CONSOLIDATED ANNUAL REPORT
2015
| COVER PHOTO: Dubai Tower · Abu Dhabi | Shopping · Services
2 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
CONTENTS
05
GOVERNING BODIES
06
CORPORATE ORGANISATIONAL CHART
07
CONSOLIDATED MANAGEMENT REPORT
08
Introduction
10
Analysis of Accounts
14
Work Carried Out in 2015
31
Outlook for 2016
32
Compulsory Legal Provisions
32
Closing Remarks
34
CONSOLIDATED FINANCIAL STATEMENTS
35
Consolidated Balance Sheet
36
Consolidated Statement of Income
37
Consolidated Statement of Equity
38
Consolidated Statement of Cash Flows
39
Notes to the Consolidated Financial Statements
62
AUDIT REPORT
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 3
Rehabilitation and Redevelopment of Banco BPC Headquarters Building - Luanda
4 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
GOVERNING BODIES
Board of Directors Jorge Maurice Banet Nandin de Carvalho, Chairman António Manuel Rebocho Pessoa Vaz, Voting Member Carla Sofia Albuquerque da Silva Cascais, Voting Member João Paulo Tavares Carvalho, Voting Member Fernando José Mena Gravito, Voting Member Pedro Castro e Silva Palma e Santos, Voting Member Thomas François Hervé Spitaels, Voting Member Vitor Manuel Teixeira da Fonseca, Voting Member
General Meeting Board Thomas François Hervé Spitaels, Chairman Pedro Castro e Silva Palma e Santos, Secretary
Statutory Auditor Patrício, Moreira, Valente & Associados – SROC, Lda. represented by: - Joaquim Patrício da Silva, ROC no. 320 - José Carlos Nogueira Faria e Matos, ROC no. 1.034, Alternate
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 5
CORPORATE ORGANISATIONAL CHART
6 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
CONSOLIDATED MANAGEMENT REPORT
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 7
The year 2015 was marked by the decision of the TPF Group to acquire CENOR, a company similar to our own with which we have been collaborating and establishing partnerships for many years. INTRODUCTION
In 2014, we pointed out the year 2015 as very difficult for the TPF PLANEGE Group, due to real prospects of recession in key markets where we operate resulting from the breaking down of the crude oil price, particularly in Angola and Algeria. The behavior of these markets was very different in 2015, and while Angola saw an unprecedented recession in Algeria the activity continued within certain normality. In response to this problem, in which we assumed at the end of 2014 a lasting nature, we tried to explore other markets. Yet, the global economic apathy denied this task, and in fact in 2015 the turnover in new markets was very small. However, we can say that TPF Planege family will be increased in 2016 with a new branch in Equatorial Guinea (in which we hold 60% of the capital) and a branch in the UAE, particularly in Abu Dhabi. Those are markets that are certainly suffering from similar problems, but once overcome the crisis we will come out quite well positioned. The infrastructure market in which we operate, especially the water and transport is very difficult and competitive and to introduce our technology in areas already well endowed with these goods, particularly in Europe and North America is almost impossible without a strong investment and history of presence in these markets. As within the Group there are
8 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
similar companies to our TPF PLANEGE Group aimed to South America, our target markets are, in fact, the African and Asian. We intend to, in a very adverse global market, adopt a strategy for transfer of performance that we have had, especially in Angola to other markets either Africans or Asians. Within this line of conquest of new markets and capabilities we managed the Group to be endowed with one more Portuguese company with high prestige in the field of engineering, CENOR. This operation which will widen the horizons, particularly in the Asian region where we did not have any business, was that and everything else the fact that 2015’s most attractive, reducing virtually every other to mere episodes. However, in terms of consolidation we have to highlight the following facts: i) a slight drop in turnover, but an increase in overall profitability, with very good results at the EBITDA level, higher than the average of the industry; ii) part of this profitability was achieved in Angola recognizing their volatility; iii) non increase of the debt of companies in Angola in relation to other group companies, namely TPF Planege, it is confined, as far as possible, the crisis in Angola to TPF Angola.
HIGHLIGHTS 2015 30.82 million euros
6.28 million euros
Income recorded in 2015
EBITDA in 2015, showing an increase of around 45% compared to 2014
20%
89%
EBITDA/Total Revenue Ratio
Percentage of our turnover earned in Africa
42.14 million euros
29%
Work Portfolio at 31 December 2015
Percentage of Financial Autonomy
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 9
ANALYSIS OF ACCOUNTS
At the end of 2015, the TPF PLANEGE Group show a consolidated turnover of 26,082,235 euros and Net Income 4,182,859 euros. It is these two amounts that illustrate the year 2015. The reduction in turnover did not correspond to a reduction in profitability; on the contrary, net profit increased by 50% compared to 2014. In our view, this phenomenon is explained by three factors: a) The major downturn in our largest international market, Angola; b) Increased capacity to execute works by the TPF PLANEGE Group (reduction in subcontracting) and c) The depreciation of the euro.
Other Markets 2% Mozambican Market 7%
The geographical distribution of turnover is illustrated in the chart below. It should be noted that, although the particularly difficult conditions in Angola, the percentage of turnover in this market has remained constant. As in the previous year, around 89% of our business was done outside the domestic market, with the African market remaining particularly important. Throughout this year numerous efforts were made to expand into other international regions, with heavy investments being made in the Middle East and West Africa.
National Market 8%
European Market 1%
Angolan Market 64%
Algerian Market 18%
National Market European Market Angolan Market Algerian Market Mozambican Market
Geographical Distribution of Turnover (percent) | figure 1
10 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
Other Markets
ECONOMIC AND FINANCIAL DESCRIPTION Despite showing a slight decline, income continues to maintain a value above 30 million euros. 30.92
As can be seen by the main economic and financial indicators presented in the table below, the company continues to demonstrate excellent indicators, which generally imply higher profitability, autonomy and financial soundness compared with previous years. However, a deterioration in indicators relating to net debt and indebtedness should be noted. Even so, they appear to us to be at very positive and balanced levels, if we take into account the widely known adverse circumstances caused by the currency crisis in the Angolan market. We cannot fail to mention the historical values reached by the Profitability, Solvency and Financial Autonomy ratios. Note that all indicators this year are
30.82
24.69
13.70
2011
15.90
2012
2013
2014
2015
Changes in Revenue (in million euros) | figure 2
very good, almost all better than 2014, and are in particular highly satisfactory in terms of profitability and Group balance. It can also be noted that the ratio Net Debt/EBITDA remains negative.
Table of Economic and Financial Indicators | figure 3
Indicators
2011
2012
2013
2014
2015
Financial Autonomy
18%
23%
20%
23%
29%
232%
189%
157%
132%
161%
Solvency
22%
30%
25%
30%
41%
Return on Equity
22%
27%
26%
38%
42%
GVA / Total Revenue
57%
37%
39%
42%
46%
-2.3%
-0.8%
-0.4%
-0.3%
-0.5%
-2.8
-3.4
-3.6
-1.5
-0.1
11%
14%
10%
14%
20%
General Liquidity
Financial Results / Total Revenue Net Debt / EBITDA EBITDA / Total Revenue
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 11
PRODUCTIVITY AND EMPLOYMENT PRODUCTIVITY PER EMPLOYEE
156,447 euros There was a slight increase in the average number of employees in 2015, this increase naturally following the change in revenue. Although, the drop in overall productivity, internal productivity, (i.e. total turnover less subcontracts), reached 121,288 euros per employee, i.e. 10% higher than in 2014, which is also a good indicator.
INTERNAL PRODUCTIVITY PER EMPLOYEE
121,288 euros Development of Productivity
Evolution of Employment
(in euros per employee) | figure 5
(average number of employees at 30 June each year) | figure 4
167,135 185
145,235
197
170 137
2011
121,352 97,833
131
2012
156,447
2013
2014
12 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
2015
2011
2012
2013
2014
2015
MARKET TURNOVER
It is verified in 2015 a reduction in turnover in markets outside the headquarters of the national territory, about 92% of total services provided. This is due, on one hand to a slight increase in turnover in the domestic market of the headquarters, and on the other hand, a slight decrease of the turnover in the foreign market.
Trend in Turnover Outside the Country where the Headquarters are Located (% of Turnover) | figure 6
98%
96%
89%
92%
62%
As a result of efforts in previous years, and synergies established with other companies of the TPF Group, we manage to penetrate new markets beyond those where we are, particularly in Cameroon. We continue, however, with our efforts in the Middle East market, where we opened this year a new Branch.
2011
2012
2013
2014
2015
Breakdown of Turnover by Market (% of Turnover) | figure 7
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 13
We believe that, the stronger we are, the more likely we are to overcome the new challenges in international markets.
WORKS CARRIED OUT IN 2015
Some of the most significant works carried out in 2014 are listed below, grouped by specialism, specifically: Architecture, Urban Planning and Buildings, Environment and Water Resources, Agricultural and Urban Hydraulics and Transport. The TPF PLANEGE Group offers consultancy services in engineering and architecture covering virtually all areas of Urban Planning, Buildings and Infrastructure. Most of the design work, i.e. Studies and Projects, are carried out in Portugal, with local support from our permanent technicians in the countries where the projects are carried out. On the other hand, most of the Project Management and Inspection works are coordinated and carried out by technicians in the countries where the project is taking place, supported by the Group headquarters in Lisbon.
ARCHITECTURE, URBAN PLANNING AND BUILDINGS REHABILITATION AND REDEVELOPMENT OF BANCO BPC HEADQUARTERS BUILDING – LUANDA - ANGOLA The contract for the rehabilitation and redevelopment of the headquarters building of the Banco de Poupança e Crédito (BPC), with 21 floors located in the Luanda Bay area - began in 2014, with an awarded value of around € 50 million and a term of execution of 2 years - the value and term were heavily affected not only by the major redevelopment of the project but also due to the repercussions of the economic crisis in Angola.
14 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
Among the redevelopment studies prepared by TPF Planege focusing on the refurbishment of the facades and the optimisation and upgrading of building infrastructure, the adaptation of the initial project to future needs, as requested by BPC, is noteworthy, as it involved the redistribution of the programme, with particular emphasis on the areas for personalised customer service, the elimination of unnecessary areas and the inclusion of new facilities. Safety features deserved special attention, with
exterior stairways and an emergency water reserve for firefighting being created. To improve the operation of the building, a spacious underground technical area was created, in which the major equipment for water treatment, sewage systems and fuel tanks was housed. All electrical, telecommunications, access control, detection, air conditioning, water and sewage infrastructure was also the subject of a comprehensive review, ensuring compatibility between speciality fields. Of all the work performed, the scale of the structural reinforcement of the building deserves special mention (around 4 million euros). Technical solutions were presented to correct/eliminate the structural pathologies identified during a comprehensive inspection campaign carried out by TPF Planege under the reformulation of the project. The latest materials and repair techniques were incorporated into this chapter in order to offer increased structural durability for a minimum of 50 years of useful life of the building, including through the application of repair products, metal sheets and carbon fibre to reinforce beams and slabs of reinforced concrete.
