the period | ||||
|---|---|---|---|---|
| 6 months ended 30.06.2016 |
3 months ended 30.06.2016 |
6 months ended 30.06.2015 |
3 months ended 30.06.2015 |
|
| Sales revenue | 2 860 781 | 1 314 375 | 2 811 861 | 1 276 309 |
| Excise tax | (125 169) | (56 707) | (114 679) | (51 215) |
| Net sales revenue | 2 735 612 | 1 257 668 | 2 697 182 | 1 225 094 |
| Other operating revenue | 7 639 | 5 048 | 11 425 | 6 051 |
| Depreciation | (1 784) | (860) | (2 954) | (1 364) |
| Costs of employee benefits Consumption of materials and supplies and |
(27 134) | (12 484) | (23 038) | (13 969) |
| costs of goods sold | (972) | (502) | (757) | (628) |
| Energy and gas purchase for sale | (1 842 413) | (835 393) | (1 781 031) | (794 534) |
| Transmission and distribution services | (753 028) | (349 104) | (745 940) | (345 268) |
| Other external services | (78 772) | (41 091) | (71 657) | (41 159) |
| Taxes and charges Profit/(loss) on sale and liquidation of property, plant and equipment |
(2 012) (8) |
(464) - |
(1 867) 1 011 |
(333) 1 011 |
| Other operating expenses | (15 462) | (8 249) | (28 177) | (22 492) |
| Operating profit | 21 666 | 14 569 | 54 197 | 12 409 |
| Financial expenses | (116 051) | (80 750) | (44 533) | (24 002) |
| Financial revenue | 94 921 | 46 255 | 74 955 | 32 047 |
| Dividend income | 548 874 | 548 874 | 874 236 | 874 236 |
| Profit before tax | 549 410 | 528 948 | 958 855 | 894 690 |
| Income tax | (10 668) | (5 356) | (17 456) | (3 530) |
| Net profit for the reporting period | 538 742 | 523 592 | 941 399 | 891 160 |
| Items that will be reclassified to profit or loss | ||||
| - valuation of hedging instruments | (29 094) | (295) | 66 904 | 66 904 |
| - income tax Items that will not be reclassified to profit or loss |
5 528 | 56 | (12 712) | (12 712) |
| - remeasurement of defined benefit plan | ||||
| - income tax | 2 415 | 2 415 | 7 252 | 7 252 |
| Net other comprehensive income | (459) (21 610) |
(459) 1 717 |
(1 378) 60 066 |
(1 378) 60 066 |
| Total comprehensive income | 517 132 | 525 309 | 1 001 465 | 951 226 |
| Earnings attributable to the Company's shareholders |
538 742 | 523 592 | 941 399 | 891 160 |
| Weighted average number of ordinary shares | 441 442 578 | 441 442 578 | 441 442 578 | 441 442 578 |
| Net earnings per share (in PLN per share) | 1.22 | 1.19 | 2.13 | 2.02 |
| Diluted earnings per share (in PLN per share) | 1.22 | 1.19 | 2.13 | 2.02 |
The separate statement of profit or loss and other comprehensive income should be analyzed together with the notes which constitute and integral part of these condensed interim separate financial statements.
Condensed interim separate financial statements for the period from 1 January to 30 June 2016
(all amounts in PLN '000, unless specified otherwise)
Separate statement of changes in equity
| Share capital (face value) |
Revaluation of share capital |
Total share capital |
Share premium |
Hedging reserve |
Reserve capital |
Retained earnings |
Total equity | ||
|---|---|---|---|---|---|---|---|---|---|
| Balance as at 01.01.2016 | 441 443 |
146 575 | 588 018 |
4 627 673 |
3 980 |
2 640 358 |
2 427 976 |
10 288 005 |
|
| Net profit | 538 742 |
538 742 |
|||||||
| Net other comprehensive income |
(23 566) | 1 956 | (21 610) | ||||||
| Total comprehensive income recognized in period |
(23 566) |
540 698 | 517 132 | ||||||
| Balance as at 30.06.2016 | 441 443 |
146 575 | 588 018 |
4 627 673 |
(19 586) | 2 640 358 |
2 968 674 |
10 805 137 |
|
| Share capital (face value) |
Revaluation of share capital |
Total share capital |
Share premium |
Hedging reserve |
Reserve capital |
Retained earnings |
Total equity | ||
| Balance as at 01.01.2015 | 441 443 |
146 575 | 588 018 |
4 627 673 |
- | 2 151 228 |
4 235 607 |
11 602 526 |
|
| Net profit | 941 399 | 941 399 | |||||||
| Other comprehensive income | 54 192 | 5 874 | 60 066 | ||||||
| Total comprehensive income recognized in period |
54 192 | 947 273 | 1 001 465 |
||||||
| Distribution of the net profit | 489 130 | (489 130) | - | ||||||
| Dividends | 20 | (207 478) | (207 478) | ||||||
| Balance as at 30.06.2015 | 441 443 |
146 575 | 588 018 |
4 627 673 |
54 192 | 2 640 358 |
4 486 272 |
12 396 513 |
The separate statement of changes in equity should be analyzed together with the notes which constitute and integral part of these condensed interim separate financial statements.
