la caldera energía - saeta yieldla caldera energía burgos, s.l. abridged financial statements for...
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La Caldera Energía Burgos, S.L. Abridged Financial Statements for the year ended 31 December 2011
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LA CALDERA ENERGÍA BURGOS, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2011 AND 2010
Euros
A S S E T S 2011 2010
NON-CURRENT ASSETS 36,659,576 36,546,739 Property, plant and equipment (Note 5) 33,463,228 35,681,788 Non-current financial investments in Group companies and associates 1,500,000 - . Equity instruments 1,500,000 - Deferred tax assets (Note 13.5) 1,696,348 864,951
CURRENT ASSETS 2,242,837 4,176,091 Trade and other receivables 433,870 780,049 . Trade receivables 432,378 780,011 . Other accounts receivable from public authorities (Note 13.1) 1,492 38 Current financial investments in Group companies and associates 80,920 1,673,389 . Other financial assets (Note 7) 80,920 1,673,389 Current financial investments 1,653,963 889,072 .Current financial assets (Note 6) 1,653,963 889,072 Cash and cash equivalents (Note 8) 74,084 833,581
TOTAL ASSETS 38,902,413 40,722,830
The accompanying Notes 1 to 19 are an integral part of the abridged balance sheet at 31 December 2011.
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LA CALDERA ENERGÍA BURGOS, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2011 AND 2010
Euros
E Q U I T Y A N D L I A B I L I T I E S 2011 2010
EQUITY (Note 10) (3,257,909) (1,317,983) Shareholders' equity (979,162) (89,978) . Share capital 1,008,000 1,008,000 . Previous years’ earnings (1,097,977) (624,264) . Profit/(Loss) for the year (889,185) (473,714) Adjustments for changes in value (2,278,747) (1,228,005) . Hedging transactions (Note 9) (2,278,747) (1,228,005)
NON-CURRENT LIABILITIES 39,165,038 38,951,284 Non-current liabilities (Note 11) 36,151,113 35,676,580 . Bank borrowings 32,895,759 33,922,286 . Derivatives (Note 9) 3,255,354 1,754,294 Non-current payables to Group companies and associates (Note 7) 3,013,925 3,274,704
CURRENT LIABILITIES 2,995,284 3,089,529 Current liabilities (Note 11) 1,259,574 1,736,509 . Bank borrowings 1,259,574 1,736,509 Current payables to Group companies and associates (Note 7) 1,147,058 437,700 . Current payables to Group companies 1,147,058 437,700 Trade and other payables (Note 12) 588,652 915,320 . Payable to suppliers - Group companies (Note 7) 309,516 326,309 . Sundry accounts payable 218,381 589,011 . Other accounts payable to public authorities 60,754 589,011
TOTAL EQUITY AND LIABILITIES 38,902,413 40,722,830
The accompanying Notes 1 to 19 are an integral part of the abridged balance sheet at 31 December 2011.
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LA CALDERA ENERGÍA BURGOS, S.L. ABRIDGED INCOME STATEMENTS FOR THE YEARS ENDED 31 D ECEMBER 2011 AND 2010
Euros
2011 2010
CONTINUING OPERATIONS Revenue (Note 15.1) 3,681,047 4,545,266 Procurements (Note 15.2) (210,146) (748,660) Other operating expenses (Note 15.3) (915,720) (730,557) Depreciation and amortisation charge (Note 5) (2,218,560) (2,218,560)
OPERATING INCOME 336,621 847,489
Finance income (Note 15.4) 84,164 14,689 Finance costs (Note 15.4) (1,691,049) (1,538,912)
FINANCIAL RESULTS (1,606,885) (1,524,223)
PROFIT/(LOSS) BEFORE TAX (1,270,264) (676,734)
Income tax (Note 13.4) 381,079 203,020
PROFIT/(LOSS) FOR THE PERIOD (889,185) (473,714)
The accompanying Notes 1 to 19 are an integral part of the abridged income statement for 2011.
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3
LA CALDERA ENERGÍA BURGOS, S.L. ABRIDGED STATEMENTS OF CHANGES IN EQUITY FOR THE YE ARS ENDED 31 DECEMBER 2011 AND 2010
A) ABRIDGED STATEMENTS OF RECOGNISED INCOME AND EXP ENSE FOR 2011 AND 2010
Euros
2011 2010
A) PROFIT/(LOSS) PER INCOME STATEMENT (889,185) (473,714)
INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY II. Cash flow hedges (2,144,498) (1,394,336) VI. Tax effect 643,349 418,301
B) TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (1,501,149) (976,035)
TRANSFERS TO PROFIT OR LOSS IX. Cash flow hedges 643,438 790,449 XII. Tax effect (193,031) (237,135)
C) TOTAL TRANSFERS TO PROFIT OR LOSS 450,407 553,314
TOTAL RECOGNISED INCOME AND EXPENSE (1,939,927) (896,435) B) ABRIDGED STATEMENTS OF CHANGES IN TOTAL EQUITY F OR 2011 AND 2010
Prior years’ profit/(loss)
Profit/(Loss) for the year
Adjustments for changes
in value
Registered share capital
Total
Beginning balance at 31 December 2010 1,008,000 (624,264) (473,714) (1,228,005) (1,317,983)
Distribution of 2010 profit/(loss) - (473,714) 473,714 - -
Recognised income and expense - - (889,185) (1,050,742) (1,939,927)
Balance at 31 December 2011 1,008,000 (1,097,978) (889,185) (2,278,747) (3,257,909)
Prior years’ profit/(loss)
Profit/(Loss) for the year
Adjustments for changes
in value
Registered share capital
Total
Beginning balance at 31 December 2009 1,008,000 (353,350) (270,914) (805,284) (421,548)
Distribution of 2009 profit/(loss) - (270,914) 270,914 - -
Recognised income and expense - - (473,714) (422,721) (896,435)
Balance at 31 December 2010 1,008,000 (624,264) (473,714) (1,228,005) (1,317,983)
The accompanying Notes 1 to 19 are an integral part of the abridged statement of changes in equity for 2011.
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LA CALDERA ENERGÍA BURGOS, S.L. Abridged Notes to the Financial Statements for the year ended 31 December 2011 1. Company activities
LA CALDERA ENERGÍA BURGOS, S.L. was incorporated as PARQUE EÓLICO SANTA CRUZ DEL TOZO, S.L. on 8 April 2002, as recorded in a public deed executed before Madrid notary Mr. Ignacio Manrique Plaza under number 2,986 of his notary record, and it adopted its current name on 31 August 2005, as recorded in a public deed executed before Madrid notary Mr. José Villaescusa Sanz under number 3,710 of his notary record. The Company's current registered office is at Cardenal Marcelo Spínola, 10, 28016 Madrid. The Company object is specified in Article 2 of the Bylaws as follows: the promotion, construction, exploitation and/or sale of a power plan which produces electricity using wind power in the province of Burgos. The activities listed in this article may be carried out by the Company, either directly or indirectly, and through its ownership of other companies with an identical or similar company object. The wind farm with an electric capacity of 22.5 MW is located in the municipality of Villadiego in the province of Burgos. The farm is comprised of 15 wind turbines. The wind farm entered into service on 19 January 2009 in accordance with the resolution of the Industry, Commerce and Tourism Territorial Service of Burgos. The plant was definitively registered in the administrative registry of special regime production facilities established by Royal Decree 661/2007 in October 2009. The Company did not have its own staff at year end, nor did it have its own staff in 2011. The Company belongs to a group of companies (ACS Group) which is managed in accordance with the Group's criteria. Urbaenergía, S.L. is the primary shareholder of the Company which is in turn 100% owned by the ACS Group company Cobra Gestión de Infraestructuras, S.A. Regulatory Framework The special regime electricity production business in Spain is regulated by Spanish Electricity Industry Law 54/1997, of 27 November, and by the subsequent implementing regulations which are as follows: - Royal Decree 436/2004, in force from 1 April 2004 to 1 June 2007. - Royal Decree 661/2007, in force from 1 June 2007. The remuneration framework supporting renewable energies under the special regime for facilities which were registered in the pre-assignment register at 28 January 2012 is currently regulated by this Royal Decree. This Royal Decree stipulates two tariff regimes for wind-powered facilities; the market price option through a representative where upper limits ("ceilings") and lower limits ("floors") are established at the aggregate price (market price plus the premium) applicable to the sale of energy on the market; and the tariff option in which the regulated tariff is received. The facilities may choose the sale option for periods of no less than one year. Likewise, Royal Decree 661/2007 recognises in its transitional provision one that wind farms, among others, which started up prior to 1 January 2008 have the right to maintain the premiums and incentives established under the previous regime (RD 436/2004, of 12 March) until 31 December 2012 in the market price sale option. - In addition, Royal Decree 6/2009, of 30 April, introduces the pre-assignment system such that it limits the pre-assigned facilities to the amounts and premiums set forth in RD 661/2007, as well as for those established going forward once the objectives of the 2020 Renewable Energies Plan are reached.
