CUF - QUÍMICOS INDUSTRIAIS, S.A. 1 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. INDEX CORPORATE BODIES ��������������������������������������������������������������������������������������������������������������������������4 MANAGEMENT REPORT ���������������������������������������������������������������������������������������������������������������������6 CONSOLIDATED FINANCIAL STATEMENTS ��������������������������������������������������������������������������������������23 NOTES TO THE FINANCIAL STATEMENTS AT 31 DECEMBER 2014 ���������������������������������������������������31 AUDITOR’S REPORT AND OPINION ���������������������������������������������������������������������������������������������������76 LEGAL CERTIFICATION OF ACCOUNTS ���������������������������������������������������������������������������������������������80 2 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 3 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. CORPORATE BODIES GENERAL MEETING CHAIRMAN OF THE BOARD Dr. Alexandre Cabral Côrte-Real de Albuquerque SECRETARY Dr. Fernando Jorge Gonçalves Guedes de Figueiredo THE BOARD OF DIRECTORS CHAIRMAN Eng.º João Maria Guimarães José de Mello MEMBERS Eng.º João Jorge Gonçalves Fernandes Fugas Dr. André Cabral Côrte-Real de Albuquerque Dr. Luis Augusto Nesbitt Rebelo da Silva SOLE AUDITOR ERNST & YOUNG AUDIT & ASSOCIADOS - SROC, S.A. ALTERNATE AUDITOR Dr. Paulo Jorge Luis da Silva 4 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 5 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. MANAGEMENT REPORT 6 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. CUF – QUÍMICOS INDUSTRIAIS, S.A. MANAGEMENT REPORT INDIVIDUAL AND CONSOLIDATED FOR 2014 To the Shareholders, According to the Law and the Articles of Association, the Board of Directors hereby submits to the General Meeting its Management Report and the Financial Statements relating to 2014. 7 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. INDEX 1. MACRO ECONOMIC ENVIRONMENT ����������������������������������������������������������������������������������9 2. HIGHLIGHTS FOR THE YEAR �������������������������������������������������������������������������������������������10 3. EVOLUTION OF MAIN INDICATORS ���������������������������������������������������������������������������������12 4. COMPANIES INCLUDED IN THE CONSOLIDATION ����������������������������������������������������������������13 5. CUF – QUÍMICOS INDUSTRIAIS, S.A. - ACTIVITIES AND RESULTS ����������������������������������13 6. ECONOMIC AND FINANCIAL ANALYSIS ��������������������������������������������������������������������������18 7. SUBSIDIARIES ACTIVITY �������������������������������������������������������������������������������������������������19 8. OUTLOOK FOR 2015 ��������������������������������������������������������������������������������������������������������21 9. PROPOSAL FOR THE APPROPRIATION OF NET INCOME �������������������������������������������������21 10. FINAL NOTE �����������������������������������������������������������������������������������������������������������������22 8 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 1. MACRO ECONOMIC ENVIRONMENT In 2014 the world economy grew by 3.3% falling behind an estimated growth figure of 3.7%. This difference between estimates and effective figures was seen in Europe, the US and Japan’s economies since 2008, reflecting a loss of vitality in these developed economies; this performance stemmed from the financial crisis of that year, which in turn resulted from older but hidden vulnerabilities. This link between the financial crisis and the growth crisis creates a complex pattern, as the short term adjustments that had to be made may hide a persistent structural growth crisis that will ultimately create the background of financial crises - this means that macro adjustments to respond to the financial crisis may not be a lasting solution if the stagnating trend in economies, production and income is not duly dealt with. The evolution of the world economy did not favour the recovery of the Portuguese economy, which had to correct its major imbalances without the help of strong and consistent demand from external markets – which is a greater disadvantage in small economies, as they need external scale to escape the smallness of their own market, i.e. a market that no longer has the power to meet citizens expectations or to provide the State with the revenues it needs to finance public policies; all the more since the State cannot continue to appeal to indebtedness to complement its insufficient tax revenues. In fact, amongst developed economies only the United States and the United Kingdom managed to outperform the GDP figures achieved in 2007, whilst the Euro Zone and Japan still could not. On the other hand, developments which might have favoured Portugal, such as the drop in oil prices (which tumbled by 55% in the second half of 2014) have finally revealed onerous for markets with which Portugal was straightening its commercial and financial ties: benefits obtained on the supply side were diminished since demand decreased. A relative rebound of the US economy was possible thanks to an encouraging monetary policy, based on non conventional measures, such as the purchase of assets by the Federal Reserve which, in normal economic times, would have led to higher growth and inflation. Considering the volume of resources used, the fact that growth stood at 2.4% and inflation practically did not change confirms that the US economy did not recover its 9 ANNUAL REPORT 2014 balanced patterns, and that uncertainty and insufficient demand still linger. Unemployment fell significantly (from 10% in 2009 to 6.5% in 2014), but the participation rate in relation to active population also fell from the usual 66% to 62.5%, a figure that had not been observed since the 80’s (when female labour was much smaller). The factors favouring the US recovery were fiscal easing (moving from a tight phase to the current neutral one) and a recovery of the real estate market, which, combined with decreasing oil prices, contributed to boost available income, and make internal demand the key growth driver. The valuation of the US Dollar (nearly 6% in real terms, but of 25% over the last four years, whilst the Yen fell by 8% and the Euro by 2%) adversely affected exports; on the other hand, the drop in oil prices led to lower investment in the energy sector. Inflation remained low, sustained by falling oil prices and a strong dollar, whilst interest rate continued at historically ground-levels - waiting for inflation indications which continue not to be seen. In the United Kingdom, the evolution of the growth trend is similar to that of the US - 2.6% in 2014 despite a decrease in exports to Europe, as demand from the Euro Zone declined. Inflation remained at the reference value of 2% also due to the decrease in oil prices. As far as wages are concerned, the trend continued to be of low growth pace, thus avoiding any change in the monetary policy of low interest rates. In the Euro Zone, growth continued lower than expected, particularly in France, Italy and Germany, as balance sheet corrections were not seen through; unemployment is still high, and expansion prospects are dim, failing to benefit from the downward trend in oil prices. In Ireland and Spain, competitiveness gains in costs and a reinforcement in corporate balance sheets consolidated the economic rebound. The current account remained positive, as result of a decrease in imports, competitiveness gains in peripheral countries and Germany’s continued surpluses. However, banking recapitalisation and necessary balance sheet corrections continued to restrain credit. In general, efforts made to boost growth continued to be hampered by the fragmentation of financial markets, unemployment levels, structural rigidity factors and obstacles to the implementation of fiscal correction measures. It was against such background that in June the European Central Bank announced that it would start buying assets, reducing rates and supplying liquidity; the ECB balance CUF - QUÍMICOS INDUSTRIAIS, S.A. sheet expansion goal was fixed at 30%, leading to a devaluation of the Euro. In Japan growth was lower than expected - standing at 0.2%, which was due in part to an increase in consumption tax in April 2014, but also because exports did not benefit from the devaluation of the Yen. The relocation of companies abroad and an increase in energy prices due to the shutting down of nuclear plants led to a decrease in demand; the decrease in oil prices will probably help regaining some ground in this field. The central bank announced strong monetary stimulus in June, expanding the bank’s balance sheet to 70% of GDP, viewing to boost demand and create inflationary pressures. The Chinese economy performed quite differently than its western counterparts. In the Chinese case, the goals set forth were the control of financial vulnerabilities and installed capacity surpluses - a consequence of the rapid growth of the previous years leading to imbalances in sectors such as civil construction, naval construction and renewable energies. Restrictions to credit growth reflected in the real estate and investment markets, leading to decreasing demand. In order to prevent these counterbalancing measures from triggering a sharp fall in economic activity, the Chinese authorities set in motion a package of sectorial stimulus, such as infrastructure and real estate renovation projects, tax exemption measures for small and medium companies, while reducing bank reserve requirements, but imposing a reduction in deposit and loan interest rates. Despite these restrictive measures, in 2014 the economy grew by 7.4% and inflation rate remained below the reference value of 3%. The Portuguese economy, subject to the constraints of its adjustment programme, continued working towards readjusting its key indicators, within the boundaries of internal devaluation. During the first three quarters of 2014 the economy remained stable, but it started recovering towards the end of the year, continuing the slow march started in 2013; it ended the year with a 0.9% growth, which is marginally higher than the average of the Euro Zone. The current and capital account grew by 2.6%, and the goods and services account evolved upwards by 1.6%; the price index dropped by -0.1%. Internal demand rose by 2.3%, whilst gross fixed capital formation increased by 2.2%. Private consumption grew by 2.2% and public consumption fell by -0.5% in relation to the previous year. Domestic consumption remained 10 ANNUAL REPORT 2014 tightened by the indebtedness of the private sector and the fiscal consolidation process, although a strong impulse from buoyant exports allowed maintaining surplus in the current and capital balance. Notwithstanding, the latent threat of adjustment processes persists: exports grew by 2.6%, but imports rose by 6.3%, in line with 2013; this reflects the combined effect of the need to import in order to export and the recovery of imports following a short period of self-restraint in demand; however, this normal evolution should not make us forget that new imbalances are still possible if the pace of exports is lost, or if imports are intended for internal consumption, which would not be helping exports and will hamper internal production. The main risk which the Portuguese adjustment programme faced was a milder than expected rebound of Eurozone and emerging economies, which resulted in lower than projected foreign trade flows. As the Portuguese economy is conditional upon its progress in exports, the maintenance of surplus in the current and capital account is the key indicator to be followed. In fact, growth potential is constrained by the combined effect of deleveraging in the public and private sectors, demographic developments, limited levels of productive capital per worker and reduced dynamism of major trade partners, but it will also be influenced by the events occurred in the banking sector, which will alter traditional decision-making circuits. The Portuguese economy needs added scale to have growth programmes, but it also needs scale to consolidate its internal devaluation programme in order to gain competitive advantages. Finally, the evolution of European institutions - which must also consolidate at European scale - is what might best contribute to secure the results obtained in 2014: these results still do not allow us to conclude that the 2007-2008 crisis was surmounted, but they are the results required to participate in European assistance programmes. 2. HIGHLIGHTS FOR THE YEAR During the year under review all plants operated at the highest production levels seen since the Capacity Expansion Plan was completed. Amongst the relevant facts with significant impact on 2014 accounts (well below estimated figures), we point out the following: CUF - QUÍMICOS INDUSTRIAIS, S.A. • A sharp fall in benzene prices in the last quarter of the year had a double impact: on the one hand, an immediate decrease in the price of finished product, and on the other hand, the impossibility of reflecting such figures on the cost of the raw material integrated in the finished product - given the existence of stock - leading to a decrease in margins; • The unexpected shut-down of DOW Europe’s plant (our main client) during December; • The elimination of reaction water inventory, accumulated from previous years; this decision viewed to optimise operations, given the production levels achieved,. As continuously repeated in previous years reports, conditions prevailing in the domestic energy market associated with energy prices, continue to be a difficult factor to control; however, a strict and close supervision of these production factors combined with an efficient plant management and negotiations with main suppliers, have permitted to mitigate the impacts of energy prices. During the year under review CUF-QI remained focused on obtaining relevant operational improvements at the following levels: • industrial competitiveness; • search for new production technologies, including disruptive ones, which saw relevant developments during the year (patent applications); • automation and control operations and collection of information; • mprovement of maintenance actions, resulting in increasing average operating availability, reflecting high reliability levels. Particular care was also given to SHE (safety, hygiene and the environment) issues, as defended by the company throughout its long history, with excellent results as will be described later in this report. In line with improving competitiveness goals at the Estarreja industrial site, CUF and its main client DOW Europe continued to bank on measures to optimise operations. During the current year, these activities moved at slower pace than in previous years; nonetheless, positive results were recorded on both sides. Within the scope of the “aniline over the fence” strategy followed over the past few years, international contacts 11 ANNUAL REPORT 2014 continued and will continue to be made, increasing our expectations in relation to this strategic line. CUF - QUÍMICOS INDUSTRIAIS, S.A. 3. EVOLUTION OF MAIN INDICATORS Unit 2010 2011 2012* 2013 2014 Turnover M€ 233 254 320 329 350 Operating Cash Flow (EBITDA) M€ 22 31 33 34 31 Operating Results (EBIT) M€ 6 12 15 15 13 Operating Results /Sales % 2,7 4,7 4,6 4,7 3,6 Financial costs M€ 4,1 6,1 6,3 5,1 4,4 Profit before tax M€ 1,6 5,5 9,2 10,5 8,4 Net profit M€ 2 5 6 7 5,5 Cash Flow (NP+Amort.+Provisions) M€ 18 25 25 26 24 Equity** M€ 88 91 100 80 88 Net assets M€ 295 290 310 254 242 Financial liabilities M€ 159 155 139 121 102 % 30 31 32 31 36 Financial liabilities/EBITDA Number of x 7,2 5 4,2 3,6 3,3 Average no. of employees nr 343 337 336 336 338 Sales per employee €th 650 753 954 979 1036 Equity/Assets Ratio *In 2013 the company restated a number of financial expenses which were formerly recognises as Other Expenses 2012 were thus adjusted accordingly ** In 2013, following Dividend Distribution * Not including AQP personnel 12 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 4. COMPANIES INCLUDED IN THE CONSOLIDATION Equity Holding Consolidation method CUF – Químicos Industriais, S.A. 100% Full consolidation AQUATRO – Projecto e Engenharia, S.A. 100% Full consolidation ELNOSA – Eletroquímica del Noreste, S.A. 100% Full consolidation NUTRIQUIM – Produtos Químicos, S.A. 100% Full consolidation QUIMIGEST – Sociedade Química de Prestação de Serviços, S.A. 100% Full consolidation RENOESTE – Valorização de Recursos Naturais, S.A. 100% Full consolidation 49,90% Equity method Companies A.Q.P. - Aliada Química de Portugal, Lda 5. CUF – QUÍMICOS INDUSTRIAIS, S.A. - ACTIVITIES AND RESULTS 5.1. Market activity A relevant fact occurred in the year was SOLVAY’s decision to close its chlorine, hypochlorite, soda and hydrochloric acid plant locate at St. Iria in January 2014. In 2014 CUF-QI sales and services totalled € 326.134.865, of which € 323 890 922 concerned sales and € 2.243.943 related to services. In relation to 2013, sales grew by 6.7%. 5.2. Industrial activity 5.1.1 Organic products business area In line with the previous year, in 2014 all plants of CUF-QI organic area recorded a relevant performance, achieving new monthly production records. In 2014 sales of organic products amounted to € 270.454 .199, i.e. 6.7% more than in the previous year. In terms of quantity, sales of aniline, MNB, nitric acid and sulphanilic acid exceeded those of 2013. Aniline sales for the external market rose by 10%. 