HOSPITAL OF THE SAFETY HOUSE OF PRESIDENT OF THE REPUBLIC OF ANGOLA
THE
The Final Design of the main building of the Hospital of the Safety House of the President of the Republic, prepared by TPF Planege, involves a floor area of around 29,000 m² spread over 4 floors. The future Hospital is intended to be a benchmark in the area of Health in Angola, standing out due to the wide range of specialties and clinical services provided. In this regard, the fields of Robotic Surgery, Radiotherapy and Nuclear Medicine are of particular importance, with innovative equipment being provided in the country, including a micro-cyclotron for the production of radiopharmaceuticals. With a capacity of around 150 beds, of which 32 are dedicated to Intensive and Intermediate Care, the Hospital has 5 Operating Theatres, 2 Maternity Units, a Day Hospital, a Haemodialysis Centre, a training centre for Robotic Surgery and a Histocompatibility Laboratory, located in adjacent buildings. The project and inspection services have been an example of effective cooperation between TPF Planege and TPF Angola.
Rehabilitation and Redevelopment of Banco BPC Headquarters Building - Luanda EdifĂcio Sede do BPC em Luanda
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 15
Master Plan - Industrial Centres
INDUSTRIAL CENTRES - ANGOLA The Angolan Ministry of Industry, through its Industrial Development Centre Implementation Office (GPDI), has launched a programme to implement, at national level, a range of infrastructure to enable and promote the country's industrialisation process. As part of this strategic plan, and following previous contacts and technical advisory services provided to those entities, TPF Angola was invited to present a set of studies and projects, developed in partnership with the TPF Planege, aimed at creating a standard model for the Master Plan of these enterprises. The aim would then be to produce a multifunctional occupation prototype, very wide ranging in its market supply options but which, above all, allowed the standardisation of the basic solutions for these Industrial Parks, without neglecting some degree of flexibility in order to allow their adaptation to different deployment locations. Confirming the success of this previous cooperation, in 2015 new challenges were presented, this time
16 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
related to the adaptation of the aforementioned Master Plan to the cities of Soyo (Zaire Province), Malange (Malange Province), Porto Amboim (Kwanza Sul) Massangano (Kwanza Norte), Negaje (Uíge) and Caála (Huambo). These are 6 new Industrial Development Centres, which are to be progressively phased in according to criteria established in the Land Division Project prepared by the TPF Planege project team, which also drew up the general designs for Architecture, Foundations and Structures and Special Facilities of the main buildings to support phase 1 of implementation, specifically the Administrative Building, Fire Station and Entry Control. UNITED NATIONS INFORMATION CENTRE FOR PORTUGUESE-SPEAKING AFRICAN COUNTRIES (PALOP) - LUANDA - ANGOLA This contract comprises the construction of a building for the operation of the United Nations Information Centre for PALOP, located in Camama, Municipality of Belas, in Luanda. The building in question, which has a floor area of around 2,300 m², consists of 1 basement
Hospital of the Safety House of the President of the Republic of Angola
floor and 5 above ground level. It stands on a plot with an area of around 1,900 m². The contract works, the supervision of which is our responsibility, thus includes the execution of foundation works, a reinforced concrete structure and metal structure, finishes, technical installations and exterior fittings. The basic value of the contract is 22.5 million euros, with the work scheduled to be completed in late 2016.
corresponds to its 2nd phase of construction. This project, developed over an area of 76.15 hectares, comprises the construction of a centre with 5,000 traditional dwellings designed to accommodate around 30,000 inhabitants and also includes 2 infant schools (28 classrooms; 700 students), 1 primary school (24 classrooms; 1,080 students) and 1 secondary school (30 classrooms; 1,350 students).
CONSTRUCTION OF 5,000 DWELLINGS IN KILAMBA KIAXI - LUANDA - ANGOLA
All 5,000 apartments (Ground Floor + 4 floors; type T3) distributed over 188 buildings, involving a total of 575,000 m² of covered construction area, have been delivered in 2015.
The KK5000 project, located in a neighbourhood of Luanda, encompasses the centre of Kilamba Kiaxi, and New Kilamba Kiaxi Centre
With regard to infrastructure, the works include the implementation of 4 municipal roads totalling 5,194 m and secondary access roads to buildings, as well as the corresponding water supply systems, rainwater drainage and household sewage systems and electrical and telecommunication network infrastructure. The overall value of the project is around 540 million euros, and as of the end of 2015, around 98% had been physically completed, with only the wastewater pumping station to be finished. TPF Planege has been in charge of supervising the work since 2013. CONTRACT FOR THE CONSTRUCTION OF 4,000 DWELLINGS IN CAPARI - LUANDA - ANGOLA
United Nations Information Centre for the PALOP
The Housing Project - Capari is located in Bengo Province, around 25 km northeast of Luanda. It stands on an area of land of approximately 90.5 hectares and comprises the execution of 219 dwellings, making a total of 3,504 apartments and a total floor area of around 300,000 m², also including buildings for commerce and services. By late 2015, 496 apartments had been delivered.
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 17
With regard to infrastructure, the works to be carried out include the implementation of roads (17 km), a residual drainage system (11 km), a rainwater drainage system (16 km), a water and firefighting supply system (26 km), an electricity network and lighting. The contract does not include a Medium Voltage Network, specifically cables and transformers. It is estimated that this Centre will be able to accommodate a population of around 24,000 inhabitants.
Hotel/School of the Trade Institute of Maputo
The basic value of the contract is 80 million euros. The apartments not yet completed will be delivered by May 2016. HOTEL/SCHOOL OF THE TRADE INSTITUTE OF MAPUTO - MOZAMBIQUE COREP-PIREP, a public institution belonging to the Ministry of Science and Technology, Higher and Technical-Professional Education, launched a tender for a Hotel/School in the grounds of the Trade Institute of Maputo.
will serve both the Institute and the Hotel/School. The project further envisages the rehabilitation of the surrounding wall, the rehabilitation of blocks 1A, 1B, the Amphitheatre and the landscaping of the grounds.
This work is funded by the Education Sector Support Fund, part of the continuous improvement of educational institutions, and aims to provide professional schools with infrastructure to enable them to conduct training in a professional environment.
The work began in June 2015 and is expected to be completed in mid-2016, with our company being responsible for construction work supervision services.
The Hotel/School consists of three floors, with a restaurant on the ground floor and the remaining floors dedicated to a hotel, covering a total area of 375.80 m². Also as part of this initiative, a lavatory building to support the hotel/school and the gym is planned, as well as playing fields and an increase in the capacity (45 cars) of the existing car park, which
SONAE SIERRA entrusted to us the supervision of partial intervention works at Colombo Shopping Centre in Lisbon.
COLOMBO SHOPPING CENTRE - LISBON - PORTUGAL
This provision of services, which began in June 2015 and is expected to last 12 months, consists of the alteration of small and large stores (such as Worten, H&M, SportZone, AKI), new vertical accesses, the New Capari Centre
New Kilamba Kiaxi Centre
18 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
Lisbon International Airport - Terminal 2
dismantling and setting up of new air-conditioning and air treatment technical plants, changes to shopping areas, car parks and service and technical corridors adjacent to the stores that are the subject of the services. LISBON INTERNATIONAL AIRPORT – TERMINAL 1 SHOPPING AND SERVICE AREAS AND RELOCATION OF THE SECURITY AREA AND EXTENSION OF TERMINAL 2 - PORTUGAL During the year 2015 work from the previous year continued and work on new contracts began at Lisbon International Airport, under the responsibility of ANA – Aeroportos de Portugal. The works, which extend into 2016, relate to the redesign of the shopping and service areas in Terminal 1 and the construction of the airport police station. They also cover work to relocate the security area on the basement floor and the extension of the ground floor in Terminal 2. The value of the works amounts to approximately 13.75 million euros.
Lisbon International Airport - Terminal 1
NEW HANGAR FOR PAINTING AIRCRAFT AT OGMA – INDÚSTRIA AERONÁUTICA DE PORTUGAL Also during 2015, TPF Planege again strengthened its portfolio in the industry sector with the award of tender for the project and supervision of a contract for building a hangar for painting civil and military aircraft, both small and large, on the premises of OGMA in Alverca. The hangar was deployed on foundation piles, has a floor area of 3,900 m² and is notable for being a modern and unique investment on the Iberian Peninsula which will enable two aircraft to be painted simultaneously, if necessary. The work, expected to last 11 months and undertaken in Consortium, will extend into 2016 with the supervision and coordination of the occupational health and safety for the construction work. The value of the works amounts to approximately 8 million euros.
Colombo Shopping Centre
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 19
Zambezi Valley Special Spatial Development Plan
ENVIRONMENT AND WATER RESOURCES ZAMBEZI VALLEY SPECIAL SPATIAL DEVELOPMENT PLAN - MOZAMBIQUE This Project aims to develop the Zambezi Valley Special Spatial Development Plan, covering an area of around 220,000 km², 30% of the territory of the country, divided into three Provinces. This work will be carried out in linked and sequential stages, based on a complex methodology and dependent on an intensive process of dialogue with the Mozambican Government, at Central, Provincial and District level, and various economic agents, in addition to the wider society. That dialogue does not stem only from the technical and scientific approach inherent to counterpart processes, it follows the national legal rules that advocate public hearings and consultations, as well as the political validation of options in dedicated forums. The preparation of the Zambezi Valley Special Spatial Development Plan involves the development of a wide range of intermediate
20 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
products: (i) in-depth description of the entire region and diagnosis of its dynamics and problems, (ii) construction of a multi-sectoral agenda, which harmonises objectives and priorities in the areas of governance as well as a prospective exercise involving the development of scenarios, (iii) strategic environmental assessment and production of development monitoring indicators, (iv) monographs offering a biophysical and socioeconomic description of each of the 21 Districts covered and (v) a model to support decision making based on an online platform, where a WebGIS is hosted, as well as all Project documents for access by the public and Mozambican Government agents, with various levels of clearance. The Plan should establish legal rules that are binding on public and private entities, and is expected to be available for submission to Parliament in mid-2016.
