BRISA Concessão Rodoviária, S.A. Quinta da Torre da Aguilha, Edifício BRISA, São Domingos de Rana Share capital of 75 000 000 Euros Commercial Registration and Corporate Tax Number 502790024 ANNUAL REPORT 2014
Contents 1 INTRODUCTION ...... 3
The Year in Review ...... 3 Corporate profile ...... 4 Macroeconomic Overview ...... 5 2 CONCESSION'S CHARACTERISTICS AND ACTIVITY...... 8
3 FINANCIAL REPORT ...... 16 4 2015 EXPECTATIONS ...... 22 5 CORPORATE GOVERNANCE ...... 22 6 RISK MANAGEMENT - GOALS AND POLICIES ...... 27 7 FINAL NOTE ...... 31 8 PROPOSAL FOR THE APPROPRIATION OF RESULTS ...... 32 9 FINANCIAL STATEMENTS ...... 33
Statement of Financial Position ...... 33 Statement of profit and loss and other comprehensive income ...... 34 Statement of changes in shareholders' equity ...... 35 Cash Flow Statement ...... 36 10 NOTES TO THE FINANCIAL STATEMENTS ...... 37 11 LEGAL CERTIFICATION OF THE ACCOUNTS ...... 67 12 REPORT AND OPINION OF THE SUPERVISORY BOARD ...... 69 13 TRAFFIC STATISTICS ...... 71 14 GOVERNING BODIES ...... 74
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1 Introduction
The Year in Review
APRIL Bond issue of €300M at historical low coupon of 3.876%
JULY Moody’s revises BCR's rating up to Ba1, with “ positive outlook ”
AUGUST Signing of 3 year commercial paper programme for €50M with Deutsche Bank
NOVEMBER Moody’s revises BCR's rating up to Baa3, with “ stable outlook ”, investment grade
DECEMBER Repayment of €225M bond
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Corporate profile
BRISA Concessão Rodoviária, S.A. (BCR) was created to operate the Brisa Concession following the corporate reorganisation of the Brisa Group in 2010. The Company's business is the construction, maintenance and operation of motorways and respective service areas and the planning and development of public infrastructure, pursuant to a concession contract.
The history of the Brisa Concession dates from the foundation of the Group back in 1972. Over four decades the concession's activity has developed into the main road axis in Portugal, spanning from north to south and east to west, with two major arteries providing access to Spain. Under the terms of the Concession Contract, Brisa Concessão Rodoviária is to operate this major network until December 2035.
BCR shares the corporate culture of the Brisa Group, based on such values as Ethics, Innovation and Excellence, while promoting mobility and interurban, inter- regional and international accessibility, resulting in important economic and social benefits for the communities involved.
At the Brisa Group, social responsibility is a critical objective for the long term, so as to create value to the different stakeholders. Brisa publishes its Sustainability Report on an annual basis; this report describes the sustainability policies followed, the main strategic vectors and Brisa’s performance in respect of economic, environmental and social indicators.
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Macroeconomic Overview
Following the trend started in the last quarter of 2013, major macro economic indicators continued to improve throughout 2014; both GDP and private consumption evolved positively. In fact, according to the latest estimates, GDP is expected to have grown +0.9%, while private consumption is likely to have improved by +1.9%.
Inflation and Financial Markets In 2014 the consumer price index experienced a negative annual change of 0.3%. In December 2014 the year-on-year inflation rate was negative by 0.4%, contrasting with zero recorded in November. The risk of deflation exists in the Eurozone and by extension in Portugal. In order to counterbalance this negative effect and boost economic recovery in Europe, the European Central Bank (ECB) recently announced (22 January 2015) its quantitative easing programme via the purchase of public and private debt. This program, which will commence in March 2015 and will continue until September 2016, is aimed at fighting deflation, by increasing liquidity and encouraging consumption and investment. The desired effect is for prices to go up and reach the 2% ECB target in the long run. The outlook for inflation in 2015, according to both Banco de Portugal and the Government, is +0.7%. The ECB cut in the key interbank interest rate in September, from 0.5% down to 0.15%, with a view to avoiding deflation and step up economic activity in the Eurozone. According to the ECB Chairman, this measure was taken to fight the increasing risk of economic stagnation, and the negative impact on private investment, business confidence and consumer expectations. Throughout 2014 the euro fell against the US dollar by 12%, to 1.21. Despite this depreciation - which occurred mainly in the second half of 2014 - the annual average exchange rate remained practically unchanged from 2013 to 2014, at 1.328 and 1.329 respectively. The cost of Portuguese sovereign debt fell continuously throughout the year, supporting the markets' positive reaction to the Portuguese government's decision to make a clean exit from the Troika’s financial assistance programme, resulting in an upward revision of the country's credit ratings. In 2014, the cost of 10-year
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bonds peaked at around 6.1% at the beginning of the year and its lowest level at 2.7% at the end of the year. Credit Default Swaps (CDS) cost tightened from 352 basis points at the beginning of the year to 202 basis points at the end of 2014.
Fuel prices at the pump The downward trend in fuel prices (both gasoline and diesel) started in 2013 accelerated throughout 2014.
Monthly evolution of retail prices of road fuels, 2013-2014
Source: General-Directorate for Energy and Geology
Annual average retail price of fuels, 2013-2014 2013 2014 AGR Gasoline 1.62 € 1.57 € -3.2% Diesel 1.39 € 1.30 € -6.0%
AGR - Annual Growth rate
Notwithstanding the significant drop in prices, cumulative sales as of November 2014 recorded almost no change (+0.3%), specifically diesel, as gasoline sales fell by almost 1%.
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Evolution in car fuel retail prices, 2013-2014 (Cumulative figures as of November)
1% 0.7% 1% 0.3% 0% -1% -1% -2% -1.1% -2% -3% -2.5% -3% -2.7% -4% -3.4% -4% Gasoline Diesel Total
2013 2014
Source: General-Directorate for Energy and Geology
The car market The number of cars sold in Portugal in 2014 hovered around 172 thousand, an increase in sales of 36%, i.e. 3x more than in 2013 (12%). Sales of light vehicles rose by 36% whereas those of heavy vehicles grew by 31%.
Cumulative monthly evolution of new car sales in Portugal, 2013-2014
60% Light Veh. Heavy Veh. 55% 50% 45% 40%
35% 36.2% 31.1% 30% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Source: ACAP, Associação Automóvel de Portugal
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2 Concession's characteristics and activity
Economic indicators: Operating revenues: € 465.5M A3 EBITDA 1: € 342.1M A14 A4
N14 Maia Matosin hos A28 A20 A43 Porto Gondomar
Gaia EBITDA Margin: 73.5% A44 A1
Espin ho A41
Number of employees: 14 A1
1 EBITDA = Operating Results + Provisions, Amortisation, Aveiro Mira
Depreciation, Adjustments and Reversals Cantanhede A17
Coimbra Figure does not include income associated to the construction service Figueira da Foz A14 Pombal Mari nha Grande Leiri a
A1 BCR's concession totals 1,124.3 km, A8
A15 consisting of 12 motorways including the A10 A13 future access to the New Lisbon Airport. The A5 A6 company currently operates 11 motorways, totalling 1 100.2 km in length, of which 1 A2 014.1 km are tolled (only the Alto da Guerra link on the A12 motorway with 4.3
N km is toll-free). 0 50 Kilometers
The network will be completed with construction of the A33 motorway, corresponding to the access to the New Lisbon Airport, which is currently on hold.
The network runs from North to South, East to West; it includes the country's main road axes, namely the coastal corridor and the Lisbon-Madrid connection. It further includes important circular roads around the metropolitan areas of Lisbon and Oporto.
Pursuant to the most recent concession contract negotiated with the Portuguese State, the concession will end in 2035.
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Characteristics of the Concession in 2014
Lenght (kms) Toll free Tolled Total 2x1 lanes 2x2 lanes 2x3 lanes 2x4 lanes A1 - Auto-estradado Norte 17.4 279.1 296.5 1.3 160.6 127.3 7.3 A2 - Auto Estrada do Sul 9.6 225.2 234.8 0.0 202.8 32.0 0.0 A3 - Auto-estrada Porto - Valença 11.5 101.3 112.8 0.0 91.6 12.8 8.4 A4 - Auto-estrada Porto - Amarante 3.0 48.3 51.3 0.0 51.3 0.0 0.0 A5 - Auto-estrada da Costa do Estoril 8.1 16.9 25.0 0.0 2.3 22.7 0.0 A6 - Auto-estrada Marateca - Elvas 19.1 138.8 157.9 0.0 157.9 0.0 0.0 A9 - Circular Regional Externa de Lisboa 0.0 34.4 34.4 0.0 0.0 34.4 0.0 A10 - Auto-estrada Bucelas - Carregado - IC3 0.0 39.8 39.8 0.0 7.4 32.4 0.0 A12 - Auto-estrada Setúbal - Montijo 4.3 24.8 29.1 4.3 5.2 19.6 0.0 A13 - Auto-estrada Almeirim - Marateca 0.0 78.7 78.7 0.0 78.7 0.0 0.0 A14 - Auto-estrada Figueira da Foz - Coimbra (Norte) 13.1 26.8 39.9 0.0 39.9 0.0 0.0 Total 86.1 1014.1 1100.2 5.6 797.7 281.2 15.7
Investment in the network: widening, expansion and maintenance
In the first quarter of 2014 BCR finished the construction works at the Soure Junction on the Pombal/Condeixa sub-stretch on the A1 Motorway, which was opened to traffic in the third quarter of 2014.
The project concerning the motorway link to the Poceirão logistics platform remains on hold, as construction of the platform itself did not go ahead.
Lane widening works in various sub-stretches went ahead according to plans and as provided in the concession contract.
The contract for the “Widening and improvement works to 2x3 lanes of the Carvalhos / Santo Ovídeo sub-stretch on the A1” was awarded in the first quarter of 2014 and works started in the 3 rd quarter.
The contract for the design/construction of the new North Tunnel of Águas Santas, included in the widening works of the Águas Santas / Ermesinde sub-stretch on the A4 – Porto / Amarante motorway was also awarded, and respective design plan was completed and approved. Works will start in the first quarter of 2015.
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At road maintenance level, in addition to various specific works carried out, the following construction works were completed:
• Road pavement improvement and reinforcement on the Albergaria / Estarreja sub-stretch of the A1 motorway; • Improvement and reinforcement of pavement of the Valongo / Campo, sub- stretch on the A4 - Porto / Amarante motorway; • Improvement and reinforcement of pavement of the Estádio Nacional / Oeiras sub-stretch, on the A5 - Auto-estrada da Costa do Estoril; • Improvement of pavement of the Évora Poente / Évora Nascente sub-stretch in the A6 - Marateca / Caia motorway; • Repair of unstable slopes from km 10+100 to km 11+100 (N/S and S/N directions) on the Santa Iria da Azóia / Alverca sub-stretch of the A1 - Auto- estrada do Norte; • Repair of unstable slopes from km 182+130 Aterro (S/N), km 182+400, Escavação (N/S) and km 184+000, Muro M1 (S/N) on the Condeixa/Coimbra (Sul) sub-stretch of the A1 - Auto-estrada do Norte; • Repair and structural reinforcement of elevated crossing 292 on the Coimbra Sul / Coimbra Norte sub-stretch of the A1 motorway; • Repair of hydraulic crossings of the Current Transversal Drainage System on the Santo Tirso / Famalicão sub-stretch (km 21+405 and km 21+455) of the A3 - Auto-estrada Porto / Valença, and the Vila Verde / Santa Eulália sub- stretch (km 7+180 e km 11+600) of the A14 - Auto-estrada Figueira da Foz / Coimbra; and • Maintenance of engineering structures on the A1, A2 and A5 motorways.
As of 31 December 2014, the following construction works were under way:
• Improvement of road pavement of the Espinho (IC24) / Feiteira / Carvalhos sub-stretches on the A1 - motorway; • Pavement improvement and reinforcement works on the EN 201-Ponte de Lima Sul/Ponte de Lima Norte sub-stretches on the A3 (Auto-estrada Porto/Valença);
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• Pavement improvement works on the Ançã / Coimbra Norte (A1/A14) / Zombaria sub-stretches of the A14 - Auto-estrada Figueira da Foz / Coimbra Norte; • Repair of unstable slopes at km 96+400 (N/S and S/N directions) on the Torres Novas / Fátima sub-stretch of the A1- Auto -estrada do Norte; • Repair of unstable slopes at Ramo B of Leiria sub-stretch, at km 129+450 (S/N direction), Fátima / Leiria sub-stretch of the A1- Auto-Estrada do Norte; • Repair of unstable slopes at km 12+500 and km 13+000 (Estádio Nacional/Alverca direction), on the Radial da Pontinha / Radial de Odivelas sub-stretch of the A9 - CREL; • Repair of unstable slopes at km 13+000 (E/W direction) on the Sta. Eulália / Montemor-o-Velho sub-stretch of the A14 - Auto-estrada Figueira da Foz / Coimbra Norte; • Repair and structural reinforcement of hydraulic crossings on the Maia / Santo Tirso (PH 026 and PH 037.1) sub-stretches of the A3 - Auto-estrada Porto / Valença; and • Construction of the drainage system of the Santana da Carnota viaduct, on the Arruda dos Vinhos / Carregado sub-stretch of the A10 - Auto-Estrada Bucelas / Carregado (A1) / IC3 (A13).
The following works are still in being tendered:
• Repair of hydraulic crossings on the Almodôvar / S. Bartolomeu de Messines sub-stretch of the A2 - Auto -estrada do Sul; • Repair and reinforcement of Arapouco, Albergaria and Burgão viaducts on the Alcácer do Sal/Grândola Norte sub-stretch of the A2 - Auto-estrada do Sul; and • Repair of under crossing 15.1 on the Linda-a-Velha / Estádio Nacional sub- stretch of the A5 - Auto-estrada da Costa do Estoril.
Planning for the future, the company is analysing proposals for pavement improvement and reinforcement works on the A2/A6/A13 / Alcácer do Sal sub- stretch of the A2 - Auto -estrada do Sul.
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During the year under review, BCR continued to inspect its road infrastructure on a regular basis, monitoring pavements, slopes and containment structures and other works. The resulting information was introduced into the Pavement and Structures Management Systems and will be used in improvement, reinforcement and stabilisation projects.
During the first half of 2014 the contract for the design and construction of acoustic barriers on the Coina / Palmela / Setúbal junction (A2/A12) sub-stretches of the A2 was completed. At the end of the second half of the year the contract for the design and construction of acoustic barriers on the Porto (VCI) / EN12 / Águas Santas and Famalicão/Cruz sub-stretches of the A3 and Penafiel / IP9 / Amarante sub- stretches of the A4 motorway was also completed.
Direct investment in the network under concession totalled € 26.9M, focusing on widening and pavement works. Major repairs, deemed as expenditure, are nevertheless accounted for as operating costs.
Direct investment in the concession
€M 2009 2010 2011 2012 2013 2014 New stretches - 13.8 17.7 6.8 0.6 0.3 Major repairs 7.2 11.5 16.8 10.5 12.7 15.6 Complementary projects 69.7 58.5 37.4 21.1 10.6 5.9 Other 15.2 18.3 11.2 5.8 5.0 5.1 Total 92.1 102.1 83.1 44.2 28.9 26.9
Traffic on the network In 2014, Average Annual Daily Traffic (AADT) on BC’s roads totalled 16 230 vehicles, corresponding to an increase of 4.5% compared to the previous year. In terms of kilometres travelled on the network (traffic), this change was also +4.5%, since the length of the network did not change and there was no leap year effect as there was in 2013 (one day less in February 2013 compared to 2012).
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This annual increase in traffic, which had not been recorded since 2008, was mainly due to the economic recovery experienced throughout 2014, and resulted in a general nationwide increase in traffic.
In terms of quarterly trends, first quarter growth was worse than the subsequent quarters on account of adverse weather and because of Easter, which fell in the second quarter (unlike the previous year when it fell on Q1).
Quarterly traffic growth (year-on-year)
6.5%
5.2% 4.6% 4.5%
1.2%
1Q 2Q 3Q 4Q 2014
In 2014 organic growth stood at +4.2%, continuing the upward trend started in the last quarter of 2013, primarily as result of the economic growth that occurred over the year. This fact, combined with holidays falling close to weekends, contributed to an increase in leisure travel, resulting in a positive calendar effect of +0.3%.
Breakdown of annual traffic change
Decomposition 2014
Organic grow th 4.2% Calendar effect 0.3% Final Growth 4.5%
Breakdown by motorway As result of the factors already referred to, all motorways posted positive traffic growth, particularly those combining business and seasonal traffic, such as the A2, A6, A10 and A13 motorways.
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The motorway which posted the highest growth rate in 2014 was the A6, due to the Lisbon hosting of the UEFA Champions League final between two Madrid teams and which led to a significant increase in vehicles driving to the Portuguese capital. Traffic on the A6 rose by 24.4% that month.
The A5 motorway which serves commuter and suburban traffic was the motorway recording the lowest growth rate in the year under review, but it was also the one which had posted the lowest losses in the previous year.
Remaining motorways recorded positive changes, ranging from 3.1% on the A9 motorway to 5.8% on the A3 motorway.
