Audit Report / Information • Feb 27, 2020
Audit Report / Information
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Audit Report on Financial Statements issued by an Independent Auditor
GRENERGY RENOVABLES, S.A. AND SUBSIDIARIES Consolidated Financial Statements and Consolidated Management Report for the year ended December 31, 2019
Translation of a report and consolidated financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails (See Note 28)
To the shareholders of GRENERGY RENOVABLES, S.A.:
We have audited the consolidated financial statements of GRENERGY RENOVABLES, S.A. (the parent) and its subsidiaries (the Group), which comprise the consolidated balance sheet at December 31, 2019, the consolidated income statement, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement, and the notes thereto, for the year then ended.
In our opinion, the accompanying consolidated financial statements give a true and fair view, in all material respects, of consolidated equity and the consolidated financial position of the Group at December 31, 2019 and of its financial performance and its consolidated cash flows, for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union (IFRS-EU), and other provisions in the regulatory framework applicable in Spain.
We conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.
We are independent of the Group in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the consolidated financial statements in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.
Description As described in Note 5 to the accompanying financial statements, on November 8, 2019, the Parent Company acquired all of the shares of Parque Eólico Quillagua, SpA for 7,010 million euros. This Company operates a 95 MW photovoltaic power plant in Chile.
The transaction falls within the scope of IFRS 3, "Business Combinations," and therefore, as explained in Note 5 to the accompanying consolidated financial statements, the identifiable assets acquired, and the liabilities assumed, must be recorded in the Group's consolidated financial statements at their fair value on the acquisition date. The Group has received assistance from independent experts to determine these values.
Given that recording this transaction requires that Group Management make certain judgments and assumptions and due to the significance of the related amounts, we determined this to be a key audit matter.
Our response Our audit procedures included the following:
Description The Grenergy Group carries out a significant part of its business though contracts for the construction of Photovoltaic solar plants. The information on the recognition of revenue from these contracts is provided in Note 4.13 of the accompanying consolidated financial statements.
Since it affects the valuation of uncertified work carried out, which at December 31, 2019 amounts to 6,371 thousand euros, and that it likewise affects an exceedingly relevant amount of the total volume of consolidated revenue, requiring that Group Management make significant estimates related primarily to total costs, costs incurred, completion costs, and the expected profit or loss earned upon project completion, all of which fall within the scope of the criteria established in IFRS 15, "Revenue from Contracts with Customers," we determined this revenue recognition method to be a key audit matter.
Our response Our audit procedures included the following:
Other information refers exclusively to the 2019 consolidated management report, the preparation of which is the responsibility of the parent company's directors and is not an integral part of the consolidated financial statements.
Our audit opinion on the consolidated financial statements does not cover the consolidated management report. In conformity with prevailing audit regulations in Spain, our responsibility in terms of the consolidated management report is to assess and report on the consistency of the management report with the consolidated financial statements based on the knowledge of the Group we obtained while auditing the consolidated financial statements, and not including any information not obtained as evidence during the course of the audit. In addition, our responsibility is to assess and report on whether the content and presentation of the consolidated management report are in conformity with applicable regulations. If, based on the work carried out, we conclude that there are material misstatements, we are required to disclose them.
Based on the work performed, as described in the above paragraph, the information contained in the consolidated management report is consistent with that provided in the 2019 consolidated financial statements and their content and presentation are in conformity with applicable regulations.
On April 3, 2019 other auditors issued their audit report on the 2018 consolidated financial statements, in which they expressed an unqualified opinion.
Responsibilities of the parent company´s directors and the audit committee for the consolidated financial statements
The directors of the parent company are responsible for the preparation of the accompanying consolidated financial statements so that they give a true and fair view of the equity, financial position and results of the Group, in accordance with IFRS-EU, and other provisions in the regulatory framework applicable to the Group in Spain, and for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors of the parent company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The audit committee is responsible for overseeing the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing audit regulations in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
We communicate with the audit committee of the parent company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee of the parent company with a statement that we have complied with relevant ethical requirements, including those related to independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
The opinion expressed in this audit report is consistent with the additional report we issued to the audit committee on February 26, 2020.
Term of engagement
The ordinary general shareholders' meeting held on June 17, 2019 appointed us as auditors for three years, commencing on December 31, 2019.
ERNST & YOUNG, S.L. (Registered in the Official Register of Auditors under No. S0530)
(signed in the original version)
David Ruiz-Roso Moyano (Registered in the Official Register of Auditors under No. 18336)
___________________________
February 26, 2020

Translation of a report issued in Spanish. In the event of a discrepancy, the Spanish language version prevails.
(Euros)
| ASSETS | Notes | 12.31.2019 | 12.31.2018 (*) | EQUITY AND LIABILITIES Notes |
12.31.2019 | 12.31.2018 (*) | |
|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS | 88,044,141 | 18,715,488 EQUITY | 37,097,475 | 25,310,682 | |||
| Intangible assets | Note 7 | 9,445,907 | 2,697,418 CAPITAL AND RESERVES | 37,247,581 | 25,539,372 | ||
| Software | 70,720 | 3,093 Share capital | Note 13.1 | 8,507,177 | 3,645,933 | ||
| Patents, licenses, and trademarks | 9,375,187 | 2,694,325 Issued capital | 8,507,177 | 3,645,933 | |||
| Share premium | Note 13.2 | 6,117,703 | 6,117,703 | ||||
| Property, plant, and equipment | Note 6 | 70,346,859 | 14,774,624 Reserves | Note 13.3 | 15,444,869 | 8,373,059 | |
| Plant and other PP&E items | 1,271,860 | 609,331 (Shares and participation units of the Parent) | Note 13.4 | (3,328,497) | (2,062,970) | ||
| PP&E under construction and prepayments | 69,074,999 | 14,165,293 Profit for the year attributable to the Parent | Note 21 | 11,436,955 | 9,725,962 | ||
| Valuation adjustment | Note 14 | (930,626) | (260,315) | ||||
| Right-of-use assets | Note 8.1 | 4,564,434 | 182,641 Hedging transactions | (477,733) | - | ||
| Exchange profit/(loss) | (452,893) | (260,315) | |||||
| Investments in group companies and associates | Note 9.1 | - | 11,474 Minority interests | Note 15 | (150,106) | (228,690) | |
| Equity instruments | - | 11,474 | |||||
| NON-CURRENT LIABILITIES | 73,437,618 | 9,734,836 | |||||
| Financial investments | Note 9.2 | 188,991 | 92,737 Non-current provisions | Note 16 | 2,748,384 | - | |
| Non-current financial assets | 102,067 | - Borrowings | Note 17 | 67,239,122 | 9,734,836 | ||
| Other financial assets | 86,924 | 92,737 Bonds and other marketable securities | 21,539,686 | - | |||
| Bank borrowings | 41,764,740 | 9,333,447 | |||||
| Deferred tax assets | Note 20 | 3,497,950 | 956,594 Finance lease liabilities | 3,726,447 | 134,854 | ||
| Deferred tax assets | 3,497,950 | 956,594 Other financial liabilities | 208,249 | 266,535 | |||
| Deferred tax liabilities | Note 20 | 3,450,112 | - | ||||
| CURRENT ASSETS | 69,582,869 | 41,856,191 CURRENT LIABILITIES | 47,091,917 | 25,526,161 | |||
| Inventories | Note 10 | 8,851,116 | 11,624,696 Current provisions | Note 16 | 828,909 | 64,150 | |
| Raw materials and other consumables | 1,015,452 | 1,115,309 | |||||
| Plant in progress | 7,777,484 | 10,479,885 Borrowings | Note 17 | 9,642,204 | 7,333,584 | ||
| Prepayments to suppliers | 58,180 | 29,502 Bank borrowings | 4,953,157 | 6,061,848 | |||
| Trade and other receivables | 24,762,622 | 14,596,075 Finance lease liabilities | 692,217 | 27,662 | |||
| Trade receivables for sales and services | Note 11 | 12,419,040 | 12,484,921 Derivatives | 654,429 | - | ||
| Other receivables | 160,220 | 11,817 Other financial liabilities | 3,342,401 | 1,244,074 | |||
| Receivables from employees | 20,290 | 7,486 | |||||
| Current tax assets | Note 20 | 16,112 | - Payables to group companies and associates | Note 18 and 24.1 | - | 333,769 | |
| Other receivables from public administrations | Note 20 | 12,146,960 | 2,091,851 | ||||
| Investments in group companies and associates | 40,512 | 45,830 Trade and other payables | 36,620,804 | 17,763,282 | |||
| Loans to group companies and associates | Note 9.1 and 24.1 | 40,512 | 45,830 Suppliers | 23,388,491 | 10,662,365 | ||
| Financial investments | Note 9.2 | 6,873,062 | 2,360,303 Suppliers, group companies, and associates | Note 22.1 | 5,436 | 27,759 | |
| Loans to companies | - | 2,236,465 Other payables | 1,938,348 | 466,153 | |||
| Other financial assets | 6,873,062 | 123,838 Employee benefits payable | 536,097 | 467,792 | |||
| Accruals | 282,470 | 110,246 Current income tax liabilities | Note 20 | 730,798 | - | ||
| Cash and cash equivalents | Note 12 | 28,773,087 | 13,119,041 Other payables to public administrations | Note 20 | 1,370,551 | 299,458 | |
| Cash | 28,773,087 | 13,119,041 Clients prepayments | Note 11 | 8,651,083 | 5,839,755 | ||
| Accruals | - | 31,376 | |||||
| TOTAL ASSETS | 157,627,010 | 60,571,679 TOTAL EQUITY AND LIABILITIES | 157,627,010 | 60,571,679 |
(*) Restated figures (Note 2.4)
The accompanying Notes 1 to 28 and the Appendixes are an integral part of the consolidated statement of financial position at December 31, 2019 and 2018.
31, 2018 (Euros)
| Notes | 12.31.2019 | 12.31.2018 (•) | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Revenue | Note 26 | 72,289,630 | 26,577,205 |
| Sales revenue | 70,931,791 | 25,567,266 | |
| Revenue from services rendered | 1,357,839 | 1,009,939 | |
| Changes in inventories of finished goods and work in progress | (2,702,401) | 1,009,770 | |
| Work performed by the entity and capitalized | Note 19 | 12,239,733 | 8,190,763 |
| Cost of sales | Note 21 | (62,588,351) | (22,061,075) |
| Consumption of raw materials and other consumables | (62,574,844) | (21,703,217) | |
| Subcontracted work | (13,507) | (357,858) | |
| Other operating income | 51,772 | 68,885 | |
| Ancillary income and other operating income | 51,772 | 68,885 | |
| Employee benefits expense | (4,784,016) | (3,152,305) | |
| Wages, salaries, et al | (4,011,197) | (2,726,285) | |
| Social security costs | Note 21 | (772,819) | (426,020) |
| Other operating expenses | (4,846,025) | (3,617,168) | |
| External services Taxes other than income tax |
Note 21 | (4,028,078) (53,188) |
(3,399,488) (28,137) |
| Losses on, impairment of, and changes in trade provisions | Note 16 | (764,759) | (142,930) |
| Other current management expenses | - | (46,613) | |
| Depreciation and amortization | Note 6 & 7 | (660,945) | (881,431) |
| Impairment losses and gains (losses) on disposal of non-current assets | Note 6 | (290,804) | 9,357,919 |
| Impairment and losses | (291,320) | (2,174,486) | |
| Gains (losses) on disposals | 516 | 11,532,405 | |
| Gains (losses) due to loss of control over consolidated interests | 19,747 | (84,433) | |
| Other gains (losses) | Note 5 | 8,790,226 | - |
| OPERATING PROFIT | 17,518,566 | 15,408,130 | |
| Finance income | Note 21 | 55,019 | - |
| Finance costs | Note 21 | (1,141,769) | (1,559,392) |
| Third-party borrowings | (1,141,769) | (1,559,392) | |
| Currency translation differences | Note 21 | (2,307,056) | (2,798,088) |
| Impairment and gains or losses on disposal of financial instruments | Note 21 | (25,000) | (122,714) |
| Impairment losses | (25,000) | (122,714) | |
| FINANCE COST | (3,418,806) | (4,480,194) | |
| PROFIT BEFORE TAX | 14,099,760 | 10,927,936 | |
| Income tax | Note 20 | (2,663,443) | (1,395,478) |
| CONSOLIDATED PROFIT FOR THE YEAR | 11,436,317 | 9,532,458 | |
| PROFIT (LOSS) ATTRIBUTABLE TO MINORITY INTERESTS | (638) | (193,504) | |
| PROFIT (LOSS) FOR THE PERIOD ATTRIBUTABLE TO THE PARENT | 11,436,955 | 9,725,962 | |
| Earnings (losses) per share | Note 13.6 | 0.48 | 0.41 |
(*) Restated figures (Note 2.4)
The accompanying Notes 1 to 28 and the Appendixes are an integral part of the consolidated statement of income statement at December 31, 2019 and 2018.
(Euros)
| 12.31.2019 | 12.31.2018(*) | |
|---|---|---|
| CONSOLIDATED PROFIT (LOSS) FOR THE PERIOD (I) | 11,436,317 | 9,532,458 |
| Income and expense recognized directly in equity - Currency translation differences - Other - Tax effect |
(18,476) (477,733) - |
(319,917) - - |
| TOTAL INCOME AND EXPENSE RECOGNIZED DIRECTLY IN CONSOLIDATED EQUITY (II) | (496,209) | (319,917) |
| Amounts transferred to consolidated income statement - Currency translation differences - Tax effect |
- 1,492 |
- 4,696 |
| TOTAL AMOUNTS TRANSFERRED TO CONSOLIDATED INCOME STATEMENT (III) | 1,492 | 4,696 |
| TOTAL CONSOLIDATED COMPREHENSIVE INCOME FOR THE PERIOD (1+11+111) | 10,941,600 | 9,217,237 |
| Attributable to: Parent Minority interests |
10,942,238 (638) |
9,410,740 (193,503) |
(*) Restated figures (Note 2.4)
The accompanying Notes 1 to 28 and the Appendixes are an integral part of the consolidated statement of comprehensive income at December 31, 2019 and 2018.
| Share capital |
Share premium |
Reserves | (Parent company shares) |
Profit for the period attributable to the Parent Company |
Valuation adjustment |
Minority interests |
Total | |
|---|---|---|---|---|---|---|---|---|
| BALANCE AT DECEMBER 31, 2017 | 3,645,933 | 6,117,703 | 3,823,537 | (1,133,498) | 3,512,835 | 54,906 | 21,178 | 16,042,594 |
| Adjustments for charges in criteria and misstatements | - | - | - | - | - | - | - | - |
| ADJUSTED OPENING BALANCE 2018 | 3,645,933 | 6,117,703 | 3,823,537 | (1,133,498) | 3,512,835 | 54,906 | 21,178 | 16,042,594 |
| Total consolidated comprehensive income | - | - | - | - | 13,279,402 | (315,221) | (193,503) | 12,770,678 |
| Transactions with shares of the Parent (net) | - | - | 800,410 | (929,472) | - | - | - | (129,062) |
| Increase (reduction) in equity arising from a business | ||||||||
| combination | - | - | - | - | - | - | (6,577) | (6,577) |
| Other changes in equity | - | - | 3,749,112 | - | (3,512,835) | - | (49,788) | 186,489 |
| BALANCE AT DECEMBER 31, 2018 | 3,645,933 | 6,117,703 | 8,373,059 | (2,062,970) | 13,279,402 | (260,315) | (228,690) | 28,864,122 |
| Adjustments for charges in criteria and misstatements | ||||||||
| (Note 2.4) | - | - | - | - | (3,553,440) | - | - | (3,553,440) |
| ADJUSTED OPENING BALANCE 2019 | 3,645,933 | 6,117,703 | 8,373,059 | (2,062,970) | 9,725,962 | (260,315) | (228,690) | 25,310,682 |
| Total consolidated comprehensive income | - | - | - | - | 11,436,955 | (494,717) | (638) | 10,941,600 |
| Capital increase | 4,861,244 | - (4,861,244) | - | - | - | - | - | |
| Transactions with shares of the Parent (net) | - | - | 2,110,720 | (1,265,527) | - | - | - | 845,193 |
| Increase (reduction) in equity arising from a business | ||||||||
| combination | - | - | 96,372 | - | - | (175,594) | 79,222 | - |
| Other changes in equity | - | - | 9,725,962 | - | (9,725,962) | - | - | |
| BALANCE AT DECEMBER 31, 2019 | 8,507,177 | 6,117,703 | 15,444,869 | (3,328,497) | 11,436,955 | (930,626) | (150,106) | 37,097,475 |
The accompanying Notes 1 to 28 and the Appendixes are an integral part of the consolidated statement of changes in equity at December 31, 2019 and 2018
(Euros)
| Notes | 12.31.2019 | 12.31.2018(*) | |
|---|---|---|---|
| A) CASH FLOWS FROM OPERATING ACTIVITIES | |||
| 1. Profit before tax | 14,099,760 | 10,927,936 | |
| 2. Adjustments to profit | (3,654,912) | (3,789,215) | |
| a) Depreciation and amortization (+) | 6 and 7 | 660,945 | 881,431 |
| b) Valuation allowances for impairment losses (+/-). | 291,320 | 2,317,416 | |
| c) Changes in provisions (+/-) | 764,759 | 64,150 | |
| e) Gains (losses) from derecognition and disposal of non-current assets (+/-) | 6 and 7 | (516) | (11,532,405) |
| f) Proceeds from disposals of financial instruments (+/-) | - | ||
| g) Finance income (-) | (55,019) | - | |
| h) Finance expenses (+) | 21 | 1,141,769 | 1,559,392 |
| i) Currency translation differences (+/-) | 21 | 2,307,056 | 2,798,088 |
| j) Change in fair value of financial instruments (+/-). | 25,000 | 122,713 | |
| k) Other income and expenses (-/+) | 5 | (8,790,226) | - |
| 3. Changes in working capital. | 9,177,718 | 6,610,882 | |
| a) Inventories (+/-) | 10 | 2,773,580 | 1,795,999 |
| b) Trade and other receivables (+/-) | 11 | (10,166,547) | 6,140,435 |
| c) Other current assets (+/-) | (166,906) | (19,002) | |
| d) Trade and other payables (+/-) | 14,009,109 | 1,545,284 | |
| e) Other current liabilities (+/-) | (31,376) | (2,851,834) | |
| f) Other non-current assets and liabilities (+/-). | 2,759,858 | - | |
| 4. Other cash flows from operating activities | (3,740,961) | (4,057,308) | |
| a) Interest paid (-) | 21 | (1,141,769) | (1,559,392) |
| c) Interest received (+) | 55,019 | - | |
| d) Income tax receipts (payments) (+/-) | 21 | (2,654,211) | (2,497,916) |
| 5. Cash flows from operating activities (+/-1+/-2+/-3+/-4) | 15,881,605 | 9,692,295 | |
| B) CASH FLOWS FROM INVESTING ACTIVITIES | |||
| 6. Payments on investments (-) | (56,081,472) | (29,349,117) | |
| a) Group companies, net of cash in consolidated companies | 5 | (4,862,103) | (48,162) |
| b) Intangible assets | 7 | (81,501) | - |
| c) Property, plant and equipment | 6 | (46,503,855) | (26,926,181) |
| e) Other financial assets | (4,634,013) | (2,374,774) | |
| 7. Proceeds from disposals (+) | - | 37,135,820 | |
| a) Group companies, net of cash in consolidated companies | - | 23,009 | |
| c) Property, plant and equipment | 6 | - | 37,075,606 |
| e) Other financial assets | 8.2 | - | 37,205 |
| 8. Cash flows from/(used in) investing activities (7+6) | (56,081,472) | 7,786,703 | |
| C) CASH FLOWS FROM FINANCING ACTIVITIES | |||
| 9. Proceeds from and payments on equity instruments | 845,192 | 50,850 | |
| c) Acquisition of equity instruments of the Parent (-) | 13 | (3,882,063) | (1,869,232) |
| c) Disposal of equity instruments of the Parent | 13 | 4,727,255 | 1,920,082 |
| 10. Proceeds from and payments of financial liabilities | 55,039,454 | (7,200,433) | |
| a) Issues (+) | 59,014,369 | 34,741,508 | |
| 1. Bonds and other marketable securities (+). | 21,539,686 | - | |
| 2. Bank borrowings (+). | 17.1 | 34,949,805 | 34,741,508 |
| 4. Other borrowings (+). | 17.2 | 2,524,878 | - |
| b) Repayment and amortization of: | (3,974,915) | (41,941,941) | |
| 2. Bank borrowings (-) | (3,916,629) | (41,941,941) | |
| 4. Other borrowings (-). | (58,286) | - | |
| 12. Cash flows from financing activities (+1-9+/-10-11) | 55,884,646 | (7,149,583) | |
| D) Effect of changes in exchange rates | (30,733) | (163,789) | |
| E) NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS | |||
| (+/-A+/-B+/-C+/- D) | 15,654,046 | 10,165,626 | |
| Cash and cash equivalents at beginning of period | 12 | 13,119,041 | 2,953,415 |
| Cash and cash equivalents at end of year | 12 | 28,773,087 | 13,119,041 |
(*) Restated figures (Note 2.4)
The accompanying Notes 1 to 28 and the Appendixes are an integral part of the consolidated statement of cash flow statement at December 31, 2019 and 2018
GRENERGY RENOVABLES, S.A. ("the Parent") was incorporated in Madrid on July 2, 2007 via public deed, as filed at the Mercantile Register of Madrid in Tome 24.430, Book 0, Folio 112, Section 8, Page M-439.423, 1st inscription. On November 15, 2019 the parent company changed its registered and fiscal office to Rafael Botí, nº 26, Madrid.
The corporate purpose of the Parent and the sectors in which the Grenergy Group performs its activities are as follows: the promotion and commercialization of renewable energy installations, production of electric energy as well as any complementary activities, and management and operation of such renewable energy installations.
At December 31, 2019 the Grenergy Renovables Group is comprised of 111 companies, including the Parent (100 subsidiaries held directly by the Parent and 10 held indirectly via majority shareholdings of a subsidiary). The subsidiaries were consolidated using the full consolidation method. In each of the countries in which the Group operates, its Parent conducts the outsourcing functions arranged under EPC (Engineering, Procurement and Construction), O&M (Operation and Maintenance), and asset-management contracts using company personnel. The remainder of subsidiaries are considered Special Purpose Vehicles (SPVs) where each of the solar plants or wind farms are located. At 2019, total of 82 subsidiaries were inactive.
The shares of the Parent, Grenergy Renovables, S.A., have been listed on the Spanish Alternative Stock Market for Expanding Companies ("MAB-EE") since July 8, 2015. As a consequence of being listed on the MAB-EE, the Parent lost its status as a sole shareholder company, which had been declared during 2014. On November 15, 2019, authorization was given by the shareholders in general meeting to request exclusion from negotiations of their shares on Spain's Alternative Stock Market, while also soliciting their admission to trading of the shares on the Barcelona, Bilbao, Madrid, and Valencia exchanges, as well as inclusion on the Electronic Trading Platform, among other decisions made. As a result, the Board of Directors of Administración de Bolsas y Mercados Españoles, Sistemas de Negociación, S.A. agreed to exclude the 24,306,221 shares from the above market effective December 16, 2019, the same date upon which the shares were admitted for trading on the Barcelona, Bilbao, Madrid, and Valencia exchanges (Note 13).
On March 29, 2019 the Board of Directors of the Parent authorized the Group's annual consolidated financial statements for the year ended December 31, 2018, prepared in accordance with Spanish GAAP and the Standards for the Preparation of Consolidated Financial Statements. Said financial statements were approved by the shareholders in general meeting on June 17, 2019. At that date, the Board of Directors was delegated with the capacity to initiate the steps for requesting admission of the Parent's shares on the Madrid, Barcelona, Bilbao, and/or Valencia stock exchanges. Thus, and in compliance with the Spanish Securities Market Act, the Board decided to apply the International Financial Reporting Standards adopted by the EU ("IFRS-EU") for the first time. On July 23, 2019 the Board of Directors of the Parent authorized the special purpose consolidated financial statements prepared under IFRS-EU for the years 2018, 2017, and 2016.
The Parent is in turn a member of the Daruan Group, the parent of which is Daruan Group Holding, S.L., a company resident in Spain which prepares and publishes the annual consolidated financial statements.
The Daruan Group's annual consolidated financial statements corresponding to the year ended December 31, 2018, as well as the related management and audit reports, were filed at the Madrid Mercantile Register on July 29, 2019.
Subsidiaries included in the consolidation scope and the information on these are presented in Appendix I. of the accompanying financial statements.
The financial statements of the subsidiaries are consolidated with those of the Parent by applying the full consolidation method, thereby eliminating all balances and transactions between consolidated companies during the consolidation process.
The results of subsidiaries acquired or sold during the year are recognized in the consolidated income statement from the effective acquisition or disposal date, as appropriate. Interests owned by third parties in Group equity and third parties' share in profit or loss for the year are recorded under "Minority interests" in the consolidated statement of financial position and consolidated income statement, respectively.
The separate financial statements of the Parent and the subsidiaries used for the preparation of the accompanying consolidated financial statements all refer to the same reporting period.
There are no other companies other than those indicated above which, in accordance with prevailing regulations, form a part of said Group. None of the subsidiaries issued any shares listed on a stock exchange.
The renewable energies sector is a regulated sector which saw fundamental changes in recent years, receiving a new regulatory framework in 2013. Within said framework, the main legislative reference is Act 24/2013, of December 26, on the Electricity Sector, which repealed Act 54/1997 of November 27, on the Electricity Sector.
The new Sector Act (Law 24/2013), published on December 26, 2013, ratified the provisions of Royal Decree-Law 9/2013, eliminating the so-called special regime and proposing a new remuneration regime for facilities that generate power from renewable sources, cogeneration, and waste. The new remuneration regime (known as specific remuneration, to be applied to the new installations exceptionally) is additional to the revenue obtained from the sale of energy in the market and is composed of a term per unit of installed capacity to cover, where applicable, the investment costs which cannot be recovered in the market, and a term for the operation to cover, where applicable, the difference between the operating costs and the market price.
This new specific remuneration is calculated based on a standard installation over the length of its useful regulatory life in the context of the activity performed by an efficient and wellmanaged company, as per the following:
This remuneration regime is underpinned by a "reasonable return" on investment which is defined as the yield on the 10-year sovereign bond plus a spread (which has initially been set at 300 basis points).
The new regime establishes regulatory periods of six years and sub-periods of three years. Every three years there is scope for changing the remuneration parameters related to market price forecasts, factoring in any deviations that may have arisen during the sub-period.
Every six years the standard parameters for installations can be modified, except for the amount of initial investment and the regulatory useful lives, which remain unchanged throughout the life of the installations. Likewise, every six years the interest rate for remuneration can be changed, but only with respect to future remuneration.
The value of the standard investment for the new installations is determined via a competitive procedure.
This new remuneration is applicable from July 2013, the date on which Royal Decree Law 9/2013 entered into force.
On June 6, 2014, Royal Decree Law 413/2014 was published, regulating the production of electric energy from renewable energy sources, cogeneration, and waste. Subsequently, on June 16, 2014, Order IET/1045/2014, of the Ministry for Industry, Energy, and Tourism, was published, approving the remuneration parameters of standard facilities applicable to certain installations that produce electricity from renewable sources, cogeneration, and waste. In accordance with this new regulation, in addition to the revenue obtained from the sale of energy valued at market prices, the installations will receive specific remuneration during their regulatory life composed of a term per unit of installed capacity to cover, where applicable, the investment costs of each standard facility which cannot be recovered by the sale of energy in the market, known as investment remuneration, and a term for the operation to cover, where applicable, the difference between operating costs and revenue from participating in the market for production of a standard facility, known as operational remuneration.
It is worth highlighting that at December 31, 2019 the Group does not own any assets in Spain which could be classified as a renewable energy plant or installation whose remuneration is determined by the aforementioned regulatory framework.
The parent company has focused its efforts on carrying out new developments and building new facilities in Latin America, through the subsidiaries.
On 23 November 2019, Royal Decree-Law 17/2019 of 22 November 2019 was published, adopting urgent measures for the necessary adaptation of remuneration parameters affecting the electricity system and responding to the process for the discontinuance of activities in thermal power plants. The main aspects of this Royal Decree-Law are described below:
At December 31, 2019, the Group did not have any wind farms in operation.
With respect to the regulatory framework in Latin America which will affect operations of the Grenergy Group in Chile, Peru, Mexico, Colombia, and Argentina in the short and medium term, it is worth highlighting that above all else the energy market is a private market without any support in the form of public premiums or subsidies for renewable energies as was the case in Spain some years ago. Thus, there is no regulatory or legal uncertainty with respect to investments in photovoltaic installations or wind farms.
Until now the Group has operated in Chile via photovoltaic installations operated under the regime for small power producers ("SPP"). The SPPs comprise all those means of generation with excess capacity less than or equal to 9 MW, connected via medium voltage networks in the distribution systems. These types of projects make up the short term Grenergy project portfolio in Chile.
The main difference in the commercialization of energy between an SPP and other producers consists in sales made at a stabilized price. This stabilized price is offered by the distributing company to the which the producer sells. This price is in turn set by the National Energy Commission every six months. It is based on the forecast made for marginal costs over the following 48 months for each base price. As it corresponds to an average performance of marginal costs over the next four years and 24 hours a day, this price does not change significantly, remaining stable in comparison with spot prices.
In addition, all producing companies can sign contracts with their clients at freely agreed-upon prices (non-regulated clients) and with the transmission/distribution companies at the base price, determined by the National Energy Commission as explained above. Another type of commercialization of generated energy is via a regulated process for supply tenders involving distributor companies. The distributor companies in turn sell their energy to final regulated clients or to unregulated clients who do not wish to freely agree upon supply contracts with producer companies.
The producing companies must notify the CDEC six months in advance with respect to the option of selling energy they will choose (at the base price or stabilized price). In order to change the option, advance notice of 12 months must be provided, with the minimum term for each option corresponding to four years.
Nonetheless, regulatory changes are currently afoot in the SPP segment which will affect product remuneration schemes (stabilized price), as well as red tape and procedures. Behind the scenes of this change, certain participants consider this stabilized price as tantamount to a cross-subsidy which is no longer necessary to foster the installation of new renewable capacity.
Amendments approved by the Ministry of Energy (Regulations for small-scale generation measures) establish a transitional regime for projects already under the current remuneration scheme, as well as those in late stages of progress. Projects already under operation may continue to receive the current stable price for a period of up to 14 years commencing the entry into force of the newer regulations, which is also applicable to projects in their final stages of development. To be eligible, the projects must be granted connection permission, or present the environmental paperwork within a period of 7 months, while also having obtained the construction declaration prior to 18 months of the entry into force of the new standards. Should the above conditions not be met, new projects will continue at the stable price, although based on a different calculation method, linked to the timeframe during which each sells its energy. The abovementioned amendment is pending approval by the Office of the Comptroller General of the Republic of Chile, and thereby could undergo changes.
The electricity sector in Peru is regulated by the Electricity Concession Law, in accordance with Decree Law No. 25844, Supreme Decree No. 009-93-EM and its modifications and extensions. In accordance with this law, the electric energy sector in Peru is divided into three principal segments: generation, transmission, and distribution. Since October 2000, the Peruvian electricity system has been comprised of the National Interconnected Electricity System ("SEIN" in its Spanish acronym) as well as other connecting systems. The Group supplies renewable electric energy in the segment which belongs to SEIN based on Law No. 28832 of 2006, which ensures the efficient generation of electric energy, introducing important changes in the regulation of the sector.
In accordance with the Electricity Concession Law, the operation of energy generation installations and transmission systems is subject to the regulations of the National Committee for Economic Operations - ("COES-SEIN") so as to coordinate operations at a minimum cost, ensuring the secure supply of electricity, as well as the best use of energy resources.
The COES-SEIN regulates electric energy prices and transmission prices between energy producers, as well as the consideration for owners of the transmission systems.
To foster installation of renewable energy, the Peruvian government has on several occasions held public tenders in which it offered long-term contracts (20 years) with energy prices set at a fixed rate.
During August 2019, the Peruvian government published a new regulation acknowledging fixed capacity, i.e., granting wind power projects the maximum power generated by a generation unit with a high level of security. This is a relevant step forward, considering that generation projects must deliver fixed amounts of energy once a supply contract has been signed. Peru's government is working to publish a regulation which also makes it possible to recognize solar energy as fixed power.
Colombia liberated its electricity sector in 1995 thanks to its Electricity Public Service Act and Electricity Law (both during 1994). Regulation of this market was implemented by the Energy and Gas Regulation Commission. It enacted the basic rules and launched this new approach in July, 1995. The sector separates its activities into the following segments: generation, transmission, distribution, and sales.
Energy purchase-sale transactions between generators and sellers takes place on the wholesale market as defined under Article 11 of Law 143 of 1994, in the following terms: "It is the market in which generators and sellers buy and sell energy and power on the national inter-connected system".
Considering the system's huge proportion of hydraulic generation, as well as the existence of different climatological phenomena in the country which seriously affect the availability of hydraulic resources, the "reliability charge" was created: plants receive an additional amount for their fixed power, which is that which will likely be distributed during a drought year, in which the system guarantees there will be installed capacity to generate the country's demand when necessary. Renewable plants are entitled to receive this additional income for this or part of their annual energy output.
To foster the presence of renewable energy there, the Colombian government has held renewable energy tenders. Long-term contracts at set prices are offered during these bidding processes (listed at the price index) signed with sellers. To boost sellers' interest, the government expects that 10% of energy supplied to regulated users originate from unconventional renewable energy sources.
Argentina's energy sector has undergone three differentiated stages which have impacted its current system. Until 1992, the scheme was based on a centralized market under heavy government control. That year, Law 24,065 went into effect, establishing the bases for creating the following: ENTRE (the National Electricity Regulatory Board), the MEM administration (Wholesale Electricity Market), setting prices on the spot wholesaler market, determining tariffs for regulated businesses, as well as evaluating assets to be privatized.
In 2002, subsequent to the country's financial crisis, the Emergency Law was approved, freezing tariffs (among other measures). This led to a situation in which incentive to invest was strongly dissuaded, with nearly all new generation and transportation projects taken over by the government. However, generation activity continues to be dominated by private-sector participants and is still liberated.
Against a backdrop of energy demand arising due to low private investment, as well as the intention to take advantage of the country's natural resources while also reducing dependence on energy from abroad, new regulations were established declaring electricity production from renewable energy projects of national interest. Specifically, Law 27,191 was approved in 2015, imposed on users consuming 8% of their energy from the above sources in 2017, and up to 20% in 2025. The need for public tenders (under the auspices of the RenovAr plan) was established within the framework of this regulation (the most representative being Law 27,191).
In these tender processes, projects obtain 20-year energy sale PPAs. CAMMESA, the counterparty, is the non-profit entity which oversees the Argentine market; although the contracts are backed by a specific fund created by the Ministry of Energy and Mining, and reports to the World Bank should any claims arise. Apart from the government-backed agreement, RenovAr also offers tax breaks to attract private investment.
The consolidated financial statements and corresponding notes at 2018 were prepared in accordance with the International Financial Reporting Standards (IFRS), IAS 34, adopted for application in the European Union (IFRS-EU), approved by the European Commission and in force at December 31, 2018. In this regard, and in accordance with IFRS 1: "First-time adoption of international financial reporting standards," the first-time application of application of International Financial Reporting Standards (IFRS) was 2016, with January 1, 2016 established as the transition date, with no adjustments or reclassifications made to the annual financial statements under the General Chart of Accounts.
Grenergy's annual 2019 consolidated financial statements were prepared based on the accounting records of Grenergy Renovables, S.A. and remaining entities comprising the Group, in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, in conformity with Regulation (EC) 1606/2002 of the European Parliament and Council.
The annual consolidated financial statements were prepared using the historical cost approach, which were modified by the fair value recognition criteria applied to derivative financial instruments and business combinations.
The preparation of the consolidated financial statements and corresponding notes thereto in accordance with IFRS-EU requires making certain significant accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant.
The directors of the Group prepared the consolidated financial statements based on the principle of going concern.
These consolidated financial statements give a true and fair view of Grenergy's consolidated equity and financial position at December 31, 2019, and the consolidated results of its operations, changes in consolidated equity and consolidated cash flow for the year then ended.
The consolidated financial statements are presented in euros, unless indicated otherwise.
As a consequence of their approval, publication, and entry into force on January 1, 2019, the following standards, interpretations, and modifications adopted by the European Union were applied:
| Approved for use in the European Union | Mandatory application for annual periods beginning on or after: |
|
|---|---|---|
| IFRS 16 - Leases | A new standard which replaces IAS 17 | January 1, 2019 |
| IFRS 9 (Amendment) - Prepayment Features with Negative Compensation |
Permits recognition at amortized cost of certain financial instruments with prepayments |
January 1, 2019 |
| IFRIC 23 Uncertainty over Income Tax Treatments |
Clarifies recognition and measurement as established in IAS 12 when it is uncertain whether tax authorities will accept a certain tax accounting treatment utilized by the entity |
January 1, 2019 |
| IAS 19 (Amendment) - Plan Amendment, Curtailment or Settlement |
These modifications require an entity to use updated actuarial assumptions to determine the service costs for the current period as well as net interest for the remainder of the period |
January 1, 2019 |
| IAS 28 (Amendment) - Long-term Interests in Associates and Joint Ventures |
The amendments clarify application of IFRS 9 to non current interest in an associate or business combination if the equity method is not applied to them |
January 1, 2019 |
| Annual Improvements to IFRSs - 2015- 2017 Cycle |
Minor amendments to various standards | January 1, 2019 |
When applying these standards, interpretations and amendments, the only one with a significant impact on the interim financial statements is IFRS 16.
IFRS 16 - "Leases" supersedes IAS 17, IFRIC 4, SIC-15 and SIC-27. It establishes the principles for accounting treatment of leases using a single balance sheet model for all leases. IFRS 16 took effect on January 1, 2019 and has not been adopted early.
Under IFRS 16 lessees must recognize a financial liability at the present value of the payments due for the remaining term of the lease agreement and a right-of-use asset for the underlying leased asset (by reference to the amount of the associated liability plus any direct upfront costs incurred) in their consolidated statements of financial position.
In addition, IFRS 16 changes how lease expenses are recognized: they are apportioned between the asset depreciation/amortization charges and a finance charge related to the effect of discounting the lease liability to present value. Lessor accounting treatment does not change significantly: they will continue to classify their leases as operating or finance leases depending on the extent to which the risks and rewards of ownership are transferred.
Grenergy has applied the following policies, estimates, and criteria:
It has applied the recognition exemption provided for leases of low-value assets (less than 5,000 US dollars) and short-term leases (leases of 12 months or less).
It has applied the practical expedient provided for in Paragraph C3 of Appendix C of IFRS 16, which states that it is not necessary to reassess whether a contract is, or contains, a lease at the date of initial application.
In sum, the impact of applying IFRS 16 to the consolidated statement of financial position at January 1, 2019 is as follows:
| Thousands of euros | |
|---|---|
| Property, plant, and equipment | (183) |
| Right-of-use assets | 1,582 |
| NON-CURRENT ASSETS | 1,399 |
| Finance lease liabilities | 1,227 |
| NON-CURRENT LIABILITIES | 1,227 |
| Finance lease liabilities | 172 |
| CURRENT LIABILITIES | 172 |
The reconciliation of the operating lease commitments disclosed in the "Operating leases - Lessee" section of Note 7.2 to the special purpose consolidated financial statements prepared under IFRS-EU for the year ended December 31, 2018 and the liabilities recognized at January 1, 2019 in the initial application of IFRS 16 is as follows:
| Thousands of euros | |
|---|---|
| Operating lease commitments at December 31, 2018 | 3,391 |
| Discounted using the corresponding interest rate | (148) |
| Current and low-value leases and others excluded from the IFRS 16 scope | (1,844) |
| Lease liabilities recognized at January 1, 2019 | 1,399 |
From the analysis performed under the scope of IFRS 16, the following were excluded (among others): the portion of the contract leasing the land to the Kosten (Argentina) wind farm, since the lease installments commencing 2020 are fully dependent on the variability of the energy produced (0.8% per year of the energy sold) and, therefore, are not included in the capitalisation model but will be recognised in the consolidated income statement, since these flows cannot be reliably estimated and, therefore, the lease of the Kosten wind farm in phase 2 would not be within the scope of IFRS 16.
The application of IFRS 16 resulted in recognition of lower operating expenses in the interim consolidated financial statements at December 31, 2019, and consequently higher gross operating profits in the amount of 602 thousand euros, as a consequence of operating lease payments which were recognized as operating expenses until application, offset by a greater amortization expense for the new recognized right-ofuse assets in the amount of 396 thousand euros and increased finance expenses for the new lease liabilities in the amount of 106 thousand euros, so that the accounting profit for the period was not significantly affected.
The application of IFRS 16 resulted in recognition of an increased cash flow from operating activities in the consolidated cash flow statement at December 31, 2019, amounting to 100 thousand euros, as a consequence of increased gross operating profits, offset by a decrease in cash flows from financing activities corresponding to the reimbursement of the principal on the new lease liabilities, so that cash flow generation was not affected.
| Mandatory application for annual periods |
||
|---|---|---|
| Standards issued by the IASB pending adoption by the European Union | beginning on or after: | |
| References to the Conceptual Framework for IFRS (Amendment) |
Ensures consistency in the standards and includes a new chapter on measurement, improved definitions and guidelines, and clarifications in important areas such as prudence and assessment of uncertainty |
January 1, 2020 |
| IFRS 3 (Amendment) - Business combinations | New definition of "business" | January 1, 2020 |
| IAS 1 and IAS 8 (Amendment) Definition of | New definition of materiality, ensuring | January 1, 2020 |
| "materiality" | consistency with respect to all standards | |
| IFRS 17 - Insurance Contracts | A new standard which replaces IFRS 4 | January 1, 2021 |
None of these standards and amendments were applied early, and from its preliminary analysis no significant impacts are expected.
The Board of Directors of the Parent is responsible for the information contained in the accompanying consolidated financial statements.
The most significant judgments and estimates necessary for application of the accounting policies described in Note 4 are as follows:
Although these estimates were made based on the best information available regarding the events analyzed, events that take place in the future might make it necessary to change these estimates (upwards or downwards) in coming years. Changes in accounting estimates would be applied prospectively in accordance with the requirements of IAS 8, recognizing the effects of the change in estimates in the corresponding consolidated income statement.
For the purposes of comparing the income statement for 2019 with that for 2018, the effects of the application of IFRS 16 described above must be taken into account.
As indicated in Note 1.1, for all prior periods, as well as for the period ended December 31, 2018, the Group prepared its financial statements in accordance with the Spanish GAAP ("PGC" in its Spanish acronym - General Chart of Accounts and "NOFCAC" in its Spanish acronym - Rules for Preparation of Annual Consolidated Financial Statements).
For purposes of the Parent applying for admission to trading of its shares on the Madrid, Barcelona, Bilbao, and/or Valencia stock exchanges, the Group opted for preparation of the special purpose consolidated financial statements for FY 2018 under international regulations (IFRS-EU).
The figures included at December 31, 2018 differ from those in the consolidated financial statements of the Group authorized by the Board of Directors of the Parent on March 29, 2019 and approved by the shareholders in general meeting on July 23, 2019 as a consequence of the restatement and the change in presentation described below:
Thus, and exclusively for comparative purposes, the consolidated financial statements for the year ended 31 December 2018 were restated as follows:
| STATEMENT OF FINANCIAL POSITION | 12.31.2018 | Reclassifications | 12.31.2018 Restated |
|---|---|---|---|
| CURRENT ASSETS | |||
| Inventories | 6,003,631 | 5,621,065 | 11,624,696 |
| Plants in progress | 4,858,820 | 5,621,065 | 10,479,885 |
| Trade and other receivables | 17,930,825 | (3,334,750) | 14,596,075 |
| Trade receivables for sales and services | 8,265,413 | 4,219,508 | 12,484,921 |
| Other receivables | 7,566,075 | (7,554,258) | 11,817 |
| TOTAL ASSETS | 58,285,364 | 2,286,315 | 60,571,679 |
| STATEMENT OF FINANCIAL POSITION | 12.31.2018 | Reclassifications | 12.31.2018 Restated |
| EQUITY | |||
| Profit for the year attributable to the Parent | 13,279,402 | (3,553,440) | 9,725,962 |
| CURRENT LIABILITIES | |||
| Bonds and other marketable securities | 11,923,527 | 5,839,755 | 17,763,282 |
| Clients prepayments | - | 5,839,755 | 5,839,755 |
| TOTAL EQUITY AND LIABILITIES | 58,285,364 | 2,286,315 | 60,571,679 |
| 12.31.2018 | |||
|---|---|---|---|
| 12.31.2018 | Reclassifications | Adjustments | Restated |
| 26,577,205 | |||
| 25,567,266 | |||
| 1,009,770 | |||
| (22,061,075) | |||
| (21,703,217) | |||
| 9,357,919 | |||
| 11,532,405 | |||
| - | |||
| 15,408,130 | |||
| 13,085,899 | - | (3,553,440) | 9,532,459 |
| 27,286,569 26,276,630 - (26,672,370) (26,314,512) 4,547,502 6,721,988 13,275,558 18,961,570 |
8,465,141 8,465,141 (4,611,295) 4,611,295 4,611,295 4,810,417 4,810,417 (13,275,558) - |
(9,174,505) (9,174,505) 5,621,065 - - - - - (3,553,440) |
In contrast, as a consequence of IFRS 16 becoming effective (Note 2.2), certain balances were restated in the consolidated statement of financial position for the year ended December 31, 2018. The accounting treatment of finance leases prior to the date of first-time adoption, and which correspond to rental contracts for vehicles, is maintained without changes as compared to IAS 17; however, the carrying amount of 183 thousand euros for finance leases recognized under "Property, plant, and equipment" was reclassified to "Right-of-use assets."