ENVIRONMENTAL MONITORING OF WIND FARMS PORTUGAL During 2015, the environmental monitoring of wind farms continued to be a significant activity involving a continuation of the implementation of monitoring programmes initiated in previous years for various entities such as the Arada Wind Farm, Vento Minho, Fraga Wind Farm, Velão Wind Farm and Coutada Wind Farm. New monitoring contracts were concluded covering the avifauna, bats, flora and vegetation of the S. Pedro, Arada/Montemuro and Alto Minho I wind farms, and it is expected that this type of intervention will continue until 2018. ENVIRONMENTAL MONITORING HYDROELECTRIC DEVELOPMENT AT FOZ TUA - PORTUGAL TPF Planege continues to participate in the environmental monitoring of the Foz Tua Hydroelectric Installation, under the responsibility of
EDP, with the work involving the implementation and execution of Monitoring Programmes for the Hydromineral Systems at Caldas de Carlão and São Lourenço covering noise, land use and planning within the context of the National Programme for Dams with High Hydro-Electric Power Potential. The service includes the analysis of the results of several biodiversity, heritage and sediment transport, climate, air quality and socioeconomic studies. The work is expected to be completed in late 2016. MINING AREAS OF PRADO VELHO, FORTE VELHO AND THE FORMER BARRACÃO FACTORY PORTUGAL EDM-Empresa de Desenvolvimento Mineiro entrusted to TPF Planege the supervision of an environmental remediation contract covering the mines of Prado Velho, Forte Velho and the former Barracão Factory, in the Guarda region. This provision of services, scheduled to last 10 months, aims to recover the former uranium mining areas through the demolition and removal of debris from old buildings and industrial facilities, the removal of contaminated materials to confined storage, the execution of an underground drainage system to carry contaminated water to a mining water treatment plant, cleaning, the removal of underlying soil and landscape recovery. The aforementioned intervention focused on the environmental recovery of degraded areas, thus minimising the threat to public health and the environment, returning lost areas to local populations. Environmental Remediation of Mining Areas
Environmental Monitoring of Wind Farms
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 21
Rehabilitation of Irrigation Perimeters, Maga & Logone and Mayo Vrick Levees
AGRICULTURAL AND URBAN HYDRAULICS REHABILITATION OF IRRIGATION PERIMETERS, MAGA & LOGONE AND MAYO VRICK LEVEES CAMEROON Under the Emergency Flood Relief Project in Cameroon, the Government of Cameroon awarded a tender to the TPF Setico Ingénierie/TPF Planege Consortium for the supervision of rehabilitation works on irrigation perimeters at Maga & Logone and Mayo Vrick levees. The Project aims to rehabilitate the main flood control water works and enhance disaster prevention in the area, including the rehabilitation of the Maga dam, the construction of a new floodway at the Maga levee, rehabilitation of the Logone levee over 70 km and the rehabilitation of the irrigation infrastructure of the irrigation perimeters over a 7,500 hectare area. With an estimated duration of 27 months, this contract is financed by the International Development Association (IDA), which is the World Bank agency
22 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
that provides interest-free loans and grants to less developed countries. The Project will contribute not only to the security of the population, but will also be key to agricultural development in the region. BLOCK IV OF THE SORRAIA IRRIGATION WORKS PORTUGAL The completion of a Preliminary Study for the Modernisation of Block IV of the Hydroagricultural Development of the Vale do Sorraia Irrigation Works for the respective Association of Irrigators and Beneficiaries, which took place in the first half of 2015. Block IV covers an area of approximately 1,000 hectares, served by a pressurised irrigation system with around 20 km of piping with diameters of up to 1,200 mm, fed by a pumping station with a power capacity of 1,770 kW, a nominal flow of 2.1 m³/s and a dynamic head of 60 m. The study also included the design of a monitoring, automation and remote
Maputo Priority Drainage Works
Block IV of the Sorraia Irrigation Works
management system, as well as a 9-km-long agricultural road network.
BOA VISTA ISLAND MASTER PLAN FOR WATER SUPPLY AND SANITATION - CAPE VERDE
SANTIAGO ISLAND MASTER PLAN FOR WATER SUPPLY AND SANITATION - CAPE VERDE
The Government of Cape Verde, through the Luxembourg Agency for Cooperation and Development (LUX-Development), awarded us a tender for the Boa Vista Island Master Plan for Water Supply and Sanitation and respective Strategic Environmental and Social Assessment, which has essentially the same objectives as the Santiago Island Master Plan. In this case, studies began in November 2015, and are scheduled for completion in mid-2016.
The main aim of the Santiago Island Master Plan for Water Supply and Sanitation and respective Strategic Environmental and Social Assessment is to develop a plan for the integrated management of water resources on the island, with special attention being paid to the role of new projects for the mobilisation of raw water from the desalination of sea water and the storage of surface water. The Strategic Environmental and Social Assessment aims not only to ensure that the issues of environmental, social and gender sustainability are properly considered in the decision-making process under the Plan, but also to identify guidelines to support the implementation thereof, so as to enhance the benefits over a 25-year study time frame. Begun in December 2014, the studies are scheduled for completion in mid-2016.
MAPUTO PRIORITY MOZAMBIQUE
DRAINAGE
WORKS
-
The “Maputo Priority Drainage Works� Project forms part of a wider Programme of measures for mitigating and adapting to climate change. According to the United Nations, Mozambique is the 5th African country most affected by global climate change, which in itself would justify heavy investment by the World Bank.
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 23
Maputo has undergone growing urbanisation characterised by somewhat deficient physical planning, vast impermeable areas, which, together with increasingly frequent and severe heavy rainfall in short and medium downpours, have become critical factors and generated recurring floods. The areas in which they occur are known and result in significant economic costs in terms of property and infrastructure, in addition to causing major disruption to normal population dynamics. This Project began with a Feasibility Study concerning a set of stormwater drainage works to protect some critical areas. An Environmental Impact Study was produced, with an engineering solution being adapted that managed to avoid the need for the demolition of existing buildings, which otherwise would have required a Resettlement Plan for the affected populations. The Final Design of the works to be undertaken has been completed, including the tender documents for the selection of a contractor, and it is expected that the contractor will be chosen at the end of the 1st half of 2016. The relevant works are expected to take up to 18
months, under the supervision of a Consortium led by TPF Planege, and are expected to begin in the last quarter of 2016. WATER SYSTEMS AND RESIDENTIAL CONNECTIONS - UÍGE - ANGOLA The project called “VERIFICATION OF THE PROJECT AND SUPERVISION OF WATER SYSTEM WORKS AND RESIDENTIAL CONNECTIONS OF UÍGE” has been underway since April 2013, and is expected to be completed in September 2016. The execution of this work is due to the need to replace existing systems, which are totally inoperative, supply districts still without water and complement the unfinished city centre system. In total, it provides for the execution of 160 km of HDPE pipes in diameters ranging from 63 mm to 630 mm and the supply of 9,400 Residential Connections and Garden Taps, which will serve the population of the old town and 11 suburbs. The final value of the contract will be around 7.5 million euros, with the project being financed by the World Bank.
Water Systems and Residential Connections of Uíge
24 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
Beni Mansour-Bejaia Railway Line
TRANSPORT INFRASTRUCTURES RAILWAY ALGERIA
MANAGEMENT
AND
SUPERVISION
-
Working in this area in Algeria since 2008 with a contract for the supervision and coordination of renovation work on the Annaba-Ramdane Djamel line, in the intervening years TPF Planege has created a solid image of technical expertise and cooperation within the ANESRIF, being entrusted with successive contracts. Currently present in the execution of four major rail projects totalling around 700 km, TPF Planege recently found recognition of its competence with the award of a new contract for the supervision and coordination of the construction of a new high speed railway line to the Moroccan border, as part of a consortium with Getinsa-Payma, another company belonging to the TPF group. This line, which runs for around 66 km, forms part of a new rail link project from the district of Oran, which will allow trains to travel at a speed of 220 km/h in an area that is particularly difficult due to its topography.
RAILWAY STUDIES AND DESIGNS - ALGERIA With effect from 2013, operations in the railway sector were also extended to the area of design, with the development of three final designs for new railway lines for COSIDER (in consortium), one of the major state-owned public works enterprises. The Ksar El Boukhari-Boughzoul and Boughzoul-Djelfa lines, with a total length of 180 km, form part of the South/East connection project, which will offer rail access for people and goods to inland areas of the country. The project to renovate and duplicate the Beni Mansour-Bejaia line over a distance of 87 km will allow passenger trains to travel at 180 km/h and freight trains at 100 km/h, and will be one of the key factors in the development of the port of Bejaia. This study is developed under particularly demanding conditions and the phasing of construction is complex, given that rail traffic will not be interrupted during the execution of the work.