(all amounts in PLN '000, unless specified otherwise)
Separate statement of cash flows
| 6 months ended 30.06.2016 |
6 months ended 30.06.2015 |
|
|---|---|---|
| Cash flows from operating activities | ||
| Net profit for the reporting period Adjustments: |
538 742 | 941 399 |
| Income tax in the profit or loss | 10 668 | 17 456 |
| Depreciation | 1 784 | 2 954 |
| Loss / (Gain) on sale and liquidation of property, plant and equipment | 8 | (1 011) |
| (Gain) / Loss on disposal of financial assets | (3 404) | 3 801 |
| Interest income | (76 487) | (62 861) |
| Dividend income | (548 874) | (874 236) |
| Interest expense | 72 454 | 42 448 |
| Impairment loss on shares | 42 000 | - |
| (501 851) | (871 449) | |
| Income tax paid | (158 192) | (177 016) |
| Inflows due to settlements within Tax Group | 139 077 | 112 019 |
| Changes in working capital Inventory |
||
| Trade and other receivables | (74 264) 90 360 |
(108 241) (498) |
| Trade and other liabilities | 166 340 | 412 537 |
| Liabilities due to employee benefits | (5 017) | (6 516) |
| Provisions for other liabilities and charges | 44 974 | 99 850 |
| 222 393 | 397 132 | |
| Net cash flows from operating activities | 240 169 | 402 085 |
| Cash flows from investing activities | ||
| Acquisition of property, plant and equipment and intangible assets | (2 140) | (347) |
| Proceeds from disposal of property, plant and equipment | ||
| and intangible assets | 9 | 1 086 |
| Proceeds from disposal of financial assets | 19 694 | 19 124 |
| Acquisition of financial assets | (477 770) | (828 428) |
| Acquisition of subsidiaries | - | (16) |
| Repayable contribution to the share capital of a subsidiary | (199 899) | - |
| Dividends received | - | 6 340 |
| Proceeds related to future acquisition of financial assets | 3 350 | 5 941 |
| Interests received | 74 419 | 61 190 |
| Net cash flows from investing activities | (582 337) | (735 110) |
| Cash flows from financing activities | ||
| Proceeds from loans and borrowings | 386 974 | 97 644 |
| Proceeds from bond issue | 300 000 | 1 000 000 |
| Payments of finance lease liabilities | (28) | (36) |
| Payments related to future issue of bonds | (2 719) | (7 282) |
| Interests paid | (72 184) | (33 019) |
| Net cash flows from financial activities | 612 043 | 1 057 307 |
| Net increase in cash | 269 875 | 724 282 |
| Balance at the beginning of the reporting period Balance at the end of the reporting period |
1 397 632 1 667 507 |
440 815 1 165 097 |
The separate statement of cash flows should be analyzed together with the notes which constitute and integral part of these condensed interim separate financial statements.
(all amounts in PLN '000, unless specified otherwise)
1. General information about ENEA S.A.
| Name (business name): | ENEA Spółka Akcyjna |
|---|---|
| Legal form: | joint-stock company |
| Country: | Poland |
| Registered office: | Poznań |
| Address: | Górecka 1 Street, 60-201 Poznań |
| National Court Register - District Court in Poznań | KRS 0000012483 |
| Telephone: | (+48 61) 884 55 44 |
| Fax: | (+48 61) 884 59 59 |
| E-mail: | [email protected] |
| Website: | www.enea.pl |
| Statistical number (REGON): | 630139960 |
| Tax identification number (NIP): | 777-00-20-640 |
ENEA S.A., operating under the business name Energetyka Poznańska S.A., was registered in the National Court Register at the District Court in Poznań under KRS number 0000012483 on 21 May 2001.
As at 30 June 2016 the shareholding structure of ENEA S.A. was the following: the State Treasury of the Republic of Poland – 51.5% of shares, other shareholders – 48.5%.
As at 30 June 2016 the statutory share capital of ENEA S.A. equaled PLN 441,443 thousand (PLN 588,018 thousand upon adoption of IFRS-EU and considering hyperinflation and other adjustments) and was divided into 441,442,578 shares.
Trading in electricity is the core business of ENEA S.A. (ENEA, the Company).
ENEA S.A. is the parent company in the ENEA Group (the Group). As at 30 June 2016 the Group comprised of 13 subsidiaries and 9 indirect subsidiaries.
These condensed interim separate financial statements have been prepared on the going concern basis. There are no circumstances indicating that the ability of ENEA S.A. to continue as going concern may be at risk.
2. Statement of compliance
These condensed interim separate financial statements have been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting, as endorsed by the European Union, and approved by the Management Board of ENEA S.A.
The Management Board of the Company has used its best knowledge as to the application of standards and interpretations as well as measurement methods and principles applicable to individual items of the condensed interim
(all amounts in PLN '000, unless specified otherwise)
separate financial statements of ENEA S.A. in accordance with IFRS-EU as of 30 June 2016. The presented statements and explanations have been prepared using due diligence. These condensed interim separate financial statements have been reviewed by a certified auditor.
The Company prepares condensed interim consolidated financial statements of ENEA Group in accordance with IFRS EU as at 30 June 2016 and for the six-month period then ended. These condensed interim separate financial statements ought to be read together with those condensed interim consolidated financial statements and with the separate financial statements of ENEA S.A. for the financial year ended 31 December 2015.
3. Accounting principles
These condensed interim separate financial statements have been prepared in accordance with accounting principles consistent with those applied during the preparation of the most recent annual separate financial statements forthe year ended 31 December 2015.
Polish zloty has been used as a reporting currency of these condensed interim separate financial statements. The data in the condensed interim separate financial statements have been presented in PLN thousand (PLN '000), unless specified otherwise.
4. Materials estimates and assumptions
The preparation of these condensed interim separate financial statements in accordance with IAS 34 requires that the Management Board makes certain estimates and assumptions that affect the adopted accounting policies and the amounts disclosed in the condensed interim separate financial statements and notes thereto. The adopted assumptions and estimates are based on the Management Board's best knowledge of the current and future activities and events. The actual figures, however, can be different from those assumed. The estimates adopted for the needs of preparation of these condensed interim separate financial statements are consistent with the estimates adopted during preparation of the separate financial statements for the previous financial year. The estimates presented in the previous financial years do not exert any significant influence on the current interim period.
