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Compagnie d'Entreprises CFE SA

Quarterly Report Aug 28, 2015

3929_ir_2015-08-28_14492be7-4b25-4bfd-b429-e2a74eaadea8.pdf

Quarterly Report

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Intermediary Report

As of June 30, 2015

Intermediary report of the group CFE

Table of contents

MANAGEMENT REPORT OF THE BOARD OF DIRECTORS

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

DEFINITIONS

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

Management report of board of directors

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.

1. Summary of the 1st semester

Key figures in the first half of 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%

2. Analysis by division of the activity, results and order book

Dredging & Environment division

Key figures

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%

Key figures according to the economic approach

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%

Revenue

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).

Evolution of activity by business area (economic approach)

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%

Evolution of activity by geographical area (economic approach)

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%

EDITDA and operating income

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.

Order book

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.

Investments and net financial debt

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.

Contracting division

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

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%

Operating income

The division's operating income amounted to €-23.3 million (€+5.8 million at 30 June 2014). The loss is primarily attributable to:

  • Several loss making projects in Brussels, both in Civil Engineering and in Buildings;
  • Under-coverage of overhead costs of several entities, mainly those of the Civil Engineering division, and
  • Restructuring costs of some entities outside Benelux.

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.

Risk on Chad

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.

Real Estate division

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.

Evolution of real estate projects

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

Real Estate projects

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.

Net result share part of the group

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.

PPP-Concessions division

Key figures

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

Net operating income share of the group

Both Rent-A-Port and the DBFM projects made a positive contribution to the net result of the division.

Holding

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).

3. An overview of the results

Condensed consolidated statement of income

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

Condensed consolidated statement of comprehensive income

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.

Consolidated statement of financial position

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.

Figures per share

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.

4. Information on business trends

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.

5. Information related to the share

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'.

6. Risks and uncertainties

Risks related to the sector of activity described in the annual report 2014 are still applicable during the second halfyear 2015.

7. Transactions with related parties

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.

8. Corporate governance

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.

Interim condensed consolidated financial statements and notes

DEFINITIONS

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

CONDENSED CONSOLIDATED STATEMENT OF INCOME

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).

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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).

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

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

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

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.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

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).

CAPITAL AND RESERVES

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).

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE EXERCISE ENDED AT JUNE 30, 2014

1. GENERAL POLICIES

2. CONSOLIDATION METHODS

2.1. SCOPE OF CONSOLIDATION

  • 2.2. INTRAGROUP TRANSACTIONS
  • 2.3. TRANSLATION OF THE FINANCIAL STATEMENTS OF FOREIGN COMPANIES AND ESTABLISHMENT.
  • 2.4. FOREIGN CURRENCIES TRANSACTIONS

3. RULES AND EVALUATION METHODS

  • 3.1. RECOURSE TO ESTIMATES
  • 3.2. AMOUNTS RESTATED ACCORDING TO THE ACCOUNTING OF DEME ASSETS AND LIABILITIES AT FAIR VALUE FOLLOWING THE ACQUISITION OF
  • AN ADDITIONAL 50% STAKE ON DECEMBER 24TH 2013

4. SEGMENT REPORTING

  • 4.1 CONDENSED CONSOLIDATED STATEMENT OF INCOME HIGHLIGHTS
  • 4.2. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
  • 4.3. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
  • 4.4. OTHER INFORMATION
  • 4.5. GEOGRAPHICAL SECTOR

5. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES

  • 6. REVENUE FROM AUXILIARY ACTIVITIES
  • 7. NET FINANCIAL INCOME/EXPENSE
  • 8. NON-CONTROLLING INTERESTS
  • 9. INCOME TAX
  • 10. PROPERTY, PLANT & EQUIPMENT
  • 11. INVESTMENTS IN ASSOCIATES AND JOINT VENTURE

12. INVENTORIES

  • 13. TRADE AND OTHER RECEIVABLES
  • 14. PROVISIONS OTHER THAN THOSE RELATING TO RETIREMENT BENEFIT OBLIGATIONS AND NON- CURRENT EMPLOYEE BENEFITS
  • 15. CONTINGENT ASSETS AND LIABILITIES
  • 16. FINANCIAL INSTRUMENTS

