Quarterly Report • Aug 28, 2015
Quarterly Report
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MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
Condensed consolidated statement of income Condensed consolidated statement of comprehensive income Condensed consolidated statement of financial position Condensed consolidated statement of cash flow Condensed consolidated statement of changes in equity Notes to the interim condensed consolidated financial statements for the period ended June 30, 2015 Auditor's report
The management report should be read together with the interim condensed consolidated financial statements of the group CFE.
The Board of Directors of CFE examined and approved the H1 2015 financial statements at its meeting on August 25, 2015.
| In million € | 1st semester 2015 | 1st semester 2014 (*) |
Variation 2014/2015 |
|---|---|---|---|
| Revenue | 1,643.5 | 1,773.5 | -7.3% |
| Self-financing capacity (EBITDA) % of revenue |
276.0 16.8% |
206.3 11.6% |
+33.8% |
| Operating income on activities % of revenue |
143.0 8.7% |
92.3 5.2% |
+55.0% |
| Operating income (including earnings from associates and joint ventures) (EBIT) % of revenue |
152.7 9.3% |
98.1 5.5% |
+55.6% |
| Net income share of the group % of revenue |
110.9 6.7% |
64.3 3.6% |
+72.3% |
| Net income share of the group per share (in EUR) | 4.38 | 2.54 | +72.3% |
(*) Amounts restated to take account of the recognition at fair value of the identifiable assets and liabilities of DEME following the acquisition of an additional 50% of the DEME shares on 24 December 2013.
| In million € | 30 June 2015 | 31 December 2014 | Variation 2014/2015 |
|---|---|---|---|
| Equity Group | 1,369.5 | 1,313.6 | +4.3% |
| Net financial debt | 412.1 | 188.1 | +119.1% |
| Order book | 4,455.2 | 3,565.8 | +24.9% |
| In million € | 1st semester 2015 | 1st semester 2014 | Variation 2015/2014 |
||||
|---|---|---|---|---|---|---|---|
| DEME | Restatements | Total | DEME | Restatements (**) |
Total | ||
| Revenue | 1,171.0 | 0 | 1,171.0 | 1,212.3 | 0 | 1,212.3 | -3.4% |
| EBITDA | 276.3 | 0 | 276.3 | 191.7 | -0.4 | 191.3 | +44.4% |
| Operating income (*) | 180.3 | -3.8 | 176.5 | 100.5 | -5.4 | 95.1 | +85.6% |
| Net income share of the group |
119.8 | 1.0 | 120.8 | 62.6 | 0.4 | 63.0 | +91.7% |
(*) Including results of associated companies and joint ventures.
(**) Amounts restated to take account of the recognition at fair value of the identifiable assets and liabilities of DEME following the acquisition of an additional 50% of the DEME shares on 24 December 2013.
| In million € | 30 June 2015 | 31 December 2014 | Variation 2015/2014 |
||||
|---|---|---|---|---|---|---|---|
| DEME | Restatements | Total | DEME | Restatements | Total | ||
| Order book | 3,362.0 | 0 | 3,362.0 | 2,420.0 | 0 | 2,420.0 | +38.9% |
| Net financial debt | 337.0 | 6.3 | 343.3 | 126.8 | 7.3 | 134.1 | +156.1% |
The key figures shown below are presented according to the economic approach whereby the jointly controlled companies are proportionally consolidated (accounting rules applicable before 1 January 2014).
| In million € (Excluding restatements for DEME) |
1st semester 2015 | 1st semester 2014 | Variation 2015/2014 |
|---|---|---|---|
| Revenue | 1,218.7 | 1,305.6 | -6.7% |
| EBITDA | 302.6 | 215.4 | +40.5% |
| Income from operating activities | 183.8 | 104.0 | +76.7% |
| Net income share of the group | 119.8 | 62.6 | +91.4% |
Although slightly down, DEME reported a sustained level of activity in the first half of 2015. This was particularly the case in Africa where the widening and deepening of the Suez Canal was completed in record time to the satisfaction of the customer, the Suez Canal Authority. DEME, which had deployed a large fleet on this project, succeeded in carrying out the works within the agreed timeframe and budget.
The Geosea subsidiary completed the wind farm project Northwind in Belgium and continues amongst other works on the site Godewind in the German territorial waters of the North Sea. This project, on which the vessel 'Innovation' is deployed, involves the installation of 97 wind turbines. In the United Kingdom, the Kentish Flats project was completed (installation of 15 wind turbines).
| In % | 1st semester 2015 | 1st semester 2014 |
|---|---|---|
| Capital dredging | 55% | 50% |
| Maintenance dredging | 10% | 11% |
| Fallpipe and landfalls | 5% | 8% |
| Environment | 9% | 7% |
| Marine works | 21% | 24% |
| Total | 100% | 100% |
| In % | 1st semester 2015 | 1st semester 2014 |
|---|---|---|
| Europe (EU) | 33% | 39% |
| Europe (non-EU) | 0% | 0% |
| Africa | 40% | 12% |
| Americas | 6% | 7% |
| Asia-Pacific | 11% | 30% |
| Middle East | 6% | 11% |
| India and Pakistan | 4% | 1% |
| Total | 100% | 100% |
The works on the Suez Canal and New Doha Port as well as the completion of the Wheatstone and Hay Point projects in Australia and Northwind in Belgium have contributed substantially to the strong growth in operating income during the first six months.
DEME won approximately € 1,6 billion worth of new orders during the first half of 2015. Those contracts are primarily for phase 1 of the Tuas terminal in Singapore, maintenance dredging of the river Scheldt in Belgium, extension of the EKO Atlantic peninsula in Nigeria, and several contracts in India and La Réunion.
In July, GeoSea, in partnership with Alstom, won the order for the supply and installation of 66 wind turbines in one of Germany's biggest wind farms, the Merkur Offshore wind farm in the North Sea. Through DEME Concessions, DEME is also a minority shareholder in the project company holding the concession. This order, which is scheduled to commence in 2016, is not included in the order book at 30 June 2015.
On 13 May 2015, GeoSea acquired the offshore assets of the German company Hochtief. Those assets include the pontoons 'Wismar', 'Bremen' and 'Stralsund', the jack-up vessel 'Thor', and 50% of the shares of HGO Infra Sea, thereby increasing its stake from 50% to 100%. HGO Infra Sea owns the jack-up vessel 'Innovation'.
The acquisition of the offshore assets of Hochtief had an impact of €227 million on the net financial debt of DEME. HGO, which was integrated using the equity method at 31 December 2014, was fully consolidated at 30 June 2015. According to the economic approach, the impact amounts to €165.6 million.
DEME has made the first down payments for the construction of the self-propelled jack-up vessel Apollo, the self-propelled crane ship Rambiz 4000, the multifunction vessel Living Stone and the two suction hopper dredgers Scheldt River and Minerva.
Given the disposal of some of the older vessels, the other investments in the first half of 2015 amounted to €91.9 million (€105.6 million according to the economic approach).
The above mentioned investments (partially compensated by a high operating cash flow) explain the increase in DEME's net financial debt, which went from €126.8 million to €337.0 million (excluding restatements).
According to the economic approach, DEME's net financial debt would have stood at €351 million, or €138.2 million up on year-end 2014.
Key figures
| In million € | 1st semester 2015 | 1st semester 2014 | Variation 2014/2015 |
|---|---|---|---|
| Revenue | 463.7 | 564.6 | -17.9% |
| Operating income (*) | -23.3 | 5.8 | - |
| Net Income share of the group | -18.9 | 2.2 | - |
(*) Including results of associated companies and joint ventures.
Revenue in this division amounted to €463.7 million (-17.9% compared to the first half of 2014). The decrease is explained by the sale of the roadbuilding operations at the beginning of the financial year and by the ongoing process of refocusing activities outside Benelux.
| In million € | 1st semester 2015 | 1st semester 2014 | Variation in % |
|---|---|---|---|
| Construction | 366.9 | 427.3 | -14.1% |
| Civil Engineering | 44.1 | 59.3 | -25.6% |
| Buildings, Benelux | 250.7 | 275.9 | -9.1% |
| Buildings, International | 72.1 | 92.1 | -21.7% |
| Multitechnics and Rail infra | 96.8 | 137.3 | -29.5% |
| Total Contracting | 463.7 | 564.6 | -17.9% |
The division's operating income amounted to €-23.3 million (€+5.8 million at 30 June 2014). The loss is primarily attributable to:
The other segments, Rail Infra, Multitechnics (in particular VMA that shows good performance) and Buildings Flanders, made a positive contribution to the division's results.
Those results prove the necessity of the actions taken to improve operational excellence and to refocus activities.
Order book
| In million € | 30 June 2015 | 31 December 2014 | Variation in % |
|---|---|---|---|
| Construction | 892.0 | 945.4 | -5.6% |
| Civil Engineering | 149.1 | 169.3 | -11.9% |
| Buildings, Benelux | 578.7 | 651.0 | -11.1% |
| Buildings, International | 164.2 | 125.1 | +31.3% |
| Multitechnics and Rail infra | 188.5 | 181.8 | +3.7% |
| Total Contracting | 1,080.5 | 1,127.2 | -4.1% |
The Buildings segment in Flanders and Wallonia reported a sustained order intake. By contrast, the order book in Brussels has shrunk at 30 June 2015. It should be noted that CFE Brabant and BPC Brabant are working to win substantial orders that are expected to be finalized in the coming months.
Outside Benelux, CFE won a major private order in Nigeria for the supply of materials and equipment for the construction of three residential tower blocks.
CFE is involved in two projects in Chad. One project is the construction of the Grand Hotel, which is almost completed; the other is the building for the Ministry of Finance, realized in joint venture, work which was suspended on 30 June 2015. In both cases, the customer is the Chadian government, whose budget is considerably affected by the fall in oil prices. This tricky situation is reflected in significant delays in payment. CFE's exposure is slightly under €70 million.
CFE, in close consultation with the Chadian authorities, is looking for a way to resolve the issue of funding for the works. The risk of non-payment will be re-examined at the end of 2015.
Key figures
| In million € | 1st semester 2015 | 1st semester 2014 | Variation 2015/2014 |
|---|---|---|---|
| Revenue | 13.4 | 3.9 | +243.6% |
| Operating income (*) | 2.7 | 0.7 | +285.7% |
| Net income share of the group | 1.4 | -0.1 | - |
(*) Including results of associated companies and joint ventures.
| In million € | 30 June 2015 | 31 December 2014 |
|---|---|---|
| Unsold units post completion | 12 | 16 |
| Properties under construction | 52 | 57 |
| Properties in development | 67 | 61 |
| Total | 131 | 134 |
The value of real estate portfolio is slightly down at €131 million.
In the first half of 2015, BPI took a stake in the project 'Les Rives' in Brussels. At the same time, it concluded the sale of several land plots in Harelbeke and Anderlecht, as well as the off-plan sale of a rest home in Ixelles.
In Luxembourg, CLi acquired a plot of land on Route d'Esch in Luxembourg City in July 2015, which is not included in the project portfolio at 30 June 2015.
In Poland, BPI started the marketing and construction of two residential projects in Gdansk and Warsaw.
