Annual Report • Apr 7, 2015
Annual Report
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On 24 December 2013, CFE acquired exclusive control of DEME. Consolidated figures relating to the income statement and cash flow statement for the financial year 2013 take into account only 50% of DEME's activity. However, data relating to the consolidated balance sheet at 31 December 2013 include DEME at 100%. The same is true of the order book at 31 December 2013.
| In € million | IFRS | ||||||
|---|---|---|---|---|---|---|---|
| 2010 | 2011 | 2012 | 2013 (published) |
2013 (*) Results of DEME at 50% |
Pro Forma 2013 DEME at 100% |
2014 DEME at 100% |
|
| Revenue | 1,774.4 | 1,793.8 | 1,898.3 | 2,267.3 | 984.9 | 3,346.1 | 3,510.5 |
| Operating result (EBIT) (1) | 99.1 | 84.9 | 81.2 | 67.2 | 16.3 | 166.4 | 240.5 |
| Profit before tax (1) | 85.2 | 69.2 | 52.5 | 28.0 | 13.6 | 110.2 | 224.8 |
| Net result part of the group (1) | 63.3 | 59.1 | 49.4 | 7.9 | 7.9 | 61.7 | 159.9 |
| Net result part of the group (2) | 63.3 | 59.1 | 49.4 | -81.2 | -81.2 | -27.4 | 159.9 |
| Gross self-financing (3) | 195.0 | 171.5 | 184.4 | 190.3 | -12.7 | 392.1 | 461.7 |
| EBITDA (4) | 197.3 | 181.6 | 199.1 | 213.2 | -9.8 | 460.9 | 479.5 |
| Equity part of the group (before distribution) |
466.1 | 501.7 | 524.6 | 1,193.2 | 1,193.2 | 1,193.2 | 1,313.6 |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and IFRS 11.
(1) Before items specific to the capital increase and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
(2) After items specific to the capital increase and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
(3) Gross self-financing margin: see consolidated cash-flow statement on page 67 of the consolidated financial report.
(4) EBITDA: EBIT + amortization and depreciation + other non-cash items (under IFRS)
The definition of EBITDA was changed as follows as from 2014 (including for restatement of the comparative figures of 2013): operating income on activities + amortization and depreciation + other non-cash items. As opposed to the operating income (EBIT), the operating income on activities does not include the earnings from associates and joint ventures.
| In € million | IFRS | ||||
|---|---|---|---|---|---|
| 2010 | 2011 (*) | 2012 (*) | 2013 (**) | 2014 | |
| Equity | 475.5 | 506.8 | 530.8 | 1,201.2 (DEME at 100%) |
1,320.9 |
| Net financial debt | 248.0 | 350.8 | 400.0 | 614.1 (DEME at 100%) |
188.1 |
| Investments in tangible and intangible assets | 223.3 | 217.6 | 205.9 | 117.1 | 187.5 |
| Depreciation and amortisation | 98.3 | 100.6 | 119.6 | 14.4 | 243.7 |
(*) Amounts restated resulting from the change in accounting method arising from the application of IAS 19 revised.
(**) Amounts restated in accordance with (i) changes in accounting methods following the implementation of IFRS 10 Consolidated financial statements and IFRS 11 Joint ventures, and (ii) the recognition at fair value of the identifiable assets and liabilities of DEME following the acquisition of an additional 50% stake in DEME on 24 December 2013.
| 2010 | 2011 | 2012 (1) | 2013 (published) |
2014 (3) | |
|---|---|---|---|---|---|
| Revenue | 10.7% | 1.1% | 5.8% | 19.4% | +4.9% |
| EBIT (2) | 8.4% | -14.2% | -4.4% | -17.2% | +44.5% |
| Net result part of the group (1) | 2.5% | -6.7% | -16.4% | -84.0% | +159.2% |
(1) Amounts restated resulting from the change in accounting method arising from the application of IAS 19 revised.
(2) Before items specific to the capital increase and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
(3) Compared to pro forma 2013.
| IFRS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2010 | 2011 | 2012 (*) | 2013 (pub lished) (**) |
2013 DEME 50% (**) |
2013 Pro Forma DEME 100% (**) |
2014 | |||
| EBIT / Revenue | 5.6% | 4.7% | 4.3% | 3.0% | 1.7% | 5.0% | 6.9% | ||
| EBIT / Cashflow | 50.7% | 49.5% | 44.1% | 35.3% | -128.3% | 42.4% | 52.1% | ||
| EBITDA / Revenue | 11.1% | 10.1% | 10.5% | 9.4% | -1.0% | 13.8% | 13.7% | ||
| Net result part of the group / equity part of the group |
13.6% | 11.8% | 9.4% | 0.7% | 0.7% | 5.2% | 12.2% | ||
| Net result part of the group / Revenue |
3.6% | 3.3% | 2.6% | 0.3% | 0.8% | 1.8% | 4.6% |
(*) Amounts restated resulting from the change in accounting method arising from the application of IAS 19 revised.
(**) Before items specific to the capital increase and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase, and restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
Evolution of the operating result (*) in € million
(*) Including results of associated companies and joint ventures.
(**) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and IFRS 11.
The Contracting division integrates the Construction, Multitechnics and Rail activities.
BEL20 CFE 100 90 80 70 60 50 40 30 20 10 0 5,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 31/12/13 31/01/14 28/02/14 31/03/14 30/04/14 30/05/14 30/06/14 31/07/14 29/08/14 30/09/14 31/10/14 28/11/14 31/12/14
Over the last five years
For the year 2014
| 2010 | 2011 | 2012 (*) | 2013 (**) | 2014 | |
|---|---|---|---|---|---|
| Number of shares at 31/12 | 13,092,260 | 13,092,260 | 13,092,260 | 25,314,482 | 25,314,482 |
| Operating result | 7.57 | 6.49 | 6.22 | N/A ** | 9.50 |
| Gross self-financing margin | 14.89 | 13.10 | 14.10 | N/A ** | 18.24 |
| Net result part of the group | 4.83 | 4.51 | 3.75 | N/A ** | 6.32 |
| Gross dividend | 1.25 | 1.15 | 1.15 | 1.15 | 2.00 |
| Net dividend | 0.9375 | 0.8625 | 0.8625 | 0.8625 | 1.50 |
| Equity part of the group | 35.6 | 38.3 | 40.07 | 47.1 | 52.18 |
(*) Amounts restated resulting from the change in accounting method arising from the application of IAS 19 revised.
(**) Not meaningful following the change in scope and items relating to the capital increase and the treatment of goodwill.
| 2010 | 2011 | 2012 | 2013 | 2014 | ||
|---|---|---|---|---|---|---|
| Lowest price | EUR | 32.10 | 35.03 | 36.25 | 41.00 | 62.80 |
| Highest price | EUR | 54.84 | 59.78 | 49.49 | 66.64 | 89.70 |
| Price at the close of the FY | EUR | 53.71 | 37.99 | 43.84 | 64.76 | 85.02 |
| Average volume per day | number of shares |
17,412 | 15,219 | 11,672 | 14,628 | 15,015 |
| Market capitalisation at 31/12 | Mio EUR | 703.19 | 497.40 | 573.96 | 1,639.40 | 2,152.20 |
At 31 December 2014, CFE's share capital consisted of 25,314,482 shares.
Since 1 January 2014, all of the Company's shares have been in registered or in electronic form.
On 1 January 2014, bearer shares that had not been registered in a securities account by 31 December 2013 were automatically converted into shares in electronic form and placed in a specific securities account held in CFE's name with Euroclear.
In accordance with regulations, all former bearer shares (automatically converted into shares in electronic form on 1 January 2014) whose owners do not come forward will be sold by CFE as part of a mandatory public sale to be organised in 2015.
Ownership of a CFE share entitles the owner to vote in CFE's general meeting of shareholders and automatically assumes approval of CFE's Articles of Association and the decisions of CFE's general meeting of shareholders.
The exercise of any right attached to bearer shares (automatically converted into shares in electronic form on 1 January 2014) has been suspended until a person who can validly prove ownership successfully requests that the shares be registered in his/her name in a securities account or in the company's share register.
The share register is kept in electronic form and in hard copy. The hard copy of the register is kept at CFE's head office. Management of the electronic registry has been entrusted to Euroclear Belgium (CIK SA).
Euroclear Belgium has been appointed as the settlement organisation.
The company has not issued any convertible bonds or warrants.
Banque Degroof has been designated as the Main Paying Agent.
The financial institutions with which holders of financial instruments may exercise their financial rights are: Banque Degroof. BNP Paribas Fortis and ING Belgique.
Financial Report 2014 9
| p. 11 | A. | Report on the financial statements for the financial year |
|---|---|---|
| p. 11 | 1. Key figures | |
| p. 12 | 2. Analysis by division | |
| p. 18 | 3. Overview of the results | |
| p. 23 | 4. Information on business trends | |
| p. 23 | 5. New organisation | |
| p. 23 | 6. Capital remuneration | |
| p. 24 | B. | Corporate governance statement |
| p. 24 | 1. Corporate governance | |
| p. 24 | 2. Composition of the Board of Directors | |
| p. 34 | 3. Operation of the Board of Directors and its committees | |
| p. 37 | 4. Shareholder base | |
| p. 38 | 5. Internal control | |
| p. 45 | 6. Assessment of measures taken by the company in response to the directive on insider trading and market manipulation |
|
| p. 45 | 7. Transactions and other contractual relationships between the company, including related companies, and directors and executive |
|
| managers | ||
| p. 45 | 8. Assistance agreement | |
| p. 45 | 9. Audit | |
| p. 47 | C. | Remuneration report |
| p. 47 | 1. Remuneration of the Board and committee members | |
| p. 48 | 2. CFE management | |
| p. 48 | 3. Remuneration of steering committee members | |
| p. 50 | 4. Termination benefits | |
| p. 50 | 5. Variable remuneration of steering committee members | |
| p. 50 | 6. Information about the right to claw back variable remuneration granted on the basis of incorrect financial information provided by steering committee members or the managing director |
|
| p. 51 | D. | Policy regarding insurance |
| p. 51 | E. | Special reports |
| p. 51 | F. | Public offer to purchase shares |
| p. 51 | G. | Acquisitions |
| p. 51 | H. Creation of branches | |
| p. 51 | I. | Post-balance sheet events |
| p. 51 | J. | Research and development |
| p. 51 | K. | Outlook |
| p. 51 | L. | Audit Committee |
| p. 51 | M. Notice of the general meeting of shareholders of 7 May 2015 | |
CFE's Board of Directors met on 26 February 2015 to finalize the financial statements for the year ended 31 December 2014, which will be submitted to the forthcoming general meeting of shareholders on 7 May 2015.
The financial statements for the 2014 financial year have been restated to take account of changes in accounting methods following the implementation of IFRS 10 and 11. Following that restatement, DEME's income statement was consolidated using the equity method at 31 December 2013, with CFE owning 50% of its dredging entity until 24 December 2013. For the sake of readability, a pro forma 2013 column shows the key figures of DEME's income statement at 100% for the 2013 financial year.
| In million € | 2014 | 2013 (1) | Pro Forma 2013 (1) |
Change 2014/2013 Pro Forma |
|---|---|---|---|---|
| DEME at 50% DEME at 100% | ||||
| Revenue | 3,510.5 | 984.9 | 3,346.1 | 4.9% |
| Self-financing capacity (EBITDA) | 479.5 | -9.8 | 460.9 | 4.0% |
| % of revenue | 13.7% | -1.00% | 13.80% | |
| Operating income on activities (2) | 220.4 | -35 | 241.2 | -8.6% |
| % of revenue | 6.3% | -3.60% | 7.2% | |
| Operating income (including earnings from associates and joint ventures) (2) |
240.5 | 16.3 | 166.4 | 44.5% |
| % of revenue | 6.9% | 1.7% | 5.0% | |
| Net result part of the group (2) | 159.9 | 7.9 | 61.7 | 159.2% |
| % of revenue | 4.6% | 0.8% | 1.8% | |
| Net result share of the group (3) | 159.9 | -81.2 | -27.4 | n.s. |
| Earnings per share (in €) | 6.32 | -3.21 | - | n.s. |
| Gross dividend per share (in €) | 2.00 | 1.15 | - | 73.9% |
| Order book at 31 December (4) | 3,565.8 | 4,387.9 | 4,387.9 | -18.7% |
(1) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(2) Before non-recurrent items incurred in 2013 by the treatment of the consolidation of the additional 50% stake in DEME arising from the contribution in kind.
(3) After non-recurrent items incurred in 2013 by the treatment of the consolidation of the additional 50% stake in DEME arising from the contribution in kind.
(4) Amounts also including the order book of equity accounted companies as of 1 January 2014 following the implementation of IFRS 10 and 11.
The amounts stated in this section relating to DEME are at 100%.
| In million € | 2014 | Change 2014/2013 |
|||||
|---|---|---|---|---|---|---|---|
| DEME | Restate ments (****) |
Total | DEME | Restate ments (****) |
Total | ||
| Revenue | 2,419.7 | - | 2,419.7 | 2,361.2 | - | 2,361.2 | +2.5% |
| EBITDA | 443.6 | 2.2 | 445.8 | 475.4 | -4.6 | 470.7 | -5.3% |
| Operating income (**) | 248.9 | -7.8 | 241.1 | 206.8 | -4.6 | 202.2 | +19.2% |
| Net result share of the group | 168.9 | 2.4 | 171.3 | 109.1 | -3.2 | 105.9 | +61.8% |
| Investments | 165.4 | - | 165.4 | 98.8 | - | 98.8 | +67.4% |
| Net financial debt | 126.8 | 7.3 | 134.1 | 533.5 | 9.0 | 542.5 | -75.3% |
| Order book (***) | 2,420.0 | - | 2,420.0 | 3,049.0 | - | 3,049.0 | -20.6% |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(**) Including results of associated companies and joint ventures.
(***)Amounts also including the order book of equity accounted companies as of 1 January 2014 following the implementation of IFRS 10 and 11. (****) See comments on page 14.
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) |
2014 | 2013 | Change 2014/2013 |
|---|---|---|---|
| Revenue | 2,586.9 | 2,531.6 | +2.2% |
| EBITDA | 501.5 | 437.8 | +14.6% |
| Operating income on activities | 259.1 | 216.5 | +19.7% |
| Net result share of the group | 168.9 | 109.1 | +54.8% |
| Net financial debt | 212.8 | 711.3 | -70.1% |
DEME's revenue amounted to € 2,419.7 million, i.e. up 2.5% on the previous year. According to the economic approach, the revenue would have amounted to € 2,586.9 million (+ 2.2%).
While the first phase of the dredging works in Yamal were successfully completed in October 2014, the Wheatstone and New Doha Port projects are progressing steadily and are due to finish at the beginning of the 2015 financial year.
In Egypt, DEME started work on widening and deepening the Suez Canal. Activity in the rest of Africa was also particularly buoyant with several projects in progress, more particularly in Ghana and Nigeria.
In the field of renewable energy, GeoSea continued to work on numerous projects, including the installation of 80 wind turbines in the Baltic Sea.
| In % | 2014 | 2013 |
|---|---|---|
| Capital dredging | 55% | 50% |
| Maintenance dredging | 11% | 11% |
| Fallpipe and landfalls | 9% | 9% |
| Environment | 7% | 7% |
| Marine works | 18% | 23% |
| Total | 2,587 | 2,532 |
| In % | 2014 | 2013 |
|---|---|---|
| Europe (EU) | 34% | 43% |
| Europe (non EU) | 7% | 2% |
| Africa | 14% | 9% |
| Americas | 6% | 5% |
| Asia-Pacific | 30% | 31% |
| Middle East | 8% | 8% |
| India and Pakistan | 1% | 2% |
| Total | 2,587 | 2,532 |
EBITDA in 2014 amounted to € 443.6 million, compared to € 475.4 million in 2013. According to the economic approach, EBITDA would have been up 14.6%, reaching € 501.5 million, or 19.4% of economic revenue.
Operating income soared to € 248.9 million, compared to € 206.8 million in 2013.
The contraction of DEME's order book was expected due to the very high level of activity in Australia and Qatar. Nevertheless, DEME won several major contracts during the year, such as in Russia (Yamal), Egypt (Suez Canal), South America, as well as offshore wind projects.
DEME also won around € 1.6 billion worth of new orders in the first two months of 2015 (not included in the order book as of
31 December 2014). Those contracts are primarily for phase 1 of the Tuas terminal in Singapore, maintenance dredging of the Scheldt river in Belgium, extension of the EKO Atlantic peninsula in Nigeria, and several contracts in India and La Réunion.
Investments in 2014 amounted to € 165.4 million. Apart from capitalized expenses connected with major ship repairs and maintenance (according to IAS 16), this amount includes the conversion of an operating lease into a finance lease for one of the vessels.
In the second half of 2014, GeoSea concluded an agreement with the German company Hochtief for the acquisition of its offshore assets. The transaction, which is to be finalized in the first half of 2015, will give GeoSea 100% ownership of Innovation I, one of the biggest jack-up vessels in the world. GeoSea has also undertaken to take over certain commitments relating to staff and
other assets. Those commitments will have only a limited impact on DEME's balance sheet.
DEME also decided to invest in two new green vessels for the offshore energy market, which will be operational in 2017. The Living Stone is a multipurpose vessel that will be used for deep-sea rock dumping and for laying submarine cables.
The second investment is a self-propelled jack-up vessel (Apollo), which will join the GeoSea fleet for the installation of offshore wind turbines and for contracts for the oil and gas industry, such as the decommissioning of oil platforms.
No disbursements were made in 2014 for the Living Stone, the Apollo or the acquisition of the offshore assets of Hochtief.
Other investments are currently being investigated.
It should also be pointed out that DEME continues to invest, while at the same time selling off older vessels.
The substantial decrease in working capital requirement, coupled with a high operating cash flow, allowed to reduce the net financial debt (€ 126.8 million compared to € 533.5 million at year-end 2013). According to the economic approach, DEME's
net financial debt would have stood at € 212.8 million, or € 498.5 million down on year-end 2013. However, bearing in mind the investments decided in 2014, DEME's net financial debt will be higher at year-end 2015.
DEME's net income (group share) of € 168.9 million was adjusted by € 2.4 million in CFE's consolidated accounts. This adjustment primarily concerns:
CFE's Board of Directors decided to set up a Contracting division, which contains the construction, multitechnics and rail activities.
| In million € | 2014 | 2013 | Change 2014/2013 |
|---|---|---|---|
| Revenue | 1,073.3 | 971.0 | +10.5% |
| Operating income (**) | -7.5 | -29.5 | +74.6% |
| Net result share of the group | -14.5 | -37.7 | +61.5% |
| Order book (***) | 1,127.2 | 1,310.3 | -14.0% |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(**) Including results of associated companies and joint ventures.
(***)Amounts also including the order book of equity accounted companies as of 1 January 2014 following the implementation of IFRS 10 and 11.
| In million € | 2014 | 2013 (*) | Change in % |
|---|---|---|---|
| Construction | 805.3 | 705.4 | +14.2% |
| Civil Engineering | 116.3 | 137.2 | -15.2% |
| Buildings, Benelux | 523.1 | 442.5 | +18.2% |
| Buildings, International | 165.9 | 125.7 | +32.0% |
| Multitechnics and Rail Infra | 268.0 | 265.6 | +0.9% |
| Total Contracting | 1,073.3 | 971.0 | +10.5% |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
Revenue saw a marked increase in 2014. However, performance varied within the division:
The division's operating income (€-7.5 million compared to €-29.5 million in 2013) made a substantial recovery, but is still negative.
The loss resulted from:
Nevertheless, buoyed by VMA, Engema and Stevens, the Multitechnics & Rail Infra activity turned back to profit despite the reorganization of two loss-making subsidiaries.
Concerning the Antwerp ring road project (Oosterweel), the Flemish Region eventually decided not to award the contract for the Left Bank and the tunnel under the Scheldt to Noriant. In line with that decision, Noriant was paid a lump-sum indemnity of € 42.3 million in February 2015.
On 25 February 2015, CFE sold its interest in Aannemingen Van Wellen NV to ASWEBO, the road construction subsidiary of the Willemen Group. Prior to this sale, the Building division of Aannemingen Van Wellen was transferred to a subsidiary of the group and has been operating in Flanders since 1 December 2014 under the name 'Atro Bouw'.