5.1.2 Inorganic products business area Sales of inorganic products totalled € 53.436.723, rising by 7.7% over the previous year. In terms of quantity, sales of liquid caustic soda, solid caustic soda, sodium hypochlorite and hydrochloric acid surpassed those recorded in 2013. Note that the sales of one of the two last mentioned products exceeded 100.000 tons. 13 ANNUAL REPORT 2014 5.2.1 Production of organic products Aniline production totalled 180.514 tons, rising by 9% in relation to 2013. The MNB unit produced 264.711 tons, growing by 8% over the previous year. The nitric acid plant increased its annual production by 15% to 221.470 tons. The sulphanilic acid plant saw a 8% rise in production in relation to the previous year, recording a total annual production of 3.021 tons. Cyclohexylamine production totalled 653 tons, rising by 33% in relation to 2013. CUF - QUÍMICOS INDUSTRIAIS, S.A. In what concerns the production of Cyclohexanol, improvements made in the last quarter of the year resulted in four fold rise in production (344 tons) as against the previous year. 5.2.3 Mining production At the aniline plant, specific consumption of raw materials increased gradually as from the beginning of the year. This rise was caused by higher temperatures in reactors due to internal incrustations. These problems were solved in the last quarter of the year, following a shut-down of the reactors for cleaning. At remaining plants, consumption figures stood within regular limits. During 2014 the amount of rock salt extracted from Campina de Cima mine and sold totalled 8,290 tons. Sales were directed to the road safety sector and the feed industry, respectively 4,490 tons and 3,800 tons. In 2014 sales fell by 16% over the previous year, mainly due to a relatively mild winter season - both in terms of cold and rainfall. The volume of operation in the mine corresponded to 6,500 tons ‘run-of-mine’, which entered the mining processing plant, producing rock salt to be used for road safety purposes and on the feed industry. 5.2.2 Production of inorganic products 5.2.4 Technical area During the year under review, total production of gas chlorine amounted to 99 247 tons, increasing by 13.4% over 2013, distributed as follows: 70 712 tons produced from NaCl electrolysis and 28 535 tons from HCI electrolysis. 5.2.4.1. SHE (Safety, Health and Environment) area: However, chlorine production at the Estarreja and Pontevedra sites, jointly managed from Estarreja, rose by 12.2% over 2013. Electric power and salt consumption figures stood below estimates. Liquid salt was not used (i.e. purified brine from Renoeste), instead only imported vacuum salt and salt from Renoeste were used. The recoating of electrodes at AGC was completed in 2014. Production of hydrochloric acid totalled 197 879 tons, i.e. 11.9% higher than in 2013. However, due to the shutdown of DOW in December, it was necessary to turn on the hydrochloric acid synthesis to meet both internal and market needs. Production of hypochlorite totalled 104 404 tons, i.e. 36.3% more than in 2013. This performance was possible thanks to the investment made to reactivate hypochlorite unit nr. 5, permitting to increase installed capacity from 300 to 500 tons per day. Finally, a new charging station for hypochlorite was built. 14 ANNUAL REPORT 2014 Safety and Health Activity developed in the Safety area corresponded to an investment of € 145 thousand, including the following: • Drivers certification process - to be continued in 2015 - resulting in the renewal of drivers certifications and new certifications for 14 additional drivers from the inorganic production area; • Improvement in safety conditions in the loading and unloading of hazardous chemical products; • Acquisition of emergency, monitoring and prevention equipment. Investment was also made in training in subjects relating to emergency, and occupational safety and health. No serious accident was recorded this year; only two labour accidents occurred giving rise to sick leaves. Environment Environmental performance was positive. Specific energy consumption improved. The LDAR (Leak Detection and Repair Programme according to EN 15446:2008, EPA -453/-95-017 and EPA 21), re-initiated in 2012, was continued in 2014. Results show a decrease by nearly 25% in this type of emissions (volatile organic compounds emissions). The continuation CUF - QUÍMICOS INDUSTRIAIS, S.A. of the programme will allow tightening the criteria for priority repairs, which will result in future improvements. In overall terms, the performance of a high number of environmental audits and checkings has permitted continuous improvements in this area. In 2014 the Company invested € 242 thousand in technological improvements, in rain and industrial effluents networks and in continuous emission monitoring systems. Quality CUF-QI quality management policies, organisation and practices follow a management model called Integrated Management System (Quality, Environment and Safety); the system’s key concern is to promote and sustain a client- and stakeholder-oriented culture. The Quality, Environment and Safety Policy of the Integrated Management System is a key tool to promote continuous improvement at CUF-QI. To this end, the company implements action plans, particularly focused on improving management performance and developing skills. latter being important at safety level. Various steps were taken to reduce water consumption and use the wastewater generated in the process. Some of these measures were implemented in 2014, other will be carried out in 2015. The measures taken at the water demineralisation facility led to a reduction in generated effluents from 20 000 tons per year to 8,000 tons/year. 5.2.4.3 Maintenance Stock maintenance and management supported by Quimigest (the Group’s company devoted to this area) developed in line with efficiency goals set forth. However, Quimigest suspended its activity as from 1 January 2015; CUF-QI is now in charge of all industrial maintenance activities. In June 2014 Quimigest dissolved the Mobile Team allocated to the provision of maintenance services to industrial equipment and facilities of companies not belonging to the CUF-QI Group (Estarreja pole) and to the support of CUF investments in competition with other companies. The members of the team were incorporated in the fixed team. 5.2.4.2 Development and Technology Sector At the Aniline and Derivatives Plant, the main line of action viewed reducing and stabilising the consumption of energy and raw materials and consolidate industrial processes. Other objectives were pursued in 2014 (and will be continued in 2015) such as improved environmental protection, sustainability of water resources, contributing to value creation and innovation. Studies are under way - funded by the National Strategic Reference Framework (NSRF) . viewing the development of a disruptive technology to transform benzene into aniline in a direct and competitive way. In what concerns chlor-alkali production, brine and hydrochloric acid electrolyses continue to be monitored, particularly in terms of energy consumption and the evolution of the electrolysers. Presently, a PhD thesis is being finalised on the ageing of anodes - an important aspect in brine electrolysis. Studies were developed which will permit improving chlorine liquefaction and chlorates decomposition, the 15 ANNUAL REPORT 2014 Measures were taken to develop stock management and preparation functions and reliability tools (RCM2; MTA; AP) and improve operational performance in this area. The project started in 2011 and ended in December 2014, having achieved all goals set forth. In relation to the maintenance activity of CUF-QI, the following is worth pointing out: ◊ total maintenance costs stood 2.5% below estimates; ◊ the availability of production units decreased by 0.5% in relation to 2013, ending the year with an average availability of 98.1%. This figure represents a slight decrease in the average availability of productive units, particularly in the sulphanilic acid and MNB plants. However, this figure is still considerably higher than international benchmarks. ◊ Zero serious accidents involving employees. ◊ Transmission of know-how to junior staff continued to be made. In line with 2014, the main goals for 2015 are the CUF - QUÍMICOS INDUSTRIAIS, S.A. consolidation of production units’ availabilities, cost cuts and zero accident rate. leadership tools which CUF leaders will implement in their own work context. 5.3. Human resources • Development of HR tools During 2014 in accordance with the company’s strategy in this field, the human resources department developed projects in the following areas: • Internal Communication Development of a new information system to manage and assess performance was started in 2014. The system is already operational and will be used in the 2015 management cycle. Working sessions were promoted with different areas viewing the laying down of a plan capable of: 5.3.1 Performance assessment ◊ Reflecting the company’s values and identity; ◊ Contributing to a shared knowledge of what the company is today and what it seeks to be in the future; The annual performance evaluation was carried out covering all employees, based on the Performance Management System adopted by the company. ◊ Place the employee, his/her work, experience and skills at the centre of communication; 5.3.2 Staff (CUF – Químicos Industriais) ◊ Encouraging informed committed participation; In 2014 the number of employees evolved as follows: and emotionally The Internal Communication plan to implement in 2015 includes, amongst other actions, an intranet and employee portal. These two communication means will contribute to strengthen cohesion at organisation level, making information more accessible and ensuring greater efficacy and efficiency at all levels of the organisation. Still as communication is concerned, the company carried out a survey on the organisational climate, aimed at three different goals: ◊ Know the motivation and satisfaction level of employees; ◊ Identify strengths and weaknesses in the current organisational climate; ◊ Define measures to be taken. This survey was started in June across all companies of the CUF Group, having achieved an implementation rate of 96%. • Leadership We initiated the CUF Leaders project conceived jointly the Faculty of Psychology and Educational Science of the University of Oporto. This project views the identification, sharing and development of specific transformational 16 ANNUAL REPORT 2014 a) 4 employees left the company: - Estarreja 2 (two) senior staff; 1 (one) chemical engineer. - Loulé (one) operator b) 11 employees joined the company: - Estarreja 9 (nine) industrial chemical engineers * 1 (one) senior staff; - Loulé 1 (one) operator *Integration within the workforce of young trainees – 4X4 Training (2013/2014) Average no. of employees: Location/Year: 2013 2014 Estarreja 173 179 Lisboa 2 1 Loulé 16 14 Total 191 194 It should be noted that the number of pensioners fell by 10%, corresponding to 29 cases in absolute terms. CUF - QUÍMICOS INDUSTRIAIS, S.A. 5.3.3 Development of Skills ◊ 5 (nine) PhD Research scholarships ◊ 15 (nineteen) Curricular Training Training is deemed of the utmost importance at CUF. In 2014 the number of hours devoted to training totalled nearly 7 000, including: ISPS- related operational instructions (International Ship and Port Facility Security Code) - two training actions were carried out in this field, viewing the following: raise awareness to mandatory compliance with ISPS requirements, addressed to the Board of Directors, Managers and Coordination; provide operational employees the skills associated with operational instructions and directing them to the application and legal obligation of complying with the ISPS. ◊ 4 (four) company trainings ◊ 19 (twelve) IEFP internships 5.4. Control and Industrial Automation Systems (CIAS) ◊ Continued training in safety; In 2014 the CIAS department focused on the implementation of new automation and industrial control needs, viewing improving the stability, safety and efficiency of production processes. From a point of view of continuous improvement, new functionalities were introduced in the SIAP suite (Integrated Management Support System), to increase the reliability of the information available, and achieve productivity and efficiency gains. It introduced further improvements in terms of organisation and methods. ◊ IEP for coordinators and employees with specific functions; Highlights in the field of industrial automation and control: • Quality, Safety and Environment – involving all employees, focused on the following training areas: ◊ Internal Emergency Plan; ◊ Biological hazards; ◊ Fire fighting and evacuation techniques; ◊ Promptness and use of chemical protection marks and garments • Implementation of improvements or studies in other automation projects: • English: Training in English continued to be provided viewing improving oral and written skills. ◊ Design and study of an upgrade in the control system processing capacity, particularly in the PCA area. This was followed by acquisition, implementation and commissioning (with no production losses) • Giving continuity to a networking culture, CUFQI was present in conferences, seminars, fairs and/or symposiums, amongst which the following: ◊ Continuous improvements to automation documentation and respective integration in control systems, including recovery of documentation from former projects. o16th COGEN Portugal Conference; o9th EuroChlor Conference; oChemPor 2014 - 12th International Chemical and Biological Engineering Conference; oEurachem Workshop . 5.3.4 Traineeships and scholarships Within the scope of the strategic relationship entered with schools and universities, the company continued to promote internships/ and scholarships (43), involving students and recently graduated students: 17 ANNUAL REPORT 2014 ◊ Revision of the study/reengineering and cost estimate relating to the automation of ammonia discharge and boilers, viewing full decommissioning of the old nitric acid building. • Implementation of automation and control projects (full configuration of systems, including hardware, software and control logics) and support to production: ◊ Revamping of the sodium hypochlorite plant – design, implementation, commissioning; ◊ Implementation of Automation - Phase III of the storage park of Gafanha da Nazaré (water for fire- CUF - QUÍMICOS INDUSTRIAIS, S.A. fighting, storage of soda, CCTV, etc.); ◊ Increased process optimisation, based on advanced automation and control techniques, to improve stability and processes in general at the aniline and derivatives units, with a view to achieve greater efficiency at production, energy and environmental levels. ◊ Continued improvements and implementation of new control solutions at Innovnano units. Within the scope of the SIAP suite (Integrated Production Support System) the most relevant activities developed in the year were the following: • Strong focus on the analysis of the quality of information produced and triggering of actions to improve it; • Finalisation of SIAP modularisation, introducing improvements and upgrades in the various sites where the system is lodged; • Implementation, with the Information Systems department, of an interface from SIAP to SAP, concerning information on laboratory analyses to be expedited; • Development of new data logistics functionalities for the loading of tank vehicles, including information signs at waiting queues; • The development of SIAP:BATCH and SIAP:LIMS modules at Innovnano was completed; • Start-up of the SIAP:White Book project, concerning technical documentation. In terms of Organisation and Methods, the following actions are worth pointing out: • Upgrade of the technological WikiCUF platform – an internal knowledge database (inspired on the Wikipedia website): • Successful implementation of a 5S project (Organisation) in the CIAS area. 5.5. Information systems At technological level, information platforms continued to be modernised in 2014. In line with 2013 which saw the upgrade of R/3 - the SAP transactional system, in 2014 the upgrade was extended to the Business Warehouse and Portal platforms. These are always critical works; particularly, at BW level, 18 ANNUAL REPORT 2014 the works were rather complex given the considerable volume of activated cubes and used queries, which had to be ensured and renewed; This was all the more critical since it was carried out when the companies budget was being prepared, based mainly on BW information. In 2014 the company also strengthened its analysis of the breakdown of margin effects, assessing the origin of deviations at the most elementary level. This thorough analysis provided an important decision-making tool serving the different business areas. Budget management and projection tools were also improved. Work has also been made on the development of treasury management and project tools. An assessment was carried out of processes and tools to identify where improvements could still be made. Corporate websites were renovated during the year, both in terms of image and of optimisation of search engines. A SAM (Software Asset Management) relating to Microsoft licences was carried out, revealing a high level of suitability. Alternatives to Disaster Recovery scenarios continued to be studied and a proof-of-concept was carried out. The final decision and subsequent implementation will be made in 2015. At upstream level, legal updating and process reformulation work was carried out to feed the relevant files. CUF-QI revamping was made at technological and network level, including active and passive equipment, both at the head office and on operating sites. At Innovnano, the implementation of operating processes and adjustments to existing one underwent at good pace. 6. ECONOMIC AND FINANCIAL ANALYSIS 6.1. Return In 2014, despite the decrease in sales value in the last two months of the year due to a non planned shut-down in December by our main client, operating income totalled € 350 million, i.e. more 6% than in the previous year. This performance resulted from an increase in sales on CUF - QUÍMICOS INDUSTRIAIS, S.A. both the organic and inorganic markets, by 6.7% and 7.7%, respectively. 