The division's result is favourably influenced by the sales related to the projects 'Edengreen' in Luxembourg, 'Ernest' in Brussels and 'Oosteroever' in Ostend, as well as by the sale of the land plots referred to earlier.
| In million € | 1st semester 2015 | 1st semester 2014 | Variation 2014/2013 |
|---|---|---|---|
| Revenue | 0.7 | 0.3 | n.s. |
| Operating income (*) | -1.7 | -1.2 | -41.7% |
| Net income share of the group | 1.9 | 0.0 | - |
(*) Including results from associated companies and joint ventures
Both Rent-A-Port and the DBFM projects made a positive contribution to the net result of the division.
The net result (group share) includes the capital gain on the sale of the road-building activity at the beginning of the financial year (€8,7 million).
| Year ended at June 30 | 2015 | 2014 (*) |
|---|---|---|
| (in thousands €) | ||
| Revenue | 1,643,545 | 1,773,475 |
| Revenue from auxiliary activities | 63,755 | 31,175 |
| Purchases | -871,528 | -1,069,593 |
| Wages, salaries & social charges | -299,650 | -308,095 |
| Other operating charges | -262,744 | -222,429 |
| Depreciations and amortization | -130,353 | -112,271 |
| Goodwill Impairment | 0 | 0 |
| Operating income on activities | 143,025 | 92,262 |
| Earnings from associates and joint ventures | 9,674 | 5,861 |
| Operating income | 152,699 | 98,123 |
| Cost gross financial debt | -13,692 | -13,189 |
| Other financial expenses and income | 5,078 | 6,716 |
| Financial result | -8,614 | -6,473 |
| Result before taxes | 144,085 | 91,650 |
| Income tax expense | -35,804 | -27,455 |
| Net income for the period | 108,281 | 64,195 |
| Attributable to owner of non-controlling interest | 2,569 | 128 |
| Net income share of the group | 110,850 | 64,323 |
| Year ended 30 June (in thousands €) |
2015 | 2014 (*) |
|---|---|---|
| Net income for the period – Share of the group | 110,850 | 64,323 |
| Net income for the period | 108,281 | 64,195 |
| Change in fair values related to the hedging instruments | -178 | -4,948 |
| Currency translation differences | 1,145 | 3,863 |
| Deferred taxes | 60 | 1,682 |
| Other elements of the comprehensive income to be reclassified to profit or loss in subsequent period |
1,027 | 597 |
| Remeasurement on defined benefit plans | 0 | -5,326 |
| Deferred taxes | 0 | 1,785 |
| Other elements of the comprehensive income not to be reclassified to profit or loss in subsequent period |
0 | -3,541 |
| Total elements of the comprehensive income directly accounted in equity |
1,027 | -2,944 |
| Comprehensive income | 109,308 | 61,251 |
| - attributable to the group | 111,794 | 61,448 |
| - attributable to non-controlling interests | -2,486 | -197 |
| Net result share of the group per share (€) (basic and diluted) | 4.38 | 2.54 |
| Comprehensive income per share (€) (basic and diluted) | 4.42 | 2.43 |
(*) Amounts restated to take account of the recognition at fair value of the identifiable assets and liabilities of DEME following the acquisition of an additional 50% of the DEME shares on 24 December 2013.
| Year ended (in thousands €) | 30 June 2015 | 31 December 2014 |
|---|---|---|
| Intangible assets | 104,620 | 98,491 |
| Goodwill | 179,857 | 177,082 |
| Tangible assets | 1,755,345 | 1,503,275 |
| Property investments | 0 | 0 |
| Associates and joint ventures | 142,488 | 159,290 |
| Other non-current financial assets | 133,809 | 109,341 |
| Non-current derivative instruments | 640 | 674 |
| Other non-current assets | 17,609 | 20,006 |
| Deferred tax assets | 108,457 | 115,322 |
| Total non-current assets | 2,442,825 | 2,183,481 |
| Inventories | 101,530 | 105,278 |
| Trade receivables and other operating receivable | 1,201,324 | 1,082,504 |
| Other current assets | 107,741 | 104,554 |
| Current derivative instruments | 3,275 | 0 |
| Current financial assets | 446 | 4,687 |
| Assets held for sale | 0 | 31,447 |
| Cash and cash equivalents | 393,873 | 703,501 |
| Total current assets | 1,808,189 | 2,031,971 |
| Total assets | 4,251,014 | 4,215,452 |
| Issued capital | 41,330 | 41,330 |
| Share premium | 800,008 | 800,008 |
| Retained earnings | 543,819 | 488,890 |
| Defined benefits plans | -8,350 | -8,350 |
| Hedging reserves | -6,244 | -6,127 |
| Translation differences | -1,063 | -2,124 |
| Equity – part of the group CFE | 1,369,500 | 1,313,627 |
| Non-controlling interests | 7,841 | 7,238 |
| Equity | 1,377,341 | 1,320,865 |
| Retirement benefit obligations and employee benefits | 41,098 | 41,806 |
| Provisions | 42,231 | 40,676 |
| Other non-current liabilities | 67,127 | 80,665 |
| Bonds | 306,055 | 306,895 |
| Financial debts | 379,576 | 378,065 |
| Non-current derivative instruments | 21,049 | 12,922 |
| Deferred tax liabilities | 151,766 | 139,039 |
| Total non-current liabilities | 1,008,902 | 1,000,068 |
| Current provisions | 58,097 | 48,447 |
| Trade & other operating payables | 1,189,744 | 1,099,309 |
| Income tax payable | 73,544 | 80,264 |
| Current financial debts | 120,352 | 206,671 |
| Current derivative instruments | 26,799 | 24,948 |
| Liability related to assets held for sale | 0 | 19,164 |
| Other current liabilities | 396,235 | 415,716 |
| Total current liabilities | 1,864,771 | 1,894,519 |
| Total equity and liabilities | 4,251,014 | 4,215,452 |
Condensed consolidated cash flow statement
| Year ended 30 June (in thousands €) |
2015 | 2014 (*) |
|---|---|---|
| Cash flows relating to operating activities | 149,085 | 116,538 |
| Cash flows relating to investing activities | -134,380 | -45,612 |
| Cash flows relating to financing activities | -327,377 | -82,917 |
| Net increase/decrease in cash position | -312,672 | -11,991 |
(*) Amounts restated to take account of the recognition at fair value of the identifiable assets and liabilities of DEME following the acquisition of an additional 50% of the DEME shares on 24 December 2013.
| 30 June 2015 | 30 June 2014 (*) | |
|---|---|---|
| Total number of shares | 25,314,482 | 25,314,482 |
| Operating result after deduction of the net financial charges per share (in €) | 5.69 | 3.62 |
| Net result share of the group per share (in €) | 4.38 | 2.54 |
(*) Amounts restated to take account of the recognition at fair value of the identifiable assets and liabilities of DEME following the acquisition of an additional 50% of the DEME shares on 24 December 2013.
The Outlook for the Dredging and Environment division remains favourable. Barring unforeseen circumstances, the net result (group share) of DEME is expected to be significantly up compared with 2014.
The Real Estate division will substantially increase its positive contribution to the net result during the second half of 2015.
The recovery and activity refocusing process in Contracting will continue over the coming months. The return to break-even is not expected before 2016.
At 30 June 2015, CFE's share capital was divided into 25,314,482 shares.
Each share confers one vote. There has been no issue of convertible bonds or warrants. Financial institutions with which holders of financial instruments may exercise their financial rights are: BNP Paribas Fortis, Banque Degroof and ING Belgium. Banque Degroof has been appointed as the 'Main Paying Agent'.
Risks related to the sector of activity described in the annual report 2014 are still applicable during the second halfyear 2015.
In the first half year of 2015, there was no significant variation in the nature of transactions with related parties compared to December, 31 2014.
The annual general meeting renewed the director's mandate of SPRL Ciska Servais, represented by Ciska Servais, for a period of four years, ending after the annual general meeting of May 2019. Ciska Servais SPRL, represented by Ciska Servais, meets the independence criteria defined in Article 526c of the Companies Code and in the 2009 Belgian Corporate Governance Code.
| Capital employed | Intangible assets + goodwill + property, plant and equipment + working capital |
|---|---|
| Working capital | Inventories + trade receivables and other operating receivables + other current assets + non-current assets held for sale - other current provisions - trade payables and other operating liabilities - tax payables - other current liabilities |
| Income from operating activities | Turnover + revenue from auxiliary activities + purchases + wages, salaries and social charges + other operational charges and depreciation and goodwill depreciation |
| Operating income (EBIT) | Income from operating activities + earnings from associates and joint venture |
| EBITDA | Income from operating activities + amortisation and depreciation + other non-cash items |
| For the period from January,1st to June,30th | Note | June 2015 | June 2014 (*) |
|---|---|---|---|
| (In thousand Euro) | |||
| Revenue | 1,643,545 | 1,773,475 | |
| Revenue from auxiliary activities | 6 | 63,755 | 31,175 |
| Purchases | (871,528) | (1,069,593) | |
| Remuneration and social security payments | (299,650) | (308,095) | |
| Other operating expenses | (262,744) | (222,429) | |
| Depreciation and amortization | (130,353) | (112,271) | |
| Goodwill impairment | 0 | 0 | |
| Income from operating activities | 143,025 | 92,262 | |
| Earnings from associates and joint venture | 9,674 | 5,861 | |
| Operating income | 152,699 | 98,123 | |
| Cost of gross financial debt | 7 | (13,692) | (13,189) |
| Other financial expenses & income | 7 | 5,078 | 6,716 |
| Net financial income/expense | (8,614) | (6,473) | |
| Pre-tax income | 144,085 | 91,650 | |
| Income tax expense | 9 | (35,804) | (27,455) |
| Net income for the period | 108,281 | 64,195 | |
| Attributable to owners of non-controlling interests | 8 | 2,569 | 128 |
| Net income share of the group | 110,850 | 64,323 | |
| Net income of the group per share (EUR) (diluted and basic) | 4.38 | 2.54 |
(*) Amounts adjusted in accordance with the accounting at fair value of DEME's assets and liabilities after the acquisition of an additional 50% stake in DEME on December 24th, 2013 (restatements described in disclosure 3.2).
| For the period from January,1st to June,30th (In thousand Euro) |
Note | June 2015 | June 2014 (*) |
|---|---|---|---|
| Net income share of the group Net income for the period |
110,850 108,281 |
64,323 64,195 |
|
| Changes in fair value related to hedging instruments Currency translation differences Deferred taxes Other elements of the comprehensive income to be reclassified to profit or loss in subsequent periods |
(178) 1,145 60 1,027 |
(4,948) 3,863 1,682 597 |
|
| Re-measurement on defined benefit plans Deferred taxes Other elements of the comprehensive income not to be reclassified to profit or loss in subsequent periods |
0 0 0 |
(5,326) 1,785 (3,541) |
|
| Other elements of the comprehensive income directly accounted in equity | 1,027 | (2,944) | |
| Comprehensive income: - Attributable to owners of the parent - Attributable to owners of non-controlling interests Net income attributable to owners of the parent per share (EUR) (diluted and basic) |
109,308 111,794 (2,486) 4.42 |
61,251 61,448 (197) 2.43 |
(*) Amounts adjusted in accordance with the accounting at fair value of DEME's assets and liabilities after the acquisition of an additional 50% stake in DEME on December 24th, 2013 (restatements described in disclosure 3.2).