17. NET FINANCIAL DEBT

  • 17.1. THE NET FINANCIAL DEBT
  • 17.2. DEBT MATURITY SCHEDULE
  • 17.3. CREDIT FACILITIES AND LONG TERM BANK LOANS
  • 17.4. FINANCIAL COVENANTS

18. FINANCIAL RISK MANAGEMENT

  • 18.1. INTEREST RATE RISK
  • 18.2. LONG TERM FINANCIAL DEBTS BY CURRENCY
  • 18.3. BOOK VALUE AND FAIR VALUE BY ACCOUNTING CATEGORY

19. OTHER COMMITMENTS GIVEN

  • 20. OTHER COMMITMENTS RECEIVED
  • 21. LITIGATION
  • 22. RELATED PARTIES
  • 23. SUBSEQUENT EVENTS
  • 24. IMPACT OF FOREIGN CURRENCIES
  • 25. RESEARCH AND DEVELOPMENT
  • 26. SEASONAL NATURE OF THE BUSINESS
  • 27. STATUTORY AUDITORS REPORT

Preamble

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

TRANSACTIONS FOR THE FIRST MONTHS OF 2015

1. Dredging and environment segment

During the first half year 2015, DEME acquired :

  • ‐ A 100% stake in the newly created companies DEME Cyprus Ltd which is fully consolidated;
  • ‐ A 25% stake in the company Merkur Offshore GmbH which is integrated under the equity method;
  • ‐ Since May 13th 2015, an additional 50% stake in the company HGO InfraSea Solutions GmbH & Co increasing its stake from 50% to 100%. HGO InfraSea Solutions GmbH & Co is now fully consolidated.

2. Contracting segment

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.

Construction:

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%.

Multitechnics:

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.

3. Real estate segment

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.

4. PPP-Concessions segment

During the first six month of 2015, the stake of PPP Branch in Bizerte Cap 3000 SA was diluted from 25% to 20.01%.

TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2014

1. Dredging and environment segment

During the first half year 2014, DEME acquired :

  • ‐ A complementary stake in the company Fasiver, increasing its percentage of interests from 37.45% to 74.90%. Fasiver is therefore fully consolidated, and;
  • ‐ A 100% stake in the newly created company DEME Concessions Wind and DEME Concessions Infrastructure which are fully consolidated.

Finally, the entity Dalian Soil remediation owned by 50% by DEME was dissolved during the 1er semester 2014.

2. Contracting

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.

3. Real estate and associated services segment

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").

4. PPP-Concessions segment

None.

ACCOUNTING PRINCIPLES AND EVALUATION METHOD

    1. GENERAL POLICIES
  • IFRS AS ADOPTED BY THE EUROPEAN UNION

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

  • Improvements to IFRS (2011-2013) (applicable to yearly periods after January 1st 2015)
  • IFRIC 21 Levies (applicable to yearly periods after June 17th 2014)

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:

  • IFRS 9 Financial Instruments and related amendments (applicable to yearly periods after January 1st 2018, not yet adopted at European level)
  • IFRS 14 Regulatory Deferral accounts (applicable to yearly periods after January 1st 2016, not yet adopted at European level)
  • IFRS 15 Revenues from contracts with customers (applicable to yearly periods after January 1st 2017, not yet adopted at European level)
  • Improvements to IFRS (2010-2012) (applicable to yearly periods after February 1st 2015)
  • Improvements to IFRS (2012-2014) (applicable to periods after January 1st 2016, not yet adopted at European level)
  • Amendments to IFRS 10, IFRS 12 and IAS 28 Investments in associates and joint ventures: Application of consolidation exception (applicable to yearly periods after January 1st 2016, not yet adopted at European level)
  • Amendments to IFRS 10 and IAS 28 Sale or contribution of assets between an investor and its associate and joint venture (applicable to yearly periods after January 1st 2016, not yet adopted at European level)
  • Amendments to IFRS 11 Joint arrangements Accounting for acquisition of interests in joint operations (applicable to yearly periods after January 1st 2016, not yet adopted at European level)
  • Amendments to IAS 1 Presentation of Financial Statements Disclosure initiative (applicable to yearly periods after January 1st 2016, not yet adopted at European level)
  • Amendments to IAS 16 and IAS 38 Tangible and intangible assets Clarification of acceptable methods of depreciation and amortisation (applicable to yearly periods after January 1st 2016, not yet adopted at European level)
  • Amendments to IAS 19 Employee benefits Employees contributions (applicable to yearly periods after February 1st 2015)
  • Amendments to IAS 27 Separate financial statements Equity method (applicable to yearly periods after January 1st 2016, not yet adopted at European level)

