CAPITULO III. PRESENTACIÓN Y EVALUACIÓN DE ALTERNATIVAS DE SOLUCIÓN
3.4 E VALUACION ECONOMICA
3.4.1 Costos de implementación
Structure of assets
Intangibles thousand LEI 336 1 260
Tangibles thousand LEI 1 061 214 977 304
Financial assets thousand LEI 343 538 312 064
Current assets thousand LEI 59 980 134 957
Accrued expenses thousand LEI 4 051 3 880
Total 1 469 119 1 429 465
Current liabilities
Stated capital thousand LEI 1 301 010 1 318 035
Short-term debts (amounts to be paid up to one year)
thousand LEI 97 603 35 207
Provisions thousand LEI 70 506 76 223
Pre-paid revenues thousand LEI -
-Total 1 469 119 1 429 465
The turnover is supplemented by revenues from operations in amount of 23 thousand LEI (2018 it was not the case), other operating revenues of 7 887 thousand LEI (2018: 2 813 thousand LEI) and financial revenues of 219 359 thousand LEI (2018: 52 582 thousand LEI) so that the total amount of revenues reported by the Company in 2019 was of 449 707 thousand LEI (2018: de 259 460 thousand LEI).
Indicator UM Financial exercise closed on
December 31st, 2018
Financial exercise closed on December 31st, 2019
Net turnover thousand LEI 204 064 222 438
Total revenues thousand LEI 259 460 449 707
Total expenses thousand LEI 321 034 302 010
Profit/ Loss before taxation thousand LEI (61 574) 147 696
Tax on profit thousand LEI -
-Net profit/ (net Loss) thousand LEI (61 574) 147 696
Here are the main financial and economic indicators:
On December 31st, 2019, the Company had total debts in amount of 35 207 thousand LEI as to 97 603 thousand LEI on December 31st, 2018. They consist of:
■ Commercial debts in amount of 26 903 thousand LEI as to 26 195 thousand LEI on December 31st, 2018;
■ Amounts owed to credit institutions in amount of 10 thousand LEI as to 6 thousand LEI on December 31st, 2018;
■ Loan from related parties and cash pooling, in amount of 7 533 thousand LEI as to 71 205 thousand LEI on December 31st, 2018;
■ Other debts, including fiscal ones and with social insurance in amount of 761 thousand LEI compared to 197 thousand LEI on December 31st, 2018.
On the 31st of December 2019, the Company has provisions in total amount of 76 223 thousand LEI, of which:
■ Provision for decommissioning of 46 245 thousand LEI;
■ Provision for taxes of 29 480 thousand LEI;
■ Provision for performance bonuses of 498 thousand LEI.
MW Team Invest SRL (“The Company”) is a limited liability company registered with the Trade Registry of Bucharest at number J40/ 3253/ 26.03.2010, and having its main office in Bucharest, 2 B Ion Ionescu de la Brad Str, sector 1, level 2, room 3, Romania.
The core activity is „energy generation” - CAEN code 3511, and the secondary activity is „rental and subrental of own or of leased equipment” - CAEN code 6820.
Its sole shareholder, Tomis Team SA, is a fully private joint stock company managed in a two-tier system, established and functioning according to the Romanian legislation in force, with headquarters in Bucharest, 2B Ion Ionescu de la Brad Street, 2nd floor, room 3 sector 1, being registered at the Trade Registry with number J40/
3251/ 26.03.2010 and unique fiscal code 18874690.
Based on the Decision made on February 19th, 2016, the Company’s sole shareholder approved the increase of the share capital for MW Team Invest SRL by 180 100 thousand LEI (equivalent of 40 409 thousand EURO) by converting into shares part of its receivables owned by the sole shareholder, Tomis Team SA, according to the loan agreement from November 28th, 2008. The Company issued 18 010 000 shares, with nominal value of
0.010 thousand LEI each.
Based on the decision of the sole shareholder made on December 9th, 2016, an increase of the share capital was approved, the increase being made with the amount of 203 021 thousand LEI, of which 76 715 thousand LEI by conversion into shares of the receivables owned by Tomis Team SA representing a loan and the afferent interests, respectively 126 306 thousand LEI contribution in cash made by the sole Shareholder, the Company issuing 20 302 146 shares of 0.010 thousand LEI nominal value each.