| For the period ended to (In thousand Euro) |
Note | June 2015 | December 2014 |
|---|---|---|---|
| Intangible assets | 104,620 | 98,491 | |
| Goodwill | 179,857 | 177,082 | |
| Property, plant and equipment | 10 | 1,755,345 | 1,503,275 |
| Investments in associates and joint ventures | 11 | 142,488 | 159,290 |
| Other non-current financial assets | 133,809 | 109,341 | |
| Derivative instruments – Non-current assets | 640 | 674 | |
| Other non-current assets | 17,609 | 20,006 | |
| Deferred tax assets | 108,457 | 115,322 | |
| Total non-current assets | 2,442,825 | 2,183,481 | |
| Inventories | 12 | 101,530 | 105,278 |
| Trade and other operating receivables | 13 | 1,201,324 | 1,082,504 |
| Other current assets | 107,741 | 104,554 | |
| Derivative instruments – Current assets | 3,275 | 0 | |
| Current financial assets | 446 | 4,687 | |
| Assets held for sale | 0 | 31,447 | |
| Cash and cash equivalents | 17 | 393,873 | 703,501 |
| Total current assets | 1,808,189 | 2,031,971 | |
| Total assets | 4,251,014 | 4,215,452 | |
| Share capital | 41,330 | 41,330 | |
| Share premium | 800,008 | 800,008 | |
| Retained earnings | 543,819 | 488,890 | |
| Defined benefits pension plans | (8,350) | (8,350) | |
| Hedging reserves | (6,244) | (6,127) | |
| Currency translation differences | (1,063) | (2,124) | |
| Equity attributable to owners of the parent | 1,369,500 | 1,313,627 | |
| Non-controlling interests | 8 | 7,841 | 7,238 |
| Equity | 1,377,341 | 1,320,865 | |
| Retirement benefit obligations and employee benefits | 41,098 | 41,806 | |
| Provisions | 14 | 42,231 | 40,676 |
| Other non-current liabilities | 67,127 | 80,665 | |
| Bonds | 17 | 306,055 | 306,895 |
| Financial liabilities | 17 | 379,576 | 378,065 |
| Derivative instruments – Non-current liabilities | 21,049 | 12,922 | |
| Deferred tax liabilities | 151,766 | 139,039 | |
| Total non-current liabilities | 1,008,902 | 1,000,068 | |
| Current provisions | 14 | 58,097 | 48,447 |
| Trade & other operating payables | 1,189,744 | 1,099,309 | |
| Income tax payable | 73,544 | 80,264 | |
| Current financial liabilities | 17 | 120,352 | 206,671 |
| Derivative instruments – Current liabilities | 26,799 | 24,948 | |
| Liabilities held for sale | 0 | 19,164 | |
| Other current liabilities | 396,235 | 415,716 | |
| Total current liabilities | 1,864,771 | 1,894,519 | |
| Total equity and liabilities | 4,251,014 | 4,215,452 |
| For the period from January,1st to June,30th (In thousand Euro) |
Note | June 2015 | June 2014 (*) |
|---|---|---|---|
| Operating activities | |||
| Net income share of the group Depreciation and amortization of intangible assets, property, plant & equipment and investment property |
110,850 130,353 |
64,323 112,271 |
|
| Net provision expense | 11,294 | 2,104 | |
| Impairment on current and non-current assets | (8,654) | (322) | |
| Unrealized foreign exchange (gains)/losses | 5,532 | (13,549) | |
| Interest income & income from financial assets | (15,289) | (5,648) | |
| Interest expense Change in fair value of derivative instruments |
18,533 (3,144) |
17,960 3,097 |
|
| Income/(losses) from sales of property, plant & equipment | (13,052) | (3,873) | |
| Tax expense | 35,804 | 27,455 | |
| Income attributable to non-controlling interests | (2,569) | (128) | |
| Earnings from associates and joint venture | (9,674) | (5,861) | |
| Cash flow from operating activities before changes in working capital | 259,984 | 197,829 | |
| Decrease/(increase) in trade receivables and other current and non-current receivables |
(133,960) | (138,333) | |
| Decrease/(increase) in inventories | 2,891 | (3,338) | |
| Increase/(decrease) in trade payables and other current and non-current payables | 39,051 | 85,235 | |
| Cash flow from operating activities | 167,966 | 141,393 | |
| Interest paid | (18,532) | (19,308) | |
| Interest received | 3,509 | 5,648 | |
| Income tax paid/received | (3,858) | (11,195) | |
| Net cash flow from operating activities | 149,085 | 116,538 | |
| Investing activities | |||
| Sales of non-current assets | 21,868 | 6,027 | |
| Purchases of non-current assets | (133,049) | (51,639) | |
| Change in percentage held in associates | 5 | (23,414) | 0 |
| Capital increase in investments in associates | (11,735) | 0 | |
| Sale of subsidiaries | 5 | 19,860 | 0 |
| Loans granted | (7,910) | 0 | |
| Cash flow from investing activities | (134,380) | (45,612) | |
| Financing activities | |||
| Borrowings | 64,897 | 112,779 | |
| Reimbursements of borrowings | (341,645) | (166,584) | |
| Dividends paid | (50,629) | (29,112) | |
| Cash flow from financing activities | (327,377) | (82,917) | |
| Net Increase/(Decrease) in cash position | (312,672) | (11,991) | |
| Cash and cash equivalents at start of the year | 703,501 | 437,334 | |
| Exchange rate effects | 3,044 | 2,419 | |
| Cash and cash equivalents at end of period | 393,873 | 427,762 |
(*) Amounts adjusted in accordance with the accounting at fair value of DEME's assets and liabilities after the acquisition of an additional 50% stake in DEME on December 24th, 2013 (restatements described in disclosure 3.2).
Purchases and sales of subsidiaries net of cash acquired do not include entities that are not a business combination (segment real estate and concessions-PPP). They are not considered as investment operations and are directly reflected in cash flows from operating activities.
For the year ended June 30, 2015
| (thousand Euro) | Share Capital | Share premium | Retained earnings | Defined benefits pension plans |
Hedging reserves | Currency Translation differences |
Equity attributable to owners of the parent |
Non-controlling interests |
Total |
|---|---|---|---|---|---|---|---|---|---|
| ----------------- | --------------- | --------------- | ------------------- | ----------------------------------- | ------------------ | ------------------------------------- | ------------------------------------------------ | ------------------------------ | ------- |
| December 2014 | 41,330 | 800,008 | 488,890 | (8,350) | (6,127) | (2,124) | 1,313,627 | 7,238 | 1,320,865 |
|---|---|---|---|---|---|---|---|---|---|
| Comprehensive income for the period |
110,850 | (117) | 1,061 | 111,794 | (2,486) | 109,308 | |||
| Dividends paid to shareholders Dividends from non-controlling interests Other movements |
(50,629) (5,292) |
(50,629) (5,292) |
(2,203) 5,292 |
(50,629) (2,203) 0 |
|||||
| June 2015 | 41,330 | 800,008 | 543,819 | (8,350) | (6,244) | (1,063) | 1,369,500 | 7,841 | 1,377,341 |
For the year ended June 30, 2014 (*)
| (thousand Euro) | Share Capital | Share premium | Retained earnings | Defined benefits pension plans |
Hedging reserves | Currency Translation differences |
Equity attributable to owners of the parent |
Non-controlling interests |
Total |
|---|---|---|---|---|---|---|---|---|---|
| ----------------- | --------------- | --------------- | ------------------- | ----------------------------------- | ------------------ | ------------------------------------- | ------------------------------------------------ | ------------------------------ | ------- |
| December 2013 | 41,330 | 800,008 | 358,124 | (5,782) | (351) | (176) | 1,193,153 | 8,064 | 1,201,217 |
|---|---|---|---|---|---|---|---|---|---|
| Comprehensive income for the period |
64,323 | (3,467) | (3,266) | 3,858 | 61,448 | (197) | 61,251 | ||
| Dividends paid to shareholders Dividends from non-controlling interests Change in consolidation scope |
(29,112) | (29,112) | (1,474) 1,996 |
(29,112) (1,474) 1,996 |
|||||
| June 2014 (*) | 41,330 | 800,008 | 393,335 | (9,249) | (3,617) | 3,682 | 1,225,489 | 8,389 | 1,233,878 |
(*) Amounts adjusted in accordance with the accounting at fair value of DEME's assets and liabilities after the acquisition of an additional 50% stake in DEME on December 24th, 2013 (restatements described in disclosure 3.2).
The share capital on 30 June 2015 is represented by 25,314,482 ordinary shares. These shares are without any nominal value. The shareholders of ordinary shares have the right to receive dividends and the right of one vote per share at the General Shareholders' Meeting.
On February 26, 2015 the Board of Directors proposed a dividend of 50,629 thousand Euro, corresponding to 2 euro gross per share. The proposal has been approved by the General Shareholders Meeting on May 7, 2015. The dividend has been paid.
The basic income per share is the same as the diluted income per share due to the absence of potential dilutive ordinary shares in circulation.
It is calculated as follows :
| NET RESULT PER SHARE | ||
|---|---|---|
| (In thousand Euro) | 2015 | 2014 (*) |
| Net income attributable to shareholders | 110,850 | 64,323 |
| Comprehensive income attributable to owners of the parent | 111,794 | 61,448 |
| Number of ordinary shares at closing date | 25,314,482 | 25,314,482 |
| Basic (diluted) income by share in Euro | 4.38 | 2.54 |
| Comprehensive income attributable to owners of parent by share in Euro | 4.42 | 2.43 |
(*) Amounts adjusted in accordance with the accounting at fair value of DEME's assets and liabilities after the acquisition of an additional 50% stake in DEME on December 24th, 2013 (restatements described in disclosure 3.2).
The Board of Directors authorized the issue of the interim condensed consolidated financial statements on August 28, 2015.
MAIN TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2015 AND THE FIRST SIX MONTHS OF 2014 WITH EFFECT ON THE SCOPE OF THE GROUP CFE
During the first half year 2015, DEME acquired :
On March 2nd 2015, the subsidiary IFCC SA was renamed CFE Contracting SA. In the near future, this company will become the leading company of the Contracting Division.
On February 10th 2015, the company BPC Design & Engineering ("BDE") was created. This company is owned by CFE Bâtiment Brabant Wallonie – CFE BBW SA (99%) and CFE Bouw Vlaanderen NV (1%). CFE group has a 100% stake in both companies. BDE is fully consolidated.
On April 16th 2015, CFE Contracting SA, subsidiary of CFE group, acquired a 100% stake in the newly created company CFE Infra NV. This company is fully consolidated.
On June 30th 2015, CFE acquired a 50% stake of the non-controlling interests of the group Terryn at December 2014. The stake of CFE group increases therefore from 55.04% to 77.51%.
On June 12th 2015, VMA NV, a 100% subsidiary of CFE group, acquired 100% of the newly created company VMA Midlands Limited. This company is fully consolidated.
Rail:
On February 25th 2015, the sale of the road activity in Aannemingen Van Wellen NV was finalised and the stake (100%) is fully transferred to Aswebo, subsidiary of Group Willemen.
On March 25th 2015, the company "Société de Gestion de Chantiers" (SOGECH SA), subsidiary of CFE group at 100% is dissolved.
Given that BPI will become the leading company of the Real Estate Division, during the first semester of 2015, the stakes in the group real estate companies and the real estate assets owned by CFE Immo, branch of CFE SA are progressively transferred to BPI SA. For this purpose, the share capital of BPI was increased on June 25th 2015.