The proposal for distribution of the result formulated by the directors of the parent company that will be submitted for approval by the shareholder's meeting is as follows:
| Euros | |
|---|---|
| Basis of Distribution | |
| Profit from the year | 7,182,026 |
| 7,182,026 | |
| Application | |
| To legal reserve | 718,203 |
| To voluntary reserve | 6,225,381 |
| To capitalization reserve | 238,442 |
| 7,182,026 |
All companies over which Grenergy Renovables, S.A. exercises control are considered subsidiaries. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the entity. When assessing whether the Group controls another company, the existence and effect of potential voting rights exercisable at the date to which the assessment relates is taken into account together with possible agreements with other shareholders.
The Group's subsidiaries are consolidated using the full consolidation method: all of their assets, liabilities, income and expenses are included in the consolidated financial statements once the adjustments and eliminations corresponding to intra-group transactions have been performed. Subsidiaries are excluded from consolidation from the date on which they no longer form part of the Group.
The acquisition of subsidiaries is accounted for using the acquisition method. Acquisition cost is the fair value of the assets delivered, equity instruments issued, and liabilities incurred or assumed at the exchange date, plus any costs directly attributable to the acquisition. Any excess of the acquisition cost over the fair value of the identifiable net assets acquired is recognized as goodwill. If the acquisition cost is less than the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statement. The latter case is "advantageous purchases" for which they follow the steps indicated in accordance with IFRS 3.
The intangible assets acquired via a business combination are recognized separately to goodwill if the recognition criteria for assets are fulfilled, that is, if they can be separated or arise from legal or contractual rights and when their fair value can be reliably measured.
Identifiable assets acquired and liabilities or contingent liabilities assumed in a business combination are initially measured at their fair values as of the acquisition date, regardless of the percentage of minority interests.
When loss of control over a subsidiary occurs, for exclusive purposes of the consolidation, the gains or losses recognized in the separate financial statements of the company which is reducing its interests must be adjusted by the amount which arose from the reserves held in consolidated companies and generated from the acquisition date, as well as the amount which arose from income and expenses generated by the subsidiary in the year until the date on which control is lost.
With respect to the interest held by external partners, their interest in equity is recognized under "Equity" as "Minority interests" in the Group's consolidated statement of financial position. Likewise, profit for the year attributable to minority interests is recorded under "Results attributable to minority interests" in the consolidated income statement.
Before proceeding to perform the eliminations upon consolidation, the reporting periods, measurement criteria, and internal operations were standardized.
The Group companies' financial statements correspond to the financial year ended December 31, 2019. The year end of the subsidiary Kosten, S.A. (Argentina) is July 31, 2019; hence, the corresponding adjustments were made to standardize the reporting periods.
In order to standardize internal operations, the amounts recognized for balances arising from internal transactions which were not in agreement, or those for which there were amounts pending recognition, the appropriate adjustments were made to perform the subsequent eliminations.
In order to standardize the groupings, when the structure of the financial statements of a Group company did not agree with that of the consolidated financial statements, the necessary reclassifications were performed.
All the goods, rights, and obligations of foreign companies are translated into euros using the exchange rate prevailing at the closing date to which the financial statements of said companies refer. The balances in the income statements are converted using the exchange rates prevailing at the dates upon which the transactions were carried out, applying an average rate. The difference between the amount of equity calculated as per the above and the amount of equity converted at the historic exchange rates is recorded under equity in the consolidated statement of financial position under "Currency translation differences."
"Goodwill on consolidation or negative consolidation difference" is determined based on the criteria established in Note 4.2, "Business combinations."
Goodwill is not amortized; rather, as indicated in IFRS 3, it is tested for impairment at the end of every reporting period or sooner if there are indications of impairment. Goodwill recognized in a business combination is allocated to the cash-generating units (CGUs) or groups of CGUs in the Group expected to benefit from the synergies of the combination, applying the criteria outlined in section 4.4 herein. Subsequent to initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Subsequent to the standardizations described in the previous section, the reciprocal credits and debits as well as income and expenses, and results from internal transactions not carried out with respect to third parties, were eliminated.
The main changes to the consolidation scope corresponding to 2019 were as follows:
· On February 20, 2019 the following companies were incorporated in Spain: GR Sison Renovables, S.L.U., GR Porron Renovables, S.L.U., GR Bisbita Renovables, S.L.U., GR Avutarda Renovables, S.L.U., GR Colimbo Renovables S.L.U., GR Mandarin Renovables, S.L.U., GR Danico Renovables, SLU, GR Charran Renovables, S.L.U., GR Cerceta Renovables, S.L.U., GR Calamon Renovables, S.L.U., GR Cormoran Renovables, GR Garcilla Renovables, S.L.U., GR Launico Renovables, S.L.U., GR Malvasia Renovables, S.L.U., GR Martineta Renovables, S.L.U., and GR Faisan Renovables, S.L.U.; with share capital of 3,000 euros for each of them. At December 31, 2019 the share capital of these companies was not yet paid in.
· On November 30, 2018, the Parent Company sold its shares in the company GR Chaquihue, S.p.A. The sale of shares contract of the dependent company included clauses that resolved the contract. Therefore, the sale has not been effective until the year 2019, when the park has been connected and then these clauses do not have effect.
The main changes to the consolidation scope corresponding to the year ended December 31, 2018 were as follows:
The Group applies the acquisition method to account for its business combinations. The acquisition date is that on which the Group obtains control of the acquired business. The consideration transferred to acquire a subsidiary includes:
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination, with certain limited exceptions, are measured initially at their acquisition-date fair values. The Group recognizes any non-controlling interests in an acquired entity at the respective acquisition dates at the percentage interest in the fair value of the identified net assets acquired.
Acquisition-related costs are expensed as incurred.
The excess amount of:
Any excess of the over the fair value of the identifiable net assets acquired is recognized as goodwill. Should the above amounts be under the fair value of the acquiree's net identifiable assets, the difference is directly recognized as results as a bargain purchase under "Negative goodwill in business combinations."
Where settlement of any portion of cash payments differ, amounts payable in the future are discounted at fair value at the exchange date. The incremental borrowing rate of interest is the discount rate applied, which is that which is obtainable for a similar loan agreement from an independent financial institution, under comparable terms and conditions.
The contingent consideration is classified as equity or a financial liability. Amounts classified as financial liabilities are subsequently remeasured at fair value, with changes in the fair value recognized under results.
If the business combination is achieved in stages, the acquisition-date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Intangible assets are considered to be identifiable non-monetary assets, without physical substance, which arise as a result of a legal business or are developed internally. Only those assets are recognized whose cost can be estimated reliably and from which the Group considers it probable that future economic benefits will be generated.
Intangible assets are initially recognized at acquisition or production cost, and subsequently they are measured at cost less any accumulated amortization and impairment losses.
Patents, licenses, and trademarks are initially measured at acquisition price and are amortized on a straight-line basis over the estimated length of their useful lives (25 years).
This heading includes amounts paid to acquire software and licenses to programs and computer applications, provided the Group plans to use them for several years. They are amortized systematically on a straight-line basis over a period of four years.
Expenses for maintenance or global reviews of the systems, or recurring expenses as a consequence of the modification or upgrading of these applications, are recognized directly as expenses in the year in which they are incurred.
PP&E items correspond to the assets owned by the Group for use in production and provision of goods and services or for administrative purposes and which are expected to be used during more than one period.
The assets comprising PP&E are recognized at acquisition cost (updated as per various legal provisions if applicable) or production cost, less accumulated depreciation and any impairment losses.
Likewise, "PP&E under construction" includes those expenses relating to the development and construction of certain installations which are still in the process of construction, in their initial phases of design, development, and construction, and which will be operated by the Group once they have started up.
The cost of PP&E constructed by the Group is determined following the same principles applied to acquisitions. Capitalized production costs are recognized under "Work performed by the entity and capitalized" in the consolidated income statement.
Costs incurred to enlarge, upgrade, improve, substitute or renovate PP&E items which increase productivity, capacity or efficiency, or extend the useful life of the asset, are recognized as a greater cost of said assets with the corresponding derecognition of the assets or items that have been substituted or renovated.
The acquisition cost of the PP&E items which require a period of more than one year to be readied for use includes those financial expenses accrued before being readied for use. No corresponding amounts were recorded in this respect during the period. In contrast, finance interest accrued subsequent to said date or used for financing the remaining PP&E items do not increase the acquisition cost and are recognized in the consolidated income statement for the year in which they accrue.
The costs incurred for refurbishing leased premises are classified as installations, and are depreciated systematically on a straight-line basis over a period of 8 years, never exceeding the duration of the lease agreement.
Conservation, repair, and maintenance expenses that do not increase the useful lives of assets are charged to the consolidated income statement of the year in which they are incurred.
Depreciation is calculated systematically on a straight-line basis so as to write off the acquisition or production cost over the estimated useful life of each asset, less the residual value, as follows:
| Years of useful life | |
|---|---|
| Machinery | 5-12 |
| Plant and tools | 25-33 |
| Transport equipment | 5-10 |
| Furniture and fixtures | 10 |
| Data processing equipment | 4 |
| Other PP&E | 6-8 |
The values and remaining life of these assets are reviewed at each reporting date and adjusted if necessary.
At the end of each period, the Group analyzes whether there are any indications that the carrying amounts of its PP&E assets exceed their corresponding recoverable amounts, that is, whether any of them are impaired. For those assets identified, it estimates the recoverable amount, which is understood to be the greater of (i) fair value less necessary sales costs and (ii) value in use. Where the asset does not generate cash flows independently of other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount thus determined is lower than the asset's carrying amount, the difference is recognized in the consolidated income statement, reducing the carrying amount of the asset to the recoverable amount, and future depreciation charges are adjusted in proportion to the adjusted carrying amounts and the new remaining useful life, should a new estimate be necessary.
Similarly, if there is an indication of recovery in the value of an impaired asset, the Group recognizes the reversal of the impairment loss previously recorded and adjusts the future depreciation charges accordingly. Under no circumstances will said reversal result in an increase in the carrying amount of the asset exceeding that amount that would have been recognized had no impairment losses been recognized in previous years.
The gain or loss arising from the disposal or derecognition of a PP&E item is calculated as the difference between the consideration received and the carrying amount of the asset, and is included in the consolidated income statement of the year in which the change occurs.
At inception of a contract, the Group assesses whether it is a lease agreement or includes a lease. A contract is a lease agreement, or contains a lease, when it transfers the right to control use of an identified asset for a period of time in exchange for consideration.
The lease term is the non-cancelable period, taking into account the initial term of each contract, unless Grenergy has the unilateral option of extending or terminating the contract and it is reasonably certain that it will exercise that option, in which case the corresponding extension or early termination terms are factored in.
Grenergy subsequently again assesses whether the contract is a lease agreement or contains a lease only if the terms and conditions agreed upon in the contract change.
For each of the lease agreements in which it is the lessee, Grenergy will recognize a right-ofuse asset and a financial lease liability (Note 4.6 y 4.7).
In the case of lease agreements in which it is the lessor, Grenergy will classify them as either operating leases or finance leases.
A lease is classified as a finance lease when Grenergy substantially transfers all the risks and rewards incidental to ownership of the underlying asset to the client. A lease is classified as an operating lease when the risks and rewards incidental to ownership of the underlying asset are not substantially transferred.
Subsequently, the lessor recognizes finance income over the term of the lease so that it obtains a constant interest rate for each period with respect to the pending net finance investment relating to the lease (leased asset). Further, the lessor applies the lease payments against the gross investment in order to reduce both the principal as well as the accrued finance income.
The Group recognizes a right-of-use asset at the inception date of the lease agreement. The cost of the right-of-use asset includes the initial amount of the lease liability, any direct initial costs, payments for leases made prior to the inception date, as well as any dismantling costs related to the asset. Subsequently, the right-of-use asset is recognized at cost less accumulated amortization/depreciation and, if applicable, the associated impairment provision, adjusted to reflect any subsequent valuation or modification of the lease.
The Group applies the extension for leases in the short term (defined as leases with a duration less than or equal to 12 months) and leases of low-value assets. For these leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the lease term, unless a different approach more faithfully reflects the time pattern over which the economic benefits of the leased asset are consumed.
The right-of-use assets are depreciated/amortized on a straight-line basis over the shorter period of the lease term and the useful life of the underlying asset. If a lease involves transfer of ownership of the underlying asset or the cost of the right-of-use asset reflects the intention of the Group to exercise a purchase option, the asset related to the right-of-use is depreciated/amortized over the useful life of the underlying asset. Depreciation/amortization starts from the inception date of the lease.
A financial instrument is any contract that simultaneously gives rise to a financial asset for one entity and a financial liability or equity instrument for another entity. The Group only recognizes financial instruments in the statement of financial position when it becomes party to such a type of contract.
In the accompanying consolidated statement of financial position, financial assets and liabilities are classified as current depending on whether their maturity is equal to or less than twelve months from the reporting date. In the case of longer maturities, they are classified as non-current.
The financial assets and liabilities which the Group most frequently owns are the following:
Based on the characteristics of the contractual cash flows and the entity's business model for managing its financial assets, the Group recognizes the financial assets it holds in the following categories:
a) Assets at amortized cost: these financial assets are held in order to collect contractual cash flows which, based on their contractual terms, give rise to cash flows on specified dates that are solely payments of principal and interest.
This category includes "Trade and other receivables" which are measured at the moment of their recognition in the statement of financial position at market value and subsequently at amortized cost utilizing the effective interest rate. The Group recognizes the corresponding impairment provisions for any differences between the amount of its accounts receivable it reasonably expects to recover and their carrying amounts in accordance with the previous paragraph. The Group recognizes an impairment provision for these items in accordance with the expected losses. As indicated in Note 2.2 the Group has carried out an analysis of expected losses and concluded that this IFRS does not have any significant effect on the consolidated financial statements for the periods reported on in 2019 and 2018.
b) Financial assets at fair value through other comprehensive income: these are assets held with the objective of both obtaining contractual cash flows from them and selling them, and, based on the contractual clauses, the cash flows are received on specified dates that are solely payments of principal and interest. Interest, impairment losses, and translation differences are recognized in the consolidated income statement as per the amortized cost model. The remaining changes in fair value are recognized in consolidated equity balances and can be reclassified to the consolidated income statement when sold.
However, in the cases of equity instruments, provided they are not held for trading, they can be measured under this category without the amounts recognized in consolidated equity subsequently being reclassified to the consolidated income statement upon their sale, with only dividends received being recognized in the consolidated income statement.
c) Financial assets at fair value through profit or loss: this category includes the remaining financial assets not described in the previous categories.
Financial liabilities are classified based on the agreed-upon contractual terms and taking into account the economic substance of the corresponding transactions.
· Bank borrowings and other remunerated financial liabilities: Loans, bank overdrafts, obligations, and other similar instruments which accrue interest are initially recognized at fair value, which is equivalent to the cash received net of directly attributable transaction costs incurred. Finance expenses accrued, including premiums payable on settlement or redemption and direct issue costs, are recognized in the consolidated income statement using the effective interest rate method, increasing the carrying amount of the financial liabilities to the extent that they are not settled in the period in which they accrue. Said expense likewise include loans at zero interest, recognized at their nominal amounts given that they do not significantly differ from fair value.
Loans repayable in the short term, but whose long-term refinancing is assured at the discretion of Group through available long-term credit facilities, are classified as noncurrent liabilities in the accompanying consolidated statement of financial position.
On the other hand, loans associated with projects that are classified as "Inventories" are classified as current liabilities.
· Trade receivables: The Group's trade receivables in general do not mature in more than one year and do not accrue explicit interest, and are recognized at their nominal value, which is not significantly different to their amortized cost.
The Group derecognizes a financial liability, or a part of the financial liability, as soon as the obligations relating to the corresponding contract have either expired or been settled or canceled.
The substantial modifications of initially-recognized financial liabilities are accounted for as a cancellation of the original financial liability and the recognition of a new financial liability, provided the related conditions of the instruments are substantially different. The Group recognizes the difference between the carrying amount of the financial liability, or part of that liability, that has been extinguished or assigned to a third party and the consideration paid, including any assets assigned (other than cash) or liabilities assumed, in the consolidated income statement.
An equity instrument is any contract that evidences a residual interest in the Group's assets after deducting all of its liabilities.
The equity instruments issued by the Parent are recognized in equity at the amount received net of any issuance costs.
Ordinary shares are classified as equity. No other shares exist.
Costs directly attributable to the issue of new shares are recognized under "Equity" are deducted of the total amount.
Transactions involving treasury shares in 2019 and 2018 are summarized in Note 13.4. They are deducted from equity on the accompanying 2019 and 2018 consolidated statements of financial position.
When the Group acquires or sells own equity instruments, the amount paid or received is recognized directly in consolidated net equity. No gains or losses are recognized under profit or loss on the purchase, sale, or cancellation of the Group's equity instruments.
The Parent's shares are measured at average acquisition price.
The Group has Grenergy Renovables, S.A. share option plans granted to certain employees.
The ceded shares are considered own equity instruments under IFRS 2. Therefore, they are measured at fair value on the concession date, and charged to results using the straight-line method over the life of the plan, depending on the different vesting period of the share options, with a charge to equity.
As market prices are not available, the value of share options was determined using valuation
techniques contemplating all factors and circumstances which, between independent and perfectly informed parties, they would have applied to fix their value.
This heading in the accompanying consolidated statement of financial position includes cash in hand, demand deposits at credit entities and other short-term highly liquid investments with original maturities of three months or less. The bank overdrafts are classified as borrowings under current liabilities in the accompanying consolidated statement of financial position.
At the inception date of the lease, the Group recognizes a lease liability at the present value of the lease payments to be made over the lease term, discounted using the implicit interest rate of the lease or, if this cannot be easily determined, the incremental borrowing rate.
The lease payments to be made include fixed payments less any receivable lease incentives, variables which depend on an index or rate, as well as guarantees for the residual value expected to arise, the exercise price of a purchase option if it is expected to be exercised, as well as termination penalty payments, if the term of the lease reflects the intention of the lessor to exercise an option to terminate the lease.
Any other variable payment is excluded from recognition of the lease liability and the right-ofuse asset.
Subsequently, the lease liability is increased by the interest on the lease liability, reduced by the payments made. Likewise, the liability will again be measured if there are any modifications to the amounts payable and the lease duration.
The Group's activities expose it to financial risks arising mainly from changes in interest rates. To hedge these exposures, the Group uses interest rate swaps. The Group does not use derivative financial instruments for speculative purposes, irrespective of the fact that in certain cases the conditions for applying hedge accounting are not met.
Derivatives are initially recognised at fair value and the required valuation adjustments are subsequently made to reflect their fair value at each point in time, and are recognised under "Current or Non-Current Financial Assets - Derivatives" in the consolidated statement of financial position if they are positive and under "Current or Non-Current Liabilities - Derivatives" in the consolidated statement of financial position if they are negative.
The gains or losses arising from these fluctuations are recognised in the consolidated income statement for the year, unless the derivative instruments have been designated as accounting hedges and the hedge is highly effective, in which case they are recognised as follows:
the tax effect, under "Adjustments for Changes in Value" in equity in the consolidated statement of financial position. The cumulative gain or loss on this heading associated with the derivative is transferred to the consolidated income statement as the hedged item affects the Group's income statement or in the year in which the hedge is disposed of, and the effect is recognised under the same heading in the consolidated income statement.
In the case of hedges of firm commitments or future transactions that result in the recognition of a non-financial asset or a non-financial liability, the cumulative gain or loss in equity associated with the derivative instrument is taken into account in determining the initial value of the asset or liability that generates the hedged item.
Conversely, the portion of the changes in the fair value of the derivative financial instrument that is determined to be ineffective is recognised immediately in the consolidated income statement.
This type of hedge relates mainly to derivatives contracted to convert floating rate financial debt into fixed rate financial debt.
· Hedge accounting is discontinued when the hedging instrument expires, is sold, terminated or exercised or no longer qualifies for hedge accounting. At that time, the cumulative gain or loss in equity under "Adjustments for Changes in Value" remains in equity until the hedged transaction is completed, at which time the gain or loss on the transaction is adjusted. If the hedged transaction is ultimately not expected to occur, the gain or loss recognised in equity is recognised in the consolidated income statement for the year.
Derivatives embedded in other financial instruments or other host contracts are accounted for separately when their characteristics and risks are not closely related and provided that the aggregate is not being carried at fair value with changes in fair value recognised in the consolidated income statement.
The fair value of the various derivative financial instruments is calculated using the following procedures:
Inventories are measured at the lower of cost or net realizable value. The cost of finished products and products in progress includes design costs, raw material and direct labor costs, as well as any other direct costs and general production overheads (based on the normal working capacity of the production methods), and interest expenses. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable sales costs.
Fixed assets (basically installations and civil engineering works) at the photovoltaic solar plants of subsidiaries included in the consolidation scope, meant for sale, are classified as inventories including reimbursable external finance expenses until they have been readied for operations.
The Group assesses the net realizable value of its inventories at each reporting date, recognizing any impairment losses as required if they are overstated. When the circumstances which gave rise to recognition of impairment losses on inventories no longer hold or there is clear evidence justifying an increase in the net realizable value due to changes in economic circumstances, the previously recognized impairment losses are reversed. This reversal is limited to the lower amount corresponding to cost or net realizable value of the inventories. Both impairment losses on inventories as well as their reversal are recognized in the consolidated income statement for the period.
The photovoltaic assets owned by the Group are initially classified as inventories, given that the directors consider that they will be sold. Where a decision is initially made to operate a photovoltaic solar plant, it then becomes apt for classification as PP&E. Should a photovoltaic plant previously-classified as inventory spend a year since construction without having been sold, it is then reclassified under the heading "Property, plant, and equipment."
The balances included in the consolidated financial statements and the corresponding notes thereto for each of the Group's entities are measured using the currency of the main economic environment in which they operate ("the functional currency"). Group companies use the currencies of the countries in which they are located as their functional currency, apart from Grenergy Atlantic, S.A., Kosten, S.A., and Parque Eólico Quillagua, SpA, which uses the US dollar as its functional currency. This is due to the fact that they are reference in US currency, with investments and the majority of its expenses in this denomination.
The consolidated financial statements of the Group are presented in euros, unless explicitly stated otherwise.
As the Group's functional currency is the euro, all balances and transactions denominated in currencies other than the euro are deemed to be denominated in foreign currency. Said transactions are recognized in euros applying the spot exchange rates prevailing at the transaction dates.
At financial year end, the monetary assets and liabilities denominated in foreign currencies are converted to euros utilizing the spot exchange rate prevailing at said date in the corresponding currency markets.
The gains or losses obtained from settling transactions denominated in foreign currency and the conversion at closing date exchange rates of the monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated income statement for the year under "Currency translation differences".
The exchange rates against the euro (EUR) of the Group companies' main currencies at December 31, 2019 and December 31, 2018 were as follows:
| December 31, 2019 | December 31, 2018 | |||
|---|---|---|---|---|
| Closing exchange rate |
Cumulated average rate (1) |
Closing exchange rate |
Cumulated average rate (1) |
|
| American Dollar (USD) | 1.12 | 1.12 | 1.15 | 1.18 |
| Argentine Peso (ARS) | 67.27 | 67.27 | 43.11 | 43.11 |
| Brazilian Real (BRL) | 4.52 | 4.41 | 4.44 | 4.31 |
| Chilean Peso (CLP) | 845.31 | 786.7 | 794.63 | 757.34 |
| Mexican Peso (MXN) | 21.22 | 21.56 | 22.49 | 22.71 |
| Australian Dollar (AUD) | 1.60 | 1.61 | 1.62 | 1.58 |
Income tax expense for the year is calculated as the sum of current tax, resulting from applying the corresponding tax rate to taxable income for the year (after applying any possible tax deductions), and any changes in deferred tax assets and liabilities.
The tax effect relating to items directly recognized in equity is recognized under equity in the consolidated statement of financial position.
Deferred taxes are calculated in accordance with the liability method, considering the temporary differences that arise between the tax bases of assets and liabilities and their carrying amounts, applying the regulations and tax rates that have been approved or are about to be approved at the reporting date and which are expected to apply when the corresponding deferred tax asset is realized or deferred tax liability is settled.
Deferred tax liabilities are recognized for all taxable temporary differences except for those arising from the initial recognition of goodwill or other assets and liabilities in a transaction that is not a business combination and affects neither taxable profit or accounting profit. Deferred tax assets are recognized when it is probable that the Group will generate sufficient taxable profit in the future against which the deductible temporary differences or the unused tax loss carryforwards or tax assets can be utilized.
At each reporting date the Group reviews the deferred tax assets and liabilities recognized to verify that they remain in force, making any appropriate adjustments on the basis of the results of the analysis performed.
The Spanish companies which belong to the Group file their tax returns under a consolidated regime, together with the parent of the Group, Daruan Group Holding, S.L. and the remaining companies that make up the tax group comprised of Daruan Group Holding, S.L. and subsidiaries, with tax identification number 0381/14. Thus, the deductions on payable taxes affect the calculation of the Group's tax obligations by the effective amount applicable under the consolidated tax regime and not by the amount that would result under an individual tax regime.
On December 16, 2019, the Parent placed a package of private shares on the market, by virtue of which the Company's majority shareholder, Daruan Group Holding, S.L., now is holds a majority, with 68% of the shares (Note 12). Therefore, and as a result of a 70% ownership decrease, the Parent and its Spanish subsidiaries no longer belong to Daruan Group Holding, S.L. and subsidiaries; as a result, each files separate corporation tax returns.
Revenue derived from contracts with customers is recognised based on compliance with performance obligations with customers in accordance with IFRS 15.
Revenue reflects the transfer of goods or services to customers at an amount that reflects the consideration to which Naturgy expects to be entitled in exchange for such goods or services.
Five steps are established for the recognition of revenue:
Based on this recognition model, sales are recognised when products are delivered to the customer and have been accepted by the customer, even if they have not been invoiced, or if applicable, services are rendered, and it is probable that the economic benefits associated with the transaction will flow to the entity. Revenue for the year includes the estimate of the energy supplied that has not yet been invoiced.
Expenses are recognised on an accruals basis, immediately in the case of disbursements that are not going to generate future economic profits or when the requirements for recording them as assets are not met.
Sales are stated net of tax and discounts and transactions between Grenergy companies are eliminated.
b) Income from construction contracts
For engineering, procurement and construction contracts (EPC contracts), carried out on land owned by third parties, in general, the performance obligations that the Group performs are satisfied over time and not at a specific time, since:
For EPC contracts, in the absence of significant deviations from actual and budgeted costs, Grenergy recognizes revenue, as a general rule according to the "Input-based method" or "Degree of progress on costs", recognizing ordinary revenue based on the efforts or costs that the Group has allocated to meet the performance obligation in relation to the total costs planned to meet the performance obligation. Losses which may arise on the contracted projects are recognized, in their totality, at the moment said losses become apparent and can be estimated. The difference between revenue recognized for a project and the amount invoiced for that project is recognized in the following manner:
Income from the sale of the solar farms is recognized when the ownership of the underlying goods and services have been transferred to the buyer to meet the performance commitment.
Specifically, the sale of farms with PP&E classified under "Inventories" (Note 4.10) is recognized under "Revenue" on the consolidated income statement as the sum of the price of the photovoltaic park's shares, plus the amount of its net debt (total debt less working capital); at the same time, "Inventories" are derecognized with a charge to "Changes in inventory of finished goods and work in progress" on the consolidated income statement. The difference between these two amounts is the operating profit on the sale.
The sale of shares in solar plants deemed 100% ready to build takes place when the buyer has been transferred the control of the underlying services for the performance obligation and sale to be considered legally irrevocable. The existence of termination rights are also taken into account in this regard.
d) Revenue from the rendering of services
Revenue from rendering of services, such as those related to operation and maintenance agreements and photovoltaic park administration are recorded when the entity satisfies a performance obligation by transferring a promised good or service to a customer, regardless of when actual payment or collection occurs.
An preparing the consolidated financial statements, the Directors of the Parent made a distinction between:
The consolidated financial statements of the Group record all significant provisions with respect to which it considers there is a high probability that the related obligation will have to be met. These liabilities are quantified based on the best information available at the reporting date regarding the consequences of the triggering event and taking into account the time value of money, if significant.
Their allocation is made with a charge against the consolidated income statement for the year in which the obligation arises (legal, contractual, or implicit), and can be fully or partially reversed with a credit to the consolidated income statement when the obligations cease to exist or decrease.
The Group recognises a provision for the costs of dismantling solar and wind farms. Dismantling costs are determined as the present value of the expected costs to settle the obligation using estimated cash flows and are recognised as part of the cost of the asset. Cash flows are discounted at a pre-tax discount rate that reflects the specific risks of the dismantling obligation. The reversal of the discount is recognised in the income statement as a finance cost as it occurs.
Estimated future decommissioning costs are reviewed annually and adjusted accordingly. Changes in estimated future costs or in the discount rate applied are added to or reduced to the cost of the asset.
Provisions are determined by discounting expected future cash flows using pre-tax market interest rates and, where appropriate, risks specific to the liability; if discounting has a material effect. When the discount method is used, the increase in the provision due to the passage of time is recognised as a finance cost.
The Group's policy is to recognise this provision when the plant becomes operational.
Environmental assets are classified as those the Group utilizes in its activities over a long period of time whose primary purpose is to minimize the environmental impact and protect or improve the environment, including those assets designed to reduce or eliminate future contamination from the Group's activities.
The criteria for initial recognition, allocation, amortization/depreciation, and possible valuation adjustments due to impairment losses on said assets are as described in Note 3.3 above.
Given the Group's activities, and in accordance with prevailing legislation, it controls the degree of contamination produced by waste and emissions by applying an appropriate waste disposal policy. Expenses for these purposes are charged to the consolidated income statement for the year in which they are incurred.
Employee benefits expenses include all the Group's duties and obligations of a social nature, whether mandatory or voluntary, recognizing the obligations for bonus salary payments, holidays, and variable remuneration, as well as associated expenses.
This type of remuneration is measured at the undiscounted amount payable in exchange for services received. These benefits are generally recognized as personnel expenses for the year and are presented as a liability in the consolidated statement of financial position corresponding to the difference between the total expense accrued and the amount settled at the reporting date.
In keeping with prevailing legislation, Group entities are obliged to pay indemnities to employees who are dismissed through no fault of their own. Said termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits when it has a demonstrable commitment to terminate its current labor contracts under an irrevocable and detailed plan or to provide the benefits as part of an offer to encourage voluntary redundancy.
At the closing of the periods ended December 31, 2019 and December 31, 2018 there were no plans for reducing personnel which would require a corresponding provision.
Transactions in which the company receives goods or services, including services rendered by employees, in exchange for its own equity instruments, or an amount based on the value of its equity instruments, such as share options or share appreciation rights, are considered equity-settled share-based payment transactions.
The Group shall first recognize the goods and services received as an asset or an expense, based on their nature, at the date obtained and, subsequently, the corresponding increase in equity if the transaction is settled with equity instruments or the corresponding liability if settled with a cash amount based on the value of equity instruments.
If the Group has the option to settle with equity instruments or in cash, it must recognize a liability to the extent that it has incurred a present obligation to settle in cash or with other assets; alternatively, it shall recognize an increase in equity. If the choice corresponds to the supplier of the goods or services, the Group will recognize a compound financial instrument, which shall include a liability component, for the other party's right to demand payment in cash, and an equity component, for the right to receive the consideration in equity instruments.
In transactions in which services must be completed throughout a certain period of time, these services shall be recognized as rendered during said period.
In transactions with employees which are settled with equity instruments, both the services rendered and the increase in equity to be recognized shall be measured at fair value of the equity instruments assigned on the grant date.
Equity-settled transactions which relate to goods or services other than those offered by employees shall be measured at the fair value of those goods or services, if this can be measured reliably, at the date received. If the fair value of the goods or services received cannot be reliably measured, the goods or services received and the increase in equity shall be measured at the fair value of the equity instruments granted at the date the Group obtains the goods or the other party renders the services.
After recognition of the goods and services received, as established in the above paragraphs, as well as the corresponding increase in equity, no additional adjustments shall be made to equity after the vesting date.
For cash-settled transactions, the goods or services received and the liability to be recognized shall be measured at the fair value of the liability corresponding to the date recognition requirements are met.
Thereafter, and until settlement, the fair value of the corresponding liability shall be remeasured at each year end and any changes in value during the year shall be recognized in the income statement.
At December 31, 2019 the Parent had granted an incentive plan to its employees consisting of options on its shares. Said plan establishes that the transactions shall be settled via delivery of equity instruments (Note 13.5).
Transactions carried out between related companies are in general measured initially at fair value. When the agreed-upon prices differ from fair value, the differences are recognized based on the economic reality of the transaction. Subsequent measurements are carried out as established in the corresponding regulations.
Notwithstanding the above, in the case of merger transactions, spin-offs, or non-monetary contributions of a business, the Group applies the following criteria:
The difference which may arise is recognized under reserves.
Basic earnings per share are calculated by dividing consolidated profit for the year attributable to the Parent by the weighted average number of ordinary shares outstanding during the year, excluding the average number of Parent shares held by the Group.
Diluted earnings per share are calculated by dividing consolidated profit for the year attributable to ordinary shareholders adjusted by the effect attributable to the dilutive potential ordinary shares by the weighted average number of ordinary shares outstanding during the year, adjusted by the weighted average number of ordinary shares that would be issued on the conversion of all the potential ordinary shares into ordinary shares of the Parent. For these purposes, conversion is deemed to take place at the beginning of the period or at the time of issue of the potential ordinary shares, if they had been issued during the period.
On November 8, 2019, the Parent owned 100% of the share capital of Parque Eólico Quillagua SpA (PEQ). PEQ is devoted to the development, generation, production, distribution, and sale, in any form, be it on its own behalf or that of third parties of all types of energy, including renewable, conventional, or non-conventional.
According to its share purchase-sale agreement, the price was 8,873,959 euros payable as follows, and subject to revision as indicated further on:
Price adjustment:
The price is adjusted downward in the amount equal to the costs incurred to refurbish the substation in order to offload energy to the tap-off standardization grid, in line with applicable legislation, as follows:
On the basis of the foregoing and in accordance with IFRSs, the cost of the business combination is provisional at 31 December 2019 and there is a period of 12 months from the acquisition to complete it.
The provisional business combination cost is the following:
| Euros | ||
|---|---|---|
| Price paid | 4,862,103 | |
| Amount outstanding | 4,011,856 | |
| Variable price depending on MW higher than the nominal 95MW | - | (1) |
| Tap-off standardization adjustment | (1,863,526) | (2) |
| TOTAL | 7,010,433 |
(1) Nominal power output is not expected to exceed 95 MW.
(2) The amount reflected above included in the share purchase-sale agreement was obtained based on a quote from the engineering company in charge of carrying out the project.
The tap-off standardization adjustment is discounted from the outstanding amount; therefore, the amount payable to the subsidiary's sellers is estimated at 2,148,330 euros during 2019 (Note 17).
The following assets and liabilities were identified during the acquisition:
| Net carrying amount | Fair value | |
|---|---|---|
| Installations | 8,062,996 | 10,467,171 |
| Development costs | - | 5,709,366 |
| Deferred tax assets | 1,934,376 | 1,934,376 |
| Other assets | 3,386 | 3,386 |
| Other liabilities | (122,984) | (122,984) |
| TOTAL | 9,877,773 | 17,991,314 |
Therefore, a previsional negative difference on consolidation was generated from the business combination:
| Euros | |
|---|---|
| Cost of the business combination | 7,010,433 |
| Assets and liabilities acquired | 17,991,314 |
| Difference | 10,980,882 |
| Deferred tax liability (27%) (*) | (2,190,656) |
| Negative difference on consolidation | 8,790,226 |
(*) The deferred tax liability in the above table corresponds to the difference between fair value and the net carrying amount of the installations and stage of development on the acquisition date.
The fair value of the installations was determined by an independent expert based on their replacement value.
The valuation was performed contemplating aspects such as the project's plant, forecasted sales price of energy output, the project's location, specific production of nearly 3,000 MWh/MW, and the price of other similar transactions. It should also be noted that one of the items adding value to this development is the fact that the project was ready to build at the time of the purchase-sale transaction.
The negative consolidation difference arose as this was a bargain purchase, since the seller had been unsuccessfully trying to find a buyer for several years.
The breakdown and movements during the year ended December 31, 2019 and 2018 of balances recognized under this heading in the accompanying consolidated statement of financial position are as follows:
| Machinery and | Other installations, | PP&E under | |||
|---|---|---|---|---|---|
| technical installations | tools and furniture | Other PP&E | construction | TOTAL | |
| COST | |||||
| Balance at 12.31.2017 | 15,467,216 | 506,017 | 275,578 | 1,293,467 | 17,542,278 |
| Additions | 162,241 | 5,833 | 72,095 | 26,570,743 | 26,810,912 |
| Derecognitions and decreases | (25,551,747) | (32,705) | (28,073) | - | (25,612,525) |
| Reclassifications | 153,399 | 68,894 | (222,293) | - | - |
| Transfers | 11,524,431 | - | - | (11,524,431) | - |
| Balance at 12.31.2018 | 1,755,540 | 548,039 | 97,307 | 16,339,779 | 18,740,665 |
| Business combinations (Note 5) | - | - | - | 10,467,171 | 10,467,171 |
| Additions | 282,857 | 706,545 | 79,145 | 44,633,916 | 45,702,463 |
| Derecognitions and decreases | - | (156,710) | (77,991) | - | (234,701) |
| Balance at 12.31.2019 | 2,038,397 | 1,097,874 | 98,461 | 71,440,866 | 74,675,598 |
| DEPRECIATION | |||||
| Balance at 12.31.2017 | (700,259) | (221,562) | (66,244) | - | (988,065) |
| Allowance for the period | (810,120) | (40,290) | (14,939) | - | (865,349) |
| Decreases | 17,974 | 20,191 | 23,694 | 61,859 | |
| Balance at 12.31.2018 | (1,492,405) | (241,661) | (57,489) | - | (1,791,555) |
| Allowance for the period | (138,766) | (33,862) | (40,286) | - | (212,914) |
| Decreases | - | 1,665 | 39,932 | 41,597 | |
| Balance at 12.31.2019 | (1,631,171) | (273,858) | (57,843) | - | (1,962,872) |
| IMPAIRMENT | |||||
| Balance at 12.31.2017 | - | - | - | - | _ |
| Allowance for the period | - | - | - | (2,174,486) | (2,174,486) |
| Decreases | - | - | - | - | |
| Balance at 12.31.2018 | - | - | - | (2,174,486) | (2,174,486) |
| Allowance for the period | - | - | - | (191,381) | (191,381) |
| Decreases | - | - | - | - | - |
| Balance at 12.31.2019 | - | - | - | (2,365,867) | (2,365,867) |
| Carrying amount at 12.31.2018 | 263,135 | 306,378 | 39,818 | 14,165,293 | 14,774,624 |
| Carrying amount at 12.31.2019 | 407,226 | 824,016 | 40,618 | 69,074,999 | 70,346,859 |
The useful lives and depreciation criteria used for these items are disclosed in Note 4.3.
The main additions of the 2019 and 2018 fiscal years correspond to farms built during both exercises maintained for exploitation and that are in progress at the end of both exercises.
There were no significant derecognitions during 2019. The principal derecognitions during 2018 mainly correspond to the sale of the solar plants associated with the following Group companies: Grupo GR Huingan SpA, GR Litre SpA, GR Laurel SpA, GR Tineo SpA, GR Lingue SpA, GR Guayacan SpA, and GR Pan de Azucar Spa. These sales generated profit in the amount of 11,532,405 euros recognized under "Impairment and gains on disposal of non-current assets" on the accompanying consolidated income statement.
The fixed assets under construction in the previous table correspond to the cost of fixed assets related to solar and wind farms. The detail by park at the end of the 2019 and 2018 exercises is as follows:
| Farm name | Technology | Country | Capacity (MW) | 12.31.2019 | 12.31.2018 |
|---|---|---|---|---|---|
| Kosten | Wind | Argentina | 24 | 31,102,578 | 11,320,119 |
| Duna & Huambos | Wind | Peru | 36 | 15,011,985 | 1,363,303 |
| Quillagua(*) | Solar | Chile | 103 | 19,358,155 | - |
| Other developments | Solar | Spain/Chile/Peru/Colombia | - | 3,602,281 | 1,481,871 |
| TOTAL | 69,074,999 | 14,165,293 |
(*) The cost corresponds to the additions by business combination amounting to 10,467 thousand euros (Note 5) and 8,891
thousand euros for additions in the year.
During the period ended December 31, 2019 the Group recognized impairment losses on PP&E in the amount of 191 thousand euros (2018: 2,174 thousand euros), mainly corresponding to various ongoing projects principally located in Mexico and a plant in Chile (reclassified from inventories to fixed assets in 2018).
At year-end 2019, the Group held fully-depreciated assets still in use under "Property, plant, and equipment" totaling 30,035 euros (2018: 96,623 euros).
The Group had not commitments for buying or selling any of its items of PP&E in a significant amount. Assets corresponding to the Kosten, Duna & Huambos, and Quillagua farms are subject to guarantees within the project finance contracts signed for each park (Note 17.2).
The Group has arranged several insurance policies to cover the potential risks which could affect its items of property, plant and equipment. The coverage of these insurance policies is considered sufficient.
The composition and movements during the years 2019 and 2018 in the accounts included in this heading of the accompanying consolidated statement of financial position have been the following:
| Patents, licenses and trademarks | Software | TOTAL | |
|---|---|---|---|
| COST | |||
| Balance at 12.31.2017 | 2,845,760 | 10,737 | 2,856,497 |
| Additions | - | - | - |
| Business combinations | (151,435) | - | (151,435) |
| Balance at 12.31.2018 | 2,694,325 | 10,737 | 2,705,062 |
| Business combinations (Note 5) | 5,709,366 | - | 5,709,366 |
| Additions | 957,720 | 81,501 | 1,039,221 |
| Currency translation differences | 13,776 | - | 13,776 |
| Balance at 12.31.2019 | 9,375,187 | 92,238 | 9,467,425 |
| DEPRECIATION | |||
| Balance at 12.31.2017 | - | (6,772) | (6,772) |
| Allowance for the period | - | (872) | (872) |
| Decreases | - | - | - |
| Balance at 12.31.2018 | - | (7,644) | (7,644) |
| Allowance for the period | - | (13,874) | (13,874) |
| Decreases | - | - | - |
| Balance at 12.31.2019 | - | (21,518) | (21,518) |
| Carrying amount at 12.31.2018 | 2,694,325 | 3,093 | 2,697,418 |
| Carrying amount at 12.31.2019 | 9,375,187 | 70,720 | 9,445,907 |
The useful lives of these assets, as well as the amortization criteria used are detailed in Note 4.4 of this consolidated report.
"Patents, licenses, trademarks, and similar" chiefly correspond to the fair value of the development acquired from Parque Eólico Quillagua, SpA in the amount of 5,709,366 euros (Note 5).
The Group's Directors consider that there are no indications of impairment of the different assets of intangible assets at the end of the 2019 and 2018 financial years, so no impairment has been made during the year.
At the close of the 2019 and 2018 financial years, the Group kept intangible assets fully amortized and still in use amounting to 6,160 euros.
At year-end 2019 and 2018, the Group did not have any intangible assets under finance leases. It did not have any operating lease agreements for any of its intangible assets.
The Group has no commitments for the acquisition or sale of intangible fixed assets for a significant amount nor are there intangible fixed assets in litigation or guarantees related to third parties.
The detail of the right-of-use assets as well as the movement of the year ended December 31, 2019 is as follows:
| Lands | Offices | Transportation equipment | Total | |
|---|---|---|---|---|
| First adoption of the IFRS 16 at 01.01.2019 | 176 | 1,223 | 183 | 1,582 |
| Additions | 2,799 | 584 | 33 | 3,416 |
| Amortization | (95) | (301) | (38) | (434) |
| Accrued interests | - | - | - | - |
| Payments | - | - | - | - |
| Balance at 12.31.2019 | 2,880 | 1,506 | 178 | 4,564 |
"Land" includes rental agreements for the land upon which the Kosten, Duna & Huambos, and Quillagua parks are being built.
"Offices" includes the lease agreements for the office space in Spain and Chile.
"Transportation equipment" includes finance leases for certain vehicles.
To conduct its business, the Group leases the right to use certain goods from third parties, and other Daruan Group companies. The terms outlined in the main lease agreements were in force during 2019 and 2018, which do not fall under the scope of IFRS 16 because they are short-term contracts are as follows (Note 2.2):
Year ended December 31, 2019:
| Period expense | Renewal | |||||
|---|---|---|---|---|---|---|
| Element | Due date | 2019 | Contingent payments |
Year | Purchase option |
Price revision |
| Office lease (Spain) | 2020 | 108,000 | b) | 2019 | N/A | 2019 |
| Office lease (Chile) | 2019 | 25,441 | b) | 2016 | N/A | - |
| Office lease (Peru) | 2020 | 10,479 | b) | 2019 | N/A | 2019 |
| Office lease (Argentina) | 2020 | 7,469 | b) | 2019 | N/A | 2019 |
| Apartment lease (Chile) | 2020 | 11,342 | b) | 2019 | N/A | 2019 |
| Apartment lease (México) | 2019 | 9,857 | b) | 2018 | N/A | - |
| Other | 2020 | 8,677 | b) | 2019 | N/A | - |
| Total | 181,265 |
a) Monthly payments
b) IPC based
| Period expense | Renewal | |||||
|---|---|---|---|---|---|---|
| Element | Due date | 2018 | Contingent payments |
Year | Purchase option |
Price revision |
| Office lease (Spain) | 2019 | 108,000 | b) | 2018 | N/A | 2019 |
| Office lease (Chile) | 2019 | 69,352 | 2016 | N/A | 2018 | |
| Office lease (Peru) | 2019 | 24,938 | 2018 | N/A | 2019 | |
| Apartment lease (Chile) | 2019 | 7,790 | 2018 | N/A | 2019 | |
| Apartment lease (México) | 2019 | 21,798 | 2018 | N/A | 2019 | |
| Total | 231,878 |
a) Monthly payments
b) IPC Based
During 2019 and 2018, the Group had the guarantees which were contractually mandated by lessors totaling 86,924 euros and 91,989 euros respectively (Note 9.2).