5. Composition of the Group – list of subsidiaries
| Name and address of the Company | Share of ENEA S.A. in the total number of votes [%] 30.06.2016 |
Share of ENEA S.A. in the total number of votes [%] 31.12.2015 |
|
|---|---|---|---|
| 1. | ENEA Operator Sp. z o.o. Poznań, Strzeszyńska 58 |
100 | 100 |
| 2. | ENEA Wytwarzanie Sp. z o.o. Świerże Górne, commune Kozienice, Kozienice 1 |
100 | 100 |
| 3. | ENEA Oświetlenie Sp. z o.o. 4 Poznań, Strzeszyńska 58 |
100 | 100 |
| 4. | ENEA Trading Sp. z o.o. Świerże Górne, commune Kozienice, Kozienice 1 |
100 | 100 |
(all amounts in PLN '000, unless specified otherwise)
| Name and address of the Company | Share of ENEA S.A. in the total number of votes [%] 30.06.2016 |
Share of ENEA S.A. in the total number of votes [%] 31.12.2015 |
|
|---|---|---|---|
| 5. | Szpital Uzdrowiskowy ENERGETYK Sp. z o.o. | 100 | 100 |
| Inowrocław, Wilkońskiego 2 | |||
| 6. | ENEA Logistyka Sp. z o.o. | 100 | 100 |
| Poznań, Strzeszyńska 58 ENEA Serwis Sp. z o.o. |
|||
| 7. | Lipno, Gronówko 30 | 100 | 100 |
| ENEA Centrum Sp. z o.o. | |||
| 8. | Poznań, Górecka 1 | 100 | 100 |
| ENEA Pomiary Sp. z o.o. | |||
| 9. | Poznań, Strzeszyńska 58 | 100 | 100 |
| 10. | ENERGO-TOUR Sp. z o.o. in liquidation | 100 | 100 |
| Poznań, Strzeszyńska 58 | |||
| 11. | ENEA Innovation Sp. z o.o. | 100 | 100 |
| Warszawa, Aleja Jana Pawła II 25 | |||
| 12. | Lubelski Węgiel BOGDANKA S. A. | 65.99 | 65.99 |
| Bogdanka, Puchaczów | |||
| 13. | Annacond Enterprises Sp. z o.o. Warszawa, Jana Pawła II nr 25 |
61 | 61 |
| 14. | Przedsiębiorstwo Energetyki Cieplnej Zachód Sp. z o.o. Białystok, Starosielce 2/1 |
1001 | 1001 |
| 15. | Centralny System Wymiany Informacji Sp. z o.o. Poznań, Strzeszyńska 58 |
1003 | 1003 |
| 16. | Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. Oborniki, Wybudowanie 56 |
99.911 | 99.911 |
| 17. | Miejskie Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. Białystok, Warszawska 27 |
86.361 | 86.361 |
| 18. | Miejska Energetyka Cieplna Piła Sp. z o.o. Piła, Kaczorska 20 |
71.111 | 71.111 |
| 19. | EkoTRANS Bogdanka Sp. z o.o. Bogdanka, Puchaczów |
65.992 | 65.992 |
| 20. | RG Bogdanka Sp. z o.o. Bogdanka, Puchaczów |
65.992 | 65.992 |
| 21. | MR Bogdanka Sp. z o.o. Bogdanka, Puchaczów |
65.992 | 65.992 |
| 22. | Łęczyńska Energetyka Sp. z o.o. Bogdanka, Puchaczów |
58.532 | 58.532 |
1– an indirect subsidiary held through interests in ENEA Wytwarzanie Sp. z o.o.
2– an indirect subsidiary held through interests in Lubelski Węgiel BOGDANKA S.A.
3– an indirect subsidiary held through interests in ENEA Operator Sp. z o.o.
4– on 16 June 2016 Extraordinary Shareholders' Meeting of ENEA Oświetlenie Sp. z o.o. changed the company's Deed by changing the company's address to Szczecin 71-080, Ku Słońcu 34. The change of the Deed was registered in the National Court Register on 6 July 2016.
6. Property, plant and equipment
During the 6-month period ended 30 June 2016, the Company acquired property, plant and equipment amounting to PLN 183 thousand (during the period of 6 months ended 30 June 2015: PLN 0 thousand).
During the 6-month period ended 30 June 2016, the Company sold and liquidated property, plant and equipment for the total net amount of PLN 16 thousand (during the period of 6 months ended 30 June 2015: PLN 75 thousand).
(all amounts in PLN '000, unless specified otherwise)
7. Intangible assets
During the 6-month period ended 30 June 2016, the Company acquired intangible assets for the total amount of PLN 757 thousand (during the period of 6 months ended 30 June 2015: PLN 6 thousand).
During the 6-month period ended 30 June 2016, the Company did not complete significant liquidations of intangible assets (during the period of 6 months ended 30 June 2015: PLN 503 thousand net).
8. Investments in subsidiaries
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Opening balance | 8 323 493 | 8 951 265 |
| Acquisition of investments | - | 1 486 240 |
| Repayable contribution to the share capital of a subsidiary | 1 135 966 | - |
| Disposal of investments | - | (8 854) |
| Transfer to assets held for sale | - | (17 487) |
| Change in impairment loss | (42 000) | (2 087 671) |
| Closing balance | 9 417 459 | 8 323 493 |
Impairment loss on investments
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Opening balance | 2 117 775 | 30 104 |
| Addition | 42 000 | 2 089 754 |
| Utilized | - | (1 356) |
| Reclassification to assets held for sale | - | (727) |
| Closing balance | 2 159 775 | 2 117 775 |
On 27 January 2016 the Extraordinary Shareholders' Meeting of ENEA Wytwarzanie Sp. z o.o. adopted a resolution No. 1 referring to the repayable capital contribution in the total amount of PLN 749,672 thousand as follows:
- 1st tranche till 31 March 2016: PLN 199,899 thousand,
- 2nd tranche till 31 July 2016: PLN 349,874 thousand,
- 3rd tranche till 30 November 2016: PLN 199,899 thousand.
On 25 May 2016, the Extraordinary Shareholders' Meeting of ENEA Wytwarzanie Sp. z o.o. adopted a resolution No. 1 referring to the repayable capital contribution in the total amount of PLN 386,294 thousand till 31 May 2016.
On 14 March 2016 and 31 May 2016 ENEA S.A. issued repayable contributions to the share capital of ENEA Wytwarzanie Sp. z o.o. amounting to PLN 1,135,966 thousand (according to the resolutions of the Extraordinary Shareholders' Meeting of ENEA Wytwarzanie Sp. o.o. on 27 Januray 2016 and 25 May 2016). The amount will be used to finance the investment expenditure of ENEA Wytwarzanie Sp. z o.o. The maturity date has not been defined.