On March 31st 2015, through its subsidiaries BPI and Espace Midi, CFE group sold its stake in the company South City Hotel (20%). This company was integrated under the equity method.
On May 22nd 2015, BPI, subsidiary of CFE group, acquired a 31.2% stake in the company Goodways BVBA with the purpose to develop a real estate project in Anderlecht. This entity is integrated under the equity method.
On June 25th 2015, BPI, subsidiary of CFE group, acquired 50% of the newly created companies in Luxemburg M1 SA and M7 SA. These companies are integrated under the equity method.
During the first six month of 2015, the stake of PPP Branch in Bizerte Cap 3000 SA was diluted from 25% to 20.01%.
During the first half year 2014, DEME acquired :
Finally, the entity Dalian Soil remediation owned by 50% by DEME was dissolved during the 1er semester 2014.
Construction:
None.
Multitechnics:
The activity of Entreprise de Travaux d'Electricité et de Canalisations SA ("ETEC") formerly disclosed in the Multitechnics division is consolidated in the Rail & Road division from 2014.
Rail:
In the beginning of year 2014, the company "ETEC", specialised in public lighting and the laying of underground networks, joins the Rail & Road division. Its activity is, indeed, complementary to the other businesses of the entities of Rail & Road segment – e.g. Engema.
On 28 February 2014, the company Project RK Brugmann, hold by 50% by the subsidiary Batipont Immobilier ("BPI"), is dissolved.
On 5 March 2014, the company BPI, subsidiary of CFE group, acquired a 100% stake in the polish entity Immo Wola recently created and having as social purpose the development of real estate projects in Poland. This entity is fully consolidated.
On 23 April 2014, the entities VM Property I and VM Property II, owned by 40% by CFE group, sold the entire participation (100%) of company VM Office.
On 20 June 2014, the company Investment Léopold, owned at 24.14% by CFE group, acquired all shares of Promotion Léopold. This entity is integrated under equity method.
On 27 June 2014, the Compagnie Luxembourgeoise Immobilière ("CLI"), subsidiary of CFE group, sold its shares (20%) of the Compagnie Marocaine des Energies ("CME").
None.
The retained accounting principles are the same that the principles used for the yearly consolidated financial statement at December 31, 2014.
STANDARDS AND INTERPRETATIONS APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2015
STANDARDS AND INTERPRETATIONS PUBLISHED, BUT NOT YET APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2015
The Company decided not to anticipate the application standards and interpretations here below that are not mandatory on June 30, 2015:
The potential impacts of these standards and interpretations on the group's consolidated financial statements are being determined. The group does not expect any material changes resulting from the application of the standards and interpretations except for IFRS 9 and IFRS 15.
Companies in which the Group holds, whether directly or indirectly, the majority of voting rights enabling control to be exercised, are fully consolidated. Companies over which the Group exercises a significant influence and the companies over which the group exercises a joint control with others shareholders are integrated under equity method.
| Number of entities | June 2015 | December 2014 |
|---|---|---|
| Full consolidation Equity method |
172 113 |
164 110 |
| Total | 285 | 274 |
Reciprocal operations and transactions relating to assets and liabilities and income and expenses between companies that are consolidated are eliminated in the consolidated financial statements. This is done:
In main cases, the functional currency of companies and establishments correspond to the currency of the related country.
Financial statements of foreign companies whereas the functional currency is different from the consolidated accounts reporting currency of the group are translated at the closing rate for the balance sheet elements, and at the average rate of the period for the results elements. Exchange differences are recorded in "translation differences" in the consolidated reserves.
Goodwill related to foreign companies is considered to be included in the acquired assets and liabilities and are therefore translated at the closing rate.
Foreign currencies transactions are converted into Euro using the conversion rate at the date of the operation. At closing period, the financial assets and monetary liabilities denominated in foreign currencies are converted into Euro at the exchange closing rate of the period. The exchange losses and gains coming from these operations are recognized in the section "exchange result" and are presented in other financial revenues and other financial expenses in the income statement.
The exchange gains and losses on loans denominated in foreign currencies or on exchange derivative instruments used for hedging investments in foreign subsidiaries are recorded under translation differences in equity.
The preparation of financial statements under IFRSs requires estimates to be used and assumptions to be made that affect the amounts shown in those financial statements, particularly with regards the following items:
These estimates assume the operation is a going concern and are made on the basis of the information available at the time. Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates.
On December 24th 2013, CFE group acquired an additional 50% stake in DEME, increasing its stake from 50% to 100%. At the publication date of the intermediary report closed at June 30th 2014, the valorisation exercise of DEME's assets and liabilities at fair value had not yet been finished. This exercise was finished for the publication of the annual financial statements closed at December 31st 2014. As a consequence, the intermediary consolidated financial statements closed at June 30th 2014 was restated to show the impact of the valorisation exercise to the fair value applied on DEME's assets and liabilities.
The consolidated statement of financial position for the period ended on June 30th 2014, the consolidated condensed income statement, the comprehensive income and the consolidated statement of cash-flows have been restated as follows:
| For the period ended June 30 (In thousand Euro) |
June 2014 Published |
Impact PPA DEME |
June 2014, after restatement |
|---|---|---|---|
| Revenue Revenue from auxiliary activities |
1,773,475 31,175 |
0 0 |
1,773,475 31,175 |
| Purchases Remuneration and social security payments Other operating expenses Depreciation and amortization Goodwill impairment |
(1,069,593) (308,095) (222,429) (107,739) 0 |
0 0 0 (4,532) 0 |
(1,069,593) (308,095) (222,429) (112,271) 0 |
| Income from operating activities | 96,794 | (4,532) | 92,262 |
| Earnings from associates and joint venture | 6,350 | (489) | 5,861 |
| Operating income | 103,144 | (5,021) | 98,123 |
| Cost of gross financial debt Other financial expenses & income |
(13,189) 446 |
0 6,270 |
(13,189) 6,716 |
| Net financial income/expense | (12,743) | 6,270 | (6,473) |
| Pre-tax income | 90,401 | 1,249 | 91,650 |
| Income tax expense | (26,956) | (499) | (27,455) |
| Net income for the period | 63,445 | 750 | 64,195 |
| Attributable to owners of non-controlling interests | 128 | 0 | 128 |
| Net income share of the group | 63,573 | 750 | 64,323 |
| Net income of the group per share (EUR) (diluted and basic) | 2.51 | 2.54 |
| For the period ended June 30 (In thousand Euro) |
June 2014 Published |
Impact PPA DEME |
June 2014, after restatement |
|---|---|---|---|
| Net income of the group Net income (including income attributable to owners of non-controlling interests) |
63,573 63,445 |
750 750 |
64,323 64,195 |
| Changes in fair value related to hedging instruments Currency translation differences Deferred taxes |
967 3,863 (421) |
(5,915) 0 2,103 |
(4,948) 3,863 1,682 |
| Other elements of the comprehensive income to be reclassified to profit or loss in subsequent periods Remeasurement on defined benefit plans Deferred taxes |
4,409 (5,326) 1,785 |
(3,812) 0 0 |
597 (5,326) 1,785 |
| Other elements of the comprehensive income not to be reclassified to profit or loss in subsequent periods |
(3,541) | 0 | (3,541) |
| Other elements of the comprehensive income | 868 | (3,812) | (2,944) |
| Comprehensive income: - Attributable to owners of the parent - Attributable to owners of non-controlling interests Net income attributable to owners of the parent per share (EUR) (diluted and |
64,314 64,511 (197) 2.55 |
(3,063) (3,063) 0 |
61,251 61,448 (197) 2.43 |
| basic) |
| For the period ended June 30 (In thousand Euro) |
June 2014 Published |
Impact PPA DEME | June 2014, after restatement |
|---|---|---|---|
| Intangible assets | 9,448 | 90,289 | 99,737 |
| Goodwill | 289,349 | (111,535) | 177,814 |
| Property, plant and equipment | 1,458,846 | 48,182 | 1,507,028 |
| Investments in associates and joint ventures | 132,479 | 19,059 | 151,538 |
| Other non-current financial assets Derivative instruments – Non-current assets |
89,333 63 |
0 0 |
89,333 63 |
| Other non-current assets | 23,881 | 0 | 23,881 |
| Deferred tax assets | 117,664 | 2,756 | 120,420 |
| Total non-current assets | 2,121,063 | 48,751 | 2,169,814 |
| Inventories | 123,353 | 0 | 123,353 |
| Trade and other operating receivables | 1,194,308 | 0 | 1,194,308 |
| Other current assets | 108,698 | 0 | 108,698 |
| Derivative instruments – Current assets | 3,251 | 0 | 3,251 |
| Current financial assets | 54,025 | 0 | 54,025 |
| Cash and cash equivalents | 427,762 | 0 | 427,762 |
| Total current assets | 1,911,397 | 0 | 1,911,397 |
| Total assets | 4,032,460 | 48,751 | 4,081,211 |
| Share capital | 41,330 | 0 | 41,330 |
| Share premium | 800,008 | 0 | 800,008 |
| Retained earnings | 392,585 | 750 | 393,335 |
| Defined benefit pension plans | (9,249) | 0 | (9,249) |
| Hedging reserves | 195 | (3,812) | (3,617) |
| Currency translation differences | 3,683 | (1) | 3,682 |
| Equity attributable to owners of the parent | 1,228,552 | (3,063) | 1,225,489 |
| Non-controlling interests | 8,389 | 0 | 8,389 |
| Equity | 1,236,941 | (3,063) | 1,233,878 |
| Retirement benefit obligations and employee benefits | 44,720 | 0 | 44,720 |
| Provisions | 34,420 | 0 | 34,420 |
| Other non-current liabilities | 81,230 | 0 | 81,230 |
| Bonds | 299,631 | 8,106 | 307,737 |
| Financial liabilities | 357,069 | 0 | 357,069 |
| Derivative instruments – Non-current liabilities | 15,723 | 0 | 15,723 |
| Deferred tax liabilities | 92,625 | 43,708 | 136,333 |
| Total non-current liabilities | 925,418 | 51,814 | 977,232 |
| Current provisions | 48,442 | 0 | 48,442 |
| Trade & other operating payables | 1,019,649 | 0 | 1,019,649 |
| Income tax payable | 96,247 | 0 | 96,247 |
| Current financial liabilities | 323,664 | 0 | 323,664 |
| Derivative instruments – Current liabilities | 16,124 | 0 | 16,124 |
| Other current liabilities | 365,975 | 0 | 365,975 |
| Total current liabilities | 1,870,101 | 0 | 1,870,101 |