7. SUBSIDIARIES ACTIVITY • Gross margin stood at 30%, however EBITDA fell in relation to 2013, due to impairments in inventories, in the amount of € 2.9 million. This one-off effect was due to a sharp drop in benzene prices in December 2014/January 2015. Without this one-off effect, 2014 EBITDA would have outperformed that of the previous year. Financial costs continue to have a relevant weight on the structure of results, although in absolute terms such importance is falling, mainly thanks to a decrease in debt. Net profit for the year totalled € 5.5 million. ELNOSA ELNOSA sales totalled €29.4 million in 2014, rising by 5.7% over the previous year. However, as result of the situation in the sector - as the price of soda (Elnosa’s main product) is drastically falling -, margins and results did not follow suit. The company recorded net losses of - € 20 278, which compares to a net profit of €142 474 in 2013. The main reasons for this performance were the following: 1. An increase in amortisation in line with a period of useful life extended until 2017, following agreement entered with the relevant authorities concerning the end of the company’s production activity that year; 6.2. Economic and financial situation Main indicators: 2014 2013 Net assets (€m) 242 254 (12) Equity (€m) 88 80 8 Financial liabilities 102 121 (19) Gearing (%) 36% 31% 5% Main indicators reflect the following: • Decrease in net assets via depreciation and amortisation; • Increase in equity via net profit and increase in other equity changes (AICEP); • Decrease in financial liabilities via repayment of debt. The company has a well-balanced financial situation, with a debt-to-equity ratio of 36% at the end of 2014 (31% in 2013) and an adequate distribution of long, medium and short term debt. Financial debt is based on long term financing. The Financial Liabilities / EBITDA ratio evolved favourably from 3.6 to 3.3, reflecting the company’s capacity to serve its debt. 2. Increase in provisions for restructuring, for the same reasons; 3. Lower margins in caustic soda sales; 4. Increase in energy costs. • RENOESTE Crystal salt production in 2014 hovered around 32.600 tons, which is much lower than estimated. This significant deviation was due to a disruption of brine supply by REN from mid July to the beginning of December. In 2015 the supply of brine is guaranteed only up to end of April. As REN failed to implement the expansion of natural gas storage, Renoeste had to use its best efforts to find potential partners for the concession. Various contacts were made but nothing resulted so far. Net results for the year were negative by -€ 686.399.41 however, the operation generated positive cash-flow. • AQP AQP recorded a favourable performance in 2014, increasing turnover and results, 19 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. The increase in sales was driven by exports to Spain, which rose by 45%. At domestic level, sales declined though only slightly. Plant operation continued to record excellent levels, with no incident to report. The weight of by-products in total sales kept a downward trend, accounting for 19% of sales. Highlights in 2014 were the following: • Sales rose by 9% in relation to 2013, reaching € 4.26 million; • The share of exports increased, accounting for 35% of total sales; • The cost of goods sold evolved favourably, permitting an increase in gross margin. • Personnel costs increased by 11.6% to € 399.139 as maintenance and operational management teams had to be reinforced. • In terms of Health, Safety and Environment, AQP continued to follow strict practices and participated actively in all initiatives developed by PACOPAR, pursuant to the “Responsible Care” programme. • Operating results grew by 8.6% and net profit rose by 10.4% to € 974.558,59. The company has no debt. • NUTRIQUIM Production at Nutriquim’s plant is suspended since May 2012. The company is planning the dismantling of the industrial unit; respective estimated costs are already reflected in the accounts. In 2014 the company posted losses of € 662.871. • AQUATRO During 2014 the company posted good occupancy rates, supporting the industrial activity of CUF- Químicos Industriais at Estarreja and its associates AP - Amoníaco de Portugal, SGPAMAG and Innovnano. Within the “Aniline Over the Fence” framework, Aquatro collaborated in the preparation of updated information, taking into consideration different installed capacities and geographies. 20 ANNUAL REPORT 2014 Amongst the projects developed for CUF, we point out the following: ◊ Project to reopen the old sodium hypochlorite plant, including the construction of a new loading ramp; Aquatro was responsible for the general coordination of engineering activities, market inquiries for equipment and materials, and assembly; ◊ Project for the new northern salt dissolutor, a critical equipment for processing raw-material for chlorine and soda production; the work made involved market consultation for the supply and assembly of equipment. Aquatro played a relevant role in the selection of coating material and in the development of engineering for important parts of the facility. The equipment was commissioned and successfully started up. Within the scope of the same project, the company designed the mechanical reinforcement of the southern salt dissolutor, which remained in operation. ◊ In what concerns the hydrogen recovery project, Aquatro intervened as global coordinator and developed part of the engineering; and, it prepared the specifications and tenders for civil construction, mechanical assembly, electricity and instrumentation, and supply of key equipment. The commissioning of the compression facility will be completed, complying with CUF requirements. Additionally, the company developed activities viewing the renewal of social equipment at CUF-QI site and continued working on the project for the pressurisation of the control rooms of the two production areas. Activities developed during the year also comprised the implementation of changes in the aniline and nitrobenzene loading ramps, changes in the effluents network, reinforcement of the mechanical integrity of chlorine tanks, etc. The work developed for CUF-QI associates included the coordination of the repair of wharf #22 at the Aveiro Harbour for SGPAMAG and projects for the assembly of a hot water circuit and portable skid at Innovnano. Within the scope of the Erase, ACE, Agrupamento Complementar, where Aquatro represents CUFQuímicos Industriais, actions were carried out relating to CUF - QUÍMICOS INDUSTRIAIS, S.A. environmental mitigation works in the hydraulic ditches crossing the Estarreja industrial site (to be funded under the NSRF) Public tenders for the contract works were carried out at the end of the year; the environmental impact assessment and licencing by the relevant authority are now pending. 8. OUTLOOK FOR 2015 Results for the year were negative by -€ 20.390,74. Prospects for 2015 point to cruising year operations, in so far as the initially scheduled shutdown for maintenance purpose was postponed. This adjournment was possible thanks to the operational improvements achieved, which should permit keeping a high operating level, above that of the previous year’s. As determined by its sole shareholder, Aquatro activity will be integrated in CUF-QI as from January of the forthcoming year; accordingly, during the year the company took the necessary steps to timely comply with this resolution. All functions of Aquatro will be maintained within CUF-QI structure, and its employees will also join CUF staff. As result of the market crisis already referred to in previous reports and a slowdown in our main geographical market, i.e. Europe, we are actively seeking new markets to place our products, as well as defend our position with our major clients. We are confident that we will achieve these demanding short, medium and long term goals. • QUIMIGEST During 2014 Quimigest Sociedade Química de Prestação de Serviços, S.A. provided stock management and maintenance services to CUF-QI. In June 2014 Quimigest dissolved the Mobile Team allocated to the provision of maintenance services to industrial equipment and facilities of companies not belonging to the CUF-QI Group (Estarreja pole) and to the support of CUF investments, competing with other companies. Members of the mobile team were integrated in the fixed team. Measures were taken to develop stock management and preparation functions and reliability tools (RCM2; MTA; AP) and improve operational performance of Quimigest. The project started in 2011 and ended in December 2014, having achieved all goals set forth. The company posted net losses for the year in the amount of -€ 14.440,81, standing slightly below estimates. In line with the strategic repositioning of the maintenance function of its sole client (CUF-QI), Quimigest’s operations were transferred to CUF-QI at the end of the year. 21 ANNUAL REPORT 2014 We are still concerned about energy costs, which adversely affect the competitiveness of domestic industries. We will continue to draw attention to these constraints, but from the operational point of view, we will continue to seek new ways to optimise such costs by reducing consumptions. 9. PROPOSAL FOR THE APPROPRIATION OF NET INCOME The Board of Directors proposes to appropriate the net profit for the year in the amount of € 5.490.581,35 as follows: € 274 530,00 Transferred to legal reserve Transferred to retained earnings € 5 216 051,35 CUF - QUÍMICOS INDUSTRIAIS, S.A. 10. FINAL NOTE At the end of another business year, we would like to thank our stakeholders, supervising bodies and financial institutions for their engagement. Porto Salvo, 30 March 2015 The Board of Directors João Maria Guimarães José de Mello João Jorge Gonçalves Fernandes Fugas André Cabral Corte-Real de Albuquerque Luís Augusto Nesbitt Rebelo da Silva 22 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. CONSOLIDATED FINANCIAL STATEMENTS 23 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. INDEX CONSOLIDATED BALANCE ���������������������������������������������������������������������������������������������������������������25 CONSOLIDATED PROFIT AND LOSS STATEMENT BY NATURE ����������������������������������������������������������26 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR 2014 �����������������������������������������������������27 CONSOLIDATED CASH FLOW STATEMENT ���������������������������������������������������������������������������������������28 24 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. CONSOLIDATED BALANCE HEA DINGS Assets N on current assets Tangible fixed assets Investment property Intangible assets Equity holdings - eq. method Equity Equity holdings - other methods Other financial assets Deferred tax assets Current assets Inventories Trade receivables Advances to suppliers State and other public entities Other Debtors/Shareholders Other accounts receivable Deferrals Cash and cash equivalents No t e s 6 7 8 9 9 28 10.1 13.1 11 5.2 13.1 12.1 4 Total Assets Equity and Liabilities Equity Share capital Legal reserves Other reserves Retained Earnings Adjustments to Financial Assets Other changes in equity Net Profit/(Loss) for the year Interesses Minoritários Total equity Liabilities N on current liabilities Provisions Loans Post-employment benefits liabilities Deferred tax liabilities Current liabilities Trade payables Cash receipts from clients State and other public entities Other Creditors/Shareholders Loans Other accounts payable Deferrals Total Liabilities Total equity and liabilities 25 ANNUAL REPORT 2014 16.1 16.2 16.2 16.2 13.4 16.3 31-12-2014 31-12-2013 126.921.116 19.533.732 3.209.677 1.103.105 9.228 391 3.750.704 154. 527. 953 139.303.698 19.724.523 2.573.637 1.057.186 9.218 3.853.475 166. 521. 736 29.456.881 31.591.422 398.307 2.253.829 428.584 1.026.282 199.956 22.183.889 87. 539. 149 242. 067. 103 27.857.959 43.005.057 86.222 214.974 910.947 333.165 159.884 15.131.167 87. 699. 375 254. 221. 111 30.500.000 4.297.583 18.518.981 22.989.601 (7.549.683) 13.921.053 5.490.581 30.500.000 3.955.946 18.066.308 16.324.226 (6.520.371) 10.427.379 6.832.738 88. 168. 116 79. 586. 226 14 13.4 15.1 28 2.297.722 93.813.886 5.111.457 7.355.565 108. 578. 630 2.257.993 104.729.475 5.127.129 7.774.479 119. 889. 076 13.2 27.498.009 7.600 551.893 3.895.796 8.375.922 4.829.708 161.428 45. 320. 357 153. 898. 987 242. 067. 103 30.004.729 1.486.026 3.666.215 16.290.318 3.110.527 187.995 54. 745. 809 174. 634. 885 254. 221. 111 11 5.2 13.4 13.3 12.2 CUF - QUÍMICOS INDUSTRIAIS, S.A. CONSOLIDATED PROFIT AND LOSS STATEMENT BY NATURE HEADINGS Notes 31-12-2014 31-12-2013 INCOME AND EXPENSES Sales and services Operating subsidies Gains/losses of subsidiaries, associates and joint undertakings Change in Production Own work capitalised Cost of goods sold Supplies and Services Personnel costs Impairment of inventories Impairment of receivables Provisions Impairment of non depreciable inventories Other operating income Other operating costs 18 17 19 10.2 20 10.3 21 15.4 10.4 13.1 14 22 23 Results before Depreciation, Financial Results and Tax Depreciation and Amortisation Impairment of depreciable inventories 25 Operating Result Financial income and gains Financial costs and losses 26 27 28 Net profit/(loss) for the year 26 ANNUAL REPORT 2014 329.061.386 440.386 (567.402) 44.597 (230.716.544) (57.369.799) (11.547.707) (202.117) (23.708) (921.227) (13.410) 7.570.175 (2.188.126) 31.130.791 33.566.504 (18.420.163) 10 (18.190.441) - 12.710.638 15.376.063 93.777 (4.419.935) 8.384.479 Profit/(Loss) before tax Income tax 350.137.940 12.029 486.305 (77.335) 19.043 (243.747.341) (61.636.821) (14.146.773) (2.895.762) 42.334 (39.729) 4.780.901 (1.804.000) 266.368 (5.157.990) 10.484.441 (2.893.898) (3.651.703) 5.490.581 6.832.738 Le g a l Re se r v e s (No t e 1 6 . 2 ) A d j ust m e nt s t o fi na nci a l a sse t s (No t e 1 3 . 4 ) Sha r e C a p i t a l (No t e 1 6 . 1 ) Ot he r Re se r v e s (No t e 1 6 . 2 ) No t e s Ot he r cha ng e s i n e q ui t y (No t e 1 6 . 2 ) Re t a i ne d E a r ni ng s (No t e 1 6 . 2 ) Ne t p r o fi t fo r t he p e r i o d (No t e 1 6 . 2 ) 5.881.308 To t a l e q ui t y 100.180.655 2.417.913 5.861 57.020 (1.889.505) 4.585.971 2.487.218 (43.874) 7.620.603 45.689.213 - 6.832.738 5.228.585 6.832.738 14.453.341 (8 . 8 9 4 . 4 1 0 ) 6.832.738 (35.000.000) (47.770) (35.047.770) 18.114.078 - - 3.661.880 (35.000.000) (35.000.000) (294.066) (5.587.242) (5.881.308) 79.586.226 30.500.000 - 5.587.242 5.587.242 6.832.738 79.586.226 1 - - 16.324.226 6.832.738 5.861 57.020 (15.110) 47.770 (47.770) (47.770) - 10.427.379 16.324.226 (1.874.395) 4.585.971 2.487.218 5.198.794 3 - - (6 . 5 2 0 . 3 7 1 ) 10.427.379 2.417.913 (43.874) 2.374.039 4=2+3 - 294.066 294.066 18.066.308 (6 . 5 2 0 . 3 7 1 ) - 5 - 3.955.946 18.066.308 - 6 30.500.000 3.955.946 - 7=1+2+3+5+6 30.500.000 1 205.816 (873.354) 3.176.746 582.100 3.091.309 7 - - - - - - 6.491.101 6.491.101 - (341.637) (6.491.101) (6.832.738) - - - 187.104 (12.830) 174.275 - - (265.173) 3.176.746 582.100 3.493.674 - 341.637 341.637 22.989.601 (155.958) (873.354) (1.029.312) 11 - 13.921.053 (187.104) 639.777 452.673 5.490.581 - 5.490.581 8.581.891 9 5.490.581 12 (7 . 5 4 9 . 6 8 3 ) 88.168.116 18.518.981 5.490.582 4.297.583 13=8+9+11+12 30.500.000 - 10=8+9 8 2 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR 2014 De scr i p t i o n P OSITION A T BE GINNING OF 2 0 1 3 C H A NGE S IN TH E P E RIOD Fist adoption of new accounting standards (Note 2.1) Change in Accounting Policies Hedging derivatives Realisation of the revaluation surplus of tangible and intangible fixed assets Revaluation surplus of tangible and intangible assets and respective changes Adjustments for deferred tax Subsidies Net hedging gains Emission Rights Other changes recognised in equity NE T P ROFIT/ (LOSS) FOR TH E Y E A R C OM P RE H E NSIV E RE SU LT OP E RA TIONS WITH E QU ITY H OLDE RS DU RING TH E Y E A R Distributions Transfer of revaluation made A P P ROP RIA TION OF RE SU LTS Set up of Legal Reserve Transfer of results for the year to Retained Earnings P OSITION A T E ND OF 2 0 1 3 P OSITION A T BE GINNING OF 2 0 1 4 C H A NGE S IN TH E P E RIOD Revaluation surplus of tangible and intangible assets and respective changes Adjustments for deferred tax Hedging derivatives Subsidies Emission Rights Other changes recognised in equity NE T P ROFIT/ (LOSS) FOR TH E Y E A R C OM P RE H E NSIV E RE SU LT OP E RA TIONS WITH E QU ITY H OLDE RS DU RING TH E Y E A R Distributions Transfer of revaluation made A P P ROP RIA TION OF RE SU LTS Set up of Legal Reserve Transfer of results for the year to Retained Earnings P OSITION A T E ND OF 2 0 1 4 CUF - QUÍMICOS INDUSTRIAIS, S.A. CONSOLIDATED CASH FLOW STATEMENT No t e s 31- 12- 2014 31- 12- 2013 Operating activities Cash receipts from clients 418.858.905 391.394.151 Cash paid to suppliers (350.789.749) (337.204.523) Cash paid to personnel (13.287.085) (11.264.649) 54.782.071 42.924.979 F lows generated by operations Income tax received/paid Other receipts/payments relating to operating activities N et cash from operating activities (1) (3.573.667) (293.993) (20.403.212) (19.719.141) 30. 805. 192 22. 911. 844 Investing activities Cash payments relating to: Tangible fixed assets (5.988.695) (5.683.204) (5. 988. 695) (5. 683. 204) Tangible fixed assets 49.592 516.757 Investment property - 3.257 Investment subsidies 53.883 11.555 Interest and similar income 90.953 262.774 440.386 384.210 634. 813 1. 178. 553 Cash receipts relating to: Dividends N et cash from investing activities (2) (5. 353. 882) (4. 504. 651) 79.500.000 49.200.000 9.023.115 52.644.092 88. 523. 115 101. 844. 092 Financing activities Cash receipts relating to: Borrowings Other financing operations Cash payments relating to: Borrowings Interest and similar costs Dividends (88.334.123) (57.219.801) (4.176.210) (4.577.351) - Other financing operations N et cash from financing activities (3) Variation in cash and cash equivalents (1+2+3) (35.000.000) (14.411.369) (32.841.003) (106. 921. 702) (129. 638. 155) (18. 398. 588) (27. 794. 062) 7. 052. 722 (9. 386. 