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.

2. CONSOLIDATION METHODS

2.1. SCOPE OF CONSOLIDATION

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.

Evolution of the consolidation scope

Number of entities June 2015 December 2014
Full consolidation
Equity method
172
113
164
110
Total 285 274

2.2. INTRAGROUP TRANSACTIONS

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:

  • ‐ for the full amount if the transaction is between two controlled subsidiaries;
  • ‐ applying the percentage owned of a company accounted for under the equity method with respect to internal profits or losses between a fully consolidated company and a company accounted for under the equity method.

2.3. TRANSLATION OF THE FINANCIAL STATEMENTS OF FOREIGN COMPANIES AND ESTABLISHMENT.

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.

2.4. FOREIGN CURRENCIES TRANSACTIONS

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.

3. RULES AND EVALUATION METHODS

3.1. RECOURSE TO ESTIMATES

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:

  • the period over which non-current assets are depreciated or amortized;
  • the measurement of provisions and pension obligations;
  • the measurement of income or losses on construction contracts using the percentage of completion method;
  • estimates used in impairment tests;
  • the measurement of financial instruments at fair value;
  • the assessment of control;
  • the qualification of a company acquisition as a business combination or as an acquisition of assets; and
  • the qualification, when a partnership enters into force, of the Joint Arrangement into a joint venture or a joint operation.

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.

3.2. AMOUNTS RESTATED ACCORDING TO THE ACCOUNTING OF DEME ASSETS AND LIABILITIES AT FAIR VALUE FOLLOWING THE ACQUISITION OF AN ADDITIONAL 50% STAKE ON DECEMBER 24TH 2013

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:

CONDENSED CONSOLIDATED STATEMENT OF INCOME

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

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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)

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

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

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

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

4. SEGMENT REPORTING

4.1 CONDENSED CONSOLIDATED STATEMENT OF INCOME HIGHLIGHTS

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).

4.2. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

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

4.3. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

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.

4.4. OTHER INFORMATION

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

REVENUE BREAKDOWN GENERATED BY THE CONTRACTING DIVISION

(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

4.5. GEOGRAPHICAL SECTOR

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

5. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES

ACQUISITIONS AS OF JUNE 30, 2015

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.

DISPOSALS AS OF JUNE 30, 2015

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.

COMPREHENSIVE INCOME

6. REVENUE FROM AUXILIARY ACTIVITIES

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.

7. NET FINANCIAL INCOME/EXPENSE

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.

8. NON-CONTROLLING INTERESTS

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.

9. INCOME TAX

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.

STATEMENT OF FINANCIAL POSITION

10. PROPERTY, PLANT & EQUIPMENT

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).

11. INVESTMENTS IN ASSOCIATES AND JOINT VENTURE

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).

12. INVENTORIES

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

13. TRADE AND OTHER RECEIVABLES

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.

14. PROVISIONS OTHER THAN THOSE RELATING TO RETIREMENT BENEFIT OBLIGATIONS AND NON- CURRENT EMPLOYEE BENEFITS

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.

15. CONTINGENT ASSETS AND LIABILITIES

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.

16. FINANCIAL INSTRUMENTS

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.