| Total equity and liabilities | 4,032,460 | 48,751 | 4,081,211 |
| For the period ended June 30 (In thousand Euro) |
June 2014 Published |
Impact PPA DEME |
June 2014, after restatement |
|---|---|---|---|
| Operating activities | |||
| Net income share of the group Depreciation and amortization of intangible assets, property, plant & equipment |
63,573 107,739 |
750 4,532 |
64,323 112,271 |
| (PPE) and investment property Net provision expense |
2,104 | 0 | 2,104 |
| Impairment on current and non-current assets | (322) | 0 | (322) |
| Unrealized foreign exchange (gains)/losses | (13,549) | 0 | (13,549) |
| Interest income & income from financial assets | (5,648) | 0 | (5,648) |
| Interest expense | 18,837 | (877) | 17,960 |
| Change in fair value of derivative instruments | 8,490 | (5,393) | 3,097 |
| Income/(losses) from sales of property, plant & equipment | (3,873) | 0 | (3,873) |
| Tax expense | 26,956 | 499 | 27,455 |
| Income attributable to non-controlling interests | (128) | 0 | (128) |
| Earnings from associates and joint venture | (6,350) | 489 | (5,861) |
| Cash flow from operating activities before changes in working capital | 197,829 | 0 | 197,829 |
| Decrease/(increase) in trade receivables and other current and non-current receivables |
(138,333) | 0 | (138,333) |
| Decrease/(increase) in inventories | (3,338) | 0 | (3,338) |
| Increase/(decrease) in trade payables and other current and non-current payables | 85,235 | 0 | 85,235 |
| Cash flow from operating activities | 141,393 | 0 | 141,393 |
| Interest paid | (19,308) | 0 | (19,308) |
| Interest received | 5,648 | 0 | 5,648 |
| Income tax paid/received | (11,195) | 0 | (11,195) |
| Net cash flow from operating activities | 116,538 | 0 | 116,538 |
| Investing activities | |||
| Sales of non-current assets | 6,027 | 0 | 6,027 |
| Purchases of non-current assets | (51,639) | 0 | (51,639) |
| Acquisition of subsidiaries net of cash acquired | 0 | 0 | 0 |
| Disposal of subsidiaries | 0 | 0 | 0 |
| Acquisition DEME | 0 | 0 | 0 |
| Cash flow from investing activities | (45,612) | 0 | (45,612) |
| Financing activities | |||
| Borrowings | 112,779 | 0 | 112,779 |
| Reimbursements of borrowings | (166,584) | 0 | (166,584) |
| Dividends paid | (29,112) | 0 | (29,112) |
| Transactions with minorities | 0 | 0 | 0 |
| Cash flow from financing activities | (82,917) | 0 | (82,917) |
| Net Increase/(Decrease) in cash position | (11,991) | 0 | (11,991) |
| Cash and cash equivalents at start of the year | 437,334 | 0 | 437,334 |
| Exchange rate effects | 2,419 | 0 | 2,419 |
| Cash and cash equivalents at end of period | 427,762 | 0 | 427,762 |
| At June 30 | Revenue | Operating income on activity | Operating income | Financial income | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | % Revenue |
2014 | % Revenue |
2015 | % Revenue |
2014 | % Revenue |
2015 | 2014 | |
| Dredging and environment |
1,171,037 | 1,212,300 | 168,689 | 14.41% | 90,710 | 7.48% | 180,269 | 15.39% | 100,482 | 8.29% | (23,018) | (13,658) |
| Correction DEME (*) | (3,273) | (4,886) | (3,762) | (5,375) | 5,510 | 6,270 | ||||||
| Contracting | 463,668 | 564,605 | (19,775) | (4.26%) | 10,548 | 1.87% | (23,254) | (5.02%) | 5,832 | 1.03% | (669) | (767) |
| Real estate | 13,382 | 3,912 | 1,051 | 7.85% | (578) | (14.78%) | 2,720 | 20.33% | 678 | 17.33% | (1,137) | (765) |
| PPP-Concessions | 668 | 292 | (2,058) | (1,202) | (1,665) | (1,164) | 3,532 | 1,154 | ||||
| Holding | (1,485) | (1,834) | (1,485) | (1,834) | 7,168 | 1,293 | ||||||
| Eliminations between divisions |
(5,210) | (7,634) | (124) | (496) | (124) | (496) | ||||||
| Other non-recurring elements |
||||||||||||
| Total consolidated | 1,643,545 | 1,773,475 | 143,025 | 8.70% | 92,262 | 5.20% | 152,699 | 9.29% | 98,123 | 5.53% | (8,614) | (6,473) |
| At June 30 | Taxes | Net income of the group | Non-cash items | EBITDA | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | % Revenue |
2014 | % Revenue |
2015 | 2014 | 2015 | % Revenue |
2014 | % Revenue |
|
| Dredging and environment | (37,556) | (23,838) | 119,828 | 10.23% | 62,647 | 5.17% | 107,600 | 100,990 | 276,289 | 23.59% | 191,700 | 15,81% |
| Correction DEME (*) | (704) | (516) | 1,044 | 379 | 3,273 | 4,534 | (352) | |||||
| Contracting | 2,613 | (3,323) | (18,871) | (4.07%) | 2,209 | 0.39% | 18,666 | 7,970 | (1,109) | (0.24%) | 18,518 | 3,28% |
| Real estate | (143) | (3) | 1,439 | 10.75% | (90) | (2.30%) | (314) | (290) | 737 | 5.51% | (868) | (22,19%) |
| Concessions-PPP | 1,866 | (11) | 3,407 | 274 | 1,349 | (928) | ||||||
| Holding | (49) | 122 | 5,634 | (418) | 361 | 575 | (1,124) | (1,259) | ||||
| Eliminations between divisions |
35 | 103 | (90) | (393) | (124) | (496) | ||||||
| Other non-recurring elements | ||||||||||||
| Total consolidated | (35,804) | (27,455) | 110,850 | 6.74% | 64,323 | 3.63% | 132,993 | 114,053 | 276,018 | 16.79% | 206,315 | 11.63% |
(*) Amounts adjusted in accordance with the accounting at fair value of DEME's assets and liabilities after the acquisition of an additional 50% stake in DEME on December 24th, 2013 (restatements described in disclosure 3.2).
| At June 30th 2015 | Dredging & |
Contracting Real Estate | PPP Concessions |
Holding and eliminations |
Eliminations between |
Total consolidated |
|
|---|---|---|---|---|---|---|---|
| (thousand euro) | environ ment |
divisions | |||||
| ASSETS | |||||||
| Goodwill | 160,595 | 19,209 | 53 | 0 | 0 | 0 | 179,857 |
| Property, plant and equipment | 1,711,251 | 43,514 | 359 | 13 | 1,809 | (1,601) | 1,755,345 |
| Non-current loans to consolidated group companies |
0 | 20,952 | 0 | 0 | 79,575 | (100,527) | 0 |
| Other non-current financial assets | 54,095 | 3,508 | 45,175 | 31,031 | 0 | 0 | 133,809 |
| Other non-current assets | 297,311 | 6,139 | 63,139 | 16,497 | 785,425 | (794,697) | 373,814 |
| Inventories | 11,521 | 33,072 | 56,291 | 0 | 646 | 0 | 101,530 |
| Cash & cash equivalents | 326,042 | 45,710 | 6,390 | 0 | 15,731 | 0 | 393,873 |
| Internal cash position – cash pooling - assets |
0 | 111,977 | 24,350 | 3,507 | 141,472 | (281,306) | 0 |
| Other current assets | 758,329 | 561,816 | 24,158 | 5,415 | 9,928 | (46,860) | 1,312,786 |
| Total assets | 3,319,144 | 845,897 | 219,915 | 56,463 | 1,034,586 | (1,224,991) | 4,251,014 |
| LIABILITIES | |||||||
| Equity | 1,297,102 | 64,651 | 46,930 | 7,887 | 719,993 | (759,222) | 1,377,341 |
| Non-current borrowings from consolidated group companies |
0 | 18,935 | 44,285 | 30,000 | 16,892 | (110,112) | 0 |
| Bonds | 206,096 | 0 | 0 | 0 | 99,959 | 0 | 306,055 |
| Non-current financial liabilities | 344,487 | 10,517 | 4,572 | 0 | 20,000 | 0 | 379,576 |
| Other non-current liabilities | 238,238 | 51,634 | 29,953 | 16,262 | 14,684 | (27,500) | 323,271 |
| Current financial liabilities | 118,895 | 1,457 | 212 | 0 | 0 | (212) | 120,352 |
| Internal cash position – cash pooling - liabilities |
0 | 85,141 | 56,332 | 0 | 130,249 | (271,722) | 0 |
| Other current liabilities | 1,114,326 | 613,562 | 37,631 | 2,314 | 32,809 | (56,223) | 1,744,419 |
| Total equity and liabilities | 3,319,144 | 845,897 | 219,915 | 56,463 | 1,034,586 | (1,224,991) | 4,251,014 |
| At December 31st 2014 (thousand euro) |
Dredging & environ ment |
Contracting | Real Estate | PPP Concessions |
Holding and eliminations |
Eliminations between divisions |
Total consolidated |
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Goodwill | 157,819 | 19,210 | 53 | 0 | 0 | 0 | 177,082 |
| Property, plant and equipment | 1,441,960 | 56,725 | 305 | 0 | 4,285 | 0 | 1,503,275 |
| Non-current loans to consolidated group companies |
0 | 20,269 | 0 | 0 | 80,930 | (101,199) | 0 |
| Other non-current financial assets |
29,371 | 3,978 | 45,845 | 26,920 | 3,227 | 0 | 109,341 |
| Other non-current assets | 318,895 | 6,291 | 49,341 | 13,504 | 757,903 | (752,149) | 393,785 |
| Inventories | 18,387 | 32,925 | 53,320 | 0 | 646 | 0 | 105,278 |
| Cash & cash equivalents | 579,618 | 60,875 | 4,487 | 671 | 57,850 | 0 | 703,501 |
| Internal cash position – cash pooling - assets |
0 | 98,049 | 4,465 | 0 | 127,870 | (230,384) | 0 |
| Other current assets | 649,725 | 546,898 | 45,782 | 4,756 | 7,363 | (31,334) | 1,223,190 |
| Total assets | 3,195,775 | 845,220 | 203,598 | 45,851 | 1,040,074 | (1,115,066) | 4,215,452 |
| LIABILITIES | |||||||
| Equity | 1,229,135 | 73,165 | 32,833 | 9,352 | 705,251 | (728,871) | 1,320,865 |
| Non-current borrowings from consolidated group companies |
0 | 17,599 | 43,602 | 23,331 | 16,667 | (101,199) | 0 |
| Bonds | 206,936 | 0 | 0 | 0 | 99,959 | 0 | 306,895 |
| Non-current financial liabilities | 302,317 | 11,174 | 4,574 | 0 | 60,000 | 0 | 378,065 |
| Other non-current liabilities | 213,267 | 60,731 | 18,012 | 10,625 | 35,973 | (23,500) | 315,108 |
| Current financial liabilities | 204,510 | 2,239 | 0 | 0 | (78) | 0 | 206,671 |
| Internal cash position – cash pooling - liabilities |
0 | 70,428 | 57,187 | 255 | 102,514 | (230,384) | 0 |
| Other current liabilities | 1,039,610 | 609,884 | 47,390 | 2,288 | 19,788 | (31,112) | 1,687,848 |
| Total equity and liabilities | 3,195,775 | 845,220 | 203,598 | 45,851 | 1,040,074 | (1,115,066) | 4,215,452 |
| At June 30th 2015 (In thousand Euro) |
Dredging & environ ment |
Contracting | Real Estate | PPP Concessions |
Holding and eliminations |
Total consolidated |
|---|---|---|---|---|---|---|
| Cash flow from operating activities before changes in working capital |
259,913 | (1,407) | 738 | 2,230 | (1,490) | 259,984 |
| Cash flow from operating activities | 179,414 | (2,761) | (253) | (7,194) | (20,121) | 149,085 |
| Cash flow from investing activities | (149,401) | (4,120) | (375) | (2,646) | 22,162 | (134,380) |
| Cash flow from financing activities | (286,190) | (8,664) | 2,479 | 9,169 | (44,171) | (327,377) |
| Net increase/(decrease) of cash | (256,177) | (15,545) | 1,851 | (671) | (42,130) | (312,672) |
| At June 30th 2014 (In thousand Euro) |
Dredging & environ ment |
Contracting | Real Estate | PPP Concessions |
Holding and eliminations |
Total consolidated |
|---|---|---|---|---|---|---|
| Cash flow from operating activities before changes in working capital |
183,194 | 17,849 | (2,560) | (1,036) | 382 | 197,829 |
| Cash flow from operating activities | 185,390 | (19,000) | (1,369) | (34,180) | (14,303) | 116,538 |
| Cash flow from investing activities | (40,401) | (2,691) | (5) | 0 | (2,515) | (45,612) |
| Cash flow from financing activities | (105,306) | 16,769 | (1,953) | 34,192 | (26,619) | (82,917) |
| Net increase/(decrease) of cash | 39,683 | (4,922) | (3,327) | 12 | (43,437) | (11,991) |
Cash flows from financing activities include cash pooling loans and borrowing with other segments. A positive amount means a use of liquidities in the cash pooling. This section is also influenced by external financing, especially and primarily in the segments Real Estate, Holding, and Dredging and environment. The dredging and environment segment is not part of the cash pooling of the group CFE.