The capital gain, estimated at around € 10 million, will be recognized during the first half of 2015.
| In million € | 31 December 2014 |
31 December 2013 |
Change in % |
|---|---|---|---|
| Construction | 945.3 | 1,077.4 | -12.3% |
| Civil Engineering | 169.3 | 200.6 | -15.6% |
| Buildings, Benelux | 651.0 | 640.0 | +1.7% |
| Buildings, International | 125.1 | 236.8 | -47.2% |
| Multitechnics and Rail Infra | 181.8 | 232.9 | -21.9% |
| Total Contracting | 1,127.2 | 1,310.3 | -14.0% |
The main trends observed are as follows:
| In million € | 2014 | 2013 (*) | Change 2014/2013 |
|---|---|---|---|
| Revenue | 45.6 | 18.8 | +142.6% |
| Operating income (including earnings from associates and joint ventures) | 7.1 | 3.7 | +91.9% |
| Net result share of the group | 4.3 | 1.8 | +138.9% |
| In million € | 31 December 2014 |
31 December 2013 (*) |
|---|---|---|
| Properties being marketed | 16 | 18 |
| Properties under construction | 57 | 61 |
| Properties in development | 61 | 77 |
| Total | 134 | 156 |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
The sale of the office building in the Belview project and the on going sales of the residential projects Belview and Oosteroever in Belgium, Greenhill and Edengreen in Luxembourg, and Ocean's Four and Wola in Poland led to a reduction in the real estate portfolio.
In Poland, BPI acquired a first position in Wroclaw city centre for the development of a residential and retail project.
2014 was also marked by the start of the marketing of the Ernest project in Ixelles and by the granting of allotment permits for two major projects (Erasmus Gardens in Anderlecht and phase 2 of Les Hauts Prés in Uccle).
In July 2014, CFE and its partners announced the sale of the Luxembourg project 'Galerie Kons' to an institutional investor. The transfer has no impact on the 2014 income statement as it is conditional upon the delivery of the building, scheduled for 2016.
Despite the recognition of an impairment on a position in the Grand Duchy of Luxembourg, the net income (group share) was up 138.9% on the previous year.
| In million € | 2014 | 2013 (*) | Change 2014/2013 |
|---|---|---|---|
| Revenue | 0.8 | 0.7 | +14.3% |
| Operating income (including earnings from associates and joint ventures) | 2.5 | 0.7 | +257.1% |
| Net result share of the group | 2.2 | 0.9 | +144.4% |
| Order book | 2.6 | 0.0 | - |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
The operating income of this division has grown as a result of the good performance of Rent-A-Port, which is continuing to develop its activities in Vietnam by securing, together with its partners, several extensions of the concession in the port area of Dinh Vu.
In the Benelux area, the four DBFM projects in portfolio have now entered the maintenance phase and are making a positive contribution to the division's results. The stake which CFE held in the Turnhout car park was sold to our partner at year-end 2014.
Several projects are under study, such as the Renaix ring road in Belgium and the Ijmuiden lock in the Netherlands.
| Year ended 31 December | 2014 | 2013 (*) |
|---|---|---|
| (in thousands €) | (DEME at 100%) | (DEME at 50%) |
| Revenue | 3,510,548 | 984,883 |
| Revenue from auxiliary activities | 80,518 | 71,641 |
| Purchases | -2,093,355 | -739,730 |
| Wages, salaries & social charges | -583,211 | -209,278 |
| Other operating charges | -449,834 | -124,327 |
| Depreciations | -243,746 | -14,439 |
| Business combination - acquisition DEME | - | 111,624 |
| Goodwill Impairment - DEME | - | -207,411 |
| Goodwill Impairment - Others | -521 | -3,795 |
| Operating income on activities | 220,399 | -130,832 |
| Earnings from associates and joint ventures | 20,124 | 51,356 |
| Operating income | 240,523 | -79,476 |
| Gross financial cost | -31,909 | -143 |
| Other financial expenses and income | 16,156 | -2,551 |
| Financial result | -15,753 | -2,694 |
| Result before taxes | 224,770 | -82,170 |
| Income tax expense | -65,249 | -5,793 |
| Result of the year | 159,521 | -87,963 |
| Non-controlling interests | 357 | 6,728 |
| Result – share of the group | 159,878 | -81,235 |
| Year ended 31 December (in thousands €) |
2014 (DEME at 100%) |
2013 (*) (DEME at 50%) |
| Result of the year | 159,521 | -87,963 |
| Financial instruments – change in fair values | -8,750 | 10,397 |
| Currency translation differences | -2,126 | -3,590 |
| Deferred taxes | 2,974 | -3,534 |
| Acquisition DEME – reserves to be reclassified | 0 | 7,902 |
| Other elements of the comprehensive income to be reclassified to profit or loss in subsequent period |
-7,902 | 11,175 |
| Remeasurement on defined benefit plans | -2,676 | -3,538 |
|---|---|---|
| Other elements of the comprehensive income not to be reclassified to profit or loss in subsequent period |
-2,676 | -3,538 |
| Total elements of the comprehensive income directly accounted in equity | -10,578 | 7,637 |
| Comprehensive income | 148,943 | -80,326 |
| - attributable to the group | 149,586 | -73,544 |
| - attributable to non-controlling interests | -643 | -6,782 |
| Net result per share (€) (basic and diluted) | 6.32 | -3.21 |
| Comprehensive income per share (€) (basic and diluted) | 5.91 | -2.91 |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
| Year ended 31 December (in thousands €) |
2014 (DEME at 100%) |
2013 (*) (DEME at 100%) |
|---|---|---|
| Intangible assets | 98,491 | 105,500 |
| Goodwill | 177,082 | 177,003 |
| Property, plant and equipment | 1,503,275 | 1,563,351 |
| Property investments | 0 | 0 |
| Associates and joint ventures | 159,290 | 155,877 |
| Other non-current financial assets | 109,341 | 115,396 |
| Non-current derivative instruments | 674 | 612 |
| Other non-current assets | 20,006 | 10,725 |
| Deferred tax assets | 115,322 | 120,428 |
| Total non-current assets | 2,183,481 | 2,248,892 |
| Inventories | 105,278 | 116,012 |
| Trade receivables and other operating receivables | 1,082,504 | 1,106,034 |
| Other current assets | 104,554 | 100,781 |
| Current derivative instruments | 0 | 0 |
| Current financial assets | 4,687 | 6,447 |
| Assets held for sale | 31,447 | 0 |
| Cash and cash equivalents | 703,501 | 437,334 |
| Total current assets | 2,031,971 | 1,766,608 |
| Total assets | 4,215,452 | 4,015,500 |
| Year ended 31 December (in thousands €) |
2014 (DEME at 100%) |
2013 (*) (DEME at 100%) |
|---|---|---|
| Issued capital | 41,330 | 41,330 |
| Share premium | 800,008 | 800,008 |
| Retained earnings | 488,890 | 358,124 |
| Defined benefits plans | -8,350 | -5,782 |
| Consolidated reserves and reserve related to hedging instruments | -6,127 | -351 |
| Translation differences | -2,124 | -176 |
| Equity – part of the group CFE | 1,313,627 | 1,193,153 |
| Non-controlling interests | 7,238 | 8,064 |
| Equity | 1,320,865 | 1,201,217 |
| Pensions and employee benefits | 41,806 | 40,543 |
| Provisions | 40,676 | 25,655 |
| Other non-current liabilities | 80,665 | 92,898 |
| Bond | 306,895 | 208,621 |
| Financial debts | 378,065 | 496,654 |
| Non-current derivative instruments | 12,922 | 16,352 |
| Deferred tax liabilities | 139,039 | 144,505 |
| Total non-current liabilities | 1,000,068 | 1,025,228 |
| Provisions for other current risks | 48,447 | 48,181 |
| Trade payables & other operating liabilities | 1,099.309 | 983,806 |
| Tax liability due for payment | 80,264 | 65,855 |
| Current financial debts | 206,671 | 346,118 |
| Current derivative instruments | 24,948 | 16,499 |
| Liabilities held for sale | 19,164 | 0 |
| Other current liabilities | 415,716 | 328,596 |
| Total current liabilities | 1,894,519 | 1,789,055 |
| Total equity and liabilities | 4,215,452 | 4,015,500 |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11, and restated following the allocation of goodwill arising from the acquisition of an additional 50% stake in DEME, in pursuance of IFRS 3 – Business combinations.
CFE's financial structure was further strengthened in 2014, with equity after payment of the dividend for the 2013 financial year (€ 29.1 million) amounting to € 1,320.9 million compared to € 1,201.2 million at year-end 2013.
The net financial debt(*) amounted to € 188.1 million at 31 December 2014 or, on a like-for-like basis, down € 426 million on 31 December 2013. This debt breaks down into a longterm debt of € 685 million and a positive net cash position of € 497 million.
CFE has, for its part, confirmed medium-term credit facilities for its general financing needs totalling € 125 million, of which € 65 million had not been drawn down at year-end 2014. Both CFE and DEME are in compliance with the 'banking covenants'.
(*) Net financial debt does not include the fair value of derivative instruments which at 31 December 2014 amounted to a liability of € 37.2 million.
| Year ended 31 December (in thousands €) |
2014 (DEME at 100%) |
2013 (*) (DEME at 50%) |
|---|---|---|
| Cash flows relating to operating activities | 606,725 | -104 |
| Cash flows relating to investing activities | -163,607 | -18,360 |
| Cash flows relating to the acquisition of DEME | 0 | 317,911 |
| Cash flows relating to financing activities | 177,548 | -6,420 |
| Net increase/decrease in cash position | 265,570 | 293,027 |
| Shareholders' equity (excluding non-controlling interests) at start of period | 1,193,153 | 524,612 |
| Shareholders' equity (excluding non-controlling interests) at end of period | 1,313,627 | 1,193,153 |
| Net result share of the group for the period | 159,878 | 7,929 (**) |
| ROE | 13.4% | 1.5% (***) |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(**) Net income (group share) before items specific to the capital increase of 2013 and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
(***)ROE based on net income (group share) before items specific to the capital increase of 2013 and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
| (in thousands €) | Share capital |
Share premium |
Retained earnings |
Defined benefits plans |
Reserves related to hedging instru ments |
Trans lation differences |
Equity at tributable to owners of the parent |
Equity attribut able to non-con trolling 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 |
159,878 | (2,568) | (5,776) | (1,948) | 149,586 | (643) | 148,943 | ||
| Dividends paid to shareholders |
(29,112) | (29,112) | (29,112) | ||||||
| Dividends paid to non-controlling interests |
(2,329) | (2,329) | |||||||
| Change in consolidation scope |
2,146 | 2,146 | |||||||
| December 2014 | 41,330 | 800,008 | 488,890 | (8,350) | (6,127) | (2,124) | 1,313,627 | 7,238 | 1,320,865 |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
| 31 December 2014 | 31 December 2013 (*) | |
|---|---|---|
| Total number of shares | 25,314,482 | 25,314,482 |
| Operating result after deduction of the net financial charges per share | 8.88 | 0.54 (**) |
| Net result part of the group per share | 6.32 | -3.21 (***) |
(*) Amounts restated in accordance with changes in accounting methods following the implementation of IFRS 10 and 11.
(**) Amounts before items specific to the capital increase and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
(***)Amounts after items specific to the capital increase and the treatment of goodwill arising from the consolidation of the additional 50% stake in DEME arising from the contribution in kind and capital increase.
| (in thousands €) | 2014 | 2013 |
|---|---|---|
| Turnover and other income | 376,996 | 381,040 |
| Operational result | 505 | -32,389 |
| Net financial result | 47,561 | 16,974 |
| Current result | 48,066 | -15,415 |
| Exceptional revenues | 4 | 124 |
| Exceptional costs | -11,131 | -9,376 |
| Result before taxes | 36,939 | -24,667 |
| Taxes | 113 | -33 |
| Result of the year | 37,052 | -24,700 |
| (in thousands €) | 31 December 2014 | 31 December 2013 |
|---|---|---|
| Assets | ||
| Fixed assets | 1,408,686 | 1,403,091 |
| Current assets | 330,753 | 289,147 |
| Total assets | 1,739,439 | 1,692,238 |
| (in thousands €) | 31 December 2014 | 31 December 2013 |
| Equity and liabilities | ||
| Equity | 1,129,891 | 1,148,532 |
| Provisions and deferred taxes | 61,553 | 54,738 |
| Non-current liabilities | 113,439 | 308 |
| Current liabilities | 434,556 | 488,660 |
| Total equity and liabilities | 1,739,439 | 1,692,238 |
The outlook remains favourable for the Dredging and Environment division, while recovery of the Contracting activities is expected to continue in 2015.
CFE's Board of Directors has decided to set up a Contracting division, which will contain all the construction, multitechnics and rail activities. A similar restructuring process will be undertaken for the real estate development activities, which will be headed by BPI.
CFE's Board of Directors has also decided, in agreement with Renaud Bentégeat, to appoint Piet Dejonghe as second managing director.
Renaud Bentégeat, who will continue to represent CFE in all external relations, will oversee DEME, Rent-A-Port and the real estate development activities, and will head the operations of CFE International in Central Europe, Africa and Sri Lanka.
Piet Dejonghe will be in charge of the Contracting division. In that capacity, he will take charge of several cross-divisional projects aimed at improving the operational excellence of the Contracting activities.
At the general meeting of shareholders on 7 May 2015, CFE's Board of Directors will propose a gross dividend of € 2.00 per share, representing a net dividend of € 1.50, or a total distribution of € 50,628,964.
The Company has adopted the Belgian Corporate Governance Code (2009) as its reference code.
CFE's corporate governance charter, established on the basis of the reference code, may be consulted on the Company's website (www.cfe.be).
The corporate governance charter was modified on 26 February 2015 in order to:
• reduce the number of divisions from 6 to 4, namely Dredging and Environment, Contracting, Real Estate and PPP-Concessions,
CFE's approach to corporate governance goes beyond compliance with the Code, taking the view that it is essential to base the conduct of its activities on an ethical approach to behaviour and decision-making and a strongly embedded corporate governance culture.
As at 31 December 2014, CFE's Board of Directors consisted of 13 members, whose terms of office began on the dates listed below and will expire immediately after the general meetings of shareholders in the years listed below:
| Entrée en fonction | Expiration mandat | |
|---|---|---|
| C.G.O. SA, represented by Philippe Delaunois (*) | 06.05.2010 | 2016 |
| Renaud Bentégeat (**) | 18.09.2003 | 2017 |
| Piet Dejonghe (***) | 24.12.2013 | 2017 |
| Luc Bertrand | 24.12.2013 | 2017 |
| John-Eric Bertrand | 24.12.2013 | 2017 |
| Jan Suykens | 24.12.2013 | 2017 |
| Koen Janssen | 24.12.2013 | 2017 |
| Alain Bernard | 24.12.2013 | 2017 |
| Philippe Delusinne | 07.05.2009 | 2016 |
| Christian Labeyrie | 06.03.2002 | 2016 |
| Consuco SA, represented by Alfred Bouckaert | 06.05.2010 | 2016 |
| Ciska Servais SPRL, represented by Ciska Servais | 03.05.2007 | 2015 |
| Jan Steyaert | 07.05.2009 | 2016 |
(*) Philippe Delaunois was a member of CFE's Board of Directors in a personal capacity from 5 May 1994 to 6 May 2010
(**) Managing director responsible for day-to-day operations
(***)Second managing director responsible for day-to-day operations as of
15 January 2015
The table below summarizes the mandates and duties of the 13 Board members as at 31 December 2014.
| C.G.O. SA, represented by Philippe Delaunois |
Chairman of the Board of Directors Director |
|---|---|
| CFE, Avenue Herrmann-Debroux, 40-42 B-1160 Brussels |
Philippe Delaunois was born in 1941. He has degrees in civil engineering and metallurgy from Mons Polytechnic University and in commercial engineering from Mons State University. He is also a graduate of Harvard Business School. He spent most of his career in the steel industry, and until 1999 was managing director and general manager of Cockerill-Sambre. He is an Officer of the Order of Leopold (Belgium) and Chevalier of the Légion d'Honneur (France), and won a Manager of the Year award in 1989. He was chairman of the Union Wallonne des Entreprises (Walloon Business Association) from 1990 to 1993, and has been honorary consul of Austria for Hainaut and Namur since 1990. Corporate offices: a- Listed companies: Director of SABCA b- Non-listed companies: |
| Director of Intégrale, mutual pension insurance company Director of CLi |
|
| Director of CLE Director of DEME Director of ETEC Director of Grottes de Han Director of Nethys Director of G-TEC c- Associations: Director of Europalia ASBL Director of Ordre de Léopold ASBL Director of Chapelle Musicale Reine Elisabeth |
CFE,
40-42
Avenue Herrmann-Debroux, B-1160 Brussels
Renaud Bentégeat was born in 1953 and holds a bachelor's degree in public law, a Master's degree (DEA) in public law, a Master's degree (DEA) in political analysis and a diploma from the Political Studies Institute of Bordeaux. He began his career in 1978 at Campenon Bernard. He was then successively appointed head of the legal department, director of communication, administrative director and secretary-general responsible for legal services, communication, administration and human resources for Compagnie Générale de Bâtiment et de Construction (CBC). From 1998 to 2000, he was director of building for the Greater Paris region at Campenon Bernard SGE, before being promoted to deputy general manager of VINCI Construction in Central Europe, and managing director of Bâtiments et Ponts Construction and Bâtipont Immobilier in Belgium. He has been managing director of CFE since 2003.
Renaud Bentégeat is an Officer of the Order of Leopold (Belgium), and Chevalier of the Légion d'Honneur and Chevalier of the Ordre National du Mérite (France).
a- Listed companies: Managing Director of CFE b- Non-listed companies: Director of Amatro Director of Bavière Developpement Director of Bizerte CAP 3000 Director of CFE BBW Director of CLi Director of IFC Director of CFE Polska Director of CIW Director of CLE Director of CM Director of DEME Director of Rent-A-Port Director of RAP-Energy Director of Promotion Léopold Director of SFE Director of Sogech Member of the Supervisory Board of CFE Hungary c- Associations: President of the Chambre Française de Commerce et d'Industrie de Belgique (French Chamber of Commerce and Industry of Belgium) Director of the Association des Entrepreneurs Belges de Grands Travaux (ADEB-VBA) (Association of Belgian Construction Contractors) Foreign Trade Adviser for France Director of UCCIFE (Union of French Chambers of Commerce and Industry)
| Piet Dejonghe | Managing Director as of 15 January 2015 | ||||
|---|---|---|---|---|---|
| Ackermans & van Haaren Begijnenvest, 113 |
Piet Dejonghe was born in 1966 and has a degree in law (KU Leuven, 1989), a postgraduate degree in business management (KU Leuven, 1990) and an MBA from INSEAD (1993). Before joining |
||||
| B- 2000 Antwerp | Ackermans & van Haaren in 1995, he worked as a lawyer at Loeff Claeys Verbeke and as a consultant at Boston Consulting Group. |
||||
| Corporate offices: | |||||
| a- Listed companies: | |||||
| Member of the Executive Committee, Ackermans & van Haaren | |||||
| Director of Groupe Flo | |||||
| b- Non-listed companies: | |||||
| Chairman of the Board of Directors, Distriplus | |||||
| Chairman of the Board of Directors, Trasys Group | |||||
| Director of Delen Private Bank | |||||
| Director of Bank J.Van Breda & C° | |||||
| Director of Groupe Financière Duval | |||||
| Director of Brinvest | |||||
| Director of Delen Private Bank Luxembourg | |||||
| Director of Financière Flo | |||||
| Director of Profimolux | |||||
| Director of Sofinim | |||||
| Director of GB-INNO-BM | |||||
| Director of Ligno Power | |||||
| Director of GIB Corporate Services | |||||
| Director of Baloise Belgium | |||||
| Director of Holding Groupe Duval |
c- Associations:
Vice-Chairman of SOS-Villages d'Enfants Belgique
Ackermans & van Haaren Begijnenvest, 113 B- 2000 Antwerp
Member of the Nomination and Remuneration Committee
Luc Bertrand was born in 1951 and in 1974 obtained a commercial engineering degree from KU Leuven. He started his career at Bankers Trust, where he worked as Vice-President and Regional Sales Manager, Northern Europe. In 1985, he was appointed director of Ackermans & van Haaren and has worked at Ackermans & van Haaren since 1986.
