Befesa Holding S.à r.l. and Subsidiaries - PDF

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Befesa Holding S.à r.l. and Subsidiaries Consolidated Financial Statements and Consolidated Managements Report for the year ended 31 December 2015 Societé à responsabilité limitée 2C, rue Albert Borschette

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Befesa Holding S.à r.l. and Subsidiaries Consolidated Financial Statements and Consolidated Managements Report for the year ended 31 December 2015 Societé à responsabilité limitée 2C, rue Albert Borschette L-1246, Luxembourg Share Capital EUR 12, R.S.C. Luxembourg B143916 Befesa Holding S.à r.l. and Subsidiaries Consolidated balance sheet as at 31 December 2015 (Euro thousand) Assets Note(s) Non-current assets: Intangible assets Goodwill 6 379, ,860 Other intangible assets, net 7 18,009 22, , ,036 Property, plant and equipment, net 8 Property, plant and equipment in use 346, ,447 Property, plant and equipment under construction 16,188 47, , ,632 Investments carried under the equity method 9 1,526 1,650 Non-current financial assets 10 Investments in subsidiaries and associates 2,702 4,439 Other non-current financial assets 24,346 21,453 27,048 25,892 Deferred tax assets 19 81,400 78,128 Total non-current assets 870, ,338 Current assets: Inventories 11 48,489 41,900 Trade and other receivables 12 87,045 77,432 Trade receivables from related companies ,856 1,835 Accounts receivable from public authorities ,935 17,510 Other receivables 12 8,538 4,490 Other current financial assets 13 4,005 3,546 Cash and cash equivalents ,253 78,615 Total current assets 222, ,328 Total assets 1,092,818 1,138,666 The accompanying Notes 1 to 28 and the Appendix are an integral part of the consolidated financial statements. 1 Befesa Holding S.à r.l. and Subsidiaries Consolidated balance sheet as at 31 December 2015 (Euro thousand) Equity and liabilities Note Equity: Parent Company 14 Share capital Share premium 450, ,495 Reserves (220,527) (240,921) Translation differences (2,857) (1,534) Net profit/(loss) for the year (33,303) 17, , ,251 Non-controlling interests 14 32,762 35,581 Total equity 226, ,832 Non-current liabilities: Long-term provisions 18 12,928 14,833 Borrowings , ,751 Accounts payable for long-term finance leases 15 7,535 2,151 Deferred tax liabilities 19 40,765 41,652 Other non-current liabilities 16 33, ,725 Total non-current liabilities 617, ,112 Current liabilities: Short-term borrowings 15 74,951 33,300 Accounts payable for short-term finance leases 15 2,621 1,329 Trade payables to related companies 25 1,688 1,935 Trade and other payables 115, ,627 Short-term provisions Other payables 16 Accounts payable to Public Administrations 19,441 16,633 Other current liabilities 34,453 16,746 53,894 33,379 Total current liabilities 249, ,722 Total equity and liabilities 1,092,818 1,138,666 The accompanying Notes 1 to 28 and the Appendix are an integral part of the consolidated financial statements. 2 Befesa Holding S.à r.l. and Subsidiaries Consolidated income statement for the year ended 31 December 2015 (Euro thousand) Note Continuing operations: Revenue 5 743, ,193 +/- Changes in stocks of finished products and work in progress 2,591 (6,625) Procurements 22 (365,380) (295,446) Other operating income 22 12,273 19,476 Staff costs 22 (104,038) (92,060) Other operating expenses 22 (144,767) (136,133) Amortisation/Depreciation, impairment and provisions 22 (101,678) (46,283) Operating profit 42,505 94,122 Financial income 2,660 3,970 Financial expenses 23 (65,371) (66,796) Net Exchange differences (563) 925 Financial income/(loss) (63,274) (61,901) Share in results of investments carried under the equity method Consolidated Profit/(loss) before tax (20,594) 32,520 Corporate income tax 20 (15,135) (11,580) Profit/(loss) for the year (35,729) 20,940 Attributable to: Parent company owners (33,303) 17,198 Non-controlling interests (2,426) 3,742 The accompanying Notes 1 to 28 and the Appendix are an integral part of the consolidated financial statements. 3 Befesa Holding S.à r.l. and Subsidiaries Consolidated statement of comprehensive income for the year ended 31 December 2015 (Euro thousand) Notes Consolidated profit/(loss) for the year (35,729) 20,940 Items that may be subsequently reclassified to income statement Income and expense recognised directly in equity (1,322) 2,449 - Cash flow hedges (1,232) - Translation differences (1,821) 3,299 - Tax effect 19 (244) 382 Transfers to the income statement (599) Cash flow hedges 17 (832) Tax effect (231) Other comprehensive income for the year (1,921) 3,004 Total comprehensive income for the year (37,650) 23,944 Attributable to: (37,650) 23,944 Parent company owners (34,720) 19,310 Non-controlling interests (2,930) 4,634 The accompanying Notes 1 to 28 and the Appendix are an integral part of the consolidated financial statements. 4 Befesa Holding S.