As at 30 June 2016 the Company analyzed indicators for impairment of shares in subsidiaries. As a result of the implementation of the act of 20 May 2016 on investments in wind farms, the method for qualifying of fixed assets in wind farms into real property taxation basis shall change starting from 2017. Due to the change in calculating real property taxes, the Company updated the impairment tests performed in 2015 in a subsidiary which deals with energy generation from wind sources and assessed the impact of the increased taxes upon the value-in-use of the shares. Based on the analysis, impairment on shares has been identified of PLN 42,000 thousand. The impairment loss reduced the Company's net result by PLN 42,000 thousand.
(all amounts in PLN '000, unless specified otherwise)
9. Assets held for sale
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Opening balance | 8 410 | 12 876 |
| Acquisition of investments | - | 70 |
| Reclassification from investments in subsidiaries | - | 16 760 |
| Impairment loss | - | (13 087) |
| Disposal of investments | - | (8 209) |
| Closing balance | 8 410 | 8 410 |
During the 6-month period ended 30 June 2016 there were no changes in non-current assets held for sale.
As at 30 June 2016 the shares in Szpital Uzdrowiskowy ENERGETYK Sp. z o.o. are presented as non-current assets held for sale. On the basis of a resolution of the Management Board of ENEA S.A. No. 40/2016 dated 24 February 2016 the Company commenced proceedings related to the sale of shares in Szpital Uzdrowiskowy ENERGETYK Sp. z o.o. in a public invitation to negotiations. The time frame for submission of binding offers ended on 10 May 2016 and at present negotiations with potential investors are carried out.
10. Intercompany bonds
ENEA Group adopted a model of intra-group financing of investments conducted by subsidiaries. ENEA S.A. raises on a financial market long-term funds through borrowing or issuing bonds, and then distributes them within the Group. The table below presents currently ongoing programs of intra-group bonds issue pending as at 30 June 2016 and 31 December 2015:
| Date of contracts | Issuer | Final redemption | Credit limit in PLN '000 |
Amount used in PLN '000 |
Bonds issued as at 30.06.2016 (principal) in PLN '000 |
Bonds issued as at 31.12.2015 (principal) in PLN '000 |
|---|---|---|---|---|---|---|
| 10 March 2011 | ENEA Wytwarzanie Sp. z o.o. | 31 March 2023 | 26 000 | 26 000 | 26 000 | 26 000 |
| 29 September 2011 | ENEA Wytwarzanie Sp. z o.o. | 29 September 2019 |
14 500 | 14 500 | 9 500 | 9 500 |
| 23 July 2012 | ENEA Wytwarzanie Sp. z o.o. | 22 July 2019 | 158 500 | 158 500 | 68 950 | 80 050 |
| 8 September 2012, agreement for the amount of PLN 4,000,000 thousand reduced by annex No. 2 dated 21 January 2015 to the amount of PLN 3,000,000 thousand |
ENEA Wytwarzanie Sp. z o.o. | from 15 June 2020 to 15 December 2020 depending on dates of bond series issue, the remaining amounts at the latest 15 June 2022 |
3 000 000 | 1 501 000 | 1 501 000 | 1 201 000 |
| 20 June 2013 as amended by annex No. 1 dated 9 October 2014 and annex No.2 dated 7 July 2015 |
ENEA Operator Sp. z o.o. | Depending on dates of bond series issue, but not later than 17 June 2030 |
1 425 000 | 1 425 000 | 1 425 000 | 1 425 000 |
| 16 July 2013 as amended by annex No. 1 dated 17 January 2014 and annex No.2 dated 13 July 2015 and the agreement dated 30 May 2016 amending the bond issue terms |
ENEA Wytwarzanie Sp. z o.o. | 31 May 2016 | 936 000 | 936 000 | - | 936 000 |
(all amounts in PLN '000, unless specified otherwise)
| Date of contracts | Issuer | Final redemption | Credit limit in PLN '000 |
Amount used in PLN '000 |
Bonds issued as at 30.06.2016 (principal) in PLN '000 |
Bonds issued as at 31.12.2015 (principal) in PLN '000 |
|---|---|---|---|---|---|---|
| 12 August 2014 in the amount of PLN 260,000 thousand, increased to PLN 1,000,000 thousand by annex No. 1 dated 11 February 2015 and reduced by annex No. 2 dated 30 December 2015 to the amount of PLN 260,000 thousand |
ENEA Wytwarzanie Sp. z o.o. | Redemption in installments – final maturity 15 December 2026 |
260 000 | 260 000 | 260 000 | 260 000 |
| 17 November 2014 | ENEA Wytwarzanie Sp. z o.o. | 31 March 2020 | 740 000 | 350 000 | 350 000 | 350 000 |
| 17 February 2015 in the amount of PLN 760,000 thousand, increased by annex No. 1 dated 3 June 2015 to amount of PLN 1,000,000 thousand |
ENEA Wytwarzanie Sp. z o.o. | 10 February 2020 | 1 000 000 | 1 000 000 | 1 000 000 | 1 000 000 |
| 7 July 2015 | ENEA Operator Sp. z o.o. | Redemption in installments – final maturity 17 June 2030 |
946 000 | 200 000 | 200 000 | 100 000 |
| 30 October 2015 | Miejskie Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. |
Redemption in installments – final maturity 31 March 2020 |
18 000 | 18 000 | 15 000 | 17 000 |
| Total | 4 855 450 | 5 404 550 | ||||
| valuation | Transaction costs and the result of amortised cost | (16 476) | (10 165) | |||
| Total | 4 838 974 | 5 394 385 |
On 8 January 2016, ENEA S.A. acquired the second issue of bonds amounting to PLN 100,000 thousand issued by ENEA Operator Sp. z o.o. under the Bond Issue Programme Agreement of 7 July 2015. The interest of the bonds is based on a floating interest rate. The bonds will be redeemed in installments, and the final date of redemption is planned for September 2030.
On 19 May 2016 ENEA S.A. acquired series VI of bonds of PLN 300,000 thousand issued by ENEA Wytwarzanie under a Programme Agreement of 8 September 2012. The interest of the bonds is based on a floating interest rate, and the bond redemption date is 15 June 2022.