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- The objective of Royal Decree 1614/2010, of 7 December, is to modify and regulate matters related to electricity production from solar thermal and wind technologies, in a deficit control scenario. The main developments are the establishment of a limit on the equivalent operating hours entitled to a premium for solar thermal and wind power technologies, the obligation of the solar thermal energy industry to sell at a regulated tariff for the 12 months following the entry into force of the RD, or the start-up of the plant, if it were subsequent thereto and a 35% reduction of the premiums for wind power technology qualifying under RD 661/2007 and for the period between the approval of the RD and 31 December 2012. - On 28 January 2012, Royal Decree-Law 1/2012 (RDL 1/2012) was published in the Official State Gazette (Boletín Oficial del Estado, BOE), taking effect on the same day, which eliminated the pre-assignment remuneration process and the economic incentives for new facilities which produce electricity from cogeneration, renewable energy sources and waste. The La Caldera wind farm qualifies, as regards the remuneration framework supporting renewable energies, under the regimes established in Royal Decree 661/2007, of 25 May, which regulates the production of electricity under the special regime. The facilities owned by the Company which operate in the Spanish market are functioning freely on the market, selling the electricity to the pool through EGL which, only acts as an intermediary. The regulatory changes were taken into account in the Company's business plan and, in accordance with the opinion of its director, they do not substantially modify the recoverability of the investments. The business plan includes the on-going management of the assets and the achievement of profitability within the framework of the indefinite administrative authorisation granted.
2. Basis of presentation of the financial statements
2.1) Regulatory financial reporting framework applicable to the Company
These abridged financial statements were prepared by the directors in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:
a) The Spanish Commercial Code and all other Spanish corporate law. b) The Spanish National Chart of Accounts approved by Royal Decree 1514/2007 and its industry
adaptations. c) The mandatory rules approved by the Spanish Accounting and Audit Institute in order to implement the
Spanish National Chart of Accounts and its supplementary rules. d) All other applicable Spanish accounting legislation.
2.2) Fair presentation
The accompanying abridged financial statements, which were obtained from the accounting records of La Caldera Energía de Burgos, S.L. are presented in accordance with Royal Decree 1514/2007 approving the Spanish National Chart of Accounts and, accordingly, present fairly the Company's equity, financial position and results of operations.
The abridged financial statements for 2010 were approved by the shareholders at the General Meeting held on 24 June 2011. The Company has a working capital deficiency amounting to EUR 752,447 as a result of the situation of the Spanish regulatory framework in 2011. The Company's directors prepared these abridged financial statements in accordance with the going concern principle of accounting taking into account that it has the on-going financial support of the Group to meet the obligations it has assumed and, therefore, it can realise its assets and settle its liabilities for the amounts and in accordance with their classification in the abridged financial statements. 2.3) Accounting policies The principal accounting policies and measurement bases applied in preparing the Company's abridged financial statements for 2011 are summarised in Note 4. All obligatory accounting principles with a material impact on the abridged financial statements were applied.
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2.4) Key issues in relation to the measurement and estimation of uncertainty In preparing the accompanying abridged financial statements estimates were made by the Company's Board of Directors in order to quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following: - The useful life of the property, plant and equipment (Note 4.1). - The assessment of possible impairment losses on certain assets (Note 4.1). - The fair value of certain financial instruments (see Note 4.3). - The recovery of deferred tax assets recognised (Note 4.3). Although these estimates were made on the basis of the best information available at the date of preparation of these financial statements on the events analysed, events that take place in the future might make it necessary to change these estimates in coming years. Changes in accounting estimates would be applied prospectively, recognising the effects of the change in estimates in the financial statements. 2.5) Comparative information
The abridged financial statements for 2011 are compared in all respects with the abridged financial statements for 2010. 2.6) Grouping of items
Certain items in the abridged balance sheet, abridged income statement and abridged statement of changes in equity are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the abridged financial statements.
2.7) Changes in accounting policies
In 2011 there were no significant changes in accounting policies with respect to those applied in 2010.
2.8) Correction of errors
In the preparation of the accompanying abridged financial statements no significant errors were detected that would have made it necessary to restate the amounts included in the abridged financial statements for 2010.
3. Allocation of profit/(losses)
The allocation of 2011 profit/(loss) proposed by the Company's Board of Directors is as follows:
Euros Profit/(Loss) for the year 2011 (889,185) Allocation of profit/(loss): . Previous years’ earnings (889,185)
As stated in Note 11, in accordance with the financing agreement entered into with various financial institutions, there are restrictions on the distribution of dividends to the shareholders, unless the conditions established in provision 14, point 3 of the agreement is met. The aforementioned restrictions are:
• The annual debt service coverage ratio for the previous year must be greater than 1.1.
• No early maturity event has arisen and the distribution to shareholders does not give rise to any of the aforementioned events;
• Any other significant debts owed by the borrower which have matured have been settled in full, including those arising from this credit facility.
• The first instalment of this credit facility has been repaid.
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• Debt service reserve account is fully funded.
• In any case, the distribution of dividends, the payment of interest on the subordinated credit facility from the shareholders and the amortisation of the subordinated credit facility from the shareholders may only be carried in the month following payment of the instalments established in accordance with the repayment schedule.
At 31 December 2011, the Company had not distributed dividends.
