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Teixeira Durate — Interim / Quarterly Report 2016
Jun 16, 2016
1919_10-q_2016-06-16_af25a174-7873-4aa5-b63f-f437b8caeedd.pdf
Interim / Quarterly Report
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Relatório e Contas 1º Trimestre 2016 Report and Accounts1st Quarter
TABLE OF CONTENTS
-
- Identification of the company
-
- Summary of the Indicators
-
- Teixeira Duarte Group First quarter of 2016
-
- Interim Management Report
- I. Introduction
- II. Global Appraisal of the Activity
- III. Events that Occurred After the End of the 1st Quarter of 2016
- IV. Outlook for 2016
-
- Consolidated Financial Statements
- I. Consolidated Statement of Financial Position
- II. Consolidated Statement of Results for the Period
- III. Consolidated Statement of Other Integrated Income
- IV. Consolidated Statement of Changes in Equity
- V. Consolidated Statement of Cash Flows
- VI. Annex to the Consolidated Financial Statements
Teixeira Duarte, S.A.
LISTED COMPANY
Head Office: Lagoas Park, Edifício 2 - 2740-265 Porto Salvo Share capital: € 210.000.000 Single Legal Person and Registration number 509234526 at Cascais Commercial Register (Oeiras)
SUMMARY OF THE INDICATORS
| 1st Q | 1st Q | 1st Q | 1st Q | 1st Q | Variation | |
|---|---|---|---|---|---|---|
| 2012 | 2013 | 2014 | 2015 | 2016 2016/2015 % | ||
| Average number of workers | 10,412 | 11,358 | 12,705 | 13,548 | 12,002 | $(11.4\%)$ |
| Turnover | 283 | 342 | 357 | 359 | 289 | (19.5%) |
| Operating income | 293 | 354 | 360 | 368 | 297 | (19.2%) |
| EBITDA | 39 | 54 | 71 | 34 | 48 | 41.0% |
| EBITDA / Turnover | 13.9% | 15.7% | 19.8% | 9.6% | 16.8% | 75.1% |
| EBIT | 27 | 38 | 54 | 10 | 30 | 218.3% |
| Net Income Attributable to Shareholders | 6 | 7 | 16 | 15 | (22) | ۰ |
| Net Debt | 927 | 1,101 | 1,194 | 1,357 | 1,153 | $(15.0\%)$ |
| Net income attributable to shareholders | 246 | 284 | 380 | 493 | 361 | (26.7%) |
| Equity total | 319 | 357 | 411 | 520 | 410 | $(21.0\%)$ |
| Total of net asset | 2,692 | 2,765 | 2,755 | 3,103 | 2,592 | $(16.4\%)$ |
Interim Management Report
I - INTRODUCTION
Under the terms of, and for the purposes of applicable legal and regulatory provisions TEIXEIRA DUARTE, S.A ("TD, S.A.") hereby discloses the Interim Report referring to the first three months of 2016, of which the attached consolidated financial statements also form a part.
Pursuant to, and under periodic reporting standards, it is hereby clarified that the elements disclosed herein only refer to the consolidated scope, and that the consolidated financial statements at 31 March, 2016 have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS"), as adopted by the European Union, in effect for periods beginning on 1 January, 2016, and in accordance with IAS 34 - Interim Financial Reporting.
Notwithstanding the regular monitoring of Teixeira Duarte Group by its Oversight Bodies, as well as through the information report provided to you for the purpose of drafting this document, the elements published herein have no, under the applicable provisions, been audited.
In addition to the Consolidated Financial Statements and the respective annex, this document will also contain a brief presentation about the evolution of the Group's activity during the analysed period. In this regard, emphasis should first be placed on the following topics:
- Net Results Attributable to Holders of Equity were negative, amounting to 22.5 million euros;
- Turnover of 289.5 million euros;
- External Market accounts for 82.2% of turnover;
- EBITDA of 48.5 million euros;
- EBITDA margin / Turnover of 16.8%;
- Net Debt of 1,154 billion euros;
- Net Group Assets of 2,592 billion euros;
- Financial Autonomy of 15.8%;
- Teixeira Duarte Group Orders Portfolio for the construction sector of 2,207 billion euros.
II – GLOBAL APPRAISAL OF THE ACTIVITY
Statement of Results
during the periods ended on 31 March 2016 and 2015
| $1st$ Q 16 | $1st$ Q 15 | Var. (%) | |
|---|---|---|---|
| Operating income | 297,365 | 367,818 | (19.2%) |
| Operating costs | (248, 867) | (333, 425) | (25.4%) |
| EBITDA | 48,498 | 34,393 | 41.0% |
| Amortizations and depreciations | (19,770) | (22, 650) | (12.7%) |
| Provisions and impairment losses | 1,645 | (2,202) | |
| EBIT | 30,373 | 9,541 | 218.3% |
| Financial Results | (46, 402) | 17,891 | |
| Results before taxes | (16, 029) | 27,432 | |
| Income tax | 4,584 | (12,058) | |
| Net Income | (11, 445) | 15,374 | |
| Attributable to: | |||
| Equity holders | (22, 461) | 15,268 | |
| Non-controlling interests | 11,016 | 106 | 10292.5% |
(Values in thousands of Euro)
Net Results Attributable to Equity Holders were negative, amounting to 22,461 thousand euros, which represent a significant decrease when compared to the same period of 2015. Two factors have contributed to this, to which it is deemed appropriate to refer.
In effect, in addition to the performance of Group companies when compared to the first three months of the previous year, this indicator was influenced by changes in exchange rate differences, which in March 2016 were negative amounting to 26,045 thousand euros - whereas during the same period of 2015 they were positive - amounting to 41,183 thousand euros, despite the negative impact, net of deferred taxes, of the loss of 6,368 thousand euros, due to impairment in the share in "Banco Comercial Português, S.A." recorded during the first quarter of 2016.
Turnover reached 289,486 thousand euros, representing a decrease of 19.5% compared to March 2015, that is a drop of 70,08 thousand euros.
Other markets, which represented 85.6% of this indicator in March last year, experienced an overall decrease of 22.7%, coming to represent 82.2% of the Teixeira Duarte Group's total turnover.
(Values in thousands of Euro)
The tables below present the Turnover detailed by countries and activity sectors, clearly indicating the exposure of the Group to different economic contexts.
| Country | 1st Q 16 | 1st Q 15 | ||||||
|---|---|---|---|---|---|---|---|---|
| Value | Contribution | Contribution | Variation | |||||
| Portugal | 51.601 | 17.8% | 51.615 | 14.4% | $(0.0\%)$ | |||
| Angola | 120,257 | 41.5% | 194,369 | 54.1% | (38.1%) | |||
| Algeria | 23,139 | 8.0% | 21,793 | 6.1% | 6.2% | |||
| Brazil | 28,389 | 9.8% | 38,855 | 10.8% | (26.9%) | |||
| Spain | 8,103 | 2.8% | 10,571 | 2.9% | (23.3%) | |||
| Mozambique | 39,448 | 13.6% | 15,468 | 4.3% | 155.0% | |||
| Venezuela | 12,120 | 4.2% | 26,254 | 7.3% | (53.8%) | |||
| Other | 6.429 | 2.2% | 569 | 0.2% | 1029.9% | |||
| 289,486 | 100.0% | 359,494 | 100.0% | (19.5%) |
(Values in thousands of Euro)
| Activity Sector | 1st Q 16 | Contribution | 1st Q 15 | Contribution | Variation |
|---|---|---|---|---|---|
| Construction | 122,217 | 42.2% | 149,300 | 41.5% | (18.1%) |
| Concessions and Service | 26,301 | 9.1% | 25,941 | 7.2% | 1.4% |
| Real estate | 24,454 | 8.4% | 29,711 | 8.3% | (17.7%) |
| Hotel services | 12,675 | 4.4% | 18,885 | 5.3% | (32.9%) |
| Distribution | 74.431 | 25.7% | 71,993 | 20.0% | 3.4% |
| Energy | 4,886 | 1.7% | 5,179 | 1.4% | (5.7%) |
| Automotive | 24,522 | 8.5% | 58,485 | 16.3% | (58.1%) |
| 289,486 | 100.0% | 359,494 | 100.0% | (19.5%) |
(Values in thousands of Euro)
To supplement the map found above, below can be found some notes relating to the activity carried out during the first three months, in each of the Group's sectors of activity:
Turnover of Construction Services
The Turnover of Construction Services dereased by 18.1% year-on-year 2015.
Portugal experienced a 1.5% drop when compared to the first three months of 2015.
In other markets, emphasis should be placed on rises seen in Algeria and Mozambique, with increases of 6.2% and 184%, respectively. However, these increases do not compensate for the drops experienced in Angola and Venezuela. On 31 March 2015, the external market accounted for 80.3% of Construction turnover.
Turnover of Concessions and Services
Turnover of Real estate Services
In concessions and services, turnover increased by 1.4% when compared to March 2015, with an emphasis on good performance in Angola, when a 1.6% increase when compared to the same period of 2015.
In Portugal, an 8.7% decrease was seen when compared to March 2015, whereas a slight increase of 1.2% was seen in Spain when compared to the same period of 2015.
There was an overall drop of 17.7% in Real Estate when compared to the first three months of 2015.
In Portugal, an 26.7% increase was seen when compared to March 2015, whereas a decrease of 42.6% was seen in Brazil when compared to the same period of 2015.
Without taking the devaluation of currency into account, the decrease in Brazil would have been 24% when compared to the same period of the previous year.
Turnover of Hotel Services
Turnover from Hospitality suffered an overall decrease of 32.9% when compared to the same period of 2015.
In addition to the drop caused by the divestment at the end of 2015 of two hotel units that the Group held in Portugal, and that still contributed to turnover from this sector during the first quarter of this year, as well as the 13.9% decrease in Mozambique, the main cause behind the reduction of this Group indicator, in relation to the same period of 2016, was the 34.9% drop seen in Angola during the first three months of this financial year.
Distribution experienced an increase of 3.4% when compared to the first three months of 2015.
During the first three months of 2016, the consolidation of business units operating in this sector continued in Angola.
In Energy, the Group's turnover decreased by 5.7% when compared to the same period of the previous year.
Currently, the Group only operates in the Gas area.
Turnover of Distribution
Turnover of the Automotive sector
Turnover in the automotive sector decreased by 58.1% when compared to March 2015.
During the first three months of the year, a 72% decrease was seen in units sold in the light vehicles segment, and a 17% decrease in after-sales services.
Operating profits suffered a decrease of 19.2% when compared to the same period of the previous year, dropping to 297,365 thousand euros.
Evolution of Operating Income
(Values in thousands of Euro)
The following table shows good performance in the Concessions and Services and Distribution sectors.
Operating Profits by activity and geographical markets:
| Activity Sector | Internal Market | External Market | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1st Q 16 | 1st Q 15 | Var (%) | 1st Q 16 | 1st Q 15 | Var (%) | 1st Q 16 | 1st Q 15 | Var (%) | ||
| Construction | 25,659 | 25,657 | 0.0% | 100,162 | 125,452 | (20.2%) | 125,821 | 151,109 | (16.7%) | |
| Concessions and Services | 8,023 | 8,818 | $(9.0\%)$ | 18,987 | 17,862 | 6.3% | 27,010 | 26,680 | 1.2% | |
| Real estate | 12,097 | 10,476 | 15.5% | 12,535 | 20,297 | (38.2%) | 24,632 | 30,773 | $(20.0\%)$ | |
| Hotel services | 2,351 | 3,600 | (34.7%) | 12,586 | 15,749 | (20.1%) | 14,937 | 19,349 | (22.8%) | |
| Distribution | 365 | 263 | 38.8% | 74,619 | 74,246 | 0.5% | 74,984 | 74,509 | 0.6% | |
| Energy | 4,911 | 5,781 | $(15.0\%)$ | 4,911 | 5,781 | (15.0%) | ||||
| Automotive | ٠. | 25,070 | 59,617 | (57.9%) | 25,070 | 59,617 | (57.9%) | |||
| Total | 53,406 | 54,595 | (2.2%) | 243,959 | 313,223 | (22.1%) | 297,365 | 367,818 | (19.2%) |
(Values in thousands of Euro)
As a result of the evolutions mentioned above, the contributions of each of the sectors of activity to the global value of operating profits achieved on 31 March, 2016 were as follows:
A 41% increase was seen in EBITDA when compared to March 2015, fixed at 48,498 thousand euros.
Evolution of EBITDA
(Values in thousands of Euro)
An analysis of this indicator by sector, on the map shown below, shows very disparate behaviour of the different business areas, depending on the unique features of each activity and the respective markets in which the company operates.
| Activity Sector | 1st Q 16 | 1st Q 15 | Var (%) |
|---|---|---|---|
| Construction | 5,893 | (3,207) | |
| Concessions and Services | 4,108 | 5,370 | (23.5%) |
| Real estate | 12,393 | 16.947 | (26.9%) |
| Hotel services | 1,562 | 3.360 | (53.5%) |
| Distribution | 18,460 | 2,980 | 519.5% |
| Energy | 1.035 | 1,846 | (43.9%) |
| Automotive | 7.872 | 9.979 | (21.1%) |
| Not allocated to segments | (2,824) | (2,881) | (2.0% |
| Eliminations | (1) | (1) | |
| 48,498 | 34.393 | 41.0% |
Evolution of EBITDA by Sectors of Activity
(Values in thousands of Euro)
A 75.1% increase in EBITDA Margin / Turnover was seen when compared to the same period of the previous year, increasing from 9.6% to 16.8% in March, 2016.
Evolution of the EBITDA margin / Turnover
Financial results were negative - amounting to 46,402 thousand euros in the period ending 31 March 2016, whereas at the end of the first quarter of 2015 the financial results were positive to the tune of 17.891 thousand euros.
| 1st Q 16 | 1st Q 15 | Var (%) | |
|---|---|---|---|
| Financial costs and losses: | (127,091) | (173, 660) | (26.8%) |
| Supported interests | (18, 891) | (24, 767) | (23.7%) |
| Unfavourable currency conversion differences | (102, 281) | (144, 372) | (29.2%) |
| Other financial costs and losses | (5, 919) | (4,521) | 30.9% |
| Financial income and gains: | 80,416 | 191,241 | (58.0%) |
| Obtained interests | 3,184 | 4,954 | (35.7%) |
| Favourable currency conversion differences | 76,236 | 185,555 | (58.9%) |
| Cash discounts received | 33 | 93 | (64.5%) |
| Other financial income and gains | 963 | 639 | 50.7% |
| Earnings from investment activities: | 273 | 310 | (11.9%) |
| Earnings from associates and joint works | 5,109 | (635) | |
| Dividends | 1,570 | 165 | 851.5% |
| Other investments | 1,807 | 780 | 131.7% |
| Gains / loss in assets available for sale | (8,213) | ||
| Financial Results | (46, 402) | 17,891 | |
(Values in thousands of Euro)
This indicator experienced a negative change of 64.293 thousand euros when compared to the same period of 2015, with an emphasis on the contribution of the following changes:
- A negative change of 67,228 thousand euros, resulting from the impact of exchange rate differences;
- Negative impact of the impairment loss in the subsidiary "Banco Comercial Português, S.A." of 8,213 thousand euros in March 2016;
- Positive change of 5,744 thousand euros in results relating to associated companies and joint ventures;
- Positive change of 1,027 thousand euros in other investments, resulting from the divestment of the financial stake in "AEDL – Auto-Estradas do Douro Litoral, S.A.";
- Positive change resulting from the 5,876 thousand euro decrease in interest paid.
The amount of Income Tax payable at 31 March, 2016 was 4,584 thousand euros, whereas it stood at minus 12,058 thousand euros during the same period of the previous year.
| 1st Q 16 | 1st Q 15 | Var (%) | |
|---|---|---|---|
| Current Tax | (18,904) | (12, 374) | 52.8% |
| Deferred tax | 23,488 | 316 | 7332.9% |
| 4,584 | (12,058) |
(Values in thousands of Euro)
Total Net Assets decreased by 9.4% in relation to 31 December 2015, having reached EUR 2,592,460 thousand.
Evolution of Net asset
(Values in thousands of Euro)
The Group holds significant assets in countries like Angola, which, due to the fact that they are on the books in currencies that suffer significant devaluations, had an impact on the consolidated accounts in euros; this does not necessarily correspond to the effective depreciation of these assets.