Corporate offices:
a- Listed companies: Director and Chairman of the Executive Committee, Ackermans & van Haaren Chairman of the Board of Directors, Leasinvest Real Estate Director of Atenor Group Director of Groupe Flo Director of Sipef Director of Schroders b- Non-listed companies: Chairman of the Board of Directors, DEME Chairman of the Board of Directors, Dredging International Chairman of the Board of Directors, Finaxis Chairman of the Board of Directors, Sofinim Chairman of the Board of Directors, Egemin International Chairman of the Board of Directors, Tour & Taxis (Kon. Pakhuis, Openb. Pakhuis, Parking) Chairman of the Board of Directors, Van Laere Director of AvH Coordination Center Director of Anfima Director of Axe Investments Director of Baarbeek Director of Bank J.Van Breda & C° Director of Belfimas Director of BOS Director of Brinvest Director of Delen Investments CVA Director of Delen Private Bank Director of DEME Coordination Center Director of Extensa Group Director of Groupe Financière Duval Director of Holding Groupe Duval (FR) Director of JM Finn & Co (UK) Director of Leasinvest Immo Lux Sicav Director of Manuchar Director of Profimolux Director of Rent-A-Port Director of RAP-Energy Director of Scaldis Invest Director of Tour & Taxis (Projet T&T) Director of ING Belgium c- Associations: Chairman of Middelheim Promotors Member of the Board of Directors, KU Leuven Member of the Board of Directors, Institut de Duve Member of the Board of Directors, Institut de Médecine Tropicale Member of the Board of Directors, Musée Mayer van den Bergh Chairman of Guberna (Belgian Governance Institute) Vice-Chairman of VOKA Member of the Board of Directors, INSEAD Belgique Member of the Board of Directors, Vlerick Leuven Gent School Member of the Board of Directors, VKW Synergia
| John-Eric Bertrand | Director | ||
|---|---|---|---|
| Ackermans & van Haaren Begijnenvest, 113 B- 2000 Antwerp |
John-Eric Bertrand was born in 1977 and has a degree in commercial engineering (UCL 2001, magna cum laude), a Master's degree in International Management (CEMS, 2002), and an MBA from INSEAD (2006). Before joining Ackermans & van Haaren, John-Eric Bertrand worked as a senior auditor at Deloitte and as a senior consultant at Roland Berger Strategy Consultants. He has |
||
| Member of the Audit | been investment manager at Ackermans & van Haaren since 1 September 2008. | ||
| Committee as of 15 January 2015 |
Corporate offices: a- Listed companies: Director of Sagar Cements b- Non-listed companies: Director of Alfa Park Director of Egemin International Director of Egemin Director of Oriental Quarries & Mines Director of Van Laere Director of Bracht, Deckers & Mackelbert (BDM) Director of Assurances Continentales (Asco) Director of Holding Groupe Duval Director of AvH Resources India Director of Groupe Thiran Director of Telemond Holding Director of Henschel Engineering Director of Telehold Member of the Investment Committee of Inventures c- Associations |
||
| Director of Belgian Finance Club | |||
| Jan Suykens | Director | ||
| Ackermans & van Haaren Begijnenvest, 113 B- 2000 Antwerp |
Jan Suykens was born in 1960 and has a degree in applied economics (UFSIA, 1982) and an MBA from Columbia University (1984). He worked for several years in corporate and investment banking at Générale de Banque before joining Ackermans & van Haaren in 1990. |
||
| Corporate offices: | |||
| a- Listed companies: | |||
| Member of the Executive Committee, Ackermans & van Haaren | |||
| Director of Leasinvest Real Estate | |||
| b- Non-listed companies: | |||
| Chairman of the Board of Directors, Anima Care | |||
| Chairman of the Board of Directors, Bank J.Van Breda & C° | |||
| Vice-Chairman of the Board of Directors, Delen Private Bank | |||
| Director of Delen Private Bank Luxembourg | |||
| Director of Corelio | |||
| Director of DEME | |||
| Director of Extensa Group Director of Van Laere |
|||
| Director of AvH Coordination Center | |||
| Director of Anfima | |||
| Director of T&T Koninklijk Pakhuis | |||
| Director of T&T Parking | |||
| Director of T&T Openbaar Pakhuis | |||
| Director of Profimolux | |||
| Director of Sofinim | |||
| Director of Leasinvest Immo Lux | |||
| Director of Mediacore | |||
| Director of JM Finn & Co (UK) | |||
| Director of Project TT | |||
| Director of ABK Bank Director of Extensa |
| Koen Janssen | Director | |
|---|---|---|
| Ackermans & van Haaren Begijnenvest, 113 B- 2000 Antwerp |
Koen Janssen was born in 1970 and has a degree in civil engineering and electromechanics (KU Leuven, 1993), along with an MBA from IEFSI (France, 1994). He worked for Recticel, ING Investment Banking and ING Private Equity before joining Ackermans & van Haaren in 2001. |
|
| Corporate offices: | ||
| a- Listed companies: | ||
| Member of the Executive Committee, Ackermans & van Haaren | ||
| b- Non-listed companies: | ||
| Chairman of the Board of Directors, Société Nationale de Transport par Canalisations (SNTC) | ||
| Director of DEME | ||
| Director of NMC | ||
| Director of Max Green | ||
| Director of Bedrijvencentrum Regio Mechelen | ||
| Director of Dredging International | ||
| Director of Ligno Power | ||
| Director of Napro (JV SNTC-Air Products) | ||
| Director of Nitraco (JV SNTC-Praxair) | ||
| Director of Quinten Matsys (branch of SNTC) | ||
| Director of Rent-A-Port | ||
| Director of Rent-A-Port Energy | ||
| Director of Canal Re (branch of SNTC) | ||
| Director of Sofinim Lux |
DEME Haven 1025 Scheldedijk, 30 B-2070 Zwijndrecht Alain Bernard was born in 1955 and has a degree in civil engineering and construction (KU Leuven, 1978), along with a degree in civil engineering and industrial management (KU Leuven, 1979). Mr Bernard joined the DEME Group in 1980 as project manager. He was CEO of Dredging International and COO of the DEME Group between 1996 and 2006. Alain Bernard was appointed CEO of the DEME Group in 2006.
| a- Listed companies: | |
|---|---|
| Member of the Steering Committee of CFE | |
| b- Non-listed companies: | |
| Chief Executive Officer, DEME | |
| Director of various DEME Group subsidiaries | |
| Director of Aquafin | |
| c- Associations: | |
Royal Belgian Shipowners' Association, FIT (Flanders Investment & Trade) Chairman of the Belgian Dredging Association
| Philippe Delusinne | Independent Director |
|---|---|
| RTL Belgium Avenue Jacques Georgin, 2 B-1030 Brussels |
Philippe Delusinne was born in 1957 and holds a diploma in Marketing & Distribution from ISEC Brussels and a Short MBA from the Sterling Institute of Harvard University. He began his career as an account executive at Ted Bates, and subsequently held the positions of account manager at Publicis, client services director at Impact FCB, deputy general manager at McCann Erikson, and |
| Member of the Audit | Chief Executive Officer of Young & Rubicam in 1993. He has been Chief Executive Officer of RTL |
| Committee | Belgium since March 2002. |
| Corporate offices: | |
| a- Listed companies: | |
| Membre of the Supervisory Board of M6, Paris | |
| b- Non-listed companies: | |
| Managing Director of RTL Belgium | |
| Managing Director of Radio H | |
| Managing Director of INADI | |
| Managing Director of Cobelfra (Radio Contact) | |
| CEO of RTL Belux & Cie SECS | |
| Managing Director of RTL Belux | |
| Chairman and Managing Director, IP Belgium | |
| Chairman of Home Shopping Service Belgium | |
| Chairman and Managing Director, New Contact | |
| Director of CLT-UFA | |
| Director of Agence Télégraphique Belge de Presse | |
| Director of MaRadio.be SCRL | |
| Director of the Belgian Association for Self-Regulation of Journalistic Ethics | |
| c- Associations: | |
| Member of the Audiovisual High Council (Belgium) | |
| Chairman of the Théâtre Royal de La Monnaie | |
| Chairman of Les Amis des Musées Royaux des Beaux-Arts de Belgique ASBL (Friends of the | |
| Royal Museums of Fine Arts of Belgium) |
VINCI 1, cours Ferdinand-de-Lesseps, F-92851Rueil-Malmaison Cedex Member of the Audit Committee Born in 1956, Christian Labeyrie is Executive Vice-President and Chief Financial Officer of the VINCI group, and a member of its Executive Committee. Before joining VINCI in 1990, he held various positions in the Rhône-Poulenc and Schlumberger groups. He began his career in the banking industry. Christian Labeyrie is a graduate of HEC, the Escuela Superior de Administración de Empresas (Barcelona) and McGill University (Canada), and holds a DECS diploma (advanced accounting degree). He is a Chevalier of the Légion d'Honneur and a Chevalier of the Ordre National du Mérite. Corporate offices: a- Listed companies: Member of the Executive Committee of the VINCI Group b- Non-listed companies: Director of Eurovia Director of VINCI Deutschland Director of ASF Director of Escota
Director of Arcour Director of the Stade de France consortium Director of VFI
Director of Amundi Convertibles Euroland of the Crédit Agricole Asset Management Group Board member of the Banque de France - Hauts-de-Seine branch
Mobistar Boulevard Reyers, 70 B-1030 Brussels
Chairman of the Audit Committee
Born in 1945, Jan Steyaert has worked in the telecom industry for most of his career. He started his career as a company auditor. In 1970, he joined Telindus (a listed company) where he successively held the positions of Chief Financial Officer, Chief Executive Officer and Chairman of the Management Board of the Telindus Group and its affiliated companies until 2006. He has been a member of the Board of Directors of Mobistar since its creation in 1995 and has been its chairman since 2003. He is an Officer of the Order of Leopold II and was appointed a Chevalier in the Order of the Crown.
Corporate offices:
a- Listed companies: Chairman of the Board of Directors, Mobistar b- Non-listed companies: Director of Portolani Director of Automation Director of CGT Consulting Director of e-Novates Director of Blue Corner Director of 4iS Member of the Advisory Committee, Royal Federation of Belgian Notaries c- Associations: Chairman of the Dhondt-Dhaenens Foundation and Museum in Deurle Director of Anima Eterna VZW Director of VVW VZW Director of Jeugd en Muziek Brussel VZW
Of the 13 members of the Board of Directors as at 31 December 2014, nine cannot be considered as independent under the terms of Article 526c of the Companies Code and the Belgian Corporate Governance Code. They are:
As at 31 December 2014, the independent directors are: Philippe Delusinne, Ciska Servais SPRL, represented by Ciska Servais, Jan Steyaert and Consuco SA, represented by Alfred Bouckaert.
It should be noted that all independent directors of CFE were able to carry out their assignment with complete independence of judgment in 2014.
None of CFE's directors (i) has been found guilty of fraud or any other crime, or punished by the regulatory authorities, (ii) has been involved in a bankruptcy, receivership or liquidation or (iii) has been prevented by a court of law from acting as a member of
an administrative, management or supervisory body of a public company or from participating in the management or business decisions of a public company.
All directors are required to show independence of judgment, whether they are executive directors or not, and in the case of non-executive directors, whether they are independent or not.
Every director must organize his or her personal and professional affairs in such a way as to avoid any direct or indirect conflict of interest with the company.
The Board of Directors is particularly mindful of potential conflicts of interest with a director or a group company, and takes particular care to apply the special procedures provided for in Articles 523 and 524 of the Companies Code.
Transactions or other contractual relationships between the company, including its affiliated companies, and the directors must be concluded on normal market terms.
Non-executive directors are not authorized to conclude agreements with the company, whether directly or indirectly, relating to the supply of paid services, without the express consent of the Board of Directors. They must consult the Chairman, who decides whether or not to submit the exemption request to the Board of Directors.
As far as CFE is aware, no director has found himself in a situation of conflict of interest this year.
Certain directors hold offices in other companies whose activities sometimes compete with those of CFE.
With the assistance of the Nomination and Remuneration Committee, and if necessary that of outside experts, the Board of Directors, under the direction of its Chairman, regularly assesses its composition, its size and the way it functions, as well as the composition, size and operation of its specialist committees. The purpose of these assessments is to contribute to the continuous improvement of the company's governance while taking changing circumstances into account.
During these assessments, the Board of Directors checks, among other things, whether important matters are adequately prepared and discussed both by the Board itself and by its specialist committees. It checks whether every director makes an effective contribution having regard to his skills, his attendance at meetings and his constructive involvement in discussions and decision-making, and also whether the current composition of the Board of Directors and its specialist committees is desirable.
The Board of Directors draws conclusions from this assessment of its performance by acknowledging its strengths and addressing its weaknesses. If necessary, this may involve a proposal to appoint new members, a proposal not to re-elect existing members or the adoption of any measure considered appropriate to ensure that the Board of Directors functions effectively. The same applies to the specialist committees.
Once a year, the non-executive directors carry out an assessment of their interaction with the executive management. For this purpose, they meet once a year without the managing director or any other executive directors attending.
In view of the formal assessment of the Board of Directors that was performed with the assistance of GUBERNA, the Belgian Institute of Directors, at the end of the 2013 financial year, the Board of Directors decided that the next assessment will take place before the end of the 2015 financial year.
The Board of Directors performs its duties in the interest of the Company.
The Board of Directors determines the Company's direction and values, its strategy and its key policies. It examines and approves related significant operations, ensures that they are properly executed and defines any measures needed to carry out its policies. It decides on the level of risk it is prepared to take.
The Board of Directors focuses on the long-term success of the Company by providing entrepreneurial leadership and by assessing and managing risks.
The Board of Directors ensures that the financial and human resources needed by the Company to achieve its objectives are available, and it puts in place the structures and means required to achieve these objectives. The Board of Directors pays special attention to social responsibility, gender balance and diversity in general within the Company.
The Board of Directors approves the budget and examines and closes the accounts.
The Board of Directors:
With the exception of powers expressly reserved for the general meeting of shareholders and within the limits of the Company's objectives, the Board of Directors has the power to carry out all actions that are needed or useful to meet the Company's objectives.
The Board of Directors reports on the exercise of its responsibilities and management to the general meeting of shareholders. It prepares the resolutions to be put to the general meeting of shareholders.
Following the authorisation given by the general meeting of shareholders of 6 May 2010 and renewed by the general meeting of shareholders of 30 April 2014, the Board of Directors is authorised to increase the Company's capital – in one or more operations – by up to € 2,500,000, excluding issue premiums, by means of cash or non-cash contributions, by incorporation of reserves and with or without the issue of new shares.
Within the scope of the authorised capital, the Board of Directors may decide to issue shares, in which case it determines the terms of issue of the new shares and, in particular, the issue price.
The authorised capital of CFE allows the issue of 1,531.260 additional shares in the event of a capital increase with issue of shares on the basis of their par value.
This authorization expires five years after the date of publication of the decision of the general meeting of 30 April 2014 in the Annexes to the "Moniteur Belge". As publication is scheduled for 12 May 2015, the present authorization will expire on 13 May 2020
The general meeting of shareholders of 30 April 2014 authorised CFE's Board of Directors to acquire CFE treasury shares. The nominal value or, where there is no nominal value, the accountable par of the shares being acquired must not exceed 20% of the company's subscribed capital, i.e. € 8,265,896.40. The shares can be purchased at a minimum price per share equal to the lowest closing price during the twenty (20) days preceding the date of acquisition of the CFE shares, minus ten percent (10%), and at a maximum price per share equal to the highest closing price during the twenty (20) days preceding the date of acquisition of the CFE shares, plus ten percent (10%). This authorization expires on 23 May 2019.
The agreement of the general meeting of shareholders is not required for the acquisition of treasury shares by CFE with a view to distributing them to employees.
Subject to the application of the relevant legal provisions, the Board of Directors may decide to create and issue bonds, which may be bonds convertible into shares.
The Board of Directors is organised so as to ensure that decisions are taken in the interest of the Company and that work is executed efficiently.
The Board of Directors meets regularly and with sufficient frequency to perform its obligations effectively. It also meets whenever required in the interest of the Company. The Board has increased the number and duration of its meetings, some of which include visits to ongoing projects.
In 2014, the Board of Directors considered all major issues concerning CFE. It met seven times.
In particular, the Board of Directors:
examined the financial situation of CFE and changes in its debt levels and its working capital requirement,
examined changes in the value of real estate projects and decided the acquisition of new projects,
The table below indicates the individual attendance rate of directors at Board meetings in 2014
| Directors | Attendance/Total number of meetings |
|---|---|
| C.G.O. SA, represented by Philippe Delaunois |
7/7 |
| Renaud Bentégeat | 7/7 |
| Luc Bertrand | 7/7 |
| Piet Dejonghe | 6/7 |
| Jan Suykens | 7/7 |
| Koen Janssen | 7/7 |
| John-Eric Bertrand | 7/7 |
| Christian Labeyrie | 7/7 |
| Philippe Delusinne | 6/7 |
| Consuco SA, represented by Alfred Bouckaert |
7/7 |
| Ciska Servais SPRL, represented by Ciska Servais |
7/7 |
| Jan Steyaert | 7/7 |
| Alain Bernard | 6/7 |
Fabien De Jonge was appointed Secretary of the Board of Directors. Therefore, he took part in Board meetings in 2014.
Except in the case of force majeure resulting from wars, uprisings or other public disturbances, the Board of Directors can only validly take decisions if at least half of the members are present or represented. Board members who are unable to attend a meeting may be represented by another Board member in accordance with the relevant laws and regulations; each member may only hold one proxy. Letters, faxes or other means of communication conveying the proxy vote are attached to the minutes of the Board meeting at which they are used.
If so decided by the chairman of the Board, meetings may be attended by all or some of the members via audio or video conference. These members are deemed to be present for the purpose of calculating quorum and majority. Resolutions are passed by majority vote of the members present or represented.
In the event that members need to abstain from taking part in deliberations as a result of legal considerations, the said resolutions will be passed by majority vote of the other members present or represented.
In the event of a tie, the chairman of the meeting will have the casting vote.
After each meeting, the deliberations are recorded in minutes signed by the chairman of the Board of Directors and by a majority of the Board members who took part in the deliberations.
The minutes summarise the discussions, specify the decisions taken and, if applicable, any reservations raised by the board members.
They are recorded in a special register kept at the Company's head office.
The main characteristics of the Board of Directors' assessment process are stipulated in the internal regulations published in the Company's Corporate Governance Charter.
At 31 December 2014, this committee comprised:
On 22 January 2014, the Board of Directors appointed Luc Bertrand as a member of the Nomination and Remuneration Committee.
The committee met five times in 2014.
Over the course of the financial year, the committee examined:
The table below indicates the individual attendance rate of the members of the Nomination and Remuneration Committee at meetings in 2014.
| Members | Attendance/ Total number of meetings |
|---|---|
| Ciska Servais BVBA, represented by Ciska Servais, chair (*) |
5/5 |
| Luc Bertrand | 5/5 |
| Consuco SA, represented by Alfred Bouckaert(*) |
5/5 |
Members of the Nomination and Remuneration Committee are paid € 1,000 per meeting. The chair is paid € 2,000 per meeting.
The main characteristics of the Nomination and Remuneration Committee's assessment process are set out in the internal regulations published in the Company's corporate governance charter.
At 31 December 2014, this committee comprised:
On 22 January 2014, the Board of Directors appointed Piet Dejonghe and Consuco SA, represented by Alfred Bouckaert as members of the Audit Committee.
On 15 January 2015, Piet Dejonghe was replaced by John-Eric Bertrand.
CFE's Board of Directors pays particular attention to ensuring that Audit Committee members have financial, accounting and risk management skills.
The Audit Committee is chaired by Jan Steyaert, who meets the independence criteria defined in Article 526c of Belgium's Companies Code.
Jan Steyaert has a degree in economics and finance. He has held various professional posts, including working for an auditing firm and for Telindus, a listed company, where he was CFO before becoming CEO and then chairman of the Board of Directors. This confirms Jan Steyaert's competence in terms of accounting and auditing.
The Statutory Auditor participates in the work of the Audit Committee when the committee so requests.
This committee met four times during the 2014 financial year.
It performed the following tasks:
(*) independent directors
The Audit Committee paid particular attention to the group's internal control and monitored steps taken by CFE to improve it.