4. Accounting Policies
The principal measurement bases applied by La Caldera Energía de Burgos, S.L. in preparing its financial
statements, in accordance with the Spanish National Chart of Accounts, were as follows:
4.1) Property, plant and equipment
Property, plant and equipment are initially recognised at acquisition cost and are subsequently reduced by the related accumulated depreciation and by any impairment losses recognised. Property, plant and equipment upkeep and maintenance expenses are recognised in the abridged income statement for the year in which they are incurred. However, the costs of improvements leading to increased capacity or efficiency or to a lengthening of the useful lives of the assets are capitalised. For non-current assets that necessarily take a period of more than twelve months to get ready for their intended use, the capitalised costs include such borrowing costs as might have been incurred before the assets are ready for their intended use and which have been charged by the supplier or relate to loans or other borrowings directly attributable to the acquisition or production of the assets. In-house work on non-current assets is measured at accumulated cost (external costs plus in-house costs, determined on the basis of in-house materials consumption, labour and general manufacturing costs calculated using absorption rates similar to those used for the measurement of inventories). The Company depreciates the cost of its property, plant and equipment from entry into service of the plant, using the straight-line method over the years of estimated useful life of the assets, the detail being as follows:
The years of useful life coincide with the financing period established in the Company's project finance. The charge to the 2011 abridged income statement relating to the depreciation of property, plant and equipment amounted to EUR 2,218,560. Impairment of property, plant and equipment At the end of each reporting period if there are indications of impairment the Company tests the property, plant and equipment for impairment to determine whether the recoverable amount of the assets has been reduced to below their carrying amount. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Years of Estimated Useful Life
Construction and installation work 18
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Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately. Taking into account the evolution of energy prices and considering the current regulatory environment described in Note 1, as well as the plant's business plan the director believes that there are no indications of impairment at 31 December 2011. 4.2) Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases. The Company as lessee Assets acquired under finance leases are classified based on the nature of the leased asset. A liability is recognised for the same amount, which is the lower of the fair value of the leased asset and the present value at the start of the lease of the agreed upon minimum lease payments. Lease payments are distributed between finance costs and the reduction of the liability. The same depreciation, impairment and derecognition criteria are applied to the leased assets as to assets of the same nature. Payments under operating leases are recognised as expenses in the income statement when incurred.
4.3) Financial instruments 4.3.1) Financial assets The financial assets held by the Company are classified in the following categories: a) Loans and receivables: financial assets arising from the sale of goods or the rendering of services in the
ordinary course of the Company's business, or financial assets which, not having commercial substance, are not equity instruments or derivatives, have fixed or determinable payments and are not traded in an active market. Interest income is calculated in the year in which it accrues on a time proportion basis.
b) Short-term fixed-income securities (leases): debt securities with fixed maturity and determinable payments
that are traded in an active market and which the Company has the positive intention and ability to hold to the date of maturity.
Loans and receivables and held-to-maturity investments are measured at amortised cost.
Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs. Subsequently, loans and receivables and held-to-maturity investments are measured at amortised cost. The Company derecognises a financial asset when it expires or when the rights to the cash flows from the financial asset have been transferred and substantially all the risks and rewards incidental to ownership of the financial asset have been transferred, such as in the case of the outright sale of assets, factoring of trade receivables in which the Company does not retain any credit or interest rate risk, sale of financial assets under an agreement to repurchase them at their fair value or the securitisation of financial assets in which the transferor does not retain any subordinated debt, provide any type of guarantee or assume any other type of risk. However, the Company does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received, in transfers of financial assets in which substantially all the risks and rewards of ownership are retained, such as in the case of bill discounting, with-recourse factoring, sales of financial assets under an agreement to repurchase them at a fixed price or at the selling price plus interest and
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the securitisation of financial assets in which the transferor retains a subordinated interest or any other kind of guarantee that absorbs substantially all the expected losses. 4.3.2) Financial liabilities Financial liabilities include accounts payable by the Company that have arisen from the purchase of goods or services in the normal course of the Company’s business and those which, not having commercial substance, cannot be classed as derivative financial instruments. Accounts payable are initially recognised at the fair value of the consideration received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost. Liability derivative financial instruments are measured at fair value, following the same criteria as for financial assets held for trading described in the previous section.
The Company derecognises financial liabilities when the obligations giving rise to them cease to exist. 4.3.3) Hedging financial instruments
The Company uses derivative financial instruments to hedge the risks to which its activities, transactions and future cash flows are exposed. Basically, these risks relate to changes in interest rates. The Company arranges hedging instruments in this connection. In order for these financial instruments to qualify for hedge accounting, they are initially designated as such and the hedging relationship is documented. Also, the Company verifies, both at inception and periodically over the term of the hedge (at least at the end of each reporting period), that the hedging relationship is effective, i.e. that it is prospectively foreseeable that the changes in the fair value or cash flows of the hedged item (attributable to the hedged risk) will be almost fully offset by those of the hedging instrument and that, retrospectively, the gain or loss on the hedge was within a range of 80-125% of the gain or loss on the hedged item. In 2011 and 2010, the Company used only cash flow hedges. In hedges of this nature, the portion of the gain or loss on the hedging instrument that has been determined to be an effective hedge is recognised temporarily in equity and is recognised in the income statement in the same period during which the hedged item affects profit or loss, unless the hedge relates to a forecast transaction that results in the recognition of a non-financial asset or a non-financial liability, in which case the amounts recognised in equity are included in the initial cost of the asset or liability when it is acquired or assumed. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the year. The fair value of the hedging financial instruments used by the Company (interest rate swaps) is calculated by discounting future settlements between fixed and floating interest rates to their present value, in line with implicit market rates, obtained from long-term interest rate swap curves. Implicit volatility is used to calculate the fair values of caps and floors using option valuation models. The derivatives arranged by the Company at 31 December 2011 met all the requirements indicated above to qualify as hedges and, therefore, the changes in the fair value of these derivative financial instruments for the year ended 31 December 2011 were recognised under “Valuation adjustments” in equity. 4.4) Income tax
Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income). The current income tax expense is the amount payable by the Company as a result of income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and pre-payments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current income tax expense.
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The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled. Deferred tax liabilities are recognised for all taxable temporary differences, except for those arising from the initial recognition of goodwill or of other assets and liabilities in a transaction that is not a business combination and affects neither accounting profit/(loss) nor taxable profit (tax loss). Deferred tax assets are recognised to the extent that it is considered probable that the Company will have taxable profits in the future against which the deferred tax assets can be utilised. Deferred tax assets and liabilities arising from transactions charged or credited directly to equity are also recognised in equity. The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits. The Company is included in consolidated tax group no. 0194/08 headed by Cobra Gestión de Infraestructuras, S.L.U.
4.5) Income and expense
Revenue and expenses are recognised in profit or loss for the year on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes. Revenue from sales is recognised when the significant risks and rewards of ownership of the goods sold have been transferred to the buyer, and the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the end of the reporting period, provided the outcome of the transaction can be estimated reliably. Interest income from financial assets is recognised using the effective interest method and dividend income is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as income in the abridged income statement. 4.6) Related-party transactions The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company’s directors consider that there are no material risks in this connection that might give rise to significant liabilities in the future. 4.7) Provisions and contingencies When preparing the financial statements the Company’s directors made a distinction between: a) Provisions: credit balances covering present obligations arising from past events, the settlement of which is
likely to cause an outflow of resources, but which are uncertain as to their amount and/or timing. b) Contingent liabilities: possible obligations that arise from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the Company's control.
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The financial statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the abridged financial statements but rather are disclosed in the notes to the abridged financial statements, unless the possibility of an outflow in settlement is considered to be remote. Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences, recording the adjustments which arise as a result of the update of these provisions as a finance cost as it accrues. 4.8) Current/non-current classification
Balances are classified as current and non-current in the accompanying abridged balance sheet. Current balances include balances which the Company expects to sell, consume, pay or realise during its normal operating cycle. The remaining balances are classified as non-current.
5. Property, plant and equipment
The breakdown of the balance of this heading in the abridged balance sheets at 31 December 2011 and 2010 is as follows: 2011
Euros
Balance at 31/12/2010
Additions or charges for
the year Balance at 31/12/2011
Cost:
Wind farm 39,605,330
-
39,605,330
Total cost 39,605,330
39,605,330
Accumulated depreciation:
Wind farm (3,923,542)
(2,218,560)
(6,142,102)
Total accumulated depreciation (3,923,542) (2,218,560) (6,142,102)
Total property, plant and equipment, net 35,681,788
(2,218,560)
33,463,228
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2010
Property, plant and equipment is comprised of equipment and facilities necessary to exploit the wind farm
operated by the Company (Note 1). The Company takes out insurance policies to cover the possible risks to which its property, plant and
equipment are subject. At 2011 and 2010 year end these risks were adequately covered.