On 30 May 2016 ENEA S.A., ENEA Wytwarzanie Sp. z o.o. and mBank S.A. concluded an agreement to amend the Bond Issue Terms of 13 July 2015, which changed the bond redemption date to 31 May 2016. As of this date, ENEA Wytwarzanie Sp. z o.o. purchased all AII 07/2015 series bonds of PLN 936,000 thousand.
The sums due to ENEA S.A. under the Redemption Price and the Interests due as of the Redemption Date were settled in a non-cash transaction, through mutual compensation:
- ENEA S.A.'s receivables from the Redemption Price and the Interest due as of the Redemption Date of AII072015 series Bonds,
(all amounts in PLN '000, unless specified otherwise)
- ENEA Wytwarzanie Sp. z o.o.'s receivables from ENEA S.A. related to the repayable contribution to the share capital of ENEA Wytwarzanie Sp. z o.o.
11. Allowance on trade and other receivables
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Opening balance of receivables allowance | 52 697 | 53 640 |
| Addition | 9 114 | 27 810 |
| Utilized | (6 164) | (28 753) |
| Closing balance of receivables allowance | 55 647 | 52 697 |
During the 6-month period ended 30 June 2016 the allowance on the carrying amount of trade and other receivables increased by PLN 2,950 thousand (during the period of 6 months ended 30 June 2015 the impairment allowance decreased by PLN 3,688 thousand).
12. Inventory
Certificates of origin
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Opening balance | 152 318 | 116 117 |
| Acquisition | 244 908 | 389 761 |
| Redemption | (170 357) | (343 212) |
| Disposal Sale | (287) | (10 348) |
| Closing balance | 226 582 | 152 318 |
The costs regarding redemption of certificates of origin are presented in the statement of profit or loss within Energy and gas purchase for sale.
13. Cash and cash equivalents
| 34 761 | 2 791 |
|---|---|
| 1 632 746 | 1 394 841 |
| 1 632 696 | 1 394 789 |
| 50 | 52 |
| 1 667 507 | 1 397 632 |
| 1 667 507 | 1 397 632 |
As at 30 June 2016 and 31 December 2015 ENEA S.A. had no restricted cash.
14. Financial assets measured at fair value through profit or loss
As at 30 June 2016 the carrying amount of the portfolio of financial instruments managed by a specialized institution amounted to PLN 220,672 thousand and comprised financial assets measured at fair value through profit or loss -treasury
(all amounts in PLN '000, unless specified otherwise)
bills and bonds in the amount of PLN 219,984 thousand (as at 31 December 2015, carrying amount of the portfolio amounted to PLN 216,826 thousand, including financial assets measured at fair value through profit or loss - treasury bills and bonds in the amount of PLN 215,488 thousand).
15. Financial instruments
The table below presents the fair values as compared to carrying amounts:
| 30.06.2016 | 31.12.2015 | |||
|---|---|---|---|---|
| Carrying amount |
Fair value | Carrying amount |
Fair value | |
| Non-current financial assets available for sale | 38 402 | 38 402 | 23 402 | 23 402 |
| Non-current intercompany bonds Derivatives |
4 746 138 - |
4 833 699 - |
5 339 352 844 |
5 423 882 844 |
| Current intercompany bons Current financial assets measured at fair value through |
92 836 | 84 607 | 55 033 | 49 227 |
| profit or loss | 219 984 | 219 984 | 215 488 | 215 488 |
| Trade and other receivables | 1 565 986 | (*) | 1 048 669 | (*) |
| Cash and cash equivalents | 1 667 507 | 1 667 507 | 1 397 632 | 1 397 632 |
| Non-current loans, borrowings and debt securities | 5 544 428 | 5 596 708 | 5 187 381 | 5 231 070 |
| Derivatives | 25 822 | 25 822 | - | - |
| Current loans, borrowings and debt securities | 355 840 | 347 659 | 31 905 | 26 951 |
| Finance lease liabilities | 15 | 15 | 43 | 43 |
| Other financial liabilities | 459 494 | 459 494 | 327 318 | 327 318 |
| Trade and other liabilities | 455 065 | (*) | 423 060 | (*) |
(*) - The carrying amount of trade and other receivables, trade payables and trade and other liabilities approximates their fair value.
Financial assets available for sale include shares in unrelated parties for which the ratio of interest in equity is lower than 20%, including shares in PGE EJ1 Sp. o.o. in the amount of PLN 23,402 thousand for which there is no quoted market price in an active market and whose fair value - because of the initial phase of the company's activity – is based on incurred cost.
Non-current financial assets held to maturity include acquired debt instruments – bonds with an original maturity exceeding 1 year.
Derivatives comprise the valuation of interest rate hedging transactions (Interest Rate Swap). The fair value of derivatives is determined by calculating the net present value based on two yield curves, i.e. the curve to determine the discount factor and curve used to estimate future rates of variable reference rates.
Current financial assets measured at fair value through profit or loss include an investment portfolio managed by a company specialized in professional cash management (Note 14). The fair value of the investment portfolio is estimated based on market quotations.
Current financial assets held to maturity include acquired debt instruments – bonds with an original maturity not exceeding 1 year.