The table below indicates the individual attendance rate of the members of the Audit Committee at meetings in 2014.
| Members | Attendance/ Total number of meetings |
|---|---|
| Jan Steyaert (*) | 4/4 |
| Philippe Delusinne (*) | 4/4 |
| Piet Dejonghe | 4/4 |
| Consuco SA, represented by Alfred Bouckaert (*) |
4/4 |
| Christian Labeyrie | 4/4 |
Members of the Audit Committee are paid € 1,000 per meeting. The chair is paid € 2,000 per meeting.
The main characteristics of the Audit Committee's assessment process are set out in the internal regulations published in the Company's corporate governance charter.
At the end of the financial year, CFE's share capital amounted to € 41,329,482.42, made up of 25,314,482 shares, with no declared par value. The Company's shares are registered or in electronic form.
The shares are registered until fully paid up. Once fully paid up, they may be converted into shares in electronic form, at the choice and expense of the shareholder.
The registry of registered shares is kept in electronic form and in hard copy. Management of the electronic registry has been entrusted to Euroclear Belgium (CIK SA).
Registered shares may be converted into shares in electronic form and vice-versa on request by their holder and at their expense. Shares in electronic form are converted into registered shares by making the corresponding entry in the register of CFE shareholders. Registered shares are converted into shares in electronic form by entering them into an account in the name of their owner or holder opened with an approved account-keeper or clearing house.
In accordance with the Act of 14 December 2005 on the abolition of bearer shares, CFE shares that had not yet been converted as of right or by their holders by 1 January 2014 were automatically converted into shares in electronic form and registered in a securities account by CFE in its own name.
As of that date, the rights attached to the shares have been suspended until the holders of those shares come forward and arrange for them to be entered in their name in the registry of registered shares or in a securities account held by an approved account-keeper or clearing house.
The law requires that, as of 1 January 2015, shares of which the holder has not come forward by the date of the sale be sold automatically. The terms and conditions of those sales have been set forth in an implementing decree of 25 July 2014. There were 19,695 'unacknowledged' CFE shares as at 1 January 2015.
A notice prior to the sale calling upon the holder to assert his rights will be published in the "Moniteur Belge" and on the Internet site of Euronext Brussels on which the shares will be sold.
The sale will take place minimum one month and maximum three months after publication of the notice on the site of Euronext Brussels and according to the calendar of trading days.
By virtue of the authorization given to it according to the terms of Article 14b of CFE's articles of association and within the limits of that authorization, the Board of Directors has decided to acquire all the 'unacknowledged' shares that will be put on sale.
The proceeds of the sale will immediately be deposited with the Caisse des Dépôts et Consignations on a voluntary basis and less certain minor costs incurred by CFE.
The owners of the shares may make themselves known to the Caisse des Dépôts et Consignations. The Caisse will start repaying the proceeds of the sale on 1 January 2016 at the earliest. Persons requesting repayment will be liable for a fine of 10% of the sum or value of the shares in question per year overdue from 1 January 2016. This means that after 2025 the shares in question will have lost all their value for their owners.
On 1 January 2026, the sale proceeds for which no repayment has been requested will be forfeited to the State.
CFE's equity base as of 31 December 2014 was as follows:
| - registered shares | 18,404,946 |
|---|---|
| - shares in electronic form | 6,909,536 |
| TOTAL | 25,314,482 |
Shareholders owning 3% or more of the voting rights relating to the shares they hold:
| Ackermans & van Haaren NV Begijnenvest, 113 B-2000 Antwerp |
15,289,521 titres soit 60.40% |
|---|---|
| VINCI Construction SAS 5, cours Ferdinand-de-Lesseps F-92851 Rueil-Malmaison Cedex (France) |
3,066,440 titres soit 12.11% |
During the 2014 financial year, CFE received no transparency notification pursuant to the Act of 2 May 2007
At the close of the financial year, no shareholder owned shares with special rights of control.
Ownership of a CFE share entitles the owner to vote in CFE's general meeting of shareholders and automatically assumes approval of CFE's Articles of Association and the decisions of CFE's general meeting of shareholders. Shareholders' liability for the Company's commitments only extends to the value of the shares held.
The Company recognises only one owner per share as concerns the exercise of rights granted to shareholders. The Company may suspend the exercise of the rights attached to shares held jointly or subject to a life interest or pledge, until a single person is designated as beneficiary of these rights in respect of the Company.
Since 1 January 2008, the exercise of any rights attached to physical bearer shares is suspended until they are registered in a securities account or in the register of shareholders.
The company's shareholders have rights conferred by the Belgian Companies Code and by the articles of association. They have the right to attend any of the company's general meetings of shareholders and to vote in them. Each share gives the right to one vote in a general meeting of shareholders. The conditions for being admitted to a general meeting of shareholders are set out in the company's articles of association and are also stated in the notice of meeting.
The ordinary general meeting of shareholders was held, in accordance with the articles of association, on 30 April 2014. At that meeting, shareholders approved the company's annual financial statements for the year ended 31 December 2013 and the renewal of the term of office as director of CGO SA, represented by Philippe Delaunois, and of Consuco SA, represented by Alfred Bouckaert, for two years.
An extraordinary general meeting was also held on 30 April 2014, which approved, among other things, i) the renewal of the authorization to increase the capital within the scope of the authorized capital; ii) the renewal of the authorization given to the Board of Directors to acquire treasury shares, and iii) various amendments to the articles of association. The summaries of the ordinary and extraordinary general assemblies are for consultation on the website of the company (www.cfe.be)
"Internal control may be defined as a system developed by the management body and implemented under its responsibility by executive management. It contributes to good management of the company's activities, the effectiveness of its operations and the efficient use of its resources, as a function of the goals, size and complexity of the company's activities.
More particularly, the internal control system aims to ensure:
(Excerpt from the guidelines relating to the Belgian act of 6 April 2010 and the Belgian Code of Corporate Governance (2009) published by the Corporate Governance Commission version 10/01/2011, page 8).
Like any other control system however, the internal control system, no matter how well designed and applied, cannot guarantee the absolute elimination of such risks.
The internal control system applies to CFE and the subsidiaries included in its scope of consolidation.
In 2014, the boards of directors of Rent-A-Port, Rent-A-Port Energy and Groep Terryn were responsible for internal control at those companies. However, CFE seeks to encourage the application of its own best practices through its representatives on these boards.
Sections 5A.2 to 5A.5 only apply to CFE SA and its subsidiaries, except for the three subsidiaries mentioned above and DEME, which is described in a separate chapter (section 5.A.6).
CFE's business activities require the teams exercising them to be close to their clients. To enable each profit-centre manager to take the appropriate operating decisions rapidly, a decentralised organisation has been set up in the Contracting, Real Estate Development and PPP-Concessions divisions.
CFE's organisational structure necessitates delegating authority and responsibility to operational and functional participants at every level of the organisation. Delegation is exercised within the framework of a general directive and in compliance with CFE's principles of conduct and operation:
CFE's Board of Directors is a collegial body responsible for controlling the company's management, setting strategic guidelines for it and ensuring the company's satisfactory operation. It considers all major matters pertaining to the group.
The Board of Directors has set up specialised committees handling the auditing of financial statements, along with remuneration and nominations.
The Steering Committee is divided in two distinct committees, namely:
On 15 January 2015, Piet Dejonghe, second managing director of CFE, joined the steering committee and became its chairman.
This steering committee is responsible for implementing group strategy defined by the Board of Directors, and applying policies related to its management and the general directive mentioned above.
This Steering Committee is supported by an Orientation Committee aiming with its expertise at implementing the group strategy for its activities without dredging.
The Committee consisted at 31 December 2014 of:
the chairman of the Risk Committee,
the director of CLE and the activities in Tunisia,
The holding company has a limited structure appropriate to the group's decentralised organisation. The functional departments of the holding company are tasked with establishing and ensuring correct application of group rules and procedures and decisions made by the managing directors. On the financial level, cash management is centralised at the level of the holding company. As concerns the subsidiaries, the express approval of the holding company's finance department is required before entering into relations with a banking organisation. The holding company also directly manages specific project financing.
During the second quarter of 2014, an internal auditor was hired at the express request of the audit committee and the Board of Directors. The internal auditor is fully independent, and his main duty is to support the steering committee and to help it improve the management of the risks associated with the various business activities of CFE. The internal auditor reports in a functional way to the audit committee by presenting the main findings of the audits carried out and a follow-up of the action plans.
The audit plan is based on a detailed identification and analysis of the risks. If necessary, specific audit assignments may be carried out at the request of the audit committee or of the steering committee.
The role of the Steering Committee of DEME is discussed in section 5.A.6
At the end of the 2013 financial year, CFE made an inventory of the main risks to which it is exposed.
The most critical risks identified during the analysis were:
The internal auditor is responsible for keeping the risk identification up to date.
All of these risks are described in more depth in section 5.B.
The applicable laws and regulations set standards of conduct and are an integral part of the control process.
The legal department of the holding company monitors legal developments in order to identify the various rules applicable to the group and passes this information on to the members of the steering committee and employees concerned.
The general directive issued by CFE's managing director to members of the steering committee defines the operations requiring prior information or approval by the group's senior management or functional departments.
This directive covers the following areas:
These operating rules must be respected by all members of the steering committee.
Additional directives containing more restrictive rules may be formulated by members of the steering committee in relation to their area of competence. These rules are communicated to employees with the requisite authority at the head of a profit centre. However, additional directives may not, under any circumstances, constitute an exception to CFE's operating rules.
Given the specific nature of the business activities, strict upstream control procedures are applied.
All binding offers involving an amount of over € 50 million (Construction) or € 10 million (Multitechnics and Rail Infra) must be approved by the Risk Committee.
The same is true of any project:
The Risk Committee comprises the following members:
No acquisition of land or any commitment to acquire or develop real estate can be carried out without the prior approval of the real estate investment committee, which consists of:
Furthermore, any real estate investment in an amount exceeding € 5 million must receive the prior approval of CFE's Board of Directors.
The divisions have their own operations control systems suited to the specific features of their activity.
Key performance indicators relating to sales, order intake, the order book and net financial debt is drawn up every month by the finance department on the basis of information forwarded by the various operational entities.
The managers of the various entities prepare a monthly report on key facts.
The budget procedure is common to all the group's divisions and their subsidiaries. It includes four annual meetings:
These meetings, which are attended by CFE's managing directors, CFE's CFO, the head of management control and consolidation, the steering committee member and manager responsible for the entity concerned and its head of finance and administration, examine:
The management control and consolidation department, which reports to the group's finance department, is responsible for producing and analysing financial and accounting information for dissemination both inside and outside the group and for ensuring its reliability.
In particular, it is responsible for the:
The management control and consolidation department sets the timetable for the preparation of interim and annual financial statements. These instructions are forwarded to the finance departments of the different entities concerned and accompanied by information or training sessions.
The management control and consolidation department is responsible for the accounting treatment of complex operations and ensures that they are validated by the Statutory Auditor.
At the end of each accounting period, the finance managers of the principal entities present the accounts of the relevant subsidiary or branch to the group's head of finance and administration and head of management control and consolidation.
The head of management control and consolidation is a member of the Audit Committees of DEME, Rent-A-Port and Rent-A-Port-Energy, and attends account-closing meetings held by these entities.
The Statutory Auditor informs the Audit Committee of any observations concerning the interim and annual financial statements before they are presented to the Board of Directors.
In 2014, several initiatives were undertaken to strengthen the internal control of CFE.
These included:
CFE controls its dredging subsidiary at five different levels:
As in the past, the internal control system of DEME is implemented by its CEO with the support of the Management Team and under the responsibility of the Board of Directors.
In this connection, DEME has taken several initiatives to strengthen control over its activities, such as:
The main characteristic of the dredging and contracting businesses is the commitment made when submitting a proposal to perform a task that is by its nature unique, for a price with predetermined terms and within an agreed time schedule.
The risk factors therefore relate to:
Dredging activities are performed by DEME and its subsidiaries.
DEME is one of the world's leading players in dredging. Its market includes both maintenance dredging and capital (infrastructure) dredging. The latter is particularly related to growth in world trade and decisions on the part of governments to invest in major infrastructure projects.
DEME has also developed a range of services for the oil and gas industry, including protection of offshore facilities and protection of deep-water subsea pipelines and cables.
DEME is also a major player in the development of offshore wind farms, operating in two areas:
DEME also operates in the environmental sector through DEC. This company specialises in the treatment of polluted sludge and sediments, along with the remediation of brownfield sites.
Through DBM (DEME Building Materials), DEME is also active in the aggregate supply market.
In its dredging, reclamation and hydraulic civil engineering operations, DEME faces not only the risks described in section 5.B.1.1, but also various specific operational risks related to:
As stated above, DEME has for several years been developing an offshore wind farm concession business. In this business, DEME faces specific risks related to these investments:
Dredging is primarily a maritime activity, which is characterised by its capital-intensive nature due to the need for regular investments in new vessels in order to keep the fleet at the leading edge of technology. For this reason, DEME is faced with complex investment decisions and specific operational risks relating to these investments:
DEME has qualified staff with the capacity to design dredgers and design and execute large-scale projects. Given the very nature of the activity and the many external factors to be taken into account, the risks inherent in this business cannot be completely eliminated.
The Contracting division encompasses the following activities:
Construction activity is concentrated in the Benelux area, Central Europe and Africa. CFE specializes in:
treatment facilities, installing piles and building gas terminals, ...
This division operates mainly in Belgium through three clusters:
The operational risks in the activities of the Contracting division are described in section 5B 1.1.
CFE has developed its Real Estate Development business in Belgium, Luxembourg and Poland.
Real estate activity is directly or indirectly affected by certain macroeconomic factors (interest rates, propensity to invest, savings, etc.) and political factors (development of supra-national institutions, development plans, etc.) that influence the behaviour of participants in the market, in terms of both supply and demand.
This activity is also characterised by long operating cycles, which means that operators need to anticipate decisions and make longterm commitments.
In addition to general sector risks, each project has its own specific risks:
The concessions business consists of carrying out DBFM (Design, Build, Finance, Maintain) projects in Belgium and, via 45%-owned subsidiary Rent-A-Port, developing and managing ports and providing consultancy services regarding port engineering.
The division's activities involve long-term operations (20 years or more) and recurrent cash flows during the maintenance and operational phases of projects, enabling the relevant companies to repay loans.
CFE and DEME are, by their very nature, subject to strong cyclical fluctuations. Nevertheless, this observation must be qualified for each segment or sub-segment of activity, since the key factors can vary between them.
For example:
• Dredging activities are more sensitive to the international economic climate, trends in world trade and government investment policy as concerns major infrastructure and
sustainable development works. Slower growth in one or more of DEME's markets may adversely affect its business levels and earnings.
CFE suffers from a chronic shortage of qualified supervisory staff and workers. The success of projects, in the study, preparation and execution phases, depends both on employees' qualifications and skills and on their availability in the labour market.
On the talent market, DEME should be able to attract, motivate and retain highly qualified staff to manage projects abroad.
CFE and DEME make major investments extending over long periods of time. In this context and in terms of the availability of long-term credit, project finance or major capital expenditure (vessels), CFE and DEME apply a policy of interest rate hedging where necessary. Nevertheless, interest-rate risk cannot be entirely eliminated.
Given the international nature of their activities and the fact that some contracts are performed in foreign currencies, CFE and DEME are exposed to exchange-rate risk. To mitigate this risk, CFE and DEME engage in exchange-rate hedging and forward foreign exchange contracts. Nevertheless, exchange-rate risk cannot be entirely eliminated.
To reduce underlying solvency risk, CFE and DEME check the solvency of their clients when submitting quotations, regularly monitor accounts receivable, and adjust their positions with them where necessary. For clients showing a material credit risk, down payments and/or bank payment guarantees are required before work starts.
In markets outside Europe, if a country is eligible and the risk can be covered by credit insurance, CFE and DEME obtain coverage from organisations specialising in this area, such as Credendo Group.
Nevertheless, credit risk cannot be entirely eliminated.
To limit the liquidity risk, CFE and DEME multiplied their sources of financing into 3 types :
CFE complied with all of its financial covenants at 31 December 2014, as did DEME.
CFE and DEME are potentially exposed to increases in the prices of certain raw materials used in their activities. Nevertheless, CFE and DEME believe that such increases are not likely to have a significantly negative impact on their results. This is because a substantial portion of CFE's and DEME's contracts include price revision formulae that enable them to adjust selling prices in line with movements in commodity prices. Furthermore, CFE's activities are carried out through a large number of contracts, many of them of short or medium duration which, even in the absence of a price revision formula, limits the impact of a rise in raw material prices. Finally, DEME hedges against rising diesel prices for contracts that do not contain price revision mechanisms.
Given the group's activities and its organisational structure, which reflects the local nature of its contracts, CFE considers that, overall, it is not dependent on a small number of clients, suppliers or subcontractors. Furthermore, CFE's operational organisation is characterised by a high degree of decentralisation, which generally gives local managers greater decision-making autonomy within the scope of the powers delegated to them, particularly as regards purchasing.
In view of the type of work it is asked to do, CFE may be involved in handling unhealthy or hazardous materials.
CFE takes all possible safety and health precautions for its workers and takes particular care over this point, although this risk cannot be entirely eliminated.
Like any company involved in dredging and marine activities, DEME pays particular attention to environmental risks, which fall into two categories:
Respect for the environment is one of the fundamental values upheld by CFE and DEME, which make every effort to limit the negative environmental impact of their activities.
Given the diversity of its activities and geographical locations, CFE is exposed to a complex regulatory environment as concerns the places where services are performed and the fields of activity involved. In particular, it is subject to rules concerning administrative contracts, public and private works contracts and civil liability.
In the construction sector, the builder's liability with respect to 10-year construction guarantees, liability for minor hidden defects and liability for indirect consequential damage – an emerging concept – can be interpreted broadly.
DEME has to deal with a changing and increasingly complex legal framework in certain countries in which it operates.
CFE and DEME are exposed to political risks, which fall into various categories: political instability, wars (including civil wars), armed conflicts, terrorism, hostage-taking, extortion and sabotage.
These represent potential threats to the security of CFE's staff and property. As a result, these risks are monitored closely and, if necessary, a project may be stopped if basic security conditions are no longer met. In this case, staff and equipment are transferred to a safer location.
DEME has appointed an Enterprise Security Officer to:
CFE and DEME in particular have developed specific know-how and innovative technologies in various areas.
To protect its trade secrets and intellectual property relating to its innovations, DEME has filed numerous patent applications covering over 100 specific applications.
To carry out some of its real-estate, public-private partnerships and concession activities, CFE and DEME participate and will continue to participate in special-purpose companies which provide real guarantees in support of their credit facilities. The risk, in the event of the failure of this type of company and exercise of the guarantee, is that the proceeds from such exercise are not sufficient to cover some or all of the amount of shareholders' equity or equivalent used as collateral for setting up the credit facility.
CFE's acquisition of control over DEME on 24 December 2013 in no way alters the fact that DEME remains financially autonomous and so CFE does not advance any money or make any guarantee with respect to DEME or vice-versa.
CFE's policy on this matter is specified in its corporate governance charter.
A compliance officer (Fabien De Jonge) was appointed and an information programme has been in place since 2006 for senior management and employees who, through their job, have access to privileged information.
The Company systematically informs these people about closed periods and issues regular reminders of the general directives.
The policy on this matter is specified in the corporate governance charter.
There is no service contract binding the Board members with CFE or with any of its subsidiaries.
Ackermans & van Haaren entered into a service contract with DEME. The fees payable by DEME for the 2014 financial year amounted to € 1,126 thousand.
The Statutory Auditor is Deloitte Réviseurs d'Entreprises, represented by Pierre-Hugues Bonnefoy.
At the ordinary general meeting of shareholders on 3 May 2013, shareholders renewed the appointment of the Statutory Auditor, Deloitte Réviseurs d'Entreprises, represented by Pierre-Hugues Bonnefoy, for a period of three years, ending at the close of the ordinary general meeting of shareholders in May 2016. The fees paid by CFE amounted to € 180 thousand for the 2014 financial year.
Other costs for various assignments invoiced by Deloitte Réviseurs d'Entreprises amounted to € 90 thousand.
In addition, during financial year 2014, the costs invoiced by Deloitte Conseillers Fiscaux for tax advice amounted to € 23 thousand.
Deloitte audited the accounts of most of the companies within the CFE group.