à r.l. and Subsidiaries Consolidated statements of changes in equity for years ended 31 December 2015 and 2014 (Euro thousand) Reserves Share capital (Note 14) Share premium (Note 14) Unrealised asset and liability revaluation reserve (Note 14) Other reserves (Note 14) Translation differences (Note 14) Net profit (loss) for the year Non-controlling interests Total equity Balances at 31 December ,495 9,632 (235,054) (3,991) 6,771 36, ,258 Net profit for ,198-17,198 Profit for the year attributable to noncontrolling interests ,742 3,742 Transfer of hedges to profit or loss (Note 17) Changes in valuation of hedges (Note 17) - - (799) (51) (850) Translation differences , ,299 Total comprehensive income for (277) - 2,389 17,198 4,634 23,944 Distribution profit/loss of ,771 - (6,771) - - Changes in the scope of consolidation (Note 2.5) (5,606) 68 - (4,705) (10,243) Other changes (Notes 2.5, 7 and 8) (16,387) - - (740) (17,127) Balances at 31 December 2014 (Note 14) ,495 9,355 (250,276) (1,534) 17,198 35, ,832 Net profit for (33,303) - (33,303) Profit for the year attributable to noncontrolling interests (2,426) (2,426) Transfer of hedges to profit or loss (Note 17) - - (563) (36) (599) Changes in valuation of hedges (Note 17) Translation differences (1,323) - (498) (1,821) Total comprehensive income for (94) - (1,323) (33,303) (2,930) (37,650) Distribution profit of ,198 - (17,198) - - Changes in the scope of consolidation (Note 2.5) Share premium increase(note 14) - 49,597-2, ,400 Other changes Balances at 31 December 2013 (Note 14) ,092 9,261 (229,788) (2,857) (33,303) 32, ,180 The accompanying Notes 1 to 28 and the Appendix are an integral part of the consolidated financial statements. 5 Befesa Holding S.à r.l. and Subsidiaries Consolidated cash flow statements for the year ended 31 December 2015 (Euro thousand) Notes Cash flows from operating activities: Profit (loss) for the year before tax (20,594) 32,520 Adjustments for: Depreciation and amortisation charge (Notes 7, 8 and 22) 7,8,22 42,175 35,886 Impairment losses (Note 22) 59,503 7,953 (Profit)/loss from assets disposals - 2,622 Changes in provisions (187) (285) (Profit)/loss from associates (175) (299) Interest income (2,660) (3,970) Finance costs 23 65,371 66,796 Other profit and loss (1,563) (1,503) Exchange differences 563 (925) Changes in working capital: Trade receivables and other current assets (9,505) (766) Inventories (6,967) 2,752 Trade payables (1,262) (13,043) Other cash flows from operating activities: Interest paid (58,579) (49,543) Other payments (416) (3,160) Taxes paid (12,109) (13,734) Net cash flows from operating activities 53,595 61,301 Cash flows from investing activities: Investments in Group and associated companies (3,444) - Investments in intangible assets 7 (2,754) (5,216) Investments in property, plant and equipment (Note 8) 8 (47,435) (44,927) Other financial assets (Note 10) 10 - (1,270) Collections from disposals of Group and associated companies 29,792 - Collections from sale of property, plant and equipment 1,051 1,324 Collections from sale of other financial assets - 7,576 Dividends Interest received 293 2,117 Net cash flows from investing activities (22,237) (39,938) Cash flows from financing activities: Cash bank inflows from bank borrowings and other liabilities 13,479 21,470 Cash bank outflows from bank borrowings and other liabilities (65,801) (29,503) Net cash flows from financing activities (52,322) (8,033) Effect of foreign exchange rate changes on cash and cash equivalents (398) 273 Net increase in cash and cash equivalents (21,362) 13,603 Cash and cash equivalents at the beginning of year 78,615 65,012 Cash and cash equivalents at the end of the year 57,253 78,615 The accompanying Notes 1 to 28 and the Appendix are an integral part of the consolidated financial statements. 6 1. General information Befesa Holding S.à r.l. (formerly Triton III No.14 S.à r.l.) (hereinafter the Company or Befesa Holding ) was incorporated in Luxembourg on 23 December 2008 as a société à responsabilité limitée subject to Luxembourg law for an unlimited period of time. The Company s registered office is in 2c rue Albert Borschette, L-1246, Luxembourg. The Company s purpose is the holding of shares, in any form whatsoever, in Luxembourg and foreign companies, and any other form of investment, the acquisition by purchase, subscription or in any other manner, as well as the transfer by sale, exchange or otherwise of securities of any kind, and the administration, control and development of its portfolio. The Company may further guarantee, grant loans or otherwise assist the companies in which it holds a direct or indirect shareholding or which form part of the same group of companies as the Company. The Company may carry out any commercial, industrial or financial activities which it may deem useful in the accomplishment of its purpose. The Company s financial year starts on 1 January and ends on 31 December. On 26 July 2013, the Company increased its share capital, receiving in that operation the 76.2% of the shares of Befesa Medio Ambiente, S.L. and its subsidiaries (hereinafter Befesa Medio Ambiente or Befesa ), held by Bilbao MidCo, S.