Change in annual traffic per motorway
Analysis by class of vehicle As far as vehicle types are concerned, both light and heavy vehicle traffic posted positive growth rates, though heavy vehicle traffic growth was three times that posted by light vehicles (+11.7% vs. +4.2%). The breakdown of traffic per toll class thus shows a slight increase in Classes 3 and 4 traffic, contributing to a small increase in the percentage of heavy vehicles to 5.2% in 2014 from 4.9% in 2013.
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Traffic structure per toll class
Class 2013 2014 CL1 84.8% 83.5% CL2 10.4% 11.3% CL3 0.6% 0.7% CL4 4.2% 4.5%
Traffic structure by type of vehicle
2014 94.8% 5.2% Light Heavy 2013 95.2% 4.8%
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3 Financial Report
Operating income In 2014 operating income (not including revenue associated to construction servicing) rose by 5.9% to € 465.5M as follows:
€M 2013 2014 Var.
Toll revenues 427.5 451.1 5.5%
Service areas 8.6 8.9 3.6%
Other revenues 3.5 5.5 59.1%
Total 439.6 465.5 5.9%
The rise in toll revenues is directly related to the increase in traffic on BCR’s network. Over 70% of toll revenues were collected through the Via Verde automated toll collection system. The upward trend of this payment mechanism continues. There was also an increase in revenues stemming from unpaid tolls (administrative costs and fines), achieved with the help of the tax authorities. The Statement of Profit and Loss and Other Comprehensive Income includes an amount of € 11M under operating income and costs, corresponding to the recognition of income and expenses stemming from the acquisition of assets allocated to the concession. This was recorded so to comply with IAS 11 and article 14 of IFRIC 12. From a substantive and economic perspective, total operating income and costs to determine EBITDA and operating margins do not include income and expenses recognized pursuant to IAS 11.
Operating costs Operating costs for the year totalled € 283.2M, as follows:
€M 2013 2014 Var.
Supplies and Services 120.2 120.9 0.6%
Personnel costs 1.4 1.5 5.3%
Other costs 1.1 1.1 -0.9%
Sub-Total 122.7 123.5 0.7%
Amortization and Provisions 154.5 159.7 3.4%
Total 277.2 283.2 2.2%
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Supplies and Services include the sub-contracting of operation and maintenance services in the motorway network and electronic toll collection costs. As of 31 December 2014 the number of BCR employees remained unchanged at 14. Amortization and Provisions include a provision in the amount of € 25.1M net of reversals in the amount of € 8.9M set up pursuant to IFRIC 12 to fund future expenses connected with major repairs.
Financial results In 2014 BCR recorded net financial expenses of € 118.9M, € 6M less than the previous year.
€M 2013 2014 Var.
Interest income 4.8 4.2 -12.7%
Financial income 4.8 4.2 -12.7%
Interest paid 104.0 98.4 -5.3%
Other financial costs 26.2 24.6 -6.0%
Financial expenses 130.2 123.1 -5.5%
Investment income 0.5 0.0 -100.0%
Net Financial Results -124.9 -118.9 -4.8%
Financial income, derived from interest received on cash deposits, reached €4.2M, a decrease of € 0.6M compared to 2013, on account of the low rates offered by banks for deposits, despite an increase in deposits.
Financial costs decreased from € 130.2M to € 123.1M, driven mainly by interest expense, which fell by € 5.5M due to the combined effect of reduced debt and lower average margins, driven by the 2021 Bond issue.
Net Results Net income totalled € 41.8M, and profit before tax amounted to € 63.4M.
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Financial Position At the end of 2014 total net assets stood at € 3 155M, corresponding mainly to intangible assets allocated to BCR's motorway network. Equity totalled € 727M, and total liabilities were € 2 428M. Compared to 2013, total liabilities increased by € 48M whereas equity rose by € 40M.
Financial Debt Despite several years of economic decline, the financial markets have been supportive. In 2014, BCR strengthened its liquidity, reduced net debt and extended the maturity of its debt, following the bond issue of € 300M with maturity in 2021. As at 31 December 2014, BCR held commercial paper lines in a total amount of € 270M.
At the end of 2014, BCR’s net debt was € 1 798.6M, a reduction of € 175.2M compared to the previous year. At year end BCR's liquidity totalled € 138.7M, of which € 143.4M is placed in reserve accounts.
At 31 December 2014 gross debt totalled € 2 137.9M, i.e. € 25.4M more than at December 2013. The breakdown of gross debt according to instrument was as follows:
2013 2014 Change €M
Bonds 1 402.2 1 492.5 90.3 EIB 628.2 592.5 -35.7 Commercial paper 82.1 52.9 -29.2 Gross Debt (a) 2 112.5 2 137.9 25.4 Cash Resources 138.7 339.4 200.7 Net Debt 1 973.8 1 798.6 -175.2
(a) This amount corresponds to the nominal value of debt, which totalled €M 2 159.7 in 2014, net of accrued interest and expenses with loan issuing and placing, recognized according to the effective interest method throughout the life of the loans.
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Bonds In 2014 BCR issued a € 300M bond and repaid € 225M relating to a bond which became due in December. At the end of the year BCR had 6 bond issues with a total value of € 1 483.5M, on the following terms: Nominal Rate Maturity €M Bond 2015 63.5 6.400% 2015 Bond 2016 600.0 4.500% 2016 Bond 2018 300.0 6.875% 2018 Bond 2020 120.0 Ch. (Eur6M) 2020 Bond 2021 300.0 3.875% 2021 Bond 2032 100.0 6.000%* 2032
(*) Fixed interest rate of 6% in the first five years and remuneration indexed to the consumer price index (except for housing), from the sixth year to maturity.
Bank loans As far as bank loans are concerned, BCR is financed by one loan with the European Investment Bank (EIB), which has variable interest rate indexed to the 6-month Euribor rate. This loan amortises in fixed half-year instalments from June 2015 to December 2030.
At 31 December 2014 the amount outstanding under this loan totalled € 592.5M. The amount of commercial paper programmes outstanding as of the same date totalled € 52.4M.
Debt repayment profile 700
600 500 400 M € M 300 200 100 0
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All bond issues will be repaid in the next 7 years, except for the 2032 bond. Currently, from 2022 to 2030 BCR debt (to the EIB) will be repaid in fixed instalments. BCR keeps a close eye on the performance of financial markets so as to carefully select the most efficient financing options, namely those with longer average debt maturity in order to match its long term assets.
Fixed vs. Floating rates (2014)
30%
Fixed Variable 70%
At the end of 2014 BCR had approximately 70% of fixed interest rate debt and 30% floating interest rate debt. The weighted average cost of debt (including the impact of derivative financial instruments) was 4.06%.
BCR's ratings are “BBB” (Stable Outlook) from Fitch Ratings and “Baa3” (Stable Outlook) from Moody’s.
Agencies Rating Outlook
Moody’s Baa3 (Stable Outlook) Fitch Ratings BBB (Stable Outlook)
BCR's ratings were affected by the sharp fall in Portugal's rating, particularly in 2011, when Moody’s reduced the company's credit rating to sub-investment grade level. In 2014, as Moody’s recognised the increase in BCR traffic and the reduction of its debt, which led to an improvement in financial ratios to levels compatible with an investment grade rating, the company's rating was improved to Baa3. It should be noted that at the end of 2014 ratings awarded to BCR by the said agencies were above those of the Portuguese Republic (by one notch in Moody’s case and two
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notches in Fitch's case). The ratings highlight the company's financial solidity and strong financial structure, complying with a set of covenants designed to protect creditors.
On the other hand, BCR's creditworthiness is limited by various factors, one of which concerns the maintenance of a minimum rating Baa3/BBB-, which the company benefited as of 31 December 2014.
The company debt has four covenants, specifically Net Senior Debt/EBITDA, Historic ICR, Forward Looking ICR and CLCR, that must be kept within specific thresholds - one in the form of trigger event and the other in the form of event of default. As of 31/12/2014 these ratios were all within the stipulated levels, though headroom increased throughout the year, specifically as concerns the Net Senior Debt/EBITDA ratio, which fell from 6.44 at the end of 2013 to 5.38 at the end of 2014. i.e. below the 6.25 trigger event ceiling, and the Historic ICR ratio, which moved from 3.16 at the end of 2013 to 3.51 one year later, i.e. above the minimum 2.25 trigger event level.
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4 2015 Expectations
For 2015 BCR’s operating activities should follow the same trend as in 2014. Since toll rates remained unchanged, toll revenues are likely to evolve in line with expected growth in traffic. Operating costs should continue to be stable. As far as capital expenditure is concerned, it is expected to increase as result of two major widening works planned and several repair works in road surfacing and structures. BCR will work to maintain its strong financial position, assessing and implementing the most efficient financing solutions in light of the current and future situation.
5 Corporate Governance
With a view to ensuring the separation within the Brisa Group of those rights, obligations, assets and liabilities relating to the concession established according to Council of Ministers' resolution no. 198-B/2008 of 31 December, which is operated by BCR, the Company adopted a governance structure reflecting such independence.
CAPITAL STRUCTURE The Company's share capital is € 75 000 000 (seventy five million Euros) fully subscribed and paid up, divided into 15 000 000 (fifteen million) shares with a nominal value of € 5 (five Euros) each . There are no different classes of shares or rights . Each share corresponds to one vote and there are no voting restrictions. Shares are all indirectly held by BRISA Auto-Estradas de Portugal, S.A. via its 100% holding in BRISA-Concessão Rodoviária, S.G.P.S., S.A., which in its turn, holds 100% of BCR's share capital.
Limitations as to the transferability or ownership of the shares representing the share capital of BCR are those deriving from its concession contract. Under the terms of article 16, only the General Meeting has the powers to change the Company's Articles of Association.
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COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors of BCR is made up of 10 (ten) members, including three independent directors who must comply with the following requirements:
(a) they cannot carry out any executive duties in the Company;
(b) They are not covered by any of the incompatibility situations provided in paragraph one of Article 414-A of the Companies Code, except for the one provided in respective sub-paragraph b); and
(c) They cannot exercise nor have exercised any managing function (whether or not of executive nature) in any related party.
SPECIAL REQUIREMENTS OF INDEPENDENT DIRECTORS
Paragraph 1 of article 414-A of the Companies Code establishes the incompatibility regime applicable to supervising bodies, which is particularly demanding. Namely, independent directors cannot: a) benefit from private advantages provided by the company; b) Not applicable. c) be members of the managing boards of any company under a parent- subsidiary or group relationship with the supervised company; d) be members of any corporation holding control over the supervised company; e) directly or indirectly provide services or hold a material commercial relationship with the supervised company or any company holding a control or group relationship with the latter; f) hold office in a competing company or exercise competing activity on behalf of the latter or be bound in any way to the interests of a competing company; g) be spouses, relatives and kin in direct lineage up to and including the third lineage, in the collateral line, of persons prevented under the terms of paragraphs a), c), d) and e) above, as well as spouses of the persons covered by provisions in paragraph e);
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h) perform management or supervising functions in five companies other than law firms, statutory auditing firms and statutory auditors, the latter being subject to provisions in article 76 of Decree-law 487/99 of 16 November; i) be statutory auditors presenting other incompatibilities according to the relevant legislation; j) be persons who are banned, incapacitated, insolvent, bankrupt or sentenced to penalties involving the prohibition, even if temporary, of performing public functions.
SPECIFIC POWERS Financing contracts entered by BCR provide that: a) All contracts with related parties which BCR may enter, renew, revoke or alter shall be approved by at least 2 of the 3 independent directors; b) The general meeting shall only approve dividend payment proposals that were previously approved by at least 2 of the 3 independent directors referred to above; The Board of Directors has no powers to decide on any share capital increase.
FUNCTIONING OF THE BOARD OF DIRECTORS In addition to requiring at least 3 independent directors as mentioned above, the composition of the Board of Directors is not subject to any other requirement; respective members are appointed as provided in the Companies Code. Manuel Eduardo Henriques de Andrade Lamego is the managing director with powers to manage the current affairs of BCR, within the scope of the general policies approved by the Board of Directors.
The powers delegated to the managing director are as follows: I - Jointly with another director or attorney-in-fact duly mandated for the purpose: a) Open, operate and close bank accounts; b) Accept, draw, endorse and pay bills of exchange, cheques and invoice statements of accounts held by BCR; c) Deposit cash in bank accounts held by BCR with banks and other credit institutions;
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d) Under the terms specifically established by the BA, take out and repay loans with banks and other credit institutions in Portugal and/or abroad. e) Enter, revoke, terminate, rescind or cease, in any way and at any title, insurance, leasing or long term rental contracts. II - Separately: a) Within the limits of his financial powers, authorise payments, correct and settle accounts with debtors and creditors; b) Sign, dispatch and receive correspondence; c) Pay taxes and duties, namely to the Treasury (Direcção Geral do Tesouro e Finanças) and Social Security (Instituto de Gestão Financeira da Segurança Social), claim undue payments and receive cancellation letters and respective amounts; d) Issue receipts and give discharge; e) See to the performance of any relevant registrations with respective land, commercial and industrial registrar offices, requesting annotations and cancellations; f) Sign any document that may be required to retrieve from postal office or railway office or any other any postal order or registered mail or any other mail addressed to BCR; g) Hire and exercise disciplinary, managing and supervision authority over BCR personnel and represent BCR in its relations with its employees; h) Prepare and submit to the Board of Directors, in a timely manner, all elements required for the resolutions to be taken by the Board, according to the Agenda of respective meeting; i) Inform the Board of Directors of matters requiring technical studies or special services; j) Act on behalf of BCR before any Ministry, General Directorate, Government department, municipal council and any other public or private office or entity; k) Carry out the financial, operational, business, administrative, advertising and promotional management of BCR; and l) Represent BCR in court or otherwise, as plaintiff or defendant, bring and keep abreast of legal proceedings, accept responsibility and withdraw from or compromise such lawsuits, and enter into arbitration agreements.
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Under the terms of the Companies Code, in companies with BCR's governance model (board of directors and audit board), it falls to shareholders assembled in general meeting to submit proposals for the appointment and replacement of members of the board of directors and the audit board. There is no statutory restriction to the submittal of proposals and election of these two bodies. In case of resignation or definitive impediment of a director during the course of his mandate, the Board of Directors will co-opt a new member, subject to the approval of the first general meeting occurring after the co-option concerned.
REMUNERATION In 2014 remuneration of the members of BCR Board of Directors was as follows:
Name Fixed Variable Benefits Total
Vasco Maria Guimarães José de Mello* - - - - João Pedro Stilwell Rocha e Melo* - - - - João Pedro Ribeiro de Azevedo Coutinho* - - - - António José Lopes Nunes de Sousa* - - - - Daniel Alexandre Miguel Amaral* ---- Michael Gregory Allen* ---- Manuel Eduardo Henriques de Andrade Lamego** 243 402 51 195 12 608 307 205 Miguel Athayde Marques*** 70 541 0 0 70 541 João Filipe Maia de Lima Mayer*** 70 541 0 0 70 541 Emanuel José Leandro Maranha das Neves*** 70 541 0 0 70 541
Total (in €) 455 025 51 195 12 608 518 828
*Under the terms of Company's internal policy, the directors of BRISA Auto-Estradas de Portugal, S.A. are not entitled to any additional remuneration for the performance of management duties in the Group's ** Managing director *** Independent directors Non executive directors do not earn any remuneration for carrying out their duties and responsibilities.
AUDIT BOARD At the General Meeting held on the 26 th November 2013 shareholders decided to appoint an Audit Board in replacement of the existing Sole Auditor structure.
In 2014 remuneration of the members of BCR Audit Board was as follows:
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Name Fixed Francisco Xavier Alves 59 432 Joaquim Patrício Silva 36 319 Tirso Olazabal Cavero 38 583 Total (in €) 134 334
6 Risk Management - goals and policies
The Risk Management Policy is established at Group level, involving directly the governing bodies of the various companies of the Brisa Group, as well as all remaining corporate structures. Risk Management aims at ensuring a sustainable business, safeguarding the Group's values, based on best practices, leveraging on internal know-how to efficiently manage the risks to which the Group is exposed, namely in the environmental, legal, financial and operational fields. Risk management is a cornerstone of corporate governance. As such, it is part of Brisa’s culture and management processes; therefore, employees have the responsibility to mitigate risks, minimize their impact and identify improvement and/or return opportunities, where possible. In this context, BCR's risk management policy is an intrinsic part of the integrated risk management system of the Brisa Group, which is based on an integrated, structured, systematised and transversal model designed according to the internationally recognised method COSO ( Committee of Sponsorship Organizations of the Treadway Commission ), which views to ensure the use of the best Corporate Governance practices at the following levels: - Fixing of strategic goals in terms of risk taking; - Aligning of the risks effectively incurred with the group's strategic option; - Identification of the main risks associated with the group's activities and respective causes; - Analysis and measuring of the impact and likelihood of occurrence of each potential risk;
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- Establish mechanisms to implement the risk management measures adopted and follow their efficiency; - Adoption of internal information and communication mechanisms for the various components of the system, as well as risk alerts; - Regular assessment of the system implemented and adoption of changes deemed necessary.
To this end, the Group implemented an integrated risk management tool based on the aspects referred to above, in order ensure the convergence of risk management with strategic planning.
This integrated risk management system allows to annually review and assess the main risks in the Brisa Group business portfolio, in order to determine the measures to control and/or mitigate such risks. This is particularly relevant in the present environment, which remains economically and financially unstable, as it will allow for a sustained development of the Group, from a strategic point of view.