The table below presents the analysis of financial instruments measured at fair value and classified into the following three levels:
(all amounts in PLN '000, unless specified otherwise)
Level 1 – fair value based on stock exchange prices (unadjusted) offered for identical assets or liabilities in active markets,
Level 2 – fair value determined based on market observations instead of market quotations (e.g. direct or indirect reference to similar instruments traded in the market),
Level 3 – fair value determined using various valuation methods, but not based on observable market information.
| 30.06.2016 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets measured at fair value through profit or loss |
||||
| Non-derivative financial assets held for trading | 219 984 | - | - | 219 984 |
| Total | 219 984 | - | - | 219 984 |
| Financial liabilities measured at fair value through profit or loss |
||||
| Interest Rate Swap used for hedging | - | 25 822 | - | 25 822 |
| Total | - | 25 822 | - | 25 822 |
| 31.12.2015 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets measured at fair value through profit or loss |
||||
| Non-derivative financial assets held for trading | 215 488 | - | - | 215 488 |
| Interest Rate Swap used for hedging | - | 844 | - | 844 |
| Total | 215 488 | 844 | - | 216 332 |
16. Loans, borrowings and debt securities
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Long-term | ||
| Bank loans | 1 584 825 | 1 518 674 |
| Bonds | 3 959 603 | 3 668 707 |
| Total | 5 544 428 | 5 187 381 |
| Short-term | ||
| Bank loans | 325 080 | 3 523 |
| Bonds | 30 760 | 28 382 |
| Total | 355 840 | 31 905 |
| Total loans, borrowings and debt securities | 5 900 268 | 5 219 286 |
Loans
At present ENEA S.A. has loan agreements concluded with EIB for a total amount of PLN 2,371,000 thousand (agreement A for PLN 950,000 thousand, agreement B for PLN 475,000 thousand and agreement C for PLN 946,000 thousand). The funds from EIB are designated for financing of long-term investment plan for the modernization and extension of the power grids of ENEA Operator Sp. z o.o. Funds from Agreement A and B are fully utilized and the availability period for Agreement C is March 2017. Interest rate on loans can be fixed or floating.
(all amounts in PLN '000, unless specified otherwise)
In January 2016, ENEA S.A. received the second tranche of a loan within C Agreement that was awarded by the European Investment Bank in the amount of PLN 100,000 thousand. The loan is denominated in PLN with a floating interest rate based on the WIBOR 6-month plus the Bank's margin. The tranche will be repaid in installments, and the final loan repayment is planned for September 2030.
Bond issue programs
ENEA S.A. concludes agreements for bonds issue programs to finance current operations and investments of ENEA S.A. and its subsidiaries.
| No. | Name of bonds issue programme | Date of the conclusion of programme |
Amount of the programme |
Amount issued as at 30.06.2016 r. |
Amount issued as at 31.12.2015 r. |
Redemption date |
|---|---|---|---|---|---|---|
| 1. | Bonds Issue Programme Agreement with PKO BP S.A., Bankiem PEKAO S.A., BZ WBK S.A. and Bank Handlowy w Warszawie S.A. |
21 June 2012 | 3 000 000 | 1 501 000 | 1 201 000 | Redemption from June 2020 till June 2022. |
| 2. | Bonds Issue Programme Agreement with Bank Gospodarstwa Krajowego |
15 May 2014 | 1 000 000 | 1 000 000 | 1 000 000 | Redemption in installments, final maturity is December 2026. |
| 3. | Bonds Issue Programme Agreement with ING Bank Śląski S.A., PKO BP S.A., Bank PEKAO S.A. and mBank S.A. |
30 June 2014 | 5 000 000 | 1 500 000 | 1 500 000 | Redemption of a given series in February 2020 and September 2021. |
| 4. | Bonds Issue Programme Agreement with Bank Gospodarstwa Krajowego |
3 December 2015 |
700 000 | - | - | Redemption in installments, final maturity is September 2027. |
| TOTAL | 9 700 000 | 4 001 000 | 3 701 000 | |||
| Transaction costs and the result of amortised cost valuation |
(10 637) | (3 911) | ||||
| TOTAL | 9 700 000 | 3 990 363 | 3 697 089 |
In the first half of 2016 ENEA SA did not change the Programme Agreements, neither concluded any new agreements. On 19 May 2016, ENEA S.A. issued VI series of bonds of PLN 300,000 thousand under a Programme Agreement of 21 June 2012. The interest of the bonds is based on a floating interest rate, and the bond redemption date is 15 June 2022.
Interest rate risk hedging transactions
During the 6-month period ended 30 June 2016 ENEA S.A. ENEA S.A. concluded interest rate swap transactions to hedge interest rate risk related to the debt of PLN 1,440,000 thousand. On 30 June 2016 the total value of the IRS's transactions
(all amounts in PLN '000, unless specified otherwise)
amounted to PLN 4,435,000 thousand. Concluded transactions will substantially affect the predictability of the cash relating flows of expenditure and financial costs. The valuation of these financial instruments is presented in "Derivatives".
As at 30 June 2016 the valuation of derivatives amounted to PLN 25,822 thousand.
Financing conditions – covenants
Financing agreements assume compliance by the Company and the Group with certain financial ratios. As at 30 June 2016 and the date of these condensed interim separate financial statements, the Company did not breach the regulations of loan agreements, on the basis of which the Company would be required to early repayment of long-term debt.
17. Other financial liabilities
Cash management in ENEA Group is performed by ENEA S.A., allowing efficient cash surplus management (economies of scale) and reduction of external financing costs. Cash management covers subsidiaries which constitute ENEA Tax Group and is based on "Cash management system between groups of bank accounts" – cash pooling.
Under this service at the end of each day cash surplus from a bank accounts of a participant is transferred to a bank account of the Pool Leader – ENEA S.A. On the next day account balances are reversed and cash transferred back to the bank account of the participant.
18. Deferred income tax
Changes in the deferred tax asset (after the net-off of the asset and liability):
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Opening balance | 63 316 | 25 726 |
| Change recognized in profit or loss | (1 924) | 39 899 |
| Change recognized in other comprehensive income | 5 069 | (2 309) |
| Closing balance | 66 461 | 63 316 |
During the 6-month ended 30 June 2016 , the Company's profit before tax was debited with PLN 1,924 thousand as a result of decrease in net deferred tax asset (during the period of 6 months ended 30 June 2015 the Company's profit before tax was credited with PLN 8,373 thousand as a result of an increase in net deferred tax assets).