The breakdown of non-cancelable minimum future operating lease payments, broken down by installment date at year end 2019 and 2018, is as follows:
| 2019 | 2018 | ||||||
|---|---|---|---|---|---|---|---|
| Between 1 | Between 1 | ||||||
| 1 year | and 5 years | + 5 year | 1 year | and 5 years | + 5 year | ||
| Office lease (España) | 108,000 | - | - | 108,000 | - | - | |
| Office lease (Perú) | 10,479 | - | - | 10,479 | - | - | |
| Office lease (Argentina) | 7,469 | - | - | - | - | - | |
| Apartment lease (Chile) | 7,616 | - | - | 7,904 | - | - | |
| Apartment lease (México) | - | - | - | 21,798 | - | - | |
| Other | 16,870 | - | - | - | - | - | |
| Total | 150,434 | - | - | 148,181 | - | - |
None of the goods leased by the Group were subleased to third parties during 2019 and 2018.
The breakdown and movements during 2019 and FY 2018 of balances recognized under this heading in the accompanying consolidated statement of financial position are as follows:
| Balance at 12.31.2017 |
Additions | Retirements | Balance at 12.31.2018 |
Additions | Retirements | Balance at 12.31.2019 |
|
|---|---|---|---|---|---|---|---|
| Non-current investments | |||||||
| Equity instruments | - - |
11,474 11,474 |
- - |
11,474 11,474 |
- - |
(11,474) (11,474) |
- - |
| Current financial investments |
|||||||
| Loans to companies | 32,151 | 45,830 | (32,151) | 45,830 | 40,512 | (45,830) | 40,512 |
| 32,151 | 45,830 | (32,151) | 45,830 | 40,512 | (45,830) | 40,512 | |
| Total | 32,151 | 57,304 | (32,151) | 57,304 | 40,512 | (57,304) | 40,512 |
Equity instruments correspond to the participation that the Parent Company has in certain Group companies that in 2018 were not included in the consolidation scope because they did not have a significant interest. In fiscal year 2019 all these entities have been included in the consolidation perimeter.
Loans to companies correspond to loans granted to certain Group companies not included in the consolidation scope as they were inactive and not significant, including the tax related borrowings which some of the Group companies held with the Parent of the Daruan Group Holding, S.L. Group, the parent of the tax group (Note 20).
The movements during year ended 2019 and FY 2018 of the different balances recognized under the headings for financial investments in the accompanying consolidated statement of financial position are as follows:
| Balance at 12.31.2017 |
Additions | Retirements | Balance at 12.31.2018 |
Additions | Retirements | Balance at 12.31.2019 |
|
|---|---|---|---|---|---|---|---|
| Non-current investment Equity instruments Other financial assets |
- 6,453 |
- | - (5,705) |
- 748 |
102,067 (748) |
- - |
102,067 - |
| Security deposits and guarantees |
84,387 90,840 |
7,602 7,602 |
- (5,705) |
91,989 92,737 |
- 101,319 |
(5,065) (5,065) |
86,924 188,991 |
| Current financial investments |
|||||||
| Loans to companies Other financial assets |
- 147,345 |
2,236,465 130,707 |
- (154,214) |
2,236,465 123,838 |
- 6,873,062 |
(2,236,465) (123,838) |
- 6,873,062 |
| 147,345 | 2,367,172 | (154,214) | 2,360,303 | 6,873,062 | (2,360,303) | 6,873,062 | |
| Total | 238,185 | 2,374,774 | (159,919) | 2,453,040 | 6,974,381 | (2,365,368) | 7,062,053 |
"Equity instruments" correspond to the 34.02% investment made in AIE Renovables Nudo Villanueva de los Escuderos, A.I.E during the year with two partners, to build an electricity substation for use by different solar park partners. The above AIE was inactive at year-end 2019.
Current loans to companies at December 31, 2018 correspond to three loans which the subsidiary Grenergy Pacific Limitada granted to entities which left the Group at December 31, 2018 (GR Tineo S.p.A, GR Lingue S.p.A. y GR Guayacan S.p.A.). These loans were repaid in February 2019.
Other financial assets recognized under current assets at December 31, 2019 correspond to short-term deposits at financial entities which bear interest at market rates.
The breakdown on the other financial investments of the ended year December 31, 2019 is as the follow:
Year ended December 31, 2019:
| Fair value through | Loans and other | ||
|---|---|---|---|
| profit or loss | financial assets | Total | |
| Non-current investments | |||
| Equity instruments | 102,067 | - | 102,067 |
| Security deposits and guarantees | - | 86,924 | 86,924 |
| 102,067 | 86,924 | 188,991 | |
| Current financial investments | |||
| Other financial assets | - | 6,873,062 | 6,873,062 |
| - | 6,873,062 | 6,873,062 | |
| Total | 102,067 | 6,959,986 | 7,062,053 |
Year ended December 31, 2019:
| Loans and other financial assets |
Total | |
|---|---|---|
| Non-current investments | ||
| Other financial assets | 748 | 748 |
| Security deposits and guarantees | 91,989 | 91,989 |
| 92,737 | 92,737 | |
| Current financial investments | ||
| Loans to companies | 2,236,465 | 2,236,465 |
| Other financial assets | 123,838 | 123,838 |
| 2,360,303 | 2,360,303 | |
| Total | 2,453,040 | 2,453,040 |
In 2019 and 2018, no financial assets were reclassified from one heading to another, and no cessions or transfers took place.
During 2019 and 2018, financial assets with established maturities or which may be determined using remaining installments have a 5-year duration.
No financial assets were delivered or accepted as guarantees for operations during 2019 and 2018.
The composition of inventories at the end of 2019 and 2018 is as follows:
| 12.21.2019 | 12.31.2018 | |||||
|---|---|---|---|---|---|---|
| Cost | Impairment losses |
Balance | Cost | Impairment losses |
Balance | |
| Raw materials and other consumables Plant in progress Prepayments to suppliers |
1,015,452 7,777,484 58,180 |
- - - |
1,015,452 7,777,484 58,180 |
1,115,309 10,479,885 29,502 |
- - - |
1,115,309 10,479,885 29,502 |
| Total | 8,851,116 | - | 8,851,116 | 11,624,696 | - | 11,624,696 |
At year-end 2019 and 2018, the Group recognized materials still not used in the solar plants under "Raw materials and other consumables" in the respective amounts of 1,015,452 and 1,115,309 euros.
Movements in inventories of raw materials and work in progress during 2019 and 2018 follow:
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Initial balance | 11,595,194 | 9,647,193 |
| Change in stocks of work in progress | (2,702,401) | 1,009,770 |
| Change in stocks of raw materials | (99,857) | 938,231 |
| Final balance | 8,792,936 | 11,595,194 |
"Plants in progress" reflects a balance of 7,777,484 euros at December 31, 2019 (2018: 10,479,885 euros), which includes construction costs for two photovoltaic farms located in Chile (Quinta and Sol de Septiembre); there are sales agreements for both. During 2018, this heading included the construction costs for the Rovián, Doñihue, and Santa Rosa plants.
The Group has arranged insurance policies to cover the potential risks to which its inventories are exposed. The coverage of these insurance policies is considered sufficient.
In 2019 and 2018, there were no inventories with collateral granted as a guarantee.
This heading in the accompanying consolidated statement of financial position presents receivable balances from construction activities and sales of photovoltaic solar plants as well as income from operating and maintenance services in connection with photovoltaic solar plants.
At December 31, 2019, "Trade receivables for sales and services" mainly records the amounts pending collection for the sale of photovoltaic solar plants in the amount of 14,211 thousand euros (2018: 11,898 thousand euros). At December 31, 2019, of the aforementioned amount, 6,371 thousand euros correspond to invoices pending issue in connection with "work completed pending invoice" resulting from the positive difference between income recognized for each construction project and the amount invoiced for each such project (2018: 0 thousand euros), in accordance with the recognition criteria for income based on the degree of completion.
The Group signed share purchase-sale agreements in 2019 and 2018, which included termination clauses rendering the sale revocable. Amounts received in this regard were classified under "Customer advances" under current liabilities on the accompanying consolidated statement of financial position in the amounts of 8,651,083 and 5,839,755 euros, respectively.
The breakdown of sales to external customers invoiced amounts equal to or higher than 10% of net turnover during 2019 and 2018 is the following:
| Euros | ||
|---|---|---|
| Clients | 2019 | 2018 |
| AD CAPITAL TRALKA ENERGÍAS RENOVABLES | 17,874,002 | 10,464,240 |
| CARBONFREE CHILE, SPA | 19,707,120 | 3,683,242 |
| SONNEDIX | 12,392,620 | - |
| DE ENERGIA, SPA (DAELIM) | 19,752,738 | - |
| Total | 69,726,480 | 14,147,482 |
At the closing of the interim period ended December 31, 2019 and the closing of FY 2018 there were no balances recognized as doubtful debts.
The entirety of balances reflected under this heading mature in the upcoming 12 months; the directors considered that the amount recognized on the accompanying statement of financial position is in line with fair value.
The breakdown of this heading at the closing of the interim period ended 2019 and 2018 is as follows:
| Balance at 12.31.2019 | Balance at 12.31.2018 | |
|---|---|---|
| Cash in hand | 28,773,087 | 13,119,041 |
| Total | 28,773,087 | 13,119,041 |
Of the amounts shown in the table above, at December 31, 2019 and December 31, 2018, 1,243,653 euros and 7,098,860 euros, respectively, correspond to current accounts pledged for obtaining guarantees.
At December 31, 2019 the Parent's share capital amounted to 8,507,177 euros corresponding to 24,306,221 shares with a nominal value of 0.35 euros each.
The shareholders in general meeting at June 17, 2019 agreed upon a capital increase of 4,861,244 euros with a charge to the Parent's voluntary reserves, via increase of the nominal value of already issued shares by 0.2 euros per share, resulting in a value of 0.35 euros per share.
Since 8 July 2015, the Parent's shares have been listed on the Alternative Stock Market, in the Expanding Companies segment ("MAB-EE"). As a result of the admission to listing on the MAB-EE, the company lost its status as a single-member company, which was declared in 2014. On 15 November 2019, the Parent's shareholders at the Annual General Meeting approved, a request for the delisting of its shares from the Alternative Stock Market and, simultaneously, a request for their admission to trading on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges and their inclusion in the Spanish Stock Market Interconnection System. As a result, the Board of Directors of Bolsas y Mercados Españoles, Sistemas de Negociación, S.A. resolved to delist the 24,306,221 shares of the Parent from the market, with effect from 16 December 2019, the same date on which the Parent's shares were admitted to listing on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges. As a previous step to delisting all the Parent's shares from the Spanish alternative equity market (MAB), and simultaneous admission to trading of the shares on the Madrid, Barcelona, Bilbao, and Valencia stock exchanges; Daruan Group Holding S.L.U. and certain minority shareholders placed a package of 2,429,000 shares on the market through an accelerated bookbuilding process, representing 10% of share capital.
At December 31, 2019 the following shareholders of the Parent held a direct stake of more than 10% of share capital:
| Shareholder | No, of shares | Percentage of ownership interest |
|---|---|---|
| Daruan Group Holding, S.L. | 16,539,590 | 68% |
The share premium amounted to 6,117,703 euros at December 31, 2019. This balance can be used for the same purposes as the voluntary reserves of the Parent, including conversion to capital.
The consolidated statement of changes in equity which forms a part of these consolidated financial statements provides a breakdown of the aggregate balances and movements for the ended 2019 and 2018. The composition of the different line items are shown below:
| Balance at 12.31.2017 |
Increase | Decrease | Transfers | Balance at 12.31.2018 |
Increase | Decrease | Balance at 12.31.2019 |
|
|---|---|---|---|---|---|---|---|---|
| Parent company reserves: Non distributable reserves |
||||||||
| Legal reserve | 729,187 | - | - | - | 729,187 | - | - | 729,187 |
| Capitalization | 315,027 | - | - | 20,194 | 335,221 | 204,237 | - | 539,458 |
| Unrestricted reserves | ||||||||
| Voluntary reserves | 7,394,946 | 3,801,634 | - | 836,371 | 12,032,951 | 12,732,727 | (7,124,981) | 17,640,697 |
| Total reserves of the Parent | 8,439,160 | 3,801,634 | - | 856,565 | 13,097,359 | 12,936,964 | (7,124,981) | 18,909,342 |
| Reserves in consolidated companies | (4,615,622) | 1,473,192 | (725,305) | (856,565) | (4,724,300) | 2,771,589 | (1,511,762) | (3,464,473) |
| Total | 3,823,538 | 47,369 | (3,279,488) | - | 8,373,059 | 15,708,553 | (8,636,743) | 15,444,869 |
The Parent's legal reserve was appropriated in accordance with Article 274 of the Spanish Companies Law, which stipulates that 10% of income for each year must be transferred to the reserve until it represents at least 20% of the share capital.
It may not be distributed and if it is used to offset losses, in the event that no other reserves are available for this purpose, it must be replenished with future profits.
These reservations are freely available.
The profits or losses obtained from the purchase and sale of treasury stock are recorded directly in voluntary reserves. The increase in voluntary reserves for this item recorded in 2019 amounts to 2,110,720 euros (800,410 euros in 2018).
In 2017, the Parent Company Grenergy Renovables S.A. recognised, with a charge to the available reserves, the capitalisation reserve corresponding to 10% of the increase in equity for 2016, in accordance with Article 25 of Spanish Corporation Tax Law 27/2014 of 27 November (Note 20).
This reserve will be unavailable for a period of 5 years. In 2019 this reserve has been increased by 204,237 euros (20,194 euros in 2018) corresponding to 10% of the increase in equity for 2018
The detail of this caption in the accompanying consolidated statement of financial position by company is as follows:
| Entities | 12.31.19 | 12.31.18 |
|---|---|---|
| GREENHOUSE RENEWABLE ENERGY S.L. | (299) | (137) |
| GREENHOUSE SOLAR ENERGY S.L. | (414) | (276) |
| GREENHOUSE SOLAR FIELDS S.L. | (576) | (414) |
| GUIA DE ISORA SOLAR 2 S.L. | (6,592) | (6,344) |
| GR SOLAR 2020 S.L. | (1,901) | (1,136) |
| GR SUN SPAIN S.L. | (2,505) | (2,502) |
| GR EQUITY WIND AND SOLAR S.L. | 273,911 | 198,154 |
| GR AITANA RENOVABLES S.L. | (593) | (593) |
| GR ASPE RENOVABLES S.L. | (620) | (620) |
| GR BANUELA RENOVABLES S.L. | (617) | (617) |
| GR TURBON RENOVABLES S.L. | (611) | (611) |
| GR TAKE RENOVABLES, S.L.U. | (391) | - |
| GR EUGABA RENOVABLES, S.L.U. | (368) | - |
| GR NEGUA RENOVABLES, S.L.U. | 575 | - |
| LEVEL FOTOVOLTAICA S.L. | (161,331) | (7,644) |
| EIDEN RENOVABLES, S.L. | (349) | (289) |
| CHAMBO RENOVABLES, S.L. | (349) | (289) |
| MAMBAR RENOVABLES, S.L. | (348) | (289) |
| EL AGUILA RENOVABLES, S.L. | (289) | (289) |
| GR RENOVABLES MEXICO S.A. | (1,504,405) | (1,112,855) |
| GRENERGY PERU SAC | (774,827) | (537,292) |
| GR PAINO SAC | 121,848 | 91,052 |
| GR TARUCA SAC | 121,277 | 90,815 |
| GRENERGY RENOVABLES PACIFIC, LTDA. | (870,146) | (3,321,746) |
| GRENERGY COLOMBIA SAS | (145,292) | (89,488) |
| FAILO 3, LTDA. | (9,214) | (1,601) |
| GRENERGY ATLANTIC S.A. | (100,758) | (3,616) |
| KOSTEN S.A. | 116,313 | (6,509) |
| GREEN HUB SA de CV | (513,212) | - |
| GR PACIFIC OVALLE, LTDA. | 45,542 | (9,164) |
| MESO 4 SOLAR SA de CV | (23,392) | - |
| CRISON 2 SOLAR SA de CV | (2,370) | - |
| ASTILO 1 SOLAR SA de CV | (26,641) | - |
| MIRGACA 6 SOLAR SA de CV | (400) | - |
| ORSIPO 5 SOLAR SA de CV | 4,871 | - |
| Total Entities | (3,464,473) | (4,724,300) |
On 19 May 2015, the Extraordinary General Meeting of Shareholders of the Parent Company Grenergy Renovables, S.A. unanimously agreed, in accordance with Article 146 of the Spanish Companies Act, to authorise the Company's Board of Directors to acquire, on one or more occasions, a maximum of 2,000,000 shares of the Company, at a maximum price of EUR 5 and a minimum of EUR 0.01 per share. The acquisition may be made by purchase, swap, donation, allotment, dation in payment and, in general, by any form of acquisition of the shares for consideration.
Therefore, in a share purchase deed dated 29 June 2015, the majority shareholder, Daruan Group Holding, S.L., agreed to transfer 520,000 shares to Grenergy Renovables, S.A., to form a treasury stock. The purchase price was determined to be the price set in the subscription offer for Grenergy Renovables, S.A.
In December 2019, the Parent signed a new liquidity agreement for the management of its treasury shares with Banco de Sabadell. The contract came into force on December 16, 2019 and has a term of twelve months.
The shares acquired as treasury stock are intended to meet the obligations arising from the contract signed with the liquidity provider, in compliance with the provisions of Circular 1/2017 of the National Securities Market Commission.
The Parent Company has allocated a total of 26,525 shares to the associated securities account and 500,000 euros to the cash account for the new liquidity contract.
Banco Sabadell will carry out the transactions covered by this contract, on the regulated markets and in the Spanish multilateral trading systems, through the order market, in accordance with the trading rules, as established in the CNMV Circular.
On 11 September 2018, the Parent Company acquired 365,426 treasury shares from persons related to the Company at a price of.
The treasury share portfolio at the year ended 2019 and 2018 is comprised of the following:
| Balance at 12.31.2019 | Balance at 12.31.2018 | |
|---|---|---|
| No. of shares in treasury share portfolio | 556,815 | 888,177 |
| Total treasury share portfolio | 3,328,497 | 2,062,970 |
| Liquidity Account | 2,423,479 | 1,198,776 |
| Fixed Own Portfolio Account | 905,018 | 864,194 |
During the year ended 2019 and FY 2018, the movements in the treasury sure portfolio of the Parent were as follows:
| Treasury shares | |||||
|---|---|---|---|---|---|
| Number of shares |
Nominal amount |
Average purchase / sales price |
|||
| Balance at 12.31.2018 | 888,177 | 2,062,969 | 2.32 | ||
| Acquisitions | 389,978 | 3,882,063 | 9.95 | ||
| Disposals | (721,340) | (2,616,535) | 3.63 | ||
| Balance at 12.31.2019 | 556,815 | 3,328,497 | 5.98 |
Year ended December 31, 2018:
| Treasury shares | ||||
|---|---|---|---|---|
| Number of | Nominal | Average purchase / | ||
| shares | amount | sales price | ||
| Balance at 12.31.2017 | 741,577 | 1,133,498 | 1.55 | |
| Acquisitions | 658,055 | 1,869,232 | 2.84 | |
| Disposals | (511,455) | (939,761) | 1.84 | |
| Balance at 12.31.2018 | 888,177 | 2,062,969 | 2.32 |
The purpose of holding the treasury shares is to maintain them available for sale in the market and for the incentive plan approved for directors, executives, employees, and key collaborators of the Group (Note 13.5).
At December 31, 2019 treasury shares represent 2.3% (2018: 3.7%) of all the Parent's shares.
At the meeting held on June 26, 2015, the Board of Directors of the Parent approved an incentive plan for certain executives and key personnel based on the granting of options on the Parent's shares. At December 31, 2019 the number of shares set aside for covering this plan totaled 22,000 shares. The exercise price of the share options was established as 1.38 euros per share.
The beneficiary will be able to acquire:
At June 2, 2016 a second incentive plan was approved based on the granting of options on the Parent's shares with similar characteristics to the first one. At December 31, 2019 the number of shares set aside for covering this plan totaled 48,667 shares. The exercise price of the share options was established as 1.90 euros per share.
At November 27, 2018 a third incentive plan was approved based on the granting of options on the Parent's shares with similar characteristics to the previous two plans. At December 31, 2018 the number of shares set aside for covering this plan totaled 157,143 shares. The exercise price of the share options was established as 3.50 euros per share.
At March 29, 2019 a fourth incentive plan was approved based on the granting of options on the Parent's shares with similar characteristics to the previous three plans. At December 31, 2019 the number of shares set aside for covering this plan totaled 62,200 shares. The exercise price of the share options was established as 6.90 euros per share.
Said incentive plans establish that their settlement will be carried out by delivery of equity instruments to the employees should they exercise the options granted. The exercise prices of the options on shares were established by reference to the fair value of the corresponding equity instruments at the grant date. The Group did not recognize any amounts relating to this item since it considered that the fair value of the option price is not significant.
At December 31, 2019 there were 54,445 exercisable options (2018: 198,000). In 2019, 263,333 options were exercised.
The basic earnings (losses) per share from continuing operations corresponding to the interim periods ended December 31, 2019 and December 31, 2018 were as follows:
| Euros | |||
|---|---|---|---|
| 12.31.2019 | 12.31.2018 | ||
| Profit attributable to the partners of the Parent | 11,436,955 | 9,725,962 | |
| Weighted average number of ordinary shares outstanding | 23,583,725 | 23,491,344 | |
| Earnings (losses) per share | 0.48 | 0.41 |
Basic earnings per share are calculated by dividing the profit attributable to the partners of the Parent by the weighted average number of ordinary shares outstanding during the year.
There are no significant agreements for diluting basic earnings per share as calculated in the previous paragraph.
This corresponded to the fair value of hedging instruments contracted by the Group at December 31, 2019 (Note 17.5).
The detail of this heading of the consolidated statement of financial position attached by each company included in the consolidation scope is as follows:
| 12.31.19 | 12.31.18 | |
|---|---|---|
| GR RENOVABLES MEXICO S.A. DE C.V. | 54,857 | 135,885 |
| GRENERGY GREENHUB S.A. DE C.V. | 6,956 | (48) |
| GRENERGY PERU SAC | (14,924) | 7,743 |
| GR PAINO SAC | 123,481 | (112,777) |
| GR TARUCA SAC | 112,498 | (112,382) |
| GRENERGY RENOVABLES PACIFIC, LTDA. | (640,845) | (116,367) |
| FAILO 3, LTDA. | 6,522 | 634 |
| GR COLOMBIA, SAS | 27,766 | 9,788 |
| PARQUE EÓLICO QUILLAGUA, SpA | (200,201) | - |
| GR PACIFIC OVALLE, LTDA. | (39,004) | (38,592) |
| ORSIPO 5 SOLAR | 11,507 | 38 |
| MESO 4 SOLAR | (1,383) | 1,179 |
| CRISON 2 SOLAR | 136 | 26 |
| ASTILO 1 SOLAR | (1,423) | 263 |
| MIRGACA 6 SOLAR | (27) | - |
| GR MOLLE SpA | - | 746 |
| GR BELLOTO SpA | - | 746 |
| GRENERGY OPEX, SpA | (2,527) | - |
| GRENERGY ATLANTIC S.A. | 37,196 | 15,153 |
| KOSTEN S.A. | 66,522 | (52,350) |
| Total | (452,893) | (260,315) |
The movement for each society is as follows:
Year ended December 31, 2019
| Changes in the consolidation |
Currency translation |
|||||
|---|---|---|---|---|---|---|
| 12.31.2018 | scope | Others | Result | differences | 12.31.2019 | |
| GR. Renovables México, S.A. | (28,999) | - | 1,071 | (4,334) | (1,654) | (33,916) |
| Grenergy Perú SAC | (7,748) | - | - | (3,606) | (229) | (11,583) |
| GR Paino, SAC | - | 13,539 | - | 3,847 | 13,720 | 31,106 |
| GR Taruca, SAC | - | 13,475 | - | 5,685 | 12,500 | 31,660 |
| Grenergy Renovables Pacific, Ltda. | 20 | - | (118) | 220 | (20) | 102 |
| Failo 3, Ltda. | (8,581) | - | - | - | 5,888 | (2,693) |
| Grenergy Pacific Ovalle, Ltda. | (21,012) | - | 21,153 | (3) | (8) | 130 |
| Level Fotovoltaica S.L. | (161,331) | - | - | (2,447) | - | (163,778) |
| Meso 4 Solar | (453) | - | (1) | - | (52) | (506) |
| Crison 2 Solar | (48) | - | - | - | 2 | (46) |
| Astilo 1 Solar | (538) | - | (1) | - | (34) | (573) |
| Mirgaca 6 Solar | - | - | (8) | - | (1) | (9) |
| Total | (228,690) | 27,014 | 22,096 | (638) | 30,112 | (150,106) |
Year ended December 31, 2018
| 12.31.2017 | Changes in the consolidation scope |
Others | Result | Currency translation differences |
12.31.2018 | |
|---|---|---|---|---|---|---|
| GR. Renovables Mexico, S.A. | (19,033) | - | (3,679) | (9,061) | 2,773 | (29,000) |
| Grenergy Perú SAC | (5,117) | - | (364) | (2,399) | 132 | (7,748) |
| Grenergy Renovables Pacific, Ltda. | (12) | - | 2 | 41 | (12) | 19 |
| Failo 3, Ltda. | (1,341) | - | (260) | (7,612) | 634 | (8,579) |
| Grenergy Pacific Ovalle, Ltda. | (225) | - | 38 | (20,038) | (788) | (21,013) |
| Level Fotovoltaica S.L. | (6,140) | - | (1,504) | (153,687) | - | (161,331) |
| Meso 4 Solar | - | - | - | (477) | 24 | (453) |
| Crison 2 Solar | - | - | - | (48) | 1 | (47) |
| Astilo 1 Solar | - | - | - | (544) | 6 | (538) |
| Grenergy Pan de Azúcar, Ltda. (*) | 53,046 | (53,046) | - | - | - | - |
| Total | 21,178 | (53,046) | (5,767) | (193,826) | 2,770 | (228,690) |
(*) Entity sold in 2018
The balance shown in the consolidated income statement attached in the heading "Result attributed to non-controlling interests" represents the participation of minority shareholders in the consolidated results for the year.
The movements during the interim period ended December 31, 2019 and FY 2018 in the line items included under this heading in the accompanying consolidated statement of financial position were as follows:
| Provision for dismantling costs |
Provision for delays and guarantees |
Other provisions |
Total | |
|---|---|---|---|---|
| Balance at 12.31.2017 | - | - | - | - |
| Allowances | - | 64,150 | - | 64,150 |
| Amounts used | - | - | - | - |
| Balance at 12.31.2018 | - | 64,150 | - | 64,150 |
| Allowances | 2,748,384 | 764,759 | - | 3,513,143 |
| Amounts used | - | - | - | - |
| Balance at 12.31.2019 | 2,748,384 | 828,909 | - | 3,577,293 |
This relates to the estimate of the penalties incurred in the commercial operation of the Kosten wind farm in connection with the power supply agreement entered into with Compañía Administradora del Mercado Mayorista Eléctrico S.A. (CAMMESA). Under the aforementioned agreement, the Group undertook to have the wind farm completed and in commercial operation by 13 August 2019, but due to various circumstances and events, mainly the bankruptcy of the main subcontractor could not be completed. The contractually committed period has expired, and the Group estimates that commercial operation will take place in the first quarter of 2020. At December 31, 2019, the Group's directors and its internal and external legal advisors understood that the risk of meeting the penalties under the contract was probable and decided to record a provision for this item. The recognition of this provision had no impact on the consolidated income statement since the Group has executed guarantees in its favour covering this circumstance with the main subcontractor. Notwithstanding the foregoing, if CAMMESA finally decided to apply penalties for delay to Grenergy, the Group's directors consider that there are legal arguments based on reasons of force majeure that could determine that these penalties are unjustified and, therefore, the relevant claims would be made to avoid the outflow of resources from the Group.
At each year end the Group evaluates the need to recognize a provision for guaranteeing and covering any inconsistencies that may arise with respect to materials, supplies, and spare parts delivered as well as penalties due to delays in connecting solar plants. At December 31, 2019 and December 31, 2018 the Group had set aside provisions for these items based on the best estimates possible.
At December 31, 2019 and December 31, 2018 there were no provisions of a significant nature or contingent liabilities which had not been recognized or disclosed in the consolidated financial statements and the corresponding notes thereto.
The Group records a provision for dismantling at the end of the construction period of the solar and wind power plants. This provision is calculated by estimating the present value of the obligations assumed as a result of dismantling or retirement and others associated with the aforementioned asset, such as the costs of refurbishing the site on which the solar plants are located. At 31 December 2019 and 2018 the Group had not recognised any amount in this respect as it had no plants in operation.
The breakdown of these consolidated statement of financial position headings at December 31, 2019 and December 31, 2018 is as follows:
| Non-current borrowings |
Current borrowings |
Total at 12.31.2018 |
Non-current borrowings |
Current borrowings |
Total at 12.31.2019 |
|
|---|---|---|---|---|---|---|
| Obligations and tradeable values | - | - | - | 21,539,686 | - | 21,539,686 |
| Bank borrowings Loans |
9,333,447 9,333,447 |
6,061,848 2,799,001 |
15,395,295 12,132,448 |
41,764,740 41,764,740 |
4,953,157 3,633,730 |
46,717,897 45,398,470 |
| Credit facilities | - | 2,424,089 | 2,424,089 | - | 24,435 | 24,435 |
| Foreign financing | - | 838,758 | 838,758 | - | 1,294,992 | 1,294,992 |
| Other financial liabilities | 266,535 | 1,244,074 | 1,510,609 | 208,249 | 3,342,401 | 3,550,650 |
| Derivatives | - | - | - | 654,429 | 654,429 | |
| Finance lease liabilities | 134,854 | 27,662 | 162,516 | 3,726,447 | 692,217 | 4,418,664 |
| Total | 9,734,836 | 7,333,584 | 17,068,420 | 67,239,122 | 9,642,204 | 76,881,326 |
The only liabilities that are measured at fair value are derivative financial instruments. These were measured using cash flow discounts (see Note 4.9).
The fair value of the other financial assets and liabilities does not differ significantly from the amount at which they are recognised.
At December 31, 2019 and December 31, 2018, the breakdown of borrowings by residual maturities is as follows:
| Obligations and tradeable values |
Bank borrowings |
Other borrowings |
Derivatives | Finance lease liabilities |
Total | |
|---|---|---|---|---|---|---|
| Until 12.31.2020 | - | 4,953,157 | 3,342,401 | 654,429 | 692,217 | 9,642,204 |
| Until 12.31.2021 | - | 5,979,643 | 52,060 | - | 515,209 | 6,546,912 |
| Until 12.31.2022 | - | 5,250,801 | 156,189 | - | 553,070 | 5,960,060 |
| Until 12.31.2023 | - | 5,448,398 | - | - | 482,268 | 5,930,666 |
| Until 12.31.2024 | 21,539,686 | 5,855,502 | - | - | 473,019 | 27,868,207 |
| More than 5 periods | - | 19,230,396 | - | - | 1,702,881 | 20,933,277 |
| Total | 21,539,686 | 46,717,897 | 3,550,650 | 654,429 | 4,418,664 | 76,881,326 |
| Bank borrowings | Other borrowings | Finance lease liabilities | Total | |
|---|---|---|---|---|
| Within one year | 6,061,848 | 1,244,074 | 27,662 | 7,333,584 |
| Until 2020 | 2,618,644 | 52,060 | 27,688 | 2,698,392 |
| Until 2021 | 1,271,276 | 52,060 | 23,168 | 1,346,504 |
| Until 2022 | 453,627 | 52,060 | 80,887 | 586,574 |
| Until 2023 | 453,627 | 52,060 | 3,111 | 508,798 |
| More than 5 periods | 4,536,273 | 58,295 | - | 4,594,568 |
| Total | 15,395,295 | 1,510,609 | 162,516 | 17,068,420 |
During 2019 and 2018 the Group complied with the payment of all amounts of its financial debt at maturity. Likewise, at the date of authorization of these consolidated financial statements the Group had complied with all related obligations assumed.
In October 2019, the Parent's Board of Directors agreed to establish the "2019 Grenergy fixedincome renewable energy program;" the Company may issue fixed-income securities in the short and long term in a maximum nominal amount of up to 50,000,000 euros. During October, 2019, the corresponding prospectus reported admission to trading on the Alternative Fixed-Income Market (MARF), to incorporate bonds issued within the framework of the "2019 Grenergy fixed-income renewable energy program" during its validity period (1 year commencing the date of inclusion of the prospectus for the admission for trading to MARF).
In November 2019, the Parent issued bonds under the above program in the nominal amount of 22,000,000 euros at a 4.75% interest rate, maturing in November 2024. Accrued interest in the year amounted to 174 thousand euros.
At year end, the Group was in compliance with its bond-issue covenants.
The breakdown of loans subscribed and their main contractual conditions at December 31, 2019 and December 31, 2018 is as follows:
Year ended December 31, 2019
| Euros | |||||||
|---|---|---|---|---|---|---|---|
| Financial institution | Maturity date |
Interest rate |
Type of | Installments | Non-current liabilities |
Current liabilities |
Total |
| Banco Sabadell | 10/20/2021 | 2.50% | Corporate | Monthly | 534,031 | 609,693 | 1,143,724 |
| Banco Sabadell (USD) | 04/19/2021 | 3.60% | Corporate | Monthly | 297,229 | 891,687 | 1,188,916 |
| Banco Santander | 04/10/2020 | 2.15% | Corporate Project / |
Quaterly | - | 673,827 | 673,827 |
| KFW Bank (USD) CAF-Banco de Desarrollo |
07/31/2034 | 5.00% | corporate guarantee | Semi-annual | 22,961,222 | 1,458,523 | 24,419,745 |
| de América Latina & ICO | Project / | ||||||
| (USD) | 04/30/2036 | 6.79% | corporate guarantee Project / |
Semi-annual | 8,119,074 | 8,119,074 | |
| Sinia Capital (USD) | 11/30/2035 | 9.50% | corporate guarantee | Semi-annual | - | - | - |
| Banco Security, Banco del Estado de Chile y Penta |
|||||||
| Vida Compañía de | Project / | ||||||
| Seguros de Vida (USD) | 11/08/2036 | corporate guarantee Project / |
Semi-annual | - | - | - | |
| Sinia Capital (USD) | 11/08/2036 | corporate guarantee | Semi-annual | 9,808,555 | - | 9,808,555 | |
| Total | 41,764,740 | 3,633,730 | 45,398,470 |
| Euros | |||||||
|---|---|---|---|---|---|---|---|
| Financial institution | Maturity date |
Interest rate |
Type of | Installments | Non current liabilities |
Current liabilities |
Total |
| Project / | |||||||
| KFW BANK (USD) | 07/31/2034 | 5.00% | corporate guarantee | Semi-annual | 6,350,782 | - | 6,350,782 |
| BANCO SABADELL | 10/20/2021 | 2.50% | Corporate | Monthly | 1,143,724 | 602,127 | 1,745,851 |
| BANCO SABADELL (USD) | 04/19/2021 | 3.60% | Corporate | Monthly | 1,165,114 | 870,701 | 2,035,815 |
| BANCO SANTANDER | 04/10/2020 | 2.15% | Corporate | Quaterly | 673,827 | 1,326,173 | 2,000,000 |
| Total | 9,333,447 | 2,799,001 | 12,132,448 |
The three loans backed by corporate guarantees with Banco Sabadell and Banco Santander were arranged to bolster the Group's cash position in the event of upcoming investments in developing projects, and ensuring that Grenergy has sufficient liquidity to carry out its business plan. The abovementioned loans are not subject to covenants, apart from that related to the Kosten project. Interest rates range from 2.15%-3.60%, maturing in between 2 and 5 years.
In 2019 the Group had 4 project finance arrangements in the approximate total amount of 127 million euros:
The project finance agreement with KFW Bank corresponds to a senior financing contract with a maximum principal amount of 31.7 million US dollars (28.3 million euros at the 2019 exchange rate) maturing on July 31, 2034 and repayable in semi-annual installments at an interest rate of 5%. At year end, the Group was in compliance with its bond-issue covenants. There are certain associated guarantees related to the Company's properties requiring compliance with certain commitments.
An addition, during the construction of the Duna and Huambos wind farms, several syndicated loan agreements were arranged during March 2019 in the maximum amount of \$36.8 million (2018: 32.8 million euros at the year-end exchange rate), maturing on March 31, 2037 with CAF-Banco de Desarrollo de América Latina and Spain's Instituto de Crédito Oficial (ICO), with an all-in 6.79% interest rate. Both contracts are mezzanine loans (subordinated to senior financing) totaling \$6 million (2019 exchange rate: 5.3 million euros), maturing on November 30, 2035, with Sinia Capital, S.A. de C.V. at a 9.50% interest rate. There are certain associated guarantees related to the Company's properties requiring compliance with certain commitments.
In November of the year, the Group arranged financing in the amount to \$60.3 million (yearend 2019 exchange rate: 54.8 million euros) with Banco Security, Banco del Estado de Chile, and Penta Vida Compañía de Seguros de Vida, to build a solar farm with 103 MW capacity in Quillaga, and an estimated output of 301 gigawatts/hour. This park is slated for connection during the third quarter of 2020. The structure is project finance, encompassing financing of the senior debt within 17 years. Sinia Renovables, SAU, is wholly owned by Banco de Sabadell, S.A., which also participates in financing the abovementioned solar farm thanks to a mezzanine loan in the amount of \$11 million (2019 exchange rate: 9.8 million euros). There are certain associated guarantees related to the Company's properties requiring compliance with certain commitments.
At December 31, 2019 and December 31, 2018 the Group had subscribed credit facilities and credit financing for foreign operations with various financial entities. The breakdown of these items at said dates and their contractual terms are as follows:
| Euros | |||||
|---|---|---|---|---|---|
| Financial institution | Maturity | Credit limit | Amount drawn | Drawable amount | |
| BANKIA I | 05/27/2020 | 100,000 | - | 100,000 | |
| BANKIA II | 04/21/2020 | 1,500,000 | - | 1,500,000 | |
| SANTANDER | 04/17/2020 | 300,000 | - | 300,000 | |
| SANTANDER II (ANTES POPULAR) | 05/07/2020 | 200,000 | - | 200,000 | |
| SABADELL | 05/10/2020 | 200,000 | 23,102 | 176,898 | |
| BANKINTER | Indefinite | 500,000 | - | 500,000 | |
| BANKIA (VISA) | Indefinite | 3,000 | - | 3,000 | |
| BANCO SABADELL (VISA) | Indefinite | 30,000 | - | 30,000 | |
| SECURITY (VISA) | Indefinite | 8,000 | 1,333 | 6,667 | |
| Total credit facilities | 2,841,000 | 24,435 | 2,816,565 | ||
| SABADELL (USD) | Indefinite | 13,500,000 | 67,554 | 2,886,110 | |
| SANTANDER (USD) | Indefinite | 11,750,000 | - | 7,024,020 | |
| BANKIA (USD) | 05/27/2020 | 11,000,000 | 1,227,438 | 3,218,843 | |
| BANKINTER (USD) | Indefinite | 11,000,000 | - | 5,531,739 | |
| CAIXABANK (USD) | 01/23/2021 | 5,000,000 | - | 2,985,581 | |
| BBVA (USD) | 03/01/2020 | 5,000,000 | - | - | |
| Total foreign financing | 57,250,000 | 1,294,992 | 21,646,293 | ||
| Total | 60,091,000 | 1,319,427 | 24,462,858 |
Year ended December 31, 2019:
| Euros | ||||
|---|---|---|---|---|
| Financial institution | Maturity | Credit limit | Amount drawn | Drawable amount |
| BANKIA I | 09/07/2019 | 100,000 | 93,524 | 6,476 |
| BANKIA II | 04/21/2019 | 1,500,000 | 1,494,422 | 5,578 |
| SANTANDER | 04/14/2019 | 300,000 | 281,761 | 18,239 |
| POPULAR | 10/26/2019 | 200,000 | 189,852 | 10,148 |
| SABADELL | 05/25/2019 | 200,000 | 80,203 | 119,797 |
| BANKINTER | 07/28/2019 | 300,000 | 271,616 | 28,384 |
| BANKIA (VISA) | Indefinite | 3,000 | - | 3,000 |
| BANCO SABADELL (VISA) | Indefinite | 30,000 | 12,711 | 17,289 |
| Total credit facilities | 2,633,000 | 2,424,089 | 208,911 | |
| SABADELL (USD) | Indefinite | 6,500,000 | 250,952 | 6,064,509 |
| SANTANDER (USD) | Indefinite | 6,000,000 | - | 2,959,432 |
| BANKIA (USD) | 09/07/2019 | 6,000,000 | 587,806 | 2,336,537 |
| POPULAR (USD) | 10/26/2019 | 2,000,000 | - | 2,000,000 |
| BANKINTER (USD) | 07/28/2019 | 6,500,000 | - | 6,500,000 |
| CAIXABANK (USD) | 01/23/2019 | 5,000,000 | - | 5,000,000 |
| BBVA (USD) | 07/12/2019 | 3,000,000 | - | 1,994,369 |
| Total foreign financing | 35,000,000 | 838,758 | 26,854,847 | |
| Total | 37,633,000 | 3,262,847 | 27,063,758 |
The average annual interest rate on the credit facilities during 2019 was 2.15%.
At December 31, 2019 and December 31, 2018 the breakdown of other borrowings held by the Group was as follows:
Year ended December 31, 2019:
| Euros | |||||||
|---|---|---|---|---|---|---|---|
| Type of | Non-current | Current | |||||
| Financial institution | Maturity | Interest rate | guarantee | Installments | liabilities | liabilities | Total |
| CDTI | 12/05/2022 | No interest | No | Monthly | 208,249 | 52,060 | 260,309 |
| Ministerio de Economía | |||||||
| y Competitividad | 20/01/2021 | No interest | No | Monthly | - | 6,226 | 6,226 |
| Other borrowings | |||||||
| (Kosten) | - | - | - | - | - | 1,169,001 | 1,169,001 |
| Other borrowings (PEQ) | - | - | - | - | - | 2,113,810 | 2,113,810 |
| Other | - | - | - | - | - | 1,304 | 1,304 |
| Total | 208,249 | 3,342,401 | 3,550,650 |
Year ended December 31, 2018:
| Euros | |||||||
|---|---|---|---|---|---|---|---|
| Type of | Non-current | Current | |||||
| Financial institution | Maturity | Interest rate | guarantee | Installments | liabilities | liabilities | Total |
| CDTI | 12/05/2022 | No interest | No | Monthly | 260,308 | 52,060 | 312,368 |
| Ministerio de Economía y | |||||||
| Competitividad | 20/01/2021 | No interest | No | Monthly | 6,227 | 5,926 | 12,153 |
| Other borrowings | - | - | - | - | - | 1,186,088 | 1,186,088 |
| Total | 266,535 | 1,244,074 | 1,510,609 |
This heading corresponds to the following:
· Amount pending payment at year end which was generated by the purchase of Kosten S.A., and integrated into the Group during 2017.
The repayment of these loans can be extended over a maximum period of seven yearly installments at identical amounts, allowing a maximum maturity for the first annual installment of five years counted from the date on which they were granted. The first of said annual installments fell due for the year 2015.
Derivative financial instruments during the year corresponded to two interest rate swaps established to mitigate the effects of Libor 6-month fluctuations upon which finance charges on bank borrowings are established to finance construction of the solar park indicated under Quillagua's "PP&E under construction." The notional amounts and fixed rates on the above during 2019 follow:
| Farm | Financial entity | Notional a 12.31.2019 | Fixed rate |
|---|---|---|---|
| Quillagua | Banco Security | 11,207,946 | 6.452% |
| Quillagua | Banco del Estado de Chile | 11,207,946 | 6.452% |
Under the terms of the swap, twice a year, the Group pays monthly interest at a fixed rate of 6.452% and receives interest at a floating rate of 6-month Libor. The swap was designated as a cash flow hedge of the interest rate risk associated with the mortgage loan granted by Banco Security and Banco del Estado de Chile. The terms of the hedging instrument and the covered instrument are the same, and thus it is considered an effective hedge.
Commencing January 1, 2019, due to the application of IFRS 16 "Leases," lease liabilities are contemplated under "Financial debt" (Note 2.2). The chief liabilities recognized during 2019 under this heading on the consolidated statement of financial position are:
| Lands | Offices | Transportation equipment | Total | |
|---|---|---|---|---|
| Long-term finance lease liabilities | 2,521 | 1,074 | 132 | 3,727 |
| Short-term finance lease liabilities | 306 | 353 | 33 | 692 |
| TOTAL (Thousands euros) | 2,827 | 1,427 | 165 | 4,419 |
"Land" includes lease liabilities from the rental agreements for the land upon which the Kosten, Duna & Huambos, and Quillagua parks are being built.
"Offices" includes lease agreements for the office space in Spain and Chile.
"Transportation equipment" includes finance leases for certain vehicles.
As at 31 December 2019, there were no debts to related companies.
The breakdown of these headings in the accompanying consolidated statements of financial position at ended 2019 and December 31, 2018 is as follows:
Year ended December 31, 2019:
| Maturity date |
Interest rate | Type of guarantee |
Non-current borrowings |
Current borrowings |
Total at 12.31.19 |
|
|---|---|---|---|---|---|---|
| Borrowings from related companies Loan debt Tax related debt |
Indefinite - |
Euribor 12 months + 2% - |
- - |
- - |
17,033 316,736 |
17,033 316,736 |
| Total | - | - | 333,769 | 333,769 |
The above table shows the debt owed Daruan Group Holding, S.L. at the closing of the interim period ended December 31, 2019 and the closing of FY 2018, amounting to 17 thousand euros.
The Group files its corporate tax return as part of the tax group comprised of all companies which fulfill the requirements established in Chapter VI of Title VII of Law 27/2014 of November 27, on Corporate Income Tax, with Daruan Group Holding, S.L. as the parent of said tax group. Thus, a related debt of 317 thousand euros owed to this company was recorded at December 31, 2018. As discussed in Note 20, in 2019 the Parent and the other subsidiaries ceased to belong to the Daruan Group Holding, S.L. and Subsidiaries tax group.