A slight increase of 0.5% was seen in Net debt when compared to the end of last year, standing at 1,152,789 thousand euros at 31 March, 2016.
Evolution of Net Debt
(Values in thousands of Euro)
When analysing the evolution of these indicators, the accentuated devaluation of currencies in which the Group operates, namely the Angolan Kwanza, should be taken into consideration, along with investments made in installations and equipment, which amounted to 13.6 million euros during the period.
Equity Attributable to Shareholders decreased by 106,858 thousand euros, from 467,927 thousand euros to 361,069 thousand euros, corresponding to a 22.8% decrease when compared to 31 December 2015.
Total Equity decrease by 20.8%, standing at 410,293 thousand euros, influenced essentially by the following factors:
- A negative net result of 11,445 thousand euros;
- Negative effect of 83,548 thousand euros, resulting from the currency conversion recorded as a result of the devaluation of the Currencies in which the Group operates in relation to the Euro;
- Negative hedge operation effect of EUR 1,567 thousand, arising from the variation of the fair value of the financial instrument (interest rate swap) contracted in 2008 under the Concession for the Management of Cascais Hospital Building.
Financial Autonomy shifted from 18.1% as at 31 December 2015 to 15.8% at 31 March, 2016.
The Average Number of Employees at the end of the period ending 31 March 2016 was 12,002, representing a decrease of 10.2% when compared to 31 December 2015, accompanying the previously explained decrease in activity in these first three months of 2016.
Evolution of the Average Number of Employees
The list price of securities of "Teixeira Duarte, S.A." ranged between 0.314 euros on 31 December 2015 and 0.279 euros on 31 March 2016.
The following graph shows the evolution in listed share prices during the first three months of this year, which have varied during this period between a minimum of 0.22 euros and a maximum of 0.33 euros.
5,494,535 shares were traded on the stock exchange during this period, with a total amount of turnover of 1,537,872 euros.
III. EVENTS THAT OCCURRED AFTER THE END OF THE 1ST QUARTER OF 2016
TEIXEIRA DUARTE continued its activity in the different markets in which it operates, and there are no relevant events to mention, occurring between 31 March 2016 and the issue date of this document.
IV. OUTLOOK FOR 2016
Apart from possible new contracts, the Group has secured certain Construction activity levels in the external market that, despite the Teixeira Duarte Group's Order Portfolio for the construction sector shrinking by 1.2% when compared to the end of 2015, allowed the portfolio to reach, in its entirety, 2,206,883 thousand euros at 31 March 2016, of which 766,659 thousand euros are for 2019 onwards.
For a more detailed analysis of closer periods, that is, for the remaining 1,440,224 thousand euros that have already been contracted and the execution of which is forecast for the next nine months of 2016 and the years 2017 and 2018, below can be found a map showing additional elements, based on their distribution in countries where the group operates:
| Apr-Dec 2016 | Contribution (%) | 2017 | Contribution (%) | 2018 | Contribution (%) | |
|---|---|---|---|---|---|---|
| Portugal | 46,161 | 8.50% | 43,337 | 8.2% | 75,968 | 20.4% |
| Angola | 66,524 | 12.30% | 15,282 | 2.9% | 31,089 | 8.4% |
| Algeria | 226,647 | 41.80% | 310,275 | 58.9% | 145,423 | 39.1% |
| Brazil | 67,571 | 12.40% | 118,352 | 22.5% | 60,160 | 16.2% |
| Spain | 4,103 | 0.80% | - | - | - | - |
| Mozambique | 71,315 | 13.20% | 25,779 | 4.9% | 3,366 | 0.9% |
| Venezuela | 53,611 | 9.90% | 11,536 | 2.2% | 55,423 | 14.9% |
| Other Markets | 6,000 | 1.10% | 2,014 | 0.4% | 288 | 0.1% |
| Total | 541,932 | 100.0% | 526,575 | 100.0% | 371,717 | 100.0% |
(Values in thousands of Euro)
For 2016, Teixeira Duarte envisages operating profits of around 1.3 billion euros, corresponding to a reduction in activity caused by difficulties with accessing currencies in external markets.
This situation involves an appropriate reduction in structures which, together with the difficulty of expanding funding in Portugal, will lead to a reduction in the Group's production capacity.
Lagoas Park, 30 May, 2016
The Board of Directors,
Pedro Maria Calainho Teixeira Duarte
Manuel Maria Calainho de Azevedo Teixeira Duarte
Joel Vaz Viana de Lemos
Carlos Gomes Baptista
Diogo Bebiano Branco de Sá Viana Rebelo
Jorge Ricardo de Figueiredo Catarino
Consolidated Financial Statements - 1st Quarter2016
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2016 AND 31 DECEMBER 2015 (Values expressed in thousands of Euro)
| Notes | 31-03-16 | 31-12-15 | |
|---|---|---|---|
| (Non-audited) | (Audited) | ||
| Non-current assets: | |||
| Goodwill | 21,910 | 21,955 | |
| Intangible assets | 28,213 | 33,262 | |
| Tangible fixed assets | 13 | 561,574 | 630,986 |
| Investment Properties | 14 | 491,832 | 511,683 |
| Investments in associates and joint-ventures | 7 and 15 | 11,342 | 16,874 |
| Financial assets available for sale | 7 and 16 | 22,214 | 30,427 |
| Other investments | 54,549 | 52,970 | |
| Assets for deferred tax | 18 | 215,874 | 194,913 |
| Clients | 49,752 | 52,087 | |
| Other debtors | 97 | 99 | |
| Other non-current assets | 923 | 1,242 | |
| Total of non-current assets | 1,458,280 | 1,546,498 | |
| Current assets: | |||
| Inventories | 257,753 | 274,018 | |
| Clients | 370,240 | 433,569 | |
| Other debtors | 55,850 | 55,908 | |
| Cash and cash equivalents | 20 | 212,159 | 252,693 |
| Other investments | 35 | 35 | |
| Other current assets | 215,571 | 276,538 | |
| 1,111,608 | 1,292,761 | ||
| Assets for sale | 17 | 22,572 | 22,572 |
| Total of current assets | 1,134,180 | 1,315,333 | |
| TOTAL OF ASSET | $\overline{7}$ | 2,592,460 | 2,861,831 |
| Equity: | |||
| Capital | 21 | 210,000 | 210,000 |
| Adjustments of shareholdings in associates and joint-ventures | (32) | 8,326 | |
| Effect of currency adjustments | (30, 136) | 48,126 | |
| Reserves and retained income | 22 | 203,698 | 167,822 |
| Consolidated net result | (22, 461) | 33,653 | |
| Equity attributable to shareholders | 361,069 | 467,927 | |
| Non-controlling interests | 49,224 | 50,290 | |
| EQUITY TOTAL | 518,217 | ||
| Non-current liabilities: | 410,293 | ||
| Loans | |||
| Provisions | 23 | 694,673 48,186 |
665,537 52,441 |
| Financial Leases | 156,874 | 155,889 | |
| Liabilities for deferred tax | 18 | 56,447 | 59,019 |
| Other Creditors | 89 | 113 | |
| Other non-current liabilities | 64,396 | 70,780 | |
| Total of non-current liabilities | 1,020,665 | 1,003,779 | |
| Current liabilities: | |||
| Loans | 23 | 670,275 | 734,596 |
| Suppliers | 158,465 | 193,896 | |
| Financial Leases | 20,000 | 18,913 | |
| Other Creditors | 33,510 | 34,246 | |
| Other current liabilities | 279,252 | ||
| Total of current liabilities | 358,184 | ||
| TOTAL OF LIABILITY | 1,161,502 | 1,339,835 | |
| 7 | 2,182,167 | 2,343,614 | |
| TOTAL OF LIABILITY AND EQUITY | 2,592,460 | 2,861,831 |
CONSOLIDATED STATEMENT OF RESULTS DURING THE PERIODS ENDED ON 31 MARCH 2016 AND 2015 (Non Audited) (Values expressed in thousands of Euro)
| Notes | 1st Quarter 16 1st Quarter 15 | ||
|---|---|---|---|
| Operating income: | |||
| Sales and services rendered | $7$ and $8$ | 289,486 | 359,494 |
| Other operating income | 8 | 7,879 | 8,324 |
| Total of operating income | 8 | 297,365 | 367,818 |
| Operating costs: | |||
| Cost of sales | (87, 667) | (141, 775) | |
| Production changes | 667 | (416) | |
| External supplies and services | (87, 128) | (97, 274) | |
| Expenses with staff | (64, 402) | (81, 290) | |
| Amortizations and depreciations | 7 | (19, 770) | (22, 650) |
| Provisions and impairment losses in depreciable and amortizable asset and Goodwill | $\overline{7}$ | 1,645 | (2,202) |
| Other operating costs | (10, 337) | (12, 670) | |
| Total of operating costs | (266,992) | (358, 277) | |
| Operational Income | $\overline{7}$ | 30,373 | 9,541 |
| Costs and financial losses | 7 and 9 | (127,091) | (173, 660) |
| Income and financial earnings | 7 and 9 | 80,416 | 191,241 |
| Income related to investment activities: | |||
| Income related to affiliates and joint-ventures | 7 and 9 | 5,109 | (635) |
| Other | 7 and 9 | (4,836) | 945 |
| Financial Results | (46, 402) | 17,891 | |
| Results before taxes | $\overline{7}$ | (16,029) | 27,432 |
| Income tax | 10 | 4,584 | (12,058) |
| Consolidated net result for the quarter | (11, 445) | 15,374 | |
| Net results attributable to: | |||
| Equity holders | 11 | (22, 461) | 15,268 |
| Non-controlling interests | 11,016 | 106 | |
| Income by share: | |||
| Basic (euros) | 11 | (0.05) | 0.04 |
| Diluted (euros) | 11 | (0.05) | 0.04 |
CONSOLIDATED STATEMENTS OF OTHER INTEGRAL INCOME DURING THE PERIODS ENDED ON 31 MARCH 2016 AND 2015 (Non Audited)
(Values expressed in thousands of Euro)
| Notes | 1 st Quarter 16 1 st Quarter 15 | ||
|---|---|---|---|
| Consolidated net result for the quarter | (11, 445) | 15,374 | |
| Income and expenses that will not be reclassified for results | |||
| Other equity variations | (3,006) | (4, 381) | |
| (3,006) | (4, 381) | ||
| Income and expenses that can be reclassified for results | |||
| Fair value of financial assets available for sale | 16 | 17,266 | |
| Effect of currency adjustments | (83, 548) | 10,057 | |
| Adjustments of shareholdings in associates and joint-ventures | 15 | (8, 358) | (2, 279) |
| Financial instruments due to coverage | (1, 567) | (1, 237) | |
| (93, 473) | 23,807 | ||
| Result known directly in equity | (96, 479) | 19,426 | |
| Comprehensive income of the quarter | (107, 924) | 34,800 | |
| Comprehensive income attributable to: | |||
| Equity holders | (106, 858) | 35,177 | |
| Non-controlling interests | (1,066) | (377) |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY DURING THE PERIODS ENDED ON 31 MARCH 2016 AND 2015 (Non Audited) (Values expressed in thousands of Euro)
| Reserves and Retained Income | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Capital | Adjustments of capital shares in associates and joint ventures |
Currency conversion adjustments |
Legal Reserve | Free reserves |
Fair Value Reserve | Hedge operation reserve |
Retained income |
Consolidated Net Result | Total of equity attributable to shareholders |
Non-controlling interests |
Total | |
| Balance on January 1st, 2015 | 210 000 | 9 670 | 55 546 21 000 122 052 | 4 035 | (13 466) | (21 431) | 70 281 | 457 687 | 27 058 484 745 | ||||
| Comprehensive income of the quarter | |||||||||||||
| Consolidated net result for the quarter | - | - | - | - | - | - | - | - | 15 268 | 15 268 | 106 | 15 374 | |
| Variation in the currency conversion adjustments | - | - | 7 832 | - | - | - | - | - | - | 7 832 | 2 225 | 10 057 | |
| Variation of fair value and sale of financial assets | |||||||||||||
| available for sale | 1 6 |
- | - | - | - | - | 17 266 | - | - | - | 17 266 | - | 17 266 |
| Hedge operation effect | - | - | - | - | - | - | (1 237) | - | - | (1 237) | - | (1 237) | |
| Effect of applying the equity method | 1 5 |
- | (2 279) | - | - | - | - | - | - | - | (2 279) | - | (2 279) |
| Others | - | - | - | - | - | - | - | (1 669) | - | (1 669) | (2 712) | (4 381) | |
| Operations with capital holders in the quarter: Application of consolidated results from 2014: |
|||||||||||||
| Transfer to retained income | - | - | - | - | - | - | - | 70 281 | (70 281) | - | - | - | |
| Balance on March 31st, 2015 | 210 000 | 7 391 | 63 378 21 000 122 052 21 301 | (14 703) | 47 181 | 15 268 | 492 868 | 26 677 519 545 | |||||
| Reserves and Retained Income | |||||||||||||
| Notes | Capital | Adjustments of capital shares in associates and joint ventures |
Currency conversion adjustments |
Legal Reserve | Free reserves |
Fair Value Reserve | Hedge operation reserve |
Retained income |
Consolidated Net Result | Total of equity attributable to shareholders |
Non-controlling interests |
Total | |
| Balance on January 1st, 2016 | 210 000 | 8 326 | 48 126 31 500 176 163 | - | (11 698) | (28 143) | 33 653 | 467 927 | 50 290 518 217 | ||||
| Comprehensive income of the quarter | |||||||||||||
| Consolidated net result for the quarter | - | - | - | - | - | - | - | - | (22 461) | (22 461) | 11 016 | (11 445) | |
| Variation in the currency conversion adjustments | - | - | (78 262) | - | - | - | - | - | - | (78 262) | (5 286) | (83 548) | |
| Hedge operation effect | - | - | - | - | - | - | (1 567) | - | - | (1 567) | - | (1 567) | |
| Effect of applying the equity method | 1 5 |
- | (8 358) | - | - | - | - | - | - | - | (8 358) | - | (8 358) |
| Others | - | - | - | - | - | - | - | 3 790 | - | 3 790 | (6 796) | (3 006) | |
| Operations with capital holders in the quarter: Application of consolidated results from 2015: |
|||||||||||||
| Transfer to retained income | - | - | - | - | - | - | - | 33 653 | (33 653) | - | - | - | |
| Balance on March 31st, 2016 | 210 000 | (32) | (30 136) 31 500 176 163 | - | (13 265) | 9 300 | (22 461) | 361 069 | 49 224 410 293 |
CONSOLIDATED STATEMENTS OF CASH FLOWS DURING THE PERIODS ENDED ON 31 MARCH 201 AND 2015 (Non Audited) (Values expressed in thousands of Euro)
| Notes | 1 st Quarter 16 | 1st Quarter 15 | |
|---|---|---|---|
| OPERATIONAL ACTIVITIES: | |||
| Receipts from customers | 251,013 | 384,124 | |
| Payment to suppliers | (158, 382) | (347,800) | |
| Payment to staff | (61,902) | (73, 649) | |
| Cash flow generated by operations | 30,729 | (37, 325) | |
| Payment/receipt of income tax | (2,744) | (1,907) | |
| Other receipts/payments related to the operational activity | 10,669 | (17, 131) | |
| Cash flows of operational activities (1) | 38,654 | (56, 363) | |
| INVESTMENT ACTIVITIES: | |||
| Receipts related to: | |||
| Financial investments | 20 | 2,491 | 15,057 |
| Tangible fixed assets and investment properties | 2,283 | 2,287 | |
| Interests and similar gains | 3,790 | 5,279 | |
| Dividends | 20 | 1,570 | 165 |
| 10,134 | 22,788 | ||
| Payments related to: | |||
| Financial investments | 20 | (1,628) | |
| Tangible fixed assets and investment properties | (7,786) | (14, 736) | |
| Intangible assets | (87) | (163) | |
| (7, 873) | (16, 527) | ||
| Cash flows from investment activities (2) | 2,261 | 6,261 | |
| FINANCING ACTIVITIES: | |||
| Receipts related to: | |||
| Obtained loans | 302,967 | 485,334 | |
| Payments related to: | |||
| Obtained loans | (338, 151) | (438, 343) | |
| Interests and similar costs | (17, 919) | (24, 220) | |
| (356,070) | (462, 563) | ||
| Cash flows from financing activities (3) | (53, 103) | 22,771 | |
| Variation of cash and cash-equivalent items $(4)=(1)+(2)+(3)$ | (12, 188) | (27, 331) | |
| Exchange rate differences Effect | (28, 346) | 12,561 | |
| Cash and cash-equivalent items - scope change | (1, 431) | ||
| Cash and cash-equivalent items at the beginning of the quarter | 20 | 252,693 | 191,477 |
| Cash and cash-equivalent items at the end of the quarter | 20 | 212,159 | 175,276 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2016 (Non Audited)
1 - INTRODUCTION
TEIXEIRA DUARTE, S.A. ("Company" or "TD, S.A.") with head office in Porto Salvo, was incorporated on 30 November 2009, with share capital of EUR 210,000,000, represented by 420,000,000 shares with the nominal value of EUR 0.5 each, and its core business is the implementation and management of investments, the coordination and supervision of other companies integrated in or related to its business Group.