| At June 30th 2015 | Dredging & | Contracting | Real | PPP | Holding and | Total |
|---|---|---|---|---|---|---|
| (In thousand Euro) | environment | Estate | Concessions | eliminations | consolidated | |
| Amortizations | (110,869) | (18,465) | (27) | (7) | (985) | (130,353) |
| Investments | 179,786 | 5,405 | 75 | 20 | 508 | 185,794 |
| At June 30th 2014 | Dredging & | Contracting | Real | PPP | Holding and | Total |
| (In thousand Euro) | environment (*) | Estate | Concessions | eliminations | consolidated | |
| Amortizations | (105,461) | (5,754) | (424) | 0 | (632) | (112,271) |
| Investments | 44,919 | 4,199 | 3,901 | 0 | 2,515 | 55,534 |
(*) Amounts adjusted in accordance with the accounting at fair value of DEME's assets and liabilities after the acquisition of an additional 50% stake in DEME on December 24th, 2013 (restatements described in disclosure 3.2).
The investments include the acquisitions done for the purpose of the group investments and the acquisitions done by the segments Real Estate and PPP-concessions for their operational activities. Acquisitions through business combinations are not disclosed in those amounts.
| REVENUE BREAKDOWN GENERATED BY THE DREDGING DIVISION | ||
|---|---|---|
| (In thousand Euro) | June 2015 | June 2014 |
| Capital dredging | 638,863 | 578,397 |
| Environmental contracting | 101,875 | 83,594 |
| Fall pipe and landfalls | 56,755 | 104,295 |
| Maintenance dredging | 125,844 | 143,917 |
| Marine works | 247,700 | 302,097 |
| Total | 1,171,037 | 1,212,300 |
| (In thousand Euro) | June 2015 | June 2014 |
|---|---|---|
| Building - Benelux | 250,697 | 275,904 |
| Civil engineering | 44,114 | 59,320 |
| Buildings - International | 72,081 | 92,051 |
| Construction | 366,892 | 427,275 |
| Multitechnics | 66,666 | 86,217 |
| Railway | 30,110 | 51,113 |
| Total | 463,668 | 564,605 |
| REVENUE OF CFE GROUP AT JUNE 30 | ||
|---|---|---|
| (In thousand Euro) | June 2015 | June 2014 |
| Belgium | 476,660 | 560,990 |
| Other Europe | 346,642 | 432,401 |
| Middle East | 40,163 | 68,797 |
| Asia | 108,755 | 54,562 |
| Oceania | 81,172 | 354,390 |
| Africa | 527,528 | 218,484 |
| Americas | 62,625 | 83,851 |
| Total consolidated | 1,643,545 | 1,773,475 |
On May 13th 2015, GeoSea, subsidiary of DEME, acquired from the German company HOCHTIEF an additional 50% stake in the company HGO InfraSea, increasing its stake from 50% to 100%. On June 30th 2015, HGO InfraSea is fully consolidated and its assets and liabilities are accounted at the carrying amount according to the accounting rules applied within CFE group. The valorisation exercise of assets and liabilities at fair value is still in progress. The fair value allocated to the acquired assets and liabilities assumed are allowed to be modified within a period of 12 months after the date of acquisition.
The other acquisitions concluded during the period are related to DEME and are described in the preamble.
On June 30th 2015, CFE increased its stake in Groep Terryn from 55.04% to 77.51% by acquiring, for 1 euro, a portion of the shares held by the minority shareholders. After this transaction, the PUT option held by the minority shareholders was revalued based on the Groep Terryn's last business plan. The impact of the revaluation is recorded in the net result (part of the group) and is mainly compensated by a depreciation accounted on the assets of Groep Terryn.
On February 25th 2015, CFE sold its stake in Aannemingen Van Wellen Railway to ASWEBO, the road subsidiary of Group Willemen. Before the sale, the building division of Aannemingen Van Wellen had been transferred in another group's subsidiary and is active in Flanders since December 1st 2014 under the name "Atro Bouw". The group accounted a capital gain on the disposal which amounts to 8,7 million euro during the exercise. The assets and liabilities of Aannemingen Van Wellen's road activity were presented respectively in assets held for sale for 31,447 thousand euro and in liabilities held for sale for 19,164 thousand euro in the consolidated financial statements closed at December 31st 2014.
Acquisitions and disposals of subsidiaries in the Real Estate division were not business combinations and so all the contribution paid is allocated to the land and buildings in stock. The main acquisitions and sales which occur in the real estate division are described here above in the preamble.
Revenues from auxiliary activities amount to 63,755 thousand Euro (June 2014 : 31,175 thousand Euro) and include gains on property, plant and equipment for 13,052 thousand Euro (June 2014: 3,917 thousand Euro), as well as rent income, recharges of costs and other compensation for 50,703 thousand Euro (June 2014 : 27,258 thousand Euro). The substantial increase in the revenue of auxiliary activities is mainly due to non-recurring items such as capital gains on disposal of assets, a claim after the cancellation of a construction contract by a client and the revalorization of the PUT option held by the minority shareholders of Groep Terryn.
| As of June 30 | ||
|---|---|---|
| (in thousand Euro) | 2015 | 2014 (*) |
| Cost of financial debt | (13,692) | (13,189) |
| Derivative instruments - fair value adjustments through profit and loss | 154 | 212 |
| Derivative instruments used as hedging instruments | 0 | 0 |
| Assets measured at fair value | 0 | 0 |
| Available-for-sale financial instruments | 0 | 0 |
| Assets and liabilities at amortized cost - income from availabilities | 4,686 | 5,647 |
| Assets and liabilities at amortized cost - interest charges | (18,532) | (19,048) |
| Other financial income and expense | 5,078 | 6,716 |
| Realized / unrealized translation gains/(losses) | (1,184) | 4,093 |
| Dividends received from non-consolidated companies | 3,628 | 419 |
| Impairment of financial assets | (1,393) | (33) |
| Other | 4,027 | 2,237 |
| Financial result | (8,614) | (6,473) |
(*) Amounts adjusted in accordance with the accounting at fair value of DEME's assets and liabilities after the acquisition of an additional 50% stake in DEME on December 24th, 2013 (restatements described in disclosure 3.2).
The evolution of the gain/(loss) exchange realized/not realized in the first half year of 2015 compared to the same period in 2014 is mostly explained by the valuation of the Euro against other foreign currencies in DEME.
As of June 30, 2015 the part of non-controlling interests in the result amounts to 2,569 thousand Euro (June 2014 : 128 thousand Euro). The contribution of Groep Terryn amounts to 2,424 thousand euro (June 2014: 471 thousand euro). The result of non-controlling interests is mainly influenced by the depreciation accounted on the assets of Group Terryn. We refer to note 5.
The tax expense amounts to 35,804 thousand Euro for the first half year 2015 (June 2014(*) : 27,455 thousand Euro). The effective tax rate amounts to 26.64 % (June 2014(*) : 32.00%). The effective tax rate is defined as the income tax expense over the pre-tax income from which the earnings from associates and joint ventures are deducted.
The decrease in the effective tax rate is mainly due to the fact that the dredging activities are performed in countries where the tax rate is lower than the countries where DEME had been active during the first half year 2014.
| As of June 30, 2015 (In thousand Euro) |
Land & buildings |
Installations & equipments |
Furniture & fittings |
Under construction |
Total |
|---|---|---|---|---|---|
| Acquisition cost | |||||
| Balance at the end of the previous period | 123,862 | 2,802,541 | 57,561 | 2,274 | 2,986,238 |
| Effect of foreign currency fluctuations | 132 | 6,089 | 57 | 60 | 6,338 |
| Acquisitions | 792 | 128,475 | 4,288 | 51,906 | 185,461 |
| Transfers from one asset to another | (3,882) | 106 | (268) | (345) | (4,389) |
| Disposals | (9,044) | (80,107) | (3,126) | (108) | (92,385) |
| Acquisitions through business combinations |
0 | 254,607 | (84) | 0 | 254,523 |
| Balance at the end of the year | 111,860 | 3,111,711 | 58,428 | 53,787 | 3,335,786 |
| Depreciations & impairment | |||||
| Balance at the end of the previous period | (50,613) | (1,385,290) | (47,060) | 0 | (1,482,963) |
| Effect of foreign currency fluctuations | (230) | (5,943) | (56) | 0 | (6,229) |
| Depreciations | (9,382) | (115,825) | (2,458) | 0 | (127,665) |
| Transfers from one asset to another | 2,965 | 258 | 268 | 0 | 3,491 |
| Disposals | 5,589 | 75,297 | 2,715 | 0 | 83,601 |
| Acquisitions through business - combinations |
0 | (50,706) | 30 | 0 | (50,676) |
| Balance at the end of the period | (51,671) | (1,482,209) | (46,561) | 0 | (1,580,441) |
| Net carrying amount | |||||
| At January, 1 2015 At June, 30 2015 |
73,249 60,189 |
1,417,251 1,629,502 |
10,501 11,867 |
2,274 53,787 |
1,503,275 1,755,345 |
The net carrying amount of tangible assets amounts to 1,755,345 thousand Euro on June, 30 2015 ( December,31 2014: 1,503,275 thousand Euro, after restatement related to the accounting of DEME's assets and liabilities at fair value).
On June 30, 2015, the acquisitions of tangible assets amount to 185,461 thousand Euro, and are mainly related to DEME (179,721 thousand Euro). Moreover, the acquisitions through business combinations concern mainly the acquisition of HGO InfraSea by GeoSea, subsidiary of DEME. This transaction is described in note 5.
The net value of the fixed assets held in leasing amounts to 121,247 thousand Euro (December 2014: 72,073 thousand Euro). Those contracts relate mainly to the vessels held by DEME.