The total amount of payments made during the year, with details of periods of payments, according to the maximum legal limit under Law 15/2010 of 5 July, which laid down measures against slow payers in Spain, is as follows:
| 2019 | 2018 | |
|---|---|---|
| Days | Days | |
| Average supplier payment period | 52.92 | 62.56 |
| Transactions paid ratio | 60 | 69 |
| Transactions pending payment ratio | 43 | 45 |
| Euros | Euros | |
| Total transactions paid | 26,556,384 | 23,053,948 |
| Total transactions pending payment | 18,961,836 | 8,445,984 |
The breakdown of balances with public administrations at December 31, 2019 and December 31, 2018 is as follows:
| Receivable from public administrations | Non current |
Current | Balance at 12.31.19 |
Non current |
Current | Balance at 12.31.18 |
|---|---|---|---|---|---|---|
| Deferred tax assets | 3,497,950 | - | 3,497,950 | 956,594 | - | 956,594 |
| Current tax assets | - | 16,112 | 16,112 | - | - | - |
| Other receivables from Public Administrations | - | 12,146,960 | 12,146,960 | - | 2,091,851 | 2,091,851 |
| Tax return receivables | - | 1,577,972 | 1,577,972 | - | 714,533 | 714,533 |
| Tax receivables VAT | - | 10,568,988 | 10,568,988 | - | 1,377,318 | 1,377,318 |
| Total | 3,497,950 | 12,163,072 | 15,661,022 | 956,594 | 2,091,851 | 3,048,445 |
| Payable to public administrations | Non current |
Current | Balance at 12.31.19 |
Non current |
Current | Balance at 12.31.18 |
|---|---|---|---|---|---|---|
| Deferred tax liabilities | 3,450,112 | - | 3,450,112 | - | - | - |
| Current tax liabilities | - | 730,798 | 730,798 | - | - | - |
| Other payables to public administrations | - | 1,370,551 | 1,370,551 | - | 299,458 | 299,458 |
| VAT payable | - | 977,065 | 977,065 | 128,172 | 128,172 | |
| Payable to the public treasury for withholdings | - | 329,274 | 329,274 | 129,526 | 129,526 | |
| Social security agencies | - | 64,212 | 64,212 | 41,760 | 41,760 | |
| Total | 3,450,112 | 2,101,349 | 5,551,461 | - | 299,458 | 299,458 |
In accordance with current legislation in the countries in which Group companies are located, taxes cannot be considered definitive until they have been inspected by the tax authorities or the corresponding inspection period has elapsed.
Due to the varying interpretations of the tax regulations applicable, certain tax contingencies that are not objectively quantifiable could arise. Nevertheless, the Parent's Directors considers that tax debts arising from possible future actions taken by the tax authorities corresponding to each of the Group companies would not have a significant effect on the consolidated financial statements taken as a whole.
The Spanish companies of the Grenergy Group file their tax returns under a consolidated tax regime since 2012, together with other companies of the Daruan Group. During 2012 and 2013 the parent of the tax group was Daruan Venture Capital, S.C.R., and since 2014 the new parent of the tax group has been Daruan Group Holding, S.L. As discussed in Note 13.1, in 2019 the Parent and its Spanish subsidiaries left the tax group.
The reconciliation between consolidated accounting profit and income tax, based on each company's individual information, is as follows:
Year ended December 31, 2019
| Income statement | |||
|---|---|---|---|
| Increase | Decrease | Total | |
| 279,710 283,771 |
(1,593) (360) (238,442) |
14,099,760 278,117 283,411 (238,442) |
|
| 14,422,846 4,182,625 |
|||
| (1,519,182) 2,663,443 |
|||
(*) Mainly corresponds to consolidation adjustments arising from the elimination of unrealized internal third-party margins.
| Income statement | |||||
|---|---|---|---|---|---|
| Increase | Decrease | Total | |||
| Profit/(loss) before tax | 10,927,936 | ||||
| Permanent differences | 189,300 | (2,853) | 186,447 | ||
| Temporary differences | 86,323 | (427,415) | (341,092) | ||
| Capitalization Reserve | (62,261) | (62,261) | |||
| Tax base (fiscal result) | 10,711,030 | ||||
| Gross tax calculated at average tax rate | 3,106,198 | ||||
| Expenditure / (Income) for tax associated with consolidation adjustments (*) | (1,710,720) | ||||
| Expense (Income) on earnings | 1,395,478 |
(*) It corresponds mainly to consolidation adjustments due to the elimination of unrealized internal margins against third parties.
The composition of (expenditure) / income on earnings for the 2019 and 2018 fiscal years is as follows:
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| GRENERGY RENOVABLES, S.L. | (1,846,941) | (1,642,516) |
| GREENHOUSE RENEWABLE ENERGY S.L. | 38 | 54 |
| GREENHOUSE SOLAR ENERGY S.L. | 38 | 46 |
| GREENHOUSE SOLAR FIELDS S.L. | 38 | 54 |
| GR RENOVABLES PACIFIC LTDA | (549,801) | (305,688) |
| PARQUE EÓLICO QUILLAGUA, SPA | (191,909) | - |
| GRENERGY OPEX, SPA | (29,353) | - |
| GUIA DE ISORA SOLAR 2 S.L. | 97 | 83 |
| GR SOLAR 2020 S.L. | 1 | 255 |
| GR SUN SPAIN S.L. | - | 1 |
| GR TARUCA SAC | (22,291) | (14,064) |
| GR PAINO SAC | (14,463) | (14,162) |
| GR TAKE RENOVABLES, S.L.U. | (104) | - |
| GR EUGABA RENOVABLES, S.L.U. | (97) | - |
| GR NEGUA RENOVABLES, S.L.U. | 133 | - |
| GR PERÚ SAC | (38,855) | - |
| GRENERGY COLOMBIA, SAS | 31,907 | - |
| GR TINEO SPA | - | 89,897 |
| GR GUAYACAN SPA | - | 81,144 |
| GR LINGUE SPA | - | 188,798 |
| KOSTEN SA | - | 221,708 |
| GREEN HUB SA de CV | - | (1,519) |
| ORSIPO 5 SOLAR | - | (349) |
| GR EQUITY WIND AND SOLAR S.L. | (1,881) | 780 |
| Total | (2,663,443) | (1,395,478) |
The tax rates change according to the different locations, the main ones being the following for the year 2019 and 2018:
| Country | Tax rate | ||
|---|---|---|---|
| Spain | 25% | ||
| Chile | 27% | ||
| Peru | 29.50% | ||
| Argentina | 35% | ||
| Mexico | 30% | ||
| Colombia | 33% |
The difference between tax expense for the year and those previous, and that which is already paid or is payable during the periods recognized under "Deferred tax assets" or "Deferred tax liabilities," as appropriate. The above deferred tax assets were calculated by applying the prevailing nominal tax rate to the amounts.
The detail of this line item in the accompanying consolidated statement of financial position at December 31, 2019 and 2018 is as follows:
| Registered in profit and loss account | Registered in profit and loss account | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance at 12.31.2017 |
Additions | Retirements | Balance at 12.31.2018 |
Additions | Business combinations |
Retirements | Balance at 12.31.2019 |
|
| Deferred tax assets Pending negative tax base |
402,743 - |
836,956 247,987 |
(283,105) - |
956,594 247,987 |
742,802 - |
1,934,343 1,934,376 |
(135,789) (135,789) |
3,497,950 2,046,574 |
| Pending tax deductions Temporary differences Deferred tax liabilities |
- 402,743 463,446 |
33 588,936 - |
- (283,105) (463,448) |
33 708,574 - |
- 742,802 344,032 |
(33) 3,107,111 |
- - (1,031) |
- 1,451,376 3,450,112 |
| Permanent differences Temporary differences Total |
- 463,446 (60,703) |
- 836,956 |
- (463,446) 180,341 |
- - 956,594 |
- 344,032 398,770 |
- 3,107,111 (1,172,768) |
- (1,631) (134,758) |
- 3,450,112 47,838 |
Deferred tax assets arising from business combinations correspond to the tax base of the subsidiary Parque Eólico Quillagua, SpA at the date it joined the Group (Note 5).
Deferred tax liabilities on business combinations correspond to the measurement at fair value of the assets acquired from the Kosten y Parque Eólico Quillagua business combinations (Note 5).
The recoverability of deferred tax assets is assessed during recognition and at least at year end, in accordance with Group results during upcoming years.
At the end of the 2019 and 2018 financial years, the negative tax bases pending compensation by company is as follows:
| Thousands Euros | 12.31.2019 | 12.31.2018 |
|---|---|---|
| LEVEL FOTOVOLTAICA, S.L. | 323 | 322 |
| GR PACIFIC OVALLE, LTDA. | 1,017 | 1,017 |
| GRENERGY PERU SAC | 783 | 765 |
| GR RENOVABLES MEXICO S.A. | 1,559 | 1,417 |
| GRENERGY COLOMBIA SAS | 145 | 137 |
| GRENERGY ATLANTIC S.A. | 101 | 101 |
| FAILO 3, LTDA. | 18 | 15 |
| PARQUE EÓLICO QUILLAGUA, SpA | 7,164 | - |
| KOSTEN SA | 477 | 856 |
| Total | 11,587 | 4,630 |
The above table indicates that during 2018, the only tax loss carryforwards correspond to the subsidiaries Kosten, S.A. and Parque Eólico Quillagua, SpA. The recovery of these tax credits is reasonably assured because they do not have a maturity date and correspond to companies that are estimated to have recurring profits in the future when they enter into operation.
The breakdown of the consolidated balance recognized under this heading by sector of activity is as follows:
| 12.31.2019 | 12.31.2018 | |||||
|---|---|---|---|---|---|---|
| Purchases | Changes in stocks |
Total applied |
Purchases | Changes in stocks |
Total applied |
|
| Consumption of goods for release Subcontracted work |
62,674,701 13,507 |
(99,857) - |
62,574,844 13,507 |
20,764,986 357,858 |
938,231 - |
21,703,217 357,858 |
| Total | 62,688,208 | (99,857) | 62,588,351 | 21,122,844 | 938,231 | 22,061,075 |
The breakdown of the purchases recorded in the accompanying consolidated income statement is as follows:
| 12.31.2019 | 12.31.2018 | |||
|---|---|---|---|---|
| Spain | 8,557,104 | 6,515,023 | ||
| Imports | 54,131,104 | 14,607,821 | ||
| Total | 62,688,208 | 21,122,844 |
The breakdown of this heading in the consolidated income statement at 2019 and 2018 is as follows:
| 12.31.2019 | 12.31.2019 | |
|---|---|---|
| Social security payable by the Company Other social security expenses |
707,907 64,912 |
386,673 39,346 |
| Total | 772,819 | 426,019 |
The Group's average number of employees during ended 2019 and 2018 by professional category is as follows:
| Category | 2019 | 2018 |
|---|---|---|
| Board members and Senior management | 6 | 4 |
| Department directors | 16 | 15 |
| Other | 64 | 64 |
| Total | 86 | 83 |
The breakdown by gender of employees, directors, and senior management at 2019 and 2018 is as follows:
| 12.31.2019 | 12.31.2018 | |||||
|---|---|---|---|---|---|---|
| Category | Male | Female | Total | Male | Female | Total |
| Senior management | 6 | 3 | 9 | 4 | 1 | 5 |
| Department Directors | 13 | 4 | 17 | 11 | 4 | 15 |
| Other | 95 | 29 | 124 | 67 | 24 | 91 |
| Total | 114 | 36 | 150 | 82 | 29 | 111 |
The Group had no employees under contract with disabilities greater than or equal to 33% during 2019 or 2018.
The breakdown is as follows:
| 2019 | 2018 | |
|---|---|---|
| Lease payments (Note 8.2) | 150,434 | 821,376 |
| Repairs and maintenance | 155,891 | 90,043 |
| Independent professional services | 1,966,538 | 1,448,089 |
| Transports | 10,533 | 10,936 |
| Insurance premiums | 188,951 | 146,951 |
| Bank services | 269,910 | 77,585 |
| Publicity, advertising and public relations | 156,531 | 37,263 |
| Supplies | 168,216 | 65,644 |
| Other services | 961,074 | 701,601 |
| Total | 4,028,078 | 3,399,488 |
"Professional services" reflects 551 thousand euros corresponding to the expenses incurred when the Parent applied for admission to trading on the Barcelona, Bilbao, and Valencia stock exchanges, and inclusion on Spain's Alternative Stock Market.
"Other" mainly includes expenses incurred when changing offices in Spain and Chile during 2019, as well as personnel travel expenses during 2019 and 2018.
The breakdown of finance income and expenses recognized in the accompanying consolidated income statement is as follows:
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Income | 55,019 | - |
| Interest from other financial assets | 55,019 | - |
| Expenses | (1,141,769) | (1,559,392) |
| Interest on borrowings | (1,141,769) | (1,559,392) |
| Currency translation differences | (2,307,056) | (2,798,088) |
| Impairment and gains or losses on disposal of financial instruments | (25,000) | (122,714) |
| Impairment losses | (25,000) | (122,714) |
| Finance cost | (3,418,806) | (4,480,194) |
Negative exchange differences during 2019 chiefly arose due to the sharp depreciation in the Argentine peso vs. the US dollar, due to balances receivable from Argentina's public bodies.
Negative exchange differences in 2018 mainly correspond to the pronounced depreciation of the Chilean peso with respect to the US dollar.
The contributions to consolidated profit attributable to the Parent for 2019 and 2018 (in euros) by each company included in the consolidation scope are as follows:
| Entities | 12.31.2019 | 12.31.2018 |
|---|---|---|
| GRENERGY RENOVABLES, S.A. | 12,495,751 | 15,216,857 |
| GREENHOUSE RENEWABLE ENERGY S.L. | (113) | (217) |
| GREENHOUSE SOLAR ENERGY S.L. | (113) | (184) |
| GREENHOUSE SOLAR FIELDS S.L. | (113) | (217) |
| GUIA DE ISORA SOLAR 2 S.L. | (296) | (332) |
| GR SOLAR 2020 S.L. | (3) | (1,021) |
| GR SUN SPAIN S. L. | - | (4) |
| GR EQUITY WIND AND SOLAR S.L. | 13,219 | 74,628 |
| LEVEL FOTOVOLTAICA S.A. | (2,447) | (153,687) |
| EDEN RENOVABLES, S.L. | - | (60) |
| CHAMBO RENOVABLES, S.L. | (60) | |
| MAMBAR RENOVABLES, S.L. | - | (60) |
| GR TAKE RENOVABLES, S.L.U. | 311 | - |
| GR EUGA BA RENOVABLES, S.L.U. | 292 | |
| GR NEGUA RENOVABLES, S. L. U. | (399) | - |
| GR RENOVABLES MEXICO S.A. | (212,345) | (443,974) |
| GREEN HUB SA de CV | (30,483) | (513,212) |
| GRENERGY PERU SAC | (357,050) | (237,535) |
| GR PAINO SAC | 34,624 | 44,335 |
| GR TARUCA SAC | 51,164 | 43,937 |
| GRENERGY RENOVABLES PACIFIC, LTDA. | 2,018,453 | (772,437) |
| GRENERGY OPEX, SpA | 73,471 | - |
| PARQUE EDLICO QUILLAGUA, SpA | (162,493) | - |
| GRENERGY COLOMBIA SAS | 16,966 | (55,804) |
| GRENERGY ATLANTIC S.A. | (266,344) | (97,142) |
| KOSTEN S.A. | (2,130,535) | 122,822 |
| FAILO 3, LTDA. | - | (7,612) |
| GR HUINGAN SPA(**) | - | (11,472) |
| GR PACIFIC OVALLE LTDA. GR MOLLE SPA (*) |
(146) (16,388) |
(981,841) (21,060) |
| GR BELLOTO SPA (*) | (24,890) | (25,209) |
| GR TAMARUGO SPA (*) | (27,472) | - |
| GR GUINDO SPA | (21,366) | - |
| GR SAUCE SPA | (13,505) | - |
| MESO 4 SOLAR | - | (23,392) |
| CRISON 2 SOLAR | - | (2,370) |
| AST1L0 1 SOLAR | - | (26,641) |
| ORSIPO 5 SOLAR | (795) | 4,871 |
| GR LAUREL SPA(**) | - | (316,549) |
| GR AVELLANO SPA(**) | (3,879) | |
| GR UTRE SPA(**) | (853,771) | |
| GRARRAYAN SPA (**) | - | (21,554) |
| GR TINED SPA(**) | (227,945) | |
| GR GUAYACAN SPA(**) | - | (205,308) |
| GR LINGUE SPA(**) | - | (488,239) |
| GR QUILLAY SPA(**) | - | (13,312) |
| GR ALERCE SPA(**) | (13,602) | |
| GR PALMA SPA(**) | - | (19,082) |
| GR LILEN SPA(**) | (31,891) | |
| GR MELI SPA(**) | - | (411) |
| GR CHAQUIHUE SPA(*) | - | (103,787) |
| GR PACIFIC PAN DE AZOCAR, LTDA.(**) | - | (106,614) |
| Total Entities | 11,436,955 | 9,725,962 |
(*) Out of consolidation scope at 12.31.2019
(**) Out of consolidation scope at 12.31.2018
Transactions performed with foreign currency in 2019 and 2018 follow:
Year ended December 31, 2019
| 12.31.2019 | |||||||
|---|---|---|---|---|---|---|---|
| Value in euros | |||||||
| American | Chilean Peruvian Mexican Argentinian Colombian |
||||||
| Dollars | peso | soles | peso | peso | peso | Total | |
| Sales revenue | 70,931,791 | - | - | - | - | - | 70,931,791 |
| Revenue from services rendered | - | 1,120,742 | - | - | - | - | 1,120,742 |
| Total | 70,931,791 | 1,120,742 | - | - | - | - | 72,052,533 |
| Purchases | (39,809,633) | (14,321,471) | - | - | - | - | (54,131,104) |
| Work carried out by other companies | - | (13,507) | - | - | - | - | (13,507) |
| Reception of services | (255,377) | (1,028,145) | (188,018) | (79,423) | - | (17,533) | (1,568,496) |
| Total | (40,065,010) | (15,363,123) | (188,018) | (79,423) | - | (17,533) | (55,713,107) |
Year ended December 31, 2018
| 12.31.2018 | |||||||
|---|---|---|---|---|---|---|---|
| Value in euros | |||||||
| American | Chilean | Peruvian | Mexican | Argentinian | Colombian | ||
| Dollars | peso | soles | peso | peso | peso | Total | |
| Sales revenue Revenue from services rendered |
24,254,429 - |
2,022,201 778,268 |
- - |
- - |
- - |
- - |
26,276,630 778,268 |
| Total | 24,254,429 | 2,800,469 | - | - | - | - | 27,054,898 |
| Purchases | (12,407,766) | (7,257,779) | - | - | - | - | (19,665,545) |
| Work carried out by other companies | - | (357,859) | - | - | - | - | (357,859) |
| Reception of services | - | (1,662,109) | (114,587) | (61,961) | (128,234) | (43,552) | (2,010,443) |
| Total | (12,407,766) | (9,277,747) | (114,587) | (61,961) | (128,234) | (43,552) | (22,033,847) |
One of the stages which characterizes the development of a renewable energy project (albeit solar or eolic in nature) is the performance of studies and statements on the environmental impact installations may exert. The key purpose of the above is to measure and reduce the true impact of executing projects on the environment.
Competent authorities in the different countries in which the Group operates are in charge of preventing environmental damage. Conducting an environmental impact assessment on any activity makes it possible to introduce environmental aspects during project design and execution, as well as the performance of activities carried out in each country. These assessments certify that public- and private-sector initiatives are prepared to comply with applicable environmental requirements.
Although there are a vast array of different environmental impacts, they can be classified into three types according to origin: (i) environmental impact unleashed by taking advantage of natural resources; (ii) the effects of pollution; and (iii) the damage caused by land occupation.
The Group's projects are generally affected by the environmental impact of land occupation. When a project commences, land is sought and located encompassing the essential characteristics necessary to ensure it is not changed during project execution; on occasion environmental improvements are made.
Another effect on the environment which could impact the Group's PP&E is pollution, since some of the machinery used in carrying out its activities belongs to the Group. In this regard, the parties in charge of executing any stage in the development of a project always seek to optimize equipment organization, adapting it to its surroundings.
Depending on each project, the Group hires different consultants and engineering firms to conduct environmental studies which are subsequently reviewed by competent authorities. Once the study in question has been closely reviewed by competent authorities, the decision is made on the suitability of the activity; the conditions and measures to take to correctly protect the environment and natural resources are then determined.
In accordance with prevailing legislation, the Group controls the degree of contamination produced by waste and emissions by applying an appropriate waste disposal policy.
In addition to group entities, jointly controlled entities, and associates, the Group's related parties also include directors and senior management of the Parent (including close family members) as well as those entities over which they may exercise control or significant influence.
Receivable and payable balances with related parties at December 31, 2019 and December 31, 2018 are as follows (Note 9.1 and Note 18):
| Parent company |
Other related parties |
Total 12.31.2019 |
Parent company |
Other related parties |
Total 12.31.2018 |
|
|---|---|---|---|---|---|---|
| Assets | ||||||
| Loans to related companies | 40,512 | - | 40,512 | 45,830 | - | 45,830 |
| 40,512 | - | 40,512 | 45,830 | - | 45,830 | |
| Liabilities | - | (5,436) | (5,436) | - | (27,759) | (27,759) |
| Payable to suppliers, related companies | - | - | - | (332,879) | (890) | (333,769) |
| Borrowings from related companies | - | (5,436) | (5,436) | (332,879) | (28,649) | (361,528) |
The balances with related parties at December 31, 2019 and December 31, 2018 are comprised of the following:
The breakdown of transactions carried out with related parties during 2019 and 2018 is as follows:
| 12.31.2019 | 12.31.2018 | |||||
|---|---|---|---|---|---|---|
| Parent company | Other related parties | Parent company | Other related parties | |||
| Expenses Leases Services received |
(121,837) (121,837) - |
(234,059) (114,059) (120,000) |
- - - |
(250,787) (130,787) (120,000) |
The transactions with related parties carried out in 2019 and 2018 are part of the Group's ordinary business and were generally performed on an arm's length basis:
During ended 2019 and FY 2018, the directors of the Parent were not granted any advances or credit, nor did the Parent assume any obligations on their behalf by way of guarantees extended. Likewise, the Parent has no pension or life insurance commitments for any of its current or former directors.
The directors and senior management received remuneration as per the following breakdown:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Item | Board of Directors Senior managers |
Board of Directors | Senior managers | ||
| Fixed remuneration | 202,286 | 457,645 | 198,000 | 90,000 | |
| Compensation in kind | 7,401 | 707,189 | - | 4,168 | |
| Total | 209,687 | 1,164,834 | 198,000 | 94,168 |
The detail of the remuneration to the Board of Directors by each of the directors for the years 2019 and 2018 is as follows:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Fixed | Compensation | Fixed | Compensation | |||
| Name | Position | remuneration | in kind | remuneration | in kind | |
| D. David Ruiz de Andres | President/ CEO | 120,000 | 7,401 | 120,000 | - | |
| D. Florentino Vivancos Gasset | Board member | 31,736 | - | 30,000 | - | |
| Dna. Ana Peralta Moreno | Vocal | 30,000 | - | 30,000 | - | |
| D. Nicolas Bergareche Mendoza | Vocal | 18,000 | - | 18,000 | - | |
| Dila. Maria del Rocio Hortigüela | ||||||
| Esturillo | Vocal | 2,550 | - | - | ||
| TOTAL | 202,286 | 7,401 | 198,000 | - |
As indicated in Note 4.17, the incentive plan approved for the directors, executives, employees, and key collaborators of Grenergy Renovables, S.A. was exclusively offered to the executives and key personnel of the Parent; no directors or top executives participate.
The Parent's directors are covered by a civil liability policy paid for by the Company, and have paid premiums in this regard during 2019 and 2018 in the amount of 19 and 3 thousand euros, respectively.
At the date of preparation of these consolidated financial statements, none of the Parent's directors had disclosed or informed the Board of Directors of the existence of any direct or indirect conflict of interest with the interests of the Group, either with respect to those members or to the persons referred to in Article 229 of the Spanish Companies Law.
In 2019 and 2018 the directors did not perform any related-party transactions outside the ordinary course of business or under normal market conditions with the Company or with Group companies.
The activities of the Group are exposed to various financial risks: market risk (including exchange rate risk), and liquidity risk. The Group's risk management is focused on the uncertainty of financial markets and attempts to minimize the potentially adverse effects on its profitability, using certain financial instruments for this purpose, described further on in the notes.
The market in which the Group operates is related to the sector for production and commercialization of renewable energies. It is for this reason that the factors which influence said market positively and negatively can affect the Group's performance.
Market risk in the electricity sector is based on a complex price formation process in each of the countries or markets in which the Grenergy Group performs its business activities.
In general, the price of products offered in the sector of renewable energies contains a regulated component as well as a market component. The first is controlled by the competent authorities of each country or market and can vary whenever said authorities consider it appropriate and necessary, resulting in an obligation for all market agents to adapt to the new circumstances, including the Group companies active in said countries. The cost of energy production would be affected as well as distribution to networks, thereby also affecting the price paid by Grenergy Group clients, either with respect to the negotiation of purchase-sales prices for its projects or price formation in the wholesale market ("merchant") as well as under the Power Purchase Agreements ("PPAs").
As far as the market component is concerned, there is the risk that the competitors of the Grenergy Group, both for renewable energies as well as for conventional energies, may be able to offer lower prices, generating competition in the market which, via pricing, may endanger the stability of the Grenergy Group's client portfolio and could thereby provoke a substantial negative impact on its activities, results, and financial position.
At any rate, as the performance of said sector varies significantly from country to country and continent to continent, three years ago the Group initiated a geographical diversification process, breaking into markets outside Spain (currently the Group is present in Spain, Chile, Mexico, Colombia, Argentina, and Peru), thereby reducing this type of risk even more. At present, all the efforts being made by Grenergy are focused on further developing the projects it owns in these countries.
The Group designs, develops, executes, and promotes large scale renewable energy projects, certified by TÜV Rheinland; its integrated quality management system (ISO9001) and environmental management system (ISO 14001) systematizes the identification of each project's requirements in terms of quality, safety, and efficiency for each of the phases of said projects.
With respect to those projects for which the Grenergy Group performs its O&M and AM services, credit risk arises from non-compliance with the recurring payment obligations of the clients party to said contracts, in spite of the fact that these contracts generally foresee quarterly commission payments and payments 30 days subsequent to the issuing of invoices.
The percentage of allowances for insolvencies was zero for 2019.
GRENERGY performs a large part of its economic activities abroad and outside the European market, specifically, in Chile, Peru, Argentina, Mexico, and Colombia. At December 31, 2019 practically all Group revenue was denominated in currencies other than the euro, specifically, the US dollar. Likewise, a large part of the expenses and investments, especially the expenses for the consumables required in the construction activities and investments in development projects, were also obtained in US dollars. Thus, the currency used in the normal course of the Group's corporate activity in LATAM is the local currency or the US dollar.
As a consequence of the fluctuations in the value of local LATAM currencies and the US dollar with respect to the euros (mainly the US dollar) and to the extent that the Group does not at present have any mechanisms or hedging agreements for mitigating exchange rate risks, the Grenergy Group could suffer a negative impact.
Liquidity risk refers to the possibility that the Group not be able to meet its financial commitments in the short term. As the Group's business is capital intensive and involves long term debt, it is important for the Group to analyze the cash flows generated by the business so that it can fulfill its debt payment obligations, both financial and commercial.
Liquidity risk arises from the financing needs of the Grenergy Group's activities due to the time lag between requirements and generation of funds. The management of this risk by the Group is based on the rapid rotation of projects which allows the Group to obtain significant cash flows, subsequently reinvesting them in new projects, and the availability of working capital facilities and credit financing with different financial entities for operations abroad.
As the Group has no significant financial commitments in the short term, at the date of authorization of the consolidated financial statements, the cash flows generated in the short term by the Group are sufficient to meet the maturities of financial and commercial debt in the short term. Liquidity risk refers to the possibility that the Group may not be able to meet its financial commitments in the short term.
However, the future cash flows which the Group will generate in the short term may not prove sufficient to meet its debt commitments in the short term, which could provoke a substantial negative impact on its activities, results, and financial position.
The changes in variable interest rates (e.g. EURIBOR) alter the future flows of assets and liabilities referenced to such rates, especially short and long-term financial debt. The objective of the Grenergy Group's interest rate risk management policy is to achieve a balanced structure of financial debt with a view to reducing the financial cost of debt to the extent possible.
A significant portion of financial debt of the Issuer (e.g. loans and working capital facilities) accrues interest at fixed rates, and as far as structured financing is concerned, such as the "Project Finance" of the Argentinian and Peruvian subsidiaries, the financing contracts are referenced at fixed interest rates or, when referenced to variable rates, allow the Special Purpose Vehicle ("SPV") to substitute the variable rates for fixed rates at each payment request.
However, if future financing is referenced to variable rates or fixed rates increase as a consequence of variable reference rates increasing (EURIBOR or LIBOR), this could provoke a negative impact for the Grenergy Group.
Amongst the commitments acquired in connection with Environmental certification, objectives for continual improvements were set with respect to the environment and the environmental externalities were identified, such as contamination of the atmosphere or water, dangerous waste, and sound or landscape pollution, all considered relatively insignificant.
Thus, in view of its activities and considering the periodic studies carried out on these externalities, the Group does not have any environmental responsibilities, expenses, assets, provisions or contingencies that might be material with respect to its consolidated equity, consolidated financial position, or consolidated results.
In 2019, the Group provided guarantees to third parties in the amount of 45,286,171 euros (2018: 19,016,949 euros), which were chiefly arranged for presentation in public renewable energy tenders.
Since the above-mentioned guarantees are provided basically to ensure compliance with contractual obligations or investment commitments, the events that would lead to their execution, and therefore the cash disbursement, would be failures by Grenergy to meet its obligations in relation to the ordinary course of its business, which is considered to have a remote probability of occurrence. Grenergy estimates that unforeseen liabilities at 31 December 2019, if any, which might arise from the guarantees provided, would not be material.
The fees accrued for professional services provided by Ernst & Young S.L. in fiscal year 2019 and MAZARS Auditores, S.L.P. In the 2018 fiscal year they are detailed below:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| Categories | Services provided by the auditor and related companies |
Services provided by other auditors of the Group |
Services provided by the auditor and related companies |
Services provided by other auditors of the Group |
|
| Audit services (1) | 99,250 | 51,150 | 50,800 | 50,708 | |
| Other verification services (2) | 32,000 | 1,800 | - | - | |
| Total audit and related services | 131,750 | 52,950 | 50,800 | 50,708 | |
| Tax services | - | - | - | - | |
| Total other professional services | - | - | - | - | |
| Total professional services | 131,750 | 52,950 | 50,800 | 50,708 |
(1) Audit services: This heading includes services rendered for the performance of statutory audits of the Group's annual financial statements and the limited review work performed with respect to the interim consolidated financial statements.
(2) Other audit-related assurance services: Mainly corresponds to the Comfort letter review necessary for issuing green bonds.
The activity of the Group consists in the promotion and commercialization of renewable energy installations as well as the production of electric energy and any other complementary activities, together with the management and operation of such renewable energy installations.
The Group analyzes its operating segments based on reviewed internal reports relating to the companies comprising the Group which are regularly reviewed, discussed, and evaluated in the decision-making process, in order to use its resources accordingly while also assessing their performance. The Group classifies its different business activities under the following operational divisions:
The distribution of income and EBITDA between the three business divisions at the end of the 2019 and 2018 is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| Income | 2019 2018 |
|||
| Development and Construction Energy Services |
83,171 - 1,358 |
43,268 2,022 1,010 |
||
| Total income | 84,529 | 46,300 |
| Thousands of euros | ||||
|---|---|---|---|---|
| EBITDA | 2019 2018 |
|||
| Development and Construction Energy Services Corporate |
22,962 - 101 (4,592) |
19,836 1,454 213 (3,039) |
||
| Total | 18,471 | 18,464 |
The amount of income shown in the above table includes the following headings in the accompanying consolidated income statement: "Revenue;" "Work performed by the entity and capitalized;" "Gains (losses) on disposals;" and "Gains (losses) due to loss of control over consolidated interests." The amount of income on the above table reflects 12,240 thousand euros during 2019, and 8,191 thousand euros during 2018, which are unrealized income with regard to third parties.
The amount shown above for EBITDA includes "Operating profit" less "Depreciation and amortization" and "Impairment losses" on the accompanying consolidated income statement.
The "Development and construction" segment EBITDA for 2019 includes the negative consolidation difference generated by the business combination mentioned in Note 5, in the amount of 10,981 thousand euros.
The total amount of income at the end of the 2019 and 2018 detailed by its geographical location is the following:
| 12.31.2019 | 12.31.2018 | |
|---|---|---|
| Chile Spain |
84,292 237 |
46,068 232 |
| Total (thousands of euros) | 84,529 | 46,300 |
The Group's assets and liabilities at December 31, 2019 and December 31, 2018 are shown below by geographical location:
Year ended December 31, 2019
| ASSETS | Spain | Chile | Mexico | Peru | Colombia | Argentina | Total 12.31.2019 |
|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS | 3,721,756 | 31,646,498 | 64,125 | 17,461,689 | 151,206 | 34,998,867 | 88,044,141 |
| Intangible assets | 70,720 | 5,709,366 | - | - | - | 3,665,821 | 9,445,907 |
| Property, plant, and equipment | 2,198,049 | 21,090,423 | 60,863 | 15,774,842 | 119,242 | 31,103,440 | 70,346,859 |
| Right-of-use assets | 458,951 | 2,321,693 | - | 1,682,363 | - | 101,427 | 4,564,434 |
| Financial investments | 150,037 | 30,042 | 3,262 | 4,484 | - | 1,166 | 188,991 |
| Deferred tax assets | 843,999 | 2,494,974 | - | - | 31,964 | 127,013 | 3,497,950 |
| CURRENT ASSETS | 27,886,284 | 26,485,607 | 202,692 | 6,335,683 | 113,171 | 8,559,432 | 69,582,869 |
| Inventories | 872,111 | 7,964,972 | - | 4,403 | - | 9,630 | 8,851,116 |
| Trade and other receivables | 2,437,578 | 12,079,936 | 183,322 | 6,073,352 | 36,050 | 3,952,384 | 24,762,622 |
| Investments in related companies | 40,512 | - | - | - | - | - | 40,512 |
| Financial investments | 6,857,767 | 15,295 | - | - | - | - | 6,873,062 |
| Accruals | 222,595 | 25,526 | - | - | 34,349 | - | 282,470 |
| Cash and cash equivalents | 17,455,721 | 6,399,878 | 19,370 | 257,928 | 42,772 | 4,597,418 | 28,773,087 |
| TOTAL ASSETS | 31,608,040 | 58,132,105 | 266,817 | 23,797,372 | 264,377 | 43,558,299 | 157,627,010 |
| EQUITY AND LIABILITIES | Spain | Chile | Mexico | Peru | Colombia | Argentina | Total 12.31.2019 |
|---|---|---|---|---|---|---|---|
| EQUITY | 42,540,368 | (255,414) | (2,278,583) | (530,729) | (100,560) | (2,277,607) | 37,097,475 |
| Capital and reserves | 42,704,129 | 1,104,681 | (2,317,986) | (802,966) | (128,326) | (2,381,325) | 38,178,207 |
| Share capital | 8,507,177 | - | - | - | - | - | 8,507,177 |
| Share premium | 6,117,703 | - | - | - | - | - | 6,117,703 |
| Legal reserve | 728,631 | - | - | - | - | - | 728,631 |
| Other reserves | 18,276,644 | (824,604) | (2,074,362) | (531,703) | (145,292) | 15,555 | 14,716,238 |
| Profit (loss) | 12,402,471 | 1,929,285 | (243,624) | (271,263) | 16,966 | (2,396,880) | 11,436,955 |
| Treasury shares | (3,328,497) | - | - | - | - | - | (3,328,497) |
| Unrealized gains (losses) reserve | - | (1,360,309) | 77,144 | 221,055 | 27,766 | 103,718 | (930,626) |
| Minority interests | (163,761) | 214 | (37,741) | 51,182 | - | - | (150,106) |
| NON-CURRENT LIABILITIES | 22,858,655 | 14,399,362 | - | 9,534,279 | - | 26,645,322 | 73,437,618 |
| Provisions | - | - | - | - | - | 2,748,384 | 2,748,384 |
| Borrowings | 22,858,655 | 11,865,705 | - | 9,534,279 | - | 22,980,483 | 67,239,122 |
| Deferred tax liabilities | - | 2,533,657 | - | - | - | 916,455 | 3,450,112 |
| CURRENT LIABILITIES | 31,712,781 | 9,400,153 | 242,766 | 3,468,200 | 18,332 | 2,249,685 | 47,091,917 |
| Provisions | - | 828,909 | - | - | - | - | 828,909 |
| Borrowings | 7,018,189 | 970,423 | - | 132,214 | - | 1,521,378 | 9,642,204 |
| Trade and other payables | 24,694,592 | 7,600,821 | 242,766 | 3,335,986 | 18,332 | 728,307 | 36,620,804 |
| TOTAL EQUITY AND LIABILITIES | 97,111,804 | 23,544,101 | (2,035,817) | 12,471,750 | (82,228) | 26,617,400 | 157,627,010 |
| ASSETS | Spain | Chile | Mexico | Peru | Colombia | Argentina | Total 12.31.2018 |
|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS | 2,533,001 | 424,934 | 64,649 | 1,423,216 | 6,194 | 14,263,494 | 18,715,488 |
| Intangible assets | 3,093 | - | - | - | - | 2,694,325 | 2,697,418 |
| Property, plant, and equipment | 1,620,795 | 345,098 | 61,572 | 1,420,847 | 6,194 | 11,320,119 | 14,774,624 |
| Right-of-use assets | 182,641 | - | - | - | - | - | 182,641 |
| Investments in group companies and | |||||||
| associates | 11,474 | - | - | - | - | - | 11,474 |
| Financial investments | 50,010 | 36,533 | 3,077 | 2,369 | - | 748 | 92,737 |
| Deferred tax assets | 664,989 | 43,303 | - | - | - | 248,302 | 956,594 |
| CURRENT ASSETS | 21,655,692 | 18,956,164 | 150,480 | 333,031 | 35,219 | 725,605 | 41,856,191 |
| Inventories | 1,116,306 | 10,494,324 | - | 9,092 | - | 4,974 | 11,624,696 |
| Trade and other receivables | 12,079,613 | 1,734,606 | 169,620 | 277,707 | 9,870 | 324,659 | 14,596,075 |
| Investments in related companies | 94,006 | - | (48,177) | - | - | - | 45,830 |
| Financial investments | - | 2,274,570 | 11,844 | - | - | 73,889 | 2,360,303 |
| Accruals | 69,289 | - | - | - | - | 40,957 | 110,246 |
| Cash and cash equivalents | 8,296,478 | 4,452,664 | 17,193 | 46,232 | 25,348 | 281,125 | 13,119,041 |
| TOTAL ASSETS | 24,188,693 | 19,381,098 | 215,129 | 1,756,247 | 41,412 | 14,989,100 | 60,571,679 |
| EQUITY AND LIABILITIES | Spain | Chile | Mexico | Peru | Colombia | Argentina | Total 12.31.2018 |
|---|---|---|---|---|---|---|---|
| EQUITY | 30,307,107 | (2,082,002) | (2,027,427) | (729,853) | (135,504) | (21,642) | 25,310,682 |
| Capital and reserves | 30,468,438 | (1,907,542) | (2,126,787) | (504,689) | (145,292) | 15,555 | 25,799,687 |
| Share capital | 3,645,933 | - | - | - | - | - | 3,645,933 |
| Share premium | 6,117,703 | - | - | - | - | - | 6,117,703 |
| Legal reserve | 728,631 | - | - | - | - | - | 728,631 |
| Other reserves | 12,544,835 | (3,330,911) | (1,114,456) | (355,425) | (89,488) | (10,125) | 7,644,428 |
| Profit (loss) | 9,494,306 | 1,423,369 | (1,012,330) | (149,263) | (55,804) | 25,680 | 9,725,962 |
| Treasury shares | (2,062,970) | - | - | - | - | - | (2,062,970) |
| Unrealized gains (losses) reserve | - | (153,468) | 137,978 | (217,416) | 9,788 | (37,197) | (260,315) |
| Minority interests | (161,331) | (20,992) | (38,618) | (7,748) | - | - | (228,690) |
| NON-CURRENT LIABILITIES | 3,384,054 | - | - | - | - | 6,350,782 | 9,734,836 |
| Provisions | - | - | - | - | - | - | - |
| Borrowings | 3,384,054 | - | - | - | - | 6,350,782 | 9,734,836 |
| Deferred tax liabilities | - | - | - | - | - | - | - |
| CURRENT LIABILITIES | 18,754,616 | 6,234,200 | 257,895 | 242,477 | 783 | 36,189 | 25,526,161 |
| Provisions | - | 19,669 | 44,481 | - | - | - | 64,150 |
| Borrowings | 7,330,185 | 3,400 | - | - | - | - | 7,333,585 |
| Payables to related companies | 332,879 | - | 890 | - | - | - | 333,769 |
| Trade and other payables | 11,091,552 | 6,179,755 | 212,525 | 242,477 | 783 | 36,189 | 17,763,282 |
| Accruals | - | 31,376 | - | - | - | - | 31,376 |
| TOTAL EQUITY AND LIABILITIES | 52,445,777 | 4,152,198 | (1,769,532) | (487,377) | (134,721) | 6,365,329 | 60,571,679 |
No subsequent events have been produced from the closing date of the financial statements till the formulation of the financial statements that could modify the content thereof.