The corporate universe of Teixeira Duarte ("Group") is composed of the participated companies indicated in Note 4. The Group's core activities are: Construction; Concessions and Services; Real Estate; Hotel Services; Distribution; Energy and Automotive (Note 7).
The stated values will be expressed in thousands of euros, unless expressly indicated.
2 - BASIS OF PRESENTATION
The consolidated financial statements at 31 March, 2016 have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS"), as adopted by the European Union, in effect for periods beginning on 1 January, 2016, and in accordance with IAS 34 - Interim Financial Reporting.
3 - ALTERATIONS OF POLICIES, ESTIMATES AND ERRORS
The accounting policies that have been adopted are consistent with those used to prepare the financial statements for the financial year ending 31 December 2015, described in the respective annex, with the exception of rules and interpretations whose effective date corresponds to financial years starting on or after 1 January 2016.
4 - COMPANIES INCLUDED IN THE CONSOLIDATION PERIMETER
As at 31 March 2016, TEIXEIRA DUARTE, S.A. and the following controlled companies were included in the consolidation, by the full method:
| Social Denomination | Head Office | Percentage of effective participation |
|
|---|---|---|---|
| INTERNAL MARKET | |||
| CONSTRUCTION | |||
| CONSTRUSALAMONDE, ACE | Edifício 2, Lagoas Park Porto Salvo |
92,50% | |
| EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A. |
Edifício 1, Lagoas Park Porto Salvo |
100,00% | |
| OFM - Obras Fluviais e Marítimas, S.A. | Edifício 1, Lagoas Park Porto Salvo |
60,00% | |
| SOMAFEL - Engenharia e Obras Ferroviárias, S.A. | Edifício 1, Lagoas Park Porto Salvo |
60,00% | |
| TEIXEIRA DUARTE – Engenharia e Construções, S.A. | Edifício 2, Lagoas Park Porto Salvo |
100,00% | |
| CONCESSIONS AND SERVICES | |||
| RECOLTE, Serviços e Meio Ambiente (Porto), S.A. | Praça do Bom Sucesso, nº 61 - Escritórios 501 e 502 | 100,00% | |
| MARINERTES, S.A. | Porto Rotunda Engº Edgar Cardoso, nº 23 – 8º Vila Nova de Gaia |
51,00% | |
| RECOLTE, Serviços e Meio Ambiente, S.A. | Edifício 1, Lagoas Park Porto Salvo |
100,00% | |
| RECOLTE, Serviços e Meio Ambiente (Açores), Unipessoal, Lda. |
Zona Industrial Chã do Rego d`Agua Cabouco, Ilha de São Miguel - Açores |
100,00% | |
| SATU-Oeiras - Sistema Automático de Transporte Urbano, E.M., S.A. (a) |
Edifício Paço de Arcos, E.N. 249/3 Paço de Arcos |
49,00% | |
| TDGI - Tecnologia de Gestão de Imóveis, S.A. | Edifício 1, Lagoas Park Porto Salvo |
100,00% | |
| TDHOSP - Gestão de Edifício Hospitalar, S.A. | Edifício 2, Lagoas Park Porto Salvo |
100,00% | |
| REAL ESTATE | |||
| BONAPARTE - Imóveis Comerciais e Participações, S.A. | Edifício 2, Lagoas Park Porto Salvo |
100,00% | |
| Fundo de Investimento Imobiliário Fechado TDF | Edifício 2, Lagoas Park Porto Salvo |
100,00% | |
| IMOPEDROUÇOS - Sociedade Imobiliária, S.A. | Edifício 2, Lagoas Park Porto Salvo |
100,00% | |
| IMOTD – Sociedade Gestora de Participações Sociais, S.A. |
Edifício 2, Lagoas Park Porto Salvo |
100,00% | |
| MALANGA – Investimentos Imobiliários, Unipessoal Lda. |
Edifício 2, Lagoas Park Porto Salvo |
100,00% | |
| QUINTA DE CRAVEL - Imobiliária, S.A. | Edifício 2, Lagoas Park Porto Salvo |
100,00% | |
| TDE - Empreendimentos Imobiliários, S.A. | Edifício 2, Lagoas Park Porto Salvo |
100,00% | |
| TD VIA - Sociedade Imobiliária, S.A. | Edifício 2, Lagoas Park Porto Salvo |
93,75% | |
| TDF - Sociedade Gestora de Fundos de Investimento Imobiliário, S.A. |
Edifício 2, Lagoas Park Porto Salvo |
100,00% |
| Social Denomination | Head Office | Percentage of effective participation |
|---|---|---|
| TEIXEIRA DUARTE - Gestão de Participações e | Edifício 2, Lagoas Park | 100,00% |
| Investimentos Imobiliários, S.A. TRANSBRITAL - Britas e Empreendimentos |
Porto Salvo Edifício 2, Lagoas Park |
100,00% |
| Imobiliários, S.A. | Porto Salvo | |
| V8 - Gestão Imobiliária, S.A. | Edifício 2, Lagoas Park Porto Salvo |
100,00% |
| HOTEL SERVICES | ||
| ESTA - Gestão de Hotéis, S.A. | Edifício 2, Lagoas Park Porto Salvo |
100,00% |
| GO CORP TRAVEL SOLUTIONS – Agência de Viagens, S.A. |
Rua Encosta das Lagoas, nº 8 Porto Salvo |
100,00% |
| LAGOASFUT - Equipamento Recreativo e | Edifício 2, Lagoas Park | 100,00% |
| Desportivo, S.A. | Porto Salvo | |
| LAGOAS HOTEL, S.A. | Edifício 2, Lagoas Park Porto Salvo |
100,00% |
| SINERAMA - Organizações Turísticas e Hoteleiras, S.A. | Edifício 2, Lagoas Park | 100,00% |
| TDH - Sociedade Gestora de Participações Sociais, S.A. | Porto Salvo Edifício 2, Lagoas Park |
100,00% |
| TDHC - Instalações para Desporto e Saúde, S.A. | Porto Salvo Edifício 2, Lagoas Park Porto Salvo |
100,00% |
| DISTRIBUTION | ||
| BONAPAPEL - Artigos de Papelaria e Equipamentos | Edifício 2, Lagoas Park | 100,00% |
| Informáticos - Unipessoal, Lda. | Porto Salvo | |
| TEIXEIRA DUARTE - DISTRIBUIÇÃO S.A. | Edifício 1, Lagoas Park Porto Salvo |
100,00% |
| ENERGY | ||
| ACG - Distribuição e Comércio de Gás, S.A. (b) | Rua das Lagoas - Campo Raso | 50,00% |
| DIGAL - Distribuição e Comércio, S.A. (b) | Sintra Rua das Lagoas - Campo Raso |
50,00% |
| Sintra | ||
| MULTIGÁS - Sociedade Comercial e | Rua das Lagoas - Campo Raso | 50,00% |
| Distribuidora de Gás, S.A. (b) PPS - Produtos Petrolíferos, S.A. (b) |
Sintra Edifício 1, Lagoas Park |
50,00% |
| Porto Salvo | ||
| TANQUIGÁS - Distribuição e Comércio de Gás, S.A. (b) | Rua das Lagoas - Campo Raso Sintra |
50,00% |
| TDARCOL - Sociedade Gestora de Participações Sociais, S.A. (c) |
Edifício 1, Lagoas Park Porto Salvo |
50,00% |
| AUTOMOTIVE | ||
| SMOTORS, S.A. | Edifício 1, Lagoas Park | 100,00% |
| SMOTORS, S.A. | Edifício 1, Lagoas Park | 100,00% |
|---|---|---|
| Porto Salvo l | ||
| TDO - Investimento e Gestão, S.A. | Rua das Pretas, 4 - Fracção 4 D | 100,00% |
| Funchal |
| Social Denomination | Head Office | Percentage of effective participation |
|---|---|---|
| OTHER | ||
| C + P.A. - Cimento e Produtos Associados, S.A. | Edifício 1, Lagoas Park | 100,00% |
| TDO - Sociedade Gestora de Participações Sociais, S.A. | Porto Salvo Rua das Pretas, 4 - Fracção 4 D |
100,00% |
| TEDAL - Sociedade Gestora de Participações Sociais, S.A. |
Funchal Edifício 2, Lagoas Park Porto Salvo |
100,00% |
| EXTERNAL MARKET | ||
| SOUTH AFRICA | ||
| DISTRIBUTION | ||
| Global Net Distributors (Pty) Ltd. | 10 Ninth Avenue Northmead, Gauteng 1501 |
100,00% |
| ANGOLA | ||
| CONSTRUCTION | ||
| BETANGOLA - Betões e Pré-Fabricados de Angola, Lda. | Alameda Manuel Van-Dúnem, nº 318 Luanda |
100,00% |
| CONCESSIONS AND SERVICES | ||
| EDUCARE - Actividades Educativas e Culturais, Lda. | Alameda Manuel Van-Dúnem, nº 318 | 100,00% |
| TDGI - Tecnologia de Gestão de Imóveis, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 Luanda |
42,40% |
| REAL ESTATE | ||
| AFRIMO - Empreendimentos Imobiliários, Lda. | Alameda Manuel Van-Dúnem, nº 318 | 51,00% |
| ANGOPREDIAL - Empreendimentos Imobiliários, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% |
| IMO 1 - Empreendimentos Imobiliários, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% |
| IMOAFRO - Empreendimentos Imobiliários, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% |
| TEIXEIRA DUARTE - Engenharia e Construções (Angola), Lda. |
Luanda Alameda Manuel Van-Dúnem, nº 318 Luanda |
100,00% |
| HOTEL SERVICES | ||
| ALVALADE - Empreendimentos Turísticos e | Alameda Manuel Van-Dúnem, nº 318 | 100,00% |
| Hoteleiros, Lda. ANGOIMO - Empreendimentos e Construções, Lda. |
Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% |
| HOTEL TRÓPICO, S.A. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
80,00% |
| HOTEL BAÍA, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 Luanda |
100,00% |
| Social Denomination | Head Office | Percentage of effective participation |
|
|---|---|---|---|
| DISTRIBUTION | |||
| CND – Companhia Nacional de Distribuição, Lda. | Alameda Manuel Van-Dúnem, nº 318 | 100,00% | |
| COM 1 - Comércio e Distribuição, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% | |
| DCG – Distribuição e Comércio Geral, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% | |
| OCC – Operador Central de Comércio, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
80,00% | |
| AUTOMOTIVE | Luanda | ||
| AUTO 1 - Comércio Automóvel, Lda. | Alameda Manuel Van-Dúnem, nº 318 | 100,00% | |
| AUTO COMPETIÇÃO Angola, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% | |
| AUTO 8, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% | |
| COMÉRCIO DE AUTOMÓVEIS, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% | |
| TDA - Comércio e Indústria, Lda. | Luanda Alameda Manuel Van-Dúnem, nº 318 |
100,00% | |
| VAUCO - Automóveis e Equipamentos, Lda. | Luanda Rua Ho Chi Min, Junto ao largo da Independência Luanda |
51,00% | |
| OTHER | |||
| INVESTIPART – Participações e Investimentos, S.A. | Alameda Manuel Van-Dúnem, nº 318 Luanda |
36,00% | |
| ALGERIA | |||
| CONSTRUCTION | |||
| TEIXEIRA DUARTE ALGERIE, SPA | 8 Roeute Ben Aknoun, El Biar Alger |
99,94% | |
| BELGIUM | |||
| CONCESSIONS AND SERVICES | |||
| TDGI | Avenue Jean-Monnet, 1 À 1348 Louvain-La-Neuve |
100,00% | |
| BRAZIL | |||
| CONSTRUCTION | |||
| EMPA, S.A. - Serviços de Engenharia | Rua Major Lopes, 800 | 100,00% | |
| SOMAFEL – Obras Ferroviárias e Marítimas, Ltda. |
Bairro São Pedro - Belo Horizonte Rua Major Lopes, 800 – sala 306 Bairro São Pedro – Belo Horizonte |
60,00% | |
| CONCESSIONS AND SERVICES | |||
| GONGOJI Montante Energia, S.A. | Rua Major Lopes, 800 – 3º - sala 310 | 100,00% | |
| PAREDÃO de Minas Energia, S.A. | Bairro São Pedro - Belo Horizonte Rua Major Lopes, 800 – 3º - sala 306 |
100,00% | |
| TABOQUINHA Energia, S.A. | Bairro São Pedro - Belo Horizonte Rua Major Lopes, 800 – 3º - sala 308 Bairro São Pedro - Belo Horizonte |
100,00% |
| Social Denomination | Head Office | Percentage of effective participation |
|||
|---|---|---|---|---|---|
| REAL ESTATE | |||||
| TDPG - Empreendimentos Imobiliários | Avenida Domingos Ferreira nº 4060, sala 301 | 100,00% | |||
| e Hoteleiros, Ltda. | Boa Viagem - Cidade de Recife | ||||
| TDSP - Participações, Ltda. | Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 01 Itaim Bibi - São Paulo |
100,00% | |||
| TDSP - Elisa de Moraes Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 02 Itaim Bibi - São Paulo |
90,00% | |||
| TDSP - Bela Vista - Empreendimentos Imobiliários, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 15 Itaim Bibi - São Paulo |
92,65% | |||
| TDSP - Galeno de Castro Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 03 Itaim Bibi - São Paulo |
92,65% | |||
| TDSP – Maratona Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 10 Itaim Bibi - São Paulo |
92,65% | |||
| TDSP - Direitos Humanos Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 12 Itaim Bibi - São Paulo |
92,65% | |||
| TDSP – Alta Vista I Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 05 Itaim Bibi - São Paulo |
92,65% | |||
| TDSP – Verum Mooca Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 06 Itaim Bibi - São Paulo |
100,00% | |||
| TDSP – Gilberto Sabino Empreendimentos Imobiliários, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 07 Itaim Bibi - São Paulo |
100,00% | |||
| TDSP – Alta Vista II Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 08 Itaim Bibi - São Paulo |
92,65% | |||
| TDSP – Gualaxos Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401, sala 09 100,00% Itaim Bibi - São Paulo |
||||
| TDSP – Alta Vista III Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602 Itaim Bibi - São Paulo |
92,65% | |||
| TDSP – Zanzibar Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 18 Itaim Bibi - São Paulo |
92,50% | |||
| TDSP – Dionísio da Costa Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602 Itaim Bibi - São Paulo |
92,50% | |||
| TDSP – Baceunas Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 6º andar, Conjunto 602 Itaim Bibi - São Paulo |
100,00% | |||
| TDSP – Maria de Jesus Empreendimentos | Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 04 | 95,00% | |||
| Imobiliários SPE, Ltda. TDSP – Volta Redonda Empreendimentos |
Itaim Bibi - São Paulo Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 13 |
95,00% | |||
| Imobiliários SPE, Ltda. TDSP – Nilo Empreendimentos Imobiliários, Ltda. |
Itaim Bibi - São Paulo Rua Iguatemi, nº 448, 14º andar, Conjunto 1401, sala 14 100,00% |
||||
| TDSP – Alta Vista IV Empreendimentos | Itaim Bibi - São Paulo Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 15 |
92,65% | |||
| Imobiliários SPE, Ltda. TDSP – 16 Empreendimentos Imobiliários SPE, Ltda. |
Itaim Bibi - São Paulo Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 16 |
100,00% | |||
| TDSP – 17 Empreendimentos Imobiliários SPE, Ltda. | Itaim Bibi - São Paulo Rua Iguatemi, nº 448, 6º andar, Conjunto 602, sala 17 Itaim Bibi - São Paulo |
100,00% |
DISTRIBUTION
TDD - Distribuição, Ltda. Rua Iguatemi, nº 448, 6º andar, Conjunto 602 100,00% Itaim Bibi - São Paulo
CYPRUS
OTHER
LEVENEL, Limited Irakli, Egkomi, 2413 100,00% Nicósia
| Social Denomination | Head Office | Percentage of effective participation |
|---|---|---|
| SPAIN | ||
| CONSTRUCTION | ||
| UTE DE VIANA | Av. Alberto Alcocer, 24 - 7º Madrid |
100,00% |
| CONCESSIONS AND SERVICES | ||
| RECOLTE, Servicios Y Medioambiente, S.A. Sociedade Unipersonal. |
Av. Alberto Alcocer, 24 - 7º Madrid |
100,00% |
| UNITED STATES OF AMERICA | ||
| REAL ESTATE | ||
| TDRE INVESTMENTS, LLC. | 4900 Woodway Drive, Suite 1110, Houston Texas 77056 |
100,00% |
| GIBRALTAR | ||
| DISTRIBUTION | ||
| Teixeira Duarte International, LTD. | 23, Portland House - Glacis Road Gibraltar |
100,00% |
| MACAU | ||
| CONSTRUCTION | ||
| TEIXEIRA DUARTE - Engenharia e Construções (Macau), Lda. |
Av. Dr. Mário Soares, nº 25 – Edifício Montepio Apr. 26 e 28 – 3º andar Macau |
100,00% |
| MOZAMBIQUE | ||
| CONSTRUCTION | ||
| TEIXEIRA DUARTE - Engenharia e Construções (Moçambique), Lda. |
Av. Július Nyerere, nº 130 Maputo |
74,46% |
| CONCESSIONS AND SERVICES | ||
| TDGI - Tecnologia de Gestão de Imóveis, Lda. | Av. Július Nyerere, nº 130 Maputo |
69,55% |
| REAL ESTATE | ||
| IMOPAR - Centro Comercial de Maputo, S.A. | Av. Július Nyerere, nº 130 Maputo |
100,00% |
| Social Denomination | Head Office | Percentage of effective participation |
|
|---|---|---|---|
| HOTEL SERVICES | |||
| AVENIDA - Empreendimentos Turísticos e Hoteleiros, Lda. |
Av. Július Nyerere, nº 627 Maputo |
100,00% | |
| Sociedade Hotel Tivoli, Lda. | Av. 25 de Setembro, 1321 Maputo |
65,00% | |
| TIVOLI BEIRA - Hotelaria e Serviços, Lda. | Av. Július Nyerere, nº 130 Maputo |
100,00% | |
| RUSSIA | |||
| CONCESSIONS AND SERVICES | |||
| MMK Cement, Limited Liability Company | Tri Rutchia Murmansk | 70,00% | |
| VENEZUELA | |||
| CONSTRUCTION | |||
| Consorcio Boyacá – La Guaira | Av. San Juan Bosco, Edifício Centra Altamira Piso 5, Oficina 54, Urb. Altamira Caracas |
57,20% | |
| TEGAVEN – Teixeira Duarte y Asociados, C.A. | Av. Venezuela del Rosal con Calle Mohedano, Torre JWM Piso 5, Of. 5-2, Urb El Rosal - Caracas |
95,31% |
(a) The Group holds control of these subsidiaries through TEIXEIRA DUARTE - Engenharia e Construções, S.A.