By decision of the sole shareholder dated 26th of September 2019, it was approved a reduction of the share capital by 168 611 mii LEI, din care 108 611 thousand LEI to cover the book loss cumulated on 31.12.2018, respectively 60 000 thousand LEI repayment to the Sole Shareholder. The reduction of the share capital was made by decreasing the total number of shares from 47 061 599 to 30 200 414 shares, of 0.010 thousand LEI each nominal value.
Following these modifications, on December 31st, 2019, the share capital of MW Team Invest SRL is of 302 004 thousand LEI corresponding to a number of 30 200 414 shares.
The financial statements of MW Team Invest SRL are made in compliance with:
■ The Accountancy Law no. 82/1991 (republished) with the subsequent amendments and supplementations;
■ Order of the Public Finance Minister no. 1802/ 2014 with the subsequent modifications and supplementations.
The financial statements were audited by an independent auditor.
The financial statements fully reflect the Company’s financial status on December 31st, 2019, and the financial performance and cash flows for the year ending on that date, in compliance with the Order of the Public Finance Minister no. 1802/ 2014, with the subsequent modifications and completions and the accounting policies The Company’s total expenses in 2019 in amount of 302 010 thousand LEI (2018: 321 034 thousand LEI) consist of:
■ Operating expenses in amount of 328 589 thousand LEI (2018: 297 334 thousand LEI);
■ Impairment of financial assets representing revenue of 27 187 thousand LEI (2018: impairment of financial assets representing expenses of 22 039 thousand LEI);
■ Expenses with interests and other financial expenses of 608 thousand LEI (2018: 1 661 thousand LEI).
The operating expenses consist of:
■ Expenses with raw materials, other materials, goods, energy and water in amount of 113 555 thousand LEI (2018: 119 793 thousand LEI);
■ Personnel expenses in amount of 3 237 thousand LEI (2018: 2 430 thousand LEI);
■ Impairment of tangibles and intangibles in amount of 95 030 thousand LEI (2018: 95 059 thousand LEI);
■ Expenses with third party services in amount of 98 634 thousand LEI (2018: 75 600 thousand LEI);
■ Expenses with other taxes and assimilated payments of 8 648 thousand LEI (2018: 4 430 thousand LEI);
■ Other expenses in amount of 9 446 thousand LEI (2018: (26 thousand) LEI);
■ Impairment of provisions of 39 thousand LEI (2018: 50 thousand LEI).
In 2019, the Company had no expenses with the tax on profit.
On December 31st, 2019, the Company had net profit of 147 696 thousand LEI (2018: net loss of 61 574 thousand LEI) having current assets in amount of 102 050 thousand LEI (2018: net current debts of 35 258 thousand LEI).
The Company directs its future activity towards the improvement of the efficiency in the maintenance and operation of the wind farm, growth of electricity output by higher efficiency in power generation, by making corrections of nacelle position as well as by finding the most adequate and efficient solutions for energy storage.
The Company’s financial position on December 31st, 2019 respectively 2018 is as follows:
The net book value of the tangibles on December 31st, 2019 is of 313 366 thousand LEI (2018: 343 501 thousand LEI) and it includes: special constructions in amount of 134 584 thousand LEI (2018: 141 958 thousand LEI), technical installations and machinery in amount of 172 531 thousand LEI (2018: 200 729 thousand LEI), tangibles in progress in amount of 4 924 thousand LEI (2018: 802 thousand LEI), other installations, equipment and furniture in amount of 17 thousand LEI (2018: 12 thousand LEI) and pre-paid tangibles in amount of 1 310 thousand LEI
(2018: it was not the case).
The tangibles in progress on December 31st, 2019, mainly represent the value of wind turbines’ components.
UM The financial exercise closed
on December 31st, 2018 The financial exercise closed on December 31st, 2019
Structure of assets
Intangibles thousand LEI 37 7
Tangibles thousand LEI 343 501 313 366
Current assets thousand LEI 50 942 32 983
Accrued expenses thousand LEI 1 454 1 381
Total 395 934 347 738
Current liabilities
Stated capital thousand LEI 369 442 318 121
Short-term debts (up to one year)
thousand LEI 4 088 5 367
Provisions thousand LEI 22 404 24 250
Total 395 934 347 738
The Company has 34 wind turbines with 85 MW total installed capacity.
wind turbines
34 85 MW
installed capacity
The indicator EBITDA was calculated by adding the value adjustments for tangibles and intangibles to the results of operations.