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 25
Annaba-Ramdane Djamel Railway Line
HIGHWAY PROJECT REVIEW - OUTER RING ROAD OF ALGIERS - ALGERIA This contract comprises the provision of verification/validation services for the final design (“good for construction”) of the 4th outer Ring Road of Algiers over a distance of 33 km. Services include the validation of all quality assurance procedures and verification of the calculation criteria and technical content of around 4,000 plans and technical specifications produced by the design office and the preparation of the work of Condotte SpA, in its capacity as company in charge of the detailed design and general contractor of this work. The high rate of production of the plans for the work, and the number and geographical diversity of the actors, obliged us to implement a computerised
Annaba-Ramdane Djamel Railway Line
control system for monitoring and sharing documents, and the respective security protocols for approving and issuing requests for amendment, which required some sophistication. REHABILITATION OF THE NATIONAL HIGHWAY N260 BETWEEN CHIMOIO – SUSSUNDENGA – ESPUNGABERA IN MANICA PROVINCE MOZAMBIQUE Begun in September 2011, the Rehabilitation of the National Highway N260 was inaugurated on 24 July 2015 by His Excellency the President of the Republic, Filipe Nyusi. The N260 highway is located in Manica Province, starting in Chimoio and passing through the villages of Sussendenga, Dombe, Goi-Goi, Dacata and ending in Espungabera, on the border between Mozambique
Relizanne- Tiaret- Tissemsilt Railway Line
26 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
National Highway N260 - Chimoio - Espungabera
Integrated Infrastructure of Viana
National Highway N260 - Chimoio - Espungabera
work had been completed. TPF Planege supports TPF Angola in the monitoring services provided to the customer. EN/ER 218 - BRIDGE OVER THE RIVER MAÇÃS AND APPROACHES - PORTUGAL
and Zimbabwe, having a total length of 230 km. The servicing involved carrying out earthworks on the existing 6.0-m-wide road rehabilitated for a highway with a two-way platform, with lined carriageways and verges, an established design speed of 80 km/h and an overall width of 9.4 m. CONSTRUCTION OF INTEGRATED INFRASTRUCTURE OF VIANA (PHASE 1) - LUANDA - ANGOLA The project for the construction of Infrastructure of Viana (Phase 1) comprises a set of works to upgrade an urban area of Viana, and envisages the construction of roads, landscaping, signage, water supply, waste water drainage, storm water drainage and electricity/telecommunications infrastructure. The project includes the construction of around 15 kilometres of roads, 70,000 m² of footways, an 8,300 m water supply system, a 14,400 m rainwater drainage system and a 10,200 m waste water system. The basic value of the contract is 40 million US dollars, and as of late December 2015, around 83% of the
In 2015 a Road Study of the Approaches to the new bridge over the River Maçãs was begun for IPInfrastruturas de Portugal SA. This connection is a bypass of the EN 218 main road, which connects Miranda do Douro and Bragança over a distance of around 3.0 km and crosses the River Maçãs Valley, which is characterised by being very deep and recessed. This topography forced much of the route to be developed using special engineering structures, specifically a Bridge and a Viaduct with lengths of 850 m and 230 m, respectively. The road and structural studies were accompanied by a Traffic Study and an Environmental Impact Study, under which an extensive survey was carried out of environmental constraints to the implementation of the project in what is a very sensitive area from an environmental standpoint. The bridge planned for crossing the River Maçãs has a maximum span of 180 m and a maximum pillar height of around 130 m. The project will be completed in 2016. SANTA APOLÓNIA CRUISE SHIP QUAYS - LISBON PORTUGAL In 2015 TPF Planege again strengthened its portfolio in the sector of maritime works through the award, by the APL – Lisbon Port Authority, of the supervision of
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 27
a contract for the rehabilitation of Santa Apolónia cruise ship quays. This obviously involved the rehabilitation of the old quays and not the newly built extension, which was also supervised by our company in 2011. The purpose of this provision of services, scheduled to last 15 months, is the structural rehabilitation of the entire quay, as well as the replacement of the guardrails, chains and rings needed for the docking of cruise ships. A1 MOTORWAY, STRYKOW-TUSZYN SECTION POLAND In association with TPF Sp zoo, TPF Planege won a Management Contract for the design and construction of the A1 Motorway, STRYKÓW-TUSZYN section, including monitoring of the project and execution of the works. In Poland, the A1 motorway runs from Gdansk - Torun - Lodz - Czestochowa - Katowice - to the southern border with the Czech Republic in Gorzyczki. The A1 and A2 motorways will provide a basic road system,
Highway A1 Strykow-Tuszyn Section
28 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
consolidating the development opportunities for the Lodz region specified in the approved Spatial Development Plans. This 41.1-km section is located in the province of Lodz, in the districts of Zgierz, Lodz East. The construction of the motorway will positively affect the environment by removing some of the traffic from existing main and secondary roads and removing heavy traffic from residential areas. The project was divided into 3 contracts and the Consortium oversaw the transfer of the works to contractors by 2015. The expected deadline for final completion of the project is July 2016. MODERNISATION OF RAILWAY LINE NO. 18 KUTNOPILA - POLAND The aim of the project is to modernise the technical conditions of the 247-km electrified double-track line located in the region of Lodz Kujawy-Pomerania and Wielkopolska, enabling the original operating parameters to be restored. More precisely, it involves improving the technical
Highway A1 Strykow-Tuszyn Section
Modernisation of Railway Line no. 18 Kutno-Pila
conditions of the line connection, over a distance of 50 km, from the cities of Bydgoszcz and Torun (part of the Metropolitan Area of Bydgoszcz-Torun), which will benefit the efficiency of rail transport in this section with the elimination of speed limits resulting from the poor state of repair of the infrastructure. The modernisation will not only allow passenger trains to travel at 120 km/h and freight trains at 100 km/h, but it will also ensure users a high level of reliability and comfort, while extending the service life of the network. It should be noted that improving the quality of the line connection is an important element of integration in urban transport. Our technicians have been managing and administrating the project and construction contract (under FIDIC conditions) during 2015. REHABILITATION PROJECT AND EXECUTION OF WORKS -11 STREETS IN BUCHAREST - ROMANIA The scope of the services involves the verification and approval of the technical Project and execution of
works on the Road system and rainwater drainage system for 11 streets in several areas in the city of Bucharest. The project is in the 5th year of implementation. ORADEA AIRPORT EXTENSION AND MODERNISATION OF AIRPORT RUNWAY - ROMANIA Started in October 2014, the execution works ended in 2015, with the landing on 23 November of the first aircraft. A new 2,100-m runway was created by extending the existing one (1,800 m) 150 m to the north and 150 m to the south, and rehabilitating the entire pavement surface. Additionally, 2 new runways were executed, a new boarding platform measuring 266 m x 118.5 m (with lighting system) to park 6 planes, as well as a new lighting beacon, power substation, sewerage system and other support facilities. TECHNICAL ASSISTANCE AND SUPERVISION OF THE SINAIA SETTLEMENT, JUDETUL PRAHOVA ROMANIA The Extension and Rehabilitation of the Water Supply and Sewerage System in Prahova is a Project funded by the European Union Cohesion Fund and cofinanced by the Romanian Government and local funds, with the beneficiary of the work being SC Hidro Prahova SA. The works are divided into 2 Service Contracts (Technical Assistance for the design, management and supervision of the Works) and 9 works contracts.
Highway A1 Strykow-Tuszyn Section
The CS2 “Technical Assistance and Supervision of the Sinaia Settlement, Prahova” Contract for Services has
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 29
three components, namely the Project, which involves updating the existing Feasibility Study and technical documentation in order to obtain the Planning Certificate, Notices and Construction Permit, preparation of the Technical Design and execution details; The Management component, which involves the preparation of the acquisition data sheet and requirements specification, ensuring the support of theContracting Authority; and the Supervision component, which entails the supervision of implementation of the works under the CL4 “Extension of the Sewerage and Sewer System in
Azuga, Busteni, Sinaia in Prahova” contract. The CL4 Work Contract includes works to extend the existing 26.585-kilometre-long wastewater collection system in Azuga, Buşteni (including Poiana Tapului) and Sinaia, the hydraulic rehabilitation of the existing 4.716-km-long sewers in Azuga, Busteni and Sinaia (modernisation of pipelines with a diameter of DN 250 to DN 1000) and 15 new pumping stations for Azuga, Buşteni and Sinaia with a new 4.050-km-long discharge pipeline.
Rehabilitation of 11 Streets in Bucharest
Technical Assistance and Supervision of Sinaia Settlement, Judetul
Extension and Modernisation of Oradea Airport Runway
30 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
On 1 January 2017, TPF PLANEGE CENOR will be created, boasting around 350 employees and operating in Portugal and more than a dozen other markets. OUTLOOK FOR 2016
For the TPF PLANEGE Group the year 2016 will be very interesting. First, because the two main Group companies that more invoice, will merge in date yet to be determined, but most likely near the end of 2016. This merger will enable the new Group TPF PLANEGE CENOR to start in 2017 as a unique identity, with a billing capacity in the order of 40 million euros in engineering consulting and architecture, with about 350 employees, with a dimension of an international level, being very probably the highest at Portugal standard. In the following figure are shown, a perspective of the organization of the merged group contemplating the main companies and branches in several countries.
The year 2016 will thus be fully dedicated to provide, operate and make profitable this new company, a little long name, but for respect and honor to its founders will maintain, even at this stage, the PLANEGE and CENOR names, companies curiously established in the same year 1980. Within the TPF Group, to which we belong since 2001, the Portuguese company is recognized as the best in modernity, technical and financial performance. This will be our plan ever: to present the best solutions to our customer's problems, and satisfaction of our employees and shareholders
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 31
COMPULSORY LEGAL PROVISIONS
In compliance with the required legal provisions, please note that as of 31 December 2015, there were no taxes payable to the State or Social Security payable.
CLOSING REMARKS
The Board of Directors wishes to thank the effort and dedication of all employees of the Company, the loyalty of its Customers and Suppliers, and the support from official bodies and banks, as well as the Board of the Shareholders General Meeting and the Statutory Auditor.