(b) The Group holds control of these subsidiaries through TDARCOL - SGPS, S.A.
(c) The Group holds control of these subsidiaries through TEDAL - SGPS, S.A.
5 - CHANGES IN THE CONSOLIDATION SCOPE
During the year ended on 31 March 2016, there was no alteration to the consolidation perimeter relative to 31 December 2015.
6 - EXCHANGE RATES
The following exchange rates were used to convert the assets and liabilities expressed in foreign currency into Euro as at 31 March 2016 and 31 December 2015, as well as the earnings of the operations developed in countries where the functional currency is different from the Euro, for the year ended on 31 March 2016 and 2015:
| Exchange rate close | Average exchange | ||||||
|---|---|---|---|---|---|---|---|
| Currency | 31-03-16 | 31-12-15 | Var. | 31-03-16 | 31-03-15 | Var. | |
| American dollars | 1.1385 | 1.0887 | 4.6% | 1.1020 | 1.1361 | (3.0%) | |
| Macanese pataca | 9.0930 | 8.6907 | 4.6% | 8.8171 | 9.0742 | (2.8%) | |
| Mozambican metical | 57.2200 | 49.2900 | 16.1% | 52.9000 | 37.6425 | 40.5% | |
| Venezuelan bolivar | 310.7107 | 216.3232 | 43.6% | 242.1312 | 13.6335 | 1676.0% | |
| Angola Kwanza | 178.6550 | 147.8315 | 20.9% | 167.7606 | 119,7010 | 40.1% | |
| Algerian dinar | 123.4917 | 116.5985 | 5.9% | 118,8294 | 105.7923 | 12.3% | |
| Moroccan Dirham | 10.9492 | 10.7806 | 1.6% | 10.8349 | 10.8364 | (0.0% | |
| Brazilian real | 4.1174 | 4.3117 | (4.5%) | 4.2995 | 3.2465 | 32.4% | |
| Ukrainian hryvnia | 29.8287 | 26.1593 | 14.0% | 28.3216 | 23.3448 | 21.3% | |
| Namibian dollar | 16.7866 | 16.9530 | $(1.0\%)$ | 17.1722 | 13.3347 | 28.8% | |
| Cape Verde Escudo | 110.2650 | 110.2650 | 110.2650 | 110.2650 | |||
| Russian ruble | 76.3051 | 80.6736 | (5.4%) | 80.6173 | 70.9755 | 13.6% | |
| Tunisian Dinar | 2.2923 | 2.2153 | 3.5% | 2.2442 | 2.1871 | 2.6% | |
| South Africa Rand | 16.7866 | 16.9530 | $(1.0\%)$ | 17.1722 | 13.3347 | 28.8% | |
| Colombian Peso | 3,413,9400 | 3,456,0800 | (1.2%) | 3,522,1225 | 2,814.0575 | 25.2% |
7 – INFORMATION BY OPERATING SEGMENTS
The Group organises its activity according to the following business segments:
- Construction;
- Concessions and services;
- Real estate;
- Hotel services;
- Distribution;
- Energy;
- Automotive.
The sales and services rendered and the earnings of each of operating segment referred to above for the semesters ended on 31 March 2016 and 2015, were as follows:
| Segment | Sales and services rendered | |||||||
|---|---|---|---|---|---|---|---|---|
| 1st Quarter 16 | 1st Quarter 15 | Operational Income | ||||||
| External clients |
Intersegmental | Total | External clients |
Intersegmental | Total | 1st Quarter 16 | 1st Quarter 15 | |
| Construction | 122,217 | 9,700 | 131,917 | 149,300 | 18,621 | 167,921 | (2,099) | (18, 331) |
| Concessions and services | 26,301 | 6,171 | 32,472 | 25,941 | 5,936 | 31,877 | 3,207 | 3,794 |
| Real estate | 24,454 | 3,178 | 27,632 | 29,711 | 3,893 | 33,604 | 10,902 | 14,895 |
| Hotel services | 12,675 | 3,821 | 16,496 | 18,885 | 6,223 | 25,108 | (1, 562) | 731 |
| Distribution | 74,431 | 1,439 | 75,870 | 71,993 | 928 | 72,921 | 15,389 | 794 |
| Energy | 4,886 | $\sim$ | 4,886 | 5,179 | $\overline{2}$ | 5,181 | 393 | 1,229 |
| Automotive | 24,522 | 955 | 25,477 | 58,485 | 1,737 | 60,222 | 7,376 | 9,318 |
| Not included in the segments | $\overline{\phantom{a}}$ | ٠ | ٠ | . | (3, 232) | (2,888) | ||
| Removals | $\overline{\phantom{a}}$ | (25, 264) | (25, 264) | ٠ | (37, 340) | (37, 340) | (1) | (1) |
| 289,486 | ٠ | 289,486 | 359,494 | $\sim$ | 359,494 | 30,373 | 9,541 | |
| Costs and financial losses (Note 9) | (127,091) | (173,660) | ||||||
| Income and financial earnings (Note 9) | 80,416 | 191,241 | ||||||
| Income related to investment activities (Note 9) | 273 | 310 | ||||||
| Results before taxes | (16,029) | 27,432 |
Inter-segmental transactions are carried out under market conditions and terms, equivalent to transactions made with third parties.
The accounting policies in the various segments are consistent with the Group policies described in Note 2.
Other information:
| Segment | Fixed capital expenditures | Amortizations and depreciations in results |
Provisions and impairment losses |
|||
|---|---|---|---|---|---|---|
| 1 st Quarter 16 | 1 st Quarter 15 | $1st$ Quarter 16 $1st$ Quarter 15 | 1 st Quarter 16 | 1 st Quarter 15 | ||
| Construction | 8,922 | 7,412 | 9,871 | 13,547 | (1,879) | 1,577 |
| Concessions and services | 272 | 724 | 948 | 947 | (47) | 629 |
| Real estate | 2,670 | 2,385 | 1,491 | 2,052 | $\overline{\phantom{a}}$ | ٠ |
| Hotel services | 163 | 1,340 | 3,124 | 2,629 | $\sim$ | ٠ |
| Distribution | 952 | 4,981 | 3,071 | 2,186 | $\overline{\phantom{a}}$ | $\blacksquare$ |
| Energy | 93 | 135 | 757 | 621 | (115) | (4) |
| Automotive | 526 | 908 | 496 | 661 | $\overline{\phantom{a}}$ | |
| Not included in the segments | $\overline{\phantom{0}}$ | ۰ | 12 | $\overline{7}$ | 396 | |
| 13,598 | 17,885 | 19,770 | 22,650 | (1,645) | 2,202 |
The assets and liabilities of the segments and their respective reconciliation with the consolidated total, as at 31 March 2016 and 31 December 2015, are as follows:
| Assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| $31 - 03 - 16$ | $31 - 12 - 15$ | Liabilities | ||||||||
| Segment | Investments in associates and joint- ventures (Note 15) |
Financial assets available for sale (Note 16) |
Other Assets | Total | Investments in associates and joint- ventures (Note 15) |
Financial assets available for sale (Note 16) |
Other Assets | Total | $31 - 03 - 16$ | $31 - 12 - 15$ |
| Construction | 1,308 | ٠ | 1,642,248 | 1,643,556 | 1,371 | $\sim$ | 2,270,472 | 2,271,843 | 1,096,318 | 1,230,366 |
| Concessions and services | 500 | ۰ | 231,529 | 232,029 | 473 | $\sim$ | 235,014 | 235,487 | 160,515 | 157,042 |
| Real estate | 511 | 15,887 | 1,532,237 | 1,548,635 | 446 | 21,761 | 1,548,671 | 1,570,878 | 830,345 | 851,784 |
| Hotel services | $\sim$ | 347,780 | 347,780 | $\sim$ | 423,590 | 423,590 | 214,140 | 253,515 | ||
| Distribution | $\sim$ | 233,327 | 233,327 | $\sim$ | 290,483 | 290,483 | 162,588 | 204,550 | ||
| Energy | $\sim$ | ۰ | 41,013 | 41,013 | $\sim$ | 42,089 | 42,089 | 23,767 | 24,723 | |
| Automotive | 24 | ۰ | 148,233 | 148,257 | 24 | $\sim$ | 177,322 | 177,346 | 89,912 | 102,969 |
| Not included in the segments | 8,999 | 6,327 | 941,836 | 957,162 | 14,560 | 8,666 | 928,662 | 951,888 | 660,581 | 659,148 |
| Removals | $\sim$ | (2,559,299) | (2,559,299) | $\sim$ | $\sim$ | (3, 101, 773) | (3, 101, 773) | (1,055,999) | (1, 140, 483) | |
| 11,342 | 22,214 | 2,558,904 | 2,592,460 | 16,874 | 30,427 | 2,814,530 | 2,861,831 | 2,182,167 | 2,343,614 |
The sales and services rendered, and information on non-monetary non-current assets by geographic segment are broken down as follows for the years ended on 31 March 2016 and 31 and on 31 March 2016 and 31 December 2015, respectively:
| Sales and services rendered | Non-current and non-monetary assets |
|||
|---|---|---|---|---|
| Geographic segment | 1 st Quarter 16 | 1 st Quarter 15 | $31 - 03 - 16$ | $31 - 12 - 15$ |
| Portugal | 51,601 | 51,615 | 572,634 | 563,559 |
| Angola | 120,257 | 194,369 | 431,167 | 530,787 |
| Algeria | 23,139 | 21,793 | 25,485 | 21,978 |
| Brazil | 28,389 | 38,855 | 29,405 | 29,561 |
| Spain | 8,103 | 10,571 | 13,225 | 13,683 |
| Mozambique | 39,448 | 15,468 | 29,891 | 36,060 |
| Venezuela | 12,120 | 26,254 | 914 | 1,412 |
| Other | 6,429 | 569 | 808 | 846 |
| 289,486 | 359,494 | 1,103,529 | 1,197,886 |
Non-current, non-monetary assets include goodwill, intangible assets, tangible fixed assets and investment properties.
8 - OPERATING INCOME
Operating profits were as follows for the periods ending 31 March 2016 and 2015:
| 1 st Quarter 16 | 1 st Quarter 15 | |
|---|---|---|
| Sales and services rendered: | ||
| Sales | 211,696 | 279,090 |
| Services rendered | 77,790 | 80,404 |
| 289,486 | 359,494 | |
| Other operating income: | ||
| Works for the company (a) | 3,421 | 3,670 |
| Supplementary income | 2,791 | 1,334 |
| Sales of assets (b) | 870 | 1,349 |
| Reversal of impairment losses in inventories | 279 | 271 |
| Reversal of impairment losses in accounts receivable | 173 | 304 |
| Variation in the fair value of income of investment properties | 32 | 108 |
| Gains in inventories | 7 | 32 |
| Other operating income | 306 | 1,256 |
| 7,879 | 8,324 | |
| 297,365 | 367,818 |
(a) Work for the company itself essentially corresponds to costs associated with real estate construction.
(b) During the period ending 31 March 2016, the stated gains were obtained with the divestment of tangible fixed assets worth 870 thousand euros (753 thousand euros in the period ending 31 March, 2015), with the divestment of "PETRIN – Petróleos e Investimentos, S.A." for 596 thousand euros on 31 March 2015, a company that formed part of the scope of consolidation at 31 December 2014.
9 - FINANCIAL RESULTS
Financial results were as follows for the periods ending 31 March 2016 and 2015:
| 1 st Quarter 16 | 1 st Quarter 15 | |
|---|---|---|
| Costs and financial losses | ||
| Supported interests | (18, 891) | (24, 767) |
| Unfavourable exchange rate differences | (102, 281) | (144, 372) |
| Other costs and financial losses | (5, 919) | (4, 521) |
| (127,091) | (173, 660) | |
| Income and financial earnings: | ||
| Obtained interests | 3,184 | 4,954 |
| Favourable exchange rate differences | 76,236 | 185,555 |
| Cash discounts obtained | 33 | 93 |
| Other income and financial earnings | 963 | 639 |
| 80,416 | 191,241 | |
| Income related to investment activities: | ||
| Income related to affiliates and joint-ventures (a) | 5,109 | (635) |
| Dividends (b) | 1,570 | 165 |
| Other investments (c) | 1,807 | 780 |
| Income / losses in the measurement of assets available for sale (d) | (8, 213) | |
| 273 | 310 | |
| Financial Results | (46, 402) | 17,891 |
(a) The earnings from associates and joint-ventures for the year ended on 31 March 2016 and 2015 include the effect of the application of the equity method to these investments (Note 15).