869) 15.131.167 24.520.167 Foreign exchange effect Cash and cash equivalents at the beginning of the year 4 Changes in the consolidation perimeter Cash and cash equivalents at the end of the year 28 ANNUAL REPORT 2014 4 22.183.889 (2.131) 15.131.167 CUF - QUÍMICOS INDUSTRIAIS, S.A. 29 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 30 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. NOTES TO THE FINANCIAL STATEMENTS AT 31 DECEMBER 2014 31 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. CUF - QUÍMICOS INDUSTRIAIS, S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2014 (Amounts in thousand Euros) CONSOLIDATED NOTES (Amounts in thousand Euros, except when specifically provided otherwise) This Document contains disclosures as required by the Accounting and Financial Reporting Standards (NCRF) comprised in the Accounting Standardisation System (ASS), relating to 2014. x 32 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. INDEX 1. THE COMPANY �����������������������������������������������������������������������������������������������������������������������������34 2. BASES OF PREPARATION OF THE FINANCIAL STATEMENTS �������������������������������������������������������34 3. MAIN ACCOUNTING POLICIES �����������������������������������������������������������������������������������������������������34 4. CASH FLOWS ��������������������������������������������������������������������������������������������������������������������������������50 5. RELATED PARTIES �����������������������������������������������������������������������������������������������������������������������50 6. TANGIBLE FIXED ASSETS �������������������������������������������������������������������������������������������������������������52 7. INVESTMENT PROPERTY �������������������������������������������������������������������������������������������������������������53 8. INTANGIBLE ASSETS ��������������������������������������������������������������������������������������������������������������������54 9. EQUITY HOLDINGS �����������������������������������������������������������������������������������������������������������������������55 10. INVENTORIES �����������������������������������������������������������������������������������������������������������������������������56 11. STATE AND OTHER PUBLIC ENTITIES �����������������������������������������������������������������������������������������57 12. DEFERRALS �������������������������������������������������������������������������������������������������������������������������������58 13. FINANCIAL INSTRUMENTS ��������������������������������������������������������������������������������������������������������58 14. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS �����������������������������������������61 15. EMPLOYEES BENEFITS ��������������������������������������������������������������������������������������������������������������62 16. OTHER EQUITY INSTRUMENTS ���������������������������������������������������������������������������������������������������64 18. REVENUE �����������������������������������������������������������������������������������������������������������������������������������66 19. GAINS/LOSSES OF SUBSIDIARIES, ASSOCIATES AND BUSINESS COMBINATIONS ���������������������67 20. OWN WORK CAPITALISED ����������������������������������������������������������������������������������������������������������67 21. SUPPLIES AND SERVICES ����������������������������������������������������������������������������������������������������������68 22. OTHER OPERATING INCOME �������������������������������������������������������������������������������������������������������69 23. OTHER OPERATING COSTS ���������������������������������������������������������������������������������������������������������70 24. EFFECTS OF CHANGES IN EXCHANGE RATES ����������������������������������������������������������������������������70 25. EXPENSES/REVERSAL OF DEPRECIATION AND AMORTISATION ������������������������������������������������70 26. FINANCIAL INCOME ANG GAINS �������������������������������������������������������������������������������������������������71 27. FINANCIAL COSTS AND LOSSES �������������������������������������������������������������������������������������������������71 28. INCOME TAX �������������������������������������������������������������������������������������������������������������������������������71 29. TOTAL LIABILITIES ���������������������������������������������������������������������������������������������������������������������72 30. SUBSEQUENT EVENTS ���������������������������������������������������������������������������������������������������������������74 33 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 1. THE COMPANY Group CUF – Químicos Industriais (“Group”) - made up of CUF – Químicos Industriais, S.A. (formerly Quimigal – Química de Portugal, S.A. - the new corporate name was registered on 28 April 2006). CUF - Químicos Industriais, S.A. has its head-office and plant in Estarreja. The Company was incorporated on 30 December 1977 and its corporate object is the industrial production and marketing of organic and inorganic chemical products. The parent company CUF - Companhia União Fabril SGPS, S.A. has its head-office in Lisbon. 2. BASES OF PREPARATION OF THE FINANCIAL STATEMENTS The financial statements were prepared according to the Accounting Standardisation System (ASS) as approved by Decree-law 158/2009 of 13 July. 3. MAIN ACCOUNTING POLICIES 3.1 Measurement bases used in the preparation of the financial statements: The financial statements were prepared on the ongoing concern and accrual basis of accounting, consistency of presentation, materiality and aggregation, offsetting and comparative information. Based on provisions in the NCFR, the accounting policies followed by the Company were as follows: (a) Tangible Fixed Assets Tangible fixed assets refer to assets used in production, rendering of services or for administrative purpose. The Group adopted the deemed cost in the measurement of tangible fixed assets as of 1 January 2009 (date of transition to the NCRF), pursuant to the exemption provided in NCFR 3 - First time adoption of NCFR. The Group adopted as deemed cost the amount recorded in the former financial statements prepared according to the former accounting standards (POC), which included revaluation reserves carried out pursuant to various decree-laws that took into account currency devaluation coefficients. Except for the Land that is not depreciable, depreciation of Tangible Fixed Assets is provided over their estimated useful lives and assessed for impairment whenever there is an indication that the asset may be impaired. Depreciation is determined on a twelfth basis as from the moment the assets become available for their intended use, in accordance with the straight-line method.. Depreciation rates used are as follows: Buildings and other constructions 2014 2013 2.00 - 33.33 2.00 - 33.33 Basic equipment 5.00 - 50.00 5.00 - 50.00 Transport equipment 6.25 - 25.00 6.25 - 25.00 Administrative equipment 5.88 - 50.00 5.88 - 50.00 Other tangible fixed assets 12.5 - 20.00 12.5 - 20.00 Depreciation cost is recognised in the profit and loss statement under caption Expenses / Reversals of Depreciation and Amortisation. Costs with the dismantling and removal of property from tangible fixed assets and the cost of restoring the sites where these are located, which is an obligation incurred when the goods are purchased or for having been used during a certain period for purposes 34 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. other than the production of inventories, are part of the cost of the corresponding tangible fixed asset and are depreciated in the year of useful life of the assets they concern. Current maintenance and repair costs are recognised as expenses in the period they occur. Costs with replacements and major repairs are capitalised whenever they extend the useful life of the fixed asset and are depreciated in the remaining period of the said asset useful life or in its own useful life, if lower. Any loss or gain arising on de-recognition of a tangible asset (calculated as the difference between the net disposal proceeds minus sale costs and the carrying amount) is included in the profit and loss account for the year the asset is de-recognised. Tangible fixed assets in progress concern goods which are still under construction or development and are measured at acquisition cost, and they can only be depreciated when they will become available for use. At the end of each year the company assesses any possible impairment in assets, which if any, will be recognised in the profit and loss statement for the year. (b) Investment Property The Group adopted deemed cost in the measurement of tangible fixed assets referring to 1 January 2009 (transition to the NCRF), under the terms of the exemption provided in NCRF 3 – First Adoption of the NCRF. Deemed cost resulted from an assessment made as of the said date by independent and qualified auditors. Subsequently, the Group adopted the cost model in the measurement of investment property. Depreciation is determined on a twelfth basis as from the moment the assets become available for their intended use, in accordance with the straight-line method.. Depreciation rates used are as follows: Buildings and other constructions 2014 2013 5.00 - 10.00 5.00 - 10.00 (c) Intangible Assets Intangible assets acquired separately are measured at cost on the date of the initial recognition. The cost of internally generated intangible assets, excluding development costs in certain circumstances, are recognised as expenses when incurred. Following initial recognition, intangible assets are recorded at cost minus cumulative depreciation and amortisation and impairment losses. The useful lives of intangible assets are finite or indefinite. Intangible assets with indefinite life are not amortised but tested annually for impairment, whether or not there is evidence that they are impaired. Intangible assets with finite useful lives are amortised over their estimated useful lives and assessed for impairment whenever there is an indication that the asset may be impaired. Amortisation of Intangible Assets is recorded in the Income Statement by Nature in line "Gains/Reversal of Depreciation and Amortisation”. Depreciation is determined on a twelfth basis using the straight-line method. Depreciation rates used are as follows: 35 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 2014 2013 Development projects 20.00 - 33.33 20.00 - 33.33 Industrial property 20.00 - 33.33 20.00 - 33.33 Other intangible fixed assets 20.00 - 33.33 20.00 - 33.33 Any loss or gain arising on de-recognition of a tangible asset (calculated as the difference between the net disposal proceeds minus sale costs and the carrying amount) is included in the profit and loss account for the year the asset is de-recognised. Some of the specific characteristics relating to each type of intangible asset are as follows: (c.1) Development projects Research costs are recognised as expenses in the period they occur. Development costs of an individual project are recognised as intangible assets when the Group can show: • • • • • The technical feasibility of completing the intangible asset so that will be available for use or sale its intention to complete the intangible asset and use or sell it; how the intangible asset will generate probable future economic benefits; the availability of adequate resources to complete the development of the intangible asset; its ability to measure reliably the expenditure attributable to the intangible asset during its development. (c.2) Emission rights CO2 licences attributed to the Group pursuant to the National Allocation Plan for CO2 Emissions Allowances are recognised according to NCRF 26 , i.e. under Intangible Assets through Other Changes in Equity - Subsidies and Donations, for their market value as of allocation date. Purchased allowances are recognised as Intangible Assets through the corresponding accounts payable or liquid funds. Based on FIFO criteria, for its CO2 emissions the Group recognises a depreciation and amortisation cost through Cumulative Depreciation of Intangible Assets and, simultaneously transfers to Other Income and Gains, through Subsidies and Donations, an amount equivalent to the share of corresponding allowance. Whenever the Group produces CO2 emissions without holding respective allowances, a provision is recognised under the terms of NCRF 21 – Provisions, Contingent Liabilities and Contingent Assets for the amount corresponding to the best price estimate for obtaining it, added of the estimated penalties incurred for CO2 emissions without allowance. The sale of allowance rights gives rise to gains or losses determined between the carrying amount and respective acquisition cost, being recorded under Other Income or Gains - Income and Gains on Non Financial Investments or other Expenses or Losses - Expenses and Losses on Non Financial Investments, respectively. Since there is an active market for emission rights, these are reassessed at market value at the end of each period, resulting in the adjustment of the Equity caption - Subsidies and Donations or Income whether the allowances are allocated or purchased, respectively. 36 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. (d) Equity Holdings – Equity method The following associates are measured according to the equity method: At acquisition date, the difference between the cost of the acquisition over the Group's share of net fair value of the acquired entity's identifiable assets, liabilities and contingent liabilities was recorded in accordance with NCRF 14 - Business Combinations. Hence: • Associated goodwill was included in the recorded amount of the investment. However, the depreciation of this Goodwill is not permitted and therefore it is not included when determining the results arising from subsidiaries and associates; • The excess of the Group's share of net fair value of the acquired entity's identifiable assets, liabilities and contingent liabilities over the cost of the acquisition was not included in the recorded amount of the investment and was included as income in the profit and loss statement for the period of the acquisition. Subsequently, at acquisition date, the recorded amount of the investments: • was increased or decreased to recognise the Company's share of the profits or losses of the associates after the date of acquisition; • was reduced by the distributions received; • was increased or decreased to reflect through Equity, alterations in the Group's proportionate interest in the associates arising from changes in the latter's equity that have not been included in the income statement. These changes include, amongst other situations, those resulting from the reassessment of tangible fixed assets and currency translation differences. The following provisions relating to the application of this method were also complied with: • The financial statements of subsidiaries and associates were already prepared or were adjusted off the books in order to reflect the Group's accounting policies before they can be used for determining the effects of the equity method; • The financial statements of associates used to determine the effects of the equity method refer to the same date of those of the Group or, if different, they do not differ more than three months in relation to the Group's; • Results from «ascending» and «descending» transactions are recognised only insofar as they correspond to the interests of other investors in the associate not related to the investor. • When the value of an investment is reduced to zero, additional losses are taken into account by recognising a liability whenever the Company incurs into legal or constructive obligations. If the subsidiaries and associates subsequently report profits, the Group will resume recognising its share of those profits only after the its share of the profits equals the share of losses not previously recognised. (e) Equity Holdings – other methods The Group uses the cost model in relation to financial investments in non listed companies in which the equity method does not apply. According to the cost model, equity holdings are initially recognised at acquisition cost, which includes transaction costs, subsequently deducted of impairment losses, if any. 37 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. (f) Income Tax (f.1) Deferred tax assets and liabilities Deferred tax assets and liabilities result from determining the temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts in the Group's financial statements. Deferred tax assets reflect: • Deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised; • Unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. Deferred tax liabilities reflect taxable temporary differences. The Group does not recognise deferred tax relating to temporary differences associated to investments in associates and joint ventures as it considers that the following conditions are simultaneously met: • • The Group is capable of controlling the timing of the reversal of the temporary difference; It is probable that the temporary difference will not reverse in the near future. The measurement of deferred tax assets and liabilities: • is made at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. • reflects the tax consequences that would follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amount of its assets and liabilities. (f.2) Income tax for the year Income Tax for the Year comprises current and deferred tax for the year. Current tax is calculated based on the accounting results adjusted according to the laws to which each of the companies included in the consolidation is subject. Income tax of the parent company and subsidiaries in which it holds, directly or indirectly, at least 90% of respective share capital and simultaneously have their head-office in Portugal is determined according to the special group taxation regime at the rate of 23% added of Municipal Surcharge at the maximum rate of 1.5% on taxable income, resulting in a total tax rate of 24.5%. Income tax relating to remaining companies included in the consolidation is calculated based on the tax rates in force in the countries of respective head-offices: Country 2014 Tax 2013 Tax Income tax Portugal 23,0% 25,0% Municipal surcharge Portugal 1,5% 1,5% Spain 30,0% 30,0% Income tax 38 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. In accordance with current legislation in the various jurisdictions where the companies included in the consolidation develop their business, tax returns are subject to review and correction by the tax authorities during a period of four years to five years, except where there are tax losses, 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. The Board of Directors believes that any possible corrections resulting from revisions/inspections of these tax returns will not have a significant effect on the consolidated financial statements. (g) Inventories The assessment of inventories and respective costing methods are as follows: Valuation Valuation methods Goods Acquisition cost (*) Average cost Raw materials, subsidiary materials and consum. Acquisition cost (*) Average cost Finished and semi finished products Production cost (*) Average cost Work in progress Production cost (*) Average cost (*) Or net realizable value, whichever the lower The cost of inventories includes: • • average production cost of the raw materials incorporated; purchase costs (acquisition price and transport costs) Where the realisable net value is lower than the purchase or translation price, the value of inventories is reduced by recognising an impairment loss, which is reversed when the reasons that originated it ceased to exist. To this end, the realisable net value is the estimated selling price in the ordinary course of business minus any cost to complete and to sell the goods. Estimates take into account changes relating to events occurred following the end of the period insofar as such events confirm existing conditions at the end of the period. (h) Other financial assets Financial assets are recognised when the companies included in the consolidation become a party to the contractual relationship. Financial assets not included in the preceding sub-paragraphs and which are not valued at fair value are valued at cost, net of impairment losses when applicable. At the end of the year, the Group assesses the impairment of these assets. Whenever an objective evidence of impairment existed, the Group recognised an impairment loss in the statement of comprehensive income. The objective evidence that a financial asset or group of assets was impaired took into account observable data that drew attention to the following loss events: 39 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. • Significant financial difficulty of the debtor; • Contractual breach, such as the non payment or non compliance with the payment of interest or repayment of the debt; • Companies included in the consolidation, due to economic or legal reasons relating to the debtor's financial difficulties, offered concessions to the debtor, that otherwise would not be considered. • The debtor is likely to become bankrupt or subject to any other financial reorganisation; • Observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets. All significant financial assets were assessed separately for impairment purposes. Remaining financial assets were assessed based on similar credit risk characteristics. Some of the specific characteristics relating to each type of Financial Asset are as follows: (h.1) Shareholders Loans to shareholders do not accrue interest or involve any type of interest, therefore they are stated at respective nominal value, minus any impairment loss where applicable, determined based on the criteria provided in sub-paragraph h) (h.2) Clients Accounts receivable are initially measured according to measuring criteria for Sales and Services described in sub-paragraph q) and subsequently measured at amortised cost minus impairment. Impairment is determined based on the criteria defined in sub-paragraph h). (h.3) Advances to suppliers These balances are recorded at respective cost minus impairment losses, where applicable, determined based on the criteria established in sub-paragraph h). (h.4) Other Trade Receivables Other trade receivables are measured as follows: • • • Personnel - at cost minus impairment; Receivables for accrued income - at cost; Other receivables - cost minus impairment. In both cases, impairment is determined based on the criteria defined in sub-paragraph h). (h.5) Cash and cash equivalents Amounts in this caption include cash, bank deposits which mature in less than three months and can be demanded immediately with insignificant risk of change in amount. 40 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. These balances are measured as follows: • • • Cash - at cost; Deposits with no specific maturity - at cost; Other deposits with defined maturity - at amortised cost, determined based on effective interest rate method. For the purposes of the cash flow statement, caption “Cash and cash equivalents” also includes bank overdrafts, reflected in the balance sheet in the caption “Other loans”. (i) State and Other Public Entities Balances and liabilities in this caption are measured based on the law in force. In what concerns assets, no impairment was recognised as it was deemed not applicable given the specific nature of the relationship. (j) Deferred assets and liabilities This caption includes transactions and other events the full recognition of which in the income statement for the period is not adequate, but that should be recognised in future results. (l) Equity captions (l.1) Legal Reserves According to article 295 of the CC, 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 (art. 296 of the CC). (l.2) Other reserves This caption includes revaluation reserves made under the terms of the former GAAP and those made on transition date, net of corresponding deferred tax, which are recorded in caption Revaluation Surpluses as the company adopted the considered cost method on the date of conversion to the AAS. Revaluation reserves made pursuant to the relevant laws, according to such laws, are only available to increase the share capital or cover losses incurred up to the date to which the revaluation refers, and only after realised (for respective use or sale). They also include reserves resulting from the revaluation made on transition date, which are only available following realisation (for respective use or sale). (l.3) Retained earnings This caption includes earnings available for distribution to shareholders and gains deriving from increase in the fair value of financial instruments, financial investments and investment property which, according to paragraph 2 of article 32 of the CC, will only be available for distribution when the respective underlying elements or rights will be sold, exercised, extinguished or settled. 41 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. (l.4) Adjustments to financial assets This caption includes adjustments to fair value of financial assets such as derivatives used to manage interest rate, exchange rate or commodity risks already contracted or having a high probability of being transacted in the future which, according to paragraph 2 of article 32 of the CC, will only be available for distribution when the respective underlying elements or rights will be sold, exercised, extinguished or settled. It also includes adjustments deriving from the application of the equity method, namely the allocation of the changes in the equity of subsidiaries and associates and non appropriated profit. (l.5) Other changes in equity (l.5.1) Investment subsidies This caption includes non repayable subsidies, net of deferred tax, relating to tangible and intangible fixed assets. Subsidies are only recognised when there is reasonable certainty that they will be received and that the Group will comply with the conditions required for them to be granted. Subsequently to the initial recognition, this caption is reduced: • in what concerns subsidies relating to depreciable tangible fixed assets and intangible assets with a definite useful life, by their allocation, on a systematic basis, to income during the periods necessary to offset the subsidies with related expenses. • in what concerns non depreciable and intangible assets with an indefinite useful life, by their allocation to income in the periods in which it is necessary to offset any impairment loss concerning such assets. These subsidies will not be available for distribution until they are allocated to income during the periods required to: (i) balance the subsidies with related expenses which they are intended to offset, i.e. depreciation and amortisation and/or (ii) any impairment loss recognised in relation to such assets. (l.5.2) Emission rights These reserves, corresponding to Emission Rights given and recognised as provided in sub-paragraph c.4) above are transferred to Other income and gains as the corresponding CO2 emissions are made by the group companies. According to sub-paragraph 2 of article 32 of the CC, these reserves will only be available for distribution when the underlying rights will be sold, exercised, extinguished or liquidated. (m) Provisions This account reflects a present (legal or constructive) obligation arising from past events, the settlement of which is expected to result in an outflow of resources embodying economic benefits, and a reliable estimate can be made of that obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at balance sheet date. Whenever the time value of money is significant, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation and which does not reflect risks in relation to which estimated future cash flows have been adjusted. 42 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. (n) Liabilities for post-employment benefits and personnel expenses Personnel expenses are recognised when the service is provided by employees, irrespective of respective payment date. Some of the specific characteristics relating to each benefit are as follows: (n.1) Post-employment benefits The Group holds the following post-employment benefit plans: Type Name of plan Company Addressees Location CUF Quimicos Retirement pension plans Defined benefit - complementary pension for old age, disability and survival Former and current employees from ex-CUF Portugal CUF Quimicos Medical benefits Defined benefit - medical benefits without provided fund Former and current employees from ex-CUF Portugal Pursuant to the Social Benefits Regulations in force at the Group, a number of employees of the permanent staff who are entitled, upon retirement, to health care benefits and monetary complements to pensions for old age, disability, early retirement or survival. These contributions are determined according to the number of years of service and the wage scale in force at the company that originally employed them. In the Defined Benefits Plan, recognition and measurement of liabilities are made according to NCFR 28 - Employment Benefits. Under these terms, the cost of providing the benefits is determined: • • • Separately for each plan; Using the projected credit unit method; Based on actuarial assumptions in force in Portugal. The cost of past services of current employees is recognised: (i) immediately, as concerns the share already due, and (ii) on a straight-line basis over the remaining period of service, as concerns the share not yet due. (n.2) Holiday Pay and Holiday Bonus According to the law in force, employees are entitled to holiday pay and holiday bonus in the following year to which the service is provided. Hence, the company recognised in the profit and loss statement for the year an amount payable in the following year, which is recorded in caption "Other Accounts Payable". (o) Financial liabilities Financial liabilities are recognised when the companies included in the consolidation become a party to the contractual relationship. 43 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. (o.1) Borrowings Loans covered by variable interest rate hedges are recorded at amortised cost determined based on the effective interest rate. According to this method, loans are initially recognised as liabilities at the amount received, net of issuing costs, which corresponds to the respective fair value at that date. Subsequently, loans are measured according to the amortized cost method, which includes all financial expenses calculated according to the effective interest rate method. Other loans are measured at cost, and recognised as liabilities at their nominal value. (o.2) Suppliers Accounts payable to suppliers are measured at cost. (o.3) Shareholders Shareholders loans do not accrue interest or involve any type of interest, therefore they are stated at respective nominal value, minus any impairment loss where applicable, determined based on the criteria provided in sub-paragraph i) (p) Effect of changes in exchange rates Foreign currency transactions are translated into euro at the date of transaction. Balances due at the end of the period are translated at closing rate and the difference is recognised in the income statement. (q) Sales and services Sales and rendered services are measured at the fair value of the consideration received or receivable, minus the amounts relating to trade discount for multiple purchase/orders. Where the selling price of products/services includes an identifiable amount of subsequent services, such amount is deferred and recognised as revenue in the period in which the service is provided. Although revenue is only recognised when it is probable that any future economic benefit associated with the item of revenue will flow to the company, when there is doubt as to the recoverability of an amount already recognised as revenue, the irrecoverable amount, or the amount unlikely to be recovered, will be recognised as impairment and not as an adjustment to the revenue amount initially recognised. The recognition of sales and rendered services is subject to specific features, amongst which the following: (q.1) Sales Revenue arising from the sale of goods should be recognised when all of the following criteria have been satisfied: • the seller has transferred to the buyer the significant risks and rewards of ownership; • the seller retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the seller, and • the costs incurred or to be incurred in respect to the transaction can be measured reliably. 44 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. (q.2) Rendered Services Revenue arising from rendered services is recognised when the result of the transaction can be reliably estimated, which occurs when all of the following criteria are met: • • • The amount of revenue can be measured reliably; It is likely that the economic benefits associated to the transactions will flow to the Group; the costs incurred, or to be incurred, in respect of the transaction can be measured reliably; The stage of completion is determined based on the proportion of the costs incurred so far on total estimated costs of the rendering of the services (relating to rendered services or services to be rendered). When the outcome of a contract cannot be estimated reliably, the Group recognises it according to the null profit method. According to this method, total costs incurred are recognised as expenses for the period combined with equivalent revenues, and no profit is recognised. Gradual payments and cash receipts from clients are not taken into account for determining the completion percentage, not even according to the null profit method. (r) Operating subsidies This caption recognizes non repayable subsidies not related to assets and only when there is reasonable certainty that the Group will comply with the conditions required for them to be granted. (s) Interest and similar expenses Loan costs are recognised in the income statement for the period to which they relate and include: • • Interest paid determined based on the effective interest rate method; interest of interest rate hedging instruments (swaps); costs incurred on loans obtained directly to finance the acquisition, construction or production of tangible 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 end upon termination of the production or construction of the asset or when the project in question is suspended. (t) Hedging instruments Hedging instrument is an instrument whose fair value or cash flows are expected to offset changes in the fair value or cash flows of a designated hedged item, attributable to the hedged risk, In the absence of detailed directives in NCRF 27 - Financial Instruments on how to test and substantiate the effectiveness of the hedging, companies included in the consolidation follow provisions in IAS 39 - Financial instruments. Changes in the fair value of derivative instruments of fixed interest rate risk or commodity price risk as well as changes in the fair value of the asset or liability subject to such risk are recognised in the income statement in caption "Increase/Decrease at fair value". 45 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. Changes in the fair value of derivative instruments of floating interest rate risk, foreign exchange risk, commodity price risk resulting from firm commitment or highly probable transaction are recognised in equity under caption "adjustments to financial assets" as concerns their effective part and in the income statement in caption "Increase/decrease at fair value" as concerns their ineffective part. Hedge accounting is discontinued when the hedging instrument matures, is sold or exercised, or when the hedging relationship ceases to comply with the requirements NCRF 27 - Financial Instruments, under the terms specified in of IAS 39 - financial instruments. The effective part of the hedging instruments is included in the balance sheet under "Borrowings". (u) Contingent assets and liabilities A contingent asset is a possible asset arising from past events the existence of which will depend on whether some uncertain future event will occur which are not entirely under company's control and therefore are not recognised. However, they are disclosed when a future inflow is likely to occur. A Contingent Liability is: • A possible obligation arising from past events the existence of which will depend on whether some uncertain future event occurs which are not entirely under the company's control;. or • A present obligation as a result of past events but which is not recognized as: - an outflow of resources is not likely to be required to settle the obligation; or - the amount of the obligation cannot be reasonably quantified; Contingent liabilities are not recognised. However, they are disclosed when there is a probability of future outflows which is not remote. (v) Subsequent events Events that occur after the balance sheet date that provide additional information on conditions that existed as of the balance sheet date are reflected in the consolidated financial statements. Events that occur after the balance sheet date that provide information on conditions that exist after the balance sheet date, if relevant, are disclosed in the notes to the consolidated financial statements. 