To secure compliance with the obligations arising from the financing agreement described in Note 11, the Company definitively assigned to the lenders all of the collection and other rights and the guarantees arising from the plant construction, operation, maintenance and refurbishment agreements, management and administration services, as well as land use and energy sale and purchase agreements and indemnities for the insurance policies taken out by the Company. There are no fully amortised assets under the Company's property, plant and equipment at 31 December 2011 and 2010.
Operating leases Leases were signed with respect to the land on which the wind farm is located. Likewise, the Company has entered into leases for the land on which the wind farm's facilities are located.
These leases have a term of 30 years from the time the wind farm operated by the Company enters into service.
At 31 December 2011 and 2010, the future minimum lease payments under the aforementioned non-
cancellable operating leases are as follows:
2011 2010 Within one year 51,203 60,000 Two to five years 263,307 240,000 Over five years 757,182 1,380,000
1,071,692 1,680,000
Euros Balance at
31/12/2009 Additions or
charges for the year
Balance at 31/12/2010
Cost: Wind farm
39,605,330
-
39,605,330
Total cost 39,605,330 39,605,330
Accumulated depreciation: Wind farm
(1,704,982)
(2,218,560)
(3,923,542)
Total accumulated depreciation (1,704,982) (2,218,560) (3,923,542)
Total property, plant and equipment, net 37,900,348 (2,218,560) 35,681,788
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6. Current financial investments - Other financial ass ets
This heading is comprised mainly of the deposit made by the Company in relation to the debt service reserve fund amounting to EUR 1,643,333 and EUR 878,640 in 2011 and 2010, respectively which accrued annual market interest rate. This fund will be maintained until all of the payment obligations arising from the financing agreement described in Note 11 have been settled.
7. Balances with Group companies and associates
The detail of the balances with Group companies and associates at 31 December 2011 and 2010 is as follows:
2011
Euros
Subordinated debt
Interest (C)
Payable to
suppliers
Current account
(C)
Current account
(D) Interest
(D) VAT
Long-term
credit facility
Inverduero Eólica, S.L.U. (1,151,135) (90,482) - - - - - - Energía y Recursos Ambientales, S.A. (1,862,790) (118,418) (301,971) - - - - - Centro de Control Villadiego, S.L. - - (7,630) - - - - - Cobra Gestión de Infraestructuras, S.A. - - - - - - (558,913) - Infraestructuras Energéticas Castellanas, S.L - - 85 - - - - - Cobra Instalaciones y Servicios, S.A. - - - - 1,173 - - - P.E. Tesosanto, S.L.
- - 79,747 - 1,500,000 P.E. Sierra de las Carbas, S.L. - - (440,000) - Total (3,013,925) (208,900) (309,516) (440,000) 1,173 79,747 (558,913) 1,500,000
2010
Euros Subordinated
debt Interest
(C) Payable
to suppliers
Current account
(C)
Current account
(D)
Interest (D)
VAT Loan
Inverduero Eólica, S.L.U. (1,151,135) (130,300) - - - - - - Energía y Recursos Ambientales, S.A. (1,862,790) (210,825) (280,564) (443) - - - - Centro de Control Villadiego, S.L. - - (45,745) - - - - - Cobra Gestión de Infraestructuras, S.A. - - - - - - (82,317) - Cobra Instalaciones y Servicios, S.A. - - - - 1,173 - - - PE Tesosanto, S.L. - (10,644) - - 1,497,075 2,625 - (150,000) P.E. Sierra de las Carbas, S.L. - (3,171) - - 161,715 10,801 - (110,779) Total (3,013,925) (354,940) (326,309) (443) 1,659,963 13,426 (82,317) (260,779)
Energía y Recursos Ambientales, S.A., together with Inverduero Eólica, S.L., shareholders of the Company, granted it a subordinated loan for a maximum amount of EUR 3,014,222 and the lenders recognised the priority and preference of the financing agreements over this loan which accrues the same interest rate as that applied to the syndicated credit facility in the same period. The subordinated loan principal shall be amortised in the periods and for the amounts established in the syndicated credit facility repayment schedule and must be fully amortised on the final maturity date, provided
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that the subordination conditions have been met. At 31 December 2011, the shareholders have stated that they do not require a partial maturity of the subordinated loan over the coming 12 months. In 2011 the Company novated the aforementioned subordinated loan amending it under the terms necessary to convert it into a subordinated participating loan, and thus it was included under equity at 31 December 2011 (see Note 10.4). In addition, on 21 December 2010, the Company granted Parque Eólico Tesosanto, S.L. a loan for EUR 1,500,000 with a variable market interest rate plus a spread of 3%. This credit facility must be repaid in full upon its maturity on 31 December 2013. The Company maintains its VAT balances with the Group since it is part of the consolidated tax group. The balances of “Payable to suppliers” relate to transactions in connection with work performed and services rendered. The current accounts correspond to one-off cash positions which do not accrue interest.
8. Cash and cash equivalents
The breakdown of the balance of “Cash and cash equivalents” in the balance sheets at 31 December 2011 and 2010 is as follows:
2011 2010 Cash at banks 74,084 233,581 Other cash equivalents - 600,000 TOTAL 74,084 833,581
At 2011 and 2010 year end, the entire balance of "Cash and cash equivalents" is unrestricted. At 31 December 2010, the balance under "Cash equivalents" relates to investments of one-off cash surpluses in various current financial assets for a period of no more than three months, mainly government debt repos, Eurodeposits and bank promissory notes, on which an average return of 4.57% was obtained in 2010. The Company did not have investments of this type at 2011 year end.
9. Derivative financial instruments The Company uses derivative financial instruments to hedge the risks to which its business activities,
operations and future cash flows are exposed. Within the framework of the aforementioned transactions, the Company has arranged 11 interest rate swaps according to the following breakdown:
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Bank Notional amount Start date Maturity
date Fixed rate
SABADELL 2,239,846 21/06/2009 21/06/2024 3.760%
SABADELL 1,101,295 21/06/2008 21/12/2019 4.456%
BANESTO 2,239,846 21/06/2009 21/06/2024 3.760%
BANESTO 1,101,295 21/06/2008 21/12/2019 4.456%
CAJA MADRID 2,239,846 21/06/2009 21/06/2024 3.760%
CAJA MADRID 1,101,295 21/06/2008 21/12/2019 4.456%
LA CAIXA 2,239,846 21/06/2009 21/06/2024 3.760%
LA CAIXA 1,101,295 21/06/2008 21/12/2019 4.456%
BBVA 2,239,846 21/06/2009 21/06/2024 3.760%
BBVA 1,101,295 21/06/2008 21/12/2019 4.456%
Total 16,705,705 - - -
The Company met the requirements described in Note 4.3 on measurement bases in order to classify the financial instruments detailed as hedges.