EBITDA in total turnover EBITDA/ Turnover 72.65% 71.38%
EBITDA in stated capital EBITDA/ Stated capital 7.83% 13.29%
Gross profit ratio Gross profit / Turnover 0.28% 14.65%
Capital profitability Net profit / Stated capital 0.03% 2.73%
Activity indicator
Total asset ratio Turnover /Total assets 0.10 0.17
Current ratio Turnover/Current assets 0.78 1.80
Immobilized assets turnover Turnover /Immobilized assets
0.12 0.19
Liquidity indicators
Current ratio Current assets / short-term debt
Debt-to-assets ratio Total debts/total assets 0.01 0.02
Solvency ratio Total assets /Total debts 96.85 67.76
The General Assembly of Shareholders from CEZ a.s. dated June 26th, 2019, voted the Company’s strategy and business priorities for the following years including, among other things, the sale of the assets owned in Bulgaria, Romania, Turkey and partly in Poland.
Consequently, the Company started the process for the identification of the potential investors able to take over and continue the development of part of CEZ operations outside the borders of the country of origin.
For Romania, the companies included in the business area are: Distribuţie Energie Oltenia, CEZ Vânzare, Tomis Team, MW Team Invest, Ovidiu Development, TMK Hydroenergy Power and CEZ Romania. The process was initiated in 2019 and will continue all throughout the year 2020.
Here is the evolution of the main performance indicators:
Indicator UM The financial exercise closed on December 31st, 2018
The financial exercise closed on December 31st, 2019
Net turnover thousand LEI 39 791 59 255
Total revenues thousand LEI 47 461 62 514
Total expenses thousand LEI 47 351 53 836
Profit / (Loss)before taxation thousand LEI (110) 8 679
Tax on profit thousand LEI -
-Net Profit / (Loss) thousand LEI (110) 8 679
Here are the main financial and economic indicators:
The Company’s turnover mainly derives from rental of wind turbines to Tomis Team SA.
To this turnover, other operating revenues will be added. They are in amount of 2 339 thousand LEI
(2018: 7 363 thousand LEI) plus the financial revenues in amount of 921 thousand LEI (2018: 307 thousand LEI).
The total expenses for the year 2019 in amount of 53 836 thousand LEI (2018: 47 351 thousand LEI) are mainly formed of:
■ Expenses with raw materials, other materials and goods in amount of 219 thousand LEI (2018: 2 190 thousand LEI);
■ Personnel expenses in amount of 993 thousand LEI (2018: 414 thousand LEI);
■ Impairment of tangibles and intangibles of 34 091 thousand LEI (2018: 29 095 thousand LEI);
■ Expenses with third party services of 12 265 thousand LEI (2018: 14 412 thousand LEI);
■ Expenses with other taxes and fees in amount of 1 271 thousand LEI (2018: 1 267 thousand LEI);
■ Other expenses in amount of 4 545 thousand LEI (2018: (70) thousand LEI);
■ Financial expenses in amount of 445 thousand LEI (2018: 11 thousand LEI).
In 2019, the Company had no expenses with the tax on profit.
On December 31st, 2019, the Company had a net profit of 8 679 thousand LEI (2018: net profit of 110 thousand LEI) with net current assets of 28 296 thousand LEI (2018: 47 559 thousand LEI).
The profit is generated by: operations in amount of 8 202 thousand LEI (2018: loss from operations of 186 thousand LEI) and financial activities in amount of 476 thousand LEI (2018: loss from financial operations of 296 thousand LEI).
Of the 2019 profit, the amount of 434 thousand LEI was transferred as legal reserve in compliance with the provisions of the Commercial Companies Law.
The Company directs its future actions toward the improvement of its efficiency for the maintenance and operation of At the end of the year 2019, the Company revised the calculations with dismantling and re-arrangement of the
locations and recognized as a provision afferent to such works performed at the 34 turbines, the amount of 14 975 thousand LEI (2018: 13 136 thousand LEI).
The receivables on balance on December 31st, 2019, in amount of 29 043 thousand LEI, are higher in value than in the previous year (2018: 50 908 thousand LEI) and they mainly consist of:
■ Commercial receivables in amount of 17 858 thousand LEI (2018: 7 377 thousand LEI);
■ Amounts to be received from associated entities in amount of 5 387 thousand LEI (2018: 29 774 thousand LEI);
■ Other receivables in amount of 5 798 thousand LEI (2018: 13 756 thousand LEI).