In accordance with the governance model adopted by BCR - consisting of a board of directors and an audit board, these two bodies play a crucial role in the creation and monitoring of internal control and risk management systems, assessing their operation and adjusting them to corporate needs. BCR internal control system is designed to ensure a financial reporting of high quality standard. To this end, the preparation and disclosure of the company's financial information follows specific rules; the financial information is reviewed on a regular and systematic basis by BCR's management, under the control of the Audit Board. Following the risk assessment carried out pursuant to the system described above, the following major risk groups likely to affect BCR's normal business development were identified:
Operational Risks BCR is a leading company in the road and transport sector; as such, risk management is a crucial tool for a sustainable development of its operations.
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As part of its strategy, the Group strives to identify operating risks and define management measures to mitigate them, so as to face a continuously changing and increasingly demanding and globalised world, where prevention is crucial. These activities help to establish mitigating measures in line with current business needs, and to act ahead to prevent potentially risky situations. In terms of Occupational Health and Safety, the Brisa Group has a specialised structure, which supervises and ensures central and local coordination of the health and safety plans associated to risk activities.
Regulation & Compliance Risks Road concession operation is subject to very specific and comprehensive regulations. Hence, the risk stemming from regulatory changes is particularly relevant. The Legal Department follows the regulatory evolution of BCR's activities closely, suggesting legal steps and solutions deemed suited to the normal development of the company's operations, in accordance with the legal framework in force at any time. We point out the work developed over the last few years viewing the convergence of procedures and practices to new road safety requirements.
Environmental Risks Environmental management throughout design, construction and operation phases is a crucial element of the risk management system at Group level. Measures to identify environmentally risky situations have long been carried out to allow taking preventive actions and mitigate impacts, in the light of the environmental policy followed by BCR and the Brisa Group at all levels. This environmental risk management includes eco-efficiency measures, which is a way of integrating environmental risk management throughout the value chain, i.e. in terms of impacts on the environment and the management of related costs and benefits. The existence of environmentally certified companies according to ISO 14001 standards, which are internationally recognized as guidelines for corporate environmental management, and the adoption by the Group of its own specific guidelines (Environmental Policy Statement), eco-efficiency criteria, quantitative goals for environmentally critical indicators, in addition to a Sustainability
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Management Information System, all strengthen the Group's strict standards as it continuously seeks improvement and a sustainable business performance.
Information systems risk The Information Systems area is a crucial instrument for sustained growth, given the continuous technological innovation and its contribution to improving efficacy and efficiency in business processes. The laying down of a medium / long-term risk management strategy in information systems, including a Disaster Recovery solution, which by definition, is closely related to business processes, allows to significantly reduce the risk of operating losses in those circumstances. At the same time, it ensures the efficacy of investments made and allows for a quick reaction in the event of sudden changes in business environment. The systematic and parallel development of activities in multiple areas, including areas relating to safety of information and resilience to failures in infrastructures, has also provided greater efficiency in handling this type of risks. As far as internal controls and information supporting processes are concerned, systems are constantly reassessed, based on the best practices in this area, namely the ITIL framework. Amongst the activities developed in 2014 with a relevant influence in the mitigation of these risks, the Company continued to strengthen its corporate policy in terms of information systems. As result, following a critical assessment of the systems and applications which support the Group's business processes - known as Business Impact Analysis (BIA), Brisa tested the Disaster Recovery Solution, thus ensuring that in the event of Disaster, the Group will have all the information means required to continue operating.
Financial Risks As with the majority of companies, BCR is exposed to a number of financial risks deriving from its business activity. These include: liquidity and interest rate risk deriving from its financial liabilities; and, counterparty risk to which the Company is exposed as it contracts interest rate risk hedging operations and manages its treasury surpluses.
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Following the spin-off and ring-fencing of BCR, the financial risks to which BCR is subject were strongly mitigated thanks to the implementation of an innovative financial structure. Note that BCR financial structure follows a risk hedging policy with its own risk management requirements and guidelines, including, for instance, a minimum ratio of fixed rate debt, non existence of significant non-hedged foreign exchange exposure, as well as a minimum financial solidity (according to ratings) required from counterparties to enter into financial operations. Even against an adverse macroeconomic background, BCR has secured access to credit, reinforcing its liquidity position and mitigating refinancing risk.
7 Final Note
Under the terms of paragraph 1-c) of article 245 of the Securities Code, and in compliance with legal and statutory provisions, the Board of Directors hereby submits to the consideration of shareholders the condensed financial statements and management report relating to 2014, in the firm belief that, to the best of its knowledge, the information contained therein was prepared in accordance with the relevant accounting standards, providing a true and fair view of the assets and liabilities and the financial situation of the issuer and that the management report contains a faithful account of the information required.
São Domingos de Rana, 12 March 2015.
The Board of Directors Vasco Maria Guimarães José de Mello (chairman)
João Pedro Stilwell Rocha e Melo
João Pedro Ribeiro de Azevedo Coutinho
António José Lopes Nunes de Sousa
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Daniel Alexandre Miguel Amaral
Manuel Eduardo Henriques de Andrade Lamego
Michael Gregory Allen
Miguel José Pereira Athayde Marques
João Filipe Maia de Lima Mayer
Emanuel José Leandro Maranha das Neves
8 Proposal for the appropriation of results
Results for 2014 show a positive balance of € 41,836,240.59. Pursuant to the relevant legal and statutory provisions, namely article 24 of the By- laws, the Board of Directors decided to approve two proposals to be submitted, separately and consecutively, to the consideration of the Annual General Meeting, as follows:
1. Proposal for the Appropriation of 2014 Net Profit The net income statement for 2014 shows a positive balance of € 41,836,240.59. The Board of Directors proposes the following appropriation of the net income: Legal Reserve (5%) € 2,091,812.03 Distribution by way of dividends € 39,744,428.56
2. Proposal for the distribution of free reserves Taking into account the prospects for the continued positive evolution of BCR business, combined with adequate shareholder remuneration, the Board of Directors proposes the distribution of free reserves in the amount of €122,653,294.25
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9 Financial Statements
Statement of Financial Position as of 31 December 2013 and 2014 (amounts in Euro) Notes 2014 2013
Non-current assets: Tangible fixed assets 10 11 917 837 14 943 925 Intangible assets 11 2 712 921 458 2 829 609 583 Advances to be forwarded as tangible fixed assets 10 64 609 - Deferred tax assets 12 51 952 030 49 854 844 Other non current assets - 3 750 000 Total non-current assets 2 776 855 934 2 898 158 352
Current assets: Inventories 1 587 1 521 Trade and other receivables 13 27 325 462 23 401 930 Other current assets 14 11 590 840 6 245 610 Cash and cash equivalent 15 339 363 079 138 748 003 Total current assets 378 280 968 168 397 064
Total assets 3 155 136 902 3 066 555 416
Shareholders' equity: Share capital 16 75 000 000 75 000 000 Supplementary capital 17 126 302 678 126 302 678 Share premiums 16 354 744 809 354 744 809 Legal reserve 18 6 862 787 5 486 213 Other reserves 18 122 653 294 97 798 369 Net profit for the year 41 836 241 27 531 474 Total shareholders' equity 727 399 809 686 863 543
Non-current liabilities: Loans 19 1 955 956 750 1 750 249 637 Provisions 21 143 770 720 133 346 132 Other non current liabilities 22 58 543 235 62 555 377 Total non-current liabilities 2 158 270 705 1 946 151 146
Current liabilities: Provisions 21 21 265 845 14 156 824 Trade payables 27 23 713 779 12 321 575 Loans 19 181 971 954 362 263 167 Suppliers of investment 12 311 031 12 826 239 Other accounts payable 27 14 325 392 16 887 731 Other current liabilities 23 15 878 387 15 085 191 Total current liabilities 269 466 388 433 540 727
Total liabilities and equity 3 155 136 902 3 066 555 416
The accompanying notes form an integral part of the statement of financial position for the period ended 31 December 2014.
The Accountant, no. 62018 THE BOARD OF DIRECTORS
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Statement of profit and loss and other comprehensive income as of 31 December 2013 and 2014 (amounts in Euro)
Notes 2014 2013
Operating income: Rendered Services 3 460 015 151 436 089 957 Other operating income 3 5 522 302 3 471 594 Income associated to construction service 3 10 950 343 14 703 503 Total operating income 476 487 796 454 265 054
Operating expenses: Supplies and services 4 ( 120 914 471) ( 120 175 716) Personnel costs ( 1 466 953) ( 1 393 470) Provisions, amortisation, depreciation, adjustments and reversals 10, 11, 20 and 21 ( 159 735 759) ( 154 537 020) Tax ( 963 425) ( 887 530) Other operating expenses ( 115 175) ( 201 230) Expenses associated to construction service 3 ( 10 950 343) ( 14 703 503) Total operating expenses ( 294 146 126) ( 291 898 469)
Operating Results 182 341 670 162 366 585
Financial expenses 6 ( 123 070 134) ( 130 183 108) Financial income 6 4 168 705 4 774 240 Investment income 6 - 492 817 Profit before tax 63 440 241 37 450 534
Income tax 7 ( 21 604 000) ( 9 919 060) Net profit for the year 41 836 241 27 531 474
Other income and expenses recognised under Shareholders' Equity which will be reclassified to results: Increase/(decrease) in the fair value of financial instruments 24 ( 1 299 975) 4 322 750 Income recognised directly in shareholders' equity ( 1 299 975) 4 322 750
Total net profit and loss and other comprehensive income for the year 40 536 266 31 854 224
Earnings per share: Basic 8 2.79 1.84 Diluted 8 2.79 1.84
The accompanying notes form an integral part of the results and other comprehensive income for the year ended 31 December 2014.
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Statement of changes in shareholders' equity as of 31 December 2013 and 2014 (amounts in Euro)
Share Result Supplementary issue of Reserve Other profit Notes Share capital capital contributions Shares legal Reserves for the year Total
Balance at 01 January 2013 75 000 000 126 302 678 354 744 809 4 099 461 67 127 321 27 735 051 655 009 320
Net profit for 2013 - - - - - 27 531 474 27 531 474 Increase/(decrease) in the fair value of financial instruments net of tax 24 - - - - 4 322 749 - 4 322 749 Total net profit and loss and other comprehensive income for the year - - - - 4 322 749 27 531 474 31 854 223
Appropriation of net profit for 2012: Transferred to legal reserve 9 - - - 1 386 752 - ( 1 386 752) - Transferred to other reserves 9 - - - - 26 348 299 ( 26 348 299) - Balance at 31 December 2013 75 000 000 126 302 678 354 744 809 5 486 213 97 798 369 27 531 474 686 863 543
Balance at 01 January 2014 75 000 000 126 302 678 354 744 809 5 486 213 97 798 369 27 531 474 686 863 543
Net profit for 2014 - - - - - 41 836 241 41 836 241 Increase/(decrease) in the fair value of financial instruments net of tax 24 - - - - ( 1 299 975) - ( 1 299 975) Total net profit and loss and other comprehensive income for the year - - - - ( 1 299 975) 41 836 241 40 536 266
Appropriation of net profit for 2013: Transferred to legal reserve 9 - - - 1 376 574 - ( 1 376 574) - Transferred to other reserves 9 - - - - 26 154 900 ( 26 154 900) - Balance at 31 December 2014 75 000 000 126 302 678 354 744 809 6 862 787 122 653 294 41 836 241 727 399 809
The accompanying notes form an integral part of the statement of changes in shareholders' equity for the year ended 31 December 2014.
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Cash Flow Statement as of 31 December 2013 and 2014 (amounts in Euro)
Notes 2014 2013 OPERATING ACTIVITIES: Cash receipts from clients 443 079 838 419 073 526 Cash paid to suppliers ( 105 954 501) ( 102 980 277) Cash paid to personnel ( 1 449 667) ( 1 513 790) Flows generated by operations 335 675 670 314 579 459
Income tax received/paid ( 23 107 088) 9 837 564 Payments for the replacement of infrastructures ( 17 318 941) ( 8 911 778) Other receipts/(payments) relating to operating activities 5 333 475 1 802 953 Net cash from operating activities (1) 300 583 116 317 308 198
INVESTING ACTIVITIES: Cash receipts relating to: Other investments 6 - 34 000 000 Tangible and intangible fixed assets 2 052 639 81 400 Interest and similar income 3 214 748 5 332 265 5 267 387 39 413 665 Cash payments relating to: Tangible and intangible fixed assets ( 14 820 837) ( 16 668 708) Net cash from investing activities (2) ( 9 553 450) 22 744 957
FINANCING ACTIVITIES: Cash receipts relating to: Borrowings 725 375 000 264 000 000
Cash payments relating to: Borrowings ( 720 985 409) ( 636 985 409) Interest and similar costs ( 89 639 037) ( 98 519 282) Derivative financial instruments ( 5 165 143) ( 6 116 985) ( 815 789 589) ( 741 621 676) Net cash from financing activities (3) ( 90 414 589) ( 477 621 676)
Variation in cash and cash equivalents (4) = (1) + (2) + (3) 200 615 077 ( 137 568 521)
Cash and cash equivalents at the beginning of the year 15 138 747 797 276 316 318 Cash and cash equivalents at the end of the period 15 339 362 874 138 747 797
The accompanying notes form an integral part of the cash flow statement for the year ended 31 December 2014.
The Accountant, no. 62018 THE BOARD OF DIRECTORS
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10 Notes to the Financial Statements
As of 31 December 2014 (Amounts in Euro)
1. INTRODUCTION
BRISA Concessão Rodoviária, S.A. (the “Company” or “BCR”), previously called MCall – Serviços de Telecomunicações, S.A., was set up in 2001. Since 30 April 2010, as result of the splitting off of the call centre business unit into a new company and subsequent change in the company's articles of association, its main object is now the construction, maintenance and operation of motorways and respective service areas pursuant to a concession contract, and the planning and development of social equipment infrastructures.
The above mentioned split-off was carried out in April 2010, with accounting effect as of 1 January 2010, following the separation of the property relating to the call centre services.
On 22 December 2010 the Company, which is included in the consolidation perimeter of the Brisa Group, was assigned by Brisa - Auto-Estradas de Portugal, S.A. (“BAE”) its position in the concession contract approved by Council of Ministers Resolution no. 198-B/2008, of 31 December (“Brisa Concession”). This operation was followed by the assignment by BAE of a set of assets and liabilities allocated to Brisa Concession by means of contributions in kind for the realization of a share capital increase that took place on 22 December 2010.
The bases of Brisa Concession were established pursuant to Decree-law 467/72 of 22 November, namely the construction, maintenance and operation of motorways. Since then, the concession bases have been reviewed in several occasions, with the introduction of changes laid down in the clauses of the concession contract.
Decree-Law 294/97 of 24 October, Decree-Law 287/99, of 28 July, Decree-Law 314 A/2002, of 26 December, and Decree-Law 247-C/2008, of 30 December approved the bases of the concession currently in force, which are described below given their importance and impact on the Company's financial and economic situation:
• The total length of the motorway network operated under concession was fixed at 1100 kilometres. Except for the access to the new airport, the length of which will depend on the location of the future airport, the rest is fully operational. All motorways are tolled except for 86 kilometres.
• The term of the concession was fixed at 31 December 2035 and tangible and intangible fixed assets directly related to the concession as recognized in the financial statements, will revert to the State at the end of the period.
• The Company's minimum share capital is 75 million Euros.
• In the last 5 years of the concession the State may terminate it against compensation payable to the Concessionaire.
The supervision of the concession falls to the Ministry of Finance in what concerns financial matters and to the ministry with tutelage over the road sector as concerns remaining issues.
2. MAIN ACCOUNTING POLICIES
2.1. Basis of presentation
The accompanying financial statements were prepared on a going concern basis from the Company's books and accounting records, restated to International Financial Reporting Standards, effective for the year beginning 01 January 2014, as adopted in the European Union. Such standards include the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), the International Accounting Standards (“IAS”) issued by the Accounting Standards Committee (“IASC”) and the respective interpretations – SIC and IFRIC issued by the International Financial Reporting Interpretation Committee (“IFRIC”) and Standing Interpretation Committee (“SIC”). These standards and interpretations are hereinafter referred to collectively as “IFRS”.
Adoption of new standards and interpretations, amended or revised
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The following standards, interpretations, amendments and revisions endorsed by the European Union with mandatory application in financial years starting on or after 01 January 2014, resulting in an impact on the Group’s financial statements, were adopted for the first time in the year ended 31 December 2011:
Effective date (years beginning on or Standard/Interpretation after)
IFRS 10 – Consolidated Financial 01/01/2014 This standard establishes the requirements for the presentation of Statements consolidated financial statements by the parent company, replacing in this respect, Standard IAS 27 - Separate and Consolidated Financial Statements and SIC 12 - Consolidation - Special Purpose Entities. This standard further introduces new rules concerning the definition of control and determination of the consolidation perimeter.
IFRS 11 - Joint arrangements 01/01/2014 This standard supersedes IAS 31 – Joint Undertakings and SIC 13 – Jointly Controlled Entities – Non Monetary Contributions by Venturers, and eliminates the possibility of using the proportional consolidation method in accounting for interests in joint ventures.
IFRS 12 – Disclosure of interests in 01/01/2014 This standard establishes a new set of disclosures relating to holdings in other entities subsidiaries, joint arrangements, associates and non consolidated entities.