For the other subsidiaries, the Statutory Auditor generally obtained the certification reports of those entities' auditors and/ or interviewed them, and also performed certain additional checks.
| (in thousands €) | Deloitte | Autres | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Audit | ||||
| Statutory audit, certification, examination of individual and consolidated accounts |
1,243.9 | 66.13% | 572.7 | 48.19% |
| Related work and other audits | 114.0 | 6.06% | 44.5 | 3.75% |
| Subtotal, audit | 1,358.0 | 72.19% | 617.2 | 51.94% |
| Other services | ||||
| Legal, tax, corporate | 245.1 | 13.03% | 454.2 | 38.23% |
| Other | 278.0 | 14.78% | 116.8 | 9.83% |
| Subtotal, other services | 523.1 | 27.81% | 571.0 | 48.06% |
| Total statutory auditors' fees | 1,881.1 | 100% | 1,188.2 | 100% |
CFE's remuneration policy is designed to attract, retain and motivate staff in the office, technical, manual and managerial categories.
To help the Appointments and Remuneration Committee analyse the competitive situation, along with other factors involved in assessing remuneration, the Committee may use the services of internationally renowned remuneration consultants.
In 2014, some changes were made to CFE's remuneration policy relative to 2013.
1. Remuneration of the Board and committee members
CFE's ordinary general meeting of shareholders of 30 April 2014 approved the payment of annual fees to the Chairman of the Board of Directors and each of the other directors to the amount of € 100,000 and € 20,000 respectively in proportion to the time they were in office. The general meeting also approved the payment of attendance fees to the directors, with the exception of the Chairman of the Board, to the amount of € 2,000 per meeting. The remuneration of the members of the Audit Committee and the Nomination and Remuneration Committee remain unchanged.
Board directors are also reimbursed for expenses incurred during the execution of their duties, according to conditions set by the Board of Directors.
The amount of fees paid directly or indirectly to the Board members for carrying out their duties within the group was as follows:
| (€) | Fees CFE SA |
Fees Subsidiaries |
|---|---|---|
| C.G.O. SA, represented by Philippe Delaunois |
100,000 | |
| Renaud Bentégeat | 34,000 | |
| Piet Dejonghe | 32,000 | |
| Luc Bertrand | 34,000 | |
| Koen Janssen | 34,000 | |
| Christian Labeyrie | 34,000 | |
| John-Eric Bertrand | 34,000 | |
| Consuco SA, represented by Alfred Bouckaert |
34,000 | |
| Ciska Servais SPRL, represented by Ciska Servais |
34,000 | |
| Philippe Delusinne | 32,000 | |
| Jan Suykens | 34,000 | |
| Alain Bernard | 32,000 | |
| Jan Steyaert | 34,000 | |
| Total | 502,000 | 0 |
No agreement with any non-executive Board director providing for termination benefit has come into force or has been extended since 3 May 2010 (the date on which the Belgian act of 6 April 2010 came into force).
As in 2014, it will be proposed to the general meeting of 7 May 2015 to approve the payment of annual fees to the Chairman of the Board of Directors and each of the other directors to the amount of € 100,000 and € 20,000 respectively in proportion to the time they were in office.
A proposal will also be made to the general meeting of shareholders to approve attendance fees of € 2,000 per meeting to directors apart from the chairman of the Board of Directors.
The remuneration of the members of the Audit Committee and the Nomination and Remuneration Committee remain unchanged.
| Consuco SA, represented by Alfred Bouckaert | 4,000 |
|---|---|
| Philippe Delusinne | 4,000 |
| Piet Dejonghe | 4,000 |
| Christian Labeyrie | 4,000 |
| Jan Steyaert | 8,000 |
| Total | 24,000 |
The Nomination and Remuneration Committee consists of non-executive directors, most of whom are independent directors.
| Luc Bertrand | 5,000 |
|---|---|
| Consuco SA, represented by Alfred Bouckaert | 5,000 |
| Ciska Servais SPRL, represented by Ciska Servais |
10,000 |
| Total | 20,000 |
CFE's corporate structures are appropriate to the purpose of a holding company, and to the requirements arising from its organisation by division.
Each division, representing a portfolio of activities, consists of several subsidiaries and, in some cases, branches that constitute profit centres and, in general, represent a specific business in a defined geographical area. Each subsidiary is managed by a Board of Directors and a company director; each branch is managed by a company director. The management organisation for subsidiaries and branches therefore consists of a specific delegation of powers to a group of persons – the company directors – which guarantees active management and effective operational organisation in each division.
Since these corporate structures ensure a balanced distribution of powers and the smooth operation of CFE, the Company has decided that the steering committee is not a Management Board within the meaning of article 524b of the Belgian Companies Code, but has nonetheless anticipated future needs by providing for this possibility in its Articles of Association.
The persons responsible for the actual management of activities are thus the managing director first and then the members of the steering committee.
The members of CFE's steering committee are:
Piet Dejonghe joined the steering committee on 15 January 2015.
The members of DEME's steering committee are:
An orientation committee brings together CFE's steering committee excluding DEME as well as the main leaders of the group, namely:
There were changes in the remuneration policy in 2014. Fixed and variable remuneration and other benefits were examined by the Nomination and Remuneration Committee.
After discussions, and specifically an assessment of performance relating to variable remuneration, the Nomination and Remuneration Committee made recommendations to the Board of Directors, which takes decisions on this matter.
The reference period for the variable remuneration of the managing director (and other steering committee members) runs from 1 January to 31 December. Any payments are made in April of the following year.
In addition to his fee as a Board member, i.e. € 34,000, the managing director received gross annual remuneration of € 267,617 in respect of his executive functions within the CFE group, without additional variable remuneration.
The managing director also has the use of accommodation and a car provided by the company, representing a benefit of € 48,221 in 2014. In 2014, he benefits from a pension plan with CFE, for which the employer's contribution amounts to € 102,147.
The variable remuneration of the managing director is based on the following criteria:
At a rate of 25% on discretionary basis;
The amount of the variable remuneration is capped at 100% of the fixed remuneration.
CFE did not award any shares, options or other rights to acquire shares in the company to the managing director in 2014.
In 2014, the remuneration policy changed in relation to previous years. It is designed to:
The proposed fixed and variable remuneration for members of the steering committee, other than the managing director, are scrutinised by the managing director and the Group's head of HR, who sit on the Nomination and Remuneration Committee.
The Committee listens to explanations and, after discussions between its members, submits definitive proposals to the Board of Directors, which takes decisions on the matter.
The basic annual salary constitutes fixed remuneration and is based on a scale defined by the CFE Group's wage structure. There is a margin of appreciation as regards matters such as experience, duties, scarcity of technical skills and performance.
For operational members of the steering committee, i.e. those responsible for profit centres (subsidiaries and branches), variable remuneration depends on individual performance and the cash position of their profit centre.
For functional managers on the steering committee, variable remuneration takes into several factors:
The reference period for the variable remuneration of steering committee members runs from 1 January to 31 December. Any payments are made in April of the following year.
For the operational members of the steering committee of DEME, the remuneration is fixed by the DEME's Board as proposed by the Remuneration Committee of DEME consisting of Renaud Bentégeat and Luc Bertrand. The amount of the variable remuneration is calculated after taking into account 4 criteria : EBITDA, net income, financial debt and safety.
In 2014, steering committee members other than the managing director received:
| Fixed remuneration and fees | 1,985,845 |
|---|---|
| Variable remuneration | 1,376,885 |
| Payments to insurance plans (pension plans, health and accident insurance) |
437,176 |
| Company vehicle expenses | 87,818 |
| Total | 3,887,724 |
Steering committee members excluding DEME are covered by various types of pension plan. Some are members of defined-benefit plans, which vary according to whether they joined before or after 1 July 1986.
In order to harmonise the treatment of these steering committee members excluding DEME, a supplementary defined-benefit plan was set up in 2007. The IFRS service cost for defined-benefit plans amounted to € 184,856 in 2014.
A pension plan covers also the members of the DEME's steering committee.
CFE has not awarded any shares, options or other rights to acquire shares in the company to steering committee members in 2014.
As regards termination benefit rules, in accordance with the Belgian Corporate Governance Act of 6 April 2010, applying as of 3 May 2010 and as agreed with the managing director and steering committee members, the ordinary general meeting of shareholders of 30 April 2014 passed the following resolution:
For employees who are members of the company's executive management and with whom there was no existing agreement relating to termination benefits before 3 May 2010, the period of notice to be given or the amount of severance pay that will be paid in the event of termination of the employment contract (for reasons other than serious misconduct) by the employer shall be determined, in accordance with the act of 26 December 2013 relating to the introduction of the single status, published in the "Moniteur Belge" on 31 December 2013.
As regards variable remuneration rules, in accordance with the Belgian Corporate Governance Act of 6 April 2010, the shareholders' meeting of 30 April 2014 passed the following resolution applying to periods beginning after 31 December 2010:
"For the CEO and steering committee members, the existing award terms and criteria, i.e. variable remuneration based on financial performance, attention paid to employee safety and compliance with Group values, will be maintained for a period of three years. The current legislation, which requires variable remuneration to be spread over three years, and its related criteria are not appropriate (and therefore cannot be easily applied) to a steering committee in which some members are close to retirement and pension age."
Proposition: For the CEO and the steering committee members, is the current legislation, which requires variable remuneration to be spread over three years, and its related criteria are not appropriate (and therefore cannot be easily applied) to a steering committee in which some members are close to retirement and pension age.
6. Information about the right to claw back variable remuneration granted on the basis of incorrect financial information provided by steering committee members or the managing director
The contracts between CFE's steering committee members excluding DEME and the managing director on the one hand and the company on the other include a right for the company to claw back variable remuneration granted on the basis of incorrect financial information.
CFE systematically takes out comprehensive contractor insurance for all construction sites, which gives sufficient cover for operating and post-construction civil liability. The risk of terrorism is not included in this policy.
On 27 February 2014, CFE's Board of Directors prepared a special report in pursuance of Article 604 of the Companies Code to support the proposal put to the Company's general meeting of shareholders to renew for a five-year period the authorization given to the Board of Directors to increase the Company's capital in one or more operations, setting the authorized capital at € 2,500,000.
Pursuant to Article 34 of the Belgian Royal Decree of 14/11/2007 concerning the obligations of issuers of financial instruments listed for trading on a regulated market, Compagnie d'Entreprises CFE SA notes that:
CFE made no acquisitions in 2014.
CFE did not set up any branches in 2014.
In December 2014, in the framework of the realigning of its activities, CFE concluded an agreement with Aswebo NV, a road subsidiary of the Willemen group, on the transfer of 100% of the shares of Aannemingen Van Wellen NV.
After obtaining approval from the Competition Authorities, the transfer of shares took place on February 2015. The positive impact of this transfer on the net consolidated 2015 result of CFE should be of the order of € 10 million.
DEME carries out ongoing research to increase the efficiency of its fleet. In addition, in partnership with universities and the Flanders region of Belgium, it carried out research into the production of sustainable marine energy. In partnership with private-sector companies, it carries out research into techniques to extract rare materials from the sea.
The outlook remains favourable for the dredging and environment division, as recovery of the contracting activities continues.
The Audit Committee is chaired by Jan Steyaert, who meets the independence criteria defined in Article 526c of Belgium's Companies Code.
Jan Steyaert has a degree in economics and finance. He has held various professional posts, including working for an auditing firm and for Telindus, a listed company, where he was CFO before becoming CEO and then chairman of the Board of Directors. This confirms Jan Steyaert's competence in terms of accounting and auditing.
The Board of Directors invites all shareholders and bondholders to attend the ordinary general meeting of shareholders, which shall take place at the company's head office at 42 avenue Herrmann-Debroux, 1160 Brussels, at 3pm on Thursday 7 May 2015.
It is proposed to the general meeting of shareholders to approve the annual accounts for the financial year ended on 31 December 2014 as presented by the Board of Directors.
It is proposed to the general meeting of shareholders to approve the consolidated annual accounts for the financial year ended on 31 December 2014 as submitted by the Board of Directors.
It is proposed to the general meeting of shareholders to approve the Board of Directors' proposal to distribute a gross dividend of € 2.00 per share, corresponding to a net dividend of € 1.50 per share. The dividend will be payable as from 28 May 2015.
It is proposed to the general meeting of shareholders to approve the remuneration report as submitted by the Board of Directors.
In accordance with article seventeen of the articles of association of the company, it is proposed to the general meeting of shareholders, to approve, with effect from 1 January 2015, a remuneration for the chairman of the Board of Directors and for each director, respectively of € 100,000 and of € 20,000, pro rata temporis of the exercise of their mandate during the year.
It is in addition proposed to the general meeting to approve an attendance fee for the directors, with the exception of the chairman, of € 2,000 per meeting of the Board of Directors. The remuneration of the members of the Audit Committee and the Nomination and Remuneration Committee remains unchanged.
Moreover, it is proposed to the general meeting of shareholders to grant the auditor an annual remuneration of € 174,500 for his mandate as auditor of the company.
It is proposed to the general meeting of shareholders to grant discharge to the directors for and in connection with their duties during the financial year ended on 31 December 2014.
It is proposed to the general meeting of shareholders to grant discharge to the auditor for and in connection with his duties during the financial year ended on 31 December 2014.
The director's mandate of Ciska Servais SPRL, represented by Ciska Servais, expires at the ordinary general meeting of 7 May 2015.
It is proposed to the general meeting of shareholders to renew the director's mandate of Ciska Servais SPRL, represented by Ciska Servais, for a period of 4 (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 526 ter of the Companies Code and in the 2009 Belgian Corporate Governance Code.
B. Formalities for attending the ordinary general meeting of shareholders
Only shareholders who hold CFE shares at the latest on the 14th day prior to the general meetings, namely on 23 April 2015 at midnight (Belgian time) (the "Registration date"), and who confirm their intention to participate in the ordinary general meeting at the latest by 1 May 2015 at midnight (Belgian time), shall be allowed to attend the meeting, either in person or by proxy.
Each shareholder who owns shares on the Registration date may be represented at the ordinary general meeting.
Shareholders who wish to appoint a representative to represent them at the ordinary general meeting shall be required to complete and sign the proxy form, available on the website www. cfe.be, and to return it either by letter, for the attention of Fabien De Jonge, Chief Financial Officer, avenue Herrmann-Debroux, 40-42 in 1160 Auderghem, or by e-mail to the following address: [email protected], at the latest by 1 May 2015 at midnight (Belgian time).
If the proxy is sent by e-mail, the proxy-holder must submit the signed original before the start of the meeting.
Each shareholder who owns shares on the Registration date may be represented at the ordinary general meeting.
Shareholders who wish to vote by post shall be required to complete and sign the postal voting form, available on the website www.cfe.be, and to send it exclusively by post for the attention of Fabien De Jonge, Chief Financial Officer, avenue Herrmann-Debroux, 42 in 1160 Auderghem, at the latest by 1 May 2015 at midnight (Belgian time). The shareholder must indicate his voting preference on the postal voting form.
One or more shareholders who together hold at least 3% of the share capital may request the inclusion of items on the agenda for the ordinary general meeting of shareholders as well as file resolution proposals concerning the items to be dealt with already included or to be included on the agenda.
Shareholders who wish to exercise this right to add new items to the agenda or to file resolution proposals must satisfy the following conditions:
If one or more shareholders have requested the inclusion of items and/or proposed resolutions on the agenda, CFE shall publish at the latest by 22 April 2015 an agenda prepared according to the same procedure as this agenda. CFE shall also publish at the same time on its website the proxy voting and postal voting forms with any additional topics and related proposals and/or any standalone proposed resolutions added.
Any proxy forms and postal voting forms sent to the company before 22 April 2015 shall remain valid for the items on the agenda to which they relate. Furthermore, within the context of proxy voting, the representative shall be authorized to vote on the new items on the agenda and/or on the new proposed resolutions, without the need for any new proxy, if the proxy form expressly permits it. The proxy form may also specify that in such cases, the representative is obliged to abstain.
Each shareholder has the right to put questions to the directors and/or the auditor during the ordinary general meeting. The questions may be asked orally during the meeting or in writing before the meeting.
Shareholders who wish to ask questions in writing before the meeting shall be required to send an e-mail to the company at the latest by 1 May 2015 at midnight, Belgian time, to the following address: [email protected]. Only written questions asked by shareholders who will have satisfied the formalities for admission to the meeting (see item 1), shall receive an answer during the meeting.
Bondholders may attend the ordinary general meeting with a consultative vote only, by proving they are bondholders by producing, on the day of the general meeting, a certificate issued by the financial intermediary with which they hold their bonds.
Each shareholder and bondholder may obtain free of charge at the registered office of the company (avenue Herrmann-Debroux, 40-42 in 1160 Brussels), during office hours, a complete copy of the financial statements, consolidated financial statements as well as the directors' report, the agenda as well as the forms to vote by proxy and by post, and the form "Intention de participation". Requests for a free copy may also be sent by e-mail to the following address: [email protected].
All information relating to the general meeting of shareholders of 7 May 2015, including all documents related thereto, are available on the company's website at this address: www.cfe.be.
Preliminary notes
| Consolidated financial statements |
Consolidated statement of income |
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|---|---|---|---|
| Consolidated statement of comprehensive income |
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| Consolidated statement of financial position |
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| Consolidated statement of cash flows |
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| Consolidated statement of changes in equity |
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| Notes to the consolidated financial statements |
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| Statutory auditors' report | |||
| Parent-company financial statements |
Parent-company statements of financial position and comprehensive income |
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| Analysis of statements of financial position and comprehensive income |
| Capital employed | Intangible assets + goodwill + property, plant and equipment + working capital |
|---|---|
| Working capital | Inventories + trade receivables and other operating receivables + other current assets + non-cur rent 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-ventures |
| EBITDA | Income from operating activities + amortisation and depreciation + other non-cash items |
On 31 December 2012, after the impact of the restatement of the comparative consolidated statement of financial position leading to changes in accounting methods linked to the implementation of IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements", DEME is integrated under equity method.
On 24 December 2013, the CFE group acquired an additional 50% stake in DEME after the fulfilment of the conditions precedent applying to the capital increase.
After these transactions, CFE has sole control over DEME and its stake in DEME has increased from 50% to 100%. As a result, whereas DEME was still consolidated under equity method until 24 December 2013, it has been fully consolidated since that date.