(b) At 31 March 2016 and 2015, the values shown correspond to dividends received from "Other Investments".
(c) At 31 March 2016 and 2015, gains, losses and added value from the divestment of Financial assets available for sale at cost, are accounted for under the item "Other Investments".
(d) At 31 March 2016, the Group recorded an impairment loss in its share in "Banco Comercial Português, S.A.", of 8,213 thousand euros.
Net exchange rate differences, recorded during the periods ending 31 March 2016 and 2015, are due to payments and receipts, as well as exchange rate updates on balance sheets, recorded based on currencies other than the Euro.
10 - INCOME TAX
"TD, SA" is the dominant company of a group of companies that pay tax under the Special Taxation Regime for Groups of Companies (RETGS), covering all companies in which it directly or indirectly holds at least 75% of the respective equity, provided that the stake in question grants it over 50% of voting rights and that, at the same time, have effective headquarters and management in Portugal and pay tax under the general Corporation Income Tax regime ("IRC").
All other subsidiary companies that are not covered by the RETGS, pay tax individually, based on the respective taxable items and the applicable rates of IRC, and municipal and state surtaxes.
"TD, SA" and most of its participated companies based in Portugal, are subject to Corporate Income Tax ('IRC') at the rate of 21%. Entities with reportable profit are also subject to the Municipal Surcharge, whose rate may vary to the maximum of 1.5%, as the State Surcharge, incident on taxable profit in excess of EUR 1,500,000, 7,500,000 and EUR 35,000,000, at the rates of 5% and 7%, respectively. The aforementioned entities are also subject to autonomous taxation at the rates, and on the expenses and charges stipulated in article 88 of the IRC Code.
In the calculation of the taxable profit, to which the abovementioned tax rates are applied, non-acceptable amounts for tax purposes are added to and subtracted from the book value profit. These differences between the book value profit or loss and the profit or loss for tax purposes may be of a temporary or permanent nature.
Pursuant to the legislation in force, tax returns in Portugal may be reviewed and corrected by the tax authorities for a period, in general, of four years (five years for Social Security). The review period of tax returns of entities with a presence in other countries varies between three and five years.
The Board of Directors believes that any corrections which might arise from any tax reviews/inspections to these tax returns will not significantly affect the consolidated financial statements as at 31 March 2016.
The Group records deferred taxes corresponding to the temporary differences between the book value of the assets and liabilities and the corresponding tax base, as laid down in IAS 12 - Income Tax (Note 18).
The income taxes recognised for the years ended on 31 March 2016 and 2015 are as follows:
| 1 st Quarter 16 | 1 st Quarter 15 | |
|---|---|---|
| Current Tax: | ||
| Income tax in Portugal | (3,217) | (2, 394) |
| Income tax in other jurisdictions | (15,687) | (9,980) |
| Current Tax | (18,904) | (12, 374) |
| Deferred tax (Note 18) | 23,488 | 316 |
| 4.584 | (12,058) |
In addition to the amounts of deferred taxes recorded directly in the income statement, deferred taxes amounting to EUR 463 thousand were recorded directly in equity as at 31 March 2016 (EUR 5,618 thousand as at 31 March 2015) (Note 18).
11 - EARNINGS PER SHARE
Earnings per share for the years ended 31 March 2016 and 2015 were determined based on the following amounts:
| 1 st Quarter 16 | 1 3 Quarter 15 | |
|---|---|---|
| Result to estimate the net result by basic share (net result of quarter) | (22, 461) | 15,268 |
| Weighted average number of shares to estimate the net result by basic share (millions) | 420,000 | 420,000 |
| Net result by basic share | (0.05) | 0.04 |
Since for the financial years ended on 31 March 2016 and 2015 there were no dilution effects of the earnings per share, the diluted earnings per share are the same as the basic earnings per share.
12 - DIVIDENDS
The General Meeting of Shareholders held on 28 May, 2016 discussed the distribution of dividends amounting to 1,680 thousand euros, corresponding to 0.004 euros per share, taking into consideration the Company's separate financial statements at 31 December, 2015.
13 - TANGIBLE FIXED ASSETS
During the years ended on 31 March 2016 and 2015, the movement in fixed tangible assets and their depreciation and accumulated impairment losses was as follows:
| Land and natural resources |
Buildings and other constructions |
Basic equipment |
Transportation equipment |
Tools and Utensils |
equipment | Others assets |
Ongoing assets |
Advances Administrative tangible fixed tangible fixed on account of assets tangible assets |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Gross asset: | ||||||||||
| Balance on January 1st, 2015 | 32,114 | 535,129 | 434,009 | 89,711 | 44,151 | 41,181 | 10,455 | 77,649 | 151 1,264,550 | |
| Scope changes | (4, 322) | (10, 445) | (7, 773) | (102) | (21) | (935) | (155) | × | (23, 753) | |
| Effect of currency translation | 22 | 43,308 | 4,594 | 2,524 | 627 | 2,721 | 460 | 8,818 | 19 | 63,093 |
| Additions | 1,733 | 5,053 | 3,147 | 605 | 904 | 121 | 5,472 | $\sim$ | 17,035 | |
| Transfers and reductions | 351 | 4,604 | (854) | (19) | (74) | (48) | (6,608) | $\sim$ | (2, 648) | |
| Sales | $\sim$ | (28) | (1, 119) | (2, 438) | (70) | (80) | (35) | - 4 | $\sim$ | (3, 770) |
| Balance on March 31st, 2015 | 27,814 | 570,048 | 439,368 | 91,988 | 45,273 | 43,717 | 10,798 | 85,331 | 170 1,314,507 | |
| Balance on January 1st, 2016 | 24,448 | 565,696 | 416,283 | 85,066 | 45,364 | 42,567 | 11,724 | 41,632 | 168 | 1,232,948 |
| Effect of currency translation | (101) | (59, 222) | 11,140 | 2,480 | (441) | (3,085) | (843) | (6,909) | (89) | (57,070) |
| Additions | 1,027 | 6,124 | 1,387 | 766 | 202 | 90 | 3,390 | 17 | 13,003 | |
| Transfers and reductions | (362) | 626 | 311 | (116) | (4, 799) | (436) | (23) | (5, 154) | (17) | (9,970) |
| Sales | (2,899) | (1,036) | (609) | (12) | (6) | (9) | ÷. | (4, 571) | ||
| Balance on March 31st, 2016 | 23,985 | 505,228 | 432,822 | 88,208 | 40,878 | 39,242 | 10,939 | 32,959 | 79 1,174,340 | |
| Depreciation and losses from | ||||||||||
| impairment: | ||||||||||
| Balance on January 1st, 2015 | 167 | 160,199 | 302,124 | 62,927 | 33,285 | 31,479 | 6,252 | 596,433 | ||
| Scope changes | (6, 439) | (7, 336) | (102) | (21) | (925) | (155) | × | (14, 978) | ||
| Exchange conversion effect | 10,590 | 3,427 | 1,381 | 356 | 2,110 | 205 | 18,069 | |||
| Reinforcements | 5,668 | 11,709 | 2,809 | 898 | 1,038 | 177 | 22,299 | |||
| Transfers and reductions | $\overline{\phantom{a}}$ | (2) | (84) | (74) | (39) | (136) | (9) | $\sim$ | (344) | |
| Sales | $\sim$ | (5) | (1,046) | (1,860) | (31) | (60) | (19) | $\sim$ | (3,021) | |
| Balance on March 31st, 2015 | 167 | 170,011 | 308,794 | 65,081 | 34,448 | 33,506 | 6,451 | 618,458 | ||
| Balance on January 1st, 2016 | 164 | 155,363 | 306,534 | 63,946 | 35,404 | 34,066 | 6,485 | 601,962 | ||
| Exchange conversion effect | (11, 942) | 13,092 | 2,982 | (287) | (2, 117) | (462) | 1,266 | |||
| Reinforcements | 5,710 | 8,492 | 2,949 | 776 | 649 | 761 | $\sim$ | 19,337 | ||
| Transfers and reductions | $\sim$ | (225) | (234) | (94) | (4,760) | (429) | (279) | ÷, | (6, 021) | |
| Sales | ÷. | (2, 599) | (560) | (592) | (12) | (6) | (9) | ÷. | (3, 778) | |
| Balance on March 31st, 2016 | 164 | 146,307 | 327,324 | 69,191 | 31,121 | 32,163 | 6,496 | ٠ | $\overline{\phantom{a}}$ | 612,766 |
| Net value: | ||||||||||
| On March 31st, 2015 | 27,647 | 400,037 | 130,574 | 26,907 | 10,825 | 10,211 | 4,347 | 85,331 | 170 | 696,049 |
| On March 31st, 2016 | 23,821 | 358,921 | 105,498 | 19,017 | 9,757 | 7,079 | 4,443 | 32,959 | 79 | 561,574 |
The additions to tangible fixed assets during the year ended on 31 March 2016 refer mainly to investments in facilities and equipment.
As at 31 March 2016, the tangible assets in progress include EUR 24,919 thousand relative to buildings and other constructions in progress, in particular the following:
-
For the Distribution sector, the expansion of the network of shops in Angola;
-
For the Distribution and Automotive sectors, logistics facilities in Angola.
14 - INVESTMENT PROPERTIES
During the years ended on 31 March 2016 and 2015, the movement in investment properties was as follows:
| 2016 | 2015 | |
|---|---|---|
| Balance on January 1st | 511,683 | 482,185 |
| Effect of currency translation | (16,586) | 11,240 |
| Increases / (sales) | (3, 488) | (905) |
| Variation in fair value | 32 | (182) |
| Transfers of tangible fixed assets | 191 | 4,398 |
| Balance on March 31st | 491.832 | 496.736 |
The income gained from investment property arising from operating leasing contracts reached EUR 7,495 thousand for the financial year ended on 31 March 2016 (EUR 7,785 thousand as at 31 March 2015). For the financial year ended on 31 March 2016, direct operating costs related to investment properties reached EUR 622 thousand (EUR 786 thousand as at 31 March 2015).
15 - INVESTMENTS IN ASSOCIATES AND JOINT-VENTURES
The following associates and joint-ventures were recorded through the equity method as at 31 March 2016:
| Social Denomination | Head Office effective participation |
Percentage |
|---|---|---|
| ALVORADA PETRÓLEO, S.A. | Rua Paraíba, nº 1000, sala 1518, 15º andar – Bairro Funcionário | 43,20% |
| ALSOMA, GEIE. | Belo Horizonte - Minas Gerais - Brasil 3 Av André Malraux |
27,00% |
| AVIAS - Grupo Ferroviário para a | Levallois Peret - França Edifício 1, Lagoas Park |
14,10% |
| Alta Velocidade, ACE AVIA PORTUGAL - Produtos Petrolíferos, S.A. |
Porto Salvo Edifício 1, Lagoas Park |
40,00% |
| CAIS DE CRUZEIROS 2ª FASE, ACE | Porto Salvo Rua da Tapada da Quinta de Cima |
15,00% |
| CONBATE, ACE | Linhó – Sintra Edifício 2, Lagoas Park Porto Salvo |
20,00% |
| CONSORCIO MINERO LUSO VARGAS C.A. (CONLUVAR) |
Av. Venezuela com Calle Mohedano, Torre JWM Piso 5, Of. 5-2, Urb El Rosal – Caracas - Venezuela |
49,00% |
| CONSORCIO OPSUT 2010 | Calle 4, Casa nº 4, Urbanizacion Los Laureles | 51,00% |
| DOURO LITORAL, ACE | Valle de la Pascoa - Venezuela Tower Plaza, Rotunda Edgar Cardoso, nº 23, 12º andar |
40,00% |
| D.L.O.E.A.C.E. – Douro Litoral Obras | Sala C, G e H – Vila Nova de Gaia Edifício 2, Lagoas Park |
40,00% |
| Especiais, ACE FERROVIAL/TEIXEIRA DUARTE - Obras |
Porto Salvo Edifício Central Park |
50,00% |
| Hidráulicas do Alqueva, ACE GMP – Grupo Marítimo Português, ACE |
Rua Alexandre Herculano, Nº 3, 2º - Linda-a-Velha Edifício 1, Lagoas Park |
20,04% |
| GMP MEK– Grupo Marítimo Português Mers El Kibir, ACE |
Porto Salvo Edifício 1, Lagoas Park Porto Salvo |
20,04% |
| IMOC - Empreendimentos Imobiliários, S.A. | Av. Julius Nyerere, 130 Maputo |
49,92% |
| METROLIGEIRO - Construção de | Rua Abranches Ferrão, nº 10 – 5º F | 26,80% |
| Infraestruturas, ACE NOVA ESTAÇÃO, ACE |
Lisboa Edifício 6 – Piso 1, Lagoas Park |
25,00% |
| RPK Gulfstream, Ltd. | Porto Salvo Tri Ruchja str. |
42,70% |
| AK10 - Empreendimentos e | 183003, Murmansk Alameda Santos, nº 960, 19º andar, Edifício CYK |
25,00% |
| Participações SPE Ltda. SOMAFEL E FERROVIAS, ACE |
Cerqueira César – São Paulo Edifício 1, Lagoas Park |
36,00% |
| TEIXEIRA DUARTE - SOPOL - Metro | Porto Salvo Edifício 2, Lagoas Park |
57,30% |
| Superfície, ACE TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e Catenária de Modernização da Linha do Norte, ACE |
Porto Salvo Av. das Forças Armadas, 125 - 2º C Lisboa |
50,00% |
The investments in associates and joint-ventures showed the following movements in the years ended on 31 March 2016 and 2015:
| Capital shares | Goodwill | Total | |
|---|---|---|---|
| Balance on January 1st, 2015 | 28,949 | 11,643 | 40,592 |
| Effects of the application of equity method: | |||
| - Effect on the financial year result (Note 9) | (635) | (635) | |
| - Effect in equity | (2, 279) | (2, 279) | |
| Effect of currency translation | 123 | 123 | |
| Other | 268 | 268 | |
| Balance on March 31st, 2015 | 26,426 | 11,643 | 38,069 |
| Balance on January 1 st , 2016 | 16,874 | 16,874 | |
| Effects of the application of equity method: | |||
| - Effect on the financial year result (Note 9) | 5,109 | 5,109 | |
| - Effect in equity | (8, 358) | (8, 358) | |
| Effect of currency translation | (2, 233) | (2, 233) | |
| Other | (50) | (50) | |
| Balance on March 31st, 2016 | 11,342 | 11,342 | |
Investments in associated companies and joint-ventures as at 31 March 2016 and 31 December 2015 are broken down as follows:
| 31-03-16 | $31 - 12 - 15$ | ||||
|---|---|---|---|---|---|
| Affiliates and joint-ventures | Capital shares | Goodwill | Capital shares | Goodwill | Value of financial position |
| IMOC - Empreendimentos Imobiliários, S.A.R.L. | 8,999 | 14,560 | $\overline{\phantom{a}}$ | 14,560 | |
| RPK Gulfstream Ltd. | 500 | $\overline{\phantom{0}}$ | 473 | $\overline{\phantom{0}}$ | 473 |
| Alvorada Petróleos, S.A. | 496 | 430 | $\overline{\phantom{0}}$ | 430 | |
| SCP AK-10 Empreendimentos e Participações SPE LTDA. | 15 | $\overline{\phantom{a}}$ | 16 | $\overline{\phantom{a}}$ | 16 |
| Other | 1,332 | $\sim$ | 1.395 | $\overline{\phantom{a}}$ | 1,395 |
| 11,342 | ٠ | 16,874 | ٠ | 16,874 | |
| [AA] |
These shares are stated using the equity method, which, in the years ended on 31 March 2016 and 2015, had the following impacts:
| 1 st Quarter 16 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Affiliates and joint-ventures | Income and losses in affiliates and joint- ventures (Note 9) |
Adjustments of capital shares |
Total | |||||
| Alvorada Petróleos, S.A. | (12) | 58 | 46 | |||||
| IMOC - Empreendimentos Imobiliários, S.A.R.L. | 5,108 | (8, 416) | (3,308) | |||||
| SCP AK-10 Empreendimentos e Participações SPE LTDA. | (1) | (1) | ||||||
| Other | 14 | $\overline{\phantom{a}}$ | 14 | |||||
| 5,109 | (8,358) | (3, 249) |
| 1st Quarter 15 | |||||||
|---|---|---|---|---|---|---|---|
| Affiliates and joint-ventures | Income and losses in affiliates and joint-ventures (Note 9) |
Adjustments of capital shares |
Total | ||||
| Alvorada Petróleos, S.A. | (5) | (48) | (53) | ||||
| IMOC - Empreendimentos Imobiliários, S.A.R.L. | (555) | (2,231) | (2,786) | ||||
| SCP AK-10 Empreendimentos e Participações SPE LTDA. | 4 | - | 4 | ||||
| Other | (79) | - | (79) | ||||
| (635) | (2,279) | (2,914) |
16 - FINANCIAL ASSETS AVAILABLE FOR SALE
During the years ended on 31 March 2016 and 2015, the movements which occurred in the valuation of the financial assets available for sale, stated at their respective fair value, were as follows:
| 2016 | 2015 | |
|---|---|---|
| Fair Value on January 1st | 30.427 | 59,887 |
| Increase in fair value | 22.658 | |
| Reduction in fair value | (8,213) | |
| Fair Value on March 31st | 22,214 | 82,545 |
At 31 March 2015 and 31 December 2015, the Group held 622,229,693 shares in Banco Comercial Português, S.A., corresponding to 1.05% of the respective share capital and voting rights, classified as financial assets available for sale.