IFRS 10 and IFRS 12 - Amendment 01/01/2014 This amendment provides an exception to the consolidation requirements
IFRIC 21 – Levies 01/01/2014 This interpretation establishes the obligating event for the recognition of a liability as the activity that triggers the payment of the levy (for instance, participation in a certain market) and removes guidance on determining whether a liability to pay a levy gives rise to an asset or expense. Effective date (years beginning on or Standard/Interpretation after)
IAS 27 – Separate financial statements 01/01/2014 This amendment restricts the scope of application of IAS 27 to separate financial statements.
IAS 28 – Investments in associates and 01/01/2014 This amendment ensures consistency between IAS 28 – Investments in joint ventures (2011) Associates and the recently adopted standards, namely IFRS 11 – Joint Arrangements.
IAS 32 – Amendment ( offsetting 01/01/2014 This amendment clarifies certain aspects of the standard concerning the financial assets and financial liabilities) application of offseting requirements for financial assets and liabilities.
IAS 36 - Amendment (Recoverable 01/01/2014 This amendment eliminates disclosure requirements as to the recoverable amounts disclosures) amount of a cash-generating unit with goodwill or intangible assets with indefinite useful life allocated in periods during which no impairment loss or reversal was recorded. It introduces additional disclosure requirements concerning assets in relation to which an impairment loss or reversal was recorded and the recoverable amount of which was determined based on the fair value less costs to sell .
IAS 39 - Amendment (Novation of 01/01/2014 This amendment allows for the continuation ofhedge accounting in certain derivatives and continuing hedge circumstances in which a hedging instrument is novated. accounting)
Non adopted new standards and interpretations, amended or revised
Until the date of approval of these financial statements, the European Union endorsed the following standards the application of which is mandatory in future financial years:
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Effective date (years beginning on or Standard/Interpretation after)
Improvements in international financial 01/01/2015 These improvements involve the clarification of aspects relating to IFRS 1 reporting standards (2011-2013 cycle) – First-time adoption of International Financial Reporting Standards, IFRS 3 – Business Combinations, IFRS 13 – Fair Value Measurement and IAS 40 – Investment Property
These standards, although endorsed by the European Union, were not adopted by the Company in the year started at 31 December 2014 as their application is still not mandatory.
The following standards, interpretations, amendments and revision the adoption of which is mandatory in future financial years were not endorsed by the European Union as of the date of these financial statements:
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Standard/Interpretation
IFRS 9 - Financial instruments (2009) and This standard is included in the revision of IAS 39 and establishes the requirements subsequent amendments for the classification and measurement of financial assets and liabilities and the application of hedging accounting rules..
IFRS 14 – Regulated assets This standard establishes reporting requirements for first-time adopters of IFRS/IAS applicable to regulated assets.
IFRS 15 – Revenue from contracts with This standard introduces a revenue recognition structure based on principles and a customers model applicable to all contracts with customers.
Amendment to IFRS 11 - Joint This amendment clarifies the IFRS 3 applicable when an investor acquires an arrangements interest in a jointly controlled entity consisting of a business as defined in the said standard. The IFRS 3 will apply on the acquisition of the initial interest and subsequent interests.
Amendments to IAS 16 – Fixed Tangible These amendments clarify which are the depreciation methods for tangible and Assets and IAS 38 – Intangible Assets intangible assets permitted.
Amendments to IAS 16 – Fixed Tangible These amendments establish that biological assets falling within the definition of Assets and IAS 40 – Investment Property bearing plants must be accounted for as tangible assets. (land and/or buildings)
Amendment to IAS 19 - Employee This amendment clarifies in which circumstances employees contributions to post- benefits employment benefits are a reduction in the cost with short-term benefits.
Amendments to IFRS 10 – Consolidated These amendments eliminate a conflict between the said standards, concerning Financial Statements and IAS 28 – the sale or asset contribution between the investor and the associate or jointly Investments in Associates and jointly controlled entity. controlled entities (2011)
Amendment to IAS 27 – Separate financial This amendment introduces the possibility of applying the equity method in the statements (2011) valuation of investments in subsidiaries, associates and jointly controlled entities in separate financial statements of a company preparing consolidated financial statements.
Amendments to IFRS 10 – Consolidated These amendments clarify several aspects concerning the application of a Financial Statements, IFRS 12 - consolidation exception by investment entities. Disclosure of interest in other entities and IAS 28 – Investments in Associates and jointly controlled entities (2011)
Amendment to IAS 1 – Presentation of This amendment introduces a set of indications and guidelines viewing to improve Financial Statements (Disclosures) and simplify disclosures in the context of current IFRS requirements.
Improvements in international financial These improvements involve the revision of several standards. reporting standards (2010-2012 and 2012- 2014 cycles)
The financial statements were prepared in accordance with the historical cost convention, except in the case of financial instruments. Following is a summary of the main accounting policies adopted.
2.2. Intangible assets
Intangible assets, which comprise essentially contractual rights and costs incurred on specific projects with future economic value, are stated at cost less accumulated amortisation and impairment losses. Intangible assets are only recognised if it is probable that they will produce future economic benefits for the Company, they are controllable by the Company and their value can be determined reliably.
Internally generated intangible assets, namely current research and development costs, are recognised as costs when incurred.
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Amortisation of such assets is provided on a straight-line basis as from the date the assets start being used, in accordance with the period the Company expects to use them.
Intangible assets directly related to Brisa Concession are amortised until the end of the concession contract, presently fixed at 31 December 2035.
Intangible assets which are expected to generate future economic benefits for an unlimited period are known as intangible assets of undefined useful life. Such assets are not amortised but are subject to annual impairment tests.
2.3. Tangible fixed assets
Tangible fixed assets used in rendering services or for administrative use are stated at cost, including expenses incurred with their purchase, less accumulated depreciation and, where applicable, impairment losses.
Depreciation of tangible fixed assets is provided on a straight-line basis over their estimated useful lives, as from when the assets become available for their intended use, in accordance with the following estimated periods of useful life:
Years of useful life
Buildings and other constructions 10 Basic equipment 1 to 20 Transport equipment 3 to 6 Tools and utensils 4 Administrative equipment 1 to 10
Tangible fixed assets directly related to the concession will revert to the concession grantor at the term of the concession contract. They are amortized throughout their estimated useful lives up to the end of the concession period.
2.4. Leasing
Lease contracts are classified as: (i) finance leases, if all the benefits and risks of ownership are substantially transferred pursuant to them; and (ii) operating leases, if all the benefits and risks of ownership are not substantially transferred pursuant to them.
Leases are classified as finance or operating leases based on the substance and not form of the contract.
Fixed assets acquired under finance lease contracts as well as the corresponding liabilities are recorded in accordance with the financial method, where fixed assets, corresponding accumulated depreciation and liabilities are recognised in accordance with the contracted financial plan. In addition, interest included in lease instalments and depreciation of tangible fixed assets are recognised as expenses in the statement of profit and loss and other comprehensive income for the year they concern.
In the case of operating leases, lease instalments are recognised as expenses in the statement of profit and loss and other comprehensive income on a straight-line basis over the period of the lease contract.
2.5. Impairment of non-current assets
Impairment assessments are made as of the date of the statement of financial position and whenever an event or change in circumstances is identified that indicates that the book value of an asset may not be recovered. Where such indications exist, the Company will determine the recoverable value of the asset, so as to determine the possible extension of the impairment loss.
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In situations in which the individual asset does not generate cash-flows independently of other assets, the estimated recoverable value is determined for the cash generating unit to which the asset belongs..
Whenever the book value of an asset exceeds its recoverable amount, an impairment loss is recognised by charge to the statement of profit and loss and other comprehensive income, under caption “Provisions, amortisation, depreciation, adjustments and reversals”.
The recoverable amount is the higher of the net selling price (selling price less costs to sell) and the usable value of the asset. Net selling price is the amount that would be obtained from selling the asset in a transaction between knowledgeable independent entities less the costs directly attributable to the sale. Usable value is the present value of the estimated future cash flows resulting from the continued use of the asset and sale thereof at the end of its useful life. The recoverable amount is estimated for each asset individually or, where this is not possible,, the unit generating the cash flows to which the asset belongs.
Impairment losses recognised in prior years are reversed when there are indications that such losses no longer exist or have decreased. The reversal of impairment losses is recognized in the statement of profit and loss and other comprehensive income as "Provisions, amortisation, depreciation, adjustments and reversals". However, impairment losses are reversed up to the amount that would have been recognised (net of amortisation) if the impairment loss had not been recorded in prior years.
2.6. Financing costs
Loan costs are recognised in the statement of profit and loss and other comprehensive income for the period to which they relate.
Costs incurred on loans obtained directly to finance the acquisition, construction or production of tangible and intangible fixed assets are capitalised as part of the cost of the assets. Such costs are capitalised as from the beginning of the preparation for construction or development of the assets and ends on the date such assets are available for use or when the project in question is suspended. Any financial income generated by loans obtained in advance to finance specific capital expenditure is deducted from the capital expenditure subject to capitalisation.
2.7. Result of operations
Operating results include all operating expenses and income, whether recurring or not, including restructuring expenses and expenses and income relating to operating assets (tangible fixed assets and intangible assets). These results do not include therefore, net financing expenses and income taxes.
2.8. Provisions
Provisions are recognised when, and only when, the Group has an obligation (legal or implicit) resulting from a past event, under which it is probable that it will have an outflow of resources to resolve the obligation and the amount of the obligation can be reasonably estimated. At each the date of each statement of financial position provisions are reviewed and adjusted to reflect the best estimate as of that date.
The amount recognised as provisions consists of the present value of the best estimate on reporting date of the resources required to settle the obligation. This estimate is determined taking into account the risks and uncertainties surrounding the obligation.
In particular, provisions are set up to face contractual obligation for maintaining or repairing infrastructures operated under the concession agreements requiring a specific level of service. These provisions are calculated based on planned intervention programs, namely in what concerns road resurfacing.
2.9. Financial instruments
Financial assets and liabilities are recognised when the Company becomes a party to the contractual relationship.
Cash and cash equivalent
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Amounts included in caption “Cash and cash equivalents” include cash, bank deposits, term deposits and other treasury applications maturing in less than three months and which can be immediately withdrawable with insignificant risk of change.
Caption “Cash and cash equivalents” in the cash flows statement also includes bank overdrafts, reflected in the statement of financial position in the caption “Loans”.
Held to maturity investments
Held-to-maturity investments are classified as non current assets, except if they mature in less than twelve months from the statement of financial position, including investments with a defined maturity date for which there is no intention or capacity to hold up to that date.
Held-to-maturity investments are recorded at capitalised cost based on the effective interest rate, less repayments of principal and interest income.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified in accordance with the substance of the contract, independently of its legal form. Equity instruments are contracts that reflect a residual interest in the Company’s assets after deduction of the liabilities.
Equity instruments issued by the Company are recorded at the amount received net of costs incurred for their issuance.
Financial assets and liabilities at amortised cost
Financial assets and liabilities at amortised costs, deducted of any accumulated impairment losses include: − Accounts receivable; − Accounts payable.
The amortised cost is the amount at which a financial asset or liability is measured at initial recognition, less principal repayments, and plus or minus cumulative amortisation, using the effective interest rate method, of any difference between such original amount and the amount at maturity. The effective interest rate is the rate that discounts estimated future payments or receivables to the net amount recognized in the financial asset or liability.
Derivative financial instruments and hedge accounting
The Company has the policy of contracting derivative financial instruments to hedge the financial risks to which it is exposed as a result of changes in interest rates. The Company does not contract derivative financial instruments for speculation purposes.
The Group contracts derivative financial instruments in accordance with internal policies approved by the Board of Directors.
Derivative financial instruments are measured at their fair value. The method for recognising them will depend on the nature and purpose of the transaction.
Hedge accounting
Derivative financial instruments are designated as hedging instruments in accordance with provisions of IAS 39, as to their documentation and effectiveness.
Changes in the fair value of derivative instruments designated as fair value hedges are recognised in the income statement for the year, together with changes in the fair value of the asset or liability subject to that risk.
Changes in the fair value of derivative financial instruments designated as cash flow hedging instruments are recorded in caption “Other reserves” as concerns their effective component and in the income statement as concerns their non-effective component. The amounts recorded under “Other reserves” are transferred to the income statement in the year in which the effect on the hedged item is also reflected in the income statement.
Hedge accounting is discontinued when the hedging instrument matures or is sold or exercised or when the hedging relationship ceases to comply with requirements of IAS 39.
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Trading instruments
Changes in the fair value of derivative financial instruments which are contracted for financial hedging purposes in accordance with the Company's risk management policies, but do not comply with requirements of IAS 39 to qualify for hedge accounting, are recorded in the statement of profit and loss and other comprehensive income for the year in which they occur.
Fair value of financial instruments
The fair value of financial assets and liabilities is determined as follows:
• The fair value of standard financial assets and liabilities traded on active markets is determined based on their listed prices;
• The fair value of other assets and liabilities (except derivative financial instruments) is determined in accordance with generally accepted valuation models, based on discounted cash flow analyses, considering prices on current market transactions;
• The fair value of derivative financial instruments is determined based on listed prices. Where listed prices are not available, fair value is determined based on analyses of discounted cash flow, which include assumptions not supported by prices or market rates.
Impairment of financial assets
Financial assets carried at amortized cost are assessed for indicators of impairment at each reporting period. Such financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the best estimate of the fair value of the financial asset.
Impairment losses are recorded in the statement of profit and loss and other comprehensive income in the caption “Provisions, amortisation, depreciation, adjustments and reversals” in the year they are identified.
In the subsequent period, if the amount of the impairment loss decreases and the decrease can be linked objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the income statement, to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. The reversal of impairment losses is recorded in the statement of profit and loss and other comprehensive income in Caption "Provisions, amortisation, depreciation, adjustments and reversals”.
Derecognition of financial assets and liabilities
The Company derecognizes financial assets only when the contractual rights to receive the cash flows expire or when the financial assets and the risks and rewards of its ownership are transferred to another entity. The Company derecognizes transferred financial assets in relation to which it still retains significant risks and benefits, insofar as their control was transferred.
The Company derecognizes financial liabilities when, and only when, the corresponding obligation is either discharged or cancelled or expires.
2.10. Contingent assets and liabilities
Contingent assets are not recognised in the financial statements, but are disclosed in the notes to the financial statements when a future economic benefit is probable.
Contingent liabilities are not recognised in the financial statements but are disclosed in the notes to the financial statements, unless the possibility of an outflow of funds affecting future economic benefits is remote, in which case they are not subject to disclosure.
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2.11. Income and accrual basis
Income from services rendered is recognised in the statement of profit and loss and other comprehensive income in the period they are provided.
Where a reliable estimate is possible, results from construction contracts, i.e. corresponding expenses and income, are recognised in relation to the percentage of contracted work finished at the date of the report. The stage of completion is measured based on the stage of realization of the construction work in the infrastructure. Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized up to the amount of the contract costs incurred which are expected to be recovered. Contract costs are recognized as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.
Interest and financial income are recognised on an accrual basis in accordance with the effective interest rate.
Expenses and income are recognised in the year to which they relate independently of when they are paid or received. Expenses and income in which the amount is not known are estimated.
Expenses and income attributable to the current period, which will only be paid or received in future periods, as well as the amounts paid and received in the current period that relate to future periods and will be attributed to each of these periods, are recorded in the captions “Other current assets” and “Other current liabilities.
2.12. Income tax
Tax on income for the year is calculated based on the taxable results and takes into consideration deferred taxation.
Current income tax is determined based on the taxable income for the year. Taxable income differs from accounting results since it excludes several expenses and income which will only be deductible or taxable in subsequent years, as well as expenses and income which will never be deductible or taxable under the terms of the tax rules in force.
Deferred taxes refer to temporary differences between the amounts of assets and liabilities for accounting purposes and the corresponding amounts for tax purposes, as well as those resulting from tax benefits obtained and temporary differences between tax and accounting income.
Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the timing differences reverse.
Deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are only recognised when there is reasonable expectation that there will be sufficient future taxable income to utilise them. The temporary differences underlying deferred tax assets are reappraised annually in order to recognise or adjust the deferred tax assets based on the current expectation of their future recovery.
2.13. Subsidies
State subsidies are recognised based on their fair value, when there is reasonable certainty that they will be received and that the Company will comply with the conditions required for them to be granted.
Operating subsidies, namely those for employee training, are recognised in the statement of profit and loss and other comprehensive income in accordance with expenses incurred.
Investment subsidies relating to the acquisition of tangible and intangible fixed assets are deducted from the value of such fixed assets and recognised in the statement of profit and loss and other comprehensive income on a consistent straight-line basis proportionally to the depreciation of the subsidised fixed assets.
2.14. Critical judgements/estimates in applying the accounting standards
The preparation of financial statements in accordance with the IFRS recognition and measurement principles require the Board of Directors to make judgements, estimates and assumptions that can affect the value of the assets and liabilities presented, especially deferred tax assets, intangible assets, tangible fixed assets and
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provisions, the disclosure of contingent assets and liabilities as of the date of the financial statements as well as income and costs.
These estimates are based on the best knowledge available at the time and on the actions planned, and are constantly revised based on the information available. Changes in the facts and circumstances can result in revision of the estimates, and so the actual future results can differ from such estimates.
Significant estimates and assumptions made by the Board of Directors in preparing these financial statements include deferred taxes, the useful life of tangible and intangible fixed assets, impairment analyses and provisions.
2.15. Subsequent events
Events that occur after the date of the statement of financial position that provide additional information on conditions that existed as of the said date are reflected in the financial statements.