The amount of property, plant, and equipment constituting a guarantee for some borrowing amounts to 346,396 thousand Euro (December 2014 : 354,055 thousand Euro).
| As of June 30, 2014 (*) | Land & | Installations | Furniture & | Other | Under | |
|---|---|---|---|---|---|---|
| (In thousand Euro) | buildings | & equipments |
fittings | tangible assets |
construction | Total |
| Acquisition cost | ||||||
| Balance at the end of the previous period | 128,362 | 2,744,646 | 66,378 | 0 | 3,453 | 2,942,839 |
| Effect of foreign currency fluctuations | 255 | 837 | (30) | 0 | 0 | 1,062 |
| Acquisitions through business combinations |
548 | 7,957 | 0 | 0 | 0 | 8,505 |
| Acquisitions | 4,465 | 42,844 | 2,286 | 0 | 1,401 | 50,996 |
| Transfers from one asset to another | (12,993) | 655 | (54) | 0 | (884) | (13,276) |
| Disposals | 0 | (37,855) | (2,814) | 0 | 0 | (40,669) |
| Balance at the end of the year | 120,637 | 2,759,084 | 65,766 | 0 | 3,970 | 2,949,457 |
| Depreciations & impairment | ||||||
| Balance at the end of the previous period | (57,563) | (1,269,909) | (52,016) | 0 | 0 | (1,379,488) |
| Effect of foreign currency fluctuations | (143) | (638) | (5) | 0 | 0 | (786) |
| Acquisitions through business - combinations |
(548) | (7,957) | 0 | 0 | 0 | (8,505) |
| Depreciations | (2,908) | (99,374) | (3,162) | 0 | 0 | (105,444) |
| Transfers from one asset to another | 13,015 | 190 | 71 | 0 | 0 | 13,276 |
| Disposals | 0 | 36,775 | 1,743 | 0 | 0 | 38,518 |
| Balance at the end of the period | (48,147) | (1,340,913) | (53,369) | 0 | 0 | (1,442,429) |
| Net carrying amount | ||||||
| At January, 1 2014 (*) | 70,799 | 1,474,737 | 14,362 | 0 | 3,453 | 1,563,351 |
| At June, 30 2014 (*) | 72,490 | 1,418,171 | 12,397 | 0 | 3,970 | 1,507,028 |
(*) Amounts adjusted in accordance with the accounting at fair value of DEME's assets and liabilities after the acquisition of an additional 50% stake in DEME on December 24th, 2013 (restatements described in disclosure 3.2).
On June 30, 2015, investments in associates amount to 142,488 thousand Euro (December 2014: 159,290 thousand Euro) in the statement of financial position. The decrease of investments in associates and joint ventures is mainly due to the change of consolidation method applied to HGO InfraSea, partly compensated by the result generated by the associated companies which amounts to 9,671 thousand euro (June 2014: 5,861 thousand euro).
On June 30, 2015, the inventories amount to 101,530 thousand Euro (December 2014: 105,278 thousand Euro) and are detailed as follows:
| (In thousand Euro) | June 30, 2015 | December 31, 2014 |
|---|---|---|
| Raw materials and consumables | 30,693 | 43,221 |
| Raw material and consumables (impairment losses) | 0 | (506) |
| Finished products and goods purchased for resale | 72,768 | 65,587 |
| Finished products (impairment losses) | (1,931) | (3,024) |
| Stocks | 101,530 | 105,278 |
On June 30, 2015, the trade and other receivables amount to 1,201,324 thousand Euro (December 2014: 1,082,504 thousand Euro). The increase during the 1st half year 2015 is mainly due to the increase of DEME's activities.
In order to reduce the current risk, the group CFE monitors regularly its outstanding clients and adapts its position towards them. Regarding this matter, it should be noted that CFE is involved in two projects in Chad. One project consists of the construction of the "Grand Hôtel" which is almost completed; the other is the building for the Ministry of Finance, realized in joint venture, work which was suspended on 30 June 2015. In both cases, the customer is the Chadian government whose budget is considerably affected by the fall in oil prices. This tricky situation is reflected in significant delays in payment. CFE's exposure is slightly lower than 70 million euro. CFE, in close consultation with the Chadian authorities, is looking for a way to resolve the issue of funding for the works. The risk of non-payment will be re-examined at the end of 2015.
On June 30, 2015 these provisions amount 100,328 thousand Euro, which represents an increase of 11,205 thousand Euro compared to the end of December 2014 (89,123 thousand Euro).
| (In thousand Euro) | After - sale service |
Other current risks |
Negative equity method |
Other non current risks |
Total | |
|---|---|---|---|---|---|---|
| Balance at the end of the previous period | 14,833 | 33,614 | 24,641 | 16,035 | 89,123 | |
| Effect of foreign currency fluctuations | 11 | (58) | 0 | 5 | (42) | |
| Actualization effect | 0 | 0 | 0 | 0 | 0 | |
| Transfer from one category to another | (347) | 289 | (540) | (158) | (756) | |
| Provisions recognized | 1,446 | 15,399 | 0 | 77 | 16,922 | |
| Provisions used | (1,263) | (5,167) | 0 | 2,171 | (4,259) | |
| Provisions reversed | (337) | (323) | 0 | 0 | (660) | |
| Closing balance | 14,343 | 43,754 | 24,101 | 18,130 | 100,328 | |
| of which current: non-current: |
58,097 42,231 |
The provision for after-sale service decreased by 490 thousand Euro to reach 14,343 thousand Euro on June 30, 2015.
The provision for other current risks increased by 10,140 thousand Euro and amounts to 43,754 thousand Euro at June 30, 2015. This category includes :
‐ provisions for customer claims (5,918 thousand Euro), for social litigation (1,451 thousand Euro), for remaining work to be completed (342 thousand Euro) and provisions for other risks (14,782 thousand Euro). Since negotiations with customers are still in progress, we cannot give more information about the considered assumptions, nor on the time of the probable cash outflow.
‐ provisions for losses on completion (21,261 thousand Euro) are recognised when the expected economic benefits of certain contracts are lower than the inevitable costs attendant on compliance with obligations under those contracts. Provisions for losses on completion are used up when the related contracts are performed.
The other non-current risks which amount 18,130 thousand Euro at the end of June 2015 include, among others, a provision for restructuring and provisions not directly related to the operating process of works in progress.
If the share of CFE group in the economic losses of associates and joint ventures exceeds the carrying amount of investment, the carrying amount is limited to zero. Losses higher than the carrying amount are not recognised, except for the amount of commitments of CFE as regards to some of those associates and joint ventures. The amounts of those commitments are accounted as non-current provisions to the extent that the group considers it has an obligation to support those subsidiaries and their projects.
Based on available information at the date on which the financial statements were approved by the Board of Directors, we are not aware of any contingent assets or liabilities, with the exception of contingent assets or liabilities related to construction contracts (for example, the group's claims against customers or claims by subcontractors) that can be described as normal in the construction and the dredging sector and which are treated by applying the percentage-of-completion method during the recognition of revenue.
CFE group use derivatives financial instruments mainly in order to reduce the risks linked to unfavourable movements of interests rates, exchange rate, price of commodities and other market risks. The company does not hold or does not sell any financial instruments for trading purposes. However, derivatives which are not eligible to be considered as hedging instruments are disclosed as financial instruments held for trading.
On June 30, 2015, the derivative financial instruments have been estimated at their fair values.
| 30/06/2015 | 31/12/2014 | |||||
|---|---|---|---|---|---|---|
| (In thousand Euro) | Non-current | Current | Total | Non-current | Current | Total |
| Bank loans and other financial debt | (256,425) | (97,726) | (354,151) | (256,035) | (155,775) | (411,810) |
| Bonds | (306,055) | (306,055) | (306,895) | (306,895) | ||
| Drawings on credit facilities | (20,000) | (20,000) | (60,000) | (60,000) | ||
| Borrowings under finance leases | (103,151) | (14,626) | (117,777) | (62,030) | (7,546) | (69,576) |
| Total long-term financial debt | (685,631) | (112,352) | (797,983) | (684,960) | (163,321) | (848,281) |
| Short-term financial debt | (8,000) | (8,000) | (43,350) | (43,350) | ||
| Cash equivalents | 9,524 | 9,524 | 14,385 | 14,385 | ||
| Cash | 384,349 | 384,349 | 689,116 | 689,116 | ||
| Net short-term financial debt/(cash) | 0 | 385,873 | 385,873 | 0 | 660,151 | 660,151 |
| Total net financial debt | (685,631) | 273,521 | (412,110) | (684,960) | 496,830 | (188,130) |
| Derivative instruments used as interest-rate hedges |
(11,404) | (7,521) | (18,925) | (12,413) | (8,532) | (20,945) |
| Less than 1 year |
Between 1 and 2 years |
Between 2 and 3 years |
Between 3 and 5 years |
Between 5 and 10 years |
More than 10 |
Total | |
|---|---|---|---|---|---|---|---|
| (In thousand Euro) | years | ||||||
| Bank loans and other financial debt | (97,726) | (139,578) | (61,240) | (38,357) | (17,250) | 0 | (354,151) |
| Bonds | (99,958) | (206,097) | (306,055) | ||||
| Drawings on credit facilities | (20,000) | (20,000) | |||||
| Borrowings under finance leases | (14,626) | (55,084) | (8,851) | (16,867) | (22,329) | (20) | (117,777) |
| Total long-term financial debt | (112,352) | (194,662) | (170,049) | (281,321) | (39,579) | (20) | (797,983) |
| Short-term financial debt | (8,000) | (8,000) | |||||
| Cash equivalents | 9,524 | 9,524 | |||||
| Cash | 384,349 | 384,349 | |||||
| Net short-term financial debt | 385,873 | 0 | 0 | 0 | 0 | 0 | 385,873 |
| Change in net financial debt | 273,521 | (194,662) | (170,049) | (281,321) | (39,579) | (20) | (412,110) |
At 30 June 2015, the CFE group had confirmed long-term bank credit facilities of 125 million Euro, of which 20 million Euro were drawn at the end of June 2015.
On 21 June 2012, CFE issued 100 million Euro of bond maturing on 21 June 2018 and paying a coupon of 4.75%. On February 14th, 2013, DEME issued 200 million Euro of bond maturing on 14 February 2019 and paying a coupon of 4.145%.
Bank loans and other financial debts mainly concern DEME and loans relating to real-estate projects and are without recourse against CFE.
Bilateral loans are subject to specific covenants that take into account factors such as financial debt and the ratio of debt to equity or non-current assets, as well as cash flow. The group complied with all these covenants at end of June 2015.