The following tables show the fair value of these hedges at 31 December 2011 and 2010, in euros:
Liabilities
2011 2010
SABADELL 283,554 104,348
SABADELL 367,517 246,991
BANESTO 283,554 103,856
BANESTO 367,517 246,514
CAJA MADRID 283,554 104348
CAJA MADRID 367,517 246,514
LA CAIXA 283,554 104,348
LA CAIXA 367,517 246,514
BBVA 283,554 104,348
BBVA 367,516 246,514
Total 3,255,354 1,754,294
The Company covers the interest rate risk on the loans taken out (see Note 11) through interest rate swaps (IRS). In IRSs interest rates are exchanged so that the Company receives a floating rate from the bank and pays a fixed rate on the same nominal amount. The floating interest rate received for the derivative offsets the interest payable on the hedged borrowings. The end result is a fixed interest rate payment on the hedged borrowings. The Group determines the fair value of interest rate derivatives (fixed-rate swaps or IRSs) by discounting cash flows on the basis of the implicit euro interest rate calculated on the basis of market conditions at the measurement date. The pertinent hedging relationships were designated at 31 December 2011 by the Parent and are fully effective. In these hedging relationships, the changes in the floating Euribor rate of the hedged borrowings constitute the hedged risk.
10. Equity and shareholders’ equity 10.1) Share capital
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The share capital at 31 December 2011 and 2010 amounted to EUR 1,008,000, represented by 180,000 fully subscribed and paid shares of EUR 5.6 par value each. The Company’s shareholders are as follows:
Percentage of ownership
Energía y Recursos Ambientales, S.A. 61.8% Inverduero Eólica, S.L.U. 38.2%
BBVA, Banco Español de Crédito, Caja de Ahorros y Monte de Piedad de Madrid, Banco Sabadell, Instituto de Crédito Oficial and La Caixa hold a security interest in the shares representing all of the share capital as a guarantee for the amounts owed in accordance with the financing agreement described in Note 11. Furthermore, in accordance with the conditions established in provision 14, point 3 (see Note 3) of the aforementioned financing agreement, there are restrictions on the distribution of dividends to the shareholders.
10.2) Legal reserve
Under the Consolidated Spanish Corporate Enterprises Law (Texto Refundido de la Ley de Sociedades de Capital), 10% of net profit must be transferred to the legal reserve until the balance of this reserve reaches 20% of the share capital.
The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount.
Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose. 10.3) Adjustments for changes in value The breakdown and nature of the other adjustments for changes in value is as follows:
31.12.2011 31.12.2010 Hedging instruments 2,278,747 1,228,005 2,278,747 1,228,005
10.4) Equity situation In accordance with Article 363 of the Spanish Corporate Enterprises Law, the company will be dissolved when losses incurred reduce its equity to less than one-half of its share capital, unless capital is increased or decreased by a sufficient amount, and provided that the Company does not need to declare insolvency. Pursuant to Article 36 of the Spanish Commercial Code, for the purposes of profit distribution, mandatory capital reduction and mandatory dissolution as a result of losses, equity shall be considered the amount classified as such in the financial statements, plus the uncalled registered share capital, the par value and the share premiums of the registered share capital which is recognised for accounting purposes as a liability. Also for the aforementioned purposes, any adjustments for changes in value arising from cash flow hedges which have not yet been recognised in the income statement shall not be classified as equity. Consequently, the equity which can be calculated for the purposes of article 363 of the Spanish Corporate Enterprises Law is that shown below. Accordingly, the case of dissolution set out in the aforementioned regulation does not apply to the Company at 31 December 2011.
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Thousands of euros
Equity as per the financial statements at 31/12/2011 (3,257,909) Minus adjustments for changes in value from cash flow hedges 2,278,747 Plus subordinated participating loan 3,014,222 Equity at 31 December 2011 for the calculation stip ulated in article 363 of the
Corporate Enterprises Law 2,035,060
11. Non-current and current payables
11.1) Non-current financial liabilities
The detail of “Non-current payables” at 31 December 2011 and 2010 is as follows:
In 2007 the Company entered into a financing agreement (syndicated credit facility) with a mortgage commitment and a pledge on rights of up to EUR 170,100,000 with La Caixa (agent bank), BBVA, Banco Español de Crédito, Banco de Sabadell, Caja de Ahorros y Monte de Piedad de Madrid and Instituto de Crédito Oficial to finance the construction and start-up of the Sierra Las Carbas, La Caldera and Tesosanto wind farms. This credit facility is divided into two tranches: tranche A corresponds to 85% of the credit facility and tranche B corresponds to 15% of the credit facility and it accrues interest at a floating rate which is calculated in addition to the reference interest rate (Euribor) plus a spread of 0.80% from the entry into operation of the wind farm which may vary based on the annual debt service coverage ratio with a final maturity scheduled for 2027. At 31 December 2011 and 31 December 2010, "Non-current bank borrowings" included net debt arrangement expenses amounting to EUR 249,888 and 302,075, respectively.
In 2011 the Company amortised EUR 895,981, thereby complying with the repayment schedule In accordance with the financing agreement, in addition to the basic obligation to repay the principal, interest, fees and taxes, the Company undertakes to comply throughout the term of the agreement with the obligations detailed in provision 14, section 2 (affirmative covenants), among which the following are included: - Not to dispose, sell, mortgage or encumber in any other way any of the assets or items of its property plant and equipment, either as a whole or one or various assets, for an amount greater than EUR 500,000 (according to the acquisition's carrying amount) throughout the term of this agreement. - Disburse the equity in accordance with the agreement. - Fund the debt service account.
Classes Categories
Non-current financial instruments 2011
Bank borrowings Derivatives and
other Total Accounts payable 32,895,759 - 32,895,759 Derivatives (Note 9) - 3,255,354 3,255,354 Total 32,895,759 3,255,354 36,151,113
Classes Categories
Non-current financial instruments 2010
Bank borrowings Derivatives and
other Total Accounts payable 33,922,286 - 33,922,286 Derivatives (Note 9) - 1,754,294 1,754,294 Total 33,922,286 1,754,294 35,676,580
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- Maintain a senior debt/(senior debt+equity) ratio equal to or less than 90 per cent throughout the term of the loan. The investment in the wind farm operated by the Company was financed through a project finance structure. These financing structures are applied to projects capable in their own right of providing sufficient guarantees to the participating financial institutions with regard to the repayment of the funds borrowed to finance them. The project's assets are financed, on the one hand, through a contribution of funds by the developers, which is limited to a given amount, and on the other, generally of a larger amount, through borrowed funds in the form of long-term debt. The debt servicing of these credit facilities or loans is mainly supported by the cash flows generated by the project in the future.
The long-term syndicated credit facility shall be amortised beginning 21 June 2011 in accordance with the following schedule:
21 de junio 21 de diciembre Total Acumulado 22 de junio 22 de diciembre Total Acumulado2010 1,45% 1,45% 2,90% 0,15% 0,15% 0,29%2011 1,86% 1,86% 6,61% 0,19% 0,19% 0,66%2012 2,06% 2,06% 10,74% 0,21% 0,21% 1,07%2013 2,28% 2,28% 15,29% 0,23% 0,23% 1,53%2014 2,51% 2,51% 20,30% 0,25% 0,25% 2,03%2015 2,75% 2,75% 25,80% 0,28% 0,28% 2,58%2016 3,00% 3,00% 31,80% 0,30% 0,30% 3,18%2017 3,01% 3,01% 37,82% 0,30% 0,30% 3,78%2018 3,20% 3,20% 44,22% 0,32% 0,32% 4,42%2019 3,42% 3,42% 51,05% 0,34% 0,34% 5,11%2020 3,64% 3,64% 58,34% 0,36% 0,36% 5,84%2021 3,88% 3,88% 66,10% 0,39% 0,39% 6,61%2022 4,01% 4,01% 74,12% 0,40% 0,40% 7,41%2023 4,07% 4,07% 82,26% 0,41% 0,41% 8,23%2024 4,15% 4,15% 90,55% 0,42% 0,42% 9,06%2025 4,40% 5,05% 100,00% 0,44% 0,44% 9,94%2026 0,00% 0,00% 100,00% 22,49% 22,49% 54,92%2027 0,00% 0,00% 100,00% 22,65% 22,43% 100,00%
Tramo A Tramo B
ES EN
Tramo A Tranche A Tramo B Tranche B 21 de junio 21 June 21 de diciembre 21 December Total Acumulado Total cumulative
11.2) Current financial liabilities
The detail of “Current payables” at 2011 and 2010 year end is as follows:
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In addition, the Company, together with Sierra de las Carbas, S.L. and Parque Eólico Tesosanto, S.L. obtained a VAT credit facility for a maximum amount of EUR 30,000,000 from La Caixa (agent bank), BBVA, Banco Español de Crédito, Banco de Sabadell, Caja de Ahorros y Monte de Piedad de Madrid and Instituto de Crédito Oficial, to finance the VAT tax payable for the three wind farms during their construction. The VAT credit facility was fully amortised by the Company on 21 December 2011, and accrued interest for the year amounting to EUR 8,567 (see Note 15.4).