Events that occur after the statement of financial position date that provide additional information on conditions that existed after the said date are reflected in the notes to the financial statements.
3. OPERATING INCOME
Operating income for the years ended as of 31 December 2014 and 2013 are made up as follows:
2014 2013 Services rendered Tolls 451 098 619 427 483 390 Service areas 8 916 532 8 606 567 460 015 151 436 089 957
Other operating income Compensation for operating losses (Note 22) 1 572 225 1 572 225 Toll fines 1 515 282 233 506 Recovery of revenues 1 250 387 404 729 Equipment rental 1 083 410 1 201 892 Gains on tangible and intangible fixed assets 25 734 44 528 Other 75 264 14 714 5 522 302 3 471 594
Income associated to construction service (a) 10 950 343 14 703 503
Total operating income 476 487 796 454 265 054
(a) Within the scope of BCR concession contract covered by IFRC 12, construction activity is sub-contracted to external specialised companies. BCR does not have, therefore, any margin in the construction of assets allocated to the concession and the income and expenses associated to the construction of these assets are recorded in equal amount.
4. SUPPLIES AND SERVICES
The Goods & Services Account for the years ended 31 December 2014 and 2013 is made up as follows:
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2014 2013
Operation and Maintenance 83 078 907 82 896 145 Logistic and administrative support 20 593 211 20 521 988 Electronic toll services 9 222 818 9 054 065 Maintenance and repair Motorway stretches 1 466 237 1 772 558 Other 295 303 350 745 Technical and administrative assistance 1 552 124 1 437 929 Insurance 1 454 513 1 509 969 Legal and tax advice 406 751 186 923 Studies and opinions 373 817 191 849 Fuel 364 295 402 020 Advertising costs 357 711 563 278 Legal services and penalties 331 934 143 743 Communications 327 130 695 197 Other 1 089 720 449 307 120 914 471 120 175 716
5. OPERATING LEASES
Expenses of 84 624 Euros and 61 751 Euros relating to lease instalments under operating lease contracts were recognised in the years ended 31 December 2014 and 2013, respectively.
Lease instalments due as of 31 December 2014 and 2013 under operating lease contracts are payable as follows:
2014 - 25 894 2015 16 873 3 825 2016 13 742 - 2017 13 742 - 2018 11 719 - 56 076 29 719
6. NET FINANCIAL RESULTS
Financial results for the years ended as of 31 December 2014 and 2013 were made up as follows:
2014 2013 Expenses and losses: Interest expense 98 427 176 103 969 115 Financial revision of provisions for the replacement of infrastructures (Note 21) 8 016 925 6 024 789 Other operating costs (a) 16 626 033 20 189 204 123 070 134 130 183 108
Income and gains: Interest gained 4 167 654 4 773 092 Other 1 051 1 148 4 168 705 4 774 240
Investment income: Deutsche Bank Notes (b) - 492 817
Financial result ( 118 901 429) ( 124 916 051)
(a) This heading includes mainly expenses with banking services and funding expenses, which form an
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integral part of the effective financing cost.
(b) This caption comprises interest deriving from the Deutsche Bank AG Floating Rate Notes, in the amount of Euro 34 000 000, which were repaid in the year ended as of 31 December 2013.
7. INCOME TAX
The Company is subject to Corporate Income Tax ("IRC) at the normal rate of 23%, which can be increased by a municipal surcharge of up to a maximum rate of 1.5% of taxable income.
Additionally, the nominal tax rate may vary from 24.5% to 31.5%, depending on the amount of taxable income (TI) determined, which will be subject to a tax surcharge at the following rates:
- State surtax 3% on TI if €M 1.5 < TI <= €M 7.5; 5% on TI if €M7.5 < TI <= €M35; and 7% on TI > €M35
The Company is taxed for Corporate Income Tax under the Special Regime for the Taxation of Group of Companies (“RETGS”) together with the companies controlled by BAE. This regime consists of the sum of the taxable results of all the companies included in the tax perimeter, less the dividends distributed, to which the applicable Corporate Income Tax rate plus municipal Surcharge is applied.
In accordance with current legislation, tax returns are subject to review and correction by the tax authorities during a period of four years (five years for social security), except where tax losses exist or tax benefits have been granted or inspections, claims or appeals are in progress, in which case, depending on the circumstances, the period can be extended or suspended. Therefore the Company's tax returns for the years 2011 to 2014 may still be subject to review and correction.
In the year ended at 31 December 2014 the Company received the Tax Inspection Report for 2012, where, in line with what Tax Inspection Reports for BAE relating to years 2007 to 2010 and to 2011 for BCR, the Tax Authority ("TA") concluded as to the inadequacy of the legal and tax framework applied to the securitization of future receivables in the amount of 400 000 thousand Euros, carried out in 19 December 2007 and transferred to BCR as part of the assets and liabilities allocated to Brisa Concession (Note 1). The report further establishes that the Company fails to comply with the legislation for the securitization of credits as provided in Decree-law 453/99 of 5 November, as amended by Decree-Law 82/02 of 5 April, and consequently the tax regime provided in Decree-Law 219/2001 of 4 August, both altered by Decree-law 303/2003 of 5 December is not applicable.
In view of the above, the Tax Authority considers that:
• Income corresponding to the services giving rise to the assigned future receivables are to be recognized in tax and accounting terms, in the tax periods in which they are generated;
• When determining the taxable income relating to 2012 (already inspected) an amount of Euro 80 000 thousand was unduly deducted from taxable income.
The Board of Directors, based on the opinion of its legal and accounting experts and consultants, deems that the recognition of the said operation is adequately based from the legal point of view, and therefore, it is also adequately based in accounting and tax terms. As result, the Board of Directors deems that the corrections proposed in the Tax Inspection Report relating to 2012 totally lack grounds, therefore, BCR will use all defence instruments at its disposal as taxpayer to assert the accounting treatment given to this operation at all levels. In view of the above, as of 31 December 2014, no provision was recorded for this purpose.
The Board of Directors believes that any possible corrections resulting from revisions/inspections of these tax returns will not have significant impact on the financial statements as of 31 December 2014.
The period to deduct reportable tax losses ("RTL") determined in tax periods started on or after 1 January 2012 changed from four to five taxable periods (this period is of four years for RTL determined during tax periods of 2010 and 2011 and of six years for previous periods)
Following the IRC revision, RTL determined in taxable periods starting on or after 1 January 2014 must be deducted to the taxable income of the following twelve tax periods. The deduction amount to be made in each of the tax periods will be limited to 70% of respective taxable income.
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According to Law 82-B/2014 of 31 December, which approved the State Budget for 2015, the CIT rate was lowered to 21%.
In the year ended at 31 December 2014 these changes only had impact at deferred tax level, since the tax rate to be used to determine them depends on the tax rate applicable to taxable income on the date of reversal.
Income tax recognised in the years ended 31 December 2014 and 2013 is made up as follows:
2014 2013
Current tax 23 834 188 14 879 006 Deferred taxation (Note 12) ( 2 084 397) ( 4 899 820) Taxes on previous years income ( 145 791) ( 60 126) 21 604 000 9 919 060
The reconciliation between income before tax and income tax for the year is as follows:
2014 2013
Net profit for the year 41 836 241 27 531 474 Non taxable income and other deductions: Use of provisions (Note 21) ( 15 603 430) ( 12 596 932) Reversal of provisions (Note 21) ( 8 857 229) ( 6 737 771) Derivative financial instruments ( 1 271 512) ( 1 486 187) Use of impairment losses (Note 20) ( 1 581 777) - Reversals for impairment losses (Note 20) ( 1 250 000) - Taxes on previous years income ( 145 791) ( 60 126) Deferred taxation (Note 12) ( 2 084 397) ( 4 899 820) ( 30 794 136) ( 25 780 836) Non tax deductible costs: Set up of provisions (Note 21) 42 258 636 26 782 608 Set up of impairment losses (Note 20) 1 084 833 4 418 642 Non accepted depreciation and amortisation - 4 194 Income tax 23 834 188 14 870 443 Other 95 277 67 177 752 46 076 164 Taxable income 78 219 857 47 826 802 Income tax rate 23% 25% Determined tax 17 990 567 11 956 701 Autonomous taxation 89 933 8 563 Municipal surcharge 1 173 298 717 402 State surcharge 4 580 390 2 196 340 Taxes on previous years income ( 145 791) ( 60 126) Set up/reversal of deferred taxation (Note 12) ( 2 084 397) ( 4 899 820) Income tax 21 604 000 9 919 060
Effective tax rate 34.05% 26.49%
8. EARNINGS PER SHARE
Basic and diluted earnings per share for the years ended 31 December 2014 and 2013 were determined based on the following amounts:
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ANNUAL REPORT 2014
2014 2013
Basic and diluted earnings per share Result for the purpose of determining the basic and diluted earning per share (net profit for the year) 41 836 241 27 531 474
Average number of shares for the purpose of determining the basic and diluted earning per share 15 000 000 15 000 000
Basic and diluted earnings per share 2.79 1.84
At 31 December 2014 and 2013 no diluting effects have occurred, hence basic and diluted earnings per share are identical.
9. APPROPRIATION OF RESULTS
During the general meetings held on 28 February 2014 and 04 March 2013 it was resolved to appropriate the net results for the years ended on 31 December 2013 and 2012, respectively, as follows:
2014 2013
Legal reserve 1 376 574 1 386 752 Other reserves 26 154 900 26 348 299 27 531 474 27 735 051
10. TANGIBLE FIXED ASSETS
The changes in other tangible fixed assets and corresponding accumulated depreciation and impairment losses in the years ended 31 December 2014 and 2013 are as follows:
Buildings and Tangible fixed Advances other Basic Transport Administrative Tools assets on tangible constructions Equipment Equipment Equipment and utensils in progress fixed assets Total Gross assets: Opening balance 31 490 127 195 881 1 471 594 284 959 129 595 925 - 129 579 978 Increases - 3 349 998 360 236 - - ( 130 273) 64 609 3 644 570 Disposals - ( 717 233) ( 186 984) - - - - ( 904 217) Write-offs - ( 1 168 837) - - - - - ( 1 168 837) Transfers - 299 986 - - - ( 299 986) - - Closing Balance 31 490 128 959 795 1 644 846 284 959 129 165 666 64 609 131 151 494
Cumulative depreciation Cumulative impairment: Opening balance 31 490 113 684 601 646 682 273 151 129 - - 114 636 053 Increase - 6 228 508 297 622 4 545 - - - 6 530 675 Decrease - ( 710 699) ( 118 144) - - - - ( 828 843) Write-offs - ( 1 168 837) - - - - - ( 1 168 837) Closing Balance 31 490 118 033 573 826 160 277 696 129 - - 119 169 048
Net value - 10 926 222 818 686 7 263 - 165 666 64 609 11 982 446
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Buildings and Tangible fixed Advances other Basic Transport Administrative Tools assets on tangible constructions Equipment Equipment Equipment and utensils in progress fixed assets Total Gross assets: Opening balance 31 490 126 307 704 1 539 765 284 118 129 120 649 221 065 128 504 920 Increases - 1 397 161 206 211 841 - 475 276 - 2 079 489 Disposals - - ( 274 382) - - - - ( 274 382) Write-offs - ( 730 049) - - - - - ( 730 049) Transfers - 221 065 - - - - ( 221 065) - Closing Balance 31 490 127 195 881 1 471 594 284 959 129 595 925 - 129 579 978
Cumulative depreciation Cumulative impairment: Opening balance 31 490 106 795 376 497 619 210 919 129 - - 107 535 533 Increase - 7 615 081 277 127 62 232 - - - 7 954 440 Decrease - - ( 128 064) - - - - ( 128 064) Write-offs - ( 725 856) - - - - - ( 725 856) Closing Balance 31 490 113 684 601 646 682 273 151 129 - - 114 636 053
Net value - 13 511 280 824 912 11 808 - 595 925 - 14 943 925
11. INTANGIBLE ASSETS
The changes in intangible fixed assets and corresponding accumulated depreciation and impairment losses in the years ended 31 December 2014 and 2013 are as follows:
2014 Licenses Intangible assets Rights and software in progress Total Gross assets: Opening balance 4 626 483 311 298 540 14 357 151 4 641 139 002 Increases 6 389 267 3 360 4 961 076 11 353 703 Transfers 6 821 866 - ( 6 821 866) - Capitalized financial costs - - 219 346 219 346 Closing Balance 4 639 694 444 301 900 12 715 707 4 652 712 051
Cumulative depreciation and impairment losses Cumulative impairment: Opening balance 1 811 400 829 128 590 - 1 811 529 419 Increase 128 173 773 87 401 - 128 261 174 Closing Balance 1 939 574 602 215 991 - 1 939 790 593
Net value 2 700 119 842 85 909 12 715 707 2 712 921 458
2013 Licenses Intangible assets Rights and software in progress Total Gross assets: Opening balance 4 619 910 779 99 753 7 345 510 4 627 356 042 Increases 6 572 532 74 402 6 964 610 13 611 544 Transfers - 124 385 ( 124 385) - Capitalized financial costs - - 171 416 171 416 Closing Balance 4 626 483 311 298 540 14 357 151 4 641 139 002
Cumulative depreciation and impairment losses Cumulative impairment: Opening balance 1 683 582 739 44 957 - 1 683 627 696 Increase 127 818 090 83 633 - 127 901 723 Closing Balance 1 811 400 829 128 590 - 1 811 529 419
Net value 2 815 082 482 169 950 14 357 151 2 829 609 583
The gross value of intangible assets at 31 December 2014 includes essentially:
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(i) Right to operate Brisa concession, obtained as consideration for motorway and related infrastructures construction services in the amount of 4 155 841 821 Euros of which 241 389 173 Euros relate to the capitalization of financial expenses.
(ii) Payment to the State (Grantor) as consideration for the right to collect tolls on the CREL motorway as from 1 January 2003, under the terms of Decree-law 314 A/2002, of 26 December – 236 318 343 Euros;
(iii) Amount deriving from the General Agreement entered with the State and Estradas de Portugal, S.A. corresponding to changes in the Concession Bases (Decree-law 247-C/2008, of 30 December) - 158 100 000 Euros (Note 22);
(iv) Costs with the renegotiation of the concession contract in 1991, namely the extension of the concession period initially established – 101 749 989 Euros;
12. DEFERRED TAXES
Deferred tax assets and liabilities at 31 December 2014 and 31 December 2012, by underlying timing difference, are as follows: 2014 2013
Provisions for the replacement of infrastructures 47 953 025 45 603 085 Derivative financial instruments 3 960 425 4 215 934 Provisions not considered for tax purposes 38 580 35 825 51 952 030 49 854 844
The changes in deferred tax assets and liabilities in the years ended 31 December 2014 and 2013 are as follows: 2014 2013
Opening balance 49 854 844 46 061 365
Effect on results: Effect of change in rate: Change in provisions for the replacement of infrastructures ( 3 251 053) 3 265 372 Increase / (decrease) of financial instruments 132 229 ( 133 497) Change in provisions not accepted for tax purposes ( 2 616) 2 843 ( 3 121 440) 3 134 718
Change for the year: Change in provisions for the replacement of infrastructures 5 600 993 2 203 706 Increase / (decrease) of financial instruments ( 400 527) ( 430 994) Change in provisions not accepted for tax purposes 5 371 ( 7 610) 5 205 837 1 765 102
Sub-total (Note 7) 2 084 397 4 899 820
Effect on equity Effect of change in rate: Increase / (decrease) of financial instruments ( 400 732) 468 096
Change for the year: Increase / (decrease) of financial instruments 413 521 ( 1 574 437)
Sub-total 12 789 ( 1 106 341)
Closing Balance 51 952 030 49 854 844
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13. TRADE AND OTHER RECEIVABLES
At 31 December 2014 and 2013 this caption was made up as follows: 2014 2013 Customers: Tolls 21 769 886 19 040 495 Group companies and related parties (Note 27) 18 419 25 110 Other 1 702 861 1 628 324 Doubtful receivables 20 344 063 19 540 827 43 835 229 40 234 756 Other debtors Personnel 2 979 8 437 Expropriation proceedings (a) - 738 928 Other 3 831 317 1 960 636 Other doubtful receivables 41 505 2 603 635 3 875 801 5 311 636
Cumulative impairment losses (Note 20) ( 20 385 568) ( 22 144 462) 27 325 462 23 401 930
(a) This amount concerns contentious land expropriations, which at 31 December 2014 had been appealed against and corresponds to the difference between the amounts deposited by the Company by Court order (in an amount determined by an arbitral court) and decisions issued by the said courts. This difference was recorded against intangible assets.
Trade and other receivables result from operating activities and are net of accumulated impairment losses. These are estimated based on available information and past experience.
Given the nature of the Company's operation, there is no significant concentration of credit risk.
14. OTHER CURRENT ASSETS
At 31 December 2014 and 2013 this caption was made up as follows:
2014 2013 Government and other public bodies Income tax Tax withheld 2 685 542 2 960 484
Accrued income: Interest receivable 1 945 714 992 820 Other accrued income (a) 6 085 792 1 362 623 8 031 506 2 355 443
Deferred costs: Insurance 739 401 816 742 Rents 2 601 2 601 Other deferred costs 131 790 110 340 873 792 929 683
11 590 840 6 245 610
(a) As of 31 December 2014 this caption included the amount of an indemnity receivable from ESAF/Edifundo for the expenses incurred with the works required to resume traffic on the CREL motorway, following a landslide occurred on 22 January 2010.