Lisbon, 31 March 2016
32 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
THE BOARD OF DIRECTORS
Jorge Maurice Banet Nandin de Carvalho, Chairman
António Manuel Rebocho Pessoa Vaz, Voting Member
Carla Sofia Albuquerque da Silva Cascais, Voting Member
João Paulo Tavares Carvalho, Voting Member
Fernando José Mena Gravito, Voting Member
Pedro Castro e Silva Palma e Santos, Voting Member
Thomas François Hervé Spitaels, Voting Member
Vitor Manuel Teixeira da Fonseca, Voting Member
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 33
FINANCIAL STATEMENTS 2015
34 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
CONSOLIDATED BALANCE SHEET Currency: Euros
Headings
Notes
31/12/2015
31/12/2014
ASSETS: Non current assets: Fixed tangible assets Goodwill Intangible assets Financial assets - other method Other financial assets Deferred tax assets Current assets: Customers Advances received on contracts in progress State and other public bodies Shareholders/partners Other amounts receivable Deferments Other financial assets Cash and bank
5 6 7 9 10 11
12 13 14 15 16 17 4
Total assets
251,054 245,528 111,330 40,582 7,855 41,278
460,429 224,279 56,109 32,222 2,250 23,893
697,627
799,183
19,972,243 22,436 808,744 2,464,419 471,300 2,211,622 7,462,683
16,769,250 169,257 585,832 1,931,121 1,450,048 754,812 1,809 8,192,747
33,413,446
29,854,876
34,111,073
30,654,058
1,524,600 443,263 123,187 3,836,585 (271,482) 4,168,497 17,593
1,524,600 301,366 118,268 2,368,273 19,831 2,652,174 5,431
9,842,242
6,989,943
313,565 2,486,108 25,233 631,935
190,000 260,564 25,233 531,777
3,456,841
1,007,574
4,786,169 1,320,970 1,253,577 4,469,523 5,578,281 3,403,470
4,229,300 1,771,519 1,052,027 1,238,714 4,268,743 10,096,238
20,811,990
22,656,541
24,268,831 34,111,073
23,664,115 30,654,058
EQUITY: Capital Legal reserves Other reserves Retained earnings Other variations in equity Net profit for the period Carrying amount
18 19 20
Net profit for the period LIABILITIES: Non current liabilities: Provisions Loans Deferred tax liabilities Advances received on contracts in progress Current liabilities: Suppliers Advances received on contracts in progress State and other public bodies Loans Other amounts payable Deferments
Total Liabilities Total Equity and Liabilities
THE CHIEF ACCOUNTANT
33 22 23
21 23 13 22 24 16
THE BOARD OF DIRECTORS
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 35
CONSOLIDATED STATEMENT OF INCOME
Currency: Euros Income and Losses
Turnover Profits/Loss by subsidiaries, associates and associated companies Subcontracts Services and other goods Personnel expenses Imparity of receivables (losses/reversals) Provisions (increase/reductions) Impairment of depreciable/amortizable investments (losses/reversals) Increases/reductions in correct value Other income Other losses
Notes 25 26 26 27 12 33 30 17 28 29
Result before depreciation, loans and taxes (EBITDA) Expenses/reversals of depreciation and amortization
5.7
Operating result (before loans and taxes (EBIT) Interest and similar expenses
31
Result before tax (EBT) Income for the period
32
Net profit for the period Minority interests Shareholders of the parent company
THE CHIEF ACCOUNTANT
36 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
34
31/12/2015
31/12/2014
26,082,235 (6,926,360) (5,104,895) (7,305,417) (635,190) (123,565) (86,123) 883 4,739,206 (4,359,269)
28,716,169 2,723 (10,426,765) (5,308,419) (7,759,620) (507,806) (190,000) (106,413) (3,796) 2,199,807 (2,288,091)
6,281,505
4,327,789
(249,459)
(283,372)
6,032,046
4,044,417
(138,972)
(81,122)
5,893,074
3,963,295
(1,710,214)
(1,308,070)
4,182,859
2,655,224
(14,363)
(3,050)
4,168,497
2,652,174
THE BOARD OF DIRECTORS
CONSOLIDATED STATEMENT OF EQUITY Consolidated Accounts
Currency: Euros Headings
Notes
POSITION ON 01-01-2014
1
Paid-up Capital
Legal reserves
Other reserves
Result carried over
Adjustment in assets
Net profit for period
Minority Interests
Total
Total equity
1,524,600
233,868
2,280
2,002,890
(17,521)
1,314,379
5,060,496
27,546
5,088,042
-
-
-
-
-
115,987
19,402
37,353
-
172,742
-
172,742
-
-
115,987
19,402
37,353
ALTERATIONS IN THE PERIOD Differences in conversion of financial statements Other changes recognized in equity 2 NET PROFIT FOR PERIOD TOTAL PROFIT
-
172,742
-
172,742
3
2,652,174
2,652,174
3,050
2,655,224
4=2+3
2,652,174
2,824,916
3,050
2,827,966
(25,165) (25,165)
(900,900) (25,165) (926,065)
5,431
6,989,943
OPERATIONS WITH SHAREHOLDER CAPITAL FOR THE PERIOD Capital increases Distributions Other Operations
POSITION AT THE END OF 31-12-2014
-
67,498
-
345,981
-
(1,314,379)
5
-
67,498
-
345,981
-
(1,314,379)
(900,900) (900,900)
6=1+2+3+5
1,524,600
301,366
118,267
2,368,273
19,832
2,652,174
6,984,512
Currency: Euros
Headings
Notes
POSITION ON 01-01-2015
6
Paid-up Capital
Legal reserves
Other reserves
Result carried over
Adjustment in assets
Net profit for period
Minority Interests
Total
Total equity
1,524,600
301,366
118,267
2,368,273
19,832
2,652,174
6,984,512
5,431
6,989,943
-
-
-
-
-
4,919
66,835
(291,314)
-
(219,560)
-
(219,560)
-
-
4,919
66,835
(291,314)
-
(219,560)
-
(219,560)
8
4,168,497
4,168,497
14,363
4,182,859
9=7+8
4,168,497
3,948,937
14,363
3,963,300
-
(2,652,174)
(1,108,800) -
(2,201)
(1,108,800) (2,201)
ALTERATIONS IN THE PERIOD Differences in conversion of financial statements Other changes recognized in equity 7 NET PROFIT FOR PERIOD TOTAL PROFIT OPERATIONS WITH SHAREHOLDER CAPITAL FOR THE PERIOD Distributions Other Operations
POSITION AT THE END OF 31-12-2015
-
141,897
1,401,477
10
-
141,897
-
1,401,477
-
(2,652,174)
(1,108,800)
(2,201)
(1,111,001)
11=6+7+8+10
1,524,600
443,263
123,186
3,836,585
(271,482)
4,168,497
9,824,649
17,593
9,842,242
THE CHIEF ACCOUNTANT
THE BOARD OF DIRECTORS
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 37
CONSOLIDATED STATEMENT OF CASH FLOWS Currency: Euros Headings
Notes
Cash flows for operational activities - direct method Customer receipts Payments to suppliers Payments to employees
31/12/2015
31/12/2014
21,898,564
21,599,762
(11,327,565) (7,305,417)
(13,523,889) (7,759,620)
Cash generated by operations
3,265,582 (1,710,214) (5,777,802)
316,253 (661,475) 1,721,313
Cash flows of operational activities (1)
(4,222,434)
1,376,091
27,279 (229,956) (2,222,895) (221,761)
(202,270) (8,506) (4,520)
(2,647,332)
(215,296)
5,456,353 1,931,121
535,584 147,577
(138,972) (1,108,800) 6,139,702
(1,931,121) (145,627) (900,900) (2,294,488)
(730,064) 8,192,747 7,462,683
(1,133,693) (436,116) 9,762,555 8,192,747
Payments/receipts of income tax Other receipts/payments
Cashflow from investment activities Payments relating to: Fixed tangible assets Intangible assets Investments Other assets Receipts from Fixed tangible assets Interest and similar income Cashflow from investment activities (2) Cash flows from financing activities Receipts from: Receipts from loans Other financial investments Payments to: Loans Interest and similar expenses Dividends Cashflow from investment activities (3) Cash variation and equivalents (1+2+3) Effect of exchange rate variation Cash and equivalents at the start of the period Cash and equivalents at period end
THE CHIEF ACCOUNTANT
38 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
4 4
THE BOARD OF DIRECTORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2015 -
1.
INTRODUCTORY NOTE
TPF Planege – Consultores de Engenharia e Gestão, SA is a limited company, incorporated on 07 March 1980, having registered offices at Rua Laura Alves, 12 – 8 andar, in Lisbon, its main activities being the provision of services in the fields of engineering and architecture and the management of projects and undertakings, namely: a) studies, projects, consultancy, audits and technical assistance; b) technical direction, management, coordination, supervision and inspection of works; c) review of architectural and engineering projects; d) management, operation and maintenance of systems and installations; e) general quality management of construction projects; f) geographic information systems, urban and rural registries and agricultural and forestry inventories; g) safety audits; h) the preparation of regional and sectoral development plans; i) health and safety coordination in projects and works; j) vocational training; k) technical assistance and turnkey projects in the industrial area; l) development of social, economic, financial and management studies; m) preparation of development studies and projects and analysis of undertakings; n) environmental studies, monitoring, management and assessment; o) accreditation, certification and validation of processes and equipment. Positioned within an international consultancy group headquartered in Belgium, called TPF, since January 2002.
2.
ACCOUNTING FRAMEWORK FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
a) Accounting Framework The consolidated financial statements of TPF Planege, SA, as presented herein, reflect the results of operations and the financial position of all subsidiaries for the years ended 31 December 2015 and 2014. Pursuant to Article 6 of Decree-Law 158/2009, of 13 July, in 2009 the consolidated financial statements of the Group were prepared in accordance with the framework of the National Accounts System (SNC), which includes Accounting and Financial Reporting Standards (NCRF) adapted by the Accounting Standards Board (CNC) from the International Financial Reporting Standards (IFRS), formerly known as International Accounting Standards (IAS), as issued by the International Accounting Standards Board (IASB) and adopted by the European Union (EU). The consolidated financial statements are presented in euros, as this is the primary currency of the Group's operations. In preparing the consolidated financial statements in accordance with the SNC, the Board of Directors adopted certain assumptions and estimates that affect the reported assets and liabilities, as well as income and expenses incurred in relation to the reporting period. The estimates and assumptions made by the Board of Directors were determined based on the best knowledge of events and transactions in progress at the date of approval of the financial statements.
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 39
b) Basis of Consolidation The consolidated financial statements presented herein reflect the assets, liabilities and results of TPF Planege, SA and its subsidiaries. TPF Planege, SA has fully consolidated the financial statements of all subsidiaries. Control is deemed to exist where the Group owns, directly or indirectly, a majority of General Meeting voting rights of the subsidiary, or has the power to govern the respective financial and operating policies. Third party interests in equity and net income of the consolidated companies are presented separately in the Consolidated Balance Sheet and Consolidated Statement of Income, under the caption “Minority interests”. The assets, liabilities and contingent liabilities of a subsidiary are measured at their respective fair value. Any excess of acquisition cost over fair value of identifiable net assets is recorded as goodwill. The interests of minority shareholders are presented by the respective proportion of fair value of the assets and liabilities identified. Transactions and balances between subsidiaries are eliminated on consolidation. Capital gains arising from transactions between Group companies are also eliminated.
c) Consolidation Perimeter And Method The following table shows the companies included in the perimeter, as well as the consolidation method used for each one. Company Name TPF Planege - Consultores de Engenharia e Gestão, SA Cerelinex, Lda TPF Angola, Lda TPF Moçambique TPF Romania
3.
Consolidation Method Parent Company Full Consolidation Method Full Consolidation Method Full Consolidation Method Full Consolidation Method
SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted by the Company in the preparation of the consolidated financial statements are as follow:
40 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
a) Basis of Presentation The attached financial statements have been prepared in accordance with the following presentation criteria:
i. Going Concern Principle Under the assumption of the business as a going concern, the Company evaluated the available information and its expectations for the future, taking into account the firm’s capacity to continue trading. Such evaluation showed that the business is in a position to continue trading, and is assumed to be a going concern.
ii. Accruals In accordance with the Conceptual Framework of the SNC, the elements in the financial statements are recognised as soon as they have met the respective definitions and recognition criteria, regardless of the timing of the corresponding payment or receipt.
iii. Materiality and Aggregation Materiality depends on the size and the nature of the omission or error, as judged by the circumstances concerned. It is considered that omissions or misstatements of line items are materially relevant if they could, individually or collectively, influence the economic decisions taken by the users of the financial statements, on the basis thereof. An item that is not materially relevant to warrant a separate listing on the financial statements may, however, be materially relevant to be listed separately in the notes to this Appendix. The financial statements result from the processing of large numbers of transactions or other events that are organised into classes, according to their nature or function. The final stage in the process of aggregation and classification is the listing of condensed and classified data into line items on the balance sheet, statement of income, statement of changes in equity and the statement of cash flows or in the notes.
iv. Offsetting Assets and liabilities, income and expenses are not netted off, except where required or permitted by the NCRF. Thus, revenue should be measured taking into account the amount of any trade and volume discounts granted by Group companies. In the course of its ordinary activities, the Group undertakes other transactions that do not generate revenue, but which are incidental to the main activities that do generate revenue. The results of such transactions are shown
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 41
where such presentation reflects, most appropriately, the substance of the transaction or other event, netting off any income against related expenses resulting from the same transaction. Gains and losses arising from a group of similar transactions are reported on a net basis (for example, gains and losses from exchange differences). These profits and losses are reported separately if they are materially relevant.
v. Comparative Information Comparative information for prior reporting periods presented in the consolidated financial statements is prepared in accordance with the basis of preparation set out above and respect the recognition and measurement policies described below.
vi. Recognition and Measurement Policies The financial statements have been prepared in accordance with the following recognition and measurement policies:
vii. Fixed Assets Tangible fixed assets are initially recorded at acquisition or production cost, which includes the cost of purchase, any costs attributable to the activities necessary to put the assets in place and the conditions necessary to operate as intended and, where applicable, the initial estimate of the costs of dismantling and removing the assets and restoring the respective installation or operation sites. Tangible fixed assets are shown at their carrying amount at the end of the reporting period, which corresponds to the acquisition or production cost less accumulated depreciation and any accumulated impairment losses. After the point at which the asset is fit for use, depreciation is calculated according to the straight-line method, in accordance with the period of useful life estimated for each group of assets. The useful lives and depreciation method used for the tangible fixed assets are reviewed at the end of each reporting period. The effect of any change in these estimates is recognised prospectively in the statement of income. Maintenance and repair costs that are not likely to generate future additional economic benefits are recorded as expenses in the period in which they are incurred. Gains and losses arising from the disposal or write-off of tangible fixed assets are determined as the difference between the net proceeds of the transaction, if any, and the respective carrying amount at the date of disposal/write-off, and are recorded in the statement of income under “Other income and gains” or “Other expenses and losses”, as applicable, in the period in which the disposal or write-off occurs. Tangible fixed assets in progress represent assets still under construction/production, and are recorded at acquisition cost less any impairment losses.