12. Trade and other payables
The detail of “Trade and other payables” at 2011 and 2010 year end is as follows:
LIABILITIES Euros 2011 Payable to suppliers - Group companies (Note 7) Sundry accounts payable Other accounts payable to public authorities
309,516 218,382 60,754
588,652
LIABILITIES Euros 2010 Payable to suppliers - Group companies (Note 7) Sundry accounts payable Other accounts payable to public authorities
326,309 589,011
-
915,320
Deferred payment to suppliers for commercial transactions
In relation to the disclosures required by additional provision three of Law 15/2010, of 5 July, for these first financial statements prepared since the entry into force of the aforementioned law on 31 December 2011, there were balances payable to suppliers that were past due by more than the maximum legal payment period amounting to EUR 378,510. This balance relates to suppliers which, due to their nature, are trade payables to suppliers of goods and services, such that the information includes data relating to “Current liabilities - Payable to suppliers - Group companies” and “Current liabilities - Sundry accounts payable” in the balance sheet. The maximum legal payment period applicable to the Company according to Law 3/2004, of 29 December, establishing measures combating late payment in commercial transactions and in accordance with the
Classes Categories
Current financial instruments 2011
Bank borrowings Total Syndicated credit facility 1,206,552 1,206,552 VAT Credit facility - - Accrued interest payable 53,022 53,022 Total 1,259,574 1,259,574
Classes Categories
Current financial instruments 2010
Bank borrowings Total Syndicated credit facility 1,113,410 1,113,410 VAT Credit facility 584,860 584,860 Accrued interest payable 38,239 38,239 Total 1,736,509 1,736,509
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transitional provisions established in Law 15/2010, of 5 July, is 85 days between the entry into force of the law until 31 December 2011. The following table includes the volume of payments made during the year and the volume of payments made during the period established under the law.
Payments made and payable
at the balance sheet date
31/12/2011 31/12/2010
Amount % Amount %
Within maximum legal period 1,426,242 83% 589,143 42%
Other 289,702 17% 805,208 58%
Total payments in the year 1,715,944 100% 1,394,351 100%
Deferred payments which at year
378,510 72%
256,150 28% end exceed the maximum period.
13. Tax matters
13.1) Current tax receivables and payables The detail of "Current tax receivables and payables" in the abridged balance sheets at 31 December 2011 and
2010 is as follows: 2011
LIABILITIES Euros Withholdings and prepayments
1,492
1,492
2010
LIABILITIES Euros Withholdings and prepayments
38
38
13.2) Reconciliation of the accounting profit/(loss ) to the taxable base amount
The reconciliation of the accounting profit/(loss) for 2011 and 2010 to the corresponding taxable base amount is as follows:
2011 Euros
Accounting profit/(loss) for the year before tax (1,270,264) Taxable base amount (1,270,264)
2010 Euros
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Accounting profit/(loss) for the year before tax (676,734) Taxable base amount (676,734)
13.3) Reconciliation of accounting profit/(loss) to the income tax expense
The income tax expense is calculated on the basis of accounting profit or loss, determined by application of generally accepted accounting principles, which does not necessarily coincide with the taxable profit (tax loss), the latter being understood to be the taxable base amount.
The reconciliation of the accounting profit or loss for 2011 and 2010 to the corresponding income tax expense
and current income tax is as follows:
2011 Euros
Accounting profit/(loss) for the year before tax (1,270,264) Taxable base amount (1,270,264) Tax rate of 30% 381,079 Income tax payable 381,079
2010 Euros
Accounting profit/(loss) for the year before tax (676,734)
Taxable base amount (676,734) Tax rate of 30% 203,020 Income tax payable 203,020
13.4) Income tax income The income tax income for 2011 and 2010 was calculated as follows:
2011 Euros
Taxable amount multiplied by 30% 381,079
Total 381,079
2010 Euros
Taxable amount multiplied by 30% 203,020
Total 203,020 13.5) Deferred tax assets The detail of the balance recognised by company at 31 December 2011 and 2010 is as follows:
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Balance at 31.12.2010 Increases
Balance at 31.12.2011
Temporary differences (deferred tax assets) 526,289 450,318 976,607 Hedging instruments 526,289 450,318 976,607
Tax loss carryforwards 338,662 381,079 719,741
Total deferred tax assets 864,951 831,397 1,696,348
At 2011 and 2010 year end, the temporary differences relate to the tax effect of the value of the derivative hedging instrument. The deferred tax assets indicated above were recognised because the Company's directors considered that, based on their best estimate of the Company's future earnings, including certain tax planning measures, it is probable that these assets will be recovered. At the end of 2011, the last years for deduction of the tax loss recognised in the accompanying abridged balance sheet were as follows:
Year recognised Euros Expiry
2008 19,536 2023 2009 116,106 2024 2010 203,020 2025 2011 381,079 2026
Total tax losses recognised 719,741 Royal Decree-Law 9/2011, of 19 August, on measure to improve the quality and cohesion of the national health system, consolidated tax filing and assessment of the maximum amount of State guarantees for 2011, introduces amendments to the Consolidated Spanish Income Tax Law approved by Royal Legislative Decree 4/2004, of 5 March. Of these amendments, it is worth noting that for the tax periods beginning on or after 1 January 2012, duly reported tax losses can be offset against the taxable profits of the tax periods ending in the 18 successive years immediately following that in which they arose. 13.6) Years open for review by the tax authorities and tax audits
Under current legislation, taxes cannot be deemed to have been definitely settled until the tax returns have
been reviewed by the tax authorities or until the statute-of-limitation period has expired. At 31 December 2011, the Company has the last five years open for review for all the taxes applicable to it, as well as income tax since 2007, inclusive. The Company's directors consider that the tax returns for the various taxes have been filed correctly and, therefore, even in the event of discrepancies in the interpretation of current tax legislation in relation to the tax treatment afforded to certain transactions, such liabilities as might arise would not have a material effect on the accompanying financial statements for the year ended 31 December 2011 and, thus, no provision was recorded in this connection.
The system for determining transfer prices is adequately designed with a view to complying with tax legislation.
Therefore, transfer prices are adequately supported and there are no material risks in this connection.
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14. Guarantee given to third parties At 31 December 2011 and 2010, the Company had provided bank guarantees to third parties mainly for the
purpose of securing certain of its normal business operations, the detail being as follows:
Euros
2011 2010
Castilla y León Autonomous Community Government Directorate-General of Energy Policy and Mines
284,376 450,000
284,376 -
The guarantees outstanding at 31 December 2011 are not expected to give rise to liabilities additional to those
recognised in the Company's financial statements at that date.