3.2. - Consolidation bases The corporate universe of the Group is made up of the subsidiaries listed in Note 5. Joint ventures are included in the financial statements according to the proportional consolidation method, combining, line by line, the share in each item of assets, liabilities, income and gains and expenses and losses of the jointly controlled ventures with the similar items of the Groups financial statements. In compliance with provisions in article 6 of Decree-law 158/2009, of 15 July which approved the ASS, the entity prepares consolidated accounts of the Group composed by itself and all the subsidiaries in which: In compliance with provisions in article 6 of Decree-law 158/2009, of 15 July which approved the ASS, the entity prepares consolidated accounts of the Group composed by itself and all the subsidiaries in which: 46 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. • Irrespective of the capital ownership, one of the following occurs: ◊ It can exercise or effectively exercises a controlling influence; ◊ it governs the business policies of both companies as though they constituted a single entity; • As holder of share capital: ◊ It holds the majority of voting rights, except if it is proven that such rights do not confer control; ◊ It has the power to appoint or remove the majority of the members of the governing body of the other entity with powers to govern the financial and operating policies of such entity; ◊ It exercises a controlling influence over the other entity, by virtue of a contract entered with such entity or any other clause in the said entity's memorandum of association; ◊ It holds at least 20% of the voting rights and the majority of the members of the governing body of the other entity with the powers to govern the financial and operating policies of such entity who have held office during the year to which the consolidated financial statements refer, or in the preceding year until the moment these are prepared, were exclusively appointed as result of the exercise of its voting rights; ◊ It holds, alone or by virtue of an agreement with other capital holders of the other entity, the majority of the voting rights of the holders of this entity's share capital. The existence and the effect of the potential voting rights that are currently exercisable or convertible are considered when assessing whether an entity exercises significant influence. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control and continue to be consolidated until the date when such control ceases. Accounting policies followed by the subsidiaries and joint ventures for preparing their separate financial statements were altered, where necessary, to ensure consistency with the policies adopted by the Group. The purchase method is used for accounting business combinations. The cost of an acquisition is measured at the fair value of the delivered assets, capital instruments issued and liabilities incurred or assumed on the acquisition date plus costs directly attributed to the acquisition. The excess of the acquisition cost over the share of the Group in the fair value of the identifiable assets, liabilities and contingent liabilities purchase is recognised as Goodwill. If the acquisition cost is lower than the said fair value, the difference is recognised directly in the income statement for the year it is determined, after reassessing the identification process and measuring of the fair value of the liabilities and contingent liabilities. In the consolidation process, transactions, balances and non realised gains in intra-group transactions and dividend distributed amongst group companies are eliminated. Unrealised losses are also eliminated, unless the transaction provides evidence of loss through the impairment of the assets being transferred. Provisions in NCRF 25 - Income Tax were applied for temporary differences arising from the elimination of results deriving from intragroup transactions. Equity and net profit of subsidiaries which are held by other than the Group are recorded in the Minority Interests captions of the Balance Sheet (separately under equity) and in the consolidated income statement, respectively. On the date of each business combination, the amounts attributable to minorities are determined using the shareholding percentage held by them at the fair value of the identifiable net assets and contingent liabilities acquired. 47 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. Where losses attributed to minority shareholders exceed the minority interest in shareholders’ equity of the subsidiary, the Group absorbs such excess and any additional losses, except where the minority shareholders are required to and can cover such losses. Where the subsidiary subsequently reports profits, the Group appropriates them up to the amount of the losses absorbed by the Group. 3.3 - Main judgements and estimates used in the preparation of the financial statements In the preparation of the consolidated financial statements according to the ASS, the Board of Directors of the Group uses judgements, estimates and assumptions which affect the application of policies and reported amounts. Estimates and judgements are continually evaluated based on the historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions, namely in what concerns the impact of the costs and income that will actually occur. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below. (a) Useful life of tangible and intangible fixed assets The useful life of an asset is the estimated period of during which an asset subject to depreciation is judged to be productive in a business and should be reviewed at least at the end of each economic year. The amortisation/depreciation method applicable and estimated losses arising from replacing the equipment before the end of their useful life, due to technology obsolescence, is crucial to determine the effective life of an asset. These parameters are defined according to the management's best estimate for the assets and businesses concerned, considering the practices adopted by companies in the sector where the Company operates. (b) Deferred tax assets Deferred tax assets are recognised for all recoverable losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Given the current crisis background and the impact it can have on future results, management judgement is required to determine the amount of deferred tax assets that can be recognised taking into account: • • Probable date and amount of future tax profits; and Strategies for future tax planning. (c) Provisions for tax The Group, based on the opinion of its tax consultants and taking into account recognised liabilities, believes that any possible revision of such tax returns will not result in significant corrections of the consolidated financial statements that may require any provision for tax. (d) Fair value of financial instruments When the fair value of financial assets and liabilities at the date of the consolidated balance sheet cannot be determined on active 48 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. markets, it will be determined based on valuation techniques including discounted cash flows and other adequate techniques under the circumstances. The inputs for these techniques will be withdrawn, where possible, from market variables, but if not possible, a certain degree of judgement will be required to determine the fair value, including considerations on the liquidity risk, credit risk and volatility. (e) Post-employment benefits Evaluation of the liabilities for retirement and healthcare benefits of employees is made annually, based on actuarial valuations made by independent experts, based on actuarial assumptions associated to economic and demographic indicators. All indicators used are specific to the countries where the benefits are attributed and include, among others: Wage growth rate, Fund income rate and technical interest rate; Mortality tables available for Portugal; Future salary and pension increases based on expected future inflation rates for Portugal. Changes in these assumptions may have a significant impact on liabilities. (f) Development costs Development costs are capitalised according to the accounting policy described in Note 3. Initial capitalisation of costs is based on management’s judgement that technological and economical feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised the Board of Directors makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. (g) Impairment in accounts receivable The credit risk of accounts receivable is assessed at each reporting date, taking into account historical information on the debtor and respective risk profile as referred to in paragraph 3.1. Accounts receivable are adjusted by the assessment made to estimated collection risks existing at balance sheet date, which may differ from the effective risk to incur in the future. (h) Provisions The recognition of provisions includes determining the probability of future outflows and its reliable measurement These factors are often dependent on future events which are not always under the Group's control, hence they may lead to significant adjustments in the future, via change in the assumptions used or the future recognition of provisions previously recorded as contingent liabilities. (i) Provisions dismantling and restoring sites Provisions for dismantling and removal of goods from the tangible fixed asset and for restoring the site depend on assumptions and estimates that make them sensitive to: • • • Expected cost to be incurred; Foreseeable date for the occurrence of the costs; Discount rate used in the discount of expected outflows. 49 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 4. CASH FLOWS Caption Cash and Cash Equivalents in the Cash Flow Statement is made up as follows: 31-12-2014 32.126 14.988 13.651.763 3.116.179 8.500.000 12.000.000 22.183.889 15.131.167 Cash Demand deposits Other bank deposits 31-12-2013 5. RELATED PARTIES 5.1 – Group Entities The Company is 100% held by CUF – Companhia União Fabril SGPS, S.A., which in turn is 100% held by CUF – Consultadoria e Serviços, S.A. CUF – Consultadoria e Serviços, S.A. also discloses consolidated financial statements. The companies included in the consolidation, their head offices and the proportion of capital held in them at 31 December 2014 and 2013 are as follows: Effective control 2014 Effective control 2013 Location % held CUF - Químicos Industriais, S.A. ("CUF Químicos") and subsidiaries: Estarreja 100,0% 100,0% Renoeste - Valorização de Recursos Naturais, S.A. ("Renoeste") Estarreja 100,0% 100,0% 100,0% Pontevedra 100,0% 100,0% 100,0% Nutriquim - Produtos Químicos, S.A. ("Nutriquim") Barreiro 100,0% 100,0% 100,0% Quimigest - Soc. Química de Prestação de Serviços, S.A. ("Quimigest") Estarreja 100,0% 100,0% 100,0% Aquatro - Projectos e Engenharia, S.A. ("Aquatro") Barreiro 100,0% 100,0% 100,0% Subsidiaries Electroquímica del Noroeste, S.A. ("Elnosa") 100,0% These subsidiaries were fully consolidated according to the criteria described in Note 3. Associates AQP - Aliada Quimica Portugal, Lda ("AQP") Location % held 2014 2013 Lisbon 49,9% 49,9% 49,9% 5.2 – Transactions with related parties: Transactions with related parties occurred in the years ended 31 December 2014 and 2013 were as follows: 50 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 2014 Companies - CUF SGPS, SA 21.108 493.749 AQP Aliada Quimica Portugal Other income Services purchased Sales and services - 8.175 AP Amoniaco de Portugal - 22.026.565 CUF Consultoria Serviços - 2.829.492 4.592 Innovnano SGPAMAG, S.A. 178.014 - - 13.846 1.460.231 109.309 512.187 26.337.397 295.498 2013 Companies - CUF SGPS, SA AQP Aliada Quimica Portugal 413.393 AP Amoniaco de Portugal 144.881 450.211 SGPAMAG, S.A. - 11.375.295 - 2.748.937 2.520 Innovnano - - - CUF Consultoria Serviços Other income Services purchased Sales and services 174.020 - - 27.019 1.338.880 96.698 587.813 15.913.322 270.719 As of 31 December 2014 and 2013, balances with these entities were made up as follows: 31-12-2014 Companies Assets Liabilities Clients (Note 13.1) Other debtors (Note 13.1) Advances to suppliers 272.268 - - CUF - Consultadoria e Serviços, S.A. Shareholders 428.584 Suppliers (Nota 13.2) Other creditors Shareholders 59.830 - 3.244.296 651.500 - - - - 8.654 - 40.043 - - - - - - 2.450.941 - - - INNOVNANO – Materiais Avançados, S.A. 100.207 - SGPAMAG, S.A. 285.639 105.107 3.149.098 105.107 CUF SGPS, SA AQP Aliada Quimica Portugal AP - Amoníaco de Portugal, S.A. 310.000 - 1.744.369 - - - - - - - - - - 310.000 428.584 - 1.815.754 3.895.796 31-12-2013 Liabilities Assets Companies Clients (Note 13.1) - CUF SGPS, SA Shareholders Suppliers (Nota 13.2) Other creditors Shareholders - - - - - 10.398 - - - - - - 2.810.858 - - - 106.078 - - CUF - Consultadoria e Serviços, S.A. 910.947 83.401 - - - 889.634 - - - 3.943.297 - - INNOVNANO – Materiais Avançados, S.A. SGPAMAG, S.A. 51 Advances to suppliers 53.326 AQP Aliada Quimica Portugal AP - Amoníaco de Portugal, S.A. Other debtors (Note 13.1) ANNUAL REPORT 2014 910.947 637.167 - - 5.774 482.362 1.125.303 3.655.817 - - - - 3.666.215 CUF - QUÍMICOS INDUSTRIAIS, S.A. 6. TANGIBLE FIXED ASSETS The gross recorded amount and any cumulative depreciation and impairment losses and the reconciliation of the recorded amount for the beginning and end of the period, separately showing increases, revaluations, disposals, assets held for sale, amortisation, impairment losses and respective reversals and other changes, are specified in the following table: Land and natural resources Buildings and other constructions Basic equipment Transport equipment Administrative equipment Other fixed assets Investments in progress Subtotal Total tangible assets Cost: 1.028.614 33.104.166 259.768.550 1.538.178 2.678.308 744.622 298.862.438 1.927.689 300.790.126 Increases 36.904 424.304 3.528.581 1.169 40.279 873.304 4.904.540 1.931.430 6.835.970 Transfers - 342.925 1.269.553 - 567 3.751 1.616.795 (1.619.366) (2.571) Disposals - - - (35.139) (35.139) 01 January 2013 Write-offs - 1.065.518 31 December 2013 33.871.395 264.566.684 (729.443) 809.904 2.719.154 1.621.676 (729.443) 304.654.331 - (729.443) 2.204.613 306.858.944 Increases 89.484 106.746 1.924.573 19.500 22.405 40.493 2.203.200 3.377.684 5.580.884 Transfers - 206.460 1.712.072 37.658 19.005 20.241 1.995.436 (2.100.160) (104.724) Disposals - - - (13.951) - - (13.951) - Write-offs - - (7.739) - (523) - (8.262) - (8.262) Transfers - - - - (7.000) (74.124) (81.124) - (81.124) 2.753.040 1.608.286 308.749.630 1.155.002 31 December 2014 Land and natural resources 34.184.601 Buildings and other constructions 268.195.590 Basic equipment 853.111 Transport equipment Administrative equipment Other fixed assets Subtotal 3.482.137 Investments in progress (13.951) 312.231.767 Total tangible assets Amortization and Impairment: - 21.688.239 123.742.715 1.296.615 2.497.102 354.513 149.579.184 - 149.579.184 Amortisation (Note 25) - 1.259.657 16.422.388 53.444 80.435 880.299 18.696.224 - 18.696.224 Write-offs - (720.162) - (720.162) - (720.162) 01 January 2013 - - 629.897 2.577.537 1.234.812 167.555.246 - 167.555.246 41.657 52.205 66.062 17.854.919 - 17.854.919 (13.951) - - (13.951) - (13.951) - (4.439) - (4.439) (7.000) (74.124) (81.124) - (81.124) 2.622.219 1.226.750 185.310.651 - 185.310.651 - 22.947.896 140.165.103 Amortisation (Note 25) - 1.295.728 16.399.268 Disposals - - - Write-offs - - (3.916) - (523) Transfers - - - - 31 December 2013 31 December 2014 - 24.243.624 156.560.455 - 657.602 Net carrying amount: 31 December 2014 1.155.002 9.940.977 111.635.135 195.508 130.821 381.536 123.438.979 3.482.137 126.921.116 31 December 2013 1.065.518 10.923.499 124.401.581 180.007 141.616 386.864 137.099.085 2.204.613 139.303.698 01 January 2013 1.028.614 11.415.927 136.025.835 241.563 181.206 390.108 149.283.253 1.927.689 151.210.942 As shown in table above, depreciation for the period totalled EUR 17 854 thousand (2013: EUR 18 696 thousand) and cumulative depreciation at the end of the period totalled EUR 185 311 thousand (2013: EUR 167 555 thousand). 52 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 7. INVESTMENT PROPERTY Investment property is property held (by the owner or by the lessee under a finance lease) to earn rentals or for capital appreciation or both. Therefore, an investment property generates cash flows largely independent from the other assets held by the entity, which are whether occupied by Group companies or held for use in the production or supply of goods or services, or determined as for short-term sale in the ordinary course of business. As described in paragraph 3.1-b), the Company adopts the cost model to evaluate its investment property. The gross recorded amount and any cumulative depreciation and impairment losses and the reconciliation of the recorded amount for the beginning and end of the period, separately showing increases, revaluations, disposals, assets held for sale, amortisation, impairment losses and respective reversals and other changes, are specified in the following table: Land and natural resources Buildings and other constructions Total Investment property Cost: 01 January 2013 18.879.042 2.481.839 21.360.881 Disposals - - - Write-offs (38.002) - (38.002) 31 December 2013 18.841.040 Disposals 2.481.839 (102.468) 31 December 2014 18.738.572 Land and natural resources 2.481.839 Buildings and other constructions 21.322.879 (102.468) 21.220.411 Total Investment property Amortization and Impairment: 01 January 2013 Depreciation (Note 25) 31 December 2013 Depreciation (Note 25) 31 December 2014 1.509.352 - 1.509.352 - 89.003 89.003 - 1.598.356 1.598.356 - 88.323 88.323 - 1.686.679 1.686.679 Net carrying amount: 31 December 2014 18.738.572 795.160 19.533.732 31 December 2013 18.841.040 883.483 19.724.523 01 January 2013 18.879.042 972.487 19.851.529 As shown in table above, depreciation for the period totalled EUR 88 thousand (2013: EUR 89 thousand) and cumulative depreciation at the end of the period totalled EUR 1.687 thousand (2013: EUR 1.598 thousand). 