42 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
These assets are depreciated from the time at which they are available for use, i.e. when they are at the site and in the condition necessary to be operated in the manner intended.
viii. Goodwill Goodwill represents the excess of the cost of acquisition over the fair value of the identifiable assets and liabilities of a subsidiary, associate or joint enterprise, at the respective date of acquisition. Goodwill is recorded as an asset and is not subject to depreciation, and is presented separately in the balance sheet. Whenever there are indications of possible loss of value or, at least, at the end of each reporting period, goodwill is subject to impairment tests. Any impairment loss is recognised immediately in the statement of income and is not subject to subsequent reversal.
ix. Intangible Assets Intangible assets are stated at acquisition cost, less accumulated depreciation and accumulated impairment losses. These assets are only recognised where future economic benefits are likely to arise for the Group, they are controlled by the Group and their value can be reasonably measured. Research costs associated with new technical knowledge are recognised in the statement of income in the period in which they are incurred. Development costs are capitalised where the Group demonstrates its capacity to complete and begin marketing or using such development, and it is probable that the asset created will generate future economic benefits. Development costs that do not fulfil these criteria are recorded as expenses in the period in which they are incurred. Intangible assets, excluding goodwill, are amortised on a straight-line basis from the month in which they are available for use and for the duration of their respective estimated useful life or the period of the contracts, whichever is shorter. The useful lives and amortisation method used for the intangible assets are reviewed at the end of each reporting period. The effect of any change in these estimates is recognised prospectively in the statement of income.
x. Income Tax Income tax for the period is the sum of current tax and deferred tax, and is recognised in accordance with NCRF 25 – Income tax. TPF Planege and Group companies are taxed individually, based on their respective taxable income and at the applicable tax rates.
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 43
In the measurement of the income tax burden for the period, in addition to current tax, the effect of deferred tax is also considered, calculated based on the difference between the carrying amount of assets and liabilities and the corresponding tax base. As set out in NCRF 25, deferred tax liabilities are recognised for all taxable temporary differences, and deferred tax assets only where there is reasonable assurance that these may be used to reduce future taxable income, or where there are deferred tax liabilities expected to be reversed in the same period in which the deferred tax assets are reversed. At the end of the reporting period a review of these deferred tax assets is conducted, and they are reduced where their future use is no longer likely. The amount of tax to be included in both current tax and deferred tax resulting from transactions or events recognised directly in equity is recorded directly under those same captions, without affecting the result for the period.
xi. Trade and Other Receivables The captions “Trade debtors” and “Other receivables” bear no implicit interest and are stated at their nominal value less any accumulated impairment losses. Whenever there are indications of possible loss of value or, at least, at the end of each reporting period, the financial assets included under these captions are subject to impairment tests. Any impairment loss is recognised immediately in the statement of income. Impairment losses are the difference between the carrying amounts of receivables and the best estimate of the related cash inflows. Subsequently, if the amount of the impairment loss decreases and the decrease can be related objectively to an event that took place after the recognition of the loss, it should be reversed in the statement of income. The reversal is only carried out up to the limit of the amount that would have been recognised had the loss not been initially recorded.
xii. Cash and Bank Deposits This caption includes cash, demand deposits in banks and term deposits with high liquidity. Bank overdrafts are included under “Borrowings”, expressed under “Current liabilities”.
xiii. Accrued Liabilities TPF Planege and Group companies periodically analyse possible obligations arising from past events that should be recognised or disclosed. An accrued liability is recognised where there is a present obligation resulting from a past event and where, in order to settle the obligation, it is likely that there will be an outflow of resources that may be reasonably estimated. The present value of the best estimate at the reporting date of the resources required to settle the
44 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
obligation is the amount recognised as an accrued liability, taking into account the risks and uncertainties inherent to the obligation. At the reporting date, accrued liabilities are reviewed and adjusted so that they may better reflect the estimate at that date.
xiv. Trade Creditors and Other Payables Trade accounts payable and other creditors, which do not bear interest, are recorded at their nominal value, which is essentially equivalent to their fair value.
xv. Borrowings Borrowings are recorded as liabilities at their nominal value net of fees related to the granting of such loans. The financial charges calculated according to the effective interest rate are recognised in the statement of income under “Interest and similar expenses”, on an accruals basis. Borrowings are classified as current liabilities unless they mature at a date beyond 12 months after the end of the reporting period.
xvi. Locações Lease agreements are classified as either (i) financial leases, if they substantially transfer all risks and rewards of ownership of the leased asset, or as (ii) operating leases, if they do not substantially transfer all the risks and rewards of ownership of the leased asset. Leases are classified as financial or operating leases according to their economic substance rather than the form of the agreement. Assets acquired through financial leasing agreements, as well as the corresponding responsibilities, are recorded at the start of the lease at the lower of the fair value of the assets and the present value of the minimum lease payments. Finance lease payments are apportioned between finance charges and reduction of liability, in order to be obtained a rate of interest on the outstanding balance of responsibility. Additionally, the interest included in the lease payments and depreciation/amortisation of the assets are recognised as an expense in the statement of income in the period to which they relate. In operating leases, the lease payments due are recognised as an expense in the statement of income on a straight-line basis over the period of the lease.
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 45
xvii. Revenue Revenue comprises the fair value of the consideration received or receivable for the provision of services arising from the normal activity of the Group. Revenue is the recognised net of value added tax (VAT), rebates and discounts. The Group recognises revenue where it can be reasonably measured, it is probable that the future economic benefits will be obtained, and the specific criteria described below are met. The amount of revenue is not considered as reasonably measurable until all contingencies relating to a contract for services are substantially resolved. The Group bases its estimates on historical results, taking into account the type of customer, the nature of the transaction and the specifics of each agreement. Income is recognised on the date of completion of the provision of services, i.e. when the expenses required for the implementation thereof are incurred. Upon recognition of the income, the percentage-of-completion method is used, or where it proves impossible to reliably determine the outcome of the contracts for services, the zero profit method. The interest received is recognised in view of the assumption of the additional amount, taking into account the amount outstanding and the effective rate over the period to maturity.
xviii. Transactions in Foreign Currency The consolidated financial statements are presented in euros, as the euro is the functional currency and the presentation currency. Transactions in foreign currency (a currency other than the functional currency of the Group) are recorded ai the rate of exchange on the dates of the transactions. At the end of the reporting period, the carrying amounts of monetary items originally denominated in foreign currency are restated based on the closing rate of exchange. Foreign exchange gains or losses resulting from payments or receipts of foreign currency transactions, as well as the exchange rate adjustment, at the end of the reporting period, of monetary assets and liabilities originally denominated in foreign currency, are recognised in the statement of income by nature (operational, investment and financing) for the period in which they are generated.
xix. Borrowing Costs Financial responsibilities associated with borrowings are generally recognised as expenses in the period in which they are incurred.
46 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
xx. Employee Benefits Employee benefits are divided between (i) short-term benefits and (ii) termination benefits. Short-term benefits include wages, salaries, Social Security contributions, sick pay, profit-sharing, bonuses and non-monetary benefits, such as medical care, housing and free goods or services. Termination benefits are those paid as a result of the Group's decision to terminate an employee's employment before the normal retirement date, or an employee's decision to accept voluntary redundancy in exchange for such benefits.
b) Value Judgements In the preparation of the consolidated financial statements, value judgements, estimates and various assumptions were used that affect the reported amounts of assets and liabilities, as well as the reported amounts of income and expenses for the period.
c) Subsequent Events and Key Budgets Concerning the Future Events after the end of the reporting period that provide additional information regarding conditions that existed at the end of the reporting period are reflected in the financial statements. Events after the end of the reporting period that provide additional information regarding conditions that existed after the end of the reporting period do not give rise to adjustments to the financial statements and are disclosed in the notes, where considered material.
d) Main Sources of Uncertainty of the Estimates The estimates and the underlying assumptions were determined on the basis of the best knowledge of events and transactions in progress at the date of issue of the consolidated financial statements, as well as on the experience of past and/or current events. However, situations may arise in subsequent periods that were not foreseeable at the date of issue of the consolidated financial statements, and which were not considered in these estimates. Changes to the estimates that occur after the date of issue of the consolidated financial statements will be corrected prospectively. For this reason, and given the associated degree of uncertainty, the actual results of the transactions in question may differ from the corresponding estimates.
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 47
4.
CASH FLOWS
For the purposes of the statement of cash flows, the caption cash and cash equivalents includes cash, bank deposits immediately drawable (in three months or less) and treasury investments in the money market, net of bank overdrafts and other short-term financing equivalents.
Breakdown of this caption: 31-Dec-2015 Cash
5.