The Company’s debts on December 31st, 2019 are of 5 367 thousand LEI (2018: 4 088 thousand LEI) and mainly consist of:
■ Commercial debts in amount of 1 780 thousand LEI (2018: de 3 086 thousand LEI), of which with affiliated entities/connected parties in amount of 531 thousand LEI (2018: 614 thousand LEI);
■ Other debts, including fiscal ones and debts related to social insurance in amount of 1 621 thousand LEI (2018: 1 001 thousand LEI);
The Company has a provision for decommissioning in amount of 14 975 thousand LEI (2018: 13 136 thousand LEI).
At the end of the year 2019, the Company revised the calculation of the provision for decommissioning based on the new discount rates and diminished the capitalized commission in the assets’ value with the amount of 1 405 thousand LEI.
In 2019, the Company recognized decommissioning costs in its profit and loss account in amount of 433 thousand LEI.
The provision for decommissioning was made based on the agreements concluded by the Company with the land owners stipulating the obligation to bring the land back to its initial condition at the time when the wind farm is decommissioned.
On December 31st, 2019, the Company has a provision for taxes and fees in amount of 9 236 thousand LEI, the estimation being made based on the payment notification issued on January 15th, 2016 by the Fântânele Mayoralty for the building taxes afferent to the wind towers for the period 2010 - 2014, including the delay penalties.
In 2016, based on this notification made by the Mayoralty from Fântânele on January 15th, 2016, the Company made payments for the retroactive amount’s afferent to the tax on buildings for the wind towers, in amount of 5 276 thousand LEI.
The respective amounts were recorded in the balance account „Payments for operations to be clarified” given the fact that the Company contested them in Court.
The provision for bonuses refers to the performance bonuses which the management decided to pay to the employees based on their accomplishment of the performance indicators (KPIs). These bonuses will be paid in the first half of the year 2020.
The Company has implemented the cash pooling facility - a type of liquidity management system, which prevents liquidity risks by physical transfer of funds from accounts belonging to the companies of the Group through a Pool
The financial statements faithfully reflect the Company’s financial status on the 31st of December 2019, and its financial performance and cash flows for the financial year ending on that date, in compliance with the Order of the Public Finance Minister no. 1802/ 2014, with the subsequent amendments and supplementations and with the accounting policies described in the notes to the financial statements
The General Assembly of Shareholders from CEZ a.s. held on June 26th, 2019, voted the CEZ Company’s strategy and business priorities for the years to come, including, among other things, the sale of assets owned in Bulgaria, Romania, Turkey and partly in Poland.
Consequently, it was initiated the process for the identification of the potential investors able to take over and continue the development of part of CEZ operations carried out outside the borders of the country of origin.
For Romania, the companies include in the trading plan the companies: Distribuţie Energie Oltenia, CEZ Vânzare, Tomis Team, MW Team Invest, Ovidiu Development, TMK Hydroenergy Power and CEZ Romania. The process was started in 2019 and will continue throughout the year 2020.
Here is the evolution of the main performance indicators:
Indicator Calculation formula The financial exercise closed on December
EBITDA in total turnover EBITDA/Turnover 26.74% 33.40%
EBITDA in stated capital EBITDA/Stated capital 3.20% 4.65%
Liquidity indicators
Current ratio Current assets/Short term debts 20.36 10.59
Quick ratio (Current Assets-Stocks)/
Short-term debts
20.36 10.59
Risk indicators
General indebtedness Total debts/Total assets 0.01 0.01
Solvency Total assets/Total debts 129.93 153.23
Activity indicators
Asset turnover Turnover/Assets 0.14 0.14
Current assets turnover Turnover/Current assets 0.73 1.90
Total asset turnover Turnover/Total asset 0.11 0.13
Ovidiu Development SRL (“The Company”) is a limited liability company registered at the Bucharest Trade Registry with number J40/ 3252/ 26.03.2010 and headquartered in 2 B Ion Ionescu de la Brad Avenue, level 2, room 1, Bucharest, sector 1, Romania.
The Company’s core activity is ‘Electricity Generation’, CAEN code 3511.
The General Shareholders’ Assembly decided on 11.08.2016 to supplement the Company’s secondary object of activity with services of electricity distribution and trading.