(all amounts in PLN '000, unless specified otherwise)
19. Provisions for other liabilities and charges
Non-current and current provisions for other liabilities and charges:
| 30.06.2016 | 31.12.2015 | |||
|---|---|---|---|---|
| Non-current | 8 487 | 10 905 | ||
| Current | 308 926 | 261 534 | ||
| Total | 317 413 | 272 439 | ||
| Provision for non contractual use of property |
Provision for other claims |
Provision for certificates of origin |
Provision for certificates of origin |
|
| Balance as at 01.01.2016 r. | 17 161 | 10 288 | 244 990 | 272 439 |
| Increase in provisions | 207 | 1 668 | 217 501 | 219 376 |
| Provisions used | (51) | (17) | (170 357) | (170 425) |
| Provision reversed | (3 969) | (8) | - | (3 977) |
| Balance as at 30.06.2016 r. | 13 348 | 11 931 | 292 134 | 317 413 |
A description of material claims and contingent liabilities has been presented in note 23.2.
During the 6-month period ended 30 June 2016 the provisions for other liabilities and charges increased by the net amount of PLN 44,974 thousand, mainly due to no fulfilling the obligation related to sale to end users of electricity generated in a renewable source or in cogeneration – lack of a decision of the President of the Energy Regulatory Office regarding the obligation for 2016 obligation (in the period of 6-months ended 30 June 2015, the provisions for other liabilities and charges increased by PLN 99,850 thousand).
20. Dividend
The Company will not pay out the dividend for the financial year from 1 January 2015 to 31 December 2015 due to the net loss incurred in that period. On 27 June 2016, the Extraordinary General Meeting of Shareholders of ENEA S.A. adopted Resolution no. 7 on the coverage of the net loss of PLN 1,116,888 thousand for the financial year from 1 January 2015 to 31 December 2015 from retained earnings.
On 30 June 2015 the General Shareholders' Meeting of ENEA S.A. adopted Resolution no. 7 concerning net profit distribution for the financial period from 1 January 2014 to 31 December 2014 under which the dividend for shareholders amounts to PLN 207,478 thousand. Dividend per share amounted to PLN 0.47.
(all amounts in PLN '000, unless specified otherwise)
21. Related party transactions
The Company concludes transactions with the following related parties:
1. Companies of the ENEA Group
| 01.01.2016 - 30.06.2016 | 01.01.2015 - 30.06.2015 | |
|---|---|---|
| Purchases, including: | 2 178 918 | 2 259 746 |
| materials | 245 | 402 |
| services | 785 454 | 786 672 |
| other (including energy and gas) | 1 393 219 | 1 472 672 |
| Sales, including: | 143 309 | 104 508 |
| energy | 127 604 | 91 245 |
| services | 623 | 705 |
| other | 15 082 | 12 558 |
| Interest income, including: | 73 899 | 60 197 |
| bonds | 73 792 | 60 045 |
| loans | 107 | 152 |
| Dividend income | 548 874 | 874 236 |
| 30.06.2016 | 31.12.2015 | |
| Recivables | 713 870 | 181 534 |
| Liabilities | 380 657 | 732 428 |
| Financial assets - bonds | 4 838 974 | 5 394 385 |
| Other financial liabilities | 459 494 | 327 318 |
In accordance with Corporate Income Tax Act regulations concerning conclusion on transactions under arm's length do not apply to legal entities comprising tax group. Transactions with group entities which are not part of the Tax Group are concluded under arm's length terms and their conditions do not differ from those applied in transactions with other entities.
2. Transactions concluded between the Company and members of its governing bodies fall within two categories:
- those related to the appointment of Members of Supervisory Boards;
- resulting from other civil law agreements.
The value of transactions has been presented below:
| Management Board of the Company | Supervisory Board of the Company | |||
|---|---|---|---|---|
| Item | 01.01.2016 - 30.06.2016 |
01.01.2015 - 30.06.2015 |
01.01.2016 - 30.06.2016 |
01.01.2015 - 30.06.2015 |
| Remuneration under managerial and consultancy agreements |
8 844** | 4 946* | - | - |
| Remuneration relating to appointment of members of management or supervisory bodies |
- | - | 228 | 166 |
| TOTAL | 8 844 | 4 946 | 228 | 166 |
* Remuneration includes bonuses for 2014 paid to the members of the Management Board during the second quarter of 2015 ** Remuneration includes bonuses for 2015 and compensation resulting from non – competition agreements for former members of the Management Board in the amount of PLN 7,105 thousand.
(all amounts in PLN '000, unless specified otherwise)
During the 6-month period ended 30 June 2016 there were no loans granted from the Company's Social Benefits Fund to the members of the Supervisory Board (PLN 0 thousand during the 6-month period ended 30 June 2015). During this period repayments of these loans amounted to PLN 8 thousand (PLN 2 thousand during the 6-month period ended 30 June 2015).
Other transactions resulting from civil law agreements concluded between ENEA S.A. and members of the Company's governing bodies concern only private use of Company's cars by Members of the Management Board of ENEA S.A.
3. Transactions with entities whose shares are held by the State Treasury of the Republic of Poland
ENEA S.A. also concludes business transactions with entities of the central and local administration and entities whose shares are held by the State Treasury of the Republic of Poland.
The transactions concern mainly:
- purchase of electricity and property rights resulting from certificates of origin as regards renewable energy and energy cogenerated with heat from companies controlled by the State Treasury;
- sale of electricity, distribution services and other related fees, provided by the Company both to central and local administration bodies (sale to end users) and controlled by the State Treasury (wholesale and retail sale to end users).
Such transactions are concluded under arm's length terms and their conditions do not differ from those applied in transactions with other entities. As the Company does not keep a register which would allow to aggregate the values of all transactions with state institutions and entities controlled by the State Treasury therefore the turnover and balances with related parties disclosed in these condensed interim separate financial statements do not include data related to transactions with entities controlled by the State Treasury.
22. Future liabilities under contracts concluded as at the end of the reporting period
Contractual obligations related to the acquisition of property, plant and equipment and intangible assets assumed as at the end of the reporting period, not yet recognized in the statement of financial position:
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Acquisition of intangible assets | 447 | 2 097 |
| 447 | 2 097 |
23. Contingent liabilities and proceedings before courts, arbitration or public administration bodies 23.1. Guarantees for credit facilities and loans as well as other sureties granted by the Company
On 1 March 2016, ENEA S.A. – as Guarantor – entered into a contract of surety with Shell Energy Europe Limited. Under this contract ENEA S.A. guarantees liabilities of its subsidiary ENEA Trading Sp. z o.o. concerning purchase of natural gas up to the maximum amount of EUR 3,500 thousand (ca. PLN 15,489 thousand).