Consolidated income statement and cash flow statement for 2013 only take into account 50% of DEME's activity. However, data relating to the consolidated statement of financial position at 31 December 2013 include DEME's assets and liabilities at 100%. The same is true of the order book.
| For the period ended 31 December (in € thousands) | Notes | 2014 | 2013 (*) |
|---|---|---|---|
| Revenue | 4 | 3,510,548 | 984,883 |
| Revenue from auxiliary activities | 6 | 80,518 | 71,641 |
| Purchases | (2,093,355) | (739,730) | |
| Remuneration and social security payments | 7 | (583,211) | (209,278) |
| Other operating expenses | 6 | (449,834) | (124,327) |
| Depreciation and amortisation | 12-14 | (243,746) | (14,439) |
| Business combination – DEME acquisition | 5 | 0 | 111,624 |
| Goodwill impairment – DEME | 13 | 0 | (207,411) |
| Goodwill impairment – Others | 13 | (521) | (3,795) |
| Income from operating activities | 220,399 | (130,832) | |
| Earnings from associates and joint venture | 15 | 20,124 | 51,356 |
| Operating income | 240,523 | (79,476) | |
| Cost of gross financial debt | 8 | (31,909) | (143) |
| Other financial expenses & income | 8 | 16,156 | (2,551) |
| Net financial income/expense | (15,753) | (2,694) | |
| Pre-tax income | 224,770 | (82,170) | |
| Income tax expense | 10 | (65,249) | (5,793) |
| Net income for the period | 159,521 | (87,963) | |
| Attributable to owners of non-controlling interests | 9 | 357 | 6,728 |
| Net income share of the group | 159,878 | (81,235) | |
| Net income of the group per share (EUR) (diluted and basic) | 11 | 6.32 | (6.10) |
| For the period ended 31 December (in € thousands) | Notes | 2014 | 2013 (*) |
|---|---|---|---|
| Net income share of the group | 159,878 | (81,235) | |
| Net income for the period | 159,521 | (87,963) | |
| Changes in fair value related to hedging instruments | (8,750) | 10,397 | |
| Currency translation differences | (2,126) | (3,590) | |
| Deferred taxes | 10 | 2,974 | (3,534) |
| Acquisition of Deme - recyclable reserves restatement | 0 | 7,902 | |
| Other elements of the comprehensive income to be reclassified to profit or loss in subsequent periods |
(7,902) | 11,175 | |
| Re-measurement on defined benefit plans | 23 | (2,676) | (3,538) |
| Other elements of the comprehensive income not to be reclassified to profit or loss in subsequent periods |
(2,676) | (3,538) | |
| Other elements of the comprehensive income | (10,578) | 7,637 | |
| Comprehensive income: | 148,943 | (80,326) | |
| - Attributable to owners of the parent | 149,586 | (73,544) | |
| - Attributable to owners of non-controlling interests | (643) | (6,782) | |
| Net income attributable to owners of the parent per share (EUR) (diluted and basic) | 11 | 5.91 | (5.52) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
| For the period ended 31 December (In thousand Euro) | Notes | 2014 | 2013 (*) | 2012 (*) |
|---|---|---|---|---|
| Intangible assets | 12 | 98,491 | 105,500 | 5,853 |
| Goodwill | 13 | 177,082 | 177,003 | 25,318 |
| Property, plant and equipment | 14 | 1,503,275 | 1,563,351 | 63,923 |
| Investment property | 0 | 0 | 2,052 | |
| Investments in associates and joint ventures | 15 | 159,290 | 155,877 | 405,288 |
| Other non-current financial assets | 16 | 109,341 | 115,396 | 57,598 |
| Derivative instruments – Non-current assets | 27 | 674 | 612 | 0 |
| Other non-current assets | 17 | 20,006 | 10,725 | 5,192 |
| Deferred tax assets | 10 | 115,322 | 120,428 | 13,090 |
| Total non-current assets | 2,183,481 | 2,248,892 | 578,314 | |
| Inventories | 19 | 105,278 | 116,012 | 82,408 |
| Trade and other operating receivables | 20 | 1,082,504 | 1,106,034 | 446,132 |
| Other current assets | 20 | 104,554 | 100,781 | 74,129 |
| Derivative instruments – Current assets | 27 | 0 | 0 | 0 |
| Current financial assets | 4,687 | 6,447 | 107 | |
| Assets held for sale | 31,447 | 0 | 0 | |
| Cash and cash equivalents | 21 | 703,501 | 437,334 | 144,262 |
| Total current assets | 2,031,971 | 1,766,608 | 747,038 | |
| Total assets | 4,215,452 | 4,015,500 | 1,325,352 | |
| Share capital | 41,330 | 41,330 | 21,375 | |
| Share premium | 800,008 | 800,008 | 62,551 | |
| Retained earnings | 488,890 | 358,124 | 460,306 | |
| Defined benefits pension plans | (8,350) | (5,782) | (8,101) | |
| Hedging reserves | (6,127) | (351) | (17,673) | |
| Currency translation differences | (2,124) | (176) | 6,154 | |
| Equity attributable to owners of the parent | 1,313,627 | 1,193,153 | 524,612 | |
| Non-controlling interests | 9 | 7,238 | 8,064 | (2,950) |
| Equity | 1,320,865 | 1,201,217 | 521,662 | |
| Retirement benefit obligations and employee benefits | 23 | 41,806 | 40,543 | 8,165 |
| Provisions | 24 | 40,676 | 25,655 | 12,249 |
| Other non-current liabilities | 80,665 | 92,898 | 33,695 | |
| Bonds | 26 | 306,895 | 208,621 | 100,000 |
| Financial liabilities | 26 | 378,065 | 496,654 | 56,707 |
| Derivative instruments – Non-current liabilities | 27 | 12,922 | 16,352 | 10,530 |
| Deferred tax liabilities | 10 | 139,039 | 144,505 | 13,058 |
| Total non-current liabilities | 1,000,068 | 1,025,228 | 234,404 | |
| Current provisions | 24 | 48,447 | 48,181 | 36,159 |
| Trade & other operating payables | 20 | 1,099,309 | 983,806 | 324,882 |
| Income tax payable | 80,264 | 65,855 | 11,053 | |
| Current financial liabilities | 26 | 206,671 | 346,118 | 11,153 |
| Derivative instruments – Current liabilities | 27 | 24,948 | 16,499 | 1,570 |
| Liabilities held for sale | 19,164 | 0 | 0 | |
| Other current liabilities | 20 | 415,716 | 328,596 | 184,469 |
| Total current liabilities | 1,894,519 | 1,789,055 | 569,286 | |
| Total equity and liabilities | 4,215,452 | 4,015,500 | 1,325,352 |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement describes in note 2.1).
| For the period ended 31 December (In thousand Euro) | Notes | 2014 | 2013 (*) |
|---|---|---|---|
| Operating activities | |||
| Net income share of the group | 159,878 | (81,235) | |
| Depreciation and amortization of intangible assets, property, plant & equipment and investment property |
243,746 | 14,439 | |
| Net provision expense | 11,420 | 5,056 | |
| Impairment on current and non-current assets | 3,922 | 101,457 | |
| Unrealized foreign exchange (gains)/losses | (18,294) | 414 | |
| Interest income & income from financial assets | (9,991) | (4,182) | |
| Interest expense | 41,900 | 4,478 | |
| Change in fair value of derivative instruments | (8,230) | (670) | |
| Income/(losses) from sales of property, plant & equipment | (7,463) | (166) | |
| Tax expense | 65,249 | 5,793 | |
| Income attributable to non-controlling interests | (357) | (6,728) | |
| Earnings from associates and joint venture | (20,124) | (51,328) | |
| Cash flow from operating activities before changes in working capital | 461,656 | (12,672) | |
| Decrease/(increase) in trade receivables and other current and non-current receivables | 7,342 | (90,344) | |
| Decrease/(increase) in inventories | 8,237 | (4,543) | |
| Increase/(decrease) in trade payables and other current and non-current payables | 179,749 | 115,696 | |
| Cash flow from operating activities | 656,984 | 8,137 | |
| Interest paid | (41,900) | (4,478) | |
| Interest received | 9,991 | 4,238 | |
| Income tax paid/received | (18,349) | (8,001) | |
| Net cash flow from operating activities | 606,725 | (104) | |
| Investing activities | |||
| Sales of non-current assets | 13,410 | 854 | |
| Purchases of non-current assets | (173,895) | (18,150) | |
| Acquisition of subsidiaries net of cash acquired | (1,351) | 0 | |
| Sale of subsidiaries | 0 | 424 | |
| Acquisition DEME | 5 | 0 | 317,911 |
| Capital increase in investments in associates | 15 | (1,005) | (1,488) |
| Assets held for sale | (766) | 0 | |
| Cash flow from investing activities | (163,607) | 299,551 | |
| Financing activities | |||
| Borrowings | 63,925 | 39,464 | |
| Reimbursements of borrowings | (212,361) | (29,285) | |
| Dividends paid | (29,112) | (15,056) | |
| Transactions with non-controlling shareholders | 5 | 0 | (1,543) |
| Cash flow from financing activities | (177,548) | (6,420) | |
| Net Increase/(Decrease) in cash position | 265,570 | 293,027 | |
| Cash and cash equivalents at start of the year | 21 | 437,334 | 144,262 |
| Exchange rate effects | 597 | 45 | |
| Cash and cash equivalents at end of period | 21 | 703,501 | 437,334 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
Purchases and sales of subsidiaries net of cash acquired do not include entities that are not a business combination (segment Real Estate and PPP-concessions). They are not considered as investment operations and are directly reflected in cash flows from operating activities.
| (in € thousands) | Share capital |
Share premium |
Retained earnings |
Defined benefits pension plans |
Hedging reserves |
Currency translation differences |
Equity at tributable to owners of the parent |
Non-con trolling 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 |
159,878 | (2,568) | (5,776) | (1,948) | 149,586 | (643) | 148,943 | ||
| Dividends paid to shareholders |
(29,112) | (29,112) | (29,112) | ||||||
| Dividends from non controlling interests |
(2,329) | (2,329) | |||||||
| Change in consolidation scope |
2,146 | 2,146 | |||||||
| December 2014 | 41,330 | 800,008 | 488,890 | (8,350) | (6,127) | (2,124) | 1,313.627 | 7,238 | 1,320.865 |
| (in € thousands) | Share capital |
Share premium |
Retained earnings |
Defined benefits pension plans |
Hedging reserves |
Currency translation differences |
Equity at tributable to owners of the parent |
Non-con trolling interests |
Total |
|---|---|---|---|---|---|---|---|---|---|
| December 2012 | 21,375 | 62,551 | 460,306 | (8,101) | (17,673) | 6,154 | 524,612 | 6,227 | 530,839 |
| IFRS11 Amended | (9,177) | (9,177) | |||||||
| After amendment to IFRS11 |
21,375 | 62,551 | 460,306 | (8,101) | (17,673) | 6,154 | 524,612 | (2,950) | 521,662 |
| Comprehensive income for the period |
(81,235) | (3,301) | 17,322 | (6,330) | (73,544) | (6,782) | (80,326) | ||
| Capital increase and acquisition of DEME |
19,955 | 737,457 | (5,620) | 5,620 | 757,412 | 11,367 | 768,779 | ||
| Dividends paid to shareholders |
(15,056) | (15,056) | (15,056) | ||||||
| Dividends from non controlling interests |
(840) | (840) | |||||||
| Change in consolidation scope |
(271) | (271) | 7,269 | 6,998 | |||||
| December 2013 (*) | 41,330 | 800,008 | 358,124 | (5,782) | (351) | (176) | 1,193.153 | 8,064 | 1,201.217 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
The share capital on 31 December 2014 was composed of 25,314,482 ordinary shares. These shares are without any nominal value. The owners of ordinary shares have the right to receive dividends and have one vote per share in Shareholders' General Meetings.
On 26 February 2015, the board of directors proposed a dividend of € 50,629 thousand, corresponding to € 2 gross per share. The final dividend is subject to shareholder approval in the Shareholders' General Meeting, The appropriation of income was not included in the financial statements at 31 December 2014.
The final dividend for the year ended 31 December 2013 was € 1.15 gross per share.
| p. 63 | 1. | General policies | |
|---|---|---|---|
The Board of Directors authorised the publication of the CFE group's consolidated financial statements on 26 February 2015.
The consolidated financial statements should be read in conjunction with the Board of Directors' management report.
On 28 November 2014, Aannemingen Van Wellen NV transferred its buildings activities to Amart SA, a subsidiary of CFE group, and continues its operations in Flanders under the brandname "Atro Brouw". On 1 December 2014, CFE group announced its intention to sell its road activity of the company Aaannemingen Van Wellen NV, i.e. its entire 100% stake in the company, to Willemen group. The transaction of the road activity will be effective on 25 February 2015.
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 constituted 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 by 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").
On 12 August 2014, the company La Réserve Promotions, owned by 33% by CFE group, acquired all shares of LRP Development. This entity is integrated under equity method.
On 5 September 2014, the company CFE Immo, subsidiary of CFE group, acquired a 30% stake in the companies Foncière de Bavière A and Foncière de Bavière C, which purpose is to develop a real-estate project in the Bavière district of Liège.Those entities are integrated under equity method.
On 29 September 2014, the limited company Transportzone Zeebrugge ("TZZ"), hold by 38.9% by CFE group, is dissolved. This entity was integrated under equity method.
On 20 November 2014, the company BPI, subsidiary of CFE group, acquired a 100% stake in the newly created polish entity BPI Wroclaw and having as social purpose the development of real estate projects in Poland. This entity is fully consolidated.
On 11 December 2014, CFE group subsidiary CFE Immo acquired a 33% stake in the company Europea Housing, which purpose is the realisation of the "NEO" project on the Heysel site. This entity is integrated under equity method.
End 2014, CFE group sold its 100% stake in the polish entity BPI Obozowa Retail Estate Sp. Z.o.o. This entity was fully integrated.
On 18 December 2014, CFE Group sold its 50% stake in the entity Turnhout Parking. This entity was integrated under equity method.
During 2014, DEME acquired:
During the second half year 2014, Deme acquired:
Otherwise, during 2014, Deme has sold:
Also, the entities Dalian Soil remediation and DEC Canada respectively owned by 37.45% and 74.9% by DEME were dissolved during 2014.
Finally, the company Fasiver owned by 74.9% since the first half year of 2014, was absorbed by Agroviro and the newly created entity Techno@Green, owned by 100%, was also absorbed, during the first half year of 2014, by the company DEME Concessions Wind.
On 28 January 2013, CFE Group acquired the remaining shares of Elektro Van De Maele NV (35%). This company, which was renamed VMA West NV, is now held at 100%. The consolidation method remains unchanged.
On 28 May 2013, CFE Group decided to exercise its call option on the remaining shares of Brantegem SA, which specialises in HVAC and plumbing installations, and to acquire the remaining shares held outside the Group (35%). Brantegem SA is now held at 100%. The consolidation method remains unchanged.
On 7 June 2013, Prodfroid SA, which specialises in industrial cooling systems and air-conditioning systems, changed its name to Procool SA.
On 28 February 2013, CFE acquired through its subsidiary CLI, and in partnership with other real estate companies, 33.3% of PEF Kons Investment SA in order to develop a project involving offices, shops and housing ("Projet Kons Gallery" in Luxembourg). This company is accounted for under the equity method.
On 1 March 2013, CFE SA acquired 50% of the shares in Rederij Marleen BVBA and Rederij Ishtar BVBA for a real estate operation on land located in Ostend.
On 13 June 2013, CFE Group disposed of its 66% stake in its Property & Facilities Management subsidiary Sogesmaint CB Richard Ellis SA to CBRE. CFE Group also acquired the stake held by Sogesmaint-CB Richard Ellis in its Luxembourg subsidiary and some Property & Facility Management contracts in Belgium.
On 11 October 2013, CFE Group created BPI Obozowa Retail Estate Sp zoo through its subsidiary in Poland. This company is fully consolidated. The purpose is to develop a residential and non- residential building project.
On 22 October 2013, CFE subsidiary BPI acquired an additional 16.7% stake in Erasmus Gardens SA, increasing its stake to 50%.
In 2013, DEME acquired through its subsidiaries:
non-controlling interests in de Vries (6%), taking the total stake to 100%,
an additional 50% stake in Novadeal, taking the total stake to 100%, This company was previously proportionally consolidated and is not fully consolidated,
On 24 December 2013, CFE Group acquired an additional 50% stake in DEME following the fulfilment of conditions precedent relating to the capital increase.
The increase in CFE's capital via a contribution in kind from Ackermans & van Haaren NV (AvH) of 2,256,450 shares in Dredging, Environmental & Marine Engineering NV (DEME), in return for 12,222,222 newly issued CFE shares, as decided beforehand by the extraordinary general meeting of CFE on 13 November 2013, took place on 24 December 2013 following the fulfilment of conditions precedent relating to this capital increase.
Following these operations, CFE has sole control over DEME, having increased its stake from 50% to 100%. This acquisition will allow the development of strong synergies between the group's contracting and dredging activities and will enable the group to reap the full benefit of DEME's international commercial network.
For CFE, the consequence is a change in DEME's consolidation method. DEME was still proportionally consolidated until 24 December 2013, but has been fully consolidated since that date.
None.
The retained accounting principles are the same that the principles used for the yearly consolidated financial statement at December 31, 2013, except for the changes resulting from the application of IFRS 11 Joint arrangements. The impact due the application of this IFRS are described in note 2.1.
The application of these standards does not have a significant impact on the consolidated accounts except for the application of the IFRS 11 Joint arrangements.
The group did not apply early the following standards and interpretations, application of which was not mandatory at 31 December 2014.
IFRS 15 Revenue from Contracts with Customers (applicable for annual periods beginning on or after 1 January 2017 but not yet adopted by the EU)
Improvements to IFRS (2010-2012) (applicable for annual periods beginning on or after 1 February 2015)
Compagnie d'Entreprises CFE SA (hereinafter referred to as the "Company" or "CFE") is a company incorporated and headquartered in Belgium. The consolidated financial statements for the year ended 31 December 2014 include the financial statements of the Company, its subsidiaries, its interests in jointly controlled entities (the "CFE group") and interests in companies accounted for under the equity method.
2.1. CHANGE IN ACCOUNTING METHOD: APPLICATION OF IFRS 10 "CONSOLIDATED FINANCIAL STATEMENTS", OF IFRS 11 AMENDED "JOINT ARRANGEMENTS" AND IFRS 12 "DISCLOSURES OF INTERESTS IN OTHER ENTITIES"
As of 1 January 2014, the group applied the principles described in IFRS 10, IFRS11 and IFRS 12 relating to the scope of consolidation.
IFRS 10 Consolidated Financial Statements replaces IAS 27 and SIC 12 "Consolidation – Special Purpose Entities" for all aspects relating to control and full consolidation procedures. It redefines the notion of control over an entity on the basis of the three criteria:
The three criteria must be met in order to consider that CFE group controls an entity which is then fully integrated.
IFRS 11 Joint Arrangements replaces IAS 31 regarding all aspects relating to the recognition of jointly controlled entities. Joint control is established where decisions relating to the entity's main activities require the unanimous consent of the parties sharing control. Joint arrangements now fall into two categories (joint ventures and joint operations) depending on the nature of the rights and obligations held by each party. This classification is generally determined by the legal form of the project vehicle, by contractual agreements between parties, and if relevant, other facts and circumstances.
the joint operation. The Temporary Associations "Société Momentanées SM/ Tijdelijke Handelsvennootschap THV" established for the Belgian activities of the group are classified among the joint operations.
IFRS 12 "Disclosure of interests in other entities" defines the information to be included in the full-year financial statements with respect to equity interests in subsidiaries, joint arrangements, associates or non-consolidated structured entities.
Due to the retrospectively application of IFRS10 and IFRS 11, the comparative financial statements 2012-2013 and the consolidated statement of income on 31 December 2013 have been restated; only the application of IFRS 11 has a significant impact on the consolidated statements of CFE group. Many entities of the "Real Estate & Management Services" division" as well as of the "Dredging & Environment" division, previously integrated under proportional method are, from this fiscal year, integrated under equity method.