These consolidated financial statements are prepared on the basis of IFRSs, as issued by the International Accounting Standard Board and as adopted by the European Union, and certain accounting practices applied by the Group that conform with IFRSs may not conform with other generally accepted accounting principles.
| (Euros) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balance at 12.31.2019 | Other | Profit or loss | |||||||||||||
| Carrying | equity | Continuing | Continued | Total | ||||||||||||
| Name | Domicile | Activity | Direct Indirect Total Cost Impairment | amount | Capital Reserves | accounts | Operating | operations | operations | Equity | ||||||
| Production of renewable | ||||||||||||||||
| GREENHOUSE SOLAR FIELDS, S.L. | Spain | electric energy | 100% | - | 100% 3,006 | - | 3,006 | 3,006 | (576) | - | (150) | (113) | - | 2,317 | ||
| Production of renewable | ||||||||||||||||
| GREENHOUSE SOLAR ENERGY, S.L. | Spain | electric energy | 100% | - | 100% 3,006 | - | 3,006 | 3,006 | (414) | - | (150) | (113) | - | 2,479 | ||
| Production of renewable | ||||||||||||||||
| GREENHOUSE RENEWABLE ENERGY, S.L. | Spain | electric energy | 100% | - | 100% 3,006 | - | 3,006 | 3,006 | (299) | - | (150) | (113) | - | 2,594 | ||
| Production of renewable | ||||||||||||||||
| GUIA DE ISORA SOLAR 2, S.L. | Spain | electric energy | 100% | - | 100% 1,565 | - | 1,565 | 3,100 | (6,592) | - | (395) | (296) | - | (3,788) | ||
| Production of renewable | ||||||||||||||||
| GR SOLAR 2020, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (1,901) | - | (4) | (3) | - | 1,096 | ||
| Production of renewable | ||||||||||||||||
| GR SUN SPAIN, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (2,505) | - | - | - | - | 495 | ||
| Production of renewable | ||||||||||||||||
| GR EQUITY WIND AND SOLAR, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | 273,911 | - | (154) | 13,219 | - | 290,130 | ||
| Production of renewable | ||||||||||||||||
| LEVEL FOTOVOLTAICA S.L. | Spain | electric energy (Inactive) | 50% | - | 50% 1,504 | - | 1,504 | 3,008 (322,662) | - | (4,860) | (4,893) | - (324,547) | ||||
| Production of renewable | ||||||||||||||||
| GR BAÑUELA RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (617) | - | - | - | - | 2,383 | ||
| Production of renewable | ||||||||||||||||
| GR TURBON RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (611) | - | - | - | - | 2,389 | ||
| Production of renewable | ||||||||||||||||
| GR AITANA RENOVABLES, S.L. | Spain | electric energy Production of renewable |
100% | - | 100% 3,000 | - | 3,000 | 3,000 | (593) | - | - | - | - | 2,407 | ||
| GR ASPE RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (620) | - | - | - | - | 2,380 | ||
| Production of renewable | ||||||||||||||||
| VIATRES RENEWABLE ENERGY, S.L. | Spain | electric energy (Inactive) | 40% | - | 40% 1,200 | - | 1,200 | 3,000 | - | - | - | - | - | 3,000 | ||
| Production of renewable | ||||||||||||||||
| EIDEN RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (349) | - | - | - | - | 2,651 | ||
| Production of renewable | ||||||||||||||||
| CHAMBO RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (349) | - | - | - | - | 2,651 | ||
| Production of renewable | ||||||||||||||||
| MAMBAR RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (348) | - | - | - | - | 2,652 | ||
| Production of renewable | ||||||||||||||||
| EL AGUILA RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (289) | - | - | - | - | 2,711 | ||
| Production of renewable | ||||||||||||||||
| EUGABA RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (368) | - | 389 | 292 | - | 2,924 | ||
| Production of renewable | ||||||||||||||||
| TAKE RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (391) | - | 414 | 311 | - | 2,920 | ||
| Production of renewable | ||||||||||||||||
| NEGUA RENOVABLES, S.L. | Spain | electric energy | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | 575 | - | (533) | (399) | - | 3,176 |
| (Euros) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balance at 12.31.2019 | Other | Profit or loss | ||||||||||||||
| Carrying | equity | Continuing | Continued | Total | |||||||||||||
| Name | Domicile | Activity | Direct Indirect | Total | Cost | Impairment | amount | Capital Reserves | accounts | Operating | operations | operations | Equity | ||||
| Production of renewable | 3,000 | ||||||||||||||||
| GR SISON RENOVABLES, S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR PORRON RENOVABLES, S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR BISBITA RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR AVUTARDA RENOVABLES, S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR COLIMBO RENOVABLES, S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR MANDARIN RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR DANICO RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| GR CHARRAN RENOVABLES S.L.U. | Spain | Production of renewable electric energy (Inactive) |
100% | - | 100% | 3,000 (3,000) |
- | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR CERCETA RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR CALAMON RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR CORMORAN RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR GARCILLA RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR LAUNICO RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR MALVASIA RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 3,000 | ||||||||||||||||
| GR MARTINETA RENOVABLES S.L.U. | Spain | electric energy (Inactive) Production of renewable |
100% | - | 100% | (3,000) 3,000 |
- | - | - | - | - | - | - | - | - | ||
| GR FAISAN RENOVABLES S.L.U. | Spain | electric energy (Inactive) | 100% | - | 100% | (3,000) | - | - | - | - | - | - | - | - | - | ||
| Promotion and construction | |||||||||||||||||
| GRENERGY PACIFIC LTDA | Chile | of renewable energy plants. | 99.9% | - | 99.9% 43,150 | - | 43,150 | 35,732 1,289,309 (141,875) | 517,350 | 69,501 | - 1,252,667 (*) | ||||||
| Production of renewable | 1,408 | ||||||||||||||||
| GR PEUMO, S.P.A. | Chile | electric energy (Inactive) | 100% | - | 100.0% | (1,408) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 1,408 | ||||||||||||||||
| GR QUEULE, S.P.A. | Chile | electric energy (Inactive) | 100% | - | 100.0% | (1,408) | - | - | - | - | - | - | - | - | - | ||
| Production of renewable | 1,408 | ||||||||||||||||
| GR MAITEN, S.P.A. | Chile | electric energy (Inactive) | 100% | - | 100.0% | (1,408) | - | - | - | - | - | - | - | - | - |
| (Euros) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balance at 12.31.2019 | Profit or loss | |||||||||||||
| Carrying | Other equity | Continuing | Continued | Total | |||||||||||
| Name | Domicile | Activity | Direct Indirect | Total | Cost | Impairment | amount | Capital Reserves | accounts | Operating | operations | operations | Equity | ||
| Production of renewable electric | 1,303 | ||||||||||||||
| GR ALGARROBO S.P.A | Chile | energy (Inactive) | 100% | - | 100.0% | (1,303) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 917 | ||||||||||||||
| GR PACIFIC CHILOE SPA | Chile | energy (Inactive) | - | 98% | 98.0% | (917) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR PACIFIC OVALLE, SPA | Chile | energy (Inactive) | - | 98% | 98.0% | (1,357) | - | - 970,530 (962,949) | - | 168 | (20) | - | 7,561 | ||
| Production of renewable electric | 1,357 | ||||||||||||||
| GR PIMIENTO, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR CHAÑAR, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR CARZA, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR PILO, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR LÚCUMO, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR PITAO, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR LLEUQUE, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR NOTRO, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR LENGA, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR TEPÚ, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR LUMILLA, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR TOROMIRO, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR PACAMA,S PA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR TEMO, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,357 | ||||||||||||||
| GR RULI, SPA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric | 1,314 | ||||||||||||||
| GR POLPAICO PACIFIC, SPA | Chile | energy (Inactive) Production of renewable electric |
- | 98% | 98.0% | (1,314) 1,441 |
- | - | - | - | - | - | - | - | - |
| GR Roble SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - |
| (Euros) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balance at 12.31.2019 | Profit or loss | ||||||||||||||||
| Carrying | Other equity | Continuing | Continued | Total | ||||||||||||||
| Name | Domicile | Activity | Direct Indirect | Total | Cost | Impairment | amount | Capital Reserves | accounts | Operating | operations | operations | Equity | |||||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Guindo SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | 1,191 | (119) | - | (21,366) | (21,366) | - (20,294) | ||||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Raulí SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Manzano SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Naranjillo SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Mañio SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Tara SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Ciprés SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Ulmo SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Hualo SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,441 | |||||||||||||||||
| GR Sauce SpA | Chile | energy | 100% | - | 100.0% | (1,441) | - | - | 1,191 | (358) | - | 2,207 | (12,804) | - (11,971) | ||||
| Production of renewable electric | 1,258 | |||||||||||||||||
| GR Huacano SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,258 | |||||||||||||||||
| GR Corcolén SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,258 | |||||||||||||||||
| GR Luma SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| GR Fuinque SpA | Chile | Production of renewable electric energy (Inactive) |
100% | - | 100.0% | 1,258 (1,258) |
- | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,258 | |||||||||||||||||
| GR Piñol SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,258 | |||||||||||||||||
| GR Queñoa SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,258 | |||||||||||||||||
| GR Tayú Spa | Chile | energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,258 | |||||||||||||||||
| GR Petra SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,258 | |||||||||||||||||
| GR Corontillo SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric | 1,258 | |||||||||||||||||
| GR Liun SpA | Chile | energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - |
| (Euros) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights Balance at 12.31.2019 |
Profit or loss Other |
||||||||||||||||||
| Carrying | equity | Continuing | Continued | Total | |||||||||||||||
| Name | Domicile | Activity | Direct Indirect | Total | Cost | Impairment | amount | Capital | Reserves | accounts | Operating | operations | operations | Equity | |||||
| Production of renewable | 1,258 | ||||||||||||||||||
| GR Kewiña SpA | Chile | electric energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | ||||
| Production of renewable | 1,258 | ||||||||||||||||||
| GR Frangel SpA | Chile | electric energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | ||||
| Production of renewable | 1,258 | ||||||||||||||||||
| GR Maqui SpA | Chile | electric energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | ||||
| Production of renewable | 1,258 | ||||||||||||||||||
| GR Petrillo SpA | Chile | electric energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | ||||
| Production of renewable | 1,258 | ||||||||||||||||||
| GR Tepa SpA | Chile | electric energy (Inactive) | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | ||||
| Operation and | |||||||||||||||||||
| maintenance of renewable | |||||||||||||||||||
| Grenergy OPEX SpA | Chile | energy plants | 100% | - | 100.0% | 1,258 | - | 1,258 | 1,191 | - | - | 102,141 | 73,471 | - | 74,662 | ||||
| Operation and | |||||||||||||||||||
| Parque Eólico Quillagua SpA | Chile | maintenance of renewable energy plants |
100% | - | 100.0% 14,907,246 | - 14,907,246 19,343,306 (1,531,547) (477,733) | 79,340 | (298,699) | - 17,035,327 | ||||||||||
| Promotion and construction | |||||||||||||||||||
| GRENERGY PERU SAC | Peru | of renewable energy plants. 99% | - | 99% | 275 | - | 275 | 275 | (810,720) | - | 603,265 | 639,558 | - | (170,887) | |||||
| Production of renewable | |||||||||||||||||||
| GR JULIACA, S.A.C. | Peru | electric energy (Inactive) | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | ||||
| Production of renewable | |||||||||||||||||||
| GR HUAMBOS, S.A.C. | Peru | electric energy (Inactive) | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | ||||
| Production of renewable | |||||||||||||||||||
| GR APORIC, S.A.C. | Peru | electric energy (Inactive) | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | ||||
| Production of renewable | |||||||||||||||||||
| GR BAYONAR, S.A.C. | Peru | electric energy (Inactive) | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | ||||
| Production of renewable | |||||||||||||||||||
| GR VALE S.A.C. | Peru | electric energy (Inactive) | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | ||||
| Production of renewable | 278 | ||||||||||||||||||
| GR CORTARRAMA S.A.C. | Peru | electric energy (Inactive) | 100% | - | 100% | (278) | - | - | - | - | - | - | - | - | - | ||||
| Production of renewable | 278 | ||||||||||||||||||
| GR GUANACO S.A.C. | Peru | electric energy (Inactive) | 100% | - | 100% | (278) | - | - | - | - | - | - | - | - | - | ||||
| Production of renewable | |||||||||||||||||||
| GR TARUCA S.A.C. | Peru | electric energy Production of renewable |
90% | - | 90% | 2,862,143 | - | 2,862,143 | 3,229,815 | 96,067 | - | (34,044) | 56,849 | - | 3,382,731 | (*) | |||
| GR PAINO S.A.C. | Peru | electric energy | 90% | - | 90% | 2,872,698 | - | 2,872,698 | 3,241,615 | 96,147 | - | (27,555) | 38,471 | - | 3,376,233 | (*) | |||
| Production of renewable | 278 | ||||||||||||||||||
| GR PAICHE S.A.C. | Peru | electric energy (Inactive) | 100% | - | 100% | (278) | - | - | - | - | - | - | - | - | - | ||||
| Production of renewable | 278 | ||||||||||||||||||
| GR LIBLANCA S.A.C. | Peru | electric energy (Inactive) | 100% | - | 100% | (278) | - | - | - | - | - | - | - | - | - | ||||
| Promotion and construction | |||||||||||||||||||
| GR RENOVABLES MÉXICO | Mexico | of renewable energy plants. 98% | - | 98% | 2,843 | - | 2,843 | 2,358 (1,505,453) | - | (91,217) | (46,006) | - (1,549,101) | |||||||
| Production of renewable | |||||||||||||||||||
| GREENHUB S.L. DE C.V. | Mexico | electric energy | 20% | 80% | 100% | 17,799 | - | 17,799 | 96,684 | 2,325 | - | (30,483) | (30,483) | - | 68,526 |
| (Euros) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balance at 12.31.2019 | Other | |||||||||||||||||
| Name | Domicile | Activity | Direct Indirect | Total | Cost | Impairment | Carrying amount |
Capital | Reserves | equity accounts |
Operating | Profit or loss Continuing operations |
Continued operations |
Total Equity |
|||||
| FAILO 3 SACV | Mexico | Production of renewable electric energy (Inactive) |
- | 50% | 50% | - | - | - | 15,311 | (16,361) | - | - | - | - | (1,050) | ||||
| ASTILO 1 SOLAR, SACV | Mexico | Production of renewable electric energy (Inactive) Production of renewable |
- | 99.99% 99.99% | 2,790 (2,790) 2,790 |
- | - | 2,358 | (28,637) | - | - | - | - | (26,279) | |||||
| CRISON 2 SOLAR, SACV | Mexico | electric energy (Inactive) Production of renewable |
- | 99.99% 99.99% | (2,790) 2,790 |
- | - | 2,358 | (2,279) | - | - | - | - | 79 | |||||
| MESO 4 SOLAR, SACV | Mexico | electric energy (Inactive) Production of renewable |
- | 99.99% 99.99% | (2,790) 2,790 |
- | - | 2,358 | (25,281) | - | - | - | - | (22,923) | |||||
| ORSIPO 5 SOLAR, SACV | Mexico | electric energy Production of renewable |
- | 99.99% 99.99% | (2,790) 2,790 |
- | - | 2,351 | 5,950 | - | (795) | (27,472) | - | (19,171) | |||||
| MIRGACA 6 SOLAR, SACV | Mexico | electric energy (Inactive) Promotion and construction of |
- | 99.99% 99.99% | (2,790) | - | - | 2,358 | (436) | - | - | - | - | 1,922 | |||||
| GRENERGY COLOMBIA S.A.S. Colombia | renewable energy plants. Promotion and construction of |
100% | - | 100% | 270,237 | - | 270,237 | 261,720 (109,038) | - | (21,559) | 16,966 | - | 169,648 | ||||||
| GRENERGY ATLANTIC, S.A.U. Argentina | renewable energy plants. Production of renewable electric energy; promotion and |
100% | - | 100% | 103,629 | - | 103,629 | 101,644 | (62,294) | - | (155,654) | (266,344) | - | (226,994) | |||||
| KOSTEN S.A. | Argentina | construction of renewable energy plants. |
100% | - | 100% 8,158,807 | - 8,158,807 5,548,811 | 45,291 | - | (299,416) (2,130,535) | - | 3,463,567 (*) |
(*) Exchange rate used closing 12.31.2019, except for the result that use the average 2019 fiscal year.
(**) Audited annual accounts
| (Euros) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights Balance at 12.31.2018 |
Other | ||||||||||||||||||
| Carrying | equity | Profit or loss Continuing |
Continued | Total | |||||||||||||||
| Name | Domicile | Activity | Direct | Indirect | Total | Cost | Impairment | amount | Capital | Reserves | accounts | Operating | operations | operations | Equity | ||||
| GREENHOUSE SOLAR | Production of renewable electric energy; promotion | ||||||||||||||||||
| FIELDS, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,006 | - | 3,006 | 3,006 | (414) | - | (217) | (160) | - | 2,433 | |||||
| GREENHOUSE SOLAR | Production of renewable electric energy; promotion | ||||||||||||||||||
| ENERGY, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,006 | - | 3,006 | 3,006 | (276) | - | (184) | (138) | - | 2,592 | |||||
| GREENHOUSE | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENEWABLE ENERGY, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,006 | - | 3,006 | 3,006 | (137) | - | (217) | (163) | - | 2,707 | |||||
| GUIA DE ISORA | Production of renewable electric energy; promotion | ||||||||||||||||||
| SOLAR 2, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 1,565 | - | 1,565 | 3,100 | (6,344) | - | (332) | (249) | - | (3,492) | |||||
| Production of renewable electric energy; promotion | |||||||||||||||||||
| GR SOLAR 2020, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (1,136) | - | (1,021) | (766) | - | 1,099 | |||||
| Production of renewable electric energy; promotion | |||||||||||||||||||
| GR SUN SPAIN, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (2,502) | - | (4) | (3) | - | 495 | |||||
| GR EQUITY WIND AND | Production of renewable electric energy; promotion | ||||||||||||||||||
| SOLAR, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | 198,154 | - | 108,659 | 117,308 | - | 318,462 | |||||
| LEVEL | Production of renewable electric energy; promotion | ||||||||||||||||||
| FOTOVOLTAICA S.L. | Spain | and construction of renewable energy plants. | 50% | - | 50% | 1,504 | - | 1,504 | 3,008 | (15,288) | - | (307,350) | (307,350) | - | (319,630) | ||||
| GR BAÑUELA | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (617) | - | - | - | - | 2,383 | |||||
| GR TURBON | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (611) | - | - | - | - | 2,389 | |||||
| GR AITANA | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. GR ASPE |
Spain | and construction of renewable energy plants. Production of renewable electric energy; promotion |
100% | - | 100% 3,000 | - | 3,000 | 3,000 | (593) | - | - | - | - | 2,407 | |||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (620) | - | - | - | - | 2,380 | |||||
| VIATRES RENEWABLE | Production of renewable electric energy; promotion | ||||||||||||||||||
| ENERGY, S.L. | Spain | and construction of renewable energy plants. | 40% | - | 40% | 1,200 | - | 1,200 | 3,000 | - | - | - | - | - | 3,000 | ||||
| EIDEN | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (289) | - | (60) | (60) | - | 2,651 | |||||
| CHAMBO | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (289) | - | (60) | (60) | - | 2,651 | |||||
| MAMBAR | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (289) | - | (60) | (60) | - | 2,651 | |||||
| EL AGUILA | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | (289) | - | - | - | - | 2,711 | |||||
| EUGABA | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | - | - | - | - | 3,000 | ||||||
| TAKE | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | - | - | - | - | 3,000 | ||||||
| NEGUA | Production of renewable electric energy; promotion | ||||||||||||||||||
| RENOVABLES, S.L. | Spain | and construction of renewable energy plants. | 100% | - | 100% 3,000 | - | 3,000 | 3,000 | - | - | - | - | 3,000 |
| (Euros) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balance at 12.31.2018 | Other | Profit or loss | |||||||||||||||
| Carrying | equity | Continuing | Continued | Total | ||||||||||||||
| Name | Domicile | Activity | Direct | Indirect | Total | Cost | Impairment | amount | Capital Reserves | accounts | Operating | operations | operations | Equity | ||||
| GRENERGY | Production of renewable electric energy; promotion | |||||||||||||||||
| PACIFIC LTDA | Chile | and construction of renewable energy plants. | 99.9% | - | 99.9% | 43,150 | - | 43,150 | 43,155 1,289,309 | (141,875) | 517,350 | 69,501 | - 1,260,090 (**) | |||||
| Production of renewable electric energy; promotion | 1,408 | |||||||||||||||||
| GR PEUMO, S.P.A. | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,408) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,408 | |||||||||||||||||
| GR QUEULE, S.P.A. | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,408) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,408 | |||||||||||||||||
| GR MAITEN, S.P.A. | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,408) | - | - | - | - | - | - | - | - | - | |||
| GR | Production of renewable electric energy; promotion | 1,303 | ||||||||||||||||
| ALGARROBO S.P.A | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,303) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,303 | |||||||||||||||||
| GR MOLLE, S.P.A. | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,303) | - | - | - | - | 746 | (21,060) | (21,060) | - | (20,314) | |||
| GR | Production of renewable electric energy; promotion | 1,303 | ||||||||||||||||
| TAMARUGO, S.P.A. | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,303) | - | - | - | - | - | - | - | - | - | |||
| GR PACIFIC | Production of renewable electric energy; promotion | 917 | ||||||||||||||||
| CHILOE SPA | Chile | and construction of renewable energy plants. | - | 98% | 98.0% | (917) | - | - | - | - | - | - | - | - | - | |||
| GR PACIFIC | Production of renewable electric energy; promotion | 1,357 | ||||||||||||||||
| OVALLE, SPA | Chile | and construction of renewable energy plants. | - | 98% | 98.0% | (1,357) | - | - | - 1,049,268 | (39,380) (1,001,915) (1,001,879) | - | 8,009 | ||||||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR PIMIENTO, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR CHAÑAR, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR CARZA, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR PILO, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR LÚCUMO, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR PITAO, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |||
| GR LLEUQUE, SPA | Chile | Production of renewable electric energy; promotion and construction of renewable energy plants. |
100% | - | 100.0% | 1,357 (1,357) |
- | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR NOTRO, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR LENGA, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR TEPÚ, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion | 1,357 | |||||||||||||||||
| GR LUMILLA, SPA | Chile | and construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - |
| (Euros) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balance at 12.31.2018 | Other | Profit or loss | |||||||||||||
| Carrying | equity | Continuing | Continued | Total | ||||||||||||
| Name | Domicile | Activity | Direct | Indirect | Total | Cost | Impairment | amount | Capital Reserves | accounts | Operating | operations | operations | Equity | ||
| Production of renewable electric energy; promotion and | 1,357 | |||||||||||||||
| GR TOROMIRO, SPA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,357 | |||||||||||||||
| GR PACAMA,S PA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,357 | |||||||||||||||
| GR TEMO, SPA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,357 | |||||||||||||||
| GR RULI, SPA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,357) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,314 | |||||||||||||||
| GR POLPAICO PACIFIC, SPA | Chile | construction of renewable energy plants. | - | 98% | 98.0% | (1,314) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Roble SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Guindo SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Raulí SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Manzano SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Naranjillo SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Mañio SpA | Chile | construction of renewable energy plants. Production of renewable electric energy; promotion and |
100% | - | 100.0% | (1,441) 1,441 |
- | - | - | - | - | - | - | - | - | |
| GR Tara SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Ciprés SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Ulmo SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Hualo SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Belloto SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | 1,203 | (25,209) | (25,209) | - (24,007) | ||
| Production of renewable electric energy; promotion and | 1,441 | |||||||||||||||
| GR Sauce SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,441) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||
| GR Huacano SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||
| GR Corcolén SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||
| GR Luma SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - |
| (Euros) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balance at 12.31.2018 | Other | Profit or loss | |||||||||||||||
| Carrying | equity | Continuing | Continued | Total | ||||||||||||||
| Name | Domicile | Activity | Direct | Indirect | Total | Cost | Impairment | amount | Capital Reserves | accounts | Operating | operations | operations | Equity | ||||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Fuinque SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Piñol SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Queñoa SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Tayú Spa | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Petra SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Corontillo SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Liun SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Kewiña SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Frangel SpA | Chile | construction of renewable energy plants. Production of renewable electric energy; promotion and |
100% | - | 100.0% | (1,258) 1,258 |
- | - | - | - | - | - | - | - | - | |||
| GR Maqui SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Petrillo SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| GR Tepa SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | 1,258 | |||||||||||||||||
| Grenergy OPEX SpA | Chile | construction of renewable energy plants. | 100% | - | 100.0% | (1,258) | - | - | - | - | - | - | - | - | - | |||
| Production of renewable electric energy; promotion and | ||||||||||||||||||
| GRENERGY PERU SAC | Peru | construction of renewable energy plants. | 99% | - | 99% | 275 | - | 275 | 278 (537,292) | 13,249 | (220,196) | (239,935) | - (763,700) (**) | |||||
| Production of renewable electric energy; promotion and | ||||||||||||||||||
| GR JULIACA, S.A.C. | Peru | construction of renewable energy plants. | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |||
| Production of renewable electric energy; promotion and | ||||||||||||||||||
| GR HUAMBOS, S.A.C. | Peru | construction of renewable energy plants. | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |||
| Production of renewable electric energy; promotion and | ||||||||||||||||||
| GR APORIC, S.A.C. | Peru | construction of renewable energy plants. | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |||
| Production of renewable electric energy; promotion and | ||||||||||||||||||
| GR BAYONAR, S.A.C. | Peru | construction of renewable energy plants. | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |||
| Production of renewable electric energy; promotion and | ||||||||||||||||||
| GR VALE S.A.C. | Peru | construction of renewable energy plants. | 100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |||
| Production of renewable electric energy; promotion and | 278 | |||||||||||||||||
| GR CORTARRAMA S.A.C. | Peru | construction of renewable energy plants. | 100% | - | 100% | (278) | - | - | - | - | - | - | - | - | - |
| (Euros) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balance at 12.31.2018 | Other | Profit or loss | ||||||||||||
| Carrying | equity | Continuing | Continued | Total | |||||||||||
| Name | Domicile | Activity | Direct Indirect | Total | Cost | Impairment | amount | Capital | Reserves | accounts | Operating | operations | operations | Equity | |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | 278 | ||||||||||||||
| GR GUANACO S.A.C. | Peru | energy plants. | 100% | - | 100% | (278) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | |||||||||||||||
| GR TARUCA S.A.C. | Peru | energy plants. | 100% | - | 100% 1,597,955 | - 1,597,955 1,597,955 | 90,815 | (112,305) | (5,224) | 43,937 | - | 1,620,402 | |||
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | |||||||||||||||
| GR PAINO S.A.C. | Peru | energy plants. | 100% | - | 100% 1,597,955 | - 1,597,955 1,597,955 | 91,052 | (112,701) | (5,215) | 44,335 | - | 1,620,640 | |||
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | 278 | ||||||||||||||
| GR PAICHE S.A.C. | Peru | energy plants. | 100% | - | 100% | (278) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | 278 | ||||||||||||||
| GR LIBLANCA S.A.C. | Peru | energy plants. | 100% | - | 100% | (278) | - | - | - | - | - | - | - | - | - |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | |||||||||||||||
| GR RENOVABLES MÉXICO | Mexico | energy plants. | 98% | - | 98% | 2,843 | - | 2,843 | 2,901 (1,135,566) | 138,658 | (414,553) | (423,603) | - (1,417,610) | ||
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | |||||||||||||||
| GREENHUB S.L. DE C.V. | Mexico | energy plants. | 20% | 80% | 100% | 88,994 | - | 88,994 | 88,994 | - | (48) | (658) | (2,177) | - | 86,768 |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | |||||||||||||||
| FAILO 3 SACV | Mexico | energy plants. | - | 50% | 50% | 1,977 | - | 1,977 | 1,977 | (1,226) | 1,268 | (15,225) | (15,225) | - | (13,206) |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | 2,790 | ||||||||||||||
| ASTILO 1 SOLAR, SACV | Mexico | energy plants. | - | 99.99% 99.99% | (2,790) | - | - | - | - | 176 | (27,185) | (27,185) | - | (27,009) | |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | 2,790 | ||||||||||||||
| CRISON 2 SOLAR, SACV | Mexico | energy plants. | - | 99.99% 99.99% | (2,790) | - | - | - | - | 269 | (2,418) | (2,418) | - | (2,150) | |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | 2,790 | ||||||||||||||
| MESO 4 SOLAR, SACV | Mexico | energy plants. | - | 99.99% 99.99% | (2,790) | - | - | - | - | 26 | (23,870) | (23,870) | - | (23,844) | |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | 2,790 | ||||||||||||||
| ORSIPO 5 SOLAR, SACV | Mexico | energy plants. | - | 99.99% 99.99% | (2,790) | - | - | - | - | 40 | 5,921 | 5,572 | - | 5,612 | |
| Production of renewable electric energy; | |||||||||||||||
| MIRGACA 6 SOLAR, SACV | Mexico | promotion and construction of renewable energy plants. |
- | 99.99% 99.99% | 2,790 (2,790) |
- | - | - | - | (3) | (409) | (409) | - | (412) | |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | |||||||||||||||
| GRENERGY COLOMBIA S.A.S. | Colombia | energy plants. | 100% | - | 100% | 12,168 | - | 12,168 | 12,168 | - | (6,277) | (46,851) | (55,804) | - | (49,913) |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | |||||||||||||||
| GRENERGY ATLANTICS, S.A.U. Argentina | energy plants. | 100% | - | 100% | 6,486 | - | 6,486 | 6,486 | (3,616) | 15,153 | (68,060) | (97,142) | - | (79,120) | |
| Production of renewable electric energy; | |||||||||||||||
| promotion and construction of renewable | |||||||||||||||
| KOSTEN S.A. | Argentina | energy plants. | 100% | - | 100% 8,158,807 | - 8,158,807 5,299,830 | (14,182) | 126,485 | (101,035) | 122,822 | 5,534,955 |
(*) Exchange rate used closing 12.31.2019, except for the result that use the average 2019 fiscal year.
(**) Audited annual accounts
(***) Audit of financial statements 12.31.2018 carried out by Mazars Mexico.
Management Report for 2019
Grenergy is a Spanish company which produces energy independently through the development, financial structuring, building, operation and maintenance of large-scale renewable energy plants.
Dating back to its creation in 2007, the Group has undergone a rapid growth and evolution in planning, designing, developing, building, and implementing project finance structures. It has been present in Spain and the Latam regions since 2012, where it currently has offices in Chile, Peru, Colombia, Argentina, and Mexico. The most recent presentation of half-year results reflected the Group's overall pipeline, which includes photovoltaic energy installations and solar plants in different stages of development within its pipeline over 4 GW.
Its business model encompasses all project phases, from development to construction and the financial structuring process, to plant operation and maintenance. The Company considers the sale to third parties of non-strategic parks as recurring, combining recurring income from its parks in operation as well as income from O&M and AM services for plants sold to third parties.
Grenergy performs its activities in each of the phases comprising the value chain of a renewable energy project, prioritizing greenfield projects: those starting at square one, or in existence yet requiring a full overhaul, vs. brownfield projects, which require certain occasional modifications, increases, or repowering.
The source of this income is technologically diversified, encompassing project developments in wind and photovoltaic energy, in order to attain a fully-renewable matrix at highlycompetitive rates vs. conventional energy sources. This backdrop is further favored by an emerging market for PPAs (bilateral energy purchase-sale agreements), as well as the marked political end of fossil fuels, and plans to shut down nuclear and carbon plants within 10 years.
The Parent has been listed on the continuous market since December 16, 2019, with capitalization at year end totaling 366 million euros.
According to degree of maturity, the Group classifies its projects into the following phases:
Initial or early stage development (<50%): projects which are technically and financially feasible based on the following circumstances: (i) there is land potential; (ii) access to the electricity grid is considered operationally viable; and/or (iii) it is potentially interesting for sale to third parties.
Advanced development (>50%): projects in advanced technical and financial stages, since: (i) the land is ensured, or there is at least more than a 50% probability of its obtainment; (ii) the appropriate requests to connect to the grid have been filed, with a 90% or higher likelihood of doing so; and (iii) environmental permits have been requested.
The corresponding administrative authorizations may be obtained during any stage of the pipeline, including during the construction phase.
During 2019, the group had over 4GW in different stages of development.
The Grenergy Group classifies its different business activities under the following operational divisions:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Income | 2019 | 2018 | |||
| Development and Construction Energy Services |
83,171 - 1,358 |
43,268 2,022 1,010 |
|||
| Total income (*) | 84,529 | 46,300 |
(*) Alternative performance measures (MAR) See Appendix I.
| Thousands of euros | ||||
|---|---|---|---|---|
| EBITDA | 2019 | 2018 | ||
| Development and Construction | 22,962 | 19,836 | ||
| Energy | - | 1,454 | ||
| Services | 101 | 213 | ||
| Corporate | (4,592) | (3,039) | ||
| Total | 18,471 | 18,464 |
(*) Alternative performance measures (MAR) See Appendix I.
Development and Construction: the rise in income and EBIDTA margin was the result of a greater number of parks under construction, offset by an increased number of parks sold during 2019 vs. the previous year (2019: 193 MW under construction and 5 sold, vs. 57 MW in construction and 9 sold in 2018).
Energy: The Company did not have any employees with disabilities in 2019.
Services: the rise of income corresponds to a greater number of parks in operation in 2019 as compared to 2018 (105 MW vs. 82).
Corporate: corresponds to general expenses. The main EBIDTA variations were due to an increase in the Group's activity and size.
| Net debt | 12/31/2019 | 12/31/2018 |
|---|---|---|
| Long-term financial debt (*) | 26,097,393 | 3,117,519 |
| Short-term financial debt (*) | 4,841,280 | 6,089,510 |
| Other long-term financial liabilities | 208,249 | 266,535 |
| Other short-term financial liabilities | 3,342,401 | 1,244,074 |
| Short-term financial investments, other financial assets | (6,873,062) | (123,838) |
| Cash and equivalents (*) | (20,408,005) | (5,753,046) |
| Corporate net debt with recourse | 7,208,256 | 4,840,754 |
| Project Debt with recourse (*) | 42,392,003 | 6,350,782 |
| Project Cash with resource (*) | (8,365,082) | (7,365,995) |
| Net Project Debt with recourse | 34,026,921 | (1,015,213) |
| Project debt without recourse (*) | - | - |
| Project Box without resource (*) | - | - |
| Net debt of Project without recourse | - | - |
| Total net debt | 41,235,177 | 3,825,541 |
(*) Alternative performance measures (MAR) See Appendix I.
From the commencement of its activities, the Group has basically based its business model on the development, financing, and construction of projects. Until the date of preparation of the accompanying consolidated financial statements, all the projects created and built by the Group in Spain and the Latam region have been sold to third parties. This has permitted Grenergy to use funds obtained to foster its inclusion in new projects in its portfolio, and contribute the necessary capital to finance many of these, so as to be able to construct and operated the same portfolio attained in the ready-to-build phase. The Group also developed O&M services covering asset management in the majority of the projects transferred to third parties, which has generated recurring revenue from the moment the first plants were started up in Spain.
Without prejudice to the focus on continual growth of the abovementioned "build to sell" business model, the Group intends to base part of its future business on the design, construction, and operation of its own projects in Spain and Latin America, so as to generate and obtain recurring income from the sale of energy generated by these projects in the medium and long term. The Group will retain ownership of certain build-to-own projects. Thus, the projects stages of development will rotate (subject to construction), to consolidate a project portfolio serving as the foundation for future recurring income once they are connected to the grid. This involves selling energy directly to the market, or certain buyers under bilateral energy purchase-sale agreements, and other energy sale framework agreements at predetermined prices, or by using bankable price-stabilization regimes.
In addition to its solar/wind energy generation activity, the Group plans to add storage to its services: saving energy produced by intermittent renewable sources, in order to then sell it at auction, and take advantage of other remuneration schemes. The Group is currently implementing a pilot project in Chile, in which it is developing and building a photovoltaic solar plant with battery bank storage facilities; at the state of approval of the accompanying annual financial statements, no objectives had been set.
The Group's strategic objectives for 2020 include: (i) develop solar, wind, and storage of photovoltaic activity; (ii) have a project portfolio of over 5,000 MW; and (iii) build and produce over 363 MW in the upcoming 15 months as Independent Power Producer ("IPP"). The 2022 target is to operate 1,323 MW of installed generation capacity for both photovoltaic as well as wind farms located in the different countries where the Grenergy Group operates (Spain, Chile, Mexico, Peru, Colombia, and Argentina).
Below is a description of Grenergy's Board of Directors at the date of preparation of these consolidated financial statements, indicating the positions filled by each member:
| Shareholder that proposed | Date of first | Expiring | |||
|---|---|---|---|---|---|
| Name | Position | Type | their appointment | appointment | date |
| D. David Ruiz de Andrés | President/ CEO | Executive | Daruan Group Holding, S.L. | 05/19/2015 | 11/15/2023 |
| D. Antonio Jiménez Alarcón | Vocal | Executive | -- | 11/15/2019 | 11/15/2023 |
| D. Florentino Vivancos Gasset | Board member | Dominical | Daruan Group Holding, S.L. | 05/19/2015 | 11/15/2023 |
| Independent | |||||
| Dña. Ana Peralta Moreno | Vocal | Coordinator | -- | 06/27/2016 | 11/15/2023 |
| D. Nicolás Bergareche Mendoza | Vocal | Independent | -- | 06/27/2016 | 11/15/2023 |
| Dña. María del Rocío Hortigüela | |||||
| Esturillo | Vocal | Independent | -- | 11/15/2019 | 11/15/2023 |
As a result of the request for admission to trading of the Parent's shares on the stock exchange, during their general meeting held on November 15, 2019, the shareholders agreed to amend certain bylaws, as well as its General Meeting Regulations to adapt them to applicable regulations for listed companies. On October 1, 2019, the Parent's Board of Directors approved the Board of Directors' regulations, which was reported during the abovementioned General Shareholders' Meeting. The regulations for the General Shareholders Meetings and Board of Directors became effective on the date the entirety of the Company's shares were issued for trading on the stock exchanges on the Spanish continuous market.
During the Parent's General Shareholders' Meeting held on November 15, 2019, six board members were appointed. At the date of preparation of the accompanying consolidated financial statements, the Board was comprised of six members.
On November 15, 2019, the Board agreed to appoint Ms. Ana Peralta Moreno Lead Independent Director. As indicated in the Parent's Board of Directors' regulations, it is especially entitled to the following (among others): (i) call Board meetings, (ii) add items to an established meeting agenda, (iii) coordinate and gather all non-executive directors, and (iv) oversee periodic assessments by the Chairman of the Board, where applicable.
Group directors (understood as those who report directly to the Board of Directors and/or the CEO) at the date of preparation of these consolidated financial statements follow:
| Name | Position |
|---|---|
| Mr. David Ruiz de Andrés | Chief Executive Officer (CEO) |
| Mr. Antonio Jiménez Alarcón | Corporate Financial Director (CFO) and Executive Director |
| Ms. Mercedes Español Soriano | Director of Development and M&A |
| Mr. Daniel Lozano Herrera | Investor Relations and Communication Director |
| Mr. Álvaro Ruiz Ruiz | Director of the Legal Area |
The average number of employees in 2019, broken down by professional categories, was the following:
| Category | 2019 |
|---|---|
| Board members and Senior Management | 7 |
| Directors Departments | 16 |
| Other | 64 |
| Total | 87 |
The activities of the Group are exposed to various financial risks: market risk (including exchange rate risk), and liquidity risk. The Group's risk management is focused on the uncertainty of financial markets and attempts to minimize the potentially adverse effects on its profitability, using certain financial instruments for this purpose, described further on in the notes. The chief financial risks which might affect the Group are indicated in Note 25.1 of the accompanying notes.
One of the stages which characterizes the development of a renewable energy project (albeit solar or eolic in nature) is the performance of studies and statements on the environmental impact installations may exert. The key purpose of the above is to measure and reduce the true impact of executing projects on the environment.
Competent authorities in the different countries in which the Group operates are in charge of preventing environmental damage. Conducting an environmental impact assessment on any activity makes it possible to introduce environmental aspects during project design and execution, as well as the performance of activities carried out in each country. These assessments certify that public- and private-sector initiatives are prepared to comply with applicable environmental requirements.
Although there are a vast array of different environmental impacts, they can be classified into three types according to origin: (i) environmental impact unleashed by taking advantage of natural resources; (ii) the effects of pollution; and (iii) the damage caused by land occupation.
The Group's projects are generally affected by the environmental impact of land occupation. When a project commences, land is sought and located encompassing the essential characteristics necessary to ensure it is not changed during project execution; on occasion environmental improvements are made.
Another effect on the environment which could impact the Group's PP&E is pollution, since some of the machinery used in carrying out its activities belongs to the Group. In this regard, the parties in charge of executing any stage in the development of a project always seek to optimize equipment organization, adapting it to its surroundings.
Depending on each project, the Group hires different consultants and engineering firms to conduct environmental studies which are subsequently reviewed by competent authorities. Once the study in question has been closely reviewed by competent authorities, the decision is made on the suitability of the activity; the conditions and measures to take to correctly protect the environment and natural resources are then determined.
In accordance with prevailing legislation, the Group controls the degree of contamination produced by waste and emissions by applying an appropriate waste disposal policy.
The Group did not capitalize any amounts during 2019 related to research and development.
With regard to the possibility of acquiring treasury shares, during the General Shareholders' Meeting held on May 19, 2015 a resolution was passed to acquire up to 2,000,000 shares at a price of between 0.01 and 5 euros during the 5-year period commencing that date, in compliance with the Incentive Plans for directors, managers, employees, and collaborators, so that key personnel feel motivated and loyal.
On February 3, 2016, the Board of Directors agreed to purchase treasury shares in Grenergy Renovables S.A. In an amount up to 0.8% of share capital (equivalent to 181,818 shares), to ensure that the Company is adequately covered to grant share options to its directors and employees.
On September 11, 2018, the Parent acquired 365,426 treasury shares from related parties at 2.40 euros/share.
At the date of preparation of the accompanying 2019 financial statements, Grenergy Renovables S.A.'s treasury shares totaled 556,815.
In compliance with Law 31/2014, of December 3, which amends additional provision three of Law 15/2010, of July 5, establishing measures to be taken in combating arrears in commercial transactions, the Group reported that the average payment period for the Parent to suppliers was 52.92 days (Note 19).
No subsequent events have been produced from the closing date of the financial statements till the formulation of the financial statements that could modify the content thereof.
We'd like to take this opportunity to thank our clients for their confidence in us, as well as our suppliers and strategic partners for their constant support; our investors for having believed in Grenergy since its shares were issued, and especially to our Group's collaborators and employees, since without their efforts and dedication, we would find it difficult to reach established targets or results obtained.
This consolidated management report includes figures considered alternative performance measures (APMs), in conformity with European Securities and Markets Authority (ESMA) directives published in October, 2015.
APMs are presented to reflect financial position more clearly, as well as the Group's cash flows, financial situation, to the extent that Grenergy uses them when making financial, operating, or strategic decisions for the Group. These APMs are not audited, however, nor is it necessary to disclose them in IFRS-EU terms; therefore, they must not be contemplated individually, but rather, as complementary information to the audited financial data, nor should they be subjected to limited reviews prepared in accordance with IFRS-EU standards. The measures may differ in definition as well as similar calculations made by other companies, and therefore, are not considered comparable.
The following is an explanatory glossary of APMs utilized, including calculation methods, and definition/relevance, as well as their reconciliation with items recorded on Grenergy's 2019 and 2018 consolidated financial statements.
| ALTERNATIVE PERFORMANCE | |||||
|---|---|---|---|---|---|
| MEASURE) | CALCULATION METHOD | DEFINITION/RELEVANCE | |||
| Income | "Revenue" + "Work performed by the entity and | Indicates the total volume of income | |||
| capitalized" + "Gains (losses) on disposals and other." |
from Group operating activities. | ||||
| EBITDA | "Operating profit" - "Impairment losses" - "Depreciation and amortization." |
Indicates the Group's profit-generation capacity, solely based on its operating activities, eliminating amortization provisions and impairment losses of PP&E. |
|||
| Net debt | "Non-current borrowings" + "Current borrowings" - "Current financial investments"—"Other financial assets" - "Cash and cash equivalents." |
Figure for use in analyzing the Group's financial position. |
|||
| Bank borrowings, non current |
"Bonds and other marketable debt securities" + "Interest-bearing loans and borrowings" + "Finance lease liabilities" - Non-current project bank borrowings. |
The amount of financial debt payable by the Group within a year. |
|||
| Bank borrowings, current | "Current bank borrowings" + "Current finance lease payables" - Current project bank borrowings. |
The amount of financial debt payable by the Group within a year. |
|||
| Cash and cash equivalents |
"Cash and cash equivalents"– Project cash. | The amount subtracted from financial debt to obtain net debt. |
|||
| Recourse project finance | Non-current recourse project finance bank borrowings+ Current recourse project finance bank borrowings |
Indicates Parent recourse borrowings | |||
| Recourse project treasury | "Cash and equivalent cash assets" – Cash and cash equivalents – Non-recourse project cash. |
The amount disbursed by the financing entity attributable to project construction. |
|||
| Recourse project debt | Non-current non-recourse project finance bank borrowings+ Current non-recourse project finance bank borrowings |
Indicates Parent non-recourse borrowings |
|||
| Non-recourse project treasury |
"Cash and equivalent cash assets" – Cash and cash equivalents – Recourse project cash. |
The amount disbursed by the financing entity attributable to project construction. |
| RECONCILIATION OF THE INCOME | 12/31/2019 | 12/31/2018 |
|---|---|---|
| "Revenue" | 72,289,630 | 26,577,205 |
| + "Work performed by the entity and capitalized" | 12,239,733 | 8,190,763 |
| + "Gains (losses) on disposals" | 516 | 11,532,405 |
| Total Income | 84,529,879 | 46,300,373 |
| EBITDA | ||
| RECONCILIATION OF THE EBITDA | 12/31/2019 | 12/31/2018 |
| "Operating profit" | 17,518,566 | 15,408,130 |
| - "Impairment losses" | (291,320) | (2,174,486) |
| - "Depreciation and amortization" | (660,945) | (881,431) |
| Total EBITDA | 18,470,831 | 18,464,047 |
| Net debt | ||
| RECONCILIATION OF THE DEBT NET | 12/31/2019 | 12/31/2018 |
| "Long-term financial debt" | 67,239,122 | 9,734,836 |
| + "Short-term debt" | 9,642,204 | 7,333,584 |
| - "Long-term financial investments"—"Other financial assets" | 6,873,062 | 123,838 |
| - "Cash and cash equivalents" | 28,773,087 | 13,119,041 |
| Total Debt Net | 41,235,177 | 3,825,541 |
| Long-term financial debt | ||
| RECONCILIATION OF THE LONG-TERM FINANCIAL DEBT | 12/31/2019 | 12/31/2018 |
| "Obligations and other long-term tradeable values" | 21,539,686 | - |
| "Long-term bank borrowings" | 41,764,740 | 9,333,447 |
| + "Long-term finance lease liabilities" | 3,726,447 | 134,854 |
| - Long-term bank borrowings of project | (40,933,480) | (6,350,782) |
| Total long-term financial debt | 26,097,393 | 3,117,519 |
| Short-term financial debt | ||
| RECONCILIATION OF THE SHORT-TERM FINANCIAL DEBT | 31/12/2019 | 31/12/2018 |
| "Short-term bank borrowings" | 4,953,157 | 6,061,848 |
| + "Short-term finance lease liabilities" | 692,217 | 27,662 |
| + "Short-term derivatives" | 654,429 | 27,662 |
| - Short-term bank borrowings of project | (1,458,523) | -- |
| Total short-term financial debt | 4,841,280 | 6,089,510 |
| Cash and cash equivalents | ||
| RECONCILIATION OF THE CASH AND CASH EQUIVALENTS | 31/12/2019 | 31/12/2018 |
| "Cash and other cash equivalents assets" | 28,773,087 | 13,119,041 |
| - Cash in hand | (8,365,082) | (7,365,995) |
| Total cash and cash equivalents | 20,408,005 | 5,753,046 |
| RECONCILIATION OF THE PROJECT DEBT WITH RECOURSE | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Long-term Project debt with recourse | 40,933,480 | 6,350,782 |
| +Short-term Project debt with recourse | 1,458,523 | - |
| Total Project debt with recourse | 42,392,003 | 6,350,782 |
| Project cash with recourse | ||
| RECONCILIATION OF THE PROJECT CASH WITH RECOURSE | 31/12/2019 | 31/12/2018 |
| "Cash and other cash equivalents assets" | 28,773,087 | 13,119,041 |
| - Cash and cash equivalents - Project cash without recourse |
(20,408,005) - |
(5,753,046) - |
| Total Project cash with recourse | 8,365,082 | 7,365,995 |
| Project cash without recourse | ||
| RECONCILIATION OF THE PROJECT CASH WITHOUT RECOURSE | 31/12/2019 | 31/12/2018 |
| "Cash and other cash equivalents assets" | 28,773,087 | 13,119,041 |
| - Cash and cash equivalents | (20,408,005) | (5,753,046) |
| - Project cash with recourse | (8,365,082 | (7,365,995) |
Total Project cash without recourse - -
The consolidated Financial Statements and the consolidated Management Report for the year 2019 were authorized by the Board of Directors of the Parent Company, GRENERGY RENOVABLES, S.A. (Sole Shareholder Company) at its meeting on February 26, 2020, for their verification by auditors and subsequent approval by the shareholders in general meeting.
Mr. Florentino Vivancos Gasset is authorized to sign all pages comprising the consolidated financial statements and the Management Report for 2019.
Signed in the original report issued in Spanish Signed in the original report issued in Spanish ________________________________ _________________________________ D. David Ruiz de Andrés D. Antonio Jiménez Alarcón (Chief Executive Officer) (Board Member) Signed in the original report issued in Spanish Signed in the original report issued in Spanish ________________________________ _________________________________ D. Florentino Vivancos Gasset Dña. Ana Peralta Moreno (Board Member) (Board Member) Signed in the original report issued in Spanish Signed in the original report issued in Spanish ________________________________ _________________________________ D. Nicolás Bergareche Mendoza Dña. María del Rocío Hortigüela Esturillo (Board Member) (Board Member)
Audit Report on Financial Statements issued by an Independent Auditor
GRENERGY RENOVABLES, S.A. Financial Statements and Management Report for the year ended December 31, 2019
Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails (See Note 24)
To the shareholders of GRENERGY RENOVABLES, S.A.:
We have audited the financial statements of GRENERGY RENOVABLES, S.A. (the Company), which comprise the balance sheet as at December 31, 2019, the income statement, the statement of changes in equity, the cash flow statement, and the notes thereto for the year then ended.