The financial assets available for sale, and their respective cost and market values, as at 31 March 2016 and 31 December 2015, are as follows:
| 31-03-16 | 31-12-15 | ||||
|---|---|---|---|---|---|
| Cost V. | Market V. | Cost V. | Market V. | ||
| Banco Comercial Português, S.A. | 739,822 | 22.214 | 739.822 | 30,427 | |
| 739,822 | 22.214 | 739,822 | 30,427 |
17 - FINANCIAL ASSETS FOR SALE
At 31 March 2016 and 31 December 2015, the asset classified as held for sale corresponded to the estimated sale value of the share in "Limited Liability Company Cement".
18 - DEFERRED TAX
All situations which could significantly affect future taxes are recorded by applying the rules on deferred taxes.
The movement occurred on the assets and liabilities by deferred tax for the financial years ended on March 31st, 2016 and 2015 was as follows:
| Assets for deferred tax |
Liabilities for deferred tax |
|||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Balance on January 1st | 194,913 | 171,219 | 59,019 | 56,080 |
| Constitution / Reversal | ||||
| Net income (Note 10) | 23.742 | 2,806 | 254 | 2,490 |
| Equity | 463 | (4, 432) | 1,186 | |
| Exchange conversion effect and adjustments | (3,244) | 1,368 | (2,826) | 2,439 |
| Scope changes | ۰ | (33) | $\sim$ | ۰ |
| Balance on March 31st | 215.874 | 170.928 | 56.447 | 62.195 |
Deferred tax assets are only recorded insofar as it is considered that taxable profits are likely to occur in future taxation periods which may be used to recover the tax losses or deductible tax differences. This appraisal is based on business plans of Group companies, which are periodically reviewed and updated, and on prospects of generating taxable results.
19 - RELATED PARTIES
The transactions and balances between "TD,S.A." and the companies of the Group included in the consolidation perimeter, which are related parties, were eliminated in the consolidation process and are not disclosed in the present note. The balances and transactions between the Group and the associates and joint-ventures, related and individual companies with significant voting power which have their own companies, are detailed below.
The terms or conditions applied between these related parties are, in substance, identical to those which would normally be contracted, accepted and applied between independent entities in comparable operations.
The main balances with related parties as at 31 March 2016 and 31 December 2015 can be broken down as follows:
| Balance Receivable | Balance Payable Granted loans |
Other debts | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Entities | 31-03-16 | $31 - 12 - 15$ | 31-03-16 | 31-12-15 | 31-03-16 | $31 - 12 - 15$ | 31-03-16 | $31 - 12 - 15$ | |
| AEBT - Auto Estradas do Baixo Tejo, S.A. | $\overline{7}$ | 5,373 | 5,373 | ||||||
| AEDL - Auto Estradas do Douro Litoral, S.A. | 1,202 | ||||||||
| CINTEL - Construção Interceptor Esgotos, S.A. | 46 | 46 | Δ | ||||||
| CONBATE, ACE | 18 | 20 | 1 | ||||||
| Consórcio Minero Luso Vargas - CONLUVAR | 369 | 519 | 94 | 135 | |||||
| Consórcio OPSUT 2010 | 113 | 164 | 18 | 28 | |||||
| DOURO LITORAL, ACE | 15 | 12 | 95 | 61 | |||||
| DOURO LITORAL OBRAS ESPECIAIS, ACE | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | (269) | (269) | |||||
| EIA - Ensino de Investigação e Administração, S.A. | 9 | 9 | $\overline{a}$ | (324) | |||||
| GMP - Grupo Maritimo Português, ACE | 101 | 106 | 10 | 10 | |||||
| GMP MEK - Grupo Marítimo Português Mers El Kibir, ACE | 26 | 24 | |||||||
| INVESTIPART - Participações e Investimentos, S.A. | 3 | ||||||||
| IMOC - Empreendimentos Imobiliários, S.A.R.L. | 8.607 | 10,246 | 75 | 183 | (120) | (126) | |||
| Limited Liability Company Cement | 16,072 | 16,072 | |||||||
| LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. | 150 | 150 | |||||||
| METROLIGEIRO - Construção de Infraestruturas, ACE | 16 | 11 | |||||||
| Moreira e Cunha, Lda. | 3 | 5 | |||||||
| MTS - Metro Transportes do Sul, S.A. | 740 | 740 | |||||||
| NOVA ESTAÇÃO, ACE | 1,017 | 1,017 | 88 | 60 | (13) | ||||
| Promociones Inmobiliárias 3003, C.A. | (30) | (32) | |||||||
| RPK Gulfstream. Ltd. | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 1,307 | 1,236 | |||||
| SOMAFEL/FERROVIAS, ACE | 27 | 3 | 37 | 10 | |||||
| TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE | 6 | 6 | 50 | 58 | |||||
| TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e | |||||||||
| Catenária de Modernização da Linha do Norte, ACE | 35 | 35 | |||||||
| 10,380 | 12,198 | 505 | 582 | 23,646 | 24,777 | (432) | (751) |
The main transactions carried out with related parties during the periods ended on 31 March 2016 and 2015 were as follows:
| Purchases and services | ||||||
|---|---|---|---|---|---|---|
| Sales and services rendered obtained |
Charged interests | |||||
| $1st$ Quarter $16st$ | $1st$ Quarter 15 | $1st$ Quarter 16 $1st$ Quarter 15 | $1^\mathrm{st}$ Quarter $16^\circ$ | $1st$ Quarter 15 | ||
| AEBT - Auto Estradas do Baixo Tejo, S.A. | 6 | 8 | ||||
| CONBATE, ACE | 22 | 25 | ||||
| Consórcio Minero Luso Vargas - CONLUVAR | 152 | 514 | 662 | |||
| Consórcio OPSUT 2010 | 868 | 467 | ||||
| DOURO LITORAL, ACE | 16 | 12 | 34 | 31 | ||
| GMP - Grupo Maritimo Português, ACE | 10 | 12 | ||||
| GMP MEK - Grupo Marítimo Português Mers El Kibir, ACE | ||||||
| IMOC - Empreendimentos Imobiliários, S.A.R.L. | 613 | 1,071 | 55 | 54 | ||
| Limited Liability Company Cement | 442 | 442 | ||||
| METROLIGEIRO - Construção de Infraestruturas, ACE | 5 | |||||
| Moreira e Cunha, Lda. | 9 | |||||
| NOVA ESTAÇÃO, ACE | 28 | 10 | ||||
| SOMAFEL/FERROVIAS, ACE | 19 | 37 | 10 | |||
| TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das | ||||||
| Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos | ||||||
| e Instalações Especiais dos Edifícios para o Hotel e | ||||||
| Escritórios, ACE | ||||||
| TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE | 5. | 10 | ||||
| 854 | 2,531 | 156 | 1,244 | 442 | 442 |
The remunerations of the members of TD,S.A. governing bodies for the periods ended on 31 March 2016 and 2015 were as follows:
| $1st$ Quarter 16 | 1st Quarter 15 | |
|---|---|---|
| Executive Directors: | ||
| Short-term benefits | 186 | 216 |
| Supervisory Board: | ||
| Short-term benefits | 17 | 17 |
| Chartered accountant: | ||
| Short-term benefits | 15 | 15 |
| 218 | 248 |
The remunerations of the members of TD,S.A. administration for the periods ended on 31 March 2016 and 2015 were as follows:
| $1st$ Quarter 16 $1st$ Quarter 15 | ||
|---|---|---|
| Senior management: | ||
| Short-term benefits | 1,257 | 1,262 |
| 1.257 | 1.262 |
20 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
Cash and cash equivalents
This item had the following composition at 31 March 2016 and 31 December 2015:
| $31 - 03 - 16$ | $31 - 12 - 15$ | |
|---|---|---|
| Bank deposits | 145,302 | 171,868 |
| Time deposits | 57,253 | 74,623 |
| Other treasury applications | 6,593 | 2,518 |
| Cash | 3.011 | 3,684 |
| 212.159 | 252.693 |
The cash and equivalent heading includes cash, deposits payable on demand, cash investments and term deposits with maturity of less than three months, repayable on demand, and for which the risk of change of value is insignificant.
Cash flow from investment activities
Revenue from financial investments for the years ended on 31 March 2016 and 2015 refer to the disposal of equity interests in the following companies:
| st Quarter 16 1 |
st Quarter 15 1 |
|
|---|---|---|
| AEDL - Auto-Estradas do Douro Litoral, S.A. | 2,491 | - |
| PETRIN - Petróleos e Investimentos, S.A. | - | 10,153 |
| Banco Bilbao Vizcaya Argentaria, S.A. | - | 4,904 |
| 2,491 | 15,057 |
Payments related to financial investments in the financial years ending on March 31, 2016 and 2015, concern the purchase of shares to the following associated company:
| 1 | st Quarter 16 | st Quarter 15 1 |
|---|---|---|
| Banco Bilbao Vizcaya Argentaria, S.A. | - | 1,628 |
| - | 1,628 |
Dividends received in the financial years ending on March 31, 2016 and 2015 were as follows:
| st Quarter 16 1 |
st Quarter 15 1 |
|
|---|---|---|
| LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. | 1,310 | - |
| CPM - Companhia de Parques de Macau, S.A.R.L. | 260 | 165 |
| 1,570 | 165 |
21 - SHARE CAPITAL
As at 31 March 2015, the underwritten and paid-up share capital was represented by 420,000,000 shares with the nominal value of EUR 0.5 each.
As at 31 March 2016, TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. directly held 203,520,000 shares representing the share capital of Teixeira Suarte, S.A., corresponding to 48.46% of its share capital.
22 - RESERVES AND RETAINED EARNINGS
Legal reserve: Pursuant to the current legislation, the Company is obliged to transfer at least 5% of its annual net profit to the legal reserve, until it reaches at least 20% of the share capital. This reserve is not distributable to shareholders, but may be used to absorb losses, after all other reserves have been depleted, or incorporated in the share capital.
Fair value reserve: The fair value reserve represents the difference between the cost value and market value of the financial assets available for sale, not yet recognised in the income statement.
Free reserves: Free reserves are available for distribution, under the terms and subject to the limits stated in the Code of Commercial Companies.
Hedge operation reserve: The hedge operation reserve reflects the effective component (net of the tax effect) of the changes in the fair value of the derivative financial instruments classified as cash flow hedges.
23 - LOANS
As at 31 March 2016 and 31 December 2015, the loans received were as follows:
| 31-03-16 | 31-12-15 | |
|---|---|---|
| Non-current liabilities: | ||
| Bank loans a) | 203,468 | 217,980 |
| Commercial role b) | 475,905 | 432,257 |
| Debentures loans c) | 15.300 | 15.300 |
| 694.673 | 665.537 | |
| Current liabilities: | ||
| Bank loans a) | 606,368 | 617,139 |
| Commercial role b) | 63.907 | 117,457 |
| 670.275 | 734,596 | |
| 1.364.948 | 1,400.133 |
a) Bank loans
As at 31 March 2016, the internal bank loans, bank overdrafts and escrow accounts earned interest at the weighted annual average rate of 4.5% (4.71% as at 31 March 2015).
As at 31 March 2016, the most significant bank loans contracted by the Group essentially correspond to:
Loan raised from Caixa Banco de Investimento, S.A. and Caixa Geral de Depósitos, S.A., contracted on 21 February 2008 of the value on March 2016 of EUR 44,422 thousand, which will be repaid in 36 equal and successive instalments, ending on 10 December 2033.
Loan taken out by the Group at Caixa Geral de Depósitos, S.A. on 30 December 2008, of the value on March 2016 of EUR 27,693 thousand, which will be repaid in 93 equal and successive monthly instalments, ending on 30 December 2023.
Loan raised from Banco Caixa Geral Angola, contracted on 21 December 2011 of the value on March 2016 of EUR 6,757 thousand, which will fall due on 28 February 2019.
Loan raised from Banco Bradesco, S.A., contracted on 27 March 2012 of the value on March 2016 of EUR 1,673 thousand, which will fall due on 27 February 2019.
Loan raised from Banco BIC de Angola, contracted on 9 October 2012 of the value on March 2016 of EUR 5,930 thousand, which will fall due on 5 December 2019.
Loan raised from Banco BIC de Angola, contracted on 9 October 2012 of the value on March 2016 of EUR 14,081 thousand, which will fall due on 13 December 2019.
Loan raised from Banco Privado Atlântico de Angola, contracted on 12 October 2012 of the value on March 2016 of EUR 6,759 thousand, which will fall due on 18 October 2017.
Loan raised from Banco Popular Portugal, S.A., contracted on 13 December 2012 of the value on March 2016 of EUR 1,847 thousand. Current capital will be amortised throughout the contractual period, according to the agreed adjustment table, by the product of selling the real estate subject to the mortgage, with the remaining amount being settled through bullet amortisation on 13 December 2016.
Loan raised from Banco Itaú Unibanco, S.A., contracted on 29 August 2013 of the value on March 2016 of EUR 12,162 thousand, which will fall due on 20 January 2017.
Loan raised from Banco Itaú Unibanco, S.A., contracted on 30 August 2013 of the value on March 2016 of EUR 4,040 thousand, which will fall due on 20 May 2017, and may be renewed for another four months.
Loan raised from Banco Itaú Unibanco, S.A., contracted on 11 September 2013 of the value on March 2016 of EUR 4,488 thousand, which will fall due on 20 December 2016.
Loan raised from Banco Caixa Geral Angola, contracted on 23 January 2014 of the value on March 2016 of EUR 9,484 thousand, which will fall due on 30 April 2021.
Loan raised from Banco Angolano de Investimento, contracted on 20 February 2014 of the value on March 2016 of EUR 21,141 thousand, which will fall due on 31 October 2020.
Loan raised from Banco BIC de Angola, contracted on 22 September 2014 of the value on March 2016 of EUR 13,166 thousand, which will fall due on 13 December 2021.
Loan from Banco do Brasil S.A. taken out on 17 October 2014, amounting to 5,200 thousand euros at the end of March, 2016, which will be amortised in half yearly amounts of 1,300 thousand euros.
Loan from Caixa Económica Montepio Geral, taken out on 23 October 2014, amounting to 8,000 thousand euros at the end of March 2016, which will be repaid in 84 constant and successive monthly instalments of capital and interest, after a waiting period of twenty four months, maturing on 23 October 2023.
Loan from Caixa Económica Montepio Geral, taken out on 23 October 2014, amounting to 2,435 thousand euros at the end of March 2016, which will be repaid in 43 constant and successive monthly instalments, maturing on 23 October 2019.
Loan raised from Novo Banco, S.A., contracted on 24 October 2014 of the value on March 2016 of EUR 7,000 thousand, which will fall due on 30 April 2016.
Loan raised from Banco BANRISUL, S.A., contracted on 24 November 2014 of the value on March 2016 of EUR 405 thousand, which will fall due on 27 November 2016.
Loan raised from Banco BANRISUL, S.A., contracted on 24 November 2014 of the value on March 2016 of EUR 431 thousand, which will fall due on 27 April 2017.