The consolidated statement of financial position for the fiscal year ended on 31 December 2013, the consolidated condensed statement of income, the comprehensive income and the consolidated statement of cash flows have been impacted as follows:
| For the period ended 31 December (in € thousands) | December 2013 Published |
Impact of IFRS 11 |
Decembre 2013 after restastement |
|---|---|---|---|
| Revenue | 2,267,257 | (1,282,374) | 984,883 |
| Revenue from auxiliary activities | 87,925 | (16,284) | 71,641 |
| Purchases | (1,446.118) | 706,388 | (739,730) |
| Remuneration and social security payments | (410,660) | 201,382 | (209,278) |
| Other operating expenses | (300,745) | 176,418 | (124,327) |
| Depreciation and amortisation | (126,670) | 112,231 | (14,439) |
| Business combination – DEME acquisition | 111,624 | 0 | 111,624 |
| Goodwill impairment – DEME | (207,411) | 0 | (207,411) |
| Goodwill impairment – Others | (3,795) | 0 | (3,795) |
| Income from operating activities | (28,593) | (102,239) | (130,832) |
| Earnings from associates and joint venture | 6,953 | 44,403 | 51,356 |
| Operating income | (21,640) | (57,836) | (79,476) |
| Cost of gross financial debt | (26,301) | 26,158 | (143) |
| Other financial expenses & income | (12,895) | 10,344 | (2,551) |
| Net financial income/expense | (39,196) | 36,502 | (2,694) |
| Pre-tax income | (60,836) | (21,334) | (82,170) |
| Income tax expense | (27,317) | 21,524 | (5,793) |
| Net income for the period | (88,153) | 190 | (87,963) |
| Attributable to owners of non-controlling interests | 6,918 | (190) | 6,728 |
| Net income share of the group | (81,235) | 0 | (81,235) |
| Net income of the group per share (EUR) (diluted and basic) | (6.10) | 0 | (6.10) |
| For the period ended 31 December (in € thousands) | December 2013 Published |
Impact of IFRS 11 |
Decembre 2013 after restastement |
|---|---|---|---|
| Net income share of the group | (81,235) | 0 | (81,235) |
| Net income for the period | (88,153) | 190 | (87,963) |
| Changes in fair value related to hedging instruments | 10,395 | 2 | 10,397 |
| Currency translation differences | (3,398) | (192) | (3,590) |
| Deferred taxes | (3,532) | (2) | (3,534) |
| Acquisition of Deme - recyclable reserves restatement | 7,902 | 0 | 7,902 |
| Other elements of the comprehensive income to be reclassified to profit or loss in subsequent periods |
11,367 | (192) | 11,175 |
| Re-measurement on defined benefit plans | (3,538) | 0 | (3,538) |
| Other elements of the comprehensive income not to be reclassified to profit or loss in subsequent periods |
(3,538) | 0 | (3,538) |
| Other elements of the comprehensive income directly accounted in equity | 7,829 | (192) | 7,637 |
| Comprehensive income: | (80,326) | 0 | (80,326) |
| - Attributable to owners of the parent | (73,544) | 0 | (73,544) |
| - Attributable to owners of non-controlling interests | 6,782 | 0 | 6,782 |
| Net income attributable to owners of the parent per share (EUR) (diluted and basic) |
(5.52) | 0 | (5.52) |
| For the period ended 31 December (in € thousands) |
December 2012 Opening 2013 (*) |
Impact of IFRS 11 |
Decembre 2012 After restatement |
December 2013 Published |
Impact of IFRS 11 (**) |
Impact of PPA DEME (***) |
Decembre 2013 After restatement |
|---|---|---|---|---|---|---|---|
| Intangible assets | 12,651 | (6,798) | 5,853 | 19,204 | (6,231) | 92,527 | 105,500 |
| Goodwill | 33,401 | (8,083) | 25,318 | 291,873 | (3,335) | (111,535) | 177,003 |
| Property, plant and equipment | 980,434 | (916,511) | 63,923 | 1,753,779 | (240,904) | 50,476 | 1,563,351 |
| Investment property | 2,056 | (4) | 2,052 | 0 | 0 | 0 | 0 |
| Investments in associates and joint ventures | 18,364 | 386,924 | 405,288 | 39,752 | 96,577 | 19,548 | 155,877 |
| Other non-current financial assets | 56,586 | 1,012 | 57,598 | 96,212 | 19,184 | 0 | 115,396 |
| Derivative instruments – Non-current assets | 0 | 0 | 0 | 286 | 326 | 0 | 612 |
| Other non-current assets | 9,283 | (4,091) | 5,192 | 12,766 | (2,041) | 0 | 10,725 |
| Deferred tax assets | 22,787 | (9,697) | 13,090 | 37,832 | 79,542 | 3,054 | 120,428 |
| Total non-current assets | 1,135,562 | (557,248) | 578,314 | 2,251,704 | (56,882) | 54,070 | 2,248,892 |
| Inventories | 186,534 | (104,126) | 82,408 | 215,883 | (99,871) | 0 | 116,012 |
| Trade and other operating receivables | 732,466 | (286,334) | 446,132 | 1,116,915 | (10,881) | 0 | 1,106,034 |
| Other current assets | 84,240 | (10,111) | 74,129 | 101,030 | (249) | 0 | 100,781 |
| Derivative instruments – Current assets | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Current financial assets | 153 | (46) | 107 | 594 | 0 | 0 | 6,447 |
| Cash and cash equivalents | 260,602 | (116,340) | 144,262 | 474,793 | (37,459) | 0 | 437,334 |
| Total current assets | 1,263,995 | (516,957) | 747,038 | 1,909,215 | (142,607) | 0 | 1,766,608 |
| Total assets | 2,399,557 (1,074,205) | 1,325,352 | 4,160,919 | (199,489) | 54,070 | 4,015,500 | |
| Share capital | 21,375 | 0 | 21,375 | 41,330 | 0 | 0 | 41,330 |
| Share premium | 62,551 | 0 | 62,551 | 800,008 | 0 | 0 | 800,008 |
| Retained earnings | 460,306 | 0 | 460,306 | 358,124 | 0 | 0 | 358,124 |
| Defined benefits pension plans | (8,101) | 0 | (8,101) | (5,782) | 0 | 0 | (5,782) |
| Hedging reserves | (17,673) | 0 | (17,673) | (351) | 0 | 0 | (351) |
| Currency translation differences | 6,154 | 0 | 6,154 | (176) | 0 | 0 | (176) |
| Equity attributable to owners of the parent | 524,612 | 0 | 524,612 | 1,193,153 | 0 | 0 | 1,193,153 |
| Non-controlling interests | 6,227 | (9,177) | (2,950) | 9,935 | (1,871) | 0 | 8,064 |
| Equity | 530,839 | (9,177) | 521,662 | 1,203,088 | (1,871) | 0 | 1,201,217 |
| Retirement benefit obligations and employee benefits |
21,239 | (13,074) | 8,165 | 40,724 | (182) | 0 | 40,543 |
| Provisions | 10,679 | 1,570 | 12,249 | 10,962 | 14,693 | 0 | 25,655 |
| Other non-current liabilities | 70,745 | (37,050) | 33,695 | 53,382 | 39,516 | 0 | 92,898 |
| Bonds | 100,000 | 0 | 100,000 | 199,639 | 0 | 8,982 | 208,621 |
| Financial liabilities | 379,120 | (322,413) | 56,707 | 649,186 | (152,532) | 0 | 496,654 |
| Derivative instruments – Non-current liabilities |
32,853 | (22,323) | 10,530 | 38,603 | (22,251) | 0 | 16,352 |
| Deferred tax liabilities | 13,789 | (731) | 13,058 | 14,775 | 84,643 | 45,088 | 144,505 |
| Total non-current liabilities | 628,425 | (394,021) | 234,404 | 1,007,271 | (36,113) | 54,070 | 1,025,228 |
| Current provisions | 35,820 | 339 | 36,159 | 50,657 | (2,476) | 0 | 48,181 |
| Trade & other operating payables | 689,475 | (364,593) | 324,882 | 1,045,907 | (62,101) | 0 | 983,806 |
| Income tax payable | 21,579 | (10,526) | 11,053 | 78,836 | (12,981) | 0 | 65,855 |
| Current financial liabilities | 181,474 | (170,321) | 11,153 | 407,358 | (61,240) | 0 | 346,118 |
| Derivative instruments – Current liabilities | 4,201 | (2,631) | 1,570 | 2,538 | 13,961 | 0 | 16,499 |
| Other current liabilities | 307,744 | (123,275) | 184,469 | 365,264 | (36,668) | 0 | 328,596 |
| Total current liabilities | 1,240,293 | (671,007) | 569,286 | 1,950,560 | (161,505) | 0 | 1,789,055 |
| Total equity and liabilities | 2,399,557 (1,074,205) | 1,325,352 | 4,160,919 | (199,489) | 54,070 | 4,015,500 |
(*) Amounts adjusted in accordance with IAS 19 Amended "Employee Benefits" as explained in note 2.1 of the Annual Report 2013.
(**) The impact of the application of IFRS 11 leads to a reduction of the balance sheet total of 199,489 thousand euros in 2013 (against a reduction of 1,074,205 thousand euros in 2012), mainly due to the fact that CFE has acaquired the sole controle over DEME in December 2013. Therefore, in December 2012, DEME is integrated under equity method whereas the sub-group is fully integrated in December 2013. Also includes a restatement of the spreading of DEME deferred taxes by legal entity. The impact is a 80,517 thousand euros increase of the section deferred tax assets and liabilities.
(***)Amounts restated in accordance with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013. Restatement describes in note 5 of the Annual Report 2013.
| For the period ended 31 December (in € thousands) |
December 2013 Published |
Impact of IFRS 11 |
December 2013, Revised |
|---|---|---|---|
| Operating activities | |||
| Net income share of the group | (81,235) | 0 | (81,235) |
| Depreciation and amortization of intangible assets, property, plant & equipment and investment property |
126,670 | (112,231) | 14,439 |
| Net provision expense | 6,503 | (1,447) | 5,056 |
| Impairment on current and non-current assets | 101,688 | (231) | 101,457 |
| Unrealized foreign exchange (gains)/losses | 3,274 | (2,860) | 414 |
| Interest income & income from financial assets | (5,448) | 1,266 | (4,182) |
| Interest expense | 31,374 | (26,896) | 4,478 |
| Change in fair value of derivative instruments | (3,083) | 2,413 | (670) |
| Income/(losses) from sales of property, plant & equipment | (2,914) | 2,748 | (166) |
| Tax expense | 27,317 | (21,524) | 5,793 |
| Income attributable to non-controlling interests | (6,918) | 190 | (6,728) |
| Earnings from associates and joint venture | (6,953) | (44,375) | (51,328) |
| Cash flow from operating activities before changes in working capital | 190,275 | (202,947) | (12,672) |
| Decrease/(increase) in trade receivables and other current and non-current receivables |
(123,502) | 33,158 | (90,344) |
| Decrease/(increase) in inventories | (6,479) | 1,936 | (4,543) |
| Increase/(decrease) in trade payables and other current and non-current payables | 39,166 | 76,530 | 115,696 |
| Cash flow from operating activities | 99,460 | (91,323) | 8,137 |
| Interest paid | (31,374) | 26,952 | (4,422) |
| Interest received | 5,448 | (1,266) | 4,182 |
| Income tax paid/received | (8,649) | 648 | (8,001) |
| Net cash flow from operating activities | 64,885 | (64,989) | (104) |
| Investing activities | |||
| Sales of non-current assets | 6,477 | (5,623) | 854 |
| Purchases of non-current assets | (68,554) | 50,404 | (18,150) |
| Acquisition of subsidiaries net of cash acquired | (2,117) | 2,117 | 0 |
| Sale of subsidiaries | 5,358 | (4,934) | 424 |
| Acquisition DEME | 166,702 | 151,209 | 317,911 |
| Capital increase in investments in associates | (247) | (1,241) | (1,488) |
| Cash flow from investing activities | 107,619 | 191,932 | 299,551 |
| Financing activities | |||
| Borrowings | 253,678 | (214,214) | 39,464 |
| Reimbursements of borrowings | (195,949) | 166,664 | (29,285) |
| Dividends paid | (15,056) | 0 | (15,056) |
| Transactions with non-controlling shareholders | (1,543) | 0 | (1,543) |
| Cash flow from financing activities | 41,130 | (47,550) | (6,420) |
| Net Increase/(Decrease) in cash position | 213,634 | 79,393 | 293,027 |
| Cash and cash equivalents at start of the year | 260,602 | (116,340) | 144,262 |
| Exchange rate effects | 557 | (512) | 45 |
| Cash and cash equivalents at end of period | 474,793 | (37,459) | 437,334 |
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) approved by the European Union.
The financial statements are stated in thousands of euros, rounded to the nearest thousand.
Equity instruments and equity derivatives are stated at cost where they do not have a quoted market price in an active market and where other methods of reasonably estimating fair value are clearly inappropriate and/or inapplicable,
Accounting policies are applied consistently,
The financial statements are presented before the appropriation of parent-company income proposed to the Shareholders' General Meeting,
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 as regards the following items:
These estimates assume the operation is a going concern and are made on the basis of the information available at the time, Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates.
The consolidated financial statements include the financial statements of CFE Group and the financial statements of its subsidiaries and the entities on which it has control. CFE Group controls an entity when:
If CFE Group doesn't have the majority of voting rights in an entity, it is presumed to have enough rights to exert power over the entity if it has the ability to manage on its own the core businesses of the entity. CFE Group takes into account all facts and
circumstances when it assess if the voting rights held are enough to give the power to manage the entity, including the followings:
An entity is consolidated from the moment where the Group has control and is removed from the scope of consolidation when the group loses control on the entity. Revenues and expenses of a subsidiary acquired during the period are included in the consolidated income statement from the moment when the group obtained the control until the moment when the control is lost.
If necessary, adjustments are made to statutory accounts of subsidiaries in order to align their accounting methods on the ones used by the Group. All assets and liabilities, equity, revenues, expenses and cashflows related to transactions between group companies are eliminated in the consolidated financial statements.
Changes in the group's interest in a subsidiary that do not result in a loss of control are recognised as equity transactions. The carrying amounts of the group's interests and non-controlling interests are adjusted to reflect changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
When the Group grants an option to sell to the non-controlling interests of a subsidiary (i,e, where the non-controlling interests have a "put"), the related financial liability is deducted initially from non-controlling interests in equity.
Associated companies are those in which the group CFE has significant influence. The significant influence is the power to take part in financial and operating policies of a company without having a control or joint-control on these policies. A joint-venture is an arrangement whereby the parties exerting joint control over the entity have rights to the entity's net assets. A joint-control consist in sharing the control on an entity among different parties based on legal agreements and where all decisions related to core businesses require the agreement of all parties to be taken.
Assets, liabilities, revenues and expenses from joint-ventures and joint-operations are accounted for under the equity method in the consolidated financial statements unless the interests in the associate is, partly or fully, classified as held-for-sale. In that case, it is accounted for in accordance with IFRS 5. Under the equity method, an investment in a joint-venture or joint-arrangement is firstly recorded at cost in the consolidated financial statement and then adjusted to record the share of the group in the net result and in the comprehensive income of the associate. If the interest in the losses of an associate is higher than its investment, CFE Group does not record its share in the future losses.
Additional losses are recorded only if there is an obligation (legal or not) to give financial support to the entity.
Interests in joint-ventures or joint-arrangements are accounted for under the equity method from the date when the entity become a joint-venture or joint-arrangement. At the acquisition of the interest, any surplus between the cost of the investment and the share in the fair value of net assets of the entity is recorded as goodwill included in the carrying amount of the investment. Any surplus between the share of the group in the fair value of net assets and the cost of the investment after remeasurement is immediately recorded in the income statement during the period of acquisition of the investment.
A joint operation is a joint arrangement in which the parties (joint operators) have direct rights over the assets and direct obligations with respect to the entity's liabilities. A joint-control consist in sharing the control on an entity among different parties based on legal agreements and where all decisions related to core businesses require the agreement of all parties to be taken. When a CFE Group entity starts activity in a joint operation, CFE recognises in relation to its interest in the joint operation:
Transactions in currencies other than the euro are recognised at the exchange rate on the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the closing rate. Gains and losses resulting from the creation of foreign currency transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Non-monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate on the transaction date.
The assets and liabilities of CFE group companies whose functional currencies are other than the euro are translated into euros at the exchange rate on the balance sheet date. Income statements of foreign entities, excluding foreign entities in hyperinflationary economies, are translated into euros at an average exchange rate for the year (approximating the foreign exchange rates prevailing at the dates of the transactions).
Components of shareholders' equity are translated at historical rates.
Translation differences arising from this translation are recognised in the comprehensive income and these differences are recognised in the income statement in the year during which the entity is sold or liquidated.
| Devises | 2014 closing rate |
2014 average rate |
2013 closing rate |
2013 average rate |
|---|---|---|---|---|
| Polish zloty | 4.283 | 4.186 | 4.156 | 4.196 |
| Hungarian forint | 315.588 | 308.690 | 297.146 | 296.850 |
| US dollar | 1.210 | 1.328 | 1.379 | 1.328 |
| Singapore dollar | 1.600 | 1.682 | 1.745 | 1.662 |
| Qatari rial | 4.407 | 4.837 | 5.021 | 4.837 |
| Romanian leu | 4.483 | 4.443 | 4.473 | 4.418 |
| Tunisian dinar | 2.257 | 2.253 | 2.268 | 2.161 |
| CFA franc | 655.957 | 655.957 | 655.957 | 655.957 |
| Australian dollar | 1.483 | 1.473 | 1.545 | 1.378 |
| Nigerian naira | 221.448 | 219.138 | 211.514 | 220.555 |
| Morrocan Dirham | 10.981 | 11.165 | 11.168 | 11.2487 |
| Turkish Lira | 2.820 | 2.904 | 2.533 | 2.956 |
Units of foreign currency per euro
Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding are recognised in the income statement as an expense as incurred.
Expenditures on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, are capitalised if the product or process is technically and commercially feasible, the company has sufficient resources to complete development and the expenses can be reliably identified.
Capitalised expenditure includes all costs directly attributable to the asset necessary for its creation, production and preparation in view of its intended use. Other development expenditures are recognised as an expense as incurred.
Capitalised development expenditures are stated at cost less accumulated amortisation (see below) and impairment.
Other intangible assets acquired by the company are stated at cost less accumulated amortisation (see below) and impairment. Expenditure on internally generated goodwill and brands is recognised as an expense as incurred.
Subsequent expenditure on capitalised intangible assets is capitalised only when it enables the assets to generate future economic benefits over and above the performance level defined at the outset. All other expenditures are expensed as incurred.
Intangible assets are amortised using the straight-line method over their estimated useful lives at the following rates:
Acquisitions of subsidiaries and companies are accounted for using the acquisition method. The consideration transferred in relation to a business combination is measured at fair value, and expenses related to the acquisition are generally taken to income when incurred.
When consideration transferred by the group in relation to a business combination includes contingent consideration, this contingent consideration is measured at its fair value on the acquisition date. Changes in the fair value of contingent consideration that relate to adjustments in the measurement period (see below) are recognised retrospectively; other changes in the fair value of the contingent consideration are recognised in the income statement.
In a business combination that takes place in stages, the group must remeasure the stake it previously held in the acquired company at fair value on the date of acquisition (i.e. the date on which the group obtained control) and recognise any gain or loss in net income.
On the date of acquisition, identifiable assets acquired and liabilities assumed are recognised at fair value on that date with the exception of:
• deferred tax assets or liabilities and assets and liabilities related to employee benefit arrangements, which are
recognised and measured in accordance with IAS 12 (Income Taxes) and IAS 19 (Employee benefits) respectively;
If the initial recognition of a business combination is unfinished at the end of the financial reporting period during which the business combination occurs, the group must present provisional amounts relating to the items for which recognition is unfinished. These provisional amounts are adjusted during the measurement period (see below), or the additional assets or liabilities are recognised to take into account new information obtained about the facts and circumstances prevailing at the acquisition date and which, if they had been known, would have had an impact on the amounts recognised at that date.
Adjustments in the measurement period are a consequence of additional information about the facts and circumstances prevailing at the date of acquisition obtained during the "measurement period" (maximum of one year from the acquisition date).
Goodwill arising from a business combination is recognised as an asset on the date on which control was obtained (the acquisition date). Goodwill is measured as the excess of consideration transferred, non-controlling interests in the acquired company and the fair value of the stake already owned by the group in the acquired company (if any) over the net amount of identifiable assets acquired and liabilities assumed on the acquisition date.
Non-controlling interests are initially measured either at fair value, or at the non-controlling interests' share of the acquiree's recognised identifiable net assets. The basis of measurement is selected on a transaction-by-transaction basis.
Goodwill is not amortised, but is subject to impairment tests taking place annually or more frequently if there is an indication that the cash-generating unit to which it is allocated (generally a subsidiary) could have suffered a loss of value. Goodwill is expressed in the currency of the subsidiary to which it relates. If the recoverable amount of the cash-generating unit is less than its carrying amount, the loss of value is first charged against any goodwill allocated to this unit, and then to any other assets of the unit in proportion to the carrying amount of each of the assets included in the unit. Goodwill is stated on the balance sheet at cost less impairment. Impairment of goodwill is not reversed in future periods. When a subsidiary is divested from the group, the resulting goodwill and other comprehensive income relating to the subsidiary are taken into account in determining the net gain or loss on disposal.
For companies accounted for under the equity method, the carrying amount of goodwill is included in the carrying amount of the investment in such companies.
If the net balance, at the acquisition date, of identifiable assets acquired and liabilities assumed is higher than the sum of the consideration transferred, non-controlling interests in the acquiree and the fair value of the stake in the acquiree previously owned by the group (if any), the surplus is recognised immediately in the income statement as a gain from a bargain purchase.
All property, plant and equipment are recorded in assets only when it is probable that future economic benefits will accrue to the entity and if its cost can be measured reliably. These criteria are applicable at initial recognition and in relation to subsequent expenditure.
All property, plant and equipment are recorded at historical cost less accumulated depreciation and impairment losses.
Historical cost includes the original purchase price, borrowing costs incurred during the construction period, and related direct costs (e,g, non recoverable taxes and transport costs). The cost of self-constructed assets includes the cost of materials, direct labour costs and an appropriate proportion of production overheads.
Subsequent expenditure is capitalised only when it increases the future economic benefits resulting from the item of property, plant and equipment. Repairs and maintenance costs that do not increase the future economic benefits of the asset to which they relate, are expensed as incurred.
