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Notes to the Consolidated Financial Statements at 31 st December 2008 15 - INCOME TAX Teixeira Duarte - Engenharia e Construções, S.A and the generality of its investee companies in Portugal, are subject to Corporate Income Tax ("IRC"), currently at the rate of 25% and to Local Tax up to the maximum rate of 1.5% on taxable profits. When ascertaining the taxable amount, to which the referred tax rate is applied, the amounts not accepted under taxes are added and deducted from the accounting results. These differences between the accounting results and the tax results may be of a temporary or permanent nature. The Company and the holdings held in investee companies with at least 90%, located in Portugal, are subject to the special taxation scheme of company groups (since the financial year of 2003). This scheme consists in the aggregation of the taxable results of all the companies included in the taxation perimeter, as established in article 63 of the IRC Code, deducted from the distributed dividends, thus applying the IRC rate to the global results so obtained, plus the respective local tax. In accordance with the legislation in force, tax statements are subject to be reviewed and corrected by the tax authorities for a period of four years (ten years for Social Security, up to 2000 including, and five years as of 2001), except when there has been tax losses, tax benefits have been granted, or inspections, claims or impugnation are in progress, in which case, depending on the circumstances, the deadlines are extended or suspended. Thus, the tax statements of the Group, from 2005 to 2008 may still be subject to review. The Board of Directors believes that eventual corrections resulting from tax reviews/inspections to those statements shall not have significant effect in the financial statements on the 31 st December 2008. The Group registers the deferred taxes corresponding to the temporary differences between the accounting value of assets and liabilities and the corresponding tax base, as established in IAS 12 - Income Tax. The tax charge registered in the financial years ended on the 31 st December 2008 and 2007 can be presented as follows: 2008 2007 Current tax: Income tax in Portugal 22,218 5,822 Income tax in other jurisdictions 7,555 9,100 29,773 14,922 Deferred tax (Note 26): (81,141) (8,740) (51,368) 6,182 In addition to deferred tax amounts directly registered in the results statement, deferred taxes amounting to 4,722 thousand Euros, (3,217) thousand Euros in 2007) were directly registered as equity capital. 16 - RESULTS PER SHARE The results per share of the financial years ended on the 31 st December 2008 and 2007, were calculated taking in consideration the following amounts: 2008 2007 Basic result per share Result for calculation purposes of the basic net result per share (net results of the financial year) (347,244) 122,252 Weighted average number of shares for calculation purposes of the basic net result per share (thousands) 420,000 420,000 Basic net result per share (0.83) 0.29 Due to the fact that in the financial years ended on the 31 st December 2008 and 2007 there were no diluting effects of the results per share, the diluted result per share is equal to the basic result per share. 17 - DIVIDENDS As deliberated in the Shareholders’ General Meeting held on the 14 th May 2008, in the financial year ended on the 31 st December 2008 were paid dividends of 0.018 Euros per share (0.017 Euros per share in 2007), in the global value of 7,560 thousand Euros (7,140 thousand Euros on 31 st December 2007). 200
Notes to the Consolidated Financial Statements at 31 st December 2008 18 - GOODWILL During the financial years ended on the 31 st December 2008 and 2007, the movement occurred in the goodwill values ascertained in the acquisition of subsidiary or jointly controlled companies, as well in respective losses due to accumulated impairment were the following: 2008 2007 Gross assets: Initial balance 46,746 34,320 Acquisitions 13,470 12,426 Final balance 60,216 46,746 Accumulated losses due to impairment (Note 36) (1,.570) - Net assets: 58,646 46,746 The goodwill values on the 31 st of December 2008 and 2007 refer to the following entities: Investee Business Segment 2008 2007 EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A. Construction 12,107 - Limited Liability Company Cement Cement, Concrete and aggregates 23,761 23,761 C+PA - Cimento e Produtos Associados, S.A. Cement, Concrete and aggregates 7,806 7,806 Karibib Portland Cement (PTY) Cement, Concrete and aggregates 5,833 5,644 Marinertes, S.A. Concessions and services - 796 Digal - Distribuição e Comércio, S.A. Fuel Sales 5,986 5,986 Petrosório – Combustíveis e Lubrificantes, Lda. Fuel Sales 374 - Auto Competição Angola, Lda. Vehicles Sales 25 - TDSP –Bela Vista Empreendimentos Imobiliários, SPE, Ltda. Real Estate Development 32 - Bonaparte - Imóveis Comerciais e Participações, S.A. Real Estate Development 1,979 1,979 Martins & esteves, S.A. Real Estate Development - 774 Promotur, Lda. Hotel Services Industry 743 - 58,646 46,746 The goodwill referred to associated companies is displayed in Note 22. Goodwill values are annually subject to impairment tests, or whenever there is evidence that the same may be in impairment. Impairment analysis is performed considering the cash flows discounted from each of the cash generating units to which they are allocated, based on the most recent financial projections approved by the respective Boards of Directors. In the tests run, the recoverable value of each cash generating unit, determined based on the utilization, is compared to the respective recognized value. An oddparity loss is only recognized if the recognized value exceeds the recoverable value. Future cash flows are discounted based on the weighted average cost of capital (WACC), adjusted by the specific risks of the market in which each unit is operating. Cash-flow projections are based on medium and long term business plans approved by the Board of Directors, plus perpetuity, meaning a rate of growth that doesn’t exceed the nominal growth rate of the respective market. The main assumptions considered for determining the utilization value of the goodwill values are the following: 2008 2007 Goodwill Goodwill Investee accounting Discount accounting Discount value rate value rate Limited Liability Company Cement 23,761 15.0% 23,761 15.0% EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A. 12,107 9.5% - - C+P.A. - Cimento e Produtos Associados, S.A. 7,806 5.0% 7,806 5.0% Digal - Distribuição e Comércio, S.A. 5,986 6.0% 5,986 7.5% Karibib Portland Cement (PTY) 5,833 11.5% 5,644 12.5% Bonaparte - Imóveis Comerciais e Participações, S.A. 1,979 5.4% 1,979 7.5% Promotur, Lda. 743 15.0% - - Petrosório - Combustíveis e Lubrificantes, Lda. 374 6.0% - - TDSP - Bela Vista Empreendimentos Imobiliários, SPE, Ltda. 32 10.0% - - Auto Competição Angola, Lda. 25 15.0% - - Marinertes, S.A. - - 796 7.5% Martins & Esteves, S.A. - - 774 5.0% 58,646 46,746 201
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A N N U A L R E P O R T A N D A C C
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ANNUAL REPORT AND ACCOUNTS 2 0 0 8
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TEIXEIRA DUARTE - ENGENHARIA E CONS
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Organisational Chart - 2008 8 9
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Individual Financial Statements 200
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