VI. P OTESTAD CUASIEPISCOPAL
3. Exclusión de la doble capitalidad episcopal
Final determination of entry fair values of Breeze Two Energy’s assets and liabilities was performed in compliance with the provisions of IFRS 3R. The works involved:
non-current assets (tangible and intangible assets); provisions for dismantling;
financial liabilities; and deferred taxes.
Non-current assets were valued through assessment techniques based on the revenue. Indeed, based on the future cash flows of each of the consolidated wind farms, the Group calculated an enterprise value which was used as a basis for reassessment of tangible and intangible assets. As far as IFRS 13 is concerned, these data are level 3 data.
Provisions for dismantling were recalculated and updated as at the acquisition date, with the parameters used by the Group. Financial debt relating to Class A and B bonds is subject to a valuation based on future discounted cash flows (use of level 3 observable data). The Class C bond financial debt is valued based on the basis of the transaction performed by the Group.
The contribution of Breeze Two Energy to the main items in the income statement is as follows:
NOTE 7 PRO FORMA INFORMATION
Description of the transaction
Elements relating to the business combination between the Group and Breeze Two Energy are described in note 4 “Main events of the fiscal year” hereof.
Intangible assets 7,997 7,663 15,660
Tangible assets 194,410 41,345 235,755
Financial assets 2,861 2,861
Trade and other receiv ables 7,023 7,023
Other current assets 5,606 5,606
Cash and cash equiv alents 25,227 25,227
Prov isions (1,924) (6,481) (8,405)
Deferred tax es - Liabilities 21,193 (60,717) (39,524) Financial liabilities (472,019) 223,593 (248,426) Other non-current liabilities (2,022) (2,022) Trade and other pay ables (6,375) (6,375) Tax and social security liabilities (409) (409)
TOTAL NET CONSOLIDATED ASSETS (239,626) 63,720 162,877 (13,029)
Non-controlling interests (13,029)
Fair value of consolidated assets and liabilities
(in thousand euros)
Breeze Two Energy (local GAAP)
Asset fair value adjustment
Financial debt revaluation
(in thousand euros) 2013/12/31
Revenue 38,507
Operating income 10,683
Financial income (11,377)
5.
FINANCIAL STATEMENTS
Establishment assumptionsConsolidated pro forma financial information is established in thousand euros and reflects the combination of THEOLIA and Breeze Two Energy using the acquisition method.
The summarized consolidated pro forma income statement for the year 2013 was drafted as if control over Breeze Two Energy had been taken on January 1.
Pro forma financial information is only shown for information purposes and does not constitute a presentation of the results of the Group’s operational activity or its financial position, resulting from the operation, had it been performed on January 1, 2013. They are neither presenting the results of the Group’s future operational activity or financial position.
Only the pro forma adjustments directly related to the combination operation and which may be documented and assessed in a reliable manner are taken into account. Pro forma financial information does not integrate any cost savings or other synergies which could result from the integration of Breeze Two Energy in the consolidation scope.
Pro forma financial information was prepared based on the Group’s audited IFRS consolidated financial statements as at December 31, 2013, Breeze Two Energy’s audited financial statements as at December 31, 2013 and Breeze Two Energy’s financial statements as at January 31, 2013. They must be interpreted in connection with these financial statements.
The pro forma information as at December 31, 2013 shown hereunder was established according to the following work assumptions:
income statement for the THEOLIA Group (history data) integrating:
• income statement (12 months) for the THEOLIA Group excluding Breeze Two Energy;
• income statement (11 months) for Breeze Two Energy consolidated according to the Group’s accounting principles;
FINANCIAL STATEMENTS
5.
(in thousand euros)
Revenue 95,447 4,280 99,727
Change in inv entories of finished goods and w ork in progress (5,941) (15) (5,956)
Ex ternal ex penses (30,891) (932) (31,823)
Tax (1,863) (22) (1,885)
Staff costs (9,607) (9) (9,616)
Operating prov isions 2,390 - 2,390
Other operating income and ex penses 1,040 4 1,045
EBITDA 50,575 3,306 53,882
Amortization (35,300) (1,393) (36,693)
Current prov isions 341 - 341
Current operating income 15,616 1,913 17,529
Non-current prov isions (2,084) - (2,084)
Other non-current income and ex penses (1,982) 0 (1,982)
Share in income of associates (4) - (4)
Operating income (before impairment) 11,547 1,913 13,460
Impairment (16,004) - (16,004)
Operating income (after impairment) (4,458) 1,913 (2,545)
Cost of net financial debt (39,311) (1,550) (40,861)
Other financial income 7,851 360 8,211
Other financial ex penses (7,961) (732) (8,693)
Financial income (39,421) (1,922) (41,343)
Corporate tax ex penses (2,519) (77) (2,596)
Net income from continuing operations (46,399) (86) (46,484)
Net income for the y ear from discontinued activ ities 1,111 - 1,111
NET INCOME OF THE CONSOLIDATED GROUP (45,286) (86) (45,373)
of w hich Group share (41,210) - (41,210)
of w hich non-controlling interests (4,076) (86) (4,161)
THEOLIA Group (published) THEOLIA Group pro forma Breeze Two Energy adjusted
5.
FINANCIAL STATEMENTS
NOTE 8 SECTOR INFORMATION
Sector information shown is based on the internal reporting to the main operational decision-maker.
As at December 31, 2013
As at December 31, 2012 Income statement
(in thousand euros)
Rev enue France 19,302 1,022 695 21,018 Germany 54,055 1,079 5,495 1,110 61,739 Italy 5,020 130 5,150 Morocco 6,964 6,964 Other countries 576 576 TOTAL 85,340 2,677 6,320 1,110 95,447 EBITDA 58,148 (9,339) 1,957 1,377 (1,568) 50,575
Current operating income 24,621 (9,598) 1,671 614 (1,691) 15,616
Impairment (1,384) (14,084) (536) (16,004)
Non-current prov isions (71) (2,518) 585 (81) (2,084)
Other non-current income and ex penses 250 37 (1,276) (993) (1,982)
OPERATING INCOME 23,417 (26,164) 980 78 (2,769) (4,458)
Wind activities
Non-wind
activity Corporate TOTAL
Sales of electricity for own account
Development,
construction, sale Operation
Income statement (in thousand euros)
Rev enue France 16,036 2,686 585 19,307 Germany 22,231 7,735 5,675 1,376 37,017 Italy 4,513 136 4,650 Morocco 6,534 6,534 Other countries 229 229 TOTAL 49,314 10,786 6,260 1,376 67,736 EBITDA 35,374 (5,927) 3,368 1,248 (1,185) 32,877
Current operating income 20,575 (6,462) 3,281 2,895 (1,525) 18,763
Impairment (1,102) (22,161) (23,262)
Non-current prov isions 69 283 521 0 72 945
Other non-current income and ex penses (17) (21) (953) (143) 561 (573)
Share in income of associates (13) 3,595 3,582
OPERATING INCOME 19,513 (24,765) 2,848 2,752 (892) (545)
Wind activities
Non-wind
activity Corporate TOTAL
Sales of electricity for own account
Development,