(all amounts in PLN '000, unless specified otherwise)
The table below presents actual bank guarantees under the agreements concluded with BZ WBK S.A. and Pekao S.A. to limits specified therein:
| Guarantee date |
Guarante e period |
Company from ENEA Group |
Recipient | Guarantee title | Bank - contractor |
Amount of guarantee in PLN thousand |
|---|---|---|---|---|---|---|
| 2016-01-01 | 2017-02-28 | ENEA S.A. | Górecka Projekt Sp. z o.o. | Rent | BZ WBK S.A. |
1 650 |
| 2015-06-01 | 2017-01-31 | ENEA S.A. | Atrium Tower Sp. z o.o. | Rent | BZ WBK S.A. |
145 |
| 2015-11-24 | 2018-01-31 | ENEA S.A. | AQUA S.A. | Due performance of the contract |
BZ WBK S.A. |
257 |
| 2015-11-27 | 2018-01-31 | ENEA S.A. | Szpital Kliniczny im. H. Święcickiego Uniwersytetu Medycznego in Poznań |
Due performance of the contract |
BZ WBK S.A. |
854 |
| Total of guarantees issued | 2 906 |
The remaining guarantees as st 30 June 2016 amounted to PLN 217 thousand.
The total value of guarantees granted by ENEA S.A. to secure liabilities of ENEA Capital Group companies as at 30 June 2016 amounted to PLN 237,394 thousand.
23.2. Pending proceedings before courts of general jurisdiction
Actions brought by the Company
Actions which ENEA S.A. brought to common courts of law refer to claims for receivables due to supply of electricity and claims for other receivables – illegal consumption of electricity, connections to the power grid and other specialist services rendered by the Company.
As at 30 June 2016, the total of 6,407 cases brought by the Company were pending before common courts for the total amount of PLN 50,349 thousand (7,066 cases for the total amount of PLN 51,978 thousand as at 31 December 2015). None of these cases can significantly affect the Company's net result.
Actions brought against the Company
Actions against the Company are brought both by natural and legal persons. They mainly refer to such issues as compensation for interrupted delivery of electricity, identification of illegal electricity consumption and compensation for the Company's use of real property where electrical devices are located. The Company considers actions concerning non-contractual use of real property not owned by the Company as particularly important.
As at 30 June 2016 the total of 147 cases against the Company were pending before common courts for the total amount of PLN 52,429 thousand (117 cases for the total amount of PLN 18,229 thousand as at 31 December 2015). The provisions related to these cases are presented in note 19.
None of the cases can significantly affect the Company's net result.
(all amounts in PLN '000, unless specified otherwise)
23.3. Motions for settlements of not balanced energy trading in 2012
On 30 and 31 December 2014 ENEA S.A. submitted motions for settlement to:
| Amount in PLN thousand | |
|---|---|
| PGE Polska Grupa Energetyczna S.A. | 7 410 |
| PKP Energetyka S.A. | 1 272 |
| TAURON Polska Energia S.A. | 17 086 |
| TAURON Sprzedaż GZE Sp. z o.o. | 1 826 |
| FITEN S.A. | 207 |
| Total: | 27 801 |
The subject of motions was claim for the payment of electric energy consumed under the system of energy balancing. Claimed companies earned unjustified benefits by refusing ENEA S.A. to issue invoice corrections for 2012.
Till the reporting date five proceedings were conducted but claims of ENEA S.A. were not accepted.
23.4. Dispute with PGE S.A. concerning price for certificates of origin
Before the District Court in Poznań the proceeding brought by PGE Górnictwo i Energetyka Konwencjonalna S.A. is pending against the Company for the payment of PLN 42,351 thousand concerning the payment for purchased certificates of origin. ENEA SA made a deduction from the payment for certificates of origin (by offsetting with invoices for certificates of origin) in respect of a damage caused by PGE GiEK S.A. to ENEA S.A. The damage resulted from the fact that PGE GiEK S.A. did not fulfill the contractual obligation to accede to renegotiate long-term contracts for certificates of origin in accordance with the adaptive clause applicable to both Parties. The adaptive clause is applicable in the event of changes in facts or legal status related to the support scheme for the renewable energy sources based on the obligation to redeem the certificates of origin (incorporating property rights) which result in disruption of the contractual balance and equivalence of benefits for parties, which, in the opinion of ENEA S.A., occurred in the case of contracts with PGE GiEK S.A.
24. The participation in the construction of the atomic power plant programme
On 15 April 2015 KGHM, PGE TAURON and ENEA concluded Share Purchase Agreement in PGE EJ 1. Each of KGHM, TAURON and ENEA acquired from PGE 10% of shares (total 30%) in PGE EJ 1. ENEA paid PLN 16 million for the acquired shares.
On 29 July 2015 the Extraordinary Shareholders' Meeting of PGE EJ 1 adopted a resolution to increase the share capital of the Company approximately by PLN 70 million through issue of 496,450 new shares in the nominal value of PLN 141 each and cover them with cash. According to the decision of the Extraordinary Shareholders Meeting ENEA acquired 49,645 shares in the total nominal value of approximately PLN 7 million, and covered them with cash of approximately PLN 7 million.
In the first half of 2016, KGHM, PGE, TAURON, and ENEA continued their work on the preparation to the construction of the nuclear plant in Poland project.
(all amounts in PLN '000, unless specified otherwise)
The Shareholders Agreement parties predict that subsequent decision on the declaration of further participation of the Parties in the next phase of the project will be taken after the completion of the Initial Phase immediately prior to the decision of the Integrated proceeding.
25. Subsequent events
On July 18, 2016, ENEA S.A., ENEA Operator Sp. z o.o. and Bank PKO Bank Polski S.A. concluded an Executive Agreement for the Bond Issue Program, stipulating the sum of PLN 360,000 thousand. Thereunder, ENEA Operator Sp. z o.o. issued bonds of PLN 360,000 thousand in total amount on July 28, 2016. The bonds were acquired by ENEA S.A.