à r.l. The Company and its subsidiaries are hereinafter referred to as the Group. Prior to that date, no activity was performed by the Company, therefore 26 July 2013 is considered as the date of beginning of operations for the Company. As a consequence, Befesa Holding S.à r.l. s consolidated financial statements are part of Bilbao Midco, S.à r.l. s consolidated financial statements. Befesa is an international industrial group (see Appendix) which engages mainly in the management and treatment of industrial residues. In this regard, the business activities of the Group are organised in three business segments: Steel, Aluminium and Industrial Environmental Solutions (see Note 5). Most of the systems, equipment and facilities included in Group s property, plant and equipment should be deemed to be assigned to the management and treatment of industrial residues and, in general, to the protection and improvement of the environment, either because of the business activities carried on by the Group or because of their nature (Industrial environmental solutions). Also, most of the expenses and revenues for 2015 and 2014 should be understood to accrue in the normal course of the aforementioned activities. The information, if any, on possible provisions for contingencies and charges and on possible contingencies, liability and grants, if any, arising from the normal performance of the activities constituting the Group's company purpose, and other environmental measures are described, as and when appropriate, in the related notes to the consolidated financial statements. These activities are carried on by the Group companies, which are divided into two subgroups headed by the following investees of the Parent: MRH Residuos Metálicos, S.L. and Alianza Medioambiental, S.L., both of which are sole-shareholder companies. Befesa Valorización de Azufre, S.L. (Sole-Shareholder Company), a company included in the scope of consolidation until the date of transfer during 2015 (Note 2.5), engages in, among other operations, combined heat and power activities. This activity is regulated by Law 24/2013 on the Electricity Sector, by Royal Decree-Law 9/2013 on urgent measures to guarantee the financial stability of the electricity 7 system and Royal Decree 413/2014 on the remuneration parameters of standard facilities applicable to certain electricity production facilities using renewable sources, cogeneration and waste. Pursuant to regulation in force, the power produced and not consumed by the companies is acquired by the electric utility operating in each area, with which the related supply agreements are reached. 2. Basis of presentation of the consolidated financial statements and basis of consolidation 2.1 Fair presentation The Company s consolidated financial statements for 2015 were formally prepared: In accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS), in conformity with the Regulation (EC) of the European Parliament and of the Council, including International Accounting Standards (IAS) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and by the Standing Interpretations Committee (SIC). The principal accounting policies and measurement bases applied in preparing the accompanying consolidated financial statements are summarised in Note 3. The consolidated financial statements have been prepared on a historical cost basis modified by the fair valuation of assets and liabilities (financial assets and liabilities including derivatives) at fair value. Considering all the mandatory accounting policies and rules and measurement bases with a material effect on the consolidated financial statements, as well as the alternative treatments permitted by the relevant standards in this connection, which are specified in Note 3. So that they present fairly Group s consolidated equity and financial position at 31 December 2015 and the results of its operations, changes in consolidated equity and consolidated cash flows in the year then ended. On the basis of the accounting records kept by the Parent and by the other Group companies, which include the joint ventures (UTEs) in which they had interests at 31 December However, since the accounting policies and measurement bases used in preparing the Group s consolidated financial statements (IFRS) differ from those used by the Group companies (local standards), the required adjustments and reclassifications were made on consolidation to unify the policies and methods used and to make them compliant with International Financial Reporting Standards as adopted by the European Union. 8 The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires Management to exercise its judgement in the process of applying the group s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 2.4. The consolidated financial statements have been prepared in accordance with Luxemburg s legal and regulatory framework. 