Loan raised from Banco Caixa Geral Angola, contracted on 31 December 2014 of the value on March 2016 of EUR 6,897 thousand, which will fall due on 31 December 2021.
Loan from Novo Banco, S.A., taken out on 26 January 2015, amounting to 28,750 thousand euros at the end of March, 2016, which will be amortised half yearly through amounts varying between 1,000 thousand euros and 2,500 euros, with the last payment of 16,500 thousand euros being paid on 30 December 2019.
Loan raised from Banco SANTANDER, S.A., contracted on 30 April 2015 of the value on March 2016 of EUR 969 thousand, which will fall due on 27 April 2017.
Loan raised from Banco Caixa Geral, S.A., contracted on 13 May 2015 of the value on March 2016 of EUR 6,702 thousand, which will fall due on 13 November 2016.
Loan from Novo Banco, S.A., taken out on 20 May 2015, amounting to 10,228 thousand euros at the end of March 2016, which will be repaid in 8 quarterly instalments starting on 30 September 2015.
Loan from Banco Caixa Geral, S.A., taken out on 18 June 2015, amounting to 729 thousand euros at the end of March 2016, which will be repaid on 31 October, 2016.
Loan raised from Banco Caixa Geral Angola, contracted on 26 November 2015 of the value on March 2016 of EUR 12,304 thousand, which will fall due on 29 June 2020.
Loan from Banco Caixa Geral, S.A., taken out on 29 December 2015, amounting to 2,000 thousand euros at the end of March 2016, which will be repaid on 20 December, 2016.
Loan from Banco do Brasil S.A. taken out on 22 January 2016, with a duration of 3 years, amounting to 3,500 thousand euros at the end of March, 2016, which will be amortised in annual amounts of 1,167 thousand euros.
Loan from Novo Banco, S.A., taken out on 5 February 2016, with a maximum amount of 10,000 thousand euros, used in its entirety at the end of March 2016, which will amortise on 30 June 2016.
Loan from Banco Comercial Português, S.A., taken out on 29 March 2016, amounting to 10,000 thousand euros at the end of March 2016; the capital will be amortised in successive and equal half yearly instalments, payable in arrears, of capital and interest, the first on 29 September 2016 and the last on 20 February 2023.
Loan from Caixa Geral de Depósitos, S.A., taken out on 29 February 2016, amounting to 7,000 thousand euros at the end of March 2016; the current capital will be amortised on 29 May 2016.
Factoring line with recourse with Banco Caixa Geral, S.A., amounting to 5,000 thousand euros, of which 4,949 thousand euros were used at the end of March 2016.
Factoring line with recourse with Banco Caixa Geral, S.A., amounting to 10,000 thousand US dollars, of which 1,023 thousand US dollars were used at the end of March 2016, corresponding to 899 thousand euros.
Factoring line with recourse with Novo Banco, S.A., amounting to 3,500 thousand euros, of which 1,160 thousand euros were used at the end of March 2016.
As part of the scope of an overseas commercial discount line (Venezuela) granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., with Caixa Geral de Depósitos for the amount of 9.413 thousand US dollars, at the end of March 2016, corresponding to 8,268 thousand euros.
As part of the scope of an overseas commercial discount line (Algeria) granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., with Caixa Geral de Depósitos for the amount of 38.302 thousand euros, of which the amount of 27,792 thousand euros were used at the end of March 2016.
As part of the scope of an overseas commercial discount line (Angola) granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A., Teixeira Duarte - Distribuição, S.A, EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A. and TDO – Investimento e Gestão, S.A., with Caixa Geral de Depósitos for the amount of 15,000 thousand euros, of which at the end of March 2016, the amounts of 1,930 thousand euros, 4,070 thousand euros and 4,378 thousand euros respectively were used.
As part of the scope of an overseas commercial discount line (Mozambique) granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. and by TDGI – Tecnologia de Gestão de Imóveis, S.A., with Caixa Geral de Depósitos for the amount of 6,126 thousand euros, which was used in its entirety by the companies at the end of March 2016, amounting to 5,059 thousand euros and 1,067 thousand euros, respectively.
As part of the scope of an overseas commercial discount line (Angola market) granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., with Banco Privado Atlântico Europa for the amount of 4,721 thousand euros, which was used in its entirety at the end of March 2016.
As part of the scope of an overseas commercial discount line (Angola market) granted by Teixeira Duarte Distribuição, S.A, and by TDO – Investimento e Gestão, S.A., with Banco BAI Europa for a global amount of 7,500 thousand euros, of which 3,124 and 3,734 thousand euros respectively were used at the end of March.
As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 29 July 2013, with CorpBanca, C.A. (which was dissolved as a consequence of a merger through its incorporation into Banco Occidental de Descuento, C.A.), for a maximum amount of 100,000 thousand Venezuelan bolivars, increased to 200,000 thousand Venezuelan bolivars, in May 2014, with the approval in November 2014 of a further increase to 300,000 thousand Venezuelan bolivars, of which 184,375 thousand Venezuelan bolivars were used at the end of March 2016, which, at the exchange rate at the end of March 2016, correspond to 593 thousand euros.
As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 29 July 2013, with Mercantil, C.A. Banco Universal, on 4 April 2013, for a maximum amount of 150,000 thousand Venezuelan bolivars, increased to a maximum limit of 300,000 thousand Venezuelan bolivars, in May 2014, with the approval in April 2015 of a further increase to 400,000 thousand Venezuelan bolivars, of which 399,520 thousand Venezuelan bolivars were used at the end of March 2016, which, at the exchange rate at the end of March 2016, correspond to 1,286 thousand euros.
As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 13 February 2014, with Banco del Caribe C.A., for a maximum amount of 200,000 thousand Venezuelan bolivars, used in its entirety at the end of March 2016, which, at the exchange rate at the end of March 2016, correspond to 644 thousand euros.
As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 13 February 2014, with Banco del Caribe C.A., for a maximum amount of 200,000 thousand Venezuelan bolivars, used in its entirety at the end of March 30.000, which, at the exchange rate at the end of March 2016, correspond to 97 thousand euros.
As part of the scope of a line of credit, granted by TEIXEIRA DUARTE – Engenharia e Construções, S.A. - Venezuela Branch, on 5 December 2013, with Novo Banco Venezuela Branch, for a maximum amount of 15,000 thousand Venezuelan bolivars, increased in January 2014 to a maximum limit of 17,000 thousand bolivars, used in its entirety at the end of March 2016, which, at the exchange rate at the end of March 2016, correspond to 55 thousand euros.
All lines of credit granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. - Venezuela Branch are negotiated and renegotiated for periods of 12, 18 and 24 months, and interest is payable on the amounts of these lines of credit that are used at normal rates for identical operations, on the local market, on the respective usage dates, which are charged monthly, quarterly or half-yearly, depending on the use.
As at 31 March 2016 and 31 December 2015, the bank loans also include the pledged accounts of the value of EUR 451,617 thousand and EUR 456,648 thousand, respectively.
b) Commercial role
As at 31 March 2016, the Group had negotiated the following commercial paper programmes:
Grouped programme of commercial paper issues contracted with Haitong Bank, S.A. and Novo Banco, S.A., on 16 December 2005, for the amount of 100,000 thousand euros, 42,500 thousand euros at the end of March 2016, in which TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, all of which are in use by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. The participation of each company in the programme may vary each time the programme is used, The duration of the programme is five years minus one day, counted as of the contract signing date. Issue periods are between 1 and 6 months and they earn interest in advance at the Euribor rate for the period, plus a spread of 3%. The final issue will be repaid on 20 August 2018, and half-yearly amortisations are envisaged, starting on 20 August 2015, amounting to 1,000 thousand euros, for the first payment, and 2,500 thousand euros for the remaining payments, and the settlement of the remaining value on the date of the programme's final issue.
Commercial paper issued programme contracted with Banco Comercial Português, S.A. on 20 August 2008, for 17,000 thousand euros at the end of March 2016, renewable annually. The interest is earned in arrears, with the rate being indexed to the three-month Euribor plus a spread of 5.75% determined according to each issue date.
Commercial paper issued programme contracted with Banco Comercial Português, S.A. on 20 August 2008, for 3,500 thousand euros at the end of March 2016, renewable annually. The interest is earned in arrears, with the rate being indexed to the three-month Euribor plus a spread of 5.75% determined according to each issue date.
Grouped contract programme, for the placing and underwriting of commercial paper with Caixa Geral de Depósitos, S.A. on 7 July 2010, to the sum of EUR 70,000 thousand, in which TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by TEIXEIRA DUARTE - Gestão de Engenharia e Construções, S.A. The participation of each company in each programme may vary each time it is used. The programme was renewed on 12 May 2014 until 14 May 2019, for an amount of 50,000 thousand euros, with the amount of 40,000 thousand euros in force at the end of March 2016. It will be subject to annual amortisations of 10,000 thousand euros, and will commence on 15 May 2016. Interest is payable in arrears on the date of each subscription, with the intervention rate for the respective period indexed to the Euribor rate in force on the second business day prior to each subscription date, plus 4% up until May 2016 and 3.75% for the rest of the programme's period, determined based on the date on which each bid is made.
Grouped programme, for the placing and underwriting of private commercial paper contracted on 14 January 2011 with Banco Comercial Português, S.A. with the total amount used being EUR 20,750 thousand, in which TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, to the amounts of EUR 18,650 thousand and EUR 2,100 thousand, respectively. The participation of each company in the programme may vary each time the programme is used, with TEIXEIRA DUARTE - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Interest is payable in arrears and the intervention rate is indexed to one- to six-month Euribor by competitive auction of 7 to 180 days by direct placement plus 4% and determined in accordance with the date of each auction, with the repayment of the last issue taking place on 6 January 2021.
Grouped programme of commercial paper issues contracted with Banco Comercial Português, S.A., on 28 December 2011, for an overall amount of 42,000 thousand euros, 38,700 thousand euros at the end of March 2016, in which TEIXEIRA DUARTE, S.A., TEIXEIRA DUARTE - Engenharia e Construções, S.A., and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., take part; on this date, the amounts used by each company were 750 thousand euros, 750 thousand euros and 37,200 thousand euros, respectively. Each of the issues must necessarily be carried out together by all the issuers and the participation of each issuer cannot be less than EUR 250 thousand. The programme is in force until 30 December 2021, and amortisations of 3,300 thousand euros at the end of each half year period, with the exception of the final amortisation, which will be 5,900 thousand euros. The applicable interest rate is the Euribor for each issue period, in force on the second business day prior to its beginning, increased by a spread of 4.25%.
Grouped programme of commercial paper issues contracted with Novo Banco, S.A. and Haitong Bank, S.A., on 30 December 2013, for the amount of 191,250 thousand euros at the end of March 2016, granted by the issuing parties TEIXEIRA DUARTE – Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., and by the guarantors TEDAL – Sociedade Gestora de Participações Sociais, S.A., TEIXEIRA DUARTE – Engenharia e Construções, S.A., QUINTA DE CRAVEL – Imobiliária, S.A., and V8 – Gestão Imobiliária, S.A., being used in its entirety by Teixeira Duarte – Engenharia e Construções, S.A. The participation of each company in each programme may vary each time it is issued. The programme has a duration of five years minus 1 day, counted from the date on which the contract is signed; interest is payable in advance, with the intervention rate for the respective period indexed to the Euribor rate in force on the second business day prior to each subscription date, plus a spread of 5%, determined based on the date on which each bid is made; the final issue will be repaid on 29 November 2018. The programme will be subject to partial amortisations, of 8,000 thousand euros half-yearly as of 30 December 2015, and 5,000 thousand euros as of June 2016.
Grouped programme of commercial paper issues contracted with Banco Finantia, S.A., on 2 May 2014, for the amount of 10,000 thousand euros, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A., 1,000 thousand euros of which were being used by TEIXEIRA DUARTE - Engenharia e Construções, S.A. at the end of March 2016; the share of each issuing party may vary in each issue. The programme lasts until 2 May 2017, and issues may have a period of between 7 and 365 days. Interest is payable in arrears, at a rate corresponding to direct placement, never lower than the maximum rate indicated by the issuing party.
Grouped programme of commercial paper issues contracted with Banco Comercial Português, S.A., on 27 June 2014, for the overall amount of 55,000 thousand euros, with an amount of 50,000 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A. The programme has a duration of 5 years, and issues may have a period of one or three months. Interest is payable in arrears at a rate equal to the Euribor rate applicable to the issue period, plus 6%.
Grouped programme of commercial paper issues contracted with Banco BIC Português, S.A., on 18 November 2014, for an amount of 5,000 thousand euros, granted by TEIXEIRA DUARTE, S.A., by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A.. The programme is valid until the 2 of January 2020, and issues may have a period of one or six months. Interest is payable in arrears at a rate equal to the Euribor rate applicable to the issue period, plus 3.25%.
Grouped programme of commercial paper issues contracted with Novo Banco, S.A., on 28 December 2015, for an amount of 97,000 thousand euros at the end of March 2016, in which TEIXEIRA DUARTE, S.A., a TEIXEIRA DUARTE - Engenharia e Construções, S.A., e a TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., take part with the amounts of 9,700 thousand euros, 9,700 thousand euros and 77,600 thousand euros, respectively. The participation of each company in each programme may vary each time it is issued. The duration of the programme is five years, counted as of the contract signing date, with the interest falling due in advance and the reference rate being indexed to the Euribor for the respective period, in force on the second business day prior to each subscription date, plus a spread of 5% and determined according to the date of each auction, with the repayment of the last issue being on 6 November 2018. The Program will be subject to partial amortisations of 2,500 thousand euros, which will occur half-yearly as of May 2018, with the remaining amount settled on the repayment date of the final issue.
Programme of commercial paper issues contracted with Novo Banco, S.A., on 14 January 2016, for the amount of 34,000 thousand euros, in which TEIXEIRA DUARTE, S.A., e a TEIXEIRA DUARTE - Engenharia e Construções, S.A. takes part. The programme has a duration of four years. The interest is earned in advance on each subscription date, with the intervention rate being indexed to the Euribor for the respective period, in force on the second business day prior to each subscription date, plus 3% and determined in accordance with the date of each auction.
As a result of the commitment of successive renewal during the financial year of the programme contracts, some existing issues as at 31 March 2016 and 31 December 2015 are classified as non-current liabilities.
c) Debentures loans
A TEIXEIRA DUARTE – Engenharia e Construções S.A. and TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A. entered into a contract with Banco Comercial Português, S.A. for the Provision of Assistance and Placement Services for a Private Bond Issue Offer, as well as a Paying Agent Contract related to the Grouped Issue of Bonds by Private Subscription, amounting to 15,300 thousand euros (1,500 thousand euros from TEIXEIRA DUARTE – Engenharia e Construções S.A. and 13,800 thousand euros from TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A.) known as "TEIXEIRA DUARTE - Engenharia e Construções, S.A. / TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A. – 2014/2021". Interest is settled quarterly at a rate of 4.57%, and repayment will be made at part in three equal instalments, on 2 April 2019, 2 April 2020 and 2 April 2021.
As at 31 March 2016 and 31 December 2015, the repayment of the non-current bank loans is defined as follows:
| 31-03-2016 | 31-12-2015 | |
|---|---|---|
| 2017 | 79,195 | 91,846 |
| 2018 | 272,373 | 267,496 |
| 2019 | 91,022 | 90,634 |
| 2020 | 120,663 | 85,220 |
| 2021 and following | 131,420 | 130,341 |
| 694,673 | 665,537 |
As at 31 March 2016 and 31 December 2015, financing agreements in foreign currency were expressed in the following currencies:
| 31-03-16 | 31-12-15 | |||
|---|---|---|---|---|
| Currency | Currency | Euros | Currency | Euros |
| Venezuelan bolivar | 3,216,116 | 10.351 | 3.511.491 | 16,233 |
| American dollars | 18,698 | 16,423 | 28.442 | 26,125 |
| Japanese yen | 4,700 | 37 | 4,671 | 35 |
| Angola Kwanza | 21,963,635 | 122,939 | 22.118.694 | 149,621 |
| Mozambican metical | 36 | 1 | 5 | |
| Brazilian real | 108.386 | 26.324 | 130.074 | 30.168 |
The loans denominated in foreign currency earn interest at market rates and were converted into Euro based on the exchange rate on the reporting date.