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In the year ended at 31 December 2014 the Company entered an agreement with Edifundo, providing the payment by the fund of an amount of € 5 000 000, of which € 300 000 were received in May 2014, whilst the remaining €4 700 000 were received in January 2015..
15. CASH AND CASH EQUIVALENT
Cash and cash equivalents at 31 December 2014 and 2013 are made up as follows:
2014 2013
Bank deposits 339 363 079 138 748 003 Bank overdrafts (Note 19) ( 205) ( 206) Cash and cash equivalent 339 362 874 138 747 797
Within the scope of the contractual obligations assumed by BCR, the balance of bank deposits as of 31 December 2014 and 31 December 2013 included the following reserve accounts:
2014 2013
Debt service reserve account 122 500 000 129 800 000 Reserve account for investment purposes 20 932 000 6 092 000 143 432 000 135 892 000
As of 31 December 2014, in addition to the reserve accounts, the balance of bank deposits included the amount of € 72 975 000 deposited in the “ Notes Collateral Account ”.
Pursuant to bylaws and its concession contract, the Company is limited in terms of the activities it can pursue. As the abovementioned reserve accounts are to be used for investments and repayment of associated debt, the Company considers the balances of these reserve accounts as cash and cash equivalents.
16. CAPITAL
The Company’s capital at 31 December 2014 is made up of 15 000 000 fully subscribed and paid up shares of five Euro each.
BRISA - Concessão Rodoviária, SGPS, S.A. holds the 15 000 000 shares representing 100% of the share capital.
Share premiums
The share premium resulted from the difference between: (i) the net value of assets and liabilities transferred by BAE in the year ended on 31 December 2010 for the purposes of a capital increase by contribution in kind´, and (ii) the nominal value of the issued shares.
As is the case of the legal reserve, this reserve is not available for distribution except upon liquidation of the company, but can be used to absorb losses once the other reserves have been exhausted, or to increase capital.
17. SUPPLEMENTARY CAPITAL CONTRIBUTIONS
Accessory contributions were granted by the shareholder, they do not pay interest and according to the relevant law, they can only be repaid pursuant to resolution of the General Meeting when, following respective payment, the equity exceeds the sum of the share capital and the legal reserve.
18. LEGAL RESERVE AND OTHER RESERVES
Legal reserve
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Commercial legislation establishes that at least 5% of annual net profit must be appropriated to a legal reserve until the reserve equals at least 20% of share capital. This reserve is not available for distribution except upon liquidation of the company, but can be used to absorb losses once the other reserves have been exhausted, or to increase capital.
At 31 December 2014 and 31 December 2013 the legal reserve set up totalled € 6 862 787 and € 5 486 213, respectively.
Other reserves
At 31 December 2014 and 2013 this caption was made up as follows:
2014 2013
Free reserves 129 727 948 103 573 048 Hedging derivatives ( 7 074 654) ( 5 774 679) 122 653 294 97 798 369
(a) This caption includes changes in the fair value of financial hedging instruments (Note 2.9.) net of the tax effect (Note 12).
19. LOANS
At 31 December 2014 and 2013 loans contracted by the Company were as follows:
2014 2013 Current Non current Current Non current
Bond loans 93 423 842 1 399 108 347 244 175 281 1 158 048 046 Bank loans 35 620 163 556 848 403 35 978 195 592 201 591 Comercial paper 52 927 744 - 82 109 485 - Bank overdrafts (Note 15) 205 - 206 - 181 971 954 1 955 956 750 362 263 167 1 750 249 637
BOND LOANS
At 31 December 2014 and 2013 non convertible bonds issued are as follows:
Nominal Value 2014 2013 Nominal Issue of the issue Current Non current Current Non current Maturity interest rate 2006 600 000 000 - 591 612 556 - 586 686 901 dez/16 4.500% 2012 63 500 000 64 622 804 - 449 198 63 342 981 mar/15 6.400% 2012 225 000 000 - - 223 253 120 - dez/14 6.250% 2012 100 000 000 5 588 152 93 138 647 5 602 672 92 907 620 jan/32 6%* 2012 300 000 000 14 784 340 298 325 036 14 870 291 297 626 500 abr/18 6.875% 2013 120 000 000 - 117 901 009 - 117 484 044 jun/20 Variable 2014 300 000 000 8 428 546 298 131 099 - - abr/21 3.875% 93 423 842 1 399 108 347 244 175 281 1 158 048 046
(*) Fixed interest rate of 6% in the first five years and remuneration indexed to the consumer price index except housing as from the sixth year to maturity.
2006-2016 Issue
Bond issue in the amount of 600 000 000 Euros initially carried out by BAE on 5 December 2006, which was subsequently replaced by BCR as issuer, as described hereinbelow. This bond loan with a 10-year maturity bears interest at a fixed rate of 4.5%.
This was the first issue by a private Portuguese company under new legislation relating to securities representing liabilities, introduced by the Portuguese State on 7 November 2005 through Decree-Law
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193/2005 with the objective of making it easier for Portuguese companies to obtain funding from non resident investors. Repayment of principal will be made in one instalment at maturity in 05 December 2016.
2012-2015 Issue
The 63 500 000 Euros bond issue was carried out by BCR on 8 March 2012. This bond loan with a 3-year maturity bears interest at a fixed rate of 6.4%. Repayment of principal will be made in one instalment at maturity in 09 March 2015.
2012-2014 Issue
The 225 000 000 Euros bond issue was carried out by BCR on 06 July 2012. This bond loan with a 2-year and five months maturity bears interest at a fixed rate of 6.25%. Repayment of principal will be made in one instalment at maturity in 05 December 2014.
2012-2032 Issue
The 100 000 000 Euros bond issue was carried out by BCR on 12 July 2012. This bond loan with a 19.5-year maturity, pays interest at a fixed rate of 6% in the first five years and interest indexed to the consumer price index (except housing) as from the sixth year to maturity. Repayment of principal will be made in one instalment at maturity in 12 January 2032.
2012-2018 Issue
The 300 000 000 Euros bond issue was carried out by BCR on 02 October 2012. This bond loan with a 5.5- year maturity bears interest at a fixed rate of 6.875%. Repayment of principal will be made in one instalment at maturity in 06 April 2018.
2013-2020 Issue
The 120 000 000 Euros bond issue was carried out by BCR on 24 September 2013. This bond loan has a floating interest rate indexed to the 6-month Euribor. Principal repayment will be made in two equal instalments of 60 000 000 Euros in June 2019 and 2020, respectively.
2014-2021 Issue
The 300 000 000 Euros bond issue was carried out by BCR on 01 April 2014. This bond loan with a 7-year maturity bears interest at a fixed rate of 3.875%. Repayment of principal will be made in one instalment at maturity in 01 April 2021.
As of 31 December 2014 and 2013, the market value of listed bond issues was as follows:
2014 2013 Nominal value of Nominal Market value (a) Market value (a) Issue Stock Exchange the issue Book value Book value Maturity interest rate 2006 Luxembourg SE 600 000 000 591 612 556 641 568 000 586 686 901 626 742 000 dez/16 4.500% 2012 Euronext Lisboa 225 000 000 - - 223 253 120 231 007 500 dez/14 6.250% 2012 Luxembourg SE 300 000 000 313 109 376 353 082 000 312 496 791 332 967 000 abr/18 6.875% 2014 Luxembourg SE 300 000 000 306 559 645 331 995 000 - - abr/21 3.875% 1 211 281 577 1 326 645 000 1 122 436 812 1 190 716 500 (a) Source: Bloomberg and Euronext website
The above mentioned bond issues are part of an Euro Medium Term Note Programme, which may be extended to a maximum amount of 3 000 000 000 Euro.
Within the scope of the corporate reorganization of the Brisa Group, on 22 December 2010 Brisa Finance B.V. and BAE were replaced by BCR as issuer of these bonds, as result of which BCR assumed all associated obligations as from that date forward. The replacement was approved on the Bondholders Meetings of 5 November 2010, for the bond issue of Brisa Finance B.V., and of 15 November 2010, for the bond issue of BAE.
BANK LOANS
Caption “Bank loans” at 31 December 2014 and 2013 was made up as follows:
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Amortisation Closing rate 2014 2013 Maturity Periodicity Interest rate Amount used Amount used Amount No Amount No Contracted Current Current Contracted Current Current
592 468 566 35 620 163 556 848 403 628 179 786 35 978 195 592 201 591 dez/30 Half-year Variable
Within the scope of the reorganization process, the Group negotiated with the European Investment Bank (EIB) the transfer to BCR of the loans contracted by BAE with the EIB. The amount of debt transferred as of 22 December 2010 totalled 779 708 171 Euros. It was also agreed with the EIB the consolidation of 16 existing financing contracts into one sole contract, subject to floating interest rate indexed to the 6-month Euribor with extended term (this loan will be repaid in half-year instalments as from June 2011 to December 2030).
Additionally, the Company contracted derivative financial instruments associated with this loan, which are classified as hedging instruments (Note 24).
As of 31 December 2014 and 2013 bank loans had the following repayment schedule:
2014 2013
Up to 1 year 35 620 163 35 978 195 Up to 2 years 35 549 582 35 367 589 Up to 3 years 35 767 675 35 560 010 Up to 4 years 35 979 013 35 775 045 Up to 5 years 36 193 782 35 983 658 More than 5 years 413 358 351 449 515 289 592 468 566 628 179 786
COMMERCIAL PAPER AND SHORT TERM LINES
Caption “Other loans obtained” at 31 December 2014 and 2013 is made up as follows:
2014 2013 Other loans CommercialCommercial paper paper 52 927 744 82 109 485 Bank overdrafts Bank overdraft lines (Note 15) 205 206 52 927 949 82 109 691
At 31 December 2014 and 2013 BCR had short term credit lines and commercial paper issues with guaranteed subscription contracted with banks in a total maximum amount of 270 000 000 Euros and 320 000 000 Euros, respectively (Note 26), of which an amount of approximately 52 400 000 Euros and 82 000 000 Euros, respectively, were placed as of this date.
20. CUMULATIVE IMPAIRMENT LOSSES
Changes in cumulative impairment losses in the years ended 31 December 2014 and 2013 are as follows:
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2014 Opening Increase Use Decrease Closing Balance balance (Note 7) (Note 7) (Note 7) (Note 13) Impairment losses: Accounts receivable 19 582 332 1 279 585 ( 270 560) ( 205 789) 20 385 568 Other accounts receivable 2 562 130 - ( 1 312 130) ( 1 250 000) - 22 144 462 1 279 585 ( 1 582 690) ( 1 455 789) 20 385 568
2013 Opening Increase Closing Balance balance (Note 7) Use Decrease (Note 13) Impairment losses: Accounts receivable 18 721 413 1 856 512 ( 910 226) ( 85 367) 19 582 332 Other accounts receivable - 2 562 130 - - 2 562 130 18 721 413 4 418 642 ( 910 226) ( 85 367) 22 144 462
21. PROVISIONS
Changes in the provisions and accumulated impairment losses in the years ended 31 December 2014 and 2013 were as follows:
2014 Financial Opening Increase Use Reversal revision Closing balance (Note 7) (Note 7) (Note 7) (Notes 6 and 7) Transfers balance Provisions: Non current Pending legal proceedings 2 617 524 - - ( 264 368) - - 2 353 156 Replacement of infrastructures 130 614 877 15 012 989 ( 2 027 565) ( 1 298 341) 6 271 062 ( 7 286 236) 141 286 786 Other risks and charges 113 731 17 047 - - - - 130 778 133 346 132 15 030 036 ( 2 027 565) ( 1 562 709) 6 271 062 ( 7 286 236) 143 770 720
Current Replacement of infrastructures 14 156 824 19 211 675 ( 13 575 865) ( 7 558 888) 1 745 863 7 286 236 21 265 845
147 502 956 34 241 711 ( 15 603 430) ( 9 121 597) 8 016 925 - 165 036 565
2013 Financial Opening Increase Use Reversal revision Closing balance (Note 7) (Note 7) (Note 7) (Notes 6 and 7) Transfers balance Provisions: Non current Pending legal proceedings 2 289 990 327 534 - - - - 2 617 524 Replacement of infrastructures 124 588 922 14 177 534 ( 780 431) ( 3 913 955) 5 261 179 ( 8 718 372) 130 614 877 Other risks and charges 139 971 - - ( 26 240) - - 113 731 127 018 883 14 505 068 ( 780 431) ( 3 940 195) 5 261 179 ( 8 718 372) 133 346 132
Current Replacement of infrastructures 12 708 634 6 580 285 ( 11 816 501) ( 2 797 576) 763 610 8 718 372 14 156 824
139 727 517 21 085 353 ( 12 596 932) ( 6 737 771) 6 024 789 - 147 502 956
The provision for pending legal proceedings views to cover liabilities estimated by the Board of Directors, based on information from its lawyers, concerning claims for motor accidents, losses caused by the construction of motorways and labour claims. At 31 December 2014 and 2013 the total amount of claims was of 15 980 590 Euros and 17 294 377 Euros, respectively. The provision set up corresponds to the Board of Directors’ best estimate of the amount of such liabilities.
The provision for reinstatement of infrastructures relates to the responsibilities to replace the wear layer of the flexible pavements and is recognised, at the present value, through the period up to the date in which the intervention takes place. The provision is subject to a financial update at each reporting date calculated at the average interest cost rate of the company and recorded as a financial expense The recorded reversals relate essentially to the reassessment of the estimates for the costs to be incurred and changes in the planned schedule of the interventions in the infrastructure.
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22. OTHER NON CURRENT LIABILITIES
At 31 December 2014 and 2013 this caption was made up as follows:
2014 2013
Compensation for operating losses (Note 26) 31 444 499 33 016 724 Fair value of derivative instruments (Notes 24 and 26) 13 791 440 13 762 370 Financial contributions (Note 26( (b) 11 745 957 11 745 957 Advanced revenues of service areas (Note 26) (c) 1 561 339 4 030 326 58 543 235 62 555 377
(a) This heading includes 73 669 709 Euros of compensations obtained from the State for the non collection of tolls in some motorway sub-stretches located in the metropolitan areas of Lisbon and Oporto, deducted of the amount of 40 652 985 Euros recognised as income by BCR and BAE (up to the transfer of Brisa Concession to BCR). Additionally, in the year ended at 31 December 2014, BCR transferred to income under caption "Other operating income and gains" the amount of 1 572 225 Euros (Notes 3 and 23).
(b) This caption corresponds to the difference between the amount received from the State, under the Global Agreement established with BCR (Note 11) and the balances pending settlement and recognised in the financial statements as of the date of the agreement. Pursuant to the contract in force, an inspection by IGF (tax inspection authority) is still pending, viewing to validate and confirm balances, to be settled in the amount specified.
(c) This amount corresponds to payments by the sub-concessionaires on account of future lease payments, the Company having recognised income of 2 468 987 Euros for the year ended 31 December 2014 (Note 23).
23. OTHER CURRENT LIABILITIES
At 31 December 2014 and 2013 this caption was made up as follows:
2014 2013 Government and other public bodies Personal income tax: Income tax withheld 42 975 36 186 Value added tax 10 708 810 10 423 110 Payments to Social Security 30 664 30 883 Other taxes 4 718 9 164 10 787 167 10 499 343
Accrued costs: Remuneration payable 394 822 416 069 Other accrued costs 612 026 85 407 1 006 848 501 476
Deferred income: Advanced revenues of service areas (Notes 22 and 26) 2 468 987 2 468 987 Compensation for operating losses (Note 22 and 26) 1 572 225 1 572 225 Other deferred income 43 160 43 160 4 084 372 4 084 372
15 878 387 15 085 191
24. DERIVATIVE FINANCIAL INSTRUMENTS
The Group has contracted a series of derivative financial instruments to minimise the risk of exposure to variations in interest rates.
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Such instruments are contracted considering the risks that affect its assets and liabilities, after verifying which market instruments available are the most adequate to hedge the risks.
Such operations, which are contracted with the prior approval of the Chief Financial Officer or the Executive Commission, are permanently monitored through analysis of the various indicators relating to such instruments, including evolution of their market value and sensitivity of their projected cash flows and market value to changes in key variables that affect the structures, with the purpose of assessing their financial effect.
These financial derivative instruments are recorded in accordance with the provisions of IAS 39, being measured at their fair value considering mathematical models, such as option pricing models and discounted cash flow models for unlisted instruments (over-the-counter instruments). These models are based essentially on market information.
Derivative financial instruments used by the Company are interest rate swaps.
Such instruments are classified as hedge instruments or instruments held for trading, in accordance with provisions in IAS 39 (Note 2.9).
Hedge accounting is applicable to derivative financial instruments that are efficient as regards the effect of offsetting the variations in the fair value or cash flows of the underlying assets/liabilities. The efficiency of these operations is checked on a quarterly basis.
Cash flow hedge instruments are derivative financial instruments that hedge interest rate risk. The effective component of the variations in the fair value of the cash flow hedges is recognised in caption “Other Reserves”, while the non efficient part is reflected immediately in the income statement.
Fair value of the derivative financial instruments was determined based on valuations made by financial entities.