31-Dec-2014
27.261
43.701
Demand deposits
5.905.925
5.813.620
Term deposits
1.529.497
2.335.426
Cash and equivalents
7.462.683
8.192.747
TANGIBLE ASSETS
Changes in tangible fixed assets and respective depreciation: 2015 Balance on 01-Jan-2015
Disposals and writeoffs
Aquisitions / Credits
Change in the consolidati on perimeter
Balance on 31-Dez-2015
Cost: Basic equipment
1.137.349
16.958
(8.307)
-
1.146.000
Transport equipment
798.415
-
(122.974)
-
675.441
Administrative equipment
784.908
15.095
(66.349)
-
733.654
52.015
-
(159)
-
51.856
2.772.688 -
32.053
(197.789)
-
2.606.952
1.073.996
28.428
(1.864)
-
1.100.560
Transport equipment
557.868
115.310
(88.079)
-
585.099
Administrative equipment
629.551
37.924
(48.466)
-
619.008
50.844
434
(47)
-
51.230
2.312.258
182.096
(138.456)
-
2.355.897
Other intangible fixed assets
Accumulated Depreciations Basic equipment
Tangible fixed assets in progress
Carrying amount
460.430
48 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
251.054
2014 Balance on 01-Jan-2014
Disposals and writeoffs
Aquisitions / Credits
Change in the consolidati on perimeter
Balance on 31-Dez-2014
Cost: Basic equipment
1.102.548
50.513
(15.711)
-
1.137.349
Transport equipment
678.458
171.573
(73.010)
21.394
798.415
Administrative equipment
758.257
13.555
(27.546)
40.643
784.908
52.015
-
-
-
52.015
235.641
(116.267)
62.036
2.772.688
1.045.655
42.608
(14.266)
Transport equipment
405.427
175.830
(44.782)
21.394
557.868
Administrative equipment
578.446
39.808
(27.546)
38.842
629.551
49.265
1.673
(95)
2.078.793
259.918
(86.689)
Other intangible fixed assets
2.591.278 Accumulated Depreciations Basic equipment
Tangible fixed assets in progress
Carrying amount
6.
1.073.996
50.84460.236
2.312.258
512.484
460.430
GOODWILL
The goodwill reported in the attached accounts relates to the acquisition of the companies P & V – Consultoria e Projectos de Engenharia, SA (2009) and Provia – Consultores de Engenharia, SA (2013) and offestting differences arising from the acquisition of the company TPF Romania (2014). Details of the changes recorded in the corresponding caption:
Entity
P&V / Provia TPF Roménia Total
Gross amount
Accumulated Impairment Losses 01-Jan2014
Impairment Losses in 2014
Accumulated Impairment Losses 31Dez-2015
Impairment Losses in 2015
Carrying amount
509.101,85
266.290,01
106.413,01
86.122,83
458.825,85
50.276,00
195.093,06
-
-
-
-
195.093,06 -
704.194,91
266.290,01
106.413,01
86.122,83
458.825,85
245.369,06
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 49
7.
INTANGIBLE ASSETS
Changes in intangible assets and respective amortisation: 2015 Balance at 01-Jan2015
Aquisitions /Appropriatio ns
Write-offs
Change to Consolidation Perimeter
Balance at 31-Dec2015
Cost: Development Projects
6.300,00
-
-
-
6.300,00
Computer Programs
396.150,67
78.300,00
-
-
474.450,67
Oher intagible assets
18.117,29
-
-
-
18.117,29
-
44.284,32
-
-
44.284,32
122.584,32
-
-
543.152,28
-
-
-
-
-
Computer Programs
346.785,83
67.362,87
-
-
414.148,70
Oher intagible assets
17.673,56
-
-
-
17.673,56
364.459,39
67.362,87
-
-
431.822,26
Intangible assets in progress
420.567,96 Accumulated amortisatiion Development Projects
Carrying amount
56.108,57
111.330,02
2014 Balance at 01-Jan2014
Aquisitions /Appropriatio ns
Write-offs
Change to Consolidation Perimeter
Balance at 31-Dec2014
Cost: Development Projects
6.300
-
-
-
6.300
Computer Programs
370.729
25.421
-
-
396.151
Oher intagible assets
13.962
-
-
4.155
18.117
390.991 -
25.421
-
4.155
420.568
298.888
47.897
-
-
346.786
9.480
4.482
-
3.712
17.674-
308.368
52.379
-
3.712
364.459
Accumulated amortisatiion Computer Programs Oher intagible assets
Carrying amount
82.623
50 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
56.109
8.
LEASES
Assets acquired under financial leasing:
2015
Assets Under Financial Leasing Acquisition Accumulated Cost Depreciation Net Value
Transport Equipment
2014
Non-current
Current
40.323
40.323
-
-
6.703
40.323
40.323
-
-
6.703
Acquisition Accumulated Cost Depreciation
Transport Equipment
Liabilities Under Financial Leasing
Net Value
Non-current
Current
40.323
33.320
7.003
8.380
6.705
40.323
33.320
7.003
8.380
6.705
Detail of the Group’s debt repayment plans, relating to financial leasing:
Capital in Debt 31/12/2015 Up to 1 year after end of reporting period Between 1 and 5 years after end of reporting period
Capital in Debt 31/12/2014
6.703
8.380
-
6.705
6.703
15.085
9. FINANCIAL HOLDINGS – OTHER METHODS Values included under the heading “financial holdings – Other methods”: % Owned
Nominal Values
Value of Participation
TPF GE Ingenieria
60%
4.800
TPF GE Ingenieria - Emp.Concedido
60%
3.560
HARII-Soc.Desenv.Timor Lorosae, SGPS, SA
2.498
Lisgarante - Soc. Garantia Mútua, SA
1
21.500
Garval - Soc. Garantia Mútua, SA
1
5.000
ECM - Moçambique
3.224 40.582
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 51
10. OTHER FINANCIAL ASSETS This caption includes loans granted to associated companies, where applicable. These financial assets are recognised in the accounts at cost less any accumulated impairment losses. This also includes other non-current financial assets, which may be measured at cost or fair value. At 31 December 2015, the amount of this caption consists of the fair value of the units in the Labour Compensation Fund, acquired in accordance with current legislation.
11. DEFERRED TAX ASSETS Changes in deferred tax assets, in accordance with the temporary differences that generated them: 31 December 2015 Constitution Reversal
Balance on 01-Jan2015 Tax on deductable temporary differences Customer adjustment on doubtful charges
Net income
23.893 23.893
Tax on deductable temporary differences Customer adjustment on doubtful charges Unrealised internal profits
Equity
17.384 17.384
Balance on 01-Jan2014
-
Constitution Net income
41.402 10.670 52.072
-
31-Dec-15
31-Dec-14
19.972.243
16.519.337
Customer account receivables
-
-
Trade Debtors factoring
-
2.049.031
2.336.437
-
22.308.680
18.568.368
(2.336.437)
(1.799.117)
19.972.243
16.769.250
Customer doubtful debts
Losses through accumulated impairments
52 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
-
-
Reversal
-
Breakdown of the caption “Trade debtors”:
Balance on 01-Dec2015
Equity
Net income
Equity
12. TRADE DEBTORS
Customer Current Account
Net income
(17.508) (10.670) (28.179)
41.278 41.278
Balance on 31-Dec2014
Equity -
23.893 23.893
Changes in the caption “Accumulated impairment losses” on trade debtors:
Losses by Impairment Balance on 1 january
31-Dec-15 1.799.117
1.282.027
963.876
751.200
-
9.284
(328.686)
(243.394)
(97.871)
-
2.336.436
1.799.117
Increase Use Reversal Exchange Difference Balance on 31 December
31-Dec-14
13. STATE AND OTHER PUBLIC BODIES Breakdown of the amounts included under this caption: 31-Dec-15
31-Dec-14
Assets Income tax
111.689
2.393
Retention of Income Taxes
670.574
551.214
24.885
14.946
Income tax
-
-
Social Security ocntributions
-
-
1.596
2.121
-
15.157
808.744
585.831
Income tax
709.767
541.898
Retention of Income Taxes
106.668
102.939
Value added tax
218.661
69.899
-
-
91.977
90.098
Value added tax
Other taxes Other tax contributions
Liabilities
Income tax Social Security ocntributions Other taxes Other tax contributions
-
12.303
126.484
234.889
1.253.557
1.052.027
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 53
14. SHAREHOLDERS / PARTNERS Breakdown of the caption “Shareholders”:
Loans - Mother company
31-Dec-15
TPF, SA
31-Dec-14 -
1.931.121
-
1.931.121
Loans were granted to the parent company of TPF Planege for periods of less than 1 year and at an interest rate of 2.5% plus the 90-day Euribor.
15. OTHER ACCOUNTS RECEIVABLE Breakdown of the amount included under this caption: 31-Dec-15 Suppliers (negative balances)
86.218
-
88
-
720.478
998.039
1.657.635
452.009
2.464.419
1.450.048
-
-
2.464.419
1.450.048
Personnel Debtors with accrued income Other Debtors
31-Dec-14
Accumulated impairment losses
Under the caption of "Debtors with accrued income" are included the value of 46,521.74 euros concerning works in progress in Romania branch, in accordance with the accounting standards adopted by other companies of the group.
16. DEFERRALS Detail of the caption “Deferrals”: 31-Dec-15
31-Dec-14
Current Assets Insurance paid in advance
23.719
46.380
Rental and hire paid in advance
86.247
134.115
Multi-annual expenses to be recorded
206.307
39.160
Various expenses to be recorded
155.027
535.157
471.300
754.812
3.403.470
10.096.238
3.403.470
10.096.238
Current Liabilities 'Provision of services
54 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
17. OTHER FINANCIAL ASSETS Detail the changes in this caption Securities Millennium BCP
Variations in the value in 2014
Acquisition Value 2014
Balance at 31-Dec2014
Acquisitions in 2015
Variation in value in 2015
Balance at 31-Dec-2015
5.602
(3.796)
1.807
-
Securities of Public Debt (OT)
-
-
-
2.205.955
2.205.955
Other
2
2.975
2.975
5.605
(3.796)
1.807
Securities in the beginning of period Securities Millennium BCP
Price 0,06570
Quantity
Value
27.497
1.807
27.497
1.807
883
2.208.930
883
2.689
2.211.619
Securities in the end of period Nominal value
Quantity
0,10000
Value
27.497
2.689
27.497
2.689
The securities of the public debt mentioned relate to the payment of the accumulated debt of 2013 and 2014 of the Angolan State. The payment was made in the form of treasury bonds indexed to the US Dollar (USD), with a total value of $ 2,410,229 and bear interest semiannually at the rate of 5%. The payment of bonds at maturity is made in Kwanzas at the exchange rate of the National Bank of Angola at that date. The amount shown in the balance sheet is the equivalent of USD above mentioned at the exchange rate of the BNA in 31.12.2015. 18. PAID-IN CAPITAL At 31 December 2015, the fully subscribed and paid-up share capital of TPF Planege, SA amounted to 1,524,600.00 euros, and was composed of 138,600 shares with a face value of 11 euros each. TPF Planege, SA is 94% owned by the company TPF, SA, having headquarters at Avenue de Haveskercke, no. 46, Brussels, Belgium.
19. LEGAL RESERVE Commercial legislation establishes that at least 5% of annual net profit must be employed to increase the legal reserve until it represents at least 20% of share capital. This reserve cannot be distributed unless in the event of the Company’s liquidation, but it can be used to absorb losses after exhausting other reserves, or be incorporated into capital. In accordance with the decision made by the General Meeting that approved the accounts for the period ended 31 December 2013, in the period ended 31 December 2015, the Company increased the legal reserve, allocating to it a sum of 141.897euros.