53 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 8. INTANGIBLE ASSETS The gross recorded amount and any cumulative amortisation and the reconciliation of the recorded amount for the beginning and end of the period, separately showing increases, disposals, assets held for sale, amortisation, impairment losses and other changes, are shown in the following table: Development projects Industrial property Software Emission Rights Subtotal Investments in progress Total intangible assets Cost: 01 January 2013 1.705.192 538.890 - - Emission Rights granted - - - Acquisitions - 10.176 19.532 Transfers - 41.500 3.350 590.565 22.882 31 December 2013 1.705.192 Acquisitions Use of emission rights Changes in fair value 2.643.623 105.668 - 29.708 (63.389) 44.850 (42.279) 4.962.262 - 2.349.750 2.643.623 (33.681) 2.571 4.962.263 - - 2.356 - 2.356 - - (118.773) (118.773) - (118.773) - - 1.005.880 1.005.880 - 1.005.880 - - 104.724 - 104.724 5.956.450 - 5.956.450 1.812.272 Development projects 590.565 - 2.643.623 104.724 31 December 2014 - 2.244.081 2.356 - Transfers 2.643.623 - 22.882 Industrial property Software 3.530.730 Emission Rights Subtotal Investments in progress Total intangible assets Amortization and Impairment: - 95 156.405 183.619 - 183.619 1.705.192 526.933 95 156.405 2.388.625 - 2.388.625 26.770 25.227 1.144 423.780 476.921 - 476.921 - - - (118.773) (118.773) - (118.773) 1.239 461.411 Amortisation (Note 25) 31 December 2013 - Amortisation (Note 25) Write-offs 31 December 2014 2.205.007 2.205.007 27.119 1.705.192 01 January 2013 1.731.962 499.815 552.160 - - 2.746.773 - 2.746.773 Net carrying amount: 38.405 21.643 3.069.319 3.209.677 - 3.209.677 31 December 2013 (1) 63.632 22.787 2.487.218 2.573.637 - 2.573.637 01 January 2013 (1) 39.075 - 80.309 31 December 2014 - 39.074 105.668 144.743 As shown in table above, depreciation for the period totalled EUR 477 thousand (2013: EUR 184 thousand) and cumulative depreciation at the end of the period totalled EUR 2 747 thousand (2013: EUR 2 389 thousand). 54 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 9. EQUITY HOLDINGS The Group’s equity holdings at 31 December 2014 and 2013 are made up as follows: 31-12-2014 31-12-2013 Equity method Investments in associates (Note 9.1) 1.103.105 1.057.186 1.103.105 1.057.186 31-12-2014 31-12-2013 Other methods Investment in other companies Non listed shares (Note 9.2) 9.228 9.218 9.228 9.218 9.1– Investment in associates: Associated companies consolidated according to the equity method, their head offices and the proportion of capital held in them are as follows: Financial information at 31 December 2014 Net profit Share capital 31-12-2014 % 31-12-2013 Equity method AQP 2.118.609 486.305 ECODEAL 49,90 1.103.105 23 1.057.186 - Changes occurred during the year in subsidiaries measured by the equity method are as follows: Balance at 01 January 2014 AQP 1.057.186 Balance at 01 January 2013 AQP 1.001.011 55 ANNUAL REPORT 2014 Net profit (Note 19) 486.305 Net profit (Note 19) 440.386 Dividend distribution (440.386) Dividend distribution (384.210) Balance at 31 December 2014 1.103.105 Balance at 31 December 2013 1.057.186 CUF - QUÍMICOS INDUSTRIAIS, S.A. 9.2 – Equity Holdings – other methods 31-12-2014 Erase - Emp. Regeneração de Águas e Solos de Estarreja 31-12-2013 9.228 9.228 Other 13.400 13.400 22.628 22.628 Amortization and provisions for losses in securities and other applications (13.400) (13.410) 9.228 9.218 10. INVENTORIES 10.1 – Inventories The total amount of inventories and the amount recorded under adequate classifications are as follows: 31-12-2014 Goods 31-12-2013 29.576 134.374 Raw materials, subsidiary materials and consum. 16.057.540 12.881.755 Finished and semi finished products 13.369.765 14.829.151 Products and work in progress 29.456.881 12.679 27.857.959 The amounts of inventories recognised as expenses for the period are as follows: 10.2 – Work in progress Finished and semi finished products Balance at 01 January 2013 15.507.849 Products and work in progress Total 21.704 Adjustments (120.321) - Increase/decrease for the year (558.377) (9.025) 15.529.553 (120.321) (567.402) Balance at 31 December 2013 14.829.151 12.679 14.841.830 Balance at 01 January 2014 14.829.151 12.679 14.841.830 Adjustments Impairment Increase/decrease for the year Balance at 31 December 2014 56 ANNUAL REPORT 2014 633.784 - 633.784 (2.028.515) - (2.028.515) (64.656) 13.369.765 (12.679) - (77.335) 14.130.711 CUF - QUÍMICOS INDUSTRIAIS, S.A. 10.3 – Cost of goods sold Raw-materials, subsidiaries & consumables Goods Balance at 01 January 2013 Purchases Balance at 31 December 2013 601.962 13.556.883 14.158.846 15.651.430 213.922.397 229.573.827 (134.374) 16.119.018 Balance at 01 January 2014 Purchases Impairments (12.881.755) (13.016.129) 230.716.544 214.597.526 134.374 12.881.755 13.016.129 28.191.328 219.579.387 247.770.715 (867.247) (867.247) - Correction of inventories Balance at 31 December 2014 Total (29.576) 28.296.126 (85.141) (85.141) (16.057.540) (16.087.116) 243.747.341 215.451.215 10.4 – Impairment of Inventories The amount of adjustments and reversals of inventories recognised as expenses for the period and as decrease in expenses for the period are as follows: 2014 2013 (867.247) (289.430) Impairment losses Raw materials, subsidiary materials and consum. Finished and semi finished products (2.028.515) - Reversal of impairment losses: Finished and semi finished products (2.895.762) 87.314 (202.117) The fall in benzene prices in the last quarter of 2014 and beginning of 2015 led to impairments in benzene and MNB finished and intermediate products with significant impact. This change driven by market prices affect stock levels, since the likelihood of offsetting this fall is uncertain. 11. STATE AND OTHER PUBLIC ENTITIES At 31 December 2014 and 2013 this caption was made up as follows: 31-12-2014 31-12-2013 Balances receivable VAT 2.253.829 214.974 2.253.829 214.974 Other taxes Balances payable Special and tax payments on account Income tax withheld - 12.935 130.951 165.938 VAT 202.914 1.082.087 Payments to Social Security 218.028 225.066 551.893 1.486.026 57 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 12. DEFERRALS 12.1 – Expenses to recognise At 31 December 2014 and 2013 recognisable expenses are made up as follows: 31-12-2013 31-12-2014 Expenses to recognise Insurance 119.143 Other 103.752 80.813 56.132 199.956 159.884 12.2 – Income to recognise At 31 December 2014 and 2013 recognisable income is made up as follows: 31-12-2013 31-12-2014 Income to recognise Surface Rights 161.428 Investments in progress 174.143 - 13.852 161.428 187.995 13. FINANCIAL INSTRUMENTS Measurement bases and other accounting policies used in the accounting of financial statements that are relevant for an understanding of the financial statements are described in the sub-paragraphs of paragraph 3.1. 13.1– Clients and other accounts receivable Financial assets with recognised impairment losses, specifying separately for each category i) the carrying amount resulting from the measuring at cost or at amortised cost, and ii) cumulative impairment, are as follows: 31-12-2014 Cost Cumulative impairment 31-12-2013 Book value Cumulative impairment Cost Book value Clients 26.294.650 - 26.294.650 37.751.804 - 37.751.804 Clients - securities receivable Clients c/a 2.147.674 - 2.147.674 1.309.956 - 1.309.956 Group clients and other related parties (Note 5.2) 3.149.098 - 3.149.098 3.943.297 - 3.943.297 Doubtful receivables 3.023.570 (3.023.570) 34.614.991 (3.023.570) 31.591.422 3.013.479 (3.013.479) 46.018.537 (3.013.479) 43.005.057 Other accounts receivable Other accounts receivable c/a 4.881.044 Other doubtful receivables (2.038.770) Personnel 2.264 Accounts receivable for accrued income 220.514 3.065.052 58 ANNUAL REPORT 2014 (2.038.770) (2.038.770) 4.881.044 328.993 (4.077.540) 2.038.770 2.264 4.172 220.514 1.026.282 2.371.935 (2.038.770) (2.038.770) 328.993 4.172 333.165 CUF - QUÍMICOS INDUSTRIAIS, S.A. The amount of impairment losses recognised for each class of financial assets is as shown in the following tables: 31-12-2014 Opening balance Impairment (P&L) Reversal (P&L) Use Closing Balance Financial assets measured at cost minus impairment; Clients General clients (3.013.479) (25.710) (52.424) 68.044 (3.023.570) (25.710) (52.424) 68.044 (5.062.340) Other accounts receivable - current Other accounts receivable c/a (2.038.770) (5.052.250) 31-12-2013 Opening balance (2.038.770) Impairment (P&L) Reversal (P&L) Use Closing Balance Financial assets measured at cost minus impairment; Clients General clients (3.092.273) (32.707) 102.501 8.999 (3.013.479) (2.038.770) - (2.800.000) - 2.800.000 - - (2.038.770) (7.931.043) (32.707) 2.902.501 8.999 Other accounts receivable - current Other accounts receivable c/a Shareholders - current - (5.052.250) 13.2 – Accounts payable As at 31 December 2014 and 2013, caption Accounts Payable is made up as follows: 31-12-2014 31-12-2013 Trade payables 23.299.500 22.280.115 Suppliers - securities payable Trade payables c/a 1.250.563 1.100.710 Suppliers of the Group (Note 5.2) 1.815.754 1.125.303 Invoices expected or being checked 1.132.192 5.498.601 27.498.009 30.004.729 13.3 – Other accounts payable As at 31 December 2014 and 2013, caption Accounts Payable is made up as follows: 31-12-2014 Suppliers of investment a/c 31-12-2013 1.330.497 1.248.111 5.977 4.442 Increase for holiday pay and holiday bonus 941.859 1.120.294 Other increase 811.460 677.288 Personnel Accounts payable for accrued expenses Other Receivables and Trade Payables 59 ANNUAL REPORT 2014 1.739.916 60.392 4.829.708 3.110.527 CUF - QUÍMICOS INDUSTRIAIS, S.A. 13.4 – Borrowings Caption borrowings as of 31 December 2014 and 2013 is made up as follows: 31-12-2014 Financing entity 6.000.000 Bank loans at cost 1.000.000 92.997.415 - - 1.375.922 Other AICEP loans 12.349.123 - - Other AICEP loans - - 2.916.058 40.137 93.813.886 98.124.061 - 985.000 816.471 8.375.922 Non current Current Non current Current Bank loans at cost Secured accounts 31-12-2013 16.290.318 6.605.414 104.729.475 Bank loans measured at amortised cost and respective terms and conditions are as shown in the following table: Maturity 31-12-2014 31-12-2013 Loans payable Non current Bank loans EIB 30-12-2022 39.990.000 42.870.000 BES+CGD 30-12-2022 43.322.500 46.442.500 BES Floating interest rate swaps 30-12-2022 4.844.195 4.408.419 CBI Floating interest rate swaps 30-12-2022 4.840.719 4.403.141 92.997.415 98.124.061 Floating interest rate swaps Current Bank loans EIB 30-12-2022 2.880.000 5.670.000 BES+CGD 30-12-2022 3.120.000 6.142.500 BIC 05-09-2014 - 536.623 6.000.000 12.349.123 98.997.415 110.473.184 The amounts resulting from changes in the fair value of hedging instruments recognised in equity during the period, to hedge the interest rate risk of the loans contracted for the Capacity Expansion Plan are as follows: 31-12-2012 Changes in fair value 31-12-2013 Changes in fair value 31-12-2014 Adjustments to financial assets and liabilities Change in assets Equity holdings - 43.874 43.874 - 43.874 Change in liabilities Derivatives with effective hedging Floating interest rate swaps 60 ANNUAL REPORT 2014 8.894.410 (2.417.913) 6.476.497 1.029.312 7.505.809 8.894.410 (2.374.039) 6.520.371 1.029.312 7.549.683 CUF - QUÍMICOS INDUSTRIAIS, S.A. 14. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS The accounting policies followed to recognise Provisions, Contingent Liabilities and Contingent Assets are described in the following sub-paragraphs of paragraph 3.1. 14.1 - Provisions The change occurred in provisions, according to provision, is as follows: Other provisions 1.359.461 01 January 2013 TOTAL 1.359.461 Used in the year (22.695) (22.695) Increases for the year 921.227 921.227 31 December 2013 2.257.993 2.257.993 01 January 2014 2.257.993 2.257.993 Reversals in the year (Note 29.1 + PL) (871.169) Increases for the year 910.897 910.897 2.297.722 2.297.722 31 December 2014 (871.169) The Group has another provision in the amount of €800 thousand relating to subsidiary Elnosa, which has its facilities located on a land subject to a concession agreement for a 50-year period, ending in 2018. At the end of the concession, Elnosa will have to clean and decontaminate the land before returning it, having set up the said provision to this end. For the same reason, i.e. end of the concession in 2018, Elnosa decided to set up a provision to face restructuring costs, in the amount of 499 thousand Euros, to be allocated on a straight-line basis to each of the remaining years. As far as Nutriquim is concerned, taking into consideration the company's restructuring plan, a provision was also set up, in the amount of € 1.150 thousand in 2013; part of this provision was used in 2014 to face personnel costs, and was further increased for the same purposes, by € 778 thousand. CUF Químicos (former Quimigal – Química de Portugal) was sentenced in a lawsuit, though the compensation amount payable is not yet known; as result, for conservative reasons, the company decided to set up a provision in 2013 for the total amount of the lawsuit, i.e. € 4 million. The company has appealed against the decision, and the provision was adjusted accordingly to € 1.500 thousand. 61 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 15. EMPLOYEES BENEFITS 15.1 - Employees benefits The reconciliation between opening and closing balances of the current value of these obligations is shown in the following table: Post- employment benefits Defined retirement benefit plan Medical benefit plan (no (no fund set up) Fund set up) Interest expenses 172.920 - 10.719 - Cost of current service Benefits paid (511.842) Actuarial (gains) / losses (504.893) Interest expenses 172.920 10.719 (113.983) (625.825) 22.183 (482.710) 5.127.129 786.000 4.341.129 Liability for defined benefits at 31 December 2013 6.052.024 877.800 5.174.224 Liability for defined benefits at 01 January 2013 Total 143.335 Cost of current service 143.335 525 Benefits paid 525 (505.112) Actuarial (gains) / losses Liability for defined benefits at 31 December 2014 (133.625) (638.737) 433.979 45.226 479.205 4.413.856 697.601 5.111.457 15.2 - Post-employment benefits The Group's accounting policy concerning the recognition of actuarial gains and losses relating to post-employment benefits pursuant to Defined Benefit Plans is described in sub-paragraph o.1) of paragraph 3.1. Name of plan Company Type Addressees Location CUF Quimicos Retirement pension plans Defined benefit - complementary pension for old age, disability and survival Former and current employees from ex-CUF Portugal CUF Quimicos Medical benefits Defined benefit - medical benefits without provided fund Former and current employees from ex-CUF Portugal CUF - Químicos has commitments with some employees to complement the retirement pensions for old age, disability and survival. These actuarial valuations were carried out using two methods: (a) Projected Unit Credit method and the following assumptions and technical bases in 2014 and 2013: 31-12-2014 31-12-2013 Salary growth rate for Social Security Security 2,0% 3,0% Salary growth rate 2,0% 3,0% Rate of return of the fund 3,5% 5,0% Pension growth rate 0,0% 0,0% Technical rate (life rents) 3,5% 5,0% Revaluation of salaries for Social Security 1,0% 2,0% Mortality table TV 88/90 TV 88/90 Disability table EKV80 EKV80 62 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. CUF – Químicos has to complement the retirement pensions of its former and current employees coming from former CUF and only these with whom it assumed such obligation. Although it did not set up any fund or insurance to cover these liabilities, the Company set up a specific provision which is updated based on an actuarial study carried out by a specialised independent company. According to the valuation report prepared by PensõesGere – S.G.F.P., S.A., the current value of liabilities for past services and retirement pensions at the date of the balance sheet is estimated at EUR 4.414 thousand; the liability for post-employment benefits was adjusted accordingly. 15.3 - Healthcare benefits Pursuant to an agreement entered with Hospital CUF, CUF Químicos has the responsibility to pay in-patient, out-patient and surgery expenses, as well as the share part of medicines not paid by Social Security (only medicines covered by Social Security) of its former and current employees from ex-CUF (and only those) with whom it assumed this responsibility. This Company has not set up any fund or insurance to cover this responsibility, however it did set up a provision for the purpose, which is adjusted according to an actuarial valuation carried out by a specialized and independent company. According to the valuation report presented by the company, the current amount of the liabilities with past services of CUF Químicos with healthcare as of 31 December 2014 at €698 thousand (2013: €786 thousand), recorded under item “Liabilities for post-employment benefits". 