Cash flow hedges
As of 31 December 2014 and 2013 the Company had contracted the following interest rate derivative instruments:
2014 2013 Montante Justo valor Montante Justo valor Tipo de operação Maturidade Contraparte subjacente (Notas 22 e 26) subjacente (Notas 22 e 26)
Swap tx. juro var./fixa 15 de Junho de 2019 BBVA e BST 115 147 059 ( 8 660 252) 140 735 294 ( 9 612 753) Swap tx. juro var./fixa 15 de Junho de 2023 Caixa-BI 35 416 667 ( 5 131 188) 39 583 333 ( 4 149 617) 150 563 726 ( 13 791 440) 180 318 627 ( 13 762 370)
The said derivative instruments were initially contracted by BAE. Within the scope of the corporate reorganization process of the Group, the contractual position in the said instruments was transferred to the Company on 22 December 2010, as integral part of the assets and liabilities entered as contributions in kind for the capital increase carried out on the said date (Note 19).
25. CONTINGENT LIABILITIES
As of 31 December 2014 and 2013 BCR had the following bank guarantees given to third parties: 2014 2013 Guarantees given: Portuguese State (Base XX of BCR Concession Contract) 60 770 012 60 646 293 Other guarantees provided to third parties 1 537 998 1 559 546 62 308 010 62 205 839
26. MANAGEMENT OF FINANCIAL RISKS
General principles
As with the majority of companies, BCR is exposed to a number of financial risks stemming from its business activity, including: liquidity and interest rate risk resulting from its financial indebtedness; credit risk to which the Company is exposed, following the contracting of risk hedging operations and financial applications.
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As part of its contractual structure, BCR has a financial risk coverage policy established in schedule attached to its Common Terms Agreement. This policy, with binding effects, provides the main rules and guidelines relating to both the management of exposure and the contracting of hedging instruments.
All the financial risk management operations which involve the use of derivative financial instruments are submitted for prior approval to the Director in charge of the financial area and/or the Board of Directors.
Following is a more detailed description of the Company’s main financial risks and measures implemented to manage them.
Interest rate risk
The objective of interest rate risk management is to minimise the cost of debt by keeping the volatility of financial costs at a low level. BCR hedging policy requires the maintenance of a fixed rate ratio of 50% or more of total debt.
At the end of 2014, approximately 70% of financial debt had fixed interest rate (68% at the end of 2013), which, ensures that financial costs have low sensitivity to increases in interest rates and complies with the risk management policy. The remaining 30% of total debt is subject to variable interest rates (32% at the end of 2013), which enabled BCR to benefit from the historically low level of short term interest rates.
If market interest rates in the years ended 31 December 2014 and 2013 had been 1% higher, the financial expenses for the year would have increased by approximately 6 100 000 Euros and 3 450 000 Euros, respectively.
Interest rate hedge derivatives held by BCR correspond to part of the derivative portfolio previously contracted by BAE and assigned to BCR on 22 December 2010, following the financial close of the Brisa Group corporate reorganization, together with hedged loans. Since some of the characteristics of the hedged loans were altered, as a consequence of the transfer process from BAE to BCR, the terms of the associated swaps were also changed in order to ensure correspondence with the characteristics of the associated hedge loan.
Exchange rate risk
At 31 December 2014, BCR had no relevant exchange rate risk exposure, as its operation is strictly national.
However, in order to safeguard any future exposure, BCR's hedging risk policy establishes that the company cannot bear any exchange rate risk relating to debt instruments denominated in currency other than the Euro, as well as in any other material purchases of foreign currency. In the event of any exposure of this kind, it must be mitigated by means of appropriate hedging instrument.
Credit risk
Credit risk relates to trade and other accounts receivable. Although limited, due to the nature of the Company’s main operations (motorway concessions), the risk in the various businesses is monitored on a regular basis with the objective of:
- monitoring evolution of the level of balances receivable; - reviewing the recoverability of amounts receivable on a regular basis.
The Board of Directors deems that the estimated impairment losses on accounts receivable as of 31 December 2014 are adequately provided for in the financial statements.
Accounts receivable at 31 December 2014 and 2013 include the following overdue balances, for which the Board of Directors has not recognised impairment losses as it believes that they will be receivable:
2014 2013 Overdue balances Up to 90 days 846 482 952 424 1 to 180 days 205 234 397 532 1 to 360 days 808 947 540 822 More than 360 days 26 950 36 749 1 887 613 1 927 527
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Counterparty Risk
The application of cash surpluses and the majority of operations involving derivative financial instruments expose the Company to the risk of non compliance by the counterparties in these operations. So as to mitigate this risk the Company’s Financial Management maintains permanent control of the level of exposure to each counterparty, and counterparty credit limits are defined based on their rating levels, amongst other factors.
Note that in the particular case of BCR, the financial risks hedging policy determines that in treasury and hedging operations the counterparties must meet strict rating criteria (Qualifying Banks) or provide a guarantee from an entity that meets the same criteria.
Liquidity risk
The funding and liquidity risk management policies are based on the following objectives:
• To ensure that debt maturity is scaled over time;
• Continue to extend the average maturity of debt to make it more consistent with the long term assets held by BCR.
In compliance with these objectives, BCR closely monitors the financing markets, carefully selecting the most efficient alternatives at any moment.
The setting up at the end of 2010 of an innovating financial and contractual structure common to all senior creditors provided an effective ring-fencing of BCR, reducing creditors exposure to this company alone. The limitation of the financial risk provided by this contractual structure, combined with a low operational risk that results from the nature of BCR activity, led to strong ratings at the time (A-Stable by Fitch and Baa1 Stable by Moody’s). These ratings were affected by the sharp cut in Portugal's rating, particularly in 2011, when Moody’s reduced the company's credit rating to sub-investment grade level. In 2014, as Moody’s recognised the expansion in BCR network and the reduction of its debt, resulting in an improvement in financial ratios to levels compatible with an investment grade rating, the company's rating was improved to Baa3. Note that at the end of 2014 the ratings given to BCR (BBB Negative Outlook by Fitch and Ba1 Negative Outlook by Moody’s) were above Portugal's ratings (one notch above in Moody's case and two notches above in Fitch case). This fact attests for the financial solidity of BCR and the creditor protection ensured by its financial and contractual structure.
The financial and contractual structure referred to above includes a set of covenants , which provide added protection to creditors. On the other hand, BCR's creditworthiness is limited by various factors, one of which concerns the maintenance of a minimum rating of Baa/BBB-., which the company benefits as of 31 December 2014.
Additionally, four other covenants should be pointed out on account of their action range, namely Net Senior Debt/EBITDA, Historic ICR, Forward Looking ICR and CLCR), which are subject to two thresholds - one in the form of trigger event and the other in the form of event of default - implying different consequences if exceeded. As of 31 December 2014 all ratios above stood within the levels set forth. Note the improvement of Net Senior Debt/EBITDA ratio, which evolved from 6.44 at the end of 2013 to 5.38 at the end of 2014, i.e. below the ceiling of 6.25 established for respective trigger event; the Historic ICR ratio also improved moving from 3.16 at 30/06/2013 to 3.51 at the end of 2014, thus returning to above the minimum 2.25 level set forth for respective trigger event threshold.
BCR has a Euro Medium-Term Notes Programme (EMTN) totalling EUR 3 000 000 thousand, of which EUR 1 483 500 000 Euros were being used at 31 December 2014. During 2014 the Company raised an additional amount of 300 000 000 Euros via a bond issue carried out pursuant to the EMTN, in order to continue pursuing its strategy viewing the extension of its debt maturity.
In order to ensure its financial flexibility, at the end of 2014 BCR had credit lines and commercial paper programmes in the total amount of 270 000 000 Euros (Note 19).
The existence of reserve accounts to ensure compliance with the debt service and investment obligations also contributes to mitigate financing risk.
Maturity of financial liabilities at 31 December 2014 and 2013 is as follows:
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2014 Up to 1 year 1 to 2 years 2 to 3 years More than 3 years Total
Borrowings(Note 19) 181 971 954 625 292 732 33 911 023 1 296 752 995 2 137 928 704 Compensation for operating losses (Note 22 and 23) 1 572 225 1 572 225 1 572 225 28 300 049 33 016 724 Advanced revenues of service areas (Notes 22 and 23) 2 468 987 1 561 339 - - 4 030 326 Financial contributions (Note 22) - - - 11 745 957 11 745 957 Derivative instruments (Notes 22 and 24) - - - 13 791 440 13 791 440 Suppliers 23 713 779 - - - 23 713 779 Suppliers of investment 12 311 031 - - - 12 311 031 Other accounts payable 14 325 392 - - - 14 325 392 Other liabilities (Note 23) 11 837 175 - - - 11 837 175 248 200 543 628 426 296 35 483 248 1 350 590 441 2 262 700 528
2013 Up to 1 year 1 to 2 years 2 to 3 years More than 3 years Total
Borrowings(Note 19) 362 263 167 89 138 212 628 926 278 1 032 185 147 2 112 512 804 Compensation for operating losses (Note 22 and 23) 1 572 225 1 572 225 1 572 225 29 872 274 34 588 949 Advanced revenues of service areas (Notes 22 and 23) 2 468 987 2 468 987 1 561 339 - 6 499 313 Financial contributions (Note 22) - - - 11 745 957 11 745 957 Derivative instruments (Notes 22 and 24) - - - 13 762 370 13 762 370 Suppliers 12 321 575 - - - 12 321 575 Suppliers of investment 12 826 239 - - - 12 826 239 Other accounts payable 16 887 731 - - - 16 887 731 Other liabilities (Note 23) 11 043 979 - - - 11 043 979 419 383 903 93 179 424 632 059 842 1 087 565 748 2 232 188 917
Financial liabilities within the scope of IAS 39
In its day to day activities, the Company is exposed to financial risks, particularly interest rate risks, which are likely to affect its equity and results.
Precisely, financial risk is the probability of obtaining different than expected results, whether income or losses, altering the company's equity in a materially relevant and unexpected way.
The management of the risks referred to above, which to a large extent, derive from the unpredictability of financial markets, requires the stringent application of a set of rules and methodologies approved by the Executive Committee, the ultimate purpose of which is to minimise their potential negative impact on the Company's net worth and performance.
With this goal, risk management is directed to address two major concerns:
• Reduce, whenever possible, fluctuations in results and cash flows subject to risk situations;
• Limit deviations from projected results, by means of a strict financial planning, based on pluriannual budgets.
Fair value estimate - liabilities measured at fair value
The following table shows the Company's liabilities measured at fair value at 31 December 2014 according to the following fair value levels:
• Level 1: the fair value of financial instruments is based on prices ruling on active, liquid markets at the date of the statement of financial position;
• Level 2: the fair value of financial instruments is not determined based on active market prices but according to valuation models;
• Level 3: the fair value of financial instruments is not determined based on active market prices but according to valuation models, the main inputs of which are not observable on the market.
Class: Item Level 1 Level 2 Level 3
Financial assets at fair value Hedge instruments (Note 25) - 13 791 440 -
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As far as loans are concerned, as shown in Note 19, they are mainly subject to variable interest rates. Therefore, the corresponding book value (amortised cost) is deemed not to differ significantly from the corresponding market value.
27. GROUP COMPANIES AND RELATED PARTIES
At 31 December 2014 and 31 December 2013, balances with group companies were made up as follows:
Suppliers Clients (Note 13) Trade payables Investment 2014 2013 2014 2013 2014 2013
Parent company: BAE - 8 952 4 221 608 2 103 504 - - Group companies: BRISA O&M, S.A. ("BOM") 13 574 12 604 17 182 089 8 791 737 961 435 1 145 120 Via Verde Portugal, Gestão de Sistemas Electrónicos de Cobrança, S.A. ("Via Verde") 4 664 - 447 683 291 797 - - BRISA Engenharia e Gestão, S.A. ("BEG") - - 232 137 232 600 1 223 150 1 178 889 Brisa Inovação e Tecnologia, S.A. ("BIT") - - 49 308 - 783 879 818 482 Brisal - Auto-Estradas do Litoral, S.A. ("Brisal") 16 53 - - - -
AEDL - Auto-Estradas do Douro Litoral, S.A. ("AEDL") - 2 928 1 268 - - -
AEBT - Auto-Estradas do Baixo Tejo, S.A. ("AEBT") 165 272 - - - - Controlauto - Controlo Técnico Automóvel, S.A. ("Controlauto") - - 61 113 - -
Sicit - Sociedade de Investimento e Consultoria em Infra-estruturas de Transportes, S.A. ("Sicit") - 301 - - - -
BCI - Brisa Conservação Infra-estruturas, S.A. ("BCI") - - - - 1 024 - Related parties: José de Mello Group - - - - 5 447 - 18 419 25 110 22 134 154 11 419 751 2 974 935 3 142 491
Other Other assets Liabilities Other accounts payable current current 2014 2013 2014 2013 2013
BAE (a) 12 742 407 14 851 255 - - -
Via Verde - - 369 493 347 773 5 288
12 742 407 14 851 255 369 493 347 773 5 288
(a) At 31 December 2014 and 31 December 2013, total balance with BAE in caption Other Debtors corresponded to the amounts to be received from the said company within the scope of the RETGS (Note 7).
Additionally, transactions carried out with Group companies in the years ended as of 31 December 2014 and 2013 were as follows:
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Operating Operating Intangible Tangible fixed income expenses assets assets 2014 2013 2014 2013 2014 2013 2014 2013 Parent company: BAE - - 20 593 211 20 521 988 - - 88 355 841 Group companies: BOM - - 83 161 404 83 157 810 1 101 335 902 115 6 148 16 952 Via Verde 53 624 52 762 10 650 393 10 099 074 ---- BEG 11 375 80 712 1 140 088 1 188 023 4 088 731 4 054 085 - - BIT - 6 40 088 143 471 - - 2 528 379 1 776 564 Brisal 296 186 ------AEBT 513 635 ------Controlauto 99 414 93 880 283 225 - - - - Iteuve Portugal, Sociedade Unipessoal, Lda. 22 426 21 760 - 28 - - - - Mcall, S.A. 8 112 6 069 880 - - - - - BCI - 12 919 2 507 - 1 024 - - - SICIT 1 152 665 ------Related parties: José de Mello Group - - 23 544 3 279 - - - - 196 912 269 594 115 612 398 115 113 898 5 191 090 4 956 200 2 622 882 1 794 357
In the years ended 31 December 2014 and 2013, remuneration of the members of Brisa's corporate bodies was as follows:
2014 2013 Non-executive directors: Fixed remuneration 211 623 209 723 Supervisory Board 134 335 21 212 345 958 230 935
In the years ended 31 December 2014 and 2013, remuneration of key management personnel was as follows:
2014 2013 Key managing personnel Fixed remuneration 414 928 410 703 Variable remuneration: 86 847 68 442 Defined benefits 21 777 21 683 523 552 500 828
28. APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements for the year ended 31 December 2014 were approved by the Board of Directors on 24 March 2015.
29. STATUTORY OFFICIAL AUDITOR FEES
In the years ended 31 December 2014 and 2013, the Official auditor's fees totalled Euro 54 000 each of the said years.
S. Domingos de Rana, 24 March 2015
The Accountant, Registered under nº 62018
______João Miguel Rodrigues
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ANNUAL REPORT 2014
THE BOARD OF DIRECTORS
Vasco Maria Guimarães José de Mello
João Pedro Stilwell Rocha e Melo
João Pedro Ribeiro de Azevedo Coutinho
António José Lopes Nunes de Sousa
Daniel Alexandre Miguel Amaral
Manuel Eduardo Henriques de Andrade Lamego
Michael Gregory Allen
Miguel José Pereira Athayde Marques
João Filipe Maia de Lima Mayer
Emanuel José Leandro Maranha das Neves
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11 Legal certification of the accounts
Introduction
1. In compliance with the applicable legislation we hereby present our Legal Certification of Accounts and Auditors’ Report on the financial information contained in the Board of Directors’ Report and the accompanying financial statements of Brisa – Concessão Rodoviária, S.A. (“the Company”) for the year ended 31 December 2014, which comprise the statement of financial position as of 31 December 2014 (that present totals of 3,155,136,902 Euros and shareholders’ equity of 727,399,809 Euros, including a net profit of 41,836,241 Euros), the statements of profit and loss and other comprehensive income, of changes in shareholders’ equity and of cash flows for the year then ended and the corresponding notes.
Responsibilities
2. The Company’s Board of Directors is responsible for: (i) the preparation of financial statements which present a true and fair view of the financial position of the Company, the results and comprehensive income of its operations, the changes in its shareholders’ equity and its cash flows; (ii) the preparation of historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and that is complete, true, timely, clear, objective and licit, as required by the Portuguese Securities Market Code (“ Código dos Valores Mobiliários ”); (iii) the adoption of adequate accounting policies and criteria and the maintenance of appropriate systems of internal control; and (iv) the disclosure of any significant facts that have influenced its operations, financial position, results and its comprehensive income.
3. Our responsibility is to examine the financial information contained in the documents of account referred to above, including verifying that, in all material respects, the information is complete, true, timely, clear, objective and licit, as required by the Portuguese Securities Market Code, and to issue a professional and independent report based on our examination.