20. OTHER RESERVES The amount shown under the caption “Other reserves” corresponds to positive results from previous years that, by decision of the General Meeting, were allocated to Free Reserves. These reserves are not assigned any particular purpose, and may be distributed where there are no other legal constraints.
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 55
21. SUPPLIERS Detail of the caption “Suppliers”: 31-Dec-15 Suppliers current account
31-Dec-14
4.786.169 4.786.169
4.229.300 4.229.300
22. LOANS Balances included under this caption: 31-Dec-15 Non Current Bank loans medium/long term
31-Dec14
Current
Non Current
Current
2.486.108
3.618.546
200.000
1.090.716
Bank overdrafts
-
23.297
-
61.907
Leasings
-
6.703
6.705
8.380
Shareholders loans
-
660.061
53.859
77.711
Other loans
-
160.915
-
-
2.486.108
4.469.523
260.564
1.238.714
The increase in Loans is mainly due to the increase of Bank loans and supplies from Cenor to TPF Angola.
23. ADVANCES FROM CUSTOMERS The Group received advances from customers relating to the major international contracts. Such advances are amortised proportionally to the billing relating to the corresponding contract. At 31 December 2015, the estimated time frame for the total amortisation of the advances received was as follows:
Term for deduction of advances to customers
Contracts
Total
Less than 1 year
Between 1 and 5
Angola 1
481.088
-
481.088
Angola 2
20.986
-
20.986
Algeria 1
166.859
83.429
83.429
Algeria 2
33.210
33.210
-
Mozambique 1
562.873
516.441
46.432
Other
687.890
687.890
-
1.952.905
1.320.970
631.935
56 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
24. OTHER ACCOUNTS PAYABLE Breakdown of the amount included under this caption: 31-Dec-15 Suppliers of investments
31-Dec-14
8.810
7.177
597.670
1.010.894
-
3.152
3.870.032
2.972.475
1.101.770
275.045
5.578.281
4.268.743
Other creditors of accrued expenses Employees salaries to be paid Interest payable Other accruals Other accounts payable
25. SALES AND SERVICES Detail of services provided by geographical markets:
31-Dec-15 Domestic Market Provision of Services
Commun. Market
31-Dez-14 Domestic Market
Total
Commun. Market
Total
1.674.959
24.407.276
26.082.235
769.378
27.946.791
28.716.169
1.674.959
24.407.276
26.082.235
769.378
27.946.791
28.716.169
26. SUPPLIES AND SERVICES Breakdown of the caption “Supplies and services”: 31-Dec-15
31-Dec-14
Subcontracts
6.926.360
10.426.765
Specialised work
1.250.653
1.337.903
Fees
715.086
908.327
Maintenance and repairs
157.081
216.582
Materials
169.675
158.604
Energy and fluids
228.569
146.193
Travel, accomodation and transport
748.430
836.479
1.252.577
1.133.045
155.311
188.137
86.724
116.356
340.790
266.793
12.031.256
15.735.184
Leases and rents Communication Insurance Other services
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 57
27. PERSONNEL EXPENSES Breakdown of the caption “Personnel expenses”: 31-Dec-14 Remuneration for social entities
31-Dec-15
563.728
385.912
4.512.287
5.307.723
Indemnities
183.922
25.308
Responsibility for remuneration
813.323
895.354
Insurance
175.094
112.596
Employee welfare expenses
382.211
380.873
Other personnel expenses
674.853
651.854
7.305.417
7.759.620
Employee remuneration
28. OTHER INCOME Breakdown of the caption “Other income and gains”: 31-Dec-15 Supplementary revenue
37.617
47.855
-
122
195.157
180.825
20.481
81
4.458.858
1.962.876
27.093
8.048
4.739.206
2.199.807
Discounts on prompt payments Interests received Revenues and gains on non financial investments Favourable difference in exchange rate' (Operational activity) Other revenue and gains
31-Dec-14
29. OTHER EXPENSES AND LOSSES Breakdown of the caption “Other expenses and losses” 31-Dec-15 Taxes Contributions
31-Dec-14
376.973
449.831
10.631
-
Expenses and losses on non-financial investments Unfavourable exchange differences Bank services Other expenses and loss financing Other expenses and losses
58 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
17.812 3.421.093
1.147.278
440.361
383.814
-
15.307
110.211
274.049
4.359.269
2.288.091
30. IMPAIRMENT OF NON-DEPRECIABLE/AMORTISABLE INVESTMENTS (LOSSES/REVERSALS) Breakdown of the caption “Impairment of Non-depreciable/Amortisable Investments”: 31-Dec-15 Goodwill
31-Dec-14
86.123
106.413
86.123
106.413
In relation to the previous year, impairment reported under Goodwill from P&V and Provia of depreciable/amortisable investments was reclassified under this caption, as it involved a nondepreciable/amortisable asset.
31. INTEREST AND SIMILAR EXPENSES Detail of “Interest and similar expenses” arising from financing operations: 31-Dec-15
31-Dec-14
Interests and similar expenses supported Interest on bank loans Interests on financial leases Other financing expenses and losses
136.880
80.023
496
1.099
1.597
-
138.972
81.122
32. INCOME TAX Breakdown of income tax: 31-Dec-15 Current Tax Deferred Tax
31-Dec-14
1.727.599,00
1.265.329,19
(17.384,45)
42.741,18
1.710.214,55
1.308.070,37
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 59
Reconciliation of effective tax rate related to the same periods:
31-Dec-15 Results before taxes
31-Dec-14
5.893.074
3.963.295
Non deductibles expenses
1.136.337
302.004
Non taxable incomes
1.837.158
65.521
Tax base at normal rate
3.592.667
4.330.819
754.557
1.043.548
6.454
17.332
Municipal surcharges
51.955
54.278
State surcharges
59.209
68.079
Autonomous taxation
76.149
82.093
1.727.599
1.265.329
(17.384)
42.741
1.710.215
1.308.070
29,02%
33,00%
Permanent differences
Tax at normal rate Tax applicable to the autonomous Region of Madeira
Current Tax Deferred Tax Income tax for the period Average tax rate
33. ACCRUED LIABILITIES In 2013, Fundger filed an action against Prosistemas, subsequently incorporated into TPF, in an amount of 27,750.14 euros for rent and charges allegedly outstanding from the commercial lease of the respective office premises. The action was contested, and a decision is pending. Under this process, there have been no definitive interlocutory decisions, with appeals pending. Later, in 2014, Fundger applied for the value of the action to be increased to 305.047.10 euros, which has been contested, and, likewise, no decision has yet been issued by the judge (case 581/13.9YYLSB). Therefore, as a matter of prudence, Management decided to established a provision for contingent liabilities under NCRF-21 in an amount of 115.047,07 euros. 2015 31-Dec2014 On going legal cases Other
Constitution
Utilization
Reversal
31-Dec-2015
190.000,00
115.047,07
305.047,07
-
8.518,33
8.518,33
190.000,00
123.565,40
60 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
-
-
313.565,40
34. MINORITY INTERESTS At 31/12/2015, the minority interests shown relate to 0.80% of the share capital of TPF Angola, Lda., held by third parties external to the Group.
35. BANK GUARANTEES At 31/12/2015 the following bank guarantees continued to be provided in favour of customers and in accordance with the requirements of current service contracts:
Collateral provided to customers 2015 Origin BNP PARIBAS - Fortis
Value (Euros) 17.000,00
Caixa Geral de Depรณsitos
180.526,85
Banco BPI
847.741,15
Millennium BCP
1.715.872,81
Banco BIC
35.971,72
BANIF
56.459,01
Barclays Bank
1.571.753,29
Banco Santander Totta
1.298.907,89
Montepio
821,39
Novo Banco
1.856.370,58 7.581.424,70
36. SUBSEQUENT EVENTS No subsequent events having a significant impact on the consolidated financial statements of 31 December 2015 are known as of the present date. From the end of the reporting period to the preparation of these notes, no facts came to light that may alter the situation described in the accounts.
THE CHIEF ACCOUNTANT
THE BOARD OF DIRECTORS
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 61
AUDIT REPORT
62 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 63
64 | TPF PLANEGE – CONSOLIDATED ANNUAL REPORT 2015
CONSOLIDATED ANNUAL REPORT 2015 - TPF PLANEGE | 65
TPF Planege - Consultores de Engenharia e Gestão S.A. Rua Laura Alves 12-8º - 1050-138 Lisboa, Portugal TEL. +351 218 410 400 FAX +351 218 410 409 CAPITAL SOCIAL 1.524.600 € - CRCL/NIF 500963363 geral@tpfplanege.com - www.tpfplanege.pt TPF ANGOLA - Consultores Lda Rua Damião de Góis, n.º 87, Bairro de Alvalade – CP 0403 Maianga - Luanda, Angola TEL. +244 222 715 465 CAPITAL SOCIAL 2.500.000 Kz - CRCL 1472-09/090626 - NIF 5417064467 geral@tpfangola.com - www.tpfangola.com TPF ALGÉRIE S.A. - Third Party Financing Algérie 14, Rue Mohamed Khoudi Alger, Argélia TEL / FAX. +213 21 792 984 CAPITAL SOCIAL 1.000.000 DA - RC 23/0364805B08 - NIF 823019017546 - AI 23015775014 geral@tpfalgerie.com – www.tpf.eu TPF MOÇAMBIQUE - Consultores Lda TPF PLANEGE - SUCURSAL DE MOÇAMBIQUE Rua da Imprensa, n.º R.1.121, Prédio 33 Andares n.º 1230, 4º Piso, Escritório 413, Maputo, Moçambique TEL. +258 827 043 241 / +258.827 741 067 FAX +258 21 333 585 CAPITAL SOCIAL 1.000.000,00 MTn - NUIT 400 453 764 geral@tpfmocambique.com - www.tpfmocambique.com TPF Romania TPF Planege - Consultores de Engenharia e Gestão S.A. PORTUGALIA – Sucursal Bucuresti th st 44, Bulevardul Alexandru Ioan Cuza, 4 Floor, apt 10B, 1 district 011056 Bucharest, Romania TEL. +40 757 087 803 / +40 748 110 737 FAX: +40 369 815 764 geral@tpfplanege.com - www.tpfplanege.pt TPF GE INGENIERIA, S.A.R.L Malabo Avda. Parques de África s/n, Santa Maria II, República de Guinea Ecuatorial TPF PLANEGE - SUCURSAL DE ABU DHABI th P.O.Box 5100414, 20 floor Al Wadha City Tower 11th St Hazza Bin Zayed the First Street Abu Dhabi, United Arab Emirates TEL: +971 02 818 67 27 / +971 02 818 69 26 / +971 05 686 32 61 FAX: +971 02 815 78 88 Commercial Licence: CN-2029152