By decision of the General Assembly of Shareholders dated September 26th, 2019, it was approved the reduction of share capital by the amount of 774 816 thousand LEI, of which 444 816 thousand LEI to cover the accounting loss cumulated on 31.12.2018, respectively 330 000 thousand LEI in order to be returned to the Company’s associates.
The reduction of the share capital was made by reducing the total number of shares from 181 617 360 to 104 135 732.
The shareholding structure on December 31st, 2019 is as follows:
CEZ a.s. is a commercial company registered and operating under the Czech Law with its main office in Prague, Duhová 2/1444, postal code 140 53, registered at the Prague Trade Registry with number 45274649, fiscal code CZ45274649.
CEZ Holdings B.V. (formerly CEZ Poland Distribuţion B.V.) is a company established and functioning based on the Law of Holland, with the main office in Hogehilweg 5D, 1101 CA Amsterdam Zuidoost, 1101 CA, registered with the Chamber of Commerce with number 24301380.
The financial statements of the Company Ovidiu Development SRL are made in compliance with:
■ The Accountancy Law no. 82/ 1991 (republished) with the subsequent modifications and completions;
■ The Provisions of the Public Finance Minister’s Order no. 1802/2014 (“OMF1802/2014”) with the subsequent modifications and completions.
The financial statements were audited by an independent auditor.
Balance on December
On December 31st 2019, the Company had tangibles in progress in amount of 14 443 thousand LEI mainly
consisting of parts afferent to wind turbines (2018: 7 140 thousand LEI representing parts afferent to wind turbines of 2 330 thousand LEI and parts of the crane platform in amount of 4 796 thousand LEI). The advance payments for the procurement of the tangibles are in amount of 2 393 thousand LEI (2018: in amount of 4 thousand LEI) for wind turbines parts.
At the end of the year 2019, the Company recognized as decommissioning provision afferent to the 101 wind turbines the amount of 44 484 thousand LEI (2018: 39 021 thousand LEI), following the revising of the calculations with the costs for dismantling and decommissioning.
The gross amount recognized in the value of tangibles is of 39 598 thousand LEI
(2018: 35 423 thousand LEI). The decommissioning provision was made based on the costs estimated by a specialist in this kind of activities and they are updated at the end of each year with the discount rates
communicated by an independent authorized evaluator and also based on the rates of inflation communicated by the National Institute for Statistics.
The current assets on December 31st, 2019 are in amount of 85 447 thousand LEI as to 228 430 thousand LEI on December 31st, 2018 and they are mainly formed of:
■ Commercial receivables in amount of 17 695 thousand LEI as to 15 259 thousand LEI on December 31st, 2018;
■ Receivables afferent to loans from connected parties, and cash pooling, in amount of 47 560 thousand LEI as to 190 148 thousand LEI lon December 31st, 2018;
■ Other receivables including those with the state budget, of 20 144 thousand LEI as to 22 959 thousand LEI on December 31st, 2018;
■ On December 31st, 2019, it reported no stocks, raw materials and consumables (15 thousand LEI on December 31st, 2018);
■ Cash available in bank accounts and petty cash of 48 thousand LEI as to 49 thousand LEI on December 31st, 2018;
The Company’s debts on December 31st, 2019 are of 8 072 thousand LEI (2018: 11 218 thousand LEI) and they consist of:
■ Commercial debts in amount of 7 912 thousand LEI (2018: 11 033 thousand LEI);
■ Other debts including fiscal ones and debts with social insurance in amount of 160 thousand LEI (2018: 185 thousand LEI).
On December 31st, 2019, the Company has provisions in total amount of 62 103 thousand LEI, of which:
■ provision for decommissioning__________________44 483 thousand LEI;
■ provision for taxes ________________17 425 thousand LEI;
■ provision for performance bonus_________195 thousand LEI.
The Company has in balance a provision for taxes and fees made on December 2015, the estimation being made The indicator EBITDA was calculated by adding the tangibles and intangibles impairment to the results from
operations.
On the 31st of December 2019, the Company had current assets of 79 433 thousand LEI as to 219 359 thousand LEI net current assets at the end of the year 2018.
Here is the Company’s financial position on December 31st, 2019, respectively 2018:
The intangibles represent soft licenses for turbine increased production and they were 100% amortized before