24 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS
As part of different inspections conducted by the Tax and Customs Authorities (AT) of accounting elements of TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., 100% of which is directly held by TEIXEIRA DUARTE, S.A., with regard to the financial years from 2007 to 2012, the following corrections have been made to the tax losses initially ascertained for this subsidiary:
| Financial year |
Calculated tax loss |
AT correction |
|---|---|---|
| 2007 | 46,632 | 29,331 |
| 2008 | 50,590 | 45,938 |
| 2009 | 50,182 | 24,807 |
| 2010 | 18,165 | 6,467 |
| 2011 | 12,779 | 3,213 |
| 2012 | 13,294 | 3,971 |
With the exception of the amounts of 611 and 1,666 thousand euros, including in the tax loss corrections for 2008 and 2012, respectively (and with regard, according to AT, to the undue application of item 10 of article 22 of EBF to the distribution of profits by the Closed TDF Real Estate Investment Fund), all of the remaining corrections are the result of the non-acceptance of financial expenses incurred as a result of the investment made in subsidiary companies as supplementary provisions, as a taxable expense.
Given that TEIXEIRA DUARTE– Gestão de Participações e Investimentos Imobiliários, S.A. pays corporation tax (IRC) according to the RETGS (articles 69 onwards of the IRC code), corrections to tax losses for periods 207 to 2011 were subject to additional IRC payments and compensatory interest issued to TEIXEIRA DUARTE – Engenharia e Construções, S.A., a subsidiary held 100% by TEIXEIRA DUARTE, as the RETGS parent company for these financial years. Under the terms of the law, TEIXEIRA DUARTE – Engenharia e Construções, S.A. contested the corrections made by AT to the periods from 2007 to 2011.
No additional settlement whatsoever had been issued for the company on this date, in its capacity as the RETGS parent company, relating to corrections for the 2012 financial year.
Despite the outcome being unfavourable to the intentions of TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A., and, consequently, to TEIXEIRA DUARTE – Engenharia e Construções, S.A., as the parent company, within the scope of the process relating to the 2006 period about the acceptance, as a taxable expense, of financial expenses incurred by the investment made in subsidiary companies in the form of supplementary provisions, the Board of Directors still expects to obtain an outcome different to the remaining periods subject to corrections.
In addition to the aforementioned corrections regarding the subsidiary TEIXEIRA DUARTE – Gestão de Participações e Investimentos Imobiliários, S.A., below can be found individual reports on corrections made by the AT to TEIXEIRA DUARTE – Engenharia e Construções, S.A.:
- Correction to the taxable profit ascertained in the 2008 period, amounting to 35,467 thousand euros, of which the Company contested 32,595 thousand euros related to tax credits, the taxable gains re-investment regime and the undue application of item 10 of article 22 of EBF;
- Corrections to the taxable profit ascertained in the 2011 period, amounting to 1,739 thousand euros, of which the Company contested 608 thousand euros, essentially related to the non-acceptance of autonomous taxation as a taxable expense;
- Correction related to IRC (corporation tax) from previous periods and included in the additional settlement issued with reference to the 2011 financial year, amounting to 12 thousand euros, which was contested in full by the Company, which believes that the correction envisaged in item 6 of article 45 of the IRC Code (the text applicable to the 2011 period) does not cover the Municipal Surcharge;
- Corrections to the taxable profit ascertained in the 2012 period, amounting to 9,268 thousand euros, of which the Company will contest 702 thousand euros, related to the non-acceptance of autonomous taxation as a taxable expense, as well as favourable corrections to the amount of tax credits for international double taxation, amounting to 2,969 thousand euros.
Guarantees:
As at 31 March 2016 and 31 December 2015, the companies included in the consolidation perimeter had provided the following guarantees to third parties:
| 31-03-16 | 31-12-15 | |
|---|---|---|
| Granted bank guarantees | 368.323 | 483.912 |
| Guarantee insurance | 221,589 | 193,160 |
The bank guarantees were essentially provided for the effect of tenders, advances received and as a completion bonds for works.
TEIXEIRA DUARTE - Engenharia e Construções, S.A., EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A., SOMAFEL - Engenharia e Obras Ferroviárias, S.A., OFM - Obras Fluviais e Marítimas, S.A., RECOLTE, Serviços e Meio Ambiente, S.A., RECOLTE, Servicios y Medioambiente, S.A.U., EMPA - Serviços de Engenharia, S.A., and the Boyacá - La Guaira consortium, have provided bond insurance to guarantee the performance of works and services provided.
For the purposes of suspending the tax enforcement process opened for the subsidiary TEIXEIRA DUARTE – Engenharia e Construções, S.A., regarding IRC (corporation tax) debt from the 2008 financial year, since contested, a bank guarantee for 14,752 thousand euros was issued in favour of the AT. Subsequently, TEIXEIRA DUARTE – Engenharia e Construções, S.A. required the replacement of the bank guarantee with a surety provided by TEIXEIRA DUARTE, S.A.; this intention was subsequently rejected by AT. Legal claims have been submitted against the different rejection decisions of AT, with a favourable outcome for the Company. At the end of March 2016, the Company is currently preparing its reaction to the appeal filed by the Public Treasury against the most recent ruling in favour of the Company, with regard to the aforementioned legal claims. Upon verification of the acceptance by AT of the replacement of the bank guarantee with a surety, the Company will cancel the aforementioned bank guarantee.
For the purposes of suspending the tax enforcement process opened for the subsidiary TEIXEIRA DUARTE – Engenharia e Construções, S.A., regarding IRC (corporation tax) debt from the 2010 financial year, since contested, TEIXEIRA DUARTE, S.A. presented a surety, amounting to 10,139 thousand euros, which was accepted by the Tax and Customs Authority.
A mortgage was also raised, in favour of Caixa Geral de Depósitos, S.A., on lot 3, located at Lagoas Park, belonging to TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., to guarantee the loan agreement granted by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., amounting to 27,693 thousand euros at the end of March 2016.
To guarantee the contract entered into with Banco Caixa Geral Angola, amounting to 6,757 thousand euros at the end of March 2016, HOTEL BAÍA, Lda. raised a mortgage on property no. 256 - 1st section, belonging to it, located in Chicala.
To guarantee the contract entered into with BIC, amounting to 5,930 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 2554, belonging to it, located in Chicala.
To guarantee the contract entered into with BIC, amounting to 13,166 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 2554, belonging to it, located in Chicala.
To guarantee the contract entered into with BIC, amounting to 14,081 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 354, belonging to it, located in Samba.
To guarantee the contract entered into with Banco Angolano de Investimentos, amounting to 21,141 thousand euros at the end of March 2016, CND – Companhia Nacional de Distribuição, Lda. raised a mortgage on properties nos. 123 and 874, belonging to it, located in Ingombotas and Sambizanga respectively.
To guarantee the contract entered into with Banco Caixa Geral Angola, amounting to 6,897 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 187, belonging to it, located in Ingombotas.
To guarantee the contract entered into with Banco Caixa Geral Angola, amounting to 9,484 thousand euros at the end of March 2016, HOTEL TRÓPICO, S.A. raised a mortgage on property no. 1826, belonging to it, located in Ingombotas.
To guarantee the contract entered into with Banco BIC, amounting to 25,140 thousand euros at the end of March 2016, ANGOIMO - Empreendimentos e Construções, Lda. raised a mortgage on property no. 2554, belonging to it, located in Samba.
To guarantee the commercial paper contract entered into with Banco Comercial Português, S.A., amounting to 38,700 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE, S.A. to TEIXEIRA DUARTE - Engenharia e Construções, S.A. and to TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., a generic mortgage was raised on properties constructed respectively on lots 6, 18 and 19 in Lagoas Park, owned by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A.
To guarantee the loan amounting to 1,847 thousand euros at the end of March 2016, taken out with Banco Popular Portugal, S.A. on 13 December 2012, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., by TEIXEIRA DUARTE - Gestão de Participações e Investimentos imobiliários S.A., by QUINTA DE CRAVEL - Imobiliária, S.A. and by V8 - Gestão Imobiliária, S.A., to V8 - Gestão Imobiliária, S.A., a mortgage was raised on fractions of its ownership of an urban property located at Rua de Castro Portugal, numbers 497 and 511; Rua Professora Rita Lopes Ribeiro Fonseca, numbers 46, 52, 76, 80, 94 and 96; District and Parish of Vila Nova de Gaia, and on fractions of urban property known as lot 14, located at Rua Guilherme Duarte Camarinha, number 12, District of Candal, parish of Vila Nova de Gaia, for a global value of 1,847 thousand euros.
Apart from the guarantees indicated above, the following pledges were also provided:
To guarantee the commercial paper contract entered into with Haitong Bank, S.A. and Novo Banco, S.A., amounting to 42,500 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., to TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. and to TEDAL - Sociedade Gestora de Participações Sociais, S.A., 325,000,000 and 32,000,000 shares in Banco Comercial Português, S.A. were given as pledges, respectively.
To guarantee the loan agreement entered into with Novo Banco, S.A., amounting to 28,750 thousand euros at the end of March 2016, TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. and C+P.A. – Cimentos e Produtos Associados, S.A. gave 120,000,000 and 145,229,693 shares in Banco Comercial Português, S.A. as pledges, respectively.
To guarantee the commercial paper contract entered into with Haitong Bank, S.A. and Novo Banco, S.A., amounting to 191,250 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A.. TEDAL - Sociedade Gestora de Participações Sociais, S.A. gave as a pledge 12,500,000 shares in EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A., 200,000,000 shares in C+P.A. – Cimentos e Produtos Associados, S.A., and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. gave as a pledge 1,325,000 participation units in the Fundo de Investimento Imobiliário Fechado TDF. TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. constituted a voluntary mortgage on an urban property it owns, destined for warehouses, workshops, materials laboratory and parking of equipment, located on Avenida da Indústria, Alto Estanqueiro - Jardia, Montijo, of the value of EUR 13,242 thousand. QUINTA DE CRAVEL - Imobiliária, S.A., also mortgaged the lots for construction numbers 10, 11, 12, 13, 19, 23, 26 and 31, located at Quinta de Cravel, Mafamude, Vila Nova de Gaia, for the total value of EUR 6,829 thousand. V8 - Gestão Imobiliária, S.A. mortgaged the lots for construction numbers 1, 2, 3, 5, 6, 8 and 16, 18, 20 and 30 located at Empreendimento Santa Maria Design District, Santa Marinha, Vila Nova de Gaia, for the total value of EUR 26,698 thousand.
To guarantee the commercial paper contract entered into with Caixa Geral de Depósitos, S.A., amounting to 70,000 thousand euros, renewed on 12 May 2014 until 14 May 2019, for the amount of 50,000 thousand euros - 40,000 thousand euros at the end of March 2016, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A. and by TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. gave as a pledge 4,675,000 participation units in the Fundo de Investimento Imobiliário Fechado TDF.
To guarantee the commercial paper contract entered into with Novo Banco, S.A., amounting to 34,000 thousand euros, granted by TEIXEIRA DUARTE, S.A. and TEIXEIRA DUARTE - Engenharia e Construções, S.A., TEIXEIRA DUARTE, S.A. gave as a pledge 1,000,000 shares in TDGI - Tecnologia de Gestão de Imóveis, S.A.
In order to reinforce the guarantees provided under the financial lease contract signed on 31 December 2008 with Banco Comercial Português, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 9,000,000 shares in SOMAFEL - Engenharia e Obras Ferroviárias, S.A..
To guarantee the contract entered into with Banco Caixa Geral Angola, amounting to 12,304 thousand euros at the end of March 2016, TEIXEIRA DUARTE – Engenharia e Construções, S.A. – Angola Branch, pledged 13,020 Treasury Bond Securities.
In order to secure debts to third parties, of the value of EUR 14 thousand, IMOTD - SGPS, S.A. pledged 14,000 shares in V8, S.A..
In order to secure the loan contract granted by TDHOSP – Gestão de Edifício Hospitalar, S.A. of the value on March 2016 of EUR 44,422 thousand, TEIXEIRA DUARTE - Engenharia e Construções, S.A. pledged to Caixa Geral de Depósitos, S.A. and Caixa Banco de Investimentos, S.A. 1,540,000 shares in TDHOSP - Gestão de Edifício Hospitalar, S.A. Under the same loan contract, TEIXEIRA DUARTE - Engenharia e Construções, S.A., as shareholder, pledged the credit rights over TDHOSP - Gestão de Edifício Hospitalar, S.A..
To guarantee the loan agreement entered into with Caixa Económica Montepio Geral, amounting to 2,435 thousand euros at the end of March 2016, granted by DIGAL – Distribuição e Comércio, S.A., DIGAL – Distribuição e Comércio, S.A. made a commercial pledge of equipment, amounting to 3,394 thousand euros.
To guarantee the loan agreement entered into with Caixa Económica Montepio Geral, amounting to 8,000 thousand euros, granted by PPS – Produtos Petrolíferos, S.A., TDARCOL – SGPS, S.A. pledged shares in PPS – Produtos Petrolíferos, S.A..
To guarantee the loan of a maximum amount of 10,000 thousand euros, taken out with Novo Banco, S.A., granted by Teixeira Duarte – Engenharia e Construções, S.A. and by C+PA – Cimentos e Produtos Associados, S.A., C+PA – Cimentos e Produtos Associados, S.A. is under the obligation to make a partial or full repayment of amounts payable under the Contract, in an amount equivalent to the product resulting from the divestment of the share capital of "Limited Liability Company Cement".
To guarantee the loan amounting to 10,000 thousand euros at the end of March 2016, taken out with Banco Comercial Português, S.A., granted by Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, S.A. raised a mortgage on building 9 at the Lagoas Park venture.
To guarantee the loan amounting to 7,000 thousand euros at the end of March 2016, taken out with Caixa Geral de Depósitos, S.A., granted by Teixeira Duarte, S.A., by Teixeira Duarte - Engenharia e Construções S.A. and by Teixeira Duarte - Gestão de participações e Investimentos Imobiliários, S.A., to Teixeira Duarte - Gestão de participações e Investimentos Imobiliários, S.A., a second mortgage was raised on Lot 3, located at Lagoas Park.
Financial commitments:
As at 31 March 2016 and 31 December 2015, the letters of comfort provided by TEIXEIRA DUARTE, S.A. and its subsidiaries reached EUR 461,324 thousand and EUR 485,853 thousand, respectively.
As at 31 March 2016 and 31 December 2015, factoring contracts without right of recourse were in force, which were recorded as reductions in accounts receivable of the value of EUR 7,292 thousand and EUR 10,538 thousand, respectively. According to the contractual conditions, the Group's liability is essentially restricted to the guaranteed acceptance of the invoices object of the factoring on the part of the customers.
25 - MEASUREMENTS AT FAIR VALUE
Fair value estimate - assets and liabilities measured at fair value
The following table shows the Group's assets and liabilities measured at fair value at 31 March 2016 according to the following fair value levels:
-
Level 1: the fair value of financial instruments is based on prices ruling on active, liquid markets at the date of the statement of financial position;
-
Level 2: the fair value of financial instruments is not determined based on active market prices but ac-cording to valuation models;
-
Level 3: the fair value of financial instruments is not determined based on active market prices but ac-cording to valuation models, the main inputs of which are not observable on the market.
| Class | Item | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Assets: | ||||
| Financial assets available for sale | Shares | 22,214 | $\blacksquare$ | |
| Financial assets at fair value by results | Shares | 35 | $\blacksquare$ | |
| Investment Properties | Buildings and land | ٠ | 491,832 | |
| Liabilities: | ||||
| Financial assets at fair value | Coverage derivatives | 17,116 |
Except with respect to non-current loans, most financial assets and liabilities mature in the short term, hence it is considered that their fair value is identical to the respective book values.
Regarding loans, most loans are taken out at variable interest rates. It is considered that their book value (amortised cost) does not differ significantly from corresponding market value.
26 - APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements for the year that ended on 31 December 2016 were approved by the Board of Directors on 30 May 2016.
27 - SUBSEQUENT EVENTS
TEIXEIRA DUARTE continued its activity in the different markets in which it operates, and there are no relevant events to mention, occurring between 31 March 2016 and the issue date of this document.