Scope
4. Our examination was performed in accordance with the Auditing Standards (“ Normas Técnicas e Directrizes de Revisão/Auditoria ”) issued by the Portuguese Institute of Statutory Auditors (“ Ordem dos Revisores Oficiais de Contas ”), which require the examination be planned and performed with the objective of obtaining reasonable assurance about whether the financial statements are free of material misstatement. Our examination included verifying, on a sample basis, evidence supporting the amounts and disclosures in the financial statements and assessing the significant estimates, based on judgements and criteria defined by the Board of Directors, used in their preparation. Our examination also included assessing the adequacy of the accounting policies used, their uniform application and their disclosure, taking into consideration the circumstances, verifying of the applicability of the going concern concept, assessing the adequacy of the overall presentation of the financial statements and assessing if, in all material respects, the financial information is complete, true, timely, clear, objective and licit. Our examination also included verifying that the financial information included in the Board of Directors’ Report is consistent with the other financial statements as well as carrying out the verifications set forth in items 4 and 5 of article 451 of the Portuguese Commercial Company Code (“ Código das Sociedades Comerciais ”). We believe that our examination provides a reasonable basis for expressing our opinion.
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Opinion
5. In our opinion, the financial statements referred to in paragraph 1 above, present fairly, in all material respects, the financial position of Brisa – Concessão Rodoviária, S.A. as of 31 December 2014 and the results and comprehensive income of its operations, the changes on its shareholders’ equity and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as endorsed by the European Union and the information included therein is, in accordance with the definitions contained in the standards referred to in paragraph 4 above, complete, true, timely, clear, objective and licit.
Report on other legal requirements
6. It is also our opinion that the financial information included in the Board of Directors’ Report is consistent with the annual financial statements and the corporate governance practices includes the information required for the Company in accordance with article 245 - A of the Portuguese Securities Market Code.
Lisbon, 12 March 2015
______Deloitte & Associados, SROC S.A. Represented by Carlos Alberto Ferreira da Cruz
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ANNUAL REPORT 2014
12 Report and Opinion of the Audit Board
1. In accordance with legal and statutory provisions, the Audit Board issues this Report and Opinion on the Management Report and other accounting documents of BRISA - Concessão Rodoviária, S.A. that have been presented by its Board of Directors for the 2014 financial year.
2. Over the year under review the Audit Board followed the management and evolution of the Company's businesses, having held regular meetings with the Director for financial affairs, the Corporate Secretary and the Official Auditor, entities with whom this Board kept a close collaboration. It was also present in the meeting of the Board of Directors that approved the management report and had access to the minutes of the meetings of this governing body and to all financial and management accounting documents. The Audit Board was not aware of any situation violating legal and statutory rules.
3. With the periodicity deemed suitable, the Audit Board performed its duties as laid down in Article 420 of the Companies Code; namely, it assessed the accounting principles and valuation criteria used in the preparation of the financial information, which it deemed adequate and followed the implementation of the risk management system, the development of internal audit actions and the efficiency of the internal control system.
4. The Audit Board considers that the Board of Directors’ report and the financial statements for the year ended as of 31 December 2014 (statement of financial position, statement of profit and loss and other comprehensive income, statement of changes in equity, cash flow statements, and the notes to the financial statements) provide an adequate view of the Company's equity at the end of the financial year and provide a clear understanding of how profit and losses originated and how the business evolved. The financial information referred hereinabove is sustained by adequate accounting records and documents and was adequately prepared.
5. The Audit Board assessed the legal certification of the financial statements issued by the Official Auditor under the terms of the law, which deserved its agreement; it analysed the annual audit report issued by the Official Auditor and followed the development of the audit work, which in its opinion, was carried out with full independence.
6. The Audit Board expresses its appreciation for the collaboration received from the Board of Directors, the Official Auditor and the Services in general.
OPINION
In view of the foregoing, the Audit Board is of the opinion that the conditions are met for the General Meeting of Brisa – Concessão Rodoviária, SA, to approve:
a) The Board of Directors' Report and the Financial Statements for 2014.
b) The Proposal for the Allocation of Net Income submitted by the Board of Directors in its Management Report.
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Audit Board's Statement
As expressly requested by the Securities Commission (CMVM), the members of the Audit Board hereby warrant that, as far as they are aware, the information contained in the Management Report, Balance Sheet and Income Statements relating to 2014 was drawn up in compliance with the applicable accounting standards and regulations, and that it gives a true and fair view of the Company's assets and liabilities, financial situation and results and faithfully describes the development of its businesses, the performance and situation of the Company and the main risks and uncertainties it faces.
São Domingos de Rana, 12 March 2015.
THE AUDIT BOARD
Francisco Xavier Alves (Chairman)
Tirso Olazábal Cavero (Member)
Joaquim Patrício da Silva (Member)
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13 Traffic Statistics
A1/IP1 - Auto-Estrada do Norte Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT Alverca (A1/A9)-V. Franca de Xira II 1.5 1.5 57,653 58,289 1.1% 1.1% V. Franca de Xira II-V. Franca de Xira I 0.8 0.8 59,032 59,369 0.6% 0.6% V. Franca de Xira I-Castanheira do Ribatejo 0.7 0.7 47,127 47,768 1.4% 1.4% Castanheira do Ribatejo-A1/A10 0.2 0.2 46,764 47,438 1.4% 1.4% A1/A10-Carregado 0.2 0.2 52,625 53,670 2.0% 2.0% Carregado-Aveiras de Cima 2.2 2.2 38,002 39,179 3.1% 3.1% Aveiras de Cima-Cartaxo 1.2 1.2 28,488 29,575 3.8% 3.8% Cartaxo-Santarém 0.8 0.9 28,902 30,056 4.0% 4.0% Santarém-A1/A15 0.1 0.2 30,618 31,984 4.5% 4.5% A1/A15-Torres Novas (A1/A23) 2.8 2.9 28,621 29,941 4.6% 4.6% Torres Novas (A1/A23)-Fátima 1.5 1.6 20,582 21,419 4.1% 4.1% Fátima-Leiria 1.2 1.2 21,245 22,112 4.1% 4.1% Leiria-Pombal 1.8 1.9 20,679 21,583 4.4% 4.4% Pombal-Soure (b) 1.1 1.2 20,796 21,644 4.1% 4.1% Soure-Condeixa (b) 1.0 1.0 20,796 21,663 4.2% 4.2% Condeixa-Coimbra Sul 0.6 0.6 22,156 23,025 3.9% 3.9% Coimbra Sul-Coimbra Norte (A1/A14) 0.6 0.7 20,785 21,548 3.7% 3.7% Coimbra Norte (A1/A14)-Mealhada 0.9 1.0 21,587 22,546 4.4% 4.4% Mealhada-Aveiro Sul 1.8 1.9 21,214 22,251 4.9% 4.9% Aveiro Sul-Albergaria (A1/IP5) 1.0 1.1 19,212 20,339 5.9% 5.9% Albergaria (A1/IP5)-Estarreja 1.2 1.2 31,029 32,552 4.9% 4.9% Estarreja-Feira 1.8 1.8 28,592 29,973 4.8% 4.8% Feira-Espinho (IC24) 1.2 1.2 32,612 34,086 4.5% 4.5% Espinho (IC24)-Feiteira 0.9 1.0 34,411 35,746 3.9% 3.9% Castanheira do Ribatejo-PLLN ( c) 0.0 0.0 1,252 1,305 4.3% 4.3% A1 27.2 28.3 26,69427,739 3.9% 3.9% (a) Circulation in 10 8 veic.km (b) 153 days in operation in 2014 (c) PLLN - Plataforma Logística Lisboa Norte
A2/IP1 - Auto-Estrada do Sul Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT Fogueteiro-Coina 1.1 1.1 32,864 32,776 -0.3% -0.3% Coina-Palmela 1.1 1.1 26,430 27,072 2.4% 2.4% Palmela-A2/A12 0.2 0.2 26,853 27,569 2.7% 2.7% A2/A12-Marateca 1.2 1.2 18,278 19,287 5.5% 5.5% Marateca-A2/A6/A13 0.1 0.1 16,540 17,658 6.8% 6.8% A2/A6/A13-Alcácer do Sal 1.2 1.3 13,594 14,601 7.4% 7.4% Alcácer do Sal-Grândola Norte 1.0 1.1 12,117 13,182 8.8% 8.8% Grândola Norte-Grândola Sul 0.5 0.6 9,161 9,943 8.5% 8.5% Grândola Sul-Aljustrel 0.8 0.9 7,116 7,710 8.4% 8.4% Aljustrel-Castro Verde 0.7 0.7 7,004 7,591 8.4% 8.4% Castro Verde-Almodôvar 0.5 0.5 7,584 8,213 8.3% 8.3% Almodôvar-S.B. Messines 0.9 1.0 7,747 8,403 8.5% 8.5% S.B. Messines-Paderne (A22) 0.3 0.4 7,379 8,022 8.7% 8.7% A2 9.6 10.2 11,73212,460 6.2% 6.2% (a) Circulation in 10 8 veic.km
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A3/IP1 - Auto-Estrada Porto-Valença Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT Maia-Santo Tirso 2.1 2.2 44,351 46,747 5.4% 5.4% Santo Tirso-Famalicão 0.8 0.8 38,053 40,273 5.8% 5.8% Famalicão-Cruz 0.6 0.6 19,100 20,104 5.3% 5.3% Cruz-Braga Sul 0.4 0.5 16,403 17,470 6.5% 6.5% Braga Sul-Braga Poente 0.1 0.1 6,911 7,360 6.5% 6.5% Braga Poente-EN 201 0.5 0.5 6,425 6,861 6.8% 6.8% EN201-Ponte de Lima Sul 0.3 0.3 7,195 7,637 6.1% 6.1% Ponte de Lima Sul-Ponte de Lima Norte 0.0 0.0 9,561 10,007 4.7% 4.7% Ponte de Lima Norte-EN 303 0.4 0.5 5,733 6,084 6.1% 6.1% EN 303-Valença 0.2 0.2 5,562 5,895 6.0% 6.0% Braga Sul-Celeirós 0.1 0.1 13,146 13,953 6.1% 6.1% Celeirós-EN14 0.1 0.1 21,519 22,705 5.5% 5.5% A3 5.5 5.8 14,905 15,769 5.8% 5.8% (a) Circulation in 10 8 veic.km
A4/IP4 - Auto-Estrada Porto-Amarante Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT Ermesinde-Valongo 0.6 0.6 37,065 38,192 3.0% 3.0% Valongo-Campo 0.6 0.7 34,766 35,762 2.9% 2.9% Campo-Baltar 0.7 0.7 30,621 31,944 4.3% 4.3% Baltar-Paredes 0.6 0.6 26,529 27,704 4.4% 4.4% Paredes-Guilhufe 0.2 0.2 22,878 23,988 4.9% 4.9% Guilhufe-Penafiel 0.2 0.2 22,397 23,584 5.3% 5.3% Penafiel-Castelões (A4/IP9) 0.5 0.6 19,390 20,474 5.6% 5.6% Castelões (A4/IP9)-Amarante Poente 0.7 0.7 13,714 14,354 4.7% 4.7% A4 4.2 4.3 23,545 24,541 4.2% 4.2% (a) Circulation in 10 8 veic.km
A5/IC15 - Auto-Estrada da Costa do Estoril Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT Estádio Nacional-Oeiras 1.4 1.4 106,856 107,699 0.8% 0.8% Oeiras-Carcavelos 0.9 0.9 69,189 70,099 1.3% 1.3% Carcavelos-Estoril 0.8 0.8 44,799 45,483 1.5% 1.5% Estoril-Alcabideche 0.4 0.4 33,026 34,642 4.9% 4.9% Alcabideche-Alvide 0.1 0.1 34,213 35,427 3.6% 3.6% Alvide-Cascais 0.1 0.2 27,363 28,459 4.0% 4.0% A5 3.6 3.7 58,419 59,409 1.7% 1.7% (a) Circulation in 10 8 veic.km
A6/IP7 - Auto-Estrada Marateca (A2)-Caia Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT A2/A6/A13-Vendas Novas 0.5 0.5 6,480 6,945 7.2% 7.2% Vendas Novas-Montemor-o-Novo Poente 0.4 0.4 5,922 6,367 7.5% 7.5% Montemor-o-Novo Poente-Montemor-o-Novo Nascente 0.1 0.1 5,380 5,809 8.0% 8.0% Montemor-o-Novo Nascente-Évora Poente 0.3 0.3 4,724 5,107 8.1% 8.1% Évora Poente-Évora Nascente 0.1 0.1 2,318 2,561 10.5% 10.5% Évora Nascente-Estremoz 0.3 0.3 2,856 3,134 9.8% 9.8% Estremoz-Borba 0.1 0.1 2,208 2,448 10.9% 10.9% Borba-Elvas Poente 0.2 0.2 2,134 2,383 11.7% 11.7% A6 2.0 2.1 3,850 4,182 8.6% 8.6% (a) Circulation in 10 8 veic.km
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A9/IC18 - CREL - Circular Regional Exterior de Lisboa Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT Estádio Nacional (A5/A9)-Queluz 0.3 0.3 21,324 21,605 1.3% 1.3% Queluz-A9/A16 0.2 0.2 18,189 18,429 1.3% 1.3% A9/A16-Radial Pontinha 0.3 0.3 24,508 25,142 2.6% 2.6% Radial Pontinha-Radial Odivelas 0.4 0.4 15,527 16,186 4.2% 4.2% Radial Odivelas-A8/A9 0.2 0.2 16,464 17,081 3.7% 3.7% A8/A9-Bucelas (Zambujal) 0.2 0.2 16,115 16,712 3.7% 3.7% Bucelas (Zambujal)-A9/A10 0.3 0.3 9,797 10,257 4.7% 4.7% A9/A10-Alverca 0.1 0.1 6,130 6,207 1.3% 1.3% A9 1.9 2.0 15,085 15,560 3.1% 3.1% (a) Circulation in 10 8 veic.km
A10/IC2 - Auto-Estrada Bucelas (CREL)-Carregado-IC3 Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT A9/A10-Arruda dos Vinhos 0.2 0.2 8,530 8,856 3.8% 3.8% Arruda dos Vinhos-Carregado 0.2 0.2 5,651 5,946 5.2% 5.2% Carregado-Benavente 0.2 0.2 4,315 4,620 7.1% 7.1% Benavente-A10/A13 0.0 0.0 1,595 1,733 8.7% 8.7% A10 0.7 0.8 4,909 5,184 5.6% 5.6% (a) Circulation in 10 8 veic.km
A12/IC3 - Auto-Estrada Setúbal-Montijo Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT Montijo-Pinhal Novo 0.5 0.6 14,563 15,238 4.6% 4.6% Pinhal Novo-A2/A12 0.5 0.5 14,293 14,933 4.5% 4.5% A2/A12-Setúbal 0.5 0.5 23,785 24,212 1.8% 1.8% A12 1.5 1.5 16,394 17,004 3.7% 3.7% (a) Circulation in 10 8 veic.km
A13/IC3/IC11 - Auto-Estrada Almeirim-Marateca Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT Almeirim-Salvaterra Magos 0.3 0.3 2,859 3,005 5.1% 5.1% Salvaterra Magos-A13/A10 0.1 0.1 2,879 3,016 4.8% 4.8% A13/A10-Sto. Estevão 0.2 0.2 3,890 4,172 7.3% 7.3% Sto. Estevão-Pegões 0.3 0.3 3,700 3,972 7.3% 7.3% Pegões-Marateca 0.1 0.1 3,654 3,937 7.7% 7.7% A13 1.0 1.0 3,314 3,526 6.4% 6.4% (a) Circulation in 10 8 veic.km
A14/IP3 - Auto-estrada Figueira da Foz-Coimbra (Norte) Circulation (a) ADT Variation Sub-Stretch 2013 2014 2013 2014 Circulation ADT Santa Eulália-Montemor-o-Velho 0.1 0.1 3,223 3,301 2.4% 2.4% Montemor-o-Velho-EN335 0.1 0.1 3,316 3,393 2.3% 2.3% EN335-Ançã 0.1 0.1 3,399 3,523 3.6% 3.6% Ançã-Coimbra Norte (A14/A1) 0.1 0.1 5,808 6,038 4.0% 4.0% A14 0.4 0.4 3,738 3,857 3.2% 3.2% (a) Circulation in 10 8 veic.km
Circulation (a) ADT Variation 2013 2014 2013 2014 Circulation ADT BCR 57.5 60.1 15,524 16,230 4.5% 4.5%
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14 GOVERNING BODIES
2012/2014
The Board of Directors
CHAIRMAN Vasco Maria Guimarães José de Mello
MEMBER João Pedro Stilwell Rocha e Melo
MEMBER João Pedro Ribeiro de Azevedo Coutinho
MEMBER Daniel Alexandre Miguel Amaral
MEMBER António José Lopes Nunes de Sousa
MEMBER Manuel Eduardo Henriques de Andrade Lamego*
MEMBER Michael Gregory Allen
MEMBER Miguel José Pereira Athayde Marques**
MEMBER João Filipe Maia de Lima Mayer**
MEMBER Emanuel José Leandro Maranha das Neves**
*Managing director **Independent Directors
Board of the General Meeting
CHAIRMAN OF THE BOARD Luís Rua Geraldes
CORPORATE SECRETARY Tiago Severim de Melo Alves dos Santos
Audit Board
CHAIRMAN Francisco Xavier Alves
MEMBERS Tirso Olazábal Cavero Joaquim Patrício da Silva
ALTERNATE MEMBER = Diogo da Gama Lobo Salema da Costa EXTERNAL AUDITOR W Deloitte & Associados, SROC, S.A., represented by Carlos Alberto Ferreira da Cruz.
ALTERNATE EXTERNAL AUDITOR W =António José Araújo de Beja Neves
CORPORATE SECRETARY Tiago de Melo
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