In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the equity and financial position of the Company as at December 31, 2019 and of its financial performance and its cash flows for the year then ended in accordance with the applicable regulatory framework for financial information in Spain (identified in Note 2 to the accompanying financial statements) and, specifically, the accounting principles and criteria contained therein.
Basis for opinion
We conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the financial statements in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of investments in and loans to group companies and associates
Description As explained in Note 8 to the accompanying financial statements, the Company recorded equity instruments and loans to group companies and associates amounting to 29,412 thousand euros and 10,178 thousand euros, respectively in "Non-current investments in group companies and associates."
As explained in Note 4.4.b) to the accompanying financial statements, at least at year end, the Company assesses if there is evidence of impairment and recognizes any impairment loss. Said impairment losses are calculated as the difference between the investment's carrying amount and its recoverable amount, deemed to be the higher of fair value less costs to sell and the present value of the future cash flows from the investment. Unless better evidence is available, impairment losses on these types of assets are estimated taking into account the investee's equity adjusted for any unrealized capital gains existing on the measurement date.
To determine recoverable amount, the directors base their estimates on discounted cash flow analysis, which requires them to make significant judgments with respect to certain key assumptions, particularly, business plan projections and discount rates.
Due to the significance of the amounts involved, as well as the inherent complexity and sensitivity of the estimates made by the complexity, we determined this to be a key audit matter.
Our response Our audit procedures included the following:
| Description | As explained in Note 8.1 to the accompanying financial statements, in 2019, the |
|---|---|
| Company signed an agreement with third parties for the sale of several subsidiaries, | |
| for which it obtained a profit of 6,924 thousand euros. This amount is shown in | |
| "Impairment and gains/(losses) on disposal of financial instruments" on the | |
| accompanying income statement. |
As explained in Note 4.4b) to the accompanying financial statements, in accordance with the regulatory financial reporting framework applicable in Spain, the Company will derecognize the investment in group companies when the risks and rewards incidental to ownership have been substantially transferred. The difference between the consideration received, net of attributable transaction costs and the carrying amount of the investment in group companies, determines the gain or loss generated upon derecognition and is included in the income statement for the year to which it relates.
Due to the significant impact of the sale of these subsidiaries on the income statement and the complexity of the sale agreements entered into during the year, we determined this to be a key audit matter.
Our response Our audit procedures included the following:
Description As explained in Note 20.1 to the accompanying financial statements, the Company acts as a supplier to the Group, to which it sells components required for photovoltaic park installations (panels, inverters, etc.) for significant amounts.
Due to the significance of the balances and transactions with group of companies, as well as the risk that the measurement of these transactions might be incorrect and/or questioned in the event of a tax inspection, we determined this to be a key audit matter.
Our response Our audit procedures included the following:
Other information refers exclusively to the 2019 management report, the preparation of which is the responsibility of the Company's directors and is not an integral part of the financial statements.
Our audit opinion on the financial statements does not cover the management report. In conformity with prevailing audit regulations in Spain, our responsibility in terms of the management report is to assess and report on the consistency of the management report with the financial statements based on the knowledge of the entity we obtained while auditing the financial statements, and not including any information not obtained as evidence during the course of the audit. In addition, our responsibility is to assess and report on whether the content and presentation of the management report are in conformity with applicable regulations. If, based on the work carried out, we conclude that there are material misstatements, we are required to disclose them.
Based on the work performed, as described in the above paragraph, the information contained in the management report is consistent with that provided in the 2019 financial statements and their content and presentation are in conformity with applicable regulations.
On April 3, 2019 other auditors issued their audit report on the 2018 financial statements, in which they expressed an unqualified opinion.
Responsibilities of the directors and the audit committee for the financial statements
The directors are responsible for the preparation of the accompanying financial statements so that they give a true and fair view of the equity, financial position and results of the Company, in accordance with the regulatory framework for financial information applicable to the Company in Spain, identified in Note 2 to the accompanying financial statements, and for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The audit committee is responsible for overseeing the Company's financial reporting process.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing audit regulations in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
We communicate with the audit committee of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee of the Company with a statement that we have complied with relevant ethical requirements, including those related to independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee of the Company, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
Additional report to the audit committee
The opinion expressed in this audit report is consistent with the additional report we issued to the audit committee on February 26, 2020.
Term of engagement
The ordinary general shareholders' meeting held on June 17, 2019 appointed us as Group auditors for three years, commencing on December 31, 2019.
ERNST & YOUNG, S.L. (Registered in the Official Register of Auditors under No. S0530)
(signed in the original version)
David Ruiz-Roso Moyano (Registered in the Official Register of Auditors under No. 18336)
___________________________
February 26, 2020

Translation of a report issued in Spanish. In the event of a discrepancy, the Spanish language version prevails.
Financial Statements for the year ended December 31, 2019
(Euros)
| Notes to the | Financial Year Financial Year | Notes to the | Financial Year Financial Year | ||||
|---|---|---|---|---|---|---|---|
| ASSETS | financial statements | 2019 | 2018 (*) | EQUITY AND LIABILITIES | financial statements | 2019 | 2018 (*) |
| NON-CURRENT ASSETS | 41,057,346 | 13,371,329 EQUITY | 35,181,470 | 27,154,252 | |||
| CAPITAL AND RESERVES | 35,181,470 | 27,154,252 | |||||
| Intangible assets | 5 | 70,720 | 3,093 Share capital | 12.1 | 8,507,177 | 3,645,933 | |
| Software | 70,720 | 3,093 Issued capital | 8,507,177 | 3,645,933 | |||
| Share premium | 12.2 | 6,117,703 | 6,117,703 | ||||
| Property, plant, and equipment | 6 | 644,883 | 327,759 Reserves and retained earnings | 12.3 | 16,703,061 | 12,726,160 | |
| Plant and other PP&E | 644,883 | 327,759 Legal reserve | 729,187 | 729,187 | |||
| Voluntary reserves | 15,973,874 | 11,996,973 | |||||
| Investments in group companies and associates | 8.1 | 39,474,745 | 12,349,619 (Own shares and equity holdings) | 12.3 | (3,328,497) | (2,062,969) | |
| Equity instruments | 29,296,646 | 11,493,997 Profit for the year | 7,182,026 | 6,727,425 | |||
| Loans to group companies and associates | 20.1 | 10,178,099 | 855,622 | ||||
| NON-CURRENT LIABILITIES | 22,710,798 | 3,384,055 | |||||
| Financial investments | 8.2 | 24,000 | 26,040 Non-current payables | 22,710,798 | 3,384,055 | ||
| Other financial assets | 24,000 | 26,040 Bonds and other marketable securities | 13.1 | 21,539,687 | - | ||
| Bank borrowings | 13.2 and 13.3 | 831,260 | 2,982,665 | ||||
| Deferred tax assets | 16 | 842,998 | 664,818 Finance lease liabilities | 7.1 | 131,602 | 134,854 | |
| Other financial liabilities | 13.4 | 208,249 | 266,536 | ||||
| CURRENT ASSETS | 48,630,700 | 38,453,315 CURRENT LIABILITIES | 31,795,778 | 21,286,337 | |||
| Inventories | 9 | 1,692,133 | 1,116,306 | ||||
| Raw materials and other consumables | 872,111 | 1,115,309 Borrowings | 6,868,629 | 7,330,185 | |||
| Work in progress | 820,022 | - Bank borrowings | 13.2 and 13.3 | 3,493,301 | 6,058,449 | ||
| Advances to suppliers | - | 997 Finance lease liabilities | 7.1 | 32,927 | 27,662 | ||
| Trade and other receivables | 10 | 18,531,402 | 26,569,024 Other financial liabilities | 13.4 | 3,342,401 | 1,244,074 | |
| Trade receivables | 64,561 | 3,746,848 | |||||
| Trade receivables from group companies and associates | 20.1 | 16,178,806 | 16,062,110 Payables to group companies and associates | 14 and 20.1 | 242,988 | 2,773,719 | |
| Other receivables | 1,651,195 | 6,524,215 | |||||
| Receivable from employees | - | 494 Trade and other payables | 24,684,161 | 11,182,433 | |||
| Public entities, other | 16 | 636,840 | 235,357 Suppliers | 17,412,657 | 7,096,642 | ||
| Investments in group companies and associates | 8.1 and 20.1 | 3,933,100 | 2,449,123 Suppliers, group companies, and associates | 20.1 | 5,436 | 27,759 | |
| Loans to group companies and associates | 3,933,100 | 2,449,123 Other payables | 1,543,743 | 1,321,583 | |||
| Financial investments | 8.2 | 6,857,767 | - Employee benefits payable | 415,669 | 398,660 | ||
| Other financial assets | 6,857,767 | - Current tax liabilities | 16 | 525,521 | - | ||
| Accruals | 206,844 | 62,539 Other payables to public administrations | 16 | 200,859 | 74,051 | ||
| Cash and cash equivalents | 11 | 17,409,454 | 8,256,323 Customer advances | 10 | 4,580,276 | 2,263,738 | |
| Cash in hand | 17,409,454 | 8,256,323 | |||||
| TOTAL ASSETS | 89,688,046 | 51,824,644 | TOTAL EQUITY AND LIABILITIES | 89,688,046 | 51,824,644 |
(*)Restated figures for comparative purposes (Note 2.5)
The accompanying Notes 1 to 24 and the Appendixes are an integral part of the financial statement of financial position at 31 December 2019 and 2018.
(Euros)
| Notes to the | Financial Year Financial Year | ||
|---|---|---|---|
| financial statements | 2019 | 2018 (*) | |
| CONTINUING OPERATIONS | |||
| Revenue | 22 | 54,862,112 | 23,535,827 |
| Sales | 20.1 | 54,625,015 | 23,304,156 |
| Rendering of services | 237,097 | 231,671 | |
| Changes in inventory of finished products and work in progress | 820,022 | - | |
| Cost of sales | 17 | (48,123,539) | (18,917,293) |
| Consumption of goods for resale | (48,123,539) | (18,917,293) | |
| Other operating income | 1,057,831 | 604,788 | |
| Ancillary income | 1,057,831 | 604,788 | |
| Employee benefits expense | (2,921,315) | (1,816,759) | |
| Wages, salaries, et al | (2,275,416) | (1,468,155) | |
| Social security costs | 17 | (645,899) | (348,604) |
| Other operating expenses | (2,563,675) | (1,362,363) | |
| External services | (2,559,971) | (1,312,350) | |
| Taxes | (3,704) | (3,400) | |
| Losses on, impairment of, and changes in trade provisions | - | - | |
| Other current management expenses | - | (46,613) | |
| Depreciation and amortization | 5 and 6 | (93,989) | (50,922) |
| Impairment losses and gains (losses) on disposal of non-current assets | 6 | 516 | (448) |
| Gains (losses) on disposals and other | 516 | (448) | |
| Other gains (losses) | (19,223) | 25,527 | |
| OPERATING PROFIT | 3,018,740 | 2,018,357 | |
| Finance income | 17 | 499,708 | 106,720 |
| From marketable securities and other financial instruments | 499,708 | 106,720 | |
| Of group companies and associates | 20.1 | 439,712 | 96,793 |
| Of third parties | 59,996 | 9,927 | |
| Finance costs | 17 | (1,038,917) | (549,096) |
| Third-party borrowings | (1,038,917) | (498,764) | |
| Borrowings from group companies and associates | - | (50,332) | |
| Exchange gains (losses) | 17 | (73,776) | (246,588) |
| Impairment and gains (losses) on disposal of financial instruments | 8.1 and 17 | 6,623,212 | 7,040,549 |
| Impairment and losses | (300,417) | (2,300,846) | |
| Gains (losses) on disposals and other | 6,923,629 | 9,341,395 | |
| FINANCE COST | 6,010,227 | 6,351,585 | |
| PROFIT BEFORE TAX | 9,028,967 | 8,369,942 | |
| Corporate income tax | 16 | (1,846,941) | (1,642,517) |
| PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS | 7,182,026 | 6,727,425 | |
| PROFIT FOR THE YEAR | 7,182,026 | 6,727,425 |
(*)Restated figures for comparative purposes (Note 2.5)
The accompanying Notes 1 to 24 and the Appendixes are an integral part of the financial statement of financial position at 31 December 2019 and 2018.
(Euros)
| Notes to the | Financial Year Financial Year | ||
|---|---|---|---|
| financial statements | 2019 | 2018 (*) | |
| PROFIT FOR THE PERIOD (I) | 3 | 7,182,026 | 6,727,425 |
| Income and expense recognized directly in equity | - | - | |
| IV. Other adjustments | - | - | |
| V. Tax effect | - | - | |
| TOTAL INCOME AND EXPENSE RECOGNIZED DIRECTLY IN EQUITY (II) | - | - | |
| - | - | ||
| Amounts transferred to the income statement | - | - | |
| TOTAL AMOUNTS TRANSFERRED TO INCOME STATEMENT (III) | - | - | |
| - | - | ||
| TOTAL RECOGNIZED INCOME AND EXPENSE (I+II+III) | 7,182,026 | 6,727,425 |
(*)Restated figures for comparative purposes (Note 2.5)
The accompanying Notes 1 to 24 and the Appendixes are an integral part of the financial statement of financial position at 31 December 2019 and 2018.
(Euros)
| Share capital (Note 12.1) |
Share premium (Note 12.2) |
Reserves (Note 12.3) |
(Own shares and equity holdings) (Note 12.3) |
Profit for the year (Note 3) |
TOTAL | |
|---|---|---|---|---|---|---|
| BALANCE AT DECEMBER 31, 2017 | 3,645,933 | 6,117,703 | 9,997,553 | (1,133,498) | 1,916,442 | 20,544,133 |
| Adjustments for changes in criteria and misstatements | - | - | - | - | - | - |
| ADJUSTED OPENING BALANCE 2018 | ||||||
| 3,645,933 | 6,117,703 | 9,997,553 | (1,133,498) | 1,916,442 | 20,544,133 | |
| Total recognized income and expense | - | - | - | - | 8,991,163 | 8,991,163 |
| Transactions with partners or owners | - | - | - | - | - | - |
| Capital increases | - | - | - | - | - | - |
| Transactions with treasury shares or own equity instruments (net) | - | - | 812,165 | (929,471) | - | (117,306) |
| Other changes in equity | - | - | 1,916,442 | - | (1,916,442) | - |
| BALANCE AT DECEMBER 31, 2018 | 3,645,933 | 6,117,703 | 12,726,160 | (2,062,969) | 8,991,163 | 29,417,990 |
| Adjustments for changes in criteria and misstatements | - | - | - | - | (2,263,738) | (2,263,738) |
| ADJUSTED OPENING BALANCE 2019 | 3,645,933 | 6,117,703 | 12,726,160 | (2,062,969) | 6,727,425 | 27,154,252 |
| Total recognized income and expense | - | - | - | - | 7,182,026 | 7,182,026 |
| Transactions with partners or owners | - | - | - | - | - | - |
| Capital increases | 4,861,244 | - | (4,861,244) | - | - | - |
| Transactions with treasury shares or own equity instruments (net) | - | - | 2,110,720 | (1,265,528) | - | 845,192 |
| Other changes in equity | - | - | 6,727,425 | - | (6,727,425) | - |
| BALANCE AT DECEMBER 31, 2018 | 8,507,177 | 6,117,703 | 16,703,061 | (3,328,497) | 7,182,026 | 35,181,470 |
The accompanying Notes 1 to 24 and the Appendixes are an integral part of the financial statement of financial position at 31 December 2019 and 2018.
Financial Statements for the year ended December 31, 2019
(Euros)
| A) CASH FLOWS FROM OPERATING ACTIVITIES 1. Profit before tax 9,028,967 2. Adjustments to profit 1,171,170 (6,300,215) a) Depreciation and amortization (+) 5 and 6 93,989 50,922 e) Gains (losses) from derecognition and disposal of non-current assets (+/-) (516) f) Gains (losses) from derecognition and disposal of financial instruments (+/) 8.1 25,000 (7,040,549) g) Finance income (-) 17 (59,996) (106,720) h) Finance expenses (+) 17 1,038,917 549,096 i) Exchange gains (losses) (+/-) 17 73,776 246,588 3. Changes in working capital. Diferencia N - N-1 20,745,442 1,734,195 a) Inventories (+/-) (575,827) (913,853) b) Trade and other receivables (+/-) 8,037,622 (296,722) c) Other current assets (+/-) (144,305) 28,705 d) Trade and other payables (+/-) 13,427,952 2,916,065 4. Other cash flows from operating activities (3,004,042) (2,722,198) a) Interest paid (-) (1,038,917) (498,764) c) Interest received (+) 59,996 9,927 d) Income tax receipts (payments) (+/-) 16 (2,025,121) (2,233,361) 5. Cash flows from operating activities (+/-1+/-2+/-3+/-4) 27,941,537 1,081,724 B) CASH FLOWS FROM INVESTING ACTIVITIES 6. Payments on investments (-) (36,008,809) (198,100) a) Group companies and associates 8.1 (28,609,103) - b) Intangible assets 5 (81,501) - c) Property, plant, and equipment 6 (437,478) (198,100) e) Other financial assets (6,880,727) - 7. Proceeds from disposals (+) 40,755 3,691,391 a) Group companies and associates 8.1 - 3,672,900 c) Property, plant, and equipment 6 40,755 18,491 8. Cash flows from (used in) investing activities (7-6) (35,968,054) 3,493,291 C) CASH FLOWS FROM FINANCING ACTIVITIES 9. Proceeds from and payments on equity instruments 12 845,192 (117,306) c) Acquisition of own equity instruments (3,882,063) (1,869,232) d) Disposal of own equity instruments 4,727,255 1,751,926 10. Proceeds from and payments of financial liabilities 16,334,456 3,494,721 a) Issuance of: 13 23,638,014 4,240,563 1. Bonds and other marketable debt securities (+) 21,539,687 2. Bank borrowings (+) - 4,240,563 4. Other borrowings (+) 2,098,327 - b) Repayment and redemption of 13 (7,303,558) (745,842) 1. Bonds and other marketable debt securities (-) 2. Bank borrowings (-) (4,714,540) - 3. Borrowings from group companies and associates (-) (2,530,731) (745,842) 4. Other borrowings (-) (58,287) - 12. Cash flows from financing activities (+/-9+/-10-11) 17,179,648 3,377,415 E) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (+/-A+/-B+/-C+/- D) 9,153,131 7,952,430 Cash and cash equivalents at beginning of period 11 8,256,323 303,893 Cash and cash equivalents at end of year 11 17,409,454 8,256,323 |
Notes | 2019 | 2018 (*) |
|---|---|---|---|
| 8,369,942 | |||
| 448 | |||
(*) Restated figures for comparative purposes (Note 2.5)
The accompanying Notes 1 to 24 and the Appendixes are an integral part of the financial statement of financial position at 31 December 2019 and 2018.
GRENERGY RENOVABLES, S.A. ("the Company") was incorporated in Madrid on July 2, 2007 via public deed, as filed at the Mercantile Registry of Madrid in Tome 24.430, Book 0, Folio 112, Section 8, Page M-439.423, 1st inscription. On November 15, 2019 the Company changed its registered business and tax address to Rafael Botí, nº 26 in Madrid.
The corporate purpose of the Company and the sectors in which it performs its activities are as follows: the promotion and commercialization of renewable energy installations, production of electric energy and any complementary activities, including the management and operation of such installations.
As described in Note 12, the Company is a member of the Daruan group, the parent of which is Daruan Group Holding, S.L., which has its registered address at calle Rafael Botí no. 2, Madrid.
The Daruan group's consolidated financial statements corresponding to the year ended December 31, 2018, as well as the corresponding management report and audit reports, were filed at the Mercantile Registry of Madrid on July 29, 2019. The Daruan group's consolidated financial statements corresponding to the year ended December 31, 2019, as well as the corresponding management and audit reports, will be filed at the Madrid Mercantile Registry.
The shares of the Company were listed on the Spanish Alternative Stock Market for Expanding Companies ("MAB-EE") on July 8, 2015. As a consequence of its admission to trading on the MAB-EE, the Company lost its status as a sole shareholder company, which had been declared during 2014. On November 15, 2019 the Company's shareholders in general meeting approved, amongst other matters, to request the delisting of its shares on the MAB-EE and, simultaneously, request their listing on the Stock Exchanges of Barcelona, Bilbao, Madrid, and Valencia, and their inclusion on the Spanish electronic trading platform (Sistema de Interconexión Bursátil Español). As a consequence of the above, the Board of Directors of Bolsas y Mercados Españoles, Sistemas de Negociación, S.A. agreed to delist the 24,306,221 shares of the Company on said market, effective from December 16, 2019, the same date on which the Company's shares were admitted to trading on the Stock Exchanges of Madrid, Barcelona, Bilbao, and Valencia (Note 12).
As disclosed in Note 8, the Company holds shares in subsidiaries and is the head of a group of companies which comprise the Grenergy Group. The consolidated financial statements of the Grenergy Group corresponding to the year ended December 31, 2019, as well as the corresponding management and audit reports, will be filed at the Madrid Mercantile Registry.
The financial statements for the year ended December 31, 2019 were prepared based on the accounting registers of the Company and give a true and fair view of its equity and financial position, the results of its operations, the changes in equity and cash flows during the period. They were prepared by the directors of the Company in accordance with the applicable regulatory framework for financial information, as established in:
Amongst the modifications introduced in the final first provision of Royal Decree 877/2015 of October 2 with respect to Royal Decree 1517/2011 of October 31, which approved the enacting regulations set forth in the revised text of the Audit Law, the amendment to article 15 of said Law is included, defining public interest entities to include the entities which issue securities listed on the MAB-EE.
The Company's financial statements for the year ended December 31, 2018 were approved by the shareholders in general meeting on June 17, 2019. The accompanying 2019 financial statements, prepared by the directors, will be submitted for approval at the general shareholders meeting, where they are expected to be approved without modification.
The main accounting principles adopted by the Company are presented in Note 4. All accounting principles or recognition and measurement standards with a significant effect on the financial statements were applied in their preparation.
The figures included in all statements comprising the financial statements (balance sheet, income statement, statement of changes in equity, cash flow statement, and the accompanying notes) are presented in euros, the functional currency of the Company, unless indicated otherwise.
The preparation of certain information included in the accompanying financial statements required the use of estimates based on assumptions made by senior management, subsequently ratified by the directors of the Company. These disclosures required the quantification of certain assets, liabilities, income, expenses, and commitments contained in the financial statements.
The most significant estimates used to prepare these financial statements relate to:
These estimates and hypotheses are based on the best information available at the date of preparation of these financial statements regarding the estimation of uncertainty at the reporting date and are reviewed periodically. However, it is possible that these periodic reviews or future events may require the Company to modify the estimates made in coming periods. Should this occur, the effects of the changes in estimates shall be recognized prospectively in the income statement of the corresponding period and successive periods in accordance with the stipulations established in Spanish GAAP recognition and measurement rule 22 on changes in accounting criteria, errors, and estimates.
In accordance with commercial legislation, it is presented, for comparative purposes, with each of the items in the statement of financial position, the income statement, the statement of changes in equity and the statement of cash flows are presented, in addition to the figures for fiscal year 2019, those corresponding to the previous fiscal year. The attached financial statement also includes quantitative information from the previous fiscal year, except when an accounting standard specifically states that it is not necessary.
The figures included for the year ended December 31, 2018 differ from those presented in the corresponding annual financial statements for 2018 as authorized by the Company's Board of Directors on March 29, 2019 (Note 2.5).
During the second half of 2019 the Company initiated the process for admission to trading of all shares representing its share capital on the Stock Exchanges of Madrid, Barcelona, Bilbao, and Valencia. During said process, the National Securities Exchange Commission ("CNMV" from the Spanish "Comisión Nacional del Mercado de Valores") issued recommendations regarding recognition of certain development and construction purchase-sale contracts with respect to applying a different professional judgment on the transfer of risks and benefits associated with an asset in the analysis of control. During the second half of 2018, the Company recognized the sale of shares in a company with the complete conclusion of a solar farm development in Chile ("ready to build") as it considered that all risks and benefits of said company had been transferred. Given that the purchase-sale contract for said shares included a cancellation clause, it was not irrevocable.
As a consequence, the Company corrected this error retroactively, changing the 2018 figures as well as the initial reserves for 2019.
The effects of these corrections were as follows:
| STATEMENT OF FINANCIAL POSITION | 12.31.2018 | Adjustments | 12.31.2018 Restated |
|---|---|---|---|
| EQUITY | |||
| Profit for the year | 8,991,163 | (2,263,738) | 6,727,425 |
| Trade and other payables Customer advances |
8,918,695 - |
2,263,738 2,263,738 |
11,182,433 2,263,738 |
| TOTAL EQUITY AND LIABILITIES | 51,824,644 | - | 51,824,644 |
| INCOME STATEMENT | 12.31.2018 | Adjustments | 12.31.2018 Restated |
| OPERATING PROFIT | 2,018,357 | - | 2,018,357 |
| Gains (losses) on disposals and other | 11,605,133 | (2,263,738) | 9,341,395 |
| FINANCE COST | 8,615,323 | (2,263,738) | 6,351,585 |
| PROFIT FOR THE YEAR | 8,991,163 | (2,263,738) | 6,727,425 |
| CASH FLOW STATEMENT | 12.31.2018 | Adjustments | 12.31.2018 Restated |
| Profit before tax | 10,633,680 | (2,263,738) | 8,369,942 |
| Adjustments to profit | (8,563,953) | 2,263,738 | (6,300,215) |
| Changes in working capital | (529,543) | 2,263,738 | 1,734,195 |
| Proceeds from disposals | 5,955,129 | (2,263,738) | 3,691,391 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 7,952,430 | - | 7,952,430 |
The proposal of distribution of results formulated by the Board of Directors of the Company that will be submitted for approval by the General Meeting of Shareholders, is as follows:
| Euros | |
|---|---|
| Proposed appropriation | |
| Profit for the year | 7,182,026 |
| 7,182,026 | |
| Appropriation to: | |
| Legal reserve | 718,203 |
| Voluntary reserves | 6,225,381 |
| Capitalization reserves | 238,442 |
| 7,182,026 |
The recognition and measurement standards used in preparing the financial statements for 2019 are as follows:
Intangible assets are considered to be identifiable non-monetary assets, without physical substance, which arise as a result of a legal business or are developed internally. Only those assets are recognized whose cost can be estimated reliably and from which the Company considers it probable that future economic benefits will be generated.
Intangible assets are initially recognized at acquisition or production cost, and subsequently they are measured at cost less any accumulated amortization and impairment losses.
This heading includes amounts paid to acquire software and licenses to use programs and computer applications, provided the Company plans to use them for several years. They are amortized systematically on a straight-line basis over a period of four years.
Expenses for maintenance or global reviews of the systems, or recurring expenses as a consequence of the modification or upgrading of these applications, are recognized directly as expenses in the year in which they are incurred.
PP&E items correspond to the assets owned by the Company for use in production and the provision of goods and services, or for administrative purposes, and which are expected to be used during more than one period.
The assets comprising PP&E are recognized at acquisition cost (updated as per various legal provisions, if applicable) or production cost, less accumulated depreciation and any impairment losses.
The cost of PP&E constructed by the Company is determined following the same principles as used for acquisitions. Capitalized production costs are recognized under "Work performed by the entity and capitalized" in the income statement.
Costs incurred to expand, upgrade, improve, substitute or renovate PP&E items which increase productivity, capacity or efficiency, or extend the useful life of the asset, are recognized as a greater cost of said assets with the corresponding derecognition of the assets or items that have been substituted or renovated.
The acquisition cost of the PP&E items which require a period of more than one year to be readied for use includes those financial expenses accrued before being readied for use. No corresponding amounts were recorded in this respect during the period. In contrast, finance interest accrued subsequent to said date or related to financing acquisition of the remaining PP&E items does not increase the acquisition cost and is recognized in the income statement for the year in which they accrue.
The costs incurred for refurbishing leased premises are included under the heading for installations, depreciated systematically on a straight-line basis over a period of 8 years and never exceeding the duration of the lease agreement.
Periodic expenses relating to conservation, repairs, and maintenance that do not increase the useful lives of assets are charged to the income statement for the year in which they are incurred.
Depreciation is calculated systematically on a straight-line basis over the estimated useful life of each asset, based on the acquisition or production cost less the residual value, as follows:
| Years of useful life | |
|---|---|
| Machinery | 5-10 |
| Plant and tools | 5-12 |
| Transport equipment | 5-10 |
| Furniture and fixtures | 10 |
| Data processing equipment | 4 |
| Other PP&E | 6-8 |
The values and remaining life of these assets are reviewed at each reporting date and adjusted if necessary.
At the end of each period, the Company analyzes whether there are any indications that the carrying amounts of its PP&E assets exceed their corresponding recoverable amounts, that is, whether any of them are impaired. For those assets identified, it estimates the recoverable amount, which is understood to be the greater of fair value less necessary sales costs and value in use. In the case of an asset that does not generate cash flows independently of other assets, the Company calculates the recoverable amount for the cash generating unit to which it belongs.
If the recoverable amount thus determined is lower than the asset's carrying amount, the difference is recognized in the income statement, reducing the carrying amount of the asset to the recoverable amount, and future depreciation charges are adjusted in proportion to the adjusted carrying amounts and the new remaining useful life, should a new estimate be necessary.
Similarly, if there is any indication of recovery in the value of an impaired asset, the Company recognizes the reversal of the impairment loss previously recorded and adjusts the future depreciation charges accordingly. Under no circumstances will said reversal result in an increase in the carrying amount of the asset exceeding that amount that would have been recognized had no impairment losses been recognized in previous years.
The gain or loss arising from disposal or derecognition of a PP&E item is calculated as the difference between the consideration received and the carrying amount of the asset, and is included in the income statement of the year in which the change occurs.
Contracts are classified as financial leases when it is deduced from their economic conditions that substantially all the risks and rewards inherent in the ownership of the asset object of the contract are transferred to the lessee. Otherwise, the contracts are classified as operating leases.
Assets acquired through a financial lease are recorded according to their nature, due to the lower between the fair value of the asset and the current value at the beginning of the lease of the agreed minimum payments, including the purchase option, accounting for a financial liability for the same amount. The quotas of a contingent nature, the cost of the services and the taxes payable by the lessor are not included in the calculation of the agreed minimum payments. The payments made by the lease are distributed between the financial expenses and the reduction of the liability. The total financial burden of the contract is charged to the profit and loss account for the year in which it accrues, applying the effective interest rate method. The same depreciation, impairment and retirement criteria are applied to the assets as the rest of its nature's assets.
Payments for operating leases are recorded as expenses in the profit and loss account when accrued.
Income derived from operating leases is recorded in the profit and loss account when accrued. The direct costs attributable to the contract are included as a higher value of the leased asset and are recognized as an expense during the term of the contract, applying the same criteria used to recognize the income of the lease.
A financial instrument is any contract that simultaneously gives rise to a financial asset for one entity and a financial liability or equity instrument for another entity. The Company only recognizes financial instruments in the balance sheet when it becomes a party to the contractual provisions of the instrument.
Financial assets and liabilities are classified as current in the accompanying balance sheet depending on whether their maturity is equal to or less than twelve months from the reporting date. In the case of longer maturities, they are classified as non-current.
The financial assets and liabilities which the Company most frequently owns are the following:
· Securities, both those representing debt (obligations, bonds, letters of credit, etc.) or equity instruments of other entities (shares) or interests held in collective investment institutions.
Financial instruments are initially measured at fair value plus any incremental costs directly attributable to the transaction, except when the assets are classified as held for trading, in which case, the accrued costs are taken directly to the income statement of the year in which they are incurred.
For measurement purposes the Company classifies financial assets, except for investments held in group companies, jointly controlled entities, or associates, in one of the following categories:
· Loans and receivables: These balances correspond to receivables (trade and nontrade) which are not derivatives, are not traded on an active market, correspond to fixed or determinable cash flows, and which are expected to recover the entire initial disbursement, except when there are reasons attributable to the solvency of the debtor. They arise when the Company provides cash or goods and services related to its corporate purpose directly to a debtor without any intention of trading the account receivable. Security deposits and guarantees are also recognized under this heading at their nominal amounts given that they do not significantly differ from fair value.
After initial recognition, these items are measured at amortized cost using the effective interest rate method. However, in general, trade receivables maturing in less than twelve months are recognized at their nominal values, that is, they are not discounted.
Amortized cost is the acquisition cost of the asset less principal repayments, adjusted (upwards or downwards) by the amount systematically allocated to the income statement corresponding to the difference between the initial cost and the corresponding liquidation value at maturity, taking into account any impairment losses.
Likewise, the effective interest rate is the rate that at the asset's acquisition date exactly discounts all estimated future cash payments or receipts throughout the expected life of the financial instrument.
It is Company policy to recognize impairment losses with a view to covering balances of a certain age or those balances for which circumstances exist which warrant their classification as doubtful debts.
As indicated in Note 8, the Company directly or indirectly controls certain entities. In general, regardless of the interests held, the Company's interest in the share capital of other companies which are not listed on a stock exchange are measured at acquisition cost less, if applicable, any accumulated impairment losses.
Said impairment losses are calculated as the difference between the investment's carrying amount and its recoverable amount, deemed to be the higher of fair value less costs to sell and the present value of the future cash flows from the investment. Unless better evidence is available, impairment losses on these types of assets are estimated taking into account the investee's equity adjusted for any unrealized capital gains existing on the measurement date.
Impairment losses and any subsequent reversals are recognized as an expense or as income, respectively, in the income statement. Reversal of impairment losses is limited to the original carrying amount of the investment.
The Company derecognizes an investment in group companies, jointly controlled entities or associates when the risks and benefits inherent to ownership of said investment has been substantially transferred. When an investment in group companies, jointly controlled entities or associates is derecognized, the difference between the consideration received, net of attributable transaction costs, including any new asset obtained less any liability assumed, and the carrying amount of said investment, plus any cumulative gain or loss directly recognized in equity, determines the gain or loss generated upon derecognition, and is included in the income statement for the year to which it relates.
Financial liabilities are classified based on the agreed-upon contractual terms and taking into account the economic substance of the corresponding transactions.
The main financial liabilities held by the Company correspond to held-to-maturity liabilities, which may or may not include remuneration, and which for measurement purposes are classified under "Trade and other payables," initially measuring them at fair value and subsequently at amortized cost.
· Bank borrowings and other remunerated financial liabilities: Loans, bank overdrafts, obligations, bonds, and other similar instruments which accrue interest are initially recognized at fair value, which is equivalent to the cash received net of directly attributable transaction costs incurred. Finance expenses accrued, including premiums payable on settlement or redemption and direct issue costs, are recognized in the income statement using the effective interest rate method, increasing the carrying amount of the financial liabilities to the extent that they are not liquidated during the period in which the expenses accrue. Said expenses likewise include loans at zero interest, recognized at their nominal amounts given that they do not significantly differ from fair value.
Loans repayable in the short term, but whose long-term refinancing is assured at the discretion of the Company through available long-term credit facilities, are classified as non-current liabilities in the accompanying balance sheet.
· Trade receivables: the Company's trade receivables, which in general do not mature in more than one year and do not accrue explicit interest, are recognized at their nominal value, which is not significantly different to their amortized cost.
The Company derecognizes a financial liability, or a part of the financial liability, as soon as the obligations relating to the corresponding contract have either expired or been fulfilled or canceled.
The substantial modifications of initially-recognized financial liabilities are accounted for as a cancellation of the original financial liability and the recognition of a new financial liability, provided the related conditions of the instruments are substantially different. The Company recognizes the difference between the carrying amount of the financial liability that has been canceled or assigned to a third party and the consideration paid, including any assets assigned (other than cash) or liabilities assumed, in the income statement.
All equity instruments issued by the Company are classified in "Share capital" under "Capital and reserves" in the accompanying balance sheet. The Company does not hold any other own equity instruments.
Said instruments are recognized under equity at the amount received net of direct issue costs.
When the Company acquires or sells own equity instruments, the amount paid or received is recognized directly in net equity accounts, and no amounts are recognized in the income statement for said transactions (Note 12).
This heading in the accompanying balance sheet includes cash in hand, demand deposits at credit entities, and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are classified as borrowings under current liabilities in the accompanying balance sheet.
Company policy does not allow for the use of derivative financial instruments or any hedging transactions.
The Company promotes and constructs photovoltaic solar farms for their subsequent operation and/or sale. Further, the Company recognizes the related costs incurred under "Inventories" in the accompanying balance sheet until all the terms and conditions described in Note 4.9 are met, at which time the sale is recognized.
The photovoltaic solar farm projects are valued at production cost, which is understood to be the costs directly attributable to the project, as well as a reasonable portion of indirect costs.
The Company valued projects under construction at year end and transferred the related attributable costs to "Inventories."
The Company assesses the net realizable value of its inventories at each reporting date, recognizing any impairment losses as required if they are overstated. When the circumstances which gave rise to recognition of impairment losses on inventories no longer hold or there is clear evidence justifying an increase in the net realizable value due to changes in economic circumstances, the previously recognized impairment losses are reversed. This reversal is limited to the lower amount corresponding to cost or the new net realizable value of the inventories. Both impairment losses on inventories as well as their reversal are recognized in the income statement for the period.
The photovoltaic solar farms owned by the Company are initially classified as inventories as the directors consider that under normal circumstances they will be sold. In those cases in which at the outset a decision is taken to operate the photovoltaic solar farm, it is classified under PP&E.
As the Company's functional currency is the euro, all balances and transactions denominated in currencies other than the euro are considered as denominated in foreign currency. Said transactions are recognized in euros applying the spot exchange rates prevailing at the transaction dates.
At financial year end, the monetary assets and liabilities denominated in foreign currencies are converted to euros utilizing the average spot exchange rate prevailing at said date in the corresponding currency markets.
The gains or losses obtained from settling transactions denominated in foreign currency and the conversion at closing date exchange rates of the monetary assets and liabilities denominated in foreign currencies are recognized in the income statement for the year under "Exchange gains (losses)."
Income tax expense for the year is calculated as the sum of current tax, resulting from applying the corresponding tax rate to taxable income for the year (after applying any possible tax deductions), and any changes in deferred tax assets and liabilities.
The tax effect relating to items directly recognized in equity is recognized under equity in the balance sheet.
Deferred taxes are calculated in accordance with the balance sheet method, considering the temporary differences that arise between the tax bases of assets and liabilities and their carrying amounts, applying the regulations and tax rates that have been approved or are about to be approved at the reporting date and which are expected to apply when the corresponding deferred tax asset is realized or deferred tax liability is settled.
Deferred tax liabilities are recognized for all taxable temporary differences except for those arising from the initial recognition of goodwill or other assets and liabilities in a transaction that is not a business combination and affects neither taxable profit or accounting profit. Deferred tax assets are recognized when it is probable that the Company will generate sufficient taxable profit in the future against which the deductible temporary differences or the unused tax loss carryforwards or tax assets can be utilized.
At each reporting date the Company reviews the deferred tax assets and liabilities recognized to verify that they remain in force, making any appropriate adjustments on the basis of the results of the analysis performed.
Until 2018 the Company filed its tax returns under a consolidated regime, together with the parent of the group to which it belongs, Daruan Group Holding, S.L. and the remaining companies that make up the tax group comprised of Daruan Group Holding, S.L. and subsidiaries, with tax identification number 0381/14. As described in Note 12, on December 16, 2019 a private placement of a share package was carried out by virtue of which the interest held by the majority shareholder, Daruan Group Holding, S.L. decreased to 68%. Thus, and as a consequence of the interest held decreasing to below 70%, the Company and its Spanish subsidiaries no longer belong to the tax group Daruan Group Holding, S.L. and subsidiaries, consequently filing their tax returns individually.
The Company recognizes revenue and expenses on an accrual basis, that is, when the goods or services are actually provided, regardless of when actual collection or payment occurs.
The most significant criteria utilized by the Company for recognition of its revenue and expenses are the following:
§ Revenue from sales and the rendering of services: is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT, and other sales-related taxes.
The sale of goods is recognized as revenue when the risks and rewards inherent to ownership of the goods have been substantially transferred, the results of the transaction can be reliably determined, and it is probable that the Company will receive the economic returns relating to the transaction.
Revenue from the sale of solar farms is recognized at the moment when control over the underlying goods and services related to performance of the contractual terms is transferred to the buyer.
For engineering, procurement, and construction contracts ("EPC contracts") executed on land belonging to third parties, the Company in general recognizes the income and results corresponding to each contract based on the estimated stage of completion as per the percentage of costs incurred with respect to the total costs budgeted. For these purposes the Company also takes into account the existence of resolutory clauses. Losses which may arise on the contracted projects are recognized, in their totality, at the moment said losses become apparent and can be estimated. The difference between revenue recognized for a project and the amount invoiced for that project is recognized in the following manner:
Income for services rendered is also recognized considering the degree of completion of these services at the balance sheet date, provided that the result of the transaction can be estimated reliably and it is probable the economic benefits associated with the transaction will flow to the Company.
§ Expenses: are recognized in the income statement when a decrease in future economic benefits related to a decrease in an asset or an increase in a liability has arisen that can be measured reliably. This means that recognition of expenses occurs simultaneously with the recognition of an increase in liabilities or a decrease in assets. Further, expenses are recognized immediately when an outflow does not generate future economic benefits or when the necessary requirements for recognition as an asset are not met.
§ Interest income and expenses and similar items: are generally recognized by applying the effective interest rate method.
Dividends are recognized as income within the "revenue" at the moment the Company acquires the right to receive them, that is, when the competent bodies of the companies in which it holds the investment have approved their distribution.
At the date of authorization of the accompanying financial statements the directors of the Company made the following distinctions:
The financial statements of the Company present all the significant provisions with respect to which it considers the related obligation will probably have to be met. The provisions are quantified based on the best information available at the reporting date regarding the consequences of the triggering events and taking into account the time value of money, if significant.
Their allocation is made with a charge against the income statement for the year in which the obligation arises (legal, contractual, or implicit), and can be fully or partially reversed with a credit to the income statement when the obligations cease to exist or decrease.
The Company did not recognize any contingent liabilities at year end.
Environmental assets are classified as those the Company utilizes in its activities over a long period of time whose primary purpose is to minimize the environmental impact and protect or improve the environment, including those assets designed to reduce or eliminate future contamination from the Company's activities.
The criteria for initial recognition, allocation for amortization/depreciation, and possible impairment loss adjustments on said assets are as described in Note 4.2 above.
Given the Company's activities, and in accordance with prevailing legislation, it controls the degree of contamination produced by waste and emissions by applying an appropriate waste disposal policy. Expenses for these purposes are charged to the income statement for the year in which they are incurred.
Employee benefits expenses include all the Company's duties and obligations of a social nature, whether mandatory or voluntary, recognizing the obligations for bonus salary payments, holidays, and variable remuneration, as well as associated expenses.
This type of remuneration is measured at the undiscounted amount payable in exchange for services received. These benefits are generally recognized as personnel expenses for the year and are presented as a liability in the balance sheet corresponding to the difference between the total expense accrued and the amount settled at the reporting date.
In keeping with prevailing legislation, the Company is obliged to pay indemnities to employees who are dismissed through no fault of their own. Said termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Company recognizes termination benefits when it has a demonstrable commitment to terminate its current labor contracts under an irrevocable and detailed plan or to provide the benefits as part of an offer to encourage voluntary redundancy.
At year end the Company had no plan to reduce personnel that would require it to record a corresponding provision.
Transactions in which the Company receives goods or services, including services rendered by employees, in exchange for its own equity instruments, or an amount based on the value of its equity instruments, such as share options or share appreciation rights, are considered equity-settled transactions.
The Company recognizes, on the one hand, the goods and services received as an asset or expense, depending on their nature, at the time they are received, and on the other, the corresponding increase in equity, if the transaction is settled using equity instruments, or the corresponding liability, if it is settled in an amount that is based on the value of the equity instruments.
If the Company has the option to settle with equity instruments or in cash, it must recognize a liability to the extent that it has incurred a present obligation to settle in cash or with other assets; alternatively it shall recognize an increase in equity. If the choice corresponds to the supplier of the goods or services, the Company shall recognize a compound financial instrument, which shall include a liability component, for the other party's right to demand payment in cash, and an equity component, for the right to receive the consideration in own equity instruments.
In transactions in which services must be completed throughout a certain period of time, these services shall be recognized as rendered during said period.
In transactions with employees which are settled with equity instruments, both the services rendered and the increase in equity to be recognized shall be measured at fair value of the equity instruments assigned on the grant date.
Equity-settled transactions which relate to goods or services other than those offered by employees shall be measured at the fair value of those goods or services, if this can be measured reliably, at the date received. If the fair value of the goods or services received cannot be reliably measured, the goods or services received and the increase in equity shall be measured at the fair value of the equity instruments granted, on the date the company obtains the goods or the other party renders the services.
After recognition of the goods and services received, as established in the above paragraphs, as well as the corresponding increase in equity, no additional adjustments shall be made to equity after the vesting date.
For cash-settled transactions, the goods or services received and the liability to be recognized shall be measured at the fair value of the liability corresponding to the date on which the recognition requirements are met.
Thereafter, and until settlement, the corresponding liability shall be measured at fair value at each year end, and any changes in value during the year shall be recognized in the income statement.
At December 31, 2019 the Company had granted an incentive plan to its employees consisting of options on its shares. Said plan establishes that the transactions shall be settled via delivery of equity instruments.
Commercial or financial transactions carried out with group companies, jointly controlled entities, associates, and other related parties are initially recognized at fair value regardless of the degree of relationship.
The Company classifies assets and liabilities in the balance sheet as current and non-current. For these purposes, assets and liabilities are classified as current in accordance with the following criteria:
The breakdown and movements for this heading during 2019 and 2018 were as follows:
| Software | TOTAL | ||
|---|---|---|---|
| COST | |||
| Balance at 12.31.2017 | 10,737 | 10,737 | |
| Additions | - | - | |
| Balance at 12.31.2018 | 10,737 | 10,737 | |
| Additions | 81,501 | 81,501 | |
| Balance at 12.31.2019 | 92,238 | 92,238 | |
| AMORTIZATION | |||
| Balance at 12.31.2017 | (6,772) | (6,772) | |
| Allowance for the year | (872) | (872) | |
| Balance at 12.31.2018 | (7,644) | (7,644) | |
| Allowance for the year | (13,874) | (13,874) | |
| Balance at 12.31.2018 | (21,518) | (21,518) | |
| Carrying amount at 12.31.2018 | 3,093 | 3,093 |
The useful lives for these assets and the amortization criteria applied are disclosed in Note 4.1.