17. NET FINANCIAL DEBT

17.1. THE NET FINANCIAL DEBT

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)

17.2. DEBT MATURITY SCHEDULE

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)

17.3. CREDIT FACILITIES AND LONG TERM BANK LOANS

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.

17.4. FINANCIAL COVENANTS

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.

18. FINANCIAL RISK MANAGEMENT

18.1. INTEREST RATE RISK

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 Total Type of debts Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate Bank loans and other financial debts 793 0.19% 4.92% 361,358 94.20% 0.07% 362,151 44.93% 0.08% Bonds 306,055 72.46% 4.34% 0 0.00% 0.00% 306,055 37.97% 4.34% Credit line used 0 0.00% 0.00% 20,000 5.21% 1.34% 20,000 2.48% 1.34% Loans related to finance lease 115,545 27.35% 1.60% 2,232 0.58% 3.75% 117,777 14.61% 1.64% Total 422,393 100% 3.59% 383,590 100% 0.16% 805,983 100% 1.96%

Effective average interest rate before considering derivative products

Effective average interest rate after considering floating derivative products

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%

18.2. LONG TERM FINANCIAL DEBTS BY CURRENCY

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

18.3. BOOK VALUE AND FAIR VALUE BY ACCOUNTING CATEGORY

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:

  • ‐ Fair value measurements of level 1 are based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • ‐ Fair value measurements of level 2 are based on inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (through prices) or indirectly (through input derived from prices);
  • ‐ Fair value measurements of level 3 are based on valuation techniques comprising inputs which are unobservable for the asset or liability.

The fair value of financial instruments have been determined using the following methods :

  • ‐ For short-term financial instrument, such as trade receivables and payables, the fair value is considered not to be significantly different from the carrying amount measured at amortised cost;
  • ‐ For floating rate liabilities, the fair value is considered not to be significantly different from the carrying amount measured at amortised cost;
  • ‐ For derivative financial instruments (foreign currency, interest rate or forecasted cash flows), the fair value is determined using valuation models discounting future cash flows based on futures interest rate curves, foreign currency curves or other forward prices;
  • ‐ For the other derivative instruments, the fair value is determined by discounting future estimated cash flows;
  • ‐ For the quoted bonds issued by CFE and DEME, the fair value is based on the quoted price at reporting date.
  • ‐ For fixed rate liabilities, the fair value is based on the discounted cash flows based on the market interests rates at the closing date.
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

19. OTHER COMMITMENTS GIVEN

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.

20. OTHER COMMITMENTS RECEIVED

(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

21. LITIGATION

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.

22. RELATED PARTIES

  • Ackermans & van Haaren (AvH) owns 15,289,521 shares of CFE at the end of June 2015, being therefore the main shareholder of the CFE group with a stake of 60.40%. CFE concluded a service contract with its main shareholder AvH. The yearly amount due by CFE related to this contract reaches 150 thousand euro.
  • Dredging Environmental and Marine Engineering NV concluded a service contract with Ackermans & van Haaren NV on November 26th 2001. The amounts related to this contracts due by Dredging Environmental and Marine Engineering NV, a 100% subsidiary of CFE, amount 1,126 thousand euro each year.
  • There were no transactions with the Managing Directors other than relating to remuneration, There are no transactions with Frédéric Claes SA or Artist Valley SA, without prejudice to the remuneration of executives representing these companies.
  • At June 30 2015, CFE has a joint control on Rent-A-Port NV and its subsidiaries.
  • The transactions with related parties concern mainly the operations with the entities in which CFE has a significant influence or a joint control. The transactions between related parties are executed at arm's length;
  • 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 trade transactions or financial transactions between the group and the joint ventures integrated under equity method are as follows:
(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

23. SUBSEQUENT EVENTS

None.

24. IMPACT OF FOREIGN CURRENCIES

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.

25. RESEARCH AND DEVELOPMENT

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.

26. SEASONAL NATURE OF THE BUSINESS

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.

27. STATUTORY AUDITORS REPORT

To the board of directors

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.

Report on the consolidated interim financial information

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.

Scope of 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.

Conclusion

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

The statutory auditor

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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