15.4 - Personnel expenses Personnel expenses were as follows: 2014 2013 Remuneration of the members of governing bodies 1.062.485 558.166 Wages 8.152.894 8.078.944 589.904 (320.704) Retirement benefits Retirement pension plans Indemnities 1.020.351 40.902 Wage expenses 2.236.793 2.085.802 Occupational insurance 107.851 94.190 Social security expenses 854.477 806.793 Other personnel expenses During 2014 and 2013, the average number of employees totalled 338 and 336, respectively. 63 ANNUAL REPORT 2014 122.019 203.615 14.146.773 11.547.707 CUF - QUÍMICOS INDUSTRIAIS, S.A. 16. OTHER EQUITY INSTRUMENTS 16.1 – Capital The Company’s capital at 31 December 2014 and 2013 was made up of 6.100.000 fully subscribed and paid up shares of five Euro each, 100% held by CUF - Companhia União Fabril, SGPS, S.A. 16.2 - Reserves and Results This caption is made up as follows: Legal reserves Balance at 01 January 2014 Remaining of the appropriation of Results 3.955.946 341.637 Other reserves 18.066.308 - 16.324.226 6.491.101 Result for the year - Revaluation surplus of tangible and intangible assets and respective changes - (187.104) 187.104 Adjustments for deferred tax - 639.777 (12.829) Balance at 31 December 2014 4.297.583 Legal reserves Balance at 01 January 2013 3.661.880 Set up of Legal Reserve 294.066 - Results brought forward 18.518.981 Other reserves 18.114.078 - - 22.989.601 Results brought forward 45.689.213 - Income distribution - - (35.000.000) Remaining of the appropriation of Results - - 5.587.242 Result for the year - - - Other - (47.770) 47.770 Balance at 31 December 2013 3.955.946 18.066.308 16.324.226 Net Profit/(Loss) for the year 6.832.738 (6.832.738) 5.490.581 5.490.581 Net Profit/(Loss) for the year 5.881.308 (5.881.308) 6.832.738 6.832.738 16.3 - Other changes in equity This caption is made up as follows: Subsidies (Note 17) Emission Rights Other 31-12-2014 31-12-2013 11.484.148 8.599.274 2.378.722 1.828.105 58.183 13.921.053 64 ANNUAL REPORT 2014 10.427.379 CUF - QUÍMICOS INDUSTRIAIS, S.A. Changes in issuing rights are as follows: 31-12-2014 - 2.487.218 Balance at 1 January Granted (Note 8) - Used (Notes 22 and 29.1) 2.643.623 (423.780) Fair value (Note 29.1) 1.005.880 Balance at 31 December 3.069.318 Deferred taxation (Note 28) (156.405) 2.487.218 (690.597) Net balance at 31 December, Net 31-12-2013 (659.113) 1.828.105 2.378.722 17. GOVERNMENT SUBSIDIES The accounting policies followed to recognise government subsidies, including the methods followed to present them in the financial statements are described in the following sub-paragraphs of paragraph 3.1: The nature and amount of the government subsidies recognised in the financial statements are as follows: Recognised in equity: 2014 Gross value 2013 Deferred taxes Net value Gross value Deferred taxes Net value 5.228.585 11.699.691 (3.100.417) 8.599.274 7.113.720 (1.885.135) Received in the year 4.431.754 (997.145) 3.434.609 6.204.456 (1.644.181) 4.560.275 Transferred to results (Note 22) (1.313.191) (1.313.191) (1.607.124) 425.888 (1.181.236) Opening balance Adjustment 14.818.255 Closing Balance Attributable to the Group (Note 16.3) 763.456 763.456 (3.334.106) 11.484.148 (11.360) 11.699.691 3.011 (3.100.417) (8.350) 8.599.274 8.599.274 11.484.148 Recognised in income for the year: 2014 Investment subsidy (Note 22) Operating subsidies 1.313.191 12.029 1.325.219 2013 1.607.124 1.607.124 In 2012, 2013 and 2014 AICEP granted CUF QI an achievement award within the scope of the Investment Contract in force, recognised as Non Refundable Subsidy granted pursuant to the Capacity Expansion Project. The Group did not benefit directly from any other Government aid. 65 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 18. REVENUE The accounting policies followed to recognise revenue, including the methods followed to determine the ending phase of transactions involving the rendering of services are described in paragraph 3.1-q). As of 31 December 2014 and 2013, item Sales and Services is broken down as follows: 2013 2014 Sale of Goods Goods 14.107.820 15.756.223 335.413.180 311.580.460 Sub-products, waste and residues 147.125 201.707 Return of sales (192.740) (35.913) (1.347.641) (643.064) Finished and semi finished products Discounts and reductions to sales 348.127.743 326.859.412 2.211.364 2.257.985 Rendered services Services Discounts and reductions (201.167) (56.011) 2.010.197 2.201.974 350.137.940 329.061.386 Sales and services broken down by significant geographical market are as follows: 2014 Portugal Sale of Goods Rendered services Europe 199.092.170 147.210.992 1.865.070 145.128 200.957.239 147.356.120 America Asia Africa 176.721 1.432.130 176.721 215.731 1.432.130 Total 215.731 348.127.743 2.010.197 350.137.940 2013 Portugal Sale of Goods Rendered services 212.448.644 112.465.603 2.194.057 7.917 214.642.701 112.473.520 America Asia Africa Europe 470.028 470.028 1.475.136 1.475.136 Total - 326.859.412 - 2.201.974 - 329.061.386 Gross margin is as shown in the following table: 2014 2013 Sale 348.127.743 326.859.412 Cost of goods sold (Note 10.3) (243.747.341) (230.716.544) 104.380.402 96.142.868 66 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 19. GAINS/LOSSES OF SUBSIDIARIES, ASSOCIATES AND BUSINESS COMBINATIONS At 31 December 2014 and 2013, this caption was made up as follows: 2014 2013 Income and gains Subs. & Associates Joint undertakings Application of the Equity Method (note 9.1) 486.305 440.386 486.305 440.386 20. OWN WORK CAPITALISED At 31 December 2014 and 2013, this caption was made up as follows: 2014 2013 Own work capitalised: Intangible assets (Note 8) 67 ANNUAL REPORT 2014 19.043 44.597 19.043 44.597 CUF - QUÍMICOS INDUSTRIAIS, S.A. 21. SUPPLIES AND SERVICES At 31 December 2014 and 2013, this caption was made up as follows: 2014 2013 Sub-contracts Specialised services Specialised works 7.160.423 Advertising costs 6.959.237 26.491 24.452 302.059 316.702 Fees 84.651 95.719 Other fees 50.047 43.952 5.108.499 6.398.924 Tools and utensils 41.377 82.147 Books ant technical documentation 54.539 74.134 104.967 31.545 Promotional items 22.389 44.037 Other 30.986 76.520 26.790.266 23.852.606 6.424.019 5.597.424 Surveillance and Safety Maintenance and repairs Material Stationery Energy and fluids Electricity Fuel Water Gas Other fluids 36.059 37.864 307.698 316.649 39.058 65.923 441.227 335.765 Travelling, accommodation and transport Travelling and accommodation Transport of personnel Transport of goods - 1.589 13.325.438 12.372.515 2.440.409 2.252.160 Sundry services Rents and rentals Communication Insurance Legal services 69.866 65.656 1.620.108 1.772.860 6.557 6.522 Representation fees 120.937 52.293 Cleaning, Hygiene and comfort 279.077 284.629 Other 112.349 184.669 (3.362.674) (3.976.697) Consolidation corrections 61.636.821 68 ANNUAL REPORT 2014 57.369.799 CUF - QUÍMICOS INDUSTRIAIS, S.A. 22. OTHER OPERATING INCOME At 31 December 2014 and 2013, this caption was made up as follows: 2014 2013 Supplementary income Equipment rental Other 1.108.650 1.040.705 667.794 1.040.738 Prompt payment discounts obtained 34 176 Recovery of receivables 11.632 36.562 Gains on inventories 99.556 73.342 409.895 445.209 423.780 156.405 Gains on fixed assets Disposals Income and Gains on Non Financial Investments Gains on emission rights Use of rights (Note 16.3) Other 7.706 - Other Corrections relating to previous years Excess of estimated tax Appropriation of investment subsidies (Note 17) 3.001 296.574 124.786 121.232 1.313.191 1.607.124 Contractual benefits penalties - 500.000 Indemnities of insurable events - 478.758 Tax refund Operating exchange differences (Note 24) Other, non specified - 10.138 30.839 35.734 580.040 1.727.479 4.780.901 7.570.175 Other Gains stemming from emission allowances concern the FP Carbon subsidy for the reduction of CO2 emissions at CUF-QI in the amount of € 424 thousand . In relation to caption Other (non specified) the most relevant amount refers to the existing agreement for the supply of hydrogen, in the amount of € 498 thousand. 69 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 23. OTHER OPERATING COSTS At 31 December 2014 and 2013, this caption was made up as follows: 2013 2014 Tax 318.962 Prompt payment discounts obtained Losses on inventories 437.597 9.266 6.232 1.061.692 1.080.106 Expenses and losses in remaining financial investments Other - 523 Expenses and Losses on Non Financial Investments Expenses with investment property Other 22.809 - - 5 Other Corrections relating to previous years Donations Contributions Samples and offers of inventories Insufficiency of estimated tax Operating exchange differences (Note 24) 1.139 104.002 14.823 17.730 122.895 104.387 2.024 - 23.050 153.629 123.678 131.068 Penalties and fines 34.058 5.604 Other financial expenses and lossea 69.604 147.242 1.804.000 2.188.126 24. EFFECTS OF CHANGES IN EXCHANGE RATES The amount of foreign exchange differences recognised in the income statement is shown in the following table: 2014 2013 Exchange gains included in: Other operating income Other operating exchange differences (Note 22) 30.839 35.734 30.839 35.734 Exchange losses included in: Other operating costs Other operating exchange differences (Note 23) 123.678 131.068 123.678 131.068 No changes have occurred in the operating currency or in relation to the parent company or any of its foreign businesses. 25. EXPENSES/REVERSAL OF DEPRECIATION AND AMORTISATION At 31 December 2014 and 2013, this caption was made up as follows: 2014 2013 Depreciation and Amortisation expenses Investment property (Note 7) Tangible fixed assets (Note 6) Intangible assets (Note 8) 70 ANNUAL REPORT 2014 88.323 89.003 17.854.919 17.917.818 476.921 183.619 18.420.163 18.190.441 CUF - QUÍMICOS INDUSTRIAIS, S.A. 26. FINANCIAL INCOME ANG GAINS At 31 December 2014 and 2013, this caption was made up as follows: 2014 2013 Interest earned on deposits 78.315 Other similar income 204.430 15.461 61.938 93.777 266.368 27. FINANCIAL COSTS AND LOSSES At 31 December 2014 and 2013, this caption was made up as follows: 2013 2014 Interest paid on loans obtained Other 3.521.886 5.149.380 1.001 - Other financing expenses and losses Other 897.049 8.611 4.419.935 5.157.990 28. INCOME TAX Expenses (income) for current taxes are as follows: 2014 2013 Current tax Corporate Income Tax for the year 3.234.705 3.624.345 3.234.705 3.624.345 (340.807) 27.358 Deferred tax Originated and subject to reversal for temporary differences (340.807) 2.893.898 27.358 3.651.703 Deferred and current income tax on the items debited or credited to equity are shown in the following table: 2014 2013 Deferred tax Recognised in revaluation reserves Recognised in other reserves Net gains on net investments in foreign operations Subsidies 71 ANNUAL REPORT 2014 3.328.570 3.959.618 2.290 42.184 (2.179.106) (2.335.064) 4.024.704 3.759.531 5.176.459 5.426.270 CUF - QUÍMICOS INDUSTRIAIS, S.A. The amounts of deferred tax assets and liabilities recognised in the balance sheet for each period shown according to each type of temporary difference and concerning each type of non used tax losses and credit for non used taxes are as follows: Balance sheet items 31-12-2014 Profit and loss items 31-12-2013 Other equity items 31-12-2014 31-12-2013 (833) - - 2013 2014 Deferred tax assets Temporary differences: Transition adjustments to ASS R&D expenses - 833 (833) Other Post employment benefits - medical benefits 156.960 208.290 (51.330) (24.327) - - Post employment benefits - pensions 993.118 1.150.399 (157.281) (220.770) - - Provisions not considered for tax purposes 421.520 158.889 262.632 100.657 - - (67.850) - - Impairment of non depreciable investments Changes in fair value - - - 2.179.106 2.335.064 - 3.750.704 3.853.475 53.187 Balance sheet items 31-12-2014 (213.123) Profit and loss items 31-12-2013 (871.764) (871.764) Other equity items 2013 2014 (155.958) (155.958) 31-12-2014 31-12-2013 Deferred tax liabilities Temporary differences: Transition adjustments to ASS 2.290 42.184 (39.894) (5.861) Revaluation of investment property Re-assessment of tangible fixed assets 3.328.570 3.959.618 - (15.110) (631.048) (15.110) Investment subsidies 3.334.108 3.100.419 - 1.215.282 233.689 1.215.282 690.597 659.113 - 659.113 31.484 659.113 13.145 (13.145) 7.774.479 (53.039) CO2 licence subsidy Other 7.355.565 (7.059) 1.846.365 - (365.875) (5.861) 1.853.424 29. TOTAL LIABILITIES 29.1 - Environmental matters - Greenhouse gas emissions Measures to deal with climatic changes have major significance in terms of the environmental policy, with obvious implications in the near future. As such, an important set of policies and measure has been set up, based on significant interaction with economic agents, in a true spirit of shared responsibility. In this context, it is worth noting the European Emissions Trading Scheme (EETS), created by Directive 2003/87/CE of the European Parliament and Council dated 13 October 2003, amended by Directive 2004/101/CE, of the European Parliament and Council of 27 October 2004, which was the first instrument created at European level to regulate and control greenhouse gas (GHG) emissions. More recently, within the framework of the climate and energy package, the Parliament and Council issued Directive 2009/29/CE dated 23 April 2009, which amends Directive 2003/87/CE, of the European Parliament and the Council dated 13 October 2003, to improve and extend the European emissions trading scheme «new EETS directive», which establishes the legal framework as from 2013. Subsequently, Decree-law 252/2012 of 26 November transposed the said directive 2009/29/CE into national law, introducing the new EETS framework in Portugal. 72 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. In the first two periods of the EETS, specifically 2005-2007 and 2008-2012, underlying rules consisted mainly of the free allocation of emission allowances (EA), the obligation to monitor, verify and communication emissions and the return of allowances in the corresponding amount. The free allocation was made through national plans PNALE I and PNALE II, both approved by the European Commission. According to the latest directive, as rom 2013 rules change considerably, introducing a wider range of gases and sectors, a total amount of allowances that is determined at EU level and an allocation made through tenders. Allowances remain marginally free, based on benchmarks defined at community level. Summing up, allowances will be free, based on benchmarks. This free allocation will correspond initially to 80% of the amount determined according to the harmonised method, and will decrease annually in equivalent amounts, down to 30% by 2020, until reaching 0% - i.e. no free allowance - in 2027. This methodology was established by Decision 2011/278/UE of 27 April 2011 issued by the European Commission, which set forth the transitory rules applicable to the harmonised allocation of free emission allowances, under the terms of article 10-A of Directive 2003/87/CE of the European Parliament and the Council dated 13 October 2003. Finally, national plans for the allocation of emission allowances for the 2013-2020 period are replaced by a list of facilities covered by the EEST and respective allowances awarded for free - the «NIMs List» -, prepared based on data provided for the purposes by eligible facilities, under the terms of Decision 2011/278/UE of the Commission, dated 27 April 2011. Within this framework, the following allowances per year were allocated to CUF Químicos Industrias, totalling 546,203 for the 20132020 period. 2014 2013 Allowances 72.799 71.534 2015 70.255 2016 2019 2017 68.962 67.656 65.001 2020 63.660 Total 546.203 Changes in CO2 ton relating to greenhouse gas emission allowances during the year were as follows: Opening balance Allowance Used (Note 14.1) Used (Note 22) Fair value (Note 16.3) Reversal Closing Balance Balance at 1 January 2011 Ton - Value (40.800) 546.203 2.643.623 - (32.315) - - 513.888 22.695 (156.405) 18.105 - 2.487.218 Balance at 1 January 2014 Ton Value 73 513.888 - - (47.821) - 2.487.218 - - (423.780) - ANNUAL REPORT 2014 1.005.880 466.067 3.069.318 CUF - QUÍMICOS INDUSTRIAIS, S.A. 29.2 – Bank guarantees As of 31 December 2014 and 2013, the Company had liabilities for guarantees given, as follows: Entities 2014 2013 Value Value Agencia de Inovação - 40.137 Aveiro Customs - 299.279 Leixões Customs EIB 374.279 75.000 45.013.500 50.967.000 Municipal Council of Loulé 74.282 74.282 General Directorate for Energy and Geology 14.964 14.964 IAPMEI-Instituto de Apoio às pequenas e Médias Empresas 1.651.354 2.380.368 47.128.379 53.851.030 The amount of € 45.013.500 corresponds to the guarantee associated to EIB loan. The amount of € 1.651.354 corresponds to guarantees required by the IAPMEI deriving from an investment subsidy granted by this entity to the Group. The amount of € 74.282 corresponds to the guarantee required by the Municipal Council of Loulé concerning infrastructures for the real estate development located in Betunes, subject to Licence nr. 2/2002. 29.3 - Operating leases — as lessee: Operating leases in which the Group is lessee concern vehicles and premises. These leases do not have purchase option clauses. The total amount of minimum future lease payments for non-cancellable operating leases is as follows: 2014 Up to 1 year 1.932.019 Over 1 year and up to 5 years More than 5 years 2013 1.932.019 7.728.078 7.728.078 23.184.234 25.116.253 32.844.331 34.776.350 30. SUBSEQUENT EVENTS These financial statements were approved for issuing by the Board of Directors. No events have occurred since 31 December 2014 to the said date that are not already adjusted and/or disclosed in the financial statements. The Board of Directors 74 ANNUAL REPORT 2014 The Official Accountant CUF - QUÍMICOS INDUSTRIAIS, S.A. 75 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. AUDITOR’S REPORT AND OPINION 76 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 77 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 78 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 79 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. LEGAL CERTIFICATION OF ACCOUNTS 80 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 81 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 82 ANNUAL REPORT 2014 CUF - QUÍMICOS INDUSTRIAIS, S.A. 83 ANNUAL REPORT 2014