15. Income and expense
15.1)Revenue The sales relate in full to the Company's object, electricity production. 15.2)Procurements
In 2011 "Procurements" corresponds to the purchase of electricity.
15.3) Other operating expenses The detail of “Other operating expenses” in the accompanying income statements for 2011 and 2010 is as follows:
Euros
Item 2011 2010
Research and development expenditure 30,940 57,419
Leases 16,329 162,286
Independent professional services 32,000 28,712
Insurance premiums 25,816 53,845
Banking services 2,042 1,349
Supplies (5,266) 14,031
Other services 742,497 307,026
Taxes other than income tax 71,361 105,887
Total 915,719 730,557 15.4) Finance income and costs In 2011 and 2010, "Finance income" included EUR 84,164 and EUR 14,689, respectively, corresponding to the placement of cash surpluses and interest from current accounts and on loans to Group companies. The following items are recognised under "Finance costs":
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Finance costs 2011 2010
Interest on Group company loans (Note 15.1) 136,437 118,752
Interest on main credit facility 849,578 581,328
Interest VAT credit facility 8,567 6,003
Hedges 643,438 790,449
Debt arrangement expenses 52,187 37,759
Other 842 4,621
TOTAL 1,691,049 1,538,912
16. Related-party transactions
16.1) Related-party transactions The transactions carried out by the Company with Group companies and associates in 2011 and 2010 were as
follows: 2011
Euros Cost of materials used and other
external expenses
Finance costs
Outside services performed by Group companies: - Centro de Control Villadiego, S.L. 24,033 - - Energías y Recursos Ambientales, S.A 707,108 - - Infraestructuras Energéticas Castellanas 3,248 - - Moncobra, S.A. 254 - Interest on P.E. Tesosanto and P.E. Sierra de las Carbas, S.L. loan 9,652 Interest on subordinated debt: 126,785 - Energías y Recursos Ambientales, S.A. - 78,361 - Inverduero Eólica, S.L.U. - 48,424 Total 734,643 136,437
2010
Euros Cost of
materials used and other external
expenses Finance costs Outside services performed by Group companies: - Centro de Control Villadiego, S.L. 53,255 - - Energías y Recursos Ambientales, S.A 267,519 - - Infraestructuras Energéticas Castellanas 47,447 - - Moncobra, S.A. 2,368 - Interest on P.E. Tesosanto and P.E. Sierra de las Carbas, S.L. loan - 7,728 Interest on subordinated debt - Energías y Recursos Ambientales, S.A. - 68,620 - Inverduero Eólica, S.L.U. - 42,404 Total 370,590 118,752
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16.2) Remuneration of the Board of Directors and se nior executives
The Board members did not receive any remuneration in 2011 and 2010.
The Company has not granted any loans or advances to its Board members and it does not have any pension obligations to them. The Company has not granted any advances or loans to any of the Board members and it has not provided any guarantees for them. The Company does not have any staff. The senior executive functions are discharged by the Company's directors. At the end of 2011 neither the Board members of Parque Eólico La Caldera Energía Burgos, S.L., nor individuals related to them as defined by the Spanish Corporate Enterprises Law, held any investments in the share capital of companies engaging in an activity that is identical, similar or complementary to the activity constituting the Company's object. At the end of 2010 the Board members of Parque Eólico La Caldera Energía Burgos, S.L., as well as certain individuals related to them as defined by the Spanish Corporate Enterprises Law, held investments in the share capital of companies engaging in an activity that is identical, similar or complementary to the activity constituting the Company's object. Likewise, the positions and functions discharged by them are included, as appropriate:
Antonio Gómez Zamora
Name of Company
Company activities
Position
Al-Andalus Wind Power,
S.L.
Aldebarán Servicios de
Mantenimiento Eólico, S.A.
Aldeire Solar, S.L.
Aldeire Solar-2, S.L.
Altomira Eólica, S.L.
Andasol-1 Central
Termosolar Uno, S.A.
Andasol-2 Central
Termosolar Dos, S.A.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
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Andasol-3 Central
Termosolar Tres, S.L.
Andasol-4 Central
Termosolar Cuatro, S.L.
Andasol-5 Central
Termosolar Cinco, S.L.
Andasol-6 Central
Termosolar Seis, S.L.
Andasol-7 Central
Termosolar Siete, S.L.
Berea Eólica, S.L.
Calvache Eólica, S.L.
Carta Valley Wind Power
USA, LLC
Cobra Termosolar USA, S.L.
Cobra Solar del Sur, S.L.
Cobra Sun Power USA, INC
Centro de Control
Villadiego, S.L.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the sole director, Eyra Wind Power USA, Inc.
Individual appointed to discharge the functions of
the sole director, Cobra Instalaciones y Servicios,
S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Termosolar USA, S.L.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
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Desarrollos Energéticos
Asturianos, S.L.
Desarrollos Energéticos
Riojanos, S.L.
Ecovent Parc Eolic, S.A.
El Chaparral Wind Power,
S.L.
El Otero Wind Power, S.L.
El Recuenco Eólica, S.L.
El Robledo Eólica, S.L.
Elecdey Castilla La Mancha,
S.A.
Electra de Montanchez, S.A.
Energia e Recursos
Ambientais, LTDA
Energía Sierrezuela, S.L.
Energía y Recursos
Ambientales, S.A.
Energía y Recursos
Ambientales Internacional,
S.L.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Chairman of the Board of Directors
Chairman of the Board of Directors
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Manager
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Individual appointed to discharge the functions of
the sole director, Cobra Instalaciones y Servicios,
S.A.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
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Energías Alternativas
Eólicas Riojanas, S.L.
Energías Ambientales de
Guadalajara, S.L.
Energías Ambientales de
Novo, S.A.
Energías Ambientales de
Outes, S.A.
Energías Ambientales de
Somozas, S.A.
Energías Ambientales de
Vimianzo, S.A.
Energías Ambientales de
Soria, S.L.
Energías Ambientales Easa,
S.A.
Energías Renovables de
Ricobayo, S.A.
Manchasol-1 Central
Termosolar Uno, S.L.
Manchasol-2 Central
Termosolar Dos, S.L.
Eólica del Guadiana, S.L.
Eólica Majadillas, S.L.
Eólica Torrellana, S.L.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Member of the Board of Directors
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Chairman of the Board of Directors
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Chairman of the Board of Directors
Chairman of the Board of Directors
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Chairman of the Board of Directors
Member of the Board of Directors
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Individual appointed to discharge the functions of
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Extresol-1, S.L.
Extresol-2, S.L.
Extresol-3, S.L.
Eyra Instalaciones y
Servicios, S.L.
Eyra Wind Power USA, INC
Garby Aprovechamientos
Energéticos, S.L.
Infraestructuras Energéticas
y Medioambientales
Extremañas, S.L.
La Caldera Energía Burgos,
S.L.
Parque Eólico Bandelera,
S.L.
Parque Eólico Buseco, S.L.
Parque Eólico Valdecarro,
S.L.
Parque Eólico Donado, S.L.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
the sole director, Urbaenergía, S.L.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Instalaciones y Servicios,
S.A.
Sole director
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
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Parque Eólico La Boga, S.L.
Parque Eólico Las Tadeas,
S.L.
Parque Eólico Loma del
Capón, S.L.
Parque Eólico Marmellar,
S.L.
Parque Eólico Monte das
Augas, S.L.
Parque Eólico Monte dos
Nenos, S.L.
Parque Eólico Rodera Alta,
S.L.
Parque Eólico Santa
Catalina, S.L.
Parque Eólico Sierra de las
Carbas, S.L.
Parque Eólico Tesosanto,
S.L.