The policy and the risk management procedures defined by the group are the same as the one's declared in the 2014 annual report.
| Fixed rate | Floating rate Floating rate capped + inflation |
Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Type of debts | Amounts | Quota | Rate | Amounts | Quota | Rate | Amounts | Quota | Rate | Amounts | Quota | Rate |
| Bank loans and other financial debts |
340,390 | 44.67% | 2.79% | 21,761 | 49.47% | 0.77% | 0 | 0.00% | 0.00% | 362,151 | 44.93% | 2.67% |
| Bonds | 306,055 | 40.17% | 4.34% | 0 | 0.00% | 0.00% | 0 | 0.00% | 0.00% | 306,055 | 37.97% | 4.34% |
| Credit line used | 0 | 0.00% | 0.00% | 20,000 | 45.46% | 1.34% | 0 | 0.00% | 0.00% | 20,000 | 2.48% | 1.34% |
| Loans related to finance lease |
115,546 | 15.16% | 1.60% | 2,231 | 5.07% | 3.75% | 0 | 0.00% | 0.00% | 117,777 | 14.61% | 1.64% |
| Total | 761,991 | 100% 3.23% | 43,992 | 100% | 1.18% | 0 | 0.00% | 0.00% | 805,983 | 100% | 3.12% |
The outstanding debts by currency are:
| (In thousand Euro) | June 2015 | December 2014 |
|---|---|---|
| Euro | 797,983 | 848,281 |
| US Dollar | 0 | 0 |
| Other currencies | 0 | 0 |
| Total long term debts | 797,983 | 848,281 |
The fair value of financial instruments can be classified into three levels based on the degree to which the inputs to the fair value measurements are observable:
The fair value of financial instruments have been determined using the following methods :
| June 30, 2015 (In € thousands) |
Financial instruments not designated as hedging instruments |
Derivatives designated as hedging instruments |
Financial instruments available for sales |
Loans and trade receivables at amortised costs |
Total of carrying amount |
Fair value measurements of financial assets by level |
Fair value of the class |
|---|---|---|---|---|---|---|---|
| Non-current financial assets |
640 | 2,842 | 130,967 | 134,449 | 134,449 | ||
| Investments (1) | 2,842 | 2,842 | Level 2 | 2,842 | |||
| Financial loans and | 130,967 | 130,967 | Level 2 | 130,967 | |||
| receivables (1) | |||||||
| Interest rate | 640 | 640 | Level 2 | 640 | |||
| derivatives – cash | |||||||
| flow hedges | |||||||
| Current financial assets |
70 | 1,595,573 | 1,595,643 | 1,595,643 | |||
| Interest rate | |||||||
| derivatives – non | |||||||
| hedge | |||||||
| Trade and other | 1,201,324 | 1,201,324 | Level 2 | 1,201,324 | |||
| receivables | |||||||
| Cash management | 70 | 376 | 446 | Level 2 | 446 | ||
| financial assets | |||||||
| Cash equivalents (2) | 9,524 | 9,524 | Level 2 | 9,524 | |||
| Cash at bank and in | 384,349 | 384,349 | Level 2 | 384,349 | |||
| hand (2) | |||||||
| Total assets | 710 | 2,842 | 1,726,540 | 1,730,092 | 1,730,092 | ||
| Non-current financial debts |
21,049 | 685,631 | 706,680 | 737,388 | |||
| Bonds | 306,055 | 306,055 | Level 1 | 323,646 | |||
| Financial debts | 379,576 | 379,576 | Level 2 | 392,693 | |||
| Interest rate | 21,049 | 21,049 | Level 2 | 21,049 | |||
| derivatives – cash | |||||||
| flow hedges | |||||||
| Current financial | 26,799 | 1,310,096 | 1,336,895 | 1,351,850 | |||
| liabilities | |||||||
| Interest rate | 7,521 | 7,521 | Level 2 | 7,521 | |||
| derivatives – cash | |||||||
| flow hedges | |||||||
| Exchange rate | 13,372 | 13,372 | Level 2 | 13,372 | |||
| derivatives – non cash | |||||||
| flow hedges | |||||||
| Other derivatives | 5,906 | 5,906 | Level 2 | 5,906 | |||
| instruments – non | |||||||
| hedge | |||||||
| Trade payables and other operating debts |
1,189,744 | 1,189,744 | Level 2 | 1,189,744 | |||
| Bonds | |||||||
| Financial debts | 120,352 | 120,352 | Level 2 | 135,307 | |||
| Total liabilities | 26,799 | 21,049 | 1,995,727 | 2,043,575 | 2,089,238 |
| December 31st , 2014 (In € thousands) |
Financial instruments not designated as hedging instruments |
Derivatives designated as hedging instruments |
Financial instruments available for sales |
Loans and trade receivables at amortised costs |
Total of carrying amount |
Fair value measurements of financial assets by level |
Fair value of the class |
|---|---|---|---|---|---|---|---|
| Non-current financial assets | 674 | 2,723 | 106,618 | 110,015 | 110,015 | ||
| Investments (1) | 2,723 | 2,723 | Level 2 | 2,723 | |||
| Financial loans and receivables (1) | 106,618 | 106,618 | Level 2 | 106,618 | |||
| Interest rate derivatives – cash flow | 674 | 674 | Level 2 | 674 | |||
| hedges | |||||||
| Current financial assets | 1,786,005 | 1,786,005 | 1,786,005 | ||||
| Interest rate derivatives – non hedge | |||||||
| Trade and other receivables | 1,082,504 | 1,082,504 | Level 2 | 1,082,504 | |||
| Cash management financial assets | Level 2 | ||||||
| Cash equivalents (2) | 14,385 | 14,385 | Level 2 | 14,385 | |||
| Cash at bank and in hand (2) | 689,116 | 689,116 | Level 2 | 689,116 | |||
| Total assets | 674 | 2,723 | 1,892,623 | 1,896,020 | 1,896,020 | ||
| Non-current financial debts | 12,922 | 684,960 | 697,882 | 733,636 | |||
| Bonds | 306,895 | 306,895 | Level 1 | 317,956 | |||
| Financial debts | 378,065 | 378,065 | Level 2 | 402,758 | |||
| Interest rate derivatives – cash flow | 12,922 | 12,922 | Level 2 | 12,922 | |||
| hedges | |||||||
| Current financial liabilities | 24,948 | 1,305,980 | 1,330,928 | 1,336,876 | |||
| Interest rate derivatives – highly | 593 | 593 | Level 2 | 593 | |||
| probable projected cash flow hedges | |||||||
| Interest rate derivatives – cash flow | 7,939 | 7,939 | Level 2 | 7,939 | |||
| hedges | |||||||
| Exchange rate derivatives – non cash | 8,792 | 8,792 | Level 2 | 8,792 | |||
| flow hedges | |||||||
| Other derivatives instruments – non | 7,624 | 7,624 | Level 2 | 7,624 | |||
| hedge | |||||||
| Trade payables and other operating debts | 1,099,309 | 1,099,309 | Level 2 | 1,099,309 | |||
| Bonds | |||||||
| Financial debts | 206,671 | 206,671 | Level 2 | 212,619 | |||
| Total liabilities | 24,948 | 12,922 | 1,990,940 | 2,028,810 | 2,070,512 |
The total amount of commitments granted other than guarantees for the period ended June 30, 2015, is 1,245,646 thousand Euro (December 2014 : 1,199,817 thousand Euro) and is detailed by nature as follows:
| (In thousand Euro) | June 2015 | December 2014 |
|---|---|---|
| Performance guarantees and performance bonds (a) | 901,129 | 903,231 |
| Bid bonds (b) | 11,199 | 9,916 |
| Repayment of advance payments (c) | 19,018 | 19,731 |
| Retentions (d) | 37,483 | 22,365 |
| Deferred payments to subcontractors and suppliers (e) | 41,340 | 5,220 |
| Other commitments given - including 144,515 thousand Euro of corporate guarantees at | 235,477 | 239,354 |
| DEME | ||
| Total | 1,245,646 | 1,199,817 |
a) Guarantees given in relation to the performance of works contracts. If the construction entity fails to perform, the bank (or insurance company) undertakes to compensate the customer to the extent of the guarantee.
b) Guarantees provided as part of tenders relating to work contracts.
c) Guarantees provided by a bank to a customer guaranteeing the repayment of advance payments in relation to contracts (mainly at DEME).
d) Security provided by a bank to a client to replace the use of retention money.
e) Guarantee covering the settlement of a liability to a supplier or subcontractor.
| (In thousand Euro) | June 2015 | December 2014 |
|---|---|---|
| Performance guarantees and performance bonds Other commitments received |
87,734 27,491 |
61,403 43,346 |
| Total | 115,225 | 104,749 |
The CFE group has a number of claims that we qualify as normal for the construction and the dredging industry. In most of the cases, the group CFE expects to conclude a transactional convention with the counterparty, which substantially reduces the number of procedures. Currently, negotiations are on-going regarding some receivables. At the moment, it is not possible to assess the potential asset.
| (In thousand Euro) | June 30, 2015 | December 31, 2014 |
|---|---|---|
| Assets with related parties | 270,715 | 240,276 |
| Non-current financial assets | 127,674 | 107,389 |
| Trade receivables and other operating trades | 137,676 | 126,468 |
| Other current assets | 5,365 | 6,419 |
| Liabilities with related parties | 103,909 | 61,244 |
| Other non-current liabilities | 6,728 | 6,276 |
| Trade payables and other operating trades | 97,181 | 54,968 |
| (In thousand Euro) | June 30, 2015 | December 31, 2014 |
|---|---|---|
| Expenses and incomes with related parties | 34,164 | 76,668 |
| Turnover and incomes from auxiliary activities | 69,946 | 74,522 |
| Purchases and other operating expenses | (37,788) | (1,874) |
| Expenses and financial incomes | 2,006 | 2,146 |
None.
The international activities of the group CFE for the contracting and real estate segments are mainly within the Euro zone. As a consequence, the exposure to exchange risk and the impact on financial statements are limited. However, the dredging and environment segment realize a large part of its business internationally. These activities are mainly in US Dollars or in currencies strictly related to the US Dollar. DEME uses financial instruments to hedge exchange rate risk.
For DEME, the research and development relate to the improvement of the efficiency of the maritime-equipment. This company also lead a program in partnership with Belgian universities and the Flemish Region in order to develop the production of eco-friendly energy in the maritimeenvironment.
The activity of construction is seasonal and depends on the climatic conditions of the winter.
Turnover and results achieved in the first half year cannot be extrapolated over the full year. The seasonal effect on the business is reflected in a higher use of cash in the first half year.
No adjustments were made to take account of the impact of seasonal factors on the group's financial statements for the first half year. Income and expenses of the group from normal business operations which are subject to a seasonal, cyclical or occasional nature were recognized following the same valuation as at year end. They were therefore neither anticipated nor deferred in the interim financial statements.
In the context of our appointment as the company's statutory auditor, we report to you on the consolidated interim financial information. This consolidated interim financial information comprises the consolidated condensed statement of financial position as at 30 June 2015, the consolidated condensed income statement, the consolidated condensed statement of comprehensive income, the consolidated condensed statement of changes in equity and the consolidated condensed statement of cash flows for the period of six months then ended, as well as selective notes 1 to 26.
We have reviewed the consolidated interim financial information of Compagnie d'Entreprises CFE SA ("the company") and its subsidiaries (jointly "the group"), prepared in accordance with International Financial Reporting Standard IAS 34 – Interim Financial Reporting as adopted by the European Union.
The consolidated condensed statement of financial position shows total assets of 4.251.014 (000) EUR and the consolidated condensed income statement shows a consolidated profit (group share) for the period then ended of 110.850 (000) EUR.
The board of directors of the company is responsible for the preparation and fair presentation of the consolidated interim financial information in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.
We conducted our review of the consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) 2410 – Review of interim financial information performed by the independent auditor of the entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated interim financial information.
Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim financial information of Compagnie d'Entreprises CFE SA has not been prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.
Diegem, 26 August 2015
DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Pierre-Hugues Bonnefoy
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