Carrying amount at 12.31.2019 70,720 70,720
At 2019 and 2018 year end the Company's intangible assets included fully amortized assets still in use amounting to 6,160 euros.
No intangible assets were acquired from group companies or associates in 2019 and 2018.
The directors of the Company consider that there are no indications of any impairment losses on its intangible assets at 2019 and 2018 year end, thus not recognizing any such losses during either year.
At December 31, 2019 and 2018, the Company held no intangible assets under finance leases. Likewise, the Company is not party to any operating lease agreements in connection with its intangible assets.
The Company has no commitments to acquire or sell any intangible assets at significant amounts. Neither are any intangible assets affected by litigation or encumbered as guarantees to third parties.
The Company has taken out various insurance policies to cover the risks to which its intangible assets are exposed and considers said coverage as sufficient.
The breakdown and movements in this balance sheet heading for 2019 and 2018 are as follows:
| Machinery and | ||||
|---|---|---|---|---|
| technical installations |
Other plant, tools, and furniture |
Other PP&E | TOTAL | |
| COST | ||||
| Balance at 12.31.2017 | 18,612 | 284,543 | 133,072 | 436,227 |
| Additions | - | 5,023 | 193,077 | 198,100 |
| Disposals, derecognitions, and reductions | (32,705) | (28,073) | (60,778) | |
| Balance at 12.31.2018 | 18,612 | 256,861 | 298,076 | 573,549 |
| Additions | 14,066 | 311,455 | 111,957 | 437,478 |
| Disposals, derecognitions, and reductions | (2,180) | (77,991) | (80,171) | |
| Balance at 12.31.2019 | 32,678 | 566,136 | 332,042 | 930,856 |
| DEPRECIATION | ||||
| Balance at 12.31.2017 | (15,694) | (149,373) | (72,511) | (237,578) |
| Allowance for the year | (1,041) | (19,723) | (29,286) | (50,050) |
| Decreases | - | 20,190 | 21,648 | 41,838 |
| Balance at 12.31.2018 | (16,735) | (148,906) | (80,149) | (245,790) |
| Allowance for the year | (1,113) | (20,928) | (58,074) | (80,115) |
| Decreases | 39,932 | 39,932 | ||
| Balance at 12.31.2019 | (17,848) | (169,834) | (98,291) | (285,973) |
| Net carrying amount at 12.31.2018 | 1,877 | 107,955 | 217,927 | 327,759 |
| Net carrying amount at 12.31.2019 | 14,830 | 396,302 | 233,751 | 644,883 |
The useful lives for these assets and the depreciation criteria applied are disclosed in Note 4.2.
The main additions during 2019 correspond to furniture and refurbishment work on the new offices, as well as the acquisition of transport equipment. The main additions during 2018 correspond to transport equipment.
The main derecognitions during 2019 and 2018 correspond to furniture and transport equipment.
No PP&E items were acquired from group companies in 2019 and 2018.
The directors of the Company consider that there are no indications of any impairment losses on the different items comprising its PP&E at 2019 and 2018 year end.
At 2019 year end, the Company had fully depreciated PP&E items still in use amounting to 30,035 euros (2018: 96,623 euros).
The heading "Transport equipment" at December 31, 2019 and 2018 presents 177,591 and 182,641 euros, respectively, corresponding to the net carrying amount of transport equipment held under finance lease agreements and which are classified under the corresponding heading according to their nature. The durations of the lease agreements range from 2 to 5 years (Note 7.1).
The Company has no commitments to acquire or sell PP&E items in significant amounts and neither are any of said assets affected by litigation or encumbered as guarantees to third parties.
The Company has taken out various insurance policies to cover the risks to which its PP&E items are exposed. The coverage of these policies is considered sufficient.
At December 31,2019 and 2018 the assets acquired by the Company by virtue of finance lease agreements were as follows:
Year ended December 31, 2019
| Property, plant, and equipment |
Gross value | Accumulated depreciation |
Net carrying amount | |
|---|---|---|---|---|
| Transport equipment | 226,238 | (48,647) | 177,591 | |
| Total | 226,238 | (48,647) | 177,591 |
| Property, plant, and equipment |
Gross value | Accumulated depreciation |
Net carrying amount |
|
|---|---|---|---|---|
| Transport equipment | 206,315 | (23,674) | 182,641 | |
| Total | 206,315 | (23,674) | 182,641 |
The initial value of said assets corresponds to the lower of fair value of the good and the present value of minimum payments agreed upon, including the purchase option if applicable, at the lease date.
The most significant data at December 31, 2019 and 2018 in connection with the goods acquired under finance leases are as follows:
Year ended December 31, 2019
| Item | Number of lease Original |
Euros | ||||||
|---|---|---|---|---|---|---|---|---|
| Lease maturity | Lease payments made | Pending payments | ||||||
| payments | cost | Prior years | Current year |
Current | Non current |
|||
| Transport equipment | 4/22/2021 | 60 | a) | 31,908 | 16,708 | 6,395 | 7,097 | 2,231 |
| Transport equipment | 3/5/2023 | 60 | a) | 49,835 | 7,960 | 41,875 | - | - |
| Transport equipment | 11/22/2022 | 48 | a) | 105,830 | 913 | 11,092 | 11,344 | 82,481 |
| Transport equipment | 2/26/2024 | 60 | a) | 32,975 | - | 5,802 | 6,402 | 20,771 |
| Transport equipment | 6/3/2024 | 60 | a) | 37,312 | - | 3,731 | 8,084 | 26,119 |
| Total | 257,860 | 25,581 | 68,895 | 32,927 | 131,602 |
a) Monthly lease payments
| Number of lease payments |
Euros | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Item | Lease | Original | Lease payments made | Pending installments | ||||||
| maturity | cost | Prior years | Current year | Current | Non current |
|||||
| Transport equipment | 4/22/2021 | 60 | a) | 31,908 | 10,486 | 6,222 | 6,919 | 8,805 | ||
| Transport equipment | 3/5/2023 | 60 | a) | 49,835 | - | 7,960 | 9,651 | 32,224 | ||
| Transport equipment | 11/22/2022 | 48 | a) | 105,830 | - | 913 | 11,092 | 93,825 | ||
| Total | 187,573 | 10,486 | 15,095 | 27,662 | 134,854 |
a) Monthly lease payments
The Company leases the right to use certain goods from third parties and group companies to perform its activity. The conditions attaching to the main lease agreements which were in force during 2019 and 2018 were as follows:
Year ended December 31, 2019
| Item | Lease maturity |
Expense for the year (a) |
Contingent payments |
Renewals | |||
|---|---|---|---|---|---|---|---|
| 2019 | Year | Purchase option |
Price review | ||||
| Offices Rafael Botí 2 | 2020 | 108,000 | b) | 2019 | N/A | 2020 | |
| Offices Rafael Botí 26 | 2022 | 119,922 | b) | - | - | - | |
| Apartment Mexico | 2019 | 11,858 | b) | - | - | - | |
| Other leased premises | 2020 | 8,677 | b) | - | - | - | |
| Total | 248,457 |
a) Monthly lease payments
b) Based on CPI
| Item | Lease | Expense for the year (a) |
Contingent payments |
Renewals | |||
|---|---|---|---|---|---|---|---|
| maturity | 2018 | Year | Purchase option |
Price review | |||
| Leased offices | 2019 | 108,000 | b) | 2018 | N/A | 2019 | |
| Leased apartment | 2019 | 21,798 | b) | 2018 | N/A | 2019 | |
| Total | 129,798 |
a) Monthly lease payments
b) Based on CPI
At 2019 and 2018 year end the Company had set up the legal guarantees demanded by the lessors, the value of which amounted to 24,000 euros (Note 8.2).
At December 31, 2019 and 2018 the future minimum payments for non-cancelable operating lease agreements broken down by maturity are as follows:
| Minimum payments 2019 | Minimum payments 2018 | |
|---|---|---|
| Within one year Between 1 and 5 years Over 5 years |
310,062 189,557 23,695 |
129,798 - - |
| Total | 523,314 | 129,798 |
Neither at 2019 and 2018 year end or during either year were the assets leased by the Company subleased to third parties.
The breakdown and movements for the captions included under this balance sheet heading for 2019 and 2018 were as follows:
Year ended December 31, 2019
| Balance at 12.31.2018 |
Additions | Decreases | Impairment losses |
Balance at 12.31.2019 |
|
|---|---|---|---|---|---|
| Non-current investments | |||||
| Equity instruments | 11,561,020 | 17,850,649 | - | - | 29,411,669 |
| Unpaid portion of equity investments | (67,023) | (48,000) | - | - | (115,023) |
| Loans to companies | 855,622 | 9,322,477 | - | - | 10,178,099 |
| 12,349,619 | 27,125,126 | - | - | 39,474,745 | |
| Current investments | |||||
| Loans to companies | 2,449,123 | 1,483,977 | - | - | 3,933,100 |
| 2,449,123 | 1,483,977 | - | - | 3,933,100 | |
| Total | 14,798,742 | 28,609,103 | - | - | 43,407,845 |
Year ended December 31, 2018
| Balance at 12.31.2017 |
Additions | Decreases | Impairment losses |
Balance at 12.31.2018 |
|
|---|---|---|---|---|---|
| Non-current investments | |||||
| Equity instruments | 12,258,176 | 5,359,235 | (6,056,391) | - | 11,561,020 |
| Unpaid portion of equity investments | (48,119) | (40,482) | 21,578 | - | (67,023) |
| Loans to companies | 742,295 | 113,327 | - | - | 855,622 |
| 12,952,352 | 5,432,080 | (6,034,813) | - | 12,349,619 | |
| Current investments | |||||
| Loans to companies | 4,906,162 | - | (157,222) | (2,299,818) | 2,449,123 |
| 4,906,162 | - | (157,222) | (2,299,818) | 2,449,123 | |
| Total | 17,858,514 | 5,432,080 | (6,192,035) | (2,299,818) | 14,798,741 |
The breakdown at 2019 and 2018 year end and the movements for this balance sheet heading are as follows:
| Name | Balance at 12.31.17 |
Additions | Derecognitions | Balance at 12.31.18 |
Additions | Derecognitions | Balance at 12.31.19 |
|---|---|---|---|---|---|---|---|
| GRENERGY PACIFIC PAN DE AZUCAR | 128,036 | - | (128,036) | - | - | - | - |
| GRENERGY PACIFIC LTDA | 43,150 | - | - | 43,150 | - | - | 43,150 |
| GRENERGY PERU SAC | 275 | - | - | 275 | - | - | 275 |
| GREENHOUSE SOLAR FIELDS, S.L. | 3,006 | - | - | 3,006 | - | - | 3,006 |
| GREENHOUSE SOLAR ENERGY, S.L. | 3,006 | - | - | 3,006 | - | - | 3,006 |
| GREENHOUSE RENEWABLE ENERGY, S.L. | 3,006 | - | - | 3,006 | - | - | 3,006 |
| GUIA DE ISORA SOLAR 2, S.L. | 1,565 | - | - | 1,565 | - | - | 1,565 |
| GR RENOVABLES MÉXICO | 2,843 | - | - | 2,843 | - | - | 2,843 |
| GR SOLAR 2020, S.L. | 3,000 | - | - | 3,000 | - | - | 3,000 |
| GR SUN SPAIN, S.L. | 3,000 | - | - | 3,000 | - | - | 3,000 |
| GR EQUITY WIND AND SOLAR, S.L. | 3,000 | - | - | 3,000 | - | - | 3,000 |
| GR TINEO, S.P.A. | 575,454 | - | (575,454) | - | - | - | - |
| GR HUINGAN, S.P.A. | 1,645,010 | - | (1,645,010) | - | - | - | - |
| GR LINGUE, S.P.A. | 853,478 | - | (853,478) | - | - | - | - |
| GR GUAYACAN S.P.A. | 556,018 | - | (556,018) | - | - | - | - |
| GR TARUCA S.A.C. | 1,597,955 | - | - | 1,597,955 | 1,264,188 | - | 2,862,143 |
| GR PAINO S.A.C. | 1,597,955 | - | - | 1,597,955 | 1,274,743 | - | 2,872,698 |
| GRENERGY COLOMBIA S.A.S. | 12,168 | - | - | 12,168 | 258,071 | - | 270,239 |
| GR LAUREL, S.P.A. | 554,320 | - | (554,320) | - | - | - | - |
| GR LITRE, S.P.A. | 1,728,982 | - | (1,728,982) | - | - | - | - |
| GREENHUB S.L. DE C.V. | 17,797 | - | - | 17,797 | - | - | 17,797 |
| LEVEL FOTOVOLTAICA S.L. | 1,504 | - | - | 1,504 | - | - | 1,504 |
| GR BAÑUELA RENOVABLES, S.L. | 3,000 | - | - | 3,000 | - | - | 3,000 |
| GR TURBON RENOVABLES, S.L. | 3,000 | - | - | 3,000 | - | - | 3,000 |
| GR AITANA RENOVABLES, S.L. | 3,000 | - | - | 3,000 | - | - | 3,000 |
| GR ASPE RENOVABLES, S.L. | 3,000 | - | - | 3,000 | - | - | 3,000 |
| KOSTEN S.A. | 2,861,053 | 5,297,753 | - | 8,158,806 | - | - | 8,158,806 |
| GR JULIACA, S.A.C. | 255 | - | - | 255 | - | - | 255 |
| GR HUAMBOS, S.A.C. | 255 | - | - | 255 | - | - | 255 |
| GR APORIC, S.A.C. | 255 | - | - | 255 | - | - | 255 |
| GR BAYONAR, S.A.C. | 255 | - | - | 255 | - | - | 255 |
| GR VALE S.A.C. | 255 | - | - | 255 | - | - | 255 |
| GRENERGY ATLANTICS, S.A. | - | 6,486 | - | 6,486 | 97,142 | - | 103,628 |
| EIDEN RENOVABLES, S.L. | - | 3,000 | - | 3,000 | - | - | 3,000 |
| EL AGUILA RENOVABLES, S.A. | - | 3,000 | - | 3,000 | - | - | 3,000 |
| MAMBAR RENOVABLES, S.L. | - | 3,000 | - | 3,000 | - | - | 3,000 |
| CHAMBO RENOVABLES, S.A. | - | 3,000 | - | 3,000 | - | - | 3,000 |
| EUGABA RENOVABLES, S.L. | - | 3,000 | - | 3,000 | - | - | 3,000 |
| TAKE RENOVABLES, S.L. | - | 3,000 | - | 3,000 | - | - | 3,000 |
| NEGUA RENOVABLES, S.L. | - | 3,000 | - | 3,000 | - | - | 3,000 |
| GRENERGY OPEX, SPA | - | - | - | - | 1,259 | - | 1,259 |
| PEQ, SPA | - | - | - | - | 14,907,246 | - | 14,907,246 |
| VIATRES RENEWABLE ENERGY, S.L. | 1,200 | - | - | 1,200 | - | - | 1,200 |
| Total | 12,210,056 | 5,325,239 | (6,041,298) | 11,493,997 | 17,802,649 | - | 29,296,646 |
The main movements during 2019 were as follows:
The main movements during 2018 were as follows:
None of the entities in which the Company has invested are listed on an organized securities market.
The Company considers that holding less than 20% of interests in another company means no significant influence can be exercised over it and that holding more than 20% of interests in another company does allow for the exercise of significant influence.
The directors of the Company consider that there are no indications of any impairment losses on its investments in group companies at either 2019 or 2018 year end. Consequently, it did not recognize any related impairment losses during either year.
The information relating to each of the entities in which the Company is invested is disclosed in Appendix I.
These items correspond to the financing granted by the Company to different group companies. At 2019 and 2018 year end, the breakdown of these borrowing facilities by entity, including their main characteristics, is as follows:
Year ended December 31, 2019
| Euros | |||||||
|---|---|---|---|---|---|---|---|
| Entity | Maturity date | Interest rate | Type of guarantee |
Credit limit | Non current assets |
Current assets |
Total |
| GR RENOVABLES MEXICO S.A. DE C.V. (*) |
12/31/2020 | Euribor + 200 b.p. | - | 2,000,000 | - | - | - |
| GRENERGY PERU SAC (*) | 12/31/2020 | Euribor + 200 b.p. | - | 1,000,000 | 1,073,857 | - | 1,073,857 |
| GRENERGY COLOMBIA S.A.S(*) | 12/31/2020 | Euribor + 200 b.p. | - | 300,000 | 76,615 | - | 76,615 |
| LEVEL FOTOVOLTAICA, S.L. | Indefinite | 4% fixed | - | 300,000 | - | - | - |
| KOSTEN.S.A. | Indefinite | 7% fixed | - | - | 8,381,168 | - | 8,381,168 |
| GRENERGY ATLANTICS, S.A. | Indefinite | Euribor + 200 b.p. | - | - | 276,997 | - | 276,997 |
| GR SOLAR 2020, S.L.U. | Indefinite | Euribor + 200 b.p. | - | - | 234,184 | - | 234,184 |
| GR SUN SPAIN SLU | Indefinite | Euribor + 200 b.p. | - | - | 100,152 | - | 100,152 |
| GR TARUCA | Indefinite | Euribor + 200 b.p. | - | - | - | 2,522,314 | 2,522,314 |
| GR PAINO | Indefinite | Euribor + 200 b.p. | - | - | - | 629,531 | 629,531 |
| GR AITANA RENOVABLES, S.L. | Indefinite | - | - | - | - | 215,750 | 215,750 |
| GR BAÑUELA RENOVABLES, S.L. | Indefinite | - | - | - | - | 143,118 | 143,118 |
| GR TURBON RENOVABLES, S.L. | Indefinite | - | - | - | - | 143,152 | 143,152 |
| GR ASPE RENOVABLES, S.L. | Indefinite | - | - | - | - | 131,986 | 131,986 |
| EUGABA RENOVABLES, S.L.U. | Indefinite | - | - | - | - | 34,634 | 34,634 |
| NEGUA RENOVABLES, S.L.U. | Indefinite | - | - | - | - | 34,634 | 34,634 |
| TAKE RENOVABLES, S.L.U. | Indefinite | - | - | - | - | 34,634 | 34,634 |
| Other group companies | Indefinite | - | - | - | 35,126 | 43,347 | 78,473 |
| Total | 10,178,099 | 3,933,100 | 14,111,199 |
(*) These items correspond to credit facilities maturing in 2020 which can be annually renewed. At December 31 they were classified under non-current assets given that the Company expects repayment over the long term.
| Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Entity | Maturity date | Interest rate | Type of guarantee |
Credit limit |
Non current assets |
Current assets |
Total | |
| GR EQUITY WIND & SOLAR S.L. | 12/31/2019 | Euribor + 200 b.p. |
- | 4,000,000 | - | 802,308 | 802,308 | |
| GR RENOVABLES MEXICO S.A. DE C.V. |
12/31/2019 | Euribor + 200 b.p. |
- | 2,000,000 | - | 1,957,928 | 1,957,928 | |
| GR RENOVABLES MEXICO S.A. DE C.V (Impairment) |
- | - | - | - | - | (1,957,928) | (1,957,928) | |
| GRENERGY PERU SAC | 12/31/2019 | Euribor + 200 b.p. |
- | 1,000,000 | - | 1,482,849 | 1,482,849 | |
| GRENERGY COLOMBIA S.S. | 12/31/2019 | Euribor + 200 b.p. |
- | 300,000 | - | 163,965 | 163,965 | |
| LEVEL FOTOVOLTAICA, S.L. | Indefinite | 4% fixed | - | 300,000 | - | 341,889 | 341,889 | |
| LEVEL FOTOVOLTAICA, S.L. (Impairment) |
- | - | - | - | - | (341,889) | (341,889) | |
| KOSTEN.S.A. | Indefinite | 2% fixed | - | 400,000 | 332,980 | - | 332,980 | |
| GRENERGY ATLANTICS, S.A. | Indefinite | - | - | - | 97,143 | - | 97,143 | |
| GR SOLAR 2020, S.L.U. | Indefinite | - | - | - | 106,868 | - | 106,868 | |
| GR SUN SPAIN SLU | Indefinite | - | - | - | 53,095 | - | 53,095 | |
| Other group companies | Indefinite | - | - | - | 265,536 | - | 265,536 | |
| Total | 855,622 | 2,449,123 | 3,304,744 |
In 2019 and 2018 the Company recognized interest income amounting to 439,712 euros and 96,793 euros, respectively.
At December 31, 2019 the Company recognized a provision for impairment losses amounting to 275 thousand euros (2018: 2,300 thousand euros) in connection with the loans granted to the Group companeis GR Renovables México, S.A. de C.V. and Level Fotovoltaíca, S.L., given the doubts regarding recoverability of said loans. Said amount is recognized under "Impairment of and gains (losses) on disposal of financial instruments" in the accompanying income statement.
The movements during 2019 and 2018 in the different balances recognized under the headings for financial investments in the accompanying balance sheet are as follows:
| Balance at 12.31.2017 |
Additions | Decreases | Balance at 12.31.18 |
Additions | Decreases | Balance at 12.31.19 |
|
|---|---|---|---|---|---|---|---|
| Non-current investments Security deposits and guarantees |
26,040 26,040 |
- | - | 26,040 26,040 |
- | (2,040) (2,040) |
24,000 24,000 |
| Current investments Other financial assets |
- - |
- - |
- - |
- - |
7,125,273 7,125,273 |
(267,506) (267,506) |
6,857,767 6,857,767 |
| Total | 26,040 | - | - | 26,040 | 7,125,273 | (269,546) | 6,881,767 |
Other financial assets recognized under current assets at December 31, 2019 correspond to short-term deposits at Bankinter which bear interest at market rates.
The breakdown at December 31, 2019 and 2018 of the financial investments based on how the Company manages them is as follows:
| 12.31.2019 | 12.31.2018 | ||||||
|---|---|---|---|---|---|---|---|
| At maturity | Loans and receivables |
Total | At maturity | Loans and receivables |
Total | ||
| Non-current investments | 24,000 | - | 24,000 | 24,000 | - | 24,000 | |
| Security deposits and guarantees |
24,000 | - | 24,000 | 24,000 | - | 24,000 | |
| Current investments | - | 6,857,767 | 6,857,767 | - | - | - | |
| Other financial assets | - | 6,857,767 | 6,857,767 | - | - | - | |
| Total | 24,000 | 6,857,767 | 6,881,767 | 24,000 | - | 24,000 |
The Company did not reclassify any financial assets amongst different categories nor did it assign or transfer any financial assets during 2019 or 2018.
At December 31, 2019 and 2018, the maturities of financial assets that are fixed or determinable by residual amounts are less than five years.
At December 31, 2019 and 2018 the Company had not delivered or accepted any financial assets as guarantees for transactions.
The breakdown of the Company's inventories at December 31, 2019 and 2018 is as follows:
| 12.31.2019 | 12.31.2018 | ||||||
|---|---|---|---|---|---|---|---|
| Cost | Impairment losses |
Balance | Cost | Impairment losses |
Balance | ||
| Raw materials and other consumables | 872,111 | - | 872,111 | 1,115,309 | - | 1,115,309 | |
| Work in progress | 820,022 | - | 820,022 | - | - | - | |
| Prepayments to suppliers | - | - | - | 997 | - | 997 | |
| Total | 1,692,133 | - | 1,692,133 | 1,116,306 | - | 1,116,306 |
Since the directors of the Company consider that there are no indications of impairment losses on inventories at December 31, 2019 and 2018, no impairment loss adjustments were recorded in either year.
The Company has arranged insurance policies to cover the potential risks to which its inventories are exposed. The coverage of these insurance policies is considered sufficient.
The heading "Trade receivables and other receivables" in the accompanying balance sheet presents amounts receivable for the rendering of operating and maintenance services for photovoltaic installations, as well as amounts receivable for the construction and sale of photovoltaic installations. The debts pending collection for the sale of shareholdings in group companies are recorded under "Other receivables."
At 2019 and 2018 year end, the Company did not consider any of its receivable balances as doubtful.
At December 31, 2019 and 2018 the Company signed purchase-sale contracts for shares in companies owning development rights. Since said contracts included resolutory clauses, the sales are not considered irrevocable until certain conditions have been fulfilled. The corresponding amounts collected were classified as current liabilities under "Customer advances" in the accompanying balance sheet, totaling 4,580,276 and 2,263,738 euros, respectively.
The breakdown for this heading in 2019 and 2018 is as follows:
| Balance at 12.31.2019 |
Balance at 12.31.2018 |
|
|---|---|---|
| Cash in hand | 17,409,454 | 8,256,323 |
| Total | 17,409,454 | 8,256,323 |
Of the amounts shown in the table above, at December 31, 2019 and 2018, 1,243,653 euros and 1,214,099 euros, respectively, correspond to current accounts pledged for obtaining guarantees.
At December 31, 2019 the Company's share capital amounted to 8,507,177 euros, corresponding to 24,306,221 shares with a nominal value of 0.35 euros each.
The shareholders in general meeting at June 17, 2019 agreed upon a capital increase of 4,861,244 euros with a charge to the Company's voluntary reserves, via increase of the nominal value of already issued shares by 0.2 euros per share, resulting in a nominal value of 0.35 euros per share.
The shares of the Company were listed on the MAB-EE on July 8, 2015. As a consequence of its admission to trading on the MAB-EE, the Company lost its status as a sole shareholder company, which had been declared during 2014. On November 15, 2019 the Company's shareholders in general meeting approved, amongst other matters, to request the delisting of its shares on the MAB-EE and, simultaneously, request their listing on the Stock Exchanges of Barcelona, Bilbao, Madrid, and Valencia, and their inclusion on the Spanish electronic trading platform. As a consequence of the above, the Board of Directors of Bolsas y Mercados Españoles, Sistemas de Negociación, S.A. agreed to delist the 24,306,221 shares of the Company on said market, effective from December 16, 2019, the same date on which the Company's shares were admitted to trading on the Stock Exchanges of Madrid, Barcelona, Bilbao, and Valencia. As a prior step to the process of delisting all the Company's shares on the MAB-EE and simultaneous admission to trading on the Stock Exchanges of Madrid, Barcelona, Bilbao, and Valencia ; Daruan Group Holding, S.L.U. certain minority shareholders, realized a private placement of 2,429,000 Company shares, representing 10% of its share capital, was carried out for certain minority shareholders, through an accelerated bookbuilding process. The expenses incurred for admission to trading the Company's shares on the Stock Exchanges of Barcelona, Bilbao, Madrid, and Valencia, and their inclusion on the Spanish electronic trading platform, amounted to 551 thousand euros.
At December 31, 2019 the following shareholders held a direct stake of more than 10% of share capital:
| Shareholder | No. of shares |
Percentage of ownership interest |
|---|---|---|
| Daruan Group Holding, S.L. | 16,539,590 | 68% |
The share premium amounted to 6,117,703 euros at December 31, 2019. This balance can be used for the same purposes as the voluntary reserves of the Company, including conversion to capital.
The statement of changes in equity which forms a part of these financial statements provides the breakdown for aggregate balances and movements during 2019 and 2018 in this subheading of the accompanying balance sheet. The breakdown and composition of the different line items are shown below:
| Balance at 12.31.2017 |
Increase | Transfers | Balance at 12.31.18 |
Increase | Decreases | Balance at 12.31.19 |
|
|---|---|---|---|---|---|---|---|
| Legal and statutory reserves Legal reserve |
729,187 | - | - | 729,187 | - | - | 729,187 |
| Other reserves Voluntary reserves Capitalization reserves |
8,953,339 315,027 |
2,728,607 - |
(20,194) 20,194 |
11,661,752 335,221 |
10,897,645 204,237 |
(7,124,981) - |
15,434,416 539,458 |
| Total | 9,997,553 | 2,728,607 | - | 12,726,160 | 11,101,882 | (7,124,981) | 16,703,061 |
In accordance with article 274 of the Spanish Corporate Enterprises Act, 10% of profit must be transferred to the legal reserve each year until it represents at least 20% of share capital.
This reserve is not distributable to owners and may only be used to offset income statement losses provided no other reserves are available. The balance recognized for this reserve can be used to increase share capital.
These reserves are freely distributable.
The gains or losses obtained on the purchase-sale of treasury shares are recognized directly under voluntary reserves. The increase in voluntary reserves in connection with this item recognized in 2019 totals 2,110,720 euros (2018: 812,165 euros).
During 2017 the Company set aside a capitalization reserve, with a charge to available reserves, corresponding to 10% of the increase in capital and reserves of 2016, in accordance with the stipulations of article 25 of Law 27/2014 of November 27, on Corporate Income Tax (Note 16). This reserve will be restricted for a period of 5 years. During 2019 this reserve increased by 204,237 euros, corresponding to 10% of the increase in capital and reserves of 2018.
On May 19, 2015, the shareholders in general meeting, in accordance with the provisions of article 146 of the Spanish Corporate Enterprises Act, unanimously agreed to authorize the Board of Directors of the Company to acquire, once or on several occasions, a maximum of 2,000,000 Company shares, at a maximum price of 5 euros and a minimum price of 0.01 euros per share. Such acquisitions may be carried out by way of purchase, exchange, donation, foreclosure, or payment in kind, and in general, by any other form of acquisition for valuable consideration.
Thus, in the share purchase deed, dated June 29, 2015, the majority shareholder, Daruan Group Holding, S.L., agreed to transfer 520,000 shares to Grenergy Renovables, S.A. to create a treasury share portfolio. The purchase-sale price was determined to be the price fixed in the Grenergy Renovables, S.A. share subscription offer.
In the month of December 2019, the Company subscribed a new liquidity contract with Banco Sabadell for management of its treasury share portfolio. The duration of the contract, which became effective on December 16, 2019, is of twelve months.
The shares acquired in the treasury share portfolio are held to meet the obligations arising from the contract signed with the liquidity provider, in accordance with the provisions of Circular 1/2017 of the Spanish Securities Exchange Commission ("CNMV" in its Spanish acronym).
In connection with the new liquidity contract, the Company allocated 26,525 shares to the associated securities account and 500,000 euros to the cash balance account.
Banco Sabadell will carry out the transactions established in the present contract in regulated markets and Spanish multilateral trading systems, via market orders, in accordance with the contracting rules established in the CNMV Circular.
On September 11, 2018 the Company acquired 365,426 treasury shares from related persons at a price of 2.40 euros per share.
At December 31, 2019 and 2018 the treasury share portfolio is broken down as follows:
| Balance at 12.31.2019 |
Balance at 12.31.2018 |
|
|---|---|---|
| No. of shares in treasury share portfolio | 556,815 | 888,177 |
| Total treasury share portfolio | 3,328,497 | 2,062,970 |
| Liquidity Accounts | 2,423,479 | 1,198,776 |
| Fixed Own Portfolio Account | 905,018 | 864,194 |
During 2019 and 2018, the movements in the treasury share portfolio were as follows:
Year ended December 31, 2019
| Treasury shares | |||
|---|---|---|---|
| Number of shares |
Value of portfolio |
Average acquisition price |
|
| Balance at 12.31.2018 | 888,177 | 2,062,969 | 2.32 |
| Acquisitions | 389,978 | 3,882,063 | 9.95 |
| Disposals | (721,340) | (2,616,535) | 3.63 |
| Balance at 12.31.2019 | 556,815 | 3,328,497 | 5.98 |
Year ended December 31, 2018
| Treasury shares | |||
|---|---|---|---|
| Number of shares |
Value of portfolio |
Average acquisition price |
|
| Balance at 12.31.2017 | 741,577 | 1,133,498 | 1.55 |
| Acquisitions | 658,055 | 1,869,232 | 2.84 |
| Disposals | (511,455) | (939,761) | 1.84 |
| Balance at 12.31.2018 | 888,177 | 2,062,969 | 2.32 |
The purpose of holding the treasury shares is to maintain them available for sale in the market and for the incentive plan approved for directors, executives, employees, and key collaborators of the Group (Note 12.5).
At December 31, 2019 treasury shares represent 2.3% of all the Company's shares (2018: 3.7%).
At the meeting held on June 26, 2015, the Board of Directors of the Company approved an incentive plan for certain executives and key personnel based on the granting of options on the Company's shares. At December 31, 2019 the number of shares set aside to cover this plan was 22,000. The exercise price for the share options was fixed at 1.38 euros per share.
The beneficiary will be able to acquire:
At June 2, 2016 a second incentive plan was approved based on the granting of options on the Company's shares with similar characteristics to the first one. At December 31, 2019 the number of shares set aside for covering this plan totaled 48,667 shares. The exercise price of the share options was established as 1.90 euros per share.
At November 27, 2018 a third incentive plan was approved based on the granting of options on the Company's shares with similar characteristics to the previous two plans. At December 31, 2019 the number of shares set aside for covering this plan totaled 157,143 shares. The exercise price of the share options was established as 3.50 euros per share.
At March 29, 2019 a fourth incentive plan was approved based on the granting of options on the Company's shares with similar characteristics to the previous three plans. At December 31, 2019 the number of shares set aside for covering this plan totaled 62,200 shares. The exercise price of the share options was established as 6.90 euros per share.
Said incentive plans establish that their settlement will be carried out by delivery of equity instruments to the employees should they exercise the options granted. The exercise prices of the options on shares were established by reference to the fair value of the corresponding equity instruments at the grant date. The Company did not recognize any amounts relating to this item since it considered that the fair value of the option price is not significant.
At December 31, 2019 there were 54,445 exercisable options (2018: 198,000). In 2019, 263,333 options were exercised (2018: 0 options).
The breakdown of these headings in the accompanying balance sheet at December 31, 2019 and 2018 is as follows:
Year ended December 31, 2019
| Non-current borrowings |
Current borrowings |
Total at 12.31.19 |
|
|---|---|---|---|
| Bonds and other marketable securities | 21,539,687 | - | 21,539,687 |
| Bank borrowings | 831,260 | 3,493,301 | 4,324,561 |
| Loans | 831,260 | 2,175,207 | 3,006,467 |
| Credit lines | - | 23,102 | 23,102 |
| Foreign financing | - | 1,294,992 | 1,294,992 |
| Other borrowings | 208,249 | 3,342,401 | 3,550,650 |
| Finance lease liabilities | 131,602 | 32,927 | 164,529 |
| Total | 22,710,798 | 6,868,629 | 29,579,427 |
Year ended December 31, 2018
| Non-current | Current | Total at | |
|---|---|---|---|
| borrowings | borrowings | 12.31.18 | |
| Bank borrowings | 2,982,665 | 6,058,449 | 9,041,114 |
| Loans | 2,982,665 | 2,799,001 | 5,781,666 |
| Credit lines | - | 2,420,690 | 2,420,690 |
| Foreign financing | - | 838,758 | 838,758 |
| Other borrowings | 266,536 | 1,244,074 | 1,510,610 |
| Finance lease liabilities | 134,854 | 27,662 | 162,516 |
| Total | 3,384,055 | 7,330,185 | 10,714,240 |
All the financial liabilities held by the Company are classified under "Trade and other payables" for measurement purposes.
At December 31, 2019 and 2018 the breakdown of borrowings by residual maturities is as follows:
| Bonds and other marketable securities |
Bank borrowings |
Other borrowings | Finance lease liabilities |
Total | |
|---|---|---|---|---|---|
| Within one year | - | 3,493,301 | 3,342,401 | 32,927 | 6,868,629 |
| 2021 | - | 831,260 | 52,060 | 27,773 | 911,093 |
| 2022 | - | - | 156,189 | 84,894 | 241,083 |
| 2023 | - | - | - | 14,092 | 14,092 |
| 2024 | 21,539,687 | - | - | 4,843 | 21,544,530 |
| More than five |
|||||
| years | - | - | - | - | - |
| Total | 21,539,687 | 4,324,561 | 3,550,650 | 164,529 | 29,579,427 |
Year ended December 31, 2018
| Bank borrowings |
Other borrowings |
Finance lease liabilities |
Total | |
|---|---|---|---|---|
| Within one year | 6,058,449 | 1,244,074 | 27,662 | 7,330,185 |
| 2020 | 2,165,016 | 52,060 | 27,688 | 2,244,765 |
| 2021 | 817,649 | 52,060 | 23,168 | 892,877 |
| 2022 | - | 52,060 | 80,887 | 132,947 |
| 2023 | - | 52,060 | 3,111 | 55,171 |
| More than five years | - | 58,296 | - | 58,295 |
| Total | 9,041,114 | 1,510,610 | 162,516 | 10,714,240 |
During 2019 and 2018 the Company complied with the payment of all its financial debt at maturity. Likewise, at the date of authorization of these financial statements the Company had complied with all obligations assumed.
In October 2019, the Board of Directors of Grenergy agreed upon establishment of the "Grenergy Renewables Fixed Income Program 2019," by virtue of which the Company can issue medium and long-term fixed-income securities for a maximum nominal amount of up to 50,000,000 euros. Thus, in October 2019, the corresponding admission prospectus was prepared for the Alternative Fixed Income Market ("MARF") with a view to trading the bonds issued under the "Grenergy Renewables Fixed Income Program 2019" on said market within the period it is in force (one year from preparation of the MARF admission prospectus).
In November 2019, the Company carried out a bond issue under said program for a nominal amount of 22,000,000 euros, bearing 4.75% interest and maturing in November 2024. Interest accrued during 2019 amounted to 174 thousand euros.
This bond issue is subject to fulfillment of a series of covenants, which had all been fulfilled at December 31, 2019.
The breakdown of loans subscribed and their main contractual conditions at December 31, 2019 and 2018 is as follows:
Year ended December 31, 2019
| Euros | |||||||
|---|---|---|---|---|---|---|---|
| Financial institution | Maturity date |
Interest rate |
Type of guarantee |
Installments | Non-current liabilities |
Current liabilities |
Total |
| BANCO SABADELL | 10/20/2021 | 2.50% | No | Monthly | 534,031 | 609,693 | 1,143,724 |
| BANCO SABADELL (loan denominated in USD) |
4/19/2021 | 3.60% | No | Monthly | 297,229 | 891,687 | 1,188,916 |
| BANCO SANTANDER | 4/10/2020 | 2.15% | No | Monthly | - | 673,827 | 673,827 |
| Total | 831,260 | 2,175,207 | 3,006,467 |
Year ended December 31, 2018
| Euros | |||||||
|---|---|---|---|---|---|---|---|
| Financial institution | Maturity date |
Interest rate |
Type of guarantee |
Installments | Non-current liabilities |
Current liabilities |
Total |
| BANCO SABADELL | 10/20/2021 | 2.50% | No | Monthly | 1,143,724 | 602,127 | 1,745,851 |
| BANCO SABADELL (USD) | 4/19/2021 | 3.60% | No | Monthly | 1,165,114 | 870,701 | 2,035,815 |
| BANCO SANTANDER | 4/10/2020 | 2.15% | No | Monthly | 673,827 | 1,326,173 | 2,000,000 |
| Total | 2,982,665 | 2,799,001 | 5,781,666 |
All the subscribed loans bear interest at market rates. The average annual interest rate for 2019 and 2018 was 2.75%.
At December 31, 2019 and 2018 the Company had subscribed credit facilities and credit financing for foreign operations with various financial entities. The breakdown of the credit drawdowns at said dates together with the corresponding contractual terms is as follows:
Year ended December 31, 2019
| Euros | |||||
|---|---|---|---|---|---|
| Financial institution | Maturity date | Credit limit granted |
Drawdown | Drawable amount |
|
| BANKIA I | 5/27/2020 | 100,000 | - | 100,000 | |
| BANKIA II | 4/21/2020 | 1,500,000 | - | 1,500,000 | |
| SANTANDER | 4/17/2020 | 300,000 | 300,000 | ||
| SANTANDER II (PREVIOUSLY "POPULAR") |
5/7/2020 | 200,000 | - | 200,000 | |
| SABADELL | 5/10/2020 | 200,000 | 23,102 | 176,898 | |
| BANKINTER | Indefinite | 500,000 | 500,000 | ||
| BANKIA (VISA) | Indefinite | 3,000 | 3,000 | ||
| BANCO SABADELL (VISA) | Indefinite | 30,000 | - | 30,000 | |
| Total credit facilities | 2,833,000 | 23,102 | 2,809,898 | ||
| SABADELL (USD) | Indefinite | 13,500,000 | 67,554 | 2,886,110 | |
| SANTANDER (USD) | Indefinite | 11,750,000 | - | 7,024,020 | |
| BANKIA (USD) | 5/27/2020 | 11,000,000 | 1,227,438 | 3,218,843 | |
| BANKINTER (USD) | Indefinite | 11,000,000 | - | 5,531,739 | |
| CAIXABANK (USD) | 1/23/2021 | 5,000,000 | - | 2,985,581 | |
| BBVA (USD) | 3/1/2020 | 5,000,000 | - | - | |
| Total foreign financing | 57,250,000 | 1,294,992 | 21,646,293 | ||
| Total | 60,083,000 | 1,318,094 | 24,456,191 |
| Euros | ||||||
|---|---|---|---|---|---|---|
| Financial institution | Maturity date | Credit limit | Drawdown | Drawable amount |
||
| BANKIA I | 9/7/2019 | 100,000 | 93,524 | 6,476 | ||
| BANKIA II | 4/21/2019 | 1,500,000 | 1,494,422 | 5,578 | ||
| SANTANDER | 4/17/2019 | 300,000 | 281,761 | 18,239 | ||
| POPULAR | 4/17/2019 | 200,000 | 189,852 | 10,148 | ||
| SABADELL | 7/7/2019 | 200,000 | 80,203 | 119,797 | ||
| BANKINTER | 7/28/2019 | 300,000 | 271,616 | 28,384 | ||
| BANKIA (VISA) | Indefinite | 3,000 | - | 3,000 | ||
| BANCO SABADELL (VISA) | Indefinite | 30,000 | 9,312 | 20,688 | ||
| Total credit facilities | 2,633,000 | 2,420,690 | 212,310 | |||
| SABADELL (USD) | Indefinite | 6,500,000 | 250,952 | 6,249,048 | ||
| SANTANDER (USD) | Indefinite | 6,000,000 | - | 6,000,000 | ||
| BANKIA (USD) | 9/7/2019 | 6,000,000 | 587,806 | 5,412,194 | ||
| POPULAR (USD) | 10/26/2019 | 2,000,000 | - | 2,000,000 | ||
| BANKINTER (USD) | 7/28/2019 | 6,500,000 | - | 6,500,000 | ||
| CAIXABANK (USD) | 1/23/2019 | 5,000,000 | - | 5,000,000 | ||
| BBVA (USD) | 7/12/2019 | 3,000,000 | - | 3,000,000 | ||
| Total foreign financing | 35,000,000 | 838,758 | 34,161,242 | |||
| Total | 37,633,000 | 3,259,448 | 34,373,552 |
The foreign financing contracted by the Company for the years 2019 and 2018 includes credit transactions as well as warranty coverage, letters of credit, and guarantees (Note 21.2).
The average annual interest rate on the credit facilities during 2019 and 2018 was 2.15%.
The breakdown of this heading at December 31, 2019 and 2018 was the following:
Year ended December 31, 2019
| Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Creditor | Maturity date |
Interest rate |
Type of guarantee |
Installments | Non-current liabilities |
Current liabilities |
Total | |
| Spanish Centre for the Development of Industrial Technology (CDTI) |
5/12/2022 | Zero interest |
No | Monthly | 208,249 | 52,060 | 260,309 | |
| Ministry of Economy and Competition |
1/20/2021 | Zero interest |
No | Monthly | - | 6,226 | 6,226 | |
| Other borrowings (Kosten) | - | - | - | - | - | 1,169,001 | 1,169,001 | |
| Other borrowings (PEQ) | - | - | - | - | - | 2,113,810 | 2,113,810 | |
| Other | - | - | - | - | - | 1,304 | 1,304 | |
| Total | 208,249 | 3,342,401 | 3,550,650 |
| Euros | |||||||
|---|---|---|---|---|---|---|---|
| Creditor | Maturity date |
Interest rate |
Type of guarantee |
Installments | Non current liabilities |
Current liabilities |
Total |
| Spanish Centre for the Development of Industrial Technology (CDTI) |
5/12/2022 | Zero interest |
No | Monthly | 260,308 | 52,060 | 312,368 |
| Ministry of Economy and Competition |
1/20/2021 | Zero interest |
No | Monthly | 6,227 | 5,926 | 12,153 |
| Other borrowings (Kosten) | - | - | - | - | - | 1,186,088 | 1,186,088 |
| Total | 266,535 | 1,244,074 | 1,510,609 |
This balance corresponds to the following:
The repayment of these loans can be extended over a maximum period of seven yearly installments at identical amounts, allowing a maximum maturity for the first annual installment of five years counted from the date on which they were granted. The first of said annual installments was paid in 2015.
The breakdown of these headings in the accompanying balance sheet at December 31, 2019 and 2018 is the following:
Year ended December 31, 2019
| Maturity | Interest | Type of | Non current |
Current | Total at | |
|---|---|---|---|---|---|---|
| date | rate | guarantee | borrowings | borrowings | 12.31.19 | |
| Borrowings from group companies Loan debt |
Indefinite | 12-month Euribor + 2% |
- | - | 242,988 | 242,988 |
| Total | - | - | 242,988 | 242,988 |
Year ended December 31, 2018
| Maturity | Interest | Type of | Non current |
Current | Total at | |
|---|---|---|---|---|---|---|
| date | rate | guarantee | borrowings | borrowings | 12.31.18 | |
| Borrowings from group companies | ||||||
| Loan debt | Indefinite | 12-month Euribor + 2% |
- | - | 16,144 | 16,144 |
| Loan debt | 24 months +12 |
12-month Libor + 200 b.p. |
- | - | 2,440,840 | 2,440,840 |
| Tax related debt | - | - | - | - | 316,735 | 316,735 |
| Total | - | - | 2,773,719 | 2,773,719 |
During 2018 the Company filed its corporate tax return as part of the tax group comprised of all companies which fulfill the requirements established in Chapter VI, Title VII of Law 27/2014 of November 27, on Corporate Income Tax, with Daruan Group Holding, S.L. as the parent of said tax group. Thus, a tax related debt of 317 thousand euros owed to this company was recorded at December 31, 2018. As stated in Note 12, in 2019 the Company was no longer a member of the tax group Daruan Group Holding, S.L. and subsidiaries.