Parque Eólico Valcaire, S.L.
Parque Eólico Valdehierro,
S.L.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
CEO acting on a joint basis, Urbaenergía, S.L.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the sole director, Energía y Recursos Ambientales,
S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
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Parques Eólicos de la Región
de Murcia, S.A.
Recursos Ambientales de
Guadalajara, S.L.
Red Top Wind Power, LLC
Riansares Eólica, S.L.
Ribagrande Energía, S.L.
Serra do Moncoso Cambás,
S.L.
Sociedad de Generación
Eólica Manchega, S.L.
Societat Eólica de
L´Enderrocada, S.A.
Somozas Energías
Renovables, S.A.
Torre de Miguel Solar, S.L.
Urbaenergía, S.L.
Urbaenergía Instalaciones y
Servicios, S.L.
Valdelagua Wind Power,
S.L.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Member of the Board of Directors
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Individual appointed to discharge the functions of
the sole director, Eyra Wind Power USA, Inc.
Individual appointed to discharge the functions of
the chairman of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
Chairman of the Board of Directors
Member of the Board of Directors
Individual appointed to discharge the functions of
the sole director, Cobra Sistemas y Redes, S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Instalaciones y Servicios,
S.A.
Individual appointed to discharge the functions of
the sole director, Cobra Instalaciones y Servicios,
S.A.
Individual appointed to discharge the functions of
the sole director, Urbaenergía, S.L.
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Francisco González Hierro
Name of Company
Company activities
Position
Berea Eólica, S.L.
Calvache Eólica, S.L.
Desarrollos Energéticos
Asturianos, S.L.
Desarrollos Energéticos
Riojanos, S.L.
Elecdey Castilla La Mancha,
S.A.
Electra de Montanchez, S.A.
Energía de la Loma, S.A.
Energías Ambientales de
Novo, S.A.
Energías Ambientales de
Somozas, S.A.
Energías Ambientales de
Vimianzo, S.A.
Energías Ambientales Easa,
S.A.
Energías Renovables de
Ricobayo, S.A.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Member of the Board of Directors
Member of the Board of Directors
Individual appointed to discharge the functions of a
member of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Energía y
Recursos Ambientales, S.A.
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
Member of the Board of Directors
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
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Explotaciones Eólicas Sierra
de Utrera, S.L.
La Caldera Energía Burgos,
S.L.
Parque Eólico Bandelera,
S.L.
Parque Eólico Buseco, S.L.
Parque Eólico La Boga, S.L.
Parque Eólico Las Tadeas,
S.L.
Parque Eólico Marmellar,
S.L.
Parque Eólico Rodera Alta,
S.L.
Parque Eólico Sierra de las
Carbas, S.L.
Parque Eólico Tesosanto,
S.L.
Parque Eólico Valcaire, S.L.
Parque Eólico Valdehierro,
S.L.
Riansares Eólica, S.L.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Chairman of the Board of Directors
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Member of the Board of Directors
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Member of the Board of Directors
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
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Serra do Moncoso Cambás,
S.L.
Societat Eólica de
L´Enderrocada, S.A.
Renewable energies
Renewable energies
Individual appointed to discharge the functions of a
member of the Board of Directors, Urbaenergía, S.L.
Member of the Board of Directors
Antonio Oporto del Olmo
Name of Company
Company activities
Position
La Caldera Energía Burgos,
S.L.
Parque Eólico La Boga, S.L.
Parque Eólico Las Tadeas,
S.L.
Parque Eólico Marmellar,
S.L.
Parque Eólico Sierra de las
Carbas, S.L.
Parque Eólico Tesosanto,
S.L
Parque Eólico Valdehierro,
S.L.
Eolica Arlanzon, S.L.
Eolicas Jimena, S.L.
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Renewable energies
Director
Director
Director
Director
Director
Director
Director
Director
Director
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Inverduero Eolica, S.L.
Renewable energies
Director
17. Information on the environment At 31 December 2011, there were no material assets used for protecting and improving the environment, nor
were any significant expenses of this nature incurred in 2011.
The Company's directors consider that there are no material contingencies in relation to environmental protection and improvement and, therefore, did not consider it necessary to record any provisions for environmental contingencies and expenses at 31 December 2011. The Company did not receive any environmental grants to the in the year ended 31 December 2011. In accordance with point 5 of "Rule 4. Preparation of financial statements" the Company hereby discloses that it has not recognised any items of an environmental nature.
18. Other disclosures
18.1) Fees paid to auditors
The fees for audit services provided to LA CALDERA ENERGÍA BURGOS, S.L. amounted to:
Euros
2011 Categories Financial
audit services
Other attest services
Tax counselling
Other services
Deloitte, S.L. 4,563 - - 500 Total 4,563 - - 500
Euros
2010 Categories Financial
audit services
Other attest services
Tax counselling
Other services
Deloitte, S.L. 4,500 - - - Total 4,500 - - -
18.2) Information on the nature and level of risk o f financial instruments The Company's financial risk management is centralised in its financial department, which has established the mechanisms required to control exposure to interest rate and exchange rate fluctuations and credit and liquidity risk. The main financial risks that affect the Company are as follows: Price risk Electricity production from renewable energies in Spain revolves around a law which establishes the option of remunerating the sale freely at market price. The Company is exposed to fluctuations in the market price of electricity (pool price). However, a percentage of these prices are composed in reference to regulated tariffs (premium, incentive and reactive energy supplement) and the risk of long-term fluctuation is noticeably reduced because it is tied to various conditions.
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Regulatory change The Company's activities are subject to a wide range of government regulations. Any changes to these regulations could affect activities and earnings (see Note 1). Its electricity production from renewable energies is subject to a comprehensive law on tariffs and other aspects of its activities in Spain. The introduction of new laws or regulations, or the amendment of existing laws and regulations, could have an adverse or positive effect on the business activities and the results of operations. Also, the current legislative framework governing the tariff review system, including the remuneration of electricity generated, constitutes the main support mechanism for the development of these renewable sources. Other external factors with an impact on the Company's business activities The Company's business activity is influenced by weather, an external factor which may adversely affect its operations, results and financial situation. Credit risk: In general, the Company holds its cash and cash equivalents at banks with high credit ratings. Liquidity risk: The Company, for the purpose of ensuring liquidity and enabling it to meet all the payment obligations arising from its business activities, has the cash and cash equivalents disclosed in its balance sheet, together with the credit and financing facilities, in accordance with the project finance structure, detailed in Note 11 and it has the financial support of the Group to which it belongs mentioned in Note 2.2. Market risk (includes interest rate, foreign currency and other price risks): Both the Company's cash and its bank borrowings are exposed to interest rate risk, which could have an adverse effect on financial results and cash flows. Therefore, Company policy is to ensure that at least 49% of its bank borrowings at any given time are tied to fixed interest rates.
19. Events after the reporting period
On 1 February 2012, Royal Decree-Law 1/2012 was approved eliminating the economic incentives for new facilities that were not pre-assigned which produce electricity from cogeneration, renewable energy sources (solar thermal, wind, etc.) and waste. This Royal Decree will have no impact on the Company as it was registered prior thereto under Royal Decree 661/2007, regulating electricity under the special regime.
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LA CALDERA ENERGÍA BURGOS, S.L. Certificate
Madrid, 29 March 2012 Board of Directors Energía y Recursos Ambientales, S.A.Grupo Empresarial Inverduero, S.A. (Represented by Mr. Antonio (Represented by Mr. Antonio Gómez Zamora) Oporto del Olmo) Urbaenergía, S.L. (Represented by Mr. Francisco González Hierro)