2.2 Adoption of new standards and interpretations issued The Group s consolidated financial statements for the year ended 31 December 2015 have been prepared in accordance with the International Financial Reporting Standards (IFRS) adopted for utilisation in the European Union (IFRS-EU) and approved under European Commission Regulations in force at 31 December 2015, taking into account all accounting principles and standards and compulsory measurement criteria with a significant effect, as well as the alternatives that legislation allows. With the entry into force in January 2015 of certain International Financial Reporting Standards (IFRS), the company adapted its consolidated financial statements to those standards, which are the following: a) Mandatory standards, amendments and interpretations for all years starting on or after 1 January 2015 IFRIC 21 Levies This interpretation addresses the accounting treatment of taxes imposed by the Public Administrations other than income taxes and fines and other penalties imposed for breaches of the legislation. The new interpretation has not had an impact on the Group's consolidated financial statements. Annual improvements, cycle In December 2013 the IASB published the Annual Improvements to IFRS for the cycle The changes added in these Annual Improvements generally apply to years beginning on or after 1 January 2015, although early adoption is permitted. The main amendments relate to: IFRS 3 Business Combinations : Exceptions to the scope for joint ventures. IFRS 13 Fair Value Measurement : Scope of the exception portfolio available in IFRS 13. IAS 40 Investment Property : Interaction of IAS 40 and IFRS 3 when a property is classified as an investment property or owner occupied property. 9 These changes have not had a material effect on the Group s consolidated financial statements. b) Standards, amendments and interpretations not yet effective but which may be adopted early in the years beginning on or after 1 January At the signing date of these Consolidated Financial Statements, the IASB and the IFRS Interpretations Committee had published the standards, amendments and interpretations that will be detailed below, the application of which will be mandatory as from 2016, although the Group has not adopted them early. Annual improvements, cycle In December 2013 the IASB published the Annual Improvements to IFRS for the cycle The amendments included in these Annual Improvements generally apply to the years beginning on or after 1 February although early adoption is permitted. The main amendments refer to: IFRS 2 Share-based payments : Definition of vesting conditions. IFRS 3 Business combinations : Accounting for contingent consideration in a business combination. IFRS 8 Operating segments : Disclosure of information about the aggregation of operating segments and reconciliation of total assets of all segments reported to the entity s assets. IFRS 13 Fair Value Measurement : References to the ability to measure short-term receivables and payables at nominal value when the effect of discounting is not material. IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets : Proportional restatement of accumulated depreciation /amortisation when the revaluation model is used. IAS 24 Disclosure of related parties : Entities that provide key management personnel services as related party. These amendments are not expected to have a significant effect on the Group s consolidated financial statements. IAS 19 (Amendment) Defined benefit plans: Employee contributions IAS 19 (revised in 2011) distinguishes between employee service-related contributions and those not related to service. Moreover, the current amendment distinguishes between contributions linked to service only in the year in which they arise and those linked to service in more than one year. The amendment allows the contributions linked to service that do not vary based on the duration of the service to be deducted from the cost of benefits accrued in the year in which the related service is provided. Service-related contributions that vary depending on length of service should be extended over the service term using the same method of allocation applied to the provision of the service. This 10 amendment applies to years beginning on or after 1 February 2015 and will be applied retrospectively. Early adoption is permitted. The Group is analysing the possible impacts of this amendment on its consolidated financial statements in the future although it does not expect the effects to be significant. IAS 16 (Amendment) and IAS 41 (Amendment) Agriculture: Bearer plants The Group has no assets that would be affected by this amendment. IFRS11 (Amendment) Accounting for acquisition of interests in joint operations This amendment requires the application of the principles of accounting for business combinations to an investor who acquires an interest in a joint op
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