Loan debt at December 31, 2019 reflects the current account payable by Grenergy Renovables, S.A. to the group company GR Equity Wind and Solar, S.L.
As a consequence of the spin-off of Daruan Venture Capital SCR under the simplified regime, S.A., the beneficiary of which was Daruan Group Holding, S.L. Sole Shareholder Company, the latter, sole partner of Grenery Renovables, S.A., was subrogated in the multilateral credit contract amongst group companies belonging to the parent Daruan Venture Capital SCR under the simplified regime, subscribed on January 1, 2012 and ratified by public deed before Madrid Notary Mr. Jaime Recarte Casanova of February 14, 2014, with protocol number 382. This contract comprises a bidirectional credit between Daruan Group Holding, S.L. and Grenergy Renovables, S.A., by virtue of which interest is accrued at the beginning of each calendar year on the amounts they owe or lend each other, corresponding to 12-month Euribor plus a spread of 2%. The contract is of indefinite duration and can be canceled at any moment by either of the parties with one month's notice and outstanding balances to be settled at the cancellation date. At 2019 and 2018 year end, the related debt amounted to 0 thousand and 16 thousand euros, respectively.
Loan debt with other Group companies at December 31, 2018 reflects the current account payable by Grenergy Renovables, S.A. to the Group companies GR Pain SAC and GR Taruca SAC.
The average payment period for suppliers was as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Days | Days | |||
| Average supplier payment period | 52.92 | 62.56 | ||
| Ratio of transactions paid | 60 | 69 | ||
| Ratio of transactions pending payment | 43 | 45 | ||
| Amount (euros) | Amount (euros) | |||
| Total payments made | 26,556,384 | 23,053,948 | ||
| Total pending payments | 18,961,836 | 8,445,984 |
The breakdown of balances with public administrations at December 31, 2019 and December 31, 2018 is as follows:
| Receivable from public administrations | Non-current | Current | Balance at 12.31.19 |
|
|---|---|---|---|---|
| Deferred tax assets | 842,998 | - | 842,998 | |
| Other receivables from public administrations | - | 636,840 | 636,840 | |
| VAT receivable | - | 636,840 | 636,840 | |
| Total | 842,998 | 636,840 | 1,479,838 |
Year ended December 31, 2019
| Payable to public administrations | Non-current | Current | Balance at 12.31.19 |
|
|---|---|---|---|---|
| Current tax liabilities | - | 525,521 | 525,521 | |
| Other payables to public administrations | - | 200,859 | 200,859 | |
| VAT payable | - | - | - | |
| Payable to the public treasury for withholdings | - | 141,608 | 141,608 | |
| Social security agencies | - | 59,251 | 59,251 | |
| Total | - | 726,380 | 726,380 |
| Receivable from public administrations | Non-current | Current | Balance at 12.31.18 |
|---|---|---|---|
| Deferred tax assets | 664,819 | - | 664,819 |
| Other receivables from public administrations | - | 235,357 | 235,357 |
| VAT recoverable | - | 235,357 | 235,357 |
| Total | 664,819 | 235,357 | 900,176 |
| Payable to public administrations | Non-current | Current | Balance at 12.31.18 |
|
|---|---|---|---|---|
| Deferred tax liabilities | - | - | - | |
| Other payables to public administrations | - | 74,051 | 74,051 | |
| Payable to the public treasury for withholdings | - | 34,225 | 34,225 | |
| Social security agencies | - | 39,826 | 39,826 | |
| Total | - | 74,051 | 74,051 |
At December 31, 2019 the Company is open to inspection of all taxes to which it is liable for the last four years, as well as those corresponding to 2015.
Under current Spanish tax legislation, taxes cannot be considered definitive until the tax returns have been inspected by the tax authorities or until the four-year legal inspection period has elapsed.
Due to the varying interpretations of the tax regulations applicable, certain tax contingencies that are not objectively quantifiable could arise. Nevertheless, the directors consider that tax debts arising from possible future actions taken by the tax authorities would not have a significant effect on the financial statements taken as a whole.
The Company has been filing its tax returns under a consolidated tax regime since 2012 together with other Group companies. The parent of the tax group was Daruan Venture Capital, S.C.R. during 2012 and 2013, and since 2014 the new parent of the tax group has been Daruan Group Holding, S.L. As indicated in Note 12, in 2019 the Company left the tax group.
Due to the differing treatment of certain transactions permitted under prevailing tax legislation, the accounting profit differs from taxable income. The reconciliation of accounting profit with taxable income for 2019 and 2018 was the following:
Year ended December 31, 2019
| Income statement | Income and expense recognized directly in equity |
Total | |||
|---|---|---|---|---|---|
| Increase | Decrease | Total | Total | ||
| Income and expenses for the year | 7,182,026 | - | 7,182,026 | - | 7,182,026 |
| Corporate income tax | 1,846,941 | - | 1,846,941 | - | 1,846,941 |
| Permanent differences | 592 | (6,923,629) | (6,923,037) | - | (6,923,037) |
| Arising at company level | 592 | (6,923,629) | (6,923,037) | - | (6,923,037) |
| Temporary differences | 278,848 | (360) | 278,488 | - | 278,488 |
| Arising in the year | 275,417 | - | 275,417 | - | 275,417 |
| Arising in prior years | 3,431 | (360) | 3,071 | - | 3,071 |
| Capitalization reserves | - | (238,442) | (238,442) | - | (238,442) |
| Taxable income (Tax results) | 9,308,407 | (7,162,431) | 2,145,976 | - | 2,145,976 |
| Tax charge (25%) | 536,494 | ||||
| Tax deductions applied | (18) | ||||
| Tax payable | 536,476 | ||||
| Withholdings and payments on account | (10,955) | ||||
| Net amount payable (collectible) | 525,521 |
| Income statement | Income and expense recognized directly in equity |
Total | |||||
|---|---|---|---|---|---|---|---|
| Increase | Decrease | Total | Increase | Decrease | Total | ||
| Income and expenses for the year |
8,991,163 | - | 8,991,163 | - | - | - | 8,991,163 |
| Corporate income tax | 1,642,517 | 1,642,517 | - | - | - | 1,642,517 | |
| Permanent differences | 4,714 | (11,605,134) | (11,600,420) | - | - | - | (11,600,420) |
| Arising at company level | 4,714 | (11,605,134) | (11,600,420) | - | - | - | (11,600,420) |
| Temporary differences | 2,303,369 | (408) | 2,302,961 | - | - | - | 2,302,961 |
| Arising in the year | 2,300,846 | - | 2,300,846 | - | - | - | 2,300,846 |
| Arising in prior years | 2,523 | (408) | 2,115 | - | - | - | 2,115 |
| Capitalization reserves | - | (62,261) | (62,261) | - | - | - | (62,261) |
| Taxable income (Tax results) | 12,941,763 | (11,667,803) | 1,273,960 | - | - | - | 1,273,960 |
| Tax charge (25%) Tax deductions applied Tax payable Withholdings and payments on account |
318,490 (20) 318,470 (1,735) |
||||||
| Net amount payable (collectible) |
316,735 |
Given that the Company files its tax returns under a consolidated regime together with other entities, the parent of the tax group was responsible for presentation and settlement of the consolidated corporate income tax. Thus, the amount payable for 2018 shown in the table above was classified for presentation purposes in the financial statements under "Current liabilities - Payables to Group companies and associates" in the accompanying balance sheet. The amount payable for 2019 is presented under "Current tax liabilities" in the accompanying balance sheet.
The reconciliation of tax payable and tax expense is as follows:
| 12.31.19 | 12.31.18 | |
|---|---|---|
| Tax payable | (536,476) | (318,470) |
| Change in deferred taxes | 69,622 | 575,740 |
| Current foreign tax | (1,488,221) | (1,914,893) |
| Capitalization reserves | 108,134 | 15,106 |
| Income tax expense | (1,846,941) | (1,642,517) |
The line item identified as "Current foreign tax" corresponds to withholding taxes on the gains arising from the sale of shareholdings in Group companies carried out by the Company in 2019 and 2018 (Note 8.1).
The difference between the tax expense for 2019 and prior years as compared to the tax already paid or payable for those years is recorded in "Deferred tax assets" or "Deferred tax liabilities," as applicable. Said deferred taxes were calculated by applying the prevailing nominal tax rate to the corresponding amounts.
The breakdown and movements under these balance sheet headings for 2019 and 2018 are as follows:
Year ended December 31, 2019
| Balance at 12.31.18 |
Recognized in the income statement |
Balance at 12.31.19 |
||
|---|---|---|---|---|
| Additions | Decreases | |||
| Deferred tax assets | 664,818 | 178,321 | (141) | 842,998 |
| Tax deductions pending application | 33 | - | (33) | - |
| Temporary differences | 664,785 | 178,321 | (108) | 842,998 |
| Total | 664,818 | 178,321 | (141) | 842,998 |
| Deferred tax liabilities | - | - | - | - |
| Temporary differences | - | - | - | - |
| Total | - | - | - | - |
| Balance at 12.31.2017 |
Recognized in the income statement |
Balance at 12.31.18 |
||
|---|---|---|---|---|
| Additions | Decreases | |||
| Deferred tax assets | 75,849 | 588,969 | - | 664,818 |
| Tax deductions pending application | - | 33 | - | 33 |
| Temporary differences | 75,849 | 588,936 | - | 664,785 |
| Total | 75,849 | 588,969 | - | 664,818 |
| Deferred tax liabilities | 1,345 | - | (1,345) | - |
| Temporary differences | 1,345 | - | (1,345) | - |
| Total | 1,345 | - | (1,345) | - |
The recoverability of deferred tax assets is assessed as soon as they are recognized and at least at each closing date, in accordance with the results the Company expects to generate in coming years.
At 2019 and 2018 year end, the Company had no tax loss carryforwards pending application.
At 2019 and 2018 year end there were no deductions pending application either.
The breakdown of this income statement heading for 2019 and 2018 is as follows:
Year ended December 31, 2019
| Purchases | Changes in inventories |
Impairment / (Reversal) |
Total | |
|---|---|---|---|---|
| Consumption of goods for resale | 48,366,737 | (243,198) | - | 48,123,539 |
| Total | 48,366,737 | (243,198) | - | 48,123,539 |
| Purchases | Changes in inventories |
Impairment / (Reversal) |
Total | |
|---|---|---|---|---|
| Consumption of goods for resale | 19,154,719 | (237,426) | - | 18,917,293 |
| Total | 19,154,719 | (237,426) | - | 18,917,293 |
The breakdown of purchases carried out in 2019 and 2018, by origin, is as follows:
| Balance at 12.31.19 |
Balance at 12.31.18 |
|
|---|---|---|
| Spain | 8,557,104 | 6,515,023 |
| Imports | 39,809,633 | 12,639,696 |
| Total | 48,366,737 | 19,154,719 |
The breakdown of this income statement heading for 2019 and 2018 is as follows:
| 2019 | 2018 | |
|---|---|---|
| Social security payable by the Company Other social security expenses |
587,928 57,971 |
311,648 36,956 |
| Total | 645,899 | 348,604 |
The average number of employees, by professional category, in 2019 and 2018, was as follows:
| Category | 2019 | 2018 |
|---|---|---|
| Directors and Senior Management Department directors Other |
7 8 28 |
5 7 17 |
| Total | 43 | 29 |
The breakdown by gender of employees, directors, and senior management at 2019 and 2018 year end, is as follows:
| Category | Men | Women | TOTAL |
|---|---|---|---|
| Directors and Senior Management | 6 | 3 | 9 |
| Department directors | 7 | 2 | 9 |
| Other | 27 | 10 | 37 |
| Total | 40 | 15 | 55 |
Year ended December 31, 2018
| Category | Men | Women | TOTAL |
|---|---|---|---|
| Senior Management | 5 | 1 | 6 |
| Department directors | 4 | 2 | 6 |
| Other | 20 | 6 | 26 |
| Total | 29 | 9 | 38 |
At December 31, 2019 and 2018 the Company had no employees under contract with disabilities greater than or equal to 33%.
The breakdown of finance income and expenses recognized in the accompanying income statement is as follows:
Year ended December 31, 2019
| From third parties |
From Group companies |
Total | |
|---|---|---|---|
| Income | 59,996 | 439,712 | 499,708 |
| Interest from other financial assets | 59,996 | 439,712 | 499,708 |
| Expenses | (1,038,917) | - | (1,038,917) |
| Interest on borrowings | (544,175) | - | (544,175) |
| Other finance costs | (494,742) | - | (494,742) |
| Exchange gains (losses) | (73,776) | - | (73,776) |
| Impairment losses and gains (losses) on disposals |
(25,000) | 6,648,212 | 6,623,212 |
| Impairment losses and losses | (25,000) | (275,417) | (300,417) |
| Gains (losses) on disposals and other gains and losses |
- | 6,923,629 | 6,923,629 |
| Finance cost | (1,077,697) | 7,087,924 | 6,010,227 |
| From third parties |
From Group companies |
Total | |
|---|---|---|---|
| Income | 9,927 | 96,793 | 106,720 |
| Interest from other financial assets | 9,927 | 96,793 | 106,720 |
| Expenses | (498,764) | (50,332) | (549,096) |
| Interest on borrowings | (311,334) | (50,332) | (361,666) |
| Other finance costs | (187,430) | - | (187,430) |
| Exchange gains (losses) | (246,588) | - | (246,588) |
| Impairment losses and gains (losses) on disposals |
11,605,134 | (2,300,846) | 9,304,288 |
| Impairment losses and losses | - | (2,300,846) | (2,300,846) |
| Gains (losses) on disposals and other gains and losses |
11,605,134 | - | 11,605,134 |
| Finance cost | 10,869,709 | (2,254,385) | 8,615,324 |
The breakdown of transactions carried out in foreign currency during 2019 and 2018 is as follows:
Year ended December 31, 2019
| Corresponding amounts in euros |
|||
|---|---|---|---|
| US Dollars | Total | ||
| Purchases | 39,809,633 | 39,809,633 | |
| Sales | 54,624,015 | 54,624,015 | |
| Total | 94,433,648 | 94,433,648 |
Year ended December 31, 2018
| Corresponding amounts in euros |
|||
|---|---|---|---|
| US Dollars | Total | ||
| Purchases | 12,407,766 | 12,407,766 | |
| Sales | 23,304,156 | 23,304,156 | |
| Total | 35,711,922 | 35,711,922 |
The breakdown of assets and liabilities denominated in foreign currencies at December 31, 2019 and 2018 is as follows:
| Corresponding amounts in euros | |||
|---|---|---|---|
| US Dollars | Other | Total | |
| Assets | |||
| Accounts receivable from group companies | 12,966,476 | - | 12,966,476 |
| Trade and other receivables | 4,529,858 | - | 4,529,858 |
| Cash and cash equivalents | 5,915,843 | - | 5,915,843 |
| Liabilities | |||
| Suppliers | 12,530,393 | - | 12,530,393 |
| Current borrowings | 5,766,719 | - | 5,766,719 |
| Total | 5,115,065 | - | 5,115,065 |
| Corresponding amounts in euros | |||
|---|---|---|---|
| US Dollars | Other | Total | |
| Assets | |||
| Accounts receivable from group companies | 332,980 | - | 332,980 |
| Trade and other receivables | 10,211,460 | - | 10,211,460 |
| Cash and cash equivalents | 7,673,346 | - | 7,673,346 |
| Liabilities | |||
| Suppliers | 5,580,656 | - | 5,580,656 |
| Current borrowings | 4,060,661 | - | 4,060,661 |
| Total | 8,576,469 | - | 8,576,469 |
One of the characteristic phases in the development of a renewable energy project, whether solar or wind, is the performance of environmental impact studies and issuing of environmental impact statements for particular installations. The main objective in said studies and statements is to measure and reduce the real impact on the environment arising from execution of any project.
The main entities responsible for preventing deterioration of the environment are the competent authorities of the different countries in which Grenergy operates. Thus, assessment of the environmental impact of any activity allows the Company to introduce an environmental dimension to the design and execution of the projects and activities which it performs in each country. This assessment allows for certification that the initiatives, both in the private and public sectors, are in compliance with the applicable environmental requirements.
Though there are various types of environmental impact, they can mainly be classified into three different types in accordance with their origin: (i) environmental impact provoked by the use of natural resources; (ii) environmental impact provoked by contamination; and (iii) environmental impact provoked by the occupation of land.
The projects performed by Grenergy are in general affected mainly by the environmental impact provoked by occupation of land. Thus, at the outset of any project, land is searched for and located whose essential characteristics will not be modified by execution of the project in question or which may even be improved from an environmental point of view.
Another type of environmental impact which may have an effect on the Company's PP&E is the contamination from the machinery sometimes used by Grenergy in performing its activity. Consequently, the persons in charge of executing any phase of developing a project will always try to optimize the organization of teams, adapting it to the terrain.
Based on each project, Grenergy contracts different consultants and engineers specialized in performing environmental impact studies, which are subsequently reviewed by the competent authorities. Once said study has been analyzed in detail by the competent authority, a decision is taken as to the appropriateness of performing the activity being assessed, determining the conditions and measures necessary for adequately protecting the environment and the natural resources associated with the project.
In accordance with prevailing legislation, the Company maintains control over the extent of contamination it produces and implements an appropriate waste disposal policy.
In addition to group entities, jointly controlled entities, and associates, the Company's related parties also include its directors and senior management (including close family members) as well as those entities over which they may exercise control or significant influence.
At 2019 and 2018 year end, the debit and credit balances held with related parties are broken down as follows:
| Parent company |
Other group companies |
Total | |
|---|---|---|---|
| Assets | |||
| Clients | - | 16,178,806 | 16,178,806 |
| Accounts receivable from group companies |
- | 14,111,199 | 14,111,199 |
| - | 30,290,005 | 30,290,005 | |
| Liabilities | |||
| Suppliers | - | 5,436 | 5,436 |
| Borrowings from group companies | - | 242,988 | 242,988 |
| - | 248,424 | 248,424 |
| Parent company |
Other group companies |
Total | |
|---|---|---|---|
| Assets | |||
| Clients | - | 16,062,110 | 16,062,110 |
| Accounts receivable from group companies | - | 3,304,745 | 3,304,745 |
| - | 19,366,855 | 19,366,855 | |
| Liabilities | |||
| Suppliers | - | 27,759 | 27,759 |
| Borrowings from group companies (Note 14) |
316,735 | 2,456,984 | 2,773,719 |
| 316,735 | 2,484,743 | 2,801,478 |
The balances with related parties at December 31, 2019 and 2018 are comprised of the following:
The breakdown of transactions performed with related parties in 2019 and 2018 is as follows:
| Parent company |
Other group companies |
Key management personnel |
Total | |
|---|---|---|---|---|
| Income | - | 56,070,833 | - | 56,070,833 |
| Sales | - | 54,625,015 | - | 54,625,015 |
| Other current operating income | - | 1,006,106 | - | 1,006,106 |
| Accrued interest | - | 439,712 | - | 439,712 |
| Expenses | 119,922 | 1,568,294 | 1,374,521 | 3,062,737 |
| Cost of sales | 1,336,534 | - | 1,336,534 | |
| Services received | 119,922 | 231,760 | - | 351,682 |
| Remuneration | - | - | 1,374,521 | 1,374,521 |
The transactions with related parties carried out during 2019 relate to the normal course of the Company's business and were generally carried out on an arm's length basis. The most significant transactions were the following:
Year ended December 31, 2018
| Parent company |
Other group companies |
Key management personnel |
Total | |
|---|---|---|---|---|
| Income | - | 20,251,088 | - | 20,251,088 |
| Sales | - | 19,616,911 | - | 19,616,911 |
| Other current operating income | - | 537,384 | - | 537,384 |
| Accrued interest | - | 96,793 | - | 96,793 |
| Expenses | - | 250,787 | 292,168 | 542,955 |
| Services received | - | 250,787 | - | 250,787 |
| Remuneration | - | - | 292,168 | 292,168 |
The transactions with related parties carried out during 2018 relate to the normal course of the Company's business and were generally carried out on an arm's length basis. The most significant transactions were the following:
During 2019 and 2018 the Company did not extend its directors any advances or credit, nor did it assume any obligations on their behalf by way of guarantees extended. Likewise, the Company has no pension or life insurance commitments for any of its current or former directors.
The directors and senior management received remuneration as per the following breakdown:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Type of remuneration | Board of Directors |
Senior management |
Board of Directors |
Senior management |
| Fixed remuneration | 202,286 | 457,645 | 198,000 | 90,000 |
| Compensation in kind | 7,401 | 707,189 | - | 4,168 |
| Total | 209,687 | 1,164,834 | 198,000 | 94,168 |
The breakdown of remuneration for the Board of Directors in 2019 and 2018 is as follows:
| Counselor | Position | 2019 | 2018 | ||
|---|---|---|---|---|---|
| Fixed remuneration |
Compensation in kind |
Fixed remuneration |
Compensation in kind |
||
| D. David Ruiz de Andres |
President/ CEO |
120,000 | 7,401 | 120,000 | - |
| D. Florentino Vivancos Gasset |
Board member |
31,736 | - | 30,000 | - |
| Dna. Ana Peralta Moreno |
Vocal | 30,000 | - | 30,000 | - |
| D. Nicolas Bergareche Mendoza |
Vocal | 18,000 | - | 18,000 | - |
| Dila. Maria del Rocio Hortiguela Esturillo |
Vocal | 2,550 | - | - | |
| TOTAL | 202.286 | 7,401 | 198,000 | - |
As indicated in Note 4.13, the incentive plan approved for the directors, executives, employees, and key collaborators of Grenergy was exclusively offered to the employees and key collaborators of the Company and none of the directors or senior management.
The directors of the Company are covered by a civil liability policy for which the Company disbursed 19 and 3 thousand euros in 2019 and 2018, respectively.
At the date of authorization of these financial statements none of the members of the Board of Directors disclosed any conflicts of interest, direct or indirect, with those of the Company in connection with said members themselves or any persons to whom article 231 of the Spanish Corporate Enterprises Act refers.
The activities of the Company are exposed to various financial risks: market risk (including exchange rate risk) and liquidity risk. The Company's risk management is focused on the uncertainty of financial markets and attempts to minimize the potentially adverse effects on its profitability, using certain financial instruments for this purpose, described further on in the notes.
The market in which the Company operates is related to the sector for production and commercialization of renewable energies. It is for this reason that the factors which influence said market positively and negatively can affect the Company's performance.
Market risk in the electricity sector is based on a complex price formation process in each of the markets in which the Company performs its business activities.
In general, the price of products offered in the sector of renewable energies contains a regulated component as well as a market component. The first is controlled by the competent authorities of each country or market and can vary whenever said authorities consider it appropriate and necessary, resulting in an obligation for all market agents to adapt to the new circumstances. The cost of energy production would be affected as well as distribution to networks, thereby also affecting the price paid by the Company's clients, either with respect to the negotiation of purchase-sales prices for its projects or price formation in the wholesale market ("merchant"), or under the Power Purchase Agreements ("PPAs").
As far as the market component is concerned, there is the risk that the competitors of Grenergy, both for renewable energies as well as for conventional energies, may be able to offer lower prices, generating competition in the market which, via pricing, may endanger the stability of the Grenergy client portfolio and could thereby provoke a substantial negative impact on its activities, results, and financial position.
At any rate, as the performance of said sector varies significantly from country to country and continent to continent, three years ago the Group initiated a geographical diversification process, breaking into markets outside Spain (currently the Group is present in Spain, Chile, Mexico, Colombia, Argentina, and Peru), thereby reducing this type of risk even more. At present, all the efforts being made by Grenergy are focused on further developing the projects it owns in these countries.
The Company designs, develops, executes, and promotes large scale renewable energy projects, certified by TÜV Rheinland. Its integrated quality management system (ISO9001) and environmental management system (ISO 14001) systematize the identification of each project's requirements in terms of quality, safety, and efficiency for each of the phases of said projects.
With respect to those projects for which Grenergy performs its O&M and AM services, credit risk arises from non-compliance with the recurring payment obligations of the clients party to said contracts, in spite of the fact that these contracts generally foresee quarterly commission payments and payments 30 days subsequent to the issuing of invoices.
The percentage of allowances for insolvencies was zero for 2019.
GRENERGY performs a large part of its economic activities abroad and outside the European market, specifically, in Chile, Peru, Argentina, Mexico, and Colombia. At December 31, 2019 practically all Grenergy revenue was denominated in currencies other than the euro, specifically, the US dollar. Likewise, a large part of the expenses and investments, mainly corresponding to expenses incurred for consumables required in construction activities and investments in development projects, were also denominated in US dollars.
As a consequence of the fluctuations in the value of the US dollar with respect to the euro, and to the extent that the Group does not at present have any mechanisms or hedging agreements for mitigating exchange rate risks, Grenergy could suffer a negative impact.
Liquidity risk refers to the possibility that the Company may not be able to meet its financial commitments in the short term. As the Company's business is capital intensive and involves long term debt, it is important for the Company to analyze the cash flows generated by the business so that it can fulfill its debt payment obligations, both financial and commercial.
Liquidity risk arises from the financing needs of Grenergy's activities due to the time lag between requirements being met and the generation of funds. The management of this risk by the Company is based on the rapid rotation of projects, thus allowing it to obtain significant cash flows, subsequently reinvesting them in new projects, and the availability of working capital facilities and credit financing with different financial entities for operations abroad.
As the Company has no significant financial commitments in the short term, at the date of authorization of these financial statements, the cash flows generated in the short term by the Company are sufficient to meet the maturities of financial and commercial debt in the short term.
The changes in variable interest rates (e.g. EURIBOR) alter the future flows of assets and liabilities referenced to such rates, especially short and long-term financial debt. The objective of Grenergy's interest rate risk management policy is to achieve a balanced structure of financial debt with a view to reducing the financial cost of debt to the extent possible.
At 2019 year end, the Company held guarantees and sureties with respect to third parties in the amount of 45,286,171 euros, mainly guarantees for the presentation of tenders and participation in auctions for renewable energies (9,016,949 euros at 2018 year end).
The audit company Ernst & Young, S.L. performed the audit of the annual accounts for 2019, charging the following fees for professional services:
| 2019 | |
|---|---|
| Audit services: | 99,250 |
| Other audit-related services: | 32,500 |
| Total | 131,750 |
The audit company Mazars Auditores, S.L.P. carried out the audit of the annual accounts for 2018, charging the following fees for professional services:
| 2018 | |
|---|---|
| Audit services: | 50,800 |
| Other audit-related services: | - |
| Total | 50,800 |
The above amounts include all audit-related fees for 2019 and 2018, irrespective of the invoice date.
The geographical distribution of revenue for 2019 and 2018 is as follows:
| 2019 | 2018 | |
|---|---|---|
| Chile | 52,062,657 | 23,304,156 |
| Spain | 237,097 | 231,671 |
| Peru | 2,562,358 | - |
| Total | 54,862,112 | 23,535,827 |
No significant events took place from December 31, 2019 to the date on which the Company's Board of Directors authorized these financial statements that require disclosure.
These Annual Accounts are presented on the basis of accounting principles generally accepted in Spain. Consequently, certain accounting practices applied by the Company, may not conform to general accepted principles in other countries.
| (Amounts in Euros) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights Balances at 12.31.19 |
Share | ||||||||||||||||
| Company name | Registered address |
Activity | Direct Indirect Total | Company name |
Registered address |
Activity | capital Direct |
Reserves Other equity items |
Operating profit |
Profit for the year Continuing operations |
Discontinued operations |
Total equity of the investee |
|||||
| GREENHOUSE SOLAR FIELDS, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.006 | - | 3.006 | 3.006 | (576) | - | (150) | (113) | - | 2.317 | ||
| GREENHOUSE SOLAR ENERGY, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.006 | - | 3.006 | 3.006 | (414) | - | (150) | (113) | - | 2.479 | ||
| GREENHOUSE RENEWABLE ENERGY, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.006 | - | 3.006 | 3.006 | (299) | - | (150) | (113) | - | 2.594 | ||
| GUIA DE ISORA SOLAR 2, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 1.565 | - | 1.565 | 3.100 | (6.592) | - | (395) | (296) | - | (3.788) | ||
| GR SOLAR 2020, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (1.901) | - | (4) | (3) | - | 1.096 | ||
| GR SUN SPAIN, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (2.505) | - | - | - | - | 495 | ||
| GR EQUITY WIND AND SOLAR, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | 273.911 | - | (154) | 13.219 | - | 290.130 | ||
| LEVEL FOTOVOLTAICA S.L. | Spain | Production of renewable electric energy (inactive company) |
50% | - | 50% | 1.504 | - | 1.504 | 3.008 (322.662) | - | (4.860) | (4.893) | - | (324.547) | |||
| GR BAÑUELA RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (617) | - | - | - | - | 2.383 | ||
| GR TURBON RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (611) | - | - | - | - | 2.389 | ||
| GR AITANA RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (593) | - | - | - | - | 2.407 | ||
| GR ASPE RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (620) | - | - | - | - | 2.380 | ||
| VIATRES RENEWABLE ENERGY, S.L. | Spain | Production of renewable electric energy (inactive company) |
40% | - | 40% | 1.200 | - | 1.200 | 3.000 | - | - | - | - | - | 3.000 | ||
| EIDEN RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (349) | - | - | - | - | 2.651 | ||
| CHAMBO RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (349) | - | - | - | - | 2.651 | ||
| MAMBAR RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (348) | - | - | - | - | 2.652 | ||
| EL AGUILA RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (289) | - | - | - | - | 2.711 | ||
| EUGABA RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (368) | - | 389 | 292 | - | 2.924 | ||
| TAKE RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | (391) | - | 414 | 311 | - | 2.920 |
| (Amounts in Euros) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balances at 12.31.19 | Profit for the year | |||||||||||||
| Company name | Registered address |
Activity | Direct Indirect | Total | Cost | Impairment | Carrying amount |
Share capital |
Reserves Other equity items |
Operating profit |
Continuing operations |
Discontinued operations |
Total equity of the investee |
||
| NEGUA RENOVABLES, S.L. | Spain | Production of renewable electric energy |
100% | - | 100% | 3.000 | - | 3.000 | 3.000 | 575 | - | (533) | (399) | - | 3.176 |
| GR SISON RENOVABLES, S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR PORRON RENOVABLES, S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR BISBITA RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR AVUTARDA RENOVABLES, S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR COLIMBO RENOVABLES, S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR MANDARIN RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR DANICO RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR CHARRAN RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR CERCETA RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR CALAMON RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR CORMORAN RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR GARCILLA RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR LAUNICO RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR MALVASIA RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR MARTINETA RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GR FAISAN RENOVABLES S.L.U. | Spain | Production of renewable electric energy (inactive company) |
100% | - | 100% | 3.000 (3.000) |
- | - | - | - | - | - | - | - | - |
| GRENERGY PACIFIC LTDA | Chile | Production of renewable electric energy (inactive company) |
99,9% | - | 99,9% | 43.150 | - | 43.150 | 35.732 1.289.309 | (141.875) | 517.350 | 69.501 | - | 1.252.667 | |
| GR PEUMO, S.P.A. | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.408 (1.408) |
- | - | - | - | - | - | - | - | - |
| GR QUEULE, S.P.A. | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.408 (1.408) |
- | - | - | - | - | - | - | - | - |
| (Amounts in Euros) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balances at 12.31.19 | Profit for the year | |||||||||||||
| Company name | Registered address |
Activity | Direct Indirect | Total | Cost | Impairment | Carrying amount |
Share capital |
Reserves | Other equity items |
Operating profit |
Continuing operations |
Discontinued operations |
Total equity of the investee |
|
| GR MAITEN, S.P.A. | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.408 (1.408) |
- | - | - | - | - | - | - | - | - |
| GR ALGARROBO S.P.A | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.303 (1.303) |
- | - | - | - | - | - | - | - | - |
| GR PACIFIC CHILOE SPA | Chile | Production of renewable electric energy (inactive company) |
- | 98% | 98,0% | 917 (917) |
- | - | - | - | - | - | - | - | - |
| GR PACIFIC OVALLE, SPA | Chile | Production of renewable electric energy (inactive company) |
- | 98% | 98,0% | 1.357 (1.357) |
- | - | 970.530 (962.949) | - | 168 | (20) | - | 7.561 | |
| GR PIMIENTO, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR CHAÑAR, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR CARZA, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR PILO, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR LÚCUMO, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR PITAO, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR LLEUQUE, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR NOTRO, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR LENGA, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR TEPÚ, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR LUMILLA, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR TOROMIRO, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR PACAMA,S PA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR TEMO, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR RULI, SPA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.357 (1.357) |
- | - | - | - | - | - | - | - | - |
| GR POLPAICO PACIFIC, SPA | Chile | Production of renewable electric energy (inactive company) |
- | 98% | 98,0% | 1.314 (1.314) |
- | - | - | - | - | - | - | - | - |
| GR Roble SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | - | - | - | - | - | - | - |
| % capital - voting rights | Balances at 12.31.19 | (Amounts in Euros) | Profit for the year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Registered address |
Activity | Direct Indirect | Total | Cost | Impairment | Carrying amount |
Share capital |
Reserves | Other equity items |
Operating profit |
Continuing operations |
Discontinued operations |
Total equity of the investee |
|
| GR Guindo SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | 1.191 | (119) | - | (21.366) | (21.366) | - | (20.294) |
| GR Raulí SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | - | - | - | - | - | - | - |
| GR Manzano SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | - | - | - | - | - | - | - |
| GR Naranjillo SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | - | - | - | - | - | - | - |
| GR Mañio SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | - | - | - | - | - | - | - |
| GR Tara SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | - | - | - | - | - | - | - |
| GR Ciprés SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | - | - | - | - | - | - | - |
| GR Ulmo SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | - | - | - | - | - | - | - |
| GR Hualo SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.441 (1.441) |
- | - | - | - | - | - | - | - | - |
| GR Sauce SpA | Chile | Production of renewable electric energy | 100% | - | 100,0% | 1.441 (1.441) |
- | - | 1.191 | (358) | - | 2.207 | (12.804) | - | (11.971) |
| GR Huacano SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Corcolén SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Luma SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Fuinque SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Piñol SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Queñoa SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Tayú Spa | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Petra SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Corontillo SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Liun SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| GR Kewiña SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - |
| (Amounts in Euros) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights Balances at 12.31.19 |
Profit for the year | |||||||||||||||
| Company name | Registered address |
Activity | Direct Indirect | Total | Cost | Impairment | Carrying amount |
Share capital |
Reserves | Other equity items |
Operating profit |
Continuing operations |
Discontinued operations |
Total equity of the investee |
||
| GR Frangel SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - | |
| GR Maqui SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - | |
| GR Petrillo SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - | |
| GR Tepa SpA | Chile | Production of renewable electric energy (inactive company) |
100% | - | 100,0% | 1.258 (1.258) |
- | - | - | - | - | - | - | - | - | |
| Grenergy OPEX SpA | Chile | Operation and maintenance of renewable energy plants |
100% | - | 100,0% | 1.258 | - | 1.258 | 1.191 | - | - | 102.141 | 73.471 | - | 74.662 | |
| Parque Eólico Quillagua SpA | Chile | Operation and maintenance of renewable energy plants |
100% | - | 100,0% | 14.907.246 | - | 14.907.246 | 19.343.306 (1.531.547) | (477.733) | 79.340 | (298.699) | - | 17.035.327 | ||
| GRENERGY PERU SAC | Peru | Production of renewable electric energy 99% | - | 99% | 275 | - | 275 | 275 | (810.720) | - | 603.265 | 639.558 | - | (170.887) | ||
| GR JULIACA, S.A.C. | Peru | Production of renewable electric energy (inactive company) |
100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |
| GR HUAMBOS, S.A.C. | Peru | Production of renewable electric energy (inactive company) |
100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |
| GR APORIC, S.A.C. | Peru | Production of renewable electric energy (inactive company) |
100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |
| GR BAYONAR, S.A.C. | Peru | Production of renewable electric energy (inactive company) |
100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |
| GR VALE S.A.C. | Peru | Production of renewable electric energy (inactive company) |
100% | - | 100% | 255 | - | 255 | 255 | - | - | - | - | - | 255 | |
| GR CORTARRAMA S.A.C. | Peru | Production of renewable electric energy (inactive company) |
100% | - | 100% | 278 (278) |
- | - | - | - | - | - | - | - | - | |
| GR GUANACO S.A.C. | Peru | Production of renewable electric energy (inactive company) |
100% | - | 100% | 278 (278) |
- | - | - | - | - | - | - | - | - | |
| GR TARUCA S.A.C. | Peru | Production of renewable electric energy 90% | - | 90% | 2.862.143 | - | 2.862.143 | 3.229.815 | 96.067 | - | (34.044) | 56.849 | - | 3.382.731 | ||
| GR PAINO S.A.C. | Peru | Production of renewable electric energy | 90% | - | 90% | 2.872.698 | - | 2.872.698 | 3.241.615 | 96.147 | - | (27.555) | 38.471 | - | 3.376.233 | |
| GR PAICHE S.A.C. | Peru | Production of renewable electric energy (inactive company) |
100% | - | 100% | 278 (278) |
- | - | - | - | - | - | - | - | - | |
| GR LIBLANCA S.A.C. | Peru | Production of renewable electric energy (inactive company) |
100% | - | 100% | 278 (278) |
- | - | - | - | - | - | - | - | - | |
| GR RENOVABLES MÉXICO | Mexico | Promotion and construction of electric energy installations |
98% | - | 98% | 2.843 | - | 2.843 | 2.358 (1.505.453) | - | (91.217) | (46.006) | - | (1.549.101) | ||
| GREENHUB S.L. DE C.V. | Mexico | Production of renewable electric energy | 20% | 80% | 100% | 17.799 | - | 17.799 | 96.684 | 2.325 | - | (30.483) | (30.483) | - | 68.526 |
| (Amounts in Euros) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % capital - voting rights | Balances at 12.31.19 | Other | Profit for the year | Total equity | |||||||||||
| Company name | Registered address | Activity | Direct Indirect | Total | Cost | Impairment | Carrying amount |
Share capital |
Reserves | equity items |
Operating profit |
Continuing operations |
Discontinued operations |
of the investee |
|
| FAILO 3 SACV | Mexico | Production of renewable electric energy (inactive company) | - | 50% | 50% | - | - | - | 15.311 | (16.361) | - | - | - | - | (1.050) |
| ASTILO 1 SOLAR, SACV | Mexico | Production of renewable electric energy (inactive company) | - | 99,99% 99,99% | 2.790 (2.790) |
- | - | 2.358 | (28.637) | - | - | - | - | (26.279) | |
| CRISON 2 SOLAR, SACV | Mexico | Production of renewable electric energy (inactive company) | - | 99,99% 99,99% | 2.790 (2.790) |
- | - | 2.358 | (2.279) | - | - | - | - | 79 | |
| MESO 4 SOLAR, SACV | Mexico | Production of renewable electric energy (inactive company) | - | 99,99% 99,99% | 2.790 (2.790) |
- | - | 2.358 | (25.281) | - | - | - | - | (22.923) | |
| ORSIPO 5 SOLAR, SACV | Mexico | Production of renewable electric energy | - | 99,99% 99,99% | 2.790 (2.790) |
- | - | 2.351 | 5.950 | - | (795) | (27.472) | - | (19.171) | |
| MIRGACA 6 SOLAR, SACV | Mexico | Production of renewable electric energy (inactive company) | - | 99,99% 99,99% | 2.790 (2.790) |
- | - | 2.358 | (436) | - | - | - | - | 1.922 | |
| GRENERGY COLOMBIA S.A.S. | Colombia | Promotion and construction of electric energy installations | 100% | - | 100% | 270.237 | - | 270.237 | 261.720 (109.038) | - | (21.559) | 16.966 | - | 169.648 | |
| GRENERGY ATLANTIC, S.A.U. | Argentína | Promotion and construction of electric energy installations | 100% | - | 100% | 103.629 | - | 103.629 | 101.644 | (62.294) | - | (155.654) | (266.344) | - | (226.994) |
| KOSTEN S.A. | Argentína | Production of renewable electric energy; promotion and construction of electric energy installations |
100% | - | 100% | 8.158.807 | - | 8.158.807 | 5.548.811 | 45.291 | - | (299.416) | (2.130.535) | - | 3.463.567 |
(*) Exchange rate applied at closing of 12.31.2019, with average rates applied to the 2019 income statement. 29.296.646
(**) Audited financial statements
| Category | 2019 |
|---|---|
| Directors and Senior Management Department directors Other |
7 8 28 |
| Total | 43 |
One of the characteristic phases in the development of a renewable energy project, whether solar or wind, is the performance of environmental impact studies and issuing of environmental impact statements for particular installations. The main objective in said studies and statements is to measure and reduce the real impact on the environment arising from execution of any project.
The main entities responsible for preventing deterioration of the environment are the competent authorities of the different countries in which Grenergy operates. Thus, assessment of the environmental impact of any activity allows the Company to introduce an environmental dimension to the design and execution of the projects and activities which it performs in each country. This assessment allows for certification that the initiatives, both in the private and public sectors, are in compliance with the applicable environmental requirements.
Though there are various types of environmental impact, they can mainly be classified into three different types in accordance with their origin: (i) environmental impact provoked by the use of natural resources; (ii) environmental impact provoked by contamination; and (iii) environmental impact provoked by the occupation of land.
The projects performed by Grenergy are in general affected mainly by the environmental impact provoked by occupation of land. Thus, at the outset of any project, land is searched for and located whose essential characteristics will not be modified by execution of the project in question or which may even be improved from an environmental point of view.
Another type of environmental impact which may have an effect on the Company's PP&E is the contamination from the machinery sometimes used by Grenergy in performing its activity. Consequently, the persons in charge of executing any phase of developing a project will always try to optimize the organization of teams, adapting it to the terrain.
Based on each project, Grenergy contracts different consultants and engineers specialized in performing environmental impact studies, which are subsequently reviewed by the competent authorities. Once said study has been analyzed in detail by the competent authority, a decision is taken as to the appropriateness of performing the activity being assessed, determining the conditions and measures necessary for adequately protecting the environment and the natural resources associated with the project.
In accordance with prevailing legislation, the Company maintains control over the extent of contamination it produces and implements an appropriate waste disposal policy.
The Company did not capitalize any amounts relating to R&D investments in 2019.
The possibility of acquiring treasury shares was authorized by the shareholder meeting held on May 19, 2015, permitting acquisition of up to 2,000,000 shares at a price ranging from 0.01 to 5 euros during a period of five years, counting from said date, in order to meet the requirements of the incentive plan for directors, executives, employees, and collaborators, itself designed to motivate and retain its key personnel.
On February 3, 2016 the Board of Directors agreed to purchase shares of Grenergy Renovables, S.A. for its treasury share portfolio, up to a limit of 0.8% of its share capital (equivalent to 181,818 shares), in order for the Company to be able to grant the share options to its executives and employees.
At the date of authorization of the 2019 financial statements, Grenergy Renovables, S.A. has a treasury share portfolio comprised of 556,815 shares.
The Company's management of financial risks is centralized in Financial Management, which has established the necessary mechanisms to control exposure to credit and liquidity risk. Note 21.1 describes the most significant financial risks affecting Grenergy. At 2019 year end, Grenergy had not contracted any financial product which could be considered a risk.
In compliance with Law 31/2014 of December 3, modifying the third additional provision, "Disclosure requirements," of Law 15/2010 of July 5, the Company declared an average supplier payment term of 52.92 days.
The results obtained during the year by Grenergy Renovables, S.A. amount to 7,182,026 euros, of which 6,943,584 euros will be allocated to voluntary reserves and 238,442 euros will be allocated to the capitalization reserve.
We would like to thank our clients for their confidence in our business, our strategic suppliers and partners with whom we have been working for their constant support, our investors who have deposited their trust in Grenergy, and, especially, the collaborators and employees of this company, as without their efforts and dedication it would have been difficult to reach the objectives set or achieve the results obtained.
The financial statements and management report for 2019 were approved by the Board of Directors of GRENERGY RENOVABLES, S.A. in its meeting on February 26, 2020, for the purpose of submission for verification by the auditors and subsequent approval by the shareholders in general meeting.
Mr. Florentino Vivancos Gasset is authorized to sign all pages comprising the financial statements and management report for FY 2019.
| Signed in the original report issued in Spanish | Signed in the original report issued in Spanish |
|---|---|
| Mr. David Ruiz de Andrés (Chief Executive Officer) |
Mr. Antonio Jiménez Alarcón (Board Member) |
| Signed in the original report issued in Spanish | Signed in the original report issued in Spanish |
| Mr. Florentino Vivancos Gasset (Board Member) |
Ms. Ana Peralta Moreno (Board Member) |
| Signed in the original report issued in Spanish | Signed in the original report issued in Spanish |
(Board Member) (Board Member)
Mr. Nicolás Bergareche Mendoza Ms. María del Rocío Hortigüela Esturillo
With regard to the annual separate and consolidated financial statements of Grenergy Renovables, S.A. for 2019, and in accordance with Article 8 of Royal Legislative Decree 4/2015, of October 23, which enacts the consolidated text of the Securities Market Law, the members of the Board of Directors hereby state:
That, to the best of their knowledge, the annual financial statements, prepared in accordance with applicable accounting principles, provide a true and fair view of the financial position and profit and loss of Grenergy Renovables, S.A. and the undertakings included in the consolidation, taken as a whole, and that the directors' report includes a fair view of the development and performance of the businesses and the position of the Grenergy Renovables, S.A. and the undertakings in the consolidation, taken as a whole, together with a description of the principal risks and uncertainties that they face.
Statement issued by the Board of Directors of GRENERGY RENOVABLES, S.A. on February 26, 2020 for the purpose of authorizing the separate and 2019 consolidated financial statements.
(Chief Executive Officer) (Board Member)
__________________________ ________________________________ Mr. David Ruiz de Andrés Mr. Antonio Jiménez Alarcón
__________________________ ________________________________ Mr. Florentino Vivancos Gasset Ms. Ana Peralta Moreno (Board Member) (Board Member)
(Board Member) (Board Member)
___________________________ _________________________________ Mr. Nicolás Bergareche Mendoza Ms. María del Rocío Hortigüela Esturillo
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