Depreciation is calculated from the date the asset is available for use, according to the straight-line method and over the estimated economic useful life of the asset:
| trucks: | 3 years |
|---|---|
| other vehicles: | 3-5 years |
| other equipment: | 5 years |
| IT hardware: | 3 years |
| office equipment: | 5 years |
| office furniture: | 10 years |
| buildings: | 25-33 years |
| cutter dredgers and suction dredgers: |
18 years with residual value of 5% |
| floating dredgers and navigator boats: |
25 years with residual value of 5% |
| landing stages, boats, ferries and boosters: |
18 years without residual value |
| cranes: | 12 years with residual value of 5% |
| excavators: | 7 years without residual value |
| pipes: | 3 years without residual value |
|---|---|
| chains and site installations: | 5 years |
| various site equipment: | 5 years |
Land is not depreciated as it is deemed to have an indefinite life.
Borrowing costs directly linked to the acquisition, construction or production of an asset that requires a long time of preparation are included in the cost of the asset.
The acquisition cost is divided into two parts: a vessel component (92% of the acquisition cost), which is depreciated using the straight-line method and a depreciation rate that depends on the kind of vessel, and a maintenance component (8% of the purchase), which is depreciated over 4 years using the straightline method.
When a vessel is acquired, spare parts are capitalised as a proportion of the purchase up to a maximum of 8% of the total vessel acquisition cost (100%), and are depreciated using the straightline method over the remaining useful life from the date the asset is available for use.
Certain repairs are capitalised and depreciated using the straight-line method over 4 years from the time the vessel starts sailing again.
An investment property is a property held to generate rent, to achieve capital appreciation or both.
An investment property is different from an owner- or tenant-occupied property since it generates cash flows that are independent of the company's other assets.
Investment properties are measured on the balance sheet at cost, including borrowing costs incurred during the construction period, less depreciation and impairment.
Depreciation is calculated from the date the asset is available for use, according to the straight-line method and at a rate corresponding to the estimated economic useful life of the asset.
Land is not depreciated as it is deemed to have an indefinite life.
Where a lease transfers substantially all of the benefits and risks inherent in the ownership of an asset, it is regarded as a finance lease.
Assets held through finance leases are recognised at the lower of the present value of the minimum lease payments estimated at inception of the lease, or the fair value of the assets less accumulated depreciation and impairment losses.
Each lease payment is allocated between repayment of the debt and an interest charge, so as to achieve a constant rate of interest on the debt throughout the lease period. The corresponding obligations, net of finance charges, are recognised under financial debts. The interest element is expensed over the lease period.
Property, plant and equipment acquired under finance leases are depreciated over their useful lives or the term of the lease if the lease does not specify transfer of ownership at the end of the lease period.
Leases where the lessor retains all the benefits and risks inherent in owning the asset are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the term of the lease.
When an operating lease is terminated before the lease period has expired, any compensation paid to the lessor is recognised as an expense in the period in which termination takes place.
Each category of investment is recognised at its acquisition date.
This category includes available-for-sale shares in companies over which the CFE group has neither significant influence nor control. This is generally the case where the group owns fewer than 20% of the voting rights. Such investments are recognised at their fair value unless fair value cannot be reliably determined, in which case they are recognised at cost less impairment losses.
Impairment losses are taken to income. Changes in fair value are recorded in the comprehensive income. When an investment is sold, the difference between the net disposal proceeds and the carrying amount is taken to income.
Investments in debt securities are classified as held-for-trading financial assets and are measured at their amortised cost, determined on basis of the "effective interest rate method". The effective interest rate method is used to calculate the amortised cost of a financial asset or liability and to allocate interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts over the future expected life of the financial instrument or, where appropriate, a shorter period, in order to obtain the net book value of the asset or financial liability. Gains or losses are recognised in the income statement. Impairment losses are taken to income.
Other investments held by the company are classified as being available-for-sale and are recognised at fair value. Gains or losses resulting from a change in the fair value of these financial assets are taken to equity. Impairment losses are taken to income.
See section (L).
Derivative instruments are recognised at fair value through profit and loss unless there is documentation supporting hedge accounting (see section X).
Inventories are measured at the lower of weighted average cost and net realisable value.
The cost of finished products and work in progress comprises raw materials, other production materials, direct labour, other direct costs, borrowing costs incurred where the asset involves a long period of construction, and an allocation of fixed and variable production overheads based on the normal capacity of production facilities.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated completion costs and costs to sell.
Trade receivables are carried at cost less impairment losses. At the end of the accounting period, impairment losses are recognised on receivables where settlement is uncertain.
Where the profit or loss of a construction contract can be estimated reliably, contract revenue and expenses, including borrowing costs incurred where the contract exceeds the accounting period, are recognised in the income statement in proportion to the contract's percentage of completion at the closing date. The percentage of completion is calculated using the "cost to cost" method. An expected loss on the construction contract is immediately expensed.
Under the percentage of completion method, contract revenue is recognised as revenue in the income statement in the accounting periods in which the work is performed. Contract costs are recognised as an expense in the income statement in the accounting periods in which the work to which they relate is performed.
Costs incurred that relate to future activities on the contract are capitalised if it is probable that they will be recovered.
The CFE group has taken the option to present information related to construction contracts separately in the notes, but not on the balance sheet.
Cash and cash equivalents include cash and time deposits with an original maturity date of less than three months.
The carrying amounts of non-current assets - other than financial assets that fall within the scope of IAS 39, deferred tax assets and non-current assets held for sale - are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. For intangible assets with an indefinite useful life and goodwill, the recoverable amount is estimated at each balance sheet date. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit
exceeds its recoverable amount. Impairment losses are taken to income.
The recoverable amount of receivables and held-to-maturity investments is the present value of future cash flows, discounted at the original effective interest rate applicable to these assets.
The recoverable amount of other assets is the greater of fair value less costs to sell and value in use. Value in use is the present value of estimated future cash flows.
In assessing value in use, estimated future cash flows are discounted using a pre-tax interest rate that reflects both current market interest rates and risks specific to the asset.
For assets that do not generate cash flows themselves, the recoverable amount is determined for the cash-generating units to which the assets belong.
An impairment loss in respect of receivables or held-to-maturity investments is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised.
Impairment losses in respect of goodwill are never reversed. Impairment losses on other assets are only reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss can only be reversed to the extent that the asset's carrying amount, which has increased subsequent to the impairment, does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
When CFE shares are bought by the company or a CFE group company, the amount paid, including costs directly attributable to the purchase, is deducted from equity. Proceeds from selling shares are directly included in equity, with no impact on the income statement.
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
The amount recognised as provisions corresponds to the best estimate of the necessary expenditure to settle the current obligation at the balance sheet date. This estimate is obtained by using a pre-tax interest rate that reflects current market rates and the risks specific to the liability.
Provisions for restructuring are recognised when the company has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Provisions are not set aside for costs relating to the company's normal continuing activities.
Current provisions are provisions directly linked to each business line's own operating cycle, whatever the expected time of settlement of the obligation.
Provisions for after-sales service cover CFE group entities' commitments under statutory warranties relating to completed projects. They are estimated statistically on the basis of expenses incurred in previous years or individually on the basis of specifically identified problems. Provisions for after-sales services are recognised from the time that works begin.
A provision for onerous contracts is recognised when the expected benefits to be derived by the company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
Provisions for disputes connected with operations mainly relate to disputes with customers, subcontractors, joint contractors or suppliers. Provisions for other current liabilities mainly comprise provisions for late delivery penalties and for other risks related to operations.
Non-current provisions correspond to provisions not directly linked to the operating cycle and whose maturity is generally greater than one year.
Post-employment benefits include pension plans and life insurance.
The company operates a number of defined-benefit and defined-contribution pension plans throughout the world. The assets of these plans are generally held by separate institutions and are generally financed through contributions from the subsidiaries concerned and from employees. These contributions are determined on basis of recommendations from independent actuarial.
Post-employment benefits are either funded or non-funded.
Contributions to these pension plans are recognised as an expense in the income statement when incurred.
For these pension plans, costs are estimated separately for each plan using the projected unit credit method. The projected unit credit method considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately.
Under this method, the cost of providing pensions is charged to the income statement so as to spread the cost evenly over the remaining careers of employees covered by the plan, in accordance with the advice of actuaries who carry out a full assessment of these plans every year. The amounts charged to the income statement consist of current service cost, interest cost, the expected return on plan assets and past service cost.
The pension obligations recognised on the balance sheet are measured as the present value of the estimated future cash outflows, discounted at a rate corresponding to the yield on highquality corporate bonds with a maturity similar to that of the pension obligations, less any unrecognised past service costs and the fair value of plan assets.
Actuarial gains and losses are calculated separately for each defined-benefit plan. Actuarial gains and losses comprise the effects of differences between actuarial assumptions and actual figures, and the effects of changes in actuarial assumptions.
Actuarial gains and losses on assets or liabilities relating to post-employment benefits and resulting from experience adjustments and/or changes in actuarial assumptions are immediately taken to equity in the period in which they arise. These gains, losses and changes in the extent of recognised assets are presented in the statement of comprehensive income.
Interest expenses resulting from the accretion effect relating to pension obligations and similar liabilities, and financial income resulting from the expected return on plan assets, are recognised in the income statement under financial items.
The introduction of or changes to a new post-employment benefit plan or other long-term plans may increase the present value of the obligation with respect to defined-benefit plans for services rendered in previous periods, i.e. the past service cost. The past service cost related to post-employment benefit plans is recognised in income on a straight-line basis over the average period until the related benefits are received by employees. Benefits received after the adoption of or changes to a post-employment benefit plan, and past service costs relating to other long-term benefits, are immediately taken to income.
Actuarial calculations related to post-employment obligations and other long-term benefits are carried out by independent actuaries.
Bonuses granted to company employees and senior executives are based on targets relating to key financial indicators. The estimated amount of bonuses is recognised as an expense in the year to which they relate.
Interest-bearing borrowings are recognised at their initial amount less attributable transaction costs. Any difference between this net amount (after transaction costs) and repayment value is recognised in the income statement over the life of the loan, using the effective interest-rate method. See section J 2.1 for the definition of this method.
Derivative instruments are recognised at fair value through profit and loss unless there is documentation supporting hedge accounting (see section X).
Trade and other current payables are measured at nominal value.
Income tax for the period comprises current and deferred tax. Income tax is recognised on the income statement except to the extent that it relates to items recognised directly in equity or in comprehensive income. In this case, deferred tax is also recognised directly in equity or in comprehensive income.
Current tax is the expected tax payable on the taxable income for the period and any adjustment to tax paid or payable in respect of previous years. It is calculated using tax rates in force at the balance sheet date.
Deferred tax is calculated using the liability method for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Tax rates in force at the closing date are used to calculate deferred tax assets and liabilities.
Under this method, in the event of a business combination, the company is required to make a provision for deferred tax on the difference between the fair value of net assets acquired and their tax base.
The following temporary differences are not provided for: goodwill that is not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. A deferred tax asset is reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Revenue from a construction contract includes the initial amount of revenue defined in the contract and variations in the work specified by the contract, claims and performance bonuses to the extent that it is probable that these will generate revenue and that they can be reliably measured.
Contract revenue is measured at the fair value of the consideration received or receivable. A variation may lead to an increase or a decrease in contract revenue.
A variation is an instruction by the customer for a change in the scope of the work to be performed under the contract.
A variation is included in contract revenue when it is probable that the client will approve the variation and that amount of revenue resulting from this variation can be reliably measured.
Performance bonuses form part of contract revenue when the contract's percentage of completion is such that it is probable that the specified performance level will be reached or exceeded and that the amount of the performance bonus can be reliably measured.
Contract revenue is recognised according to the percentage of completion of the contract activity at the closing date (calculated as the proportion of contract costs at the closing date and the estimated total contract costs).
An expected loss on a construction contract is immediately recognised.
In relation to the sale of goods and property, revenue is recognised when the material risks and rewards of ownership have been transferred to the buyer in substance, and no uncertainty remains regarding the recovery of the amounts due, associated costs or the possible return of goods.
Rental income and fees are recognised on a straight-line basis over the term of the lease.
Financial income comprises interest receivable on investments, dividends, royalties, foreign exchange gains and gains on hedging instruments that are recognised on the income statement.
Interest, royalties and dividends arising from the use of the company's resources by third parties are recognised when it is probable that the economic benefits associated with the transaction will flow to the company and the revenue can be measured reliably.
Interest income is recognised as it accrues (taking into account the passing of time and the effective return on the asset) unless collectability is in doubt. Royalty income is recognised on an accrual basis in accordance with the substance of the relevant agreement. Dividend income is recognised on the income statement on the date that the dividend is declared.
A government grant is recognised in the balance sheet initially as deferred income where there is reasonable assurance that it will be received and that the company will comply with the conditions attached to it. Grants that compensate the company for expenses incurred are systematically recognised as revenue on the income statement during the period in which the corresponding expenses are incurred.
Grants that compensate the company for the cost of an asset are systematically recognised on the income statement as revenue over the useful economic life of the asset. These grants are deducted from the value of the related asset.
Financial expenses comprise interest payable on borrowings, foreign exchange losses, and losses on hedging instruments that are recognised on the income statement.
All interest and other costs incurred in connection with borrowings, except those which were eligible to be capitalised, are taken to income as financial expenses. The interest expense component of finance lease payments is recognised in the income statement using the effective interest rate method.
Research, advertising and promotional costs are expensed in the year in which they are incurred. Development costs and IT systems development costs are expensed in the year in which they are incurred if they do not meet the criteria for capitalisation.
The company uses derivative financial instruments primarily to reduce exposure to adverse fluctuations in interest rates, foreign exchange rates, commodity prices and other market risks. The company's policy prohibits the use of derivatives for speculation.
The company does not hold or issue derivative financial instruments for trading purposes. However, derivatives which do not qualify as hedging instruments as defined by IAS 39 are presented as instruments according IAS 39 held for trading. Derivative financial instruments are recognised initially at cost. Subsequent to initial recognition, derivative financial instruments are measured at fair value. Recognition of any resulting unrealised gain or loss depends on the nature of the derivative and the effectiveness of the hedge.
The fair value of interest-rate swaps is the estimated amount that the company would receive or pay when exercising the swaps at the closing date, taking into account current interest rates and the solvency of the swap counterparty.
The fair value of a forward exchange contract is the quoted value at the closing date, and therefore the present value of the quoted forward price.
Where a derivative financial instrument hedges variations in cash flows relating to a recognised liability, a firm commitment or an expected transaction, the effective part of any gain or loss resulting from the derivative financial instrument is recognised directly in equity.
When the firm commitment or the expected transaction results in the recognition of an asset or liability, the cumulative gain or loss is removed from the comprehensive income and is declared under a separate reserve in the equity.
Otherwise, the cumulative gain or loss is removed from equity and recognised in the income statement at the same time as the hedged transaction.
The ineffective part of any gain or loss on the financial instrument is taken to income. Gains or losses resulting from the time value of financial derivative instruments are recognised in the income statement.
When a hedging instrument or hedge relationship expires but the hedged transaction is still expected to occur, the cumulative unrealised gain or loss (at that point) remains in equity and is recognised in accordance with the above policy when the transaction occurs.
If the hedged transaction is expected not to occur, the cumulative unrealised gain or loss recognised in equity is immediately taken to income.
Where a derivative financial instrument hedges variations in the fair value of a recognised receivable or payable, any gain or loss resulting from the remeasurement of the hedging instrument is recognised in the income statement. The hedged item is also stated at the fair value attributable to the risk hedged, with any gain or loss being recognised in the income statement.
The fair value of hedged items, in respect of the risk hedged, is their carrying amount at the balance-sheet date translated into euro at the exchange rate at that date.
Where a foreign currency liability hedges a net investment in a foreign entity, translation differences arising on the translation of the liability into euro are recognised directly in "currency translation differences" under shareholders' equity.
Where a derivative financial instrument hedges a net investment in a foreign operation, the effective portion of the gain or the loss on the hedging instrument is recognised directly in "currency translation differences" under shareholders' equity, and the ineffective portion is taken to income.
A segment is a distinguishable component of the CFE group that generates revenues and incurs expenses and whose operating income and losses are regularly reviewed by management in order to take decisions or determine its performance. The CFE group consists of four operating segments: Contracting, Real Estate, Dredging & Environment and PPP-Concessions.
Stock options are measured at fair value on the grant date. This fair value is expensed using the straight-line method over the options' vesting period, based on an estimate of the number of options that will finally vest.
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 joint control with another entity are consolidated under equity method. This relates in particular to Rent-A-Port, Locorail SA and some entities in the Real Estate division and the Dredging and environment division.
Companies over which the Group exercises significant influence are accounted for under the equity method. This mainly concerns Coentunnel Company BV, PPP Schulen Eupen SA, Van Maerlant Offices SA, Van Maerlant Property I SA & II SPRL, Van Maerlant Residential SA and C-Power NV within DEME.
DEME is integrated under equity method until 31 December 2013 as regards income for the year, whereas its balance-sheet items are fully consolidated as of 31 December 2013.
| Number of entities | 2014 | 2013 |
|---|---|---|
| Full consolidation | 164 | 154 |
| Equity method | 110 | 103 |
| Total | 274 | 257 |
Reciprocal operations and transactions relating to assets and liabilities and income and expenses between companies that are consolidated or accounted for under the equity method are eliminated in the consolidated financial statements. This is done:
In most cases, the functional currency of companies and establishments is their local currency.
The financial statements of foreign companies of which the functional currency is different from that used in preparing the Group's consolidated financial statements are translated at the closing rate for balance-sheet items and at the average rate for the period for income-statement items. Any resulting translation differences are recognised under translation differences in consolidated reserves. Goodwill relating to foreign entities is considered as comprising part of the assets and liabilities
acquired and is therefore translated at the exchange rate in force at the balance sheet date.
Transactions in foreign currency are translated into euros at the exchange rate on the transaction date. At the balance sheet date, financial assets and monetary liabilities denominated in foreign currencies are translated at the closing rate. Resulting exchange gains and losses are recognised under foreign exchange gains and losses and are shown under other financial income and other financial expense in the income statement.
Foreign exchange gains and losses arising on loans denominated in foreign currency or on foreign exchange derivatives used to hedge stakes in foreign subsidiaries are recorded in currency translation differences under equity.
Segment reporting is presented in respect of the group's operating segments. Segment profits, losses, assets and liabilities include items that can be attributed directly to a segment or allocated on a reasonable basis.
The board of directors of CFE decided to create a contracting segment which groups all the activities previously presented under the Construction, Multitechnics and Rail&Road segments. The segment information presented in the annual report reflects this new organization.
In the past, the CFE group consisted of six operating segments: Construction, Real Estate development and associated services, Multitechnics, Rail & Road, PPP-Concessions and Dredging & Environment. From 2014, the CFE group is made up of four operating segments which are:
The Dredging & Environment division – through DEME, which has been 100%-owned by CFE since 24 December 2013 – operates in dredging (investment dredging and maintenance dredging), the treatment of polluted earth and sludge, and marine engineering.
Consolidated income-statement and cash flow data for 2013 only take into account 50% of DEME's activity. However, data relating to the consolidated statement of financial position at 31 December 2013 include DEME's assets and liabilities at 100%. The same is true for the order book.
In the Construction division, the Contracting segment operates in:
buildings (offices, industrial buildings, housing, renovation and refurbishment work);
electricity projects in the service sector (offices, hospitals, car parks etc.) and
The Real Estate segment develops real estate projects by taking a "developer-builder" approach, in association with the Construction division. In addition, through specific subsidiaries, the division provides services related to its core business, i.e. project management and buildings management and maintenance.
The PPP-Concessions division was set up to handle the emergence of major public-private partnership (PPP) contracts.
The accounting principles used in segment reporting are the same as these used in the preparation of the consolidated financial statements (see note 2).
| (in € thousands) | Revenue | Income from operating activities | Operating income (EBIT) | Financial income | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 (*) | 2014 | % Revenue |
2013 (*) | % Revenue |
2014 | % Revenue |
2013 (*) | % Revenue |
2014 | 2013 (*) | |
| Contracting | 1,073,297 970,984 | 637 | 0.06% | (27,608) | (2.84%) | (7,542) | (0.70%) (29,453) | (3.03%) | (1,525) | (2,765) | ||
| Real Estate | 45,650 | 18,843 | 5,693 | 12.47% | 4,723 | 25.07% | 7,090 | 15.53% | 3,749 | 19.90% | (2,261) | (1,955) |
| PPP-Concessions | 754 | 717 | (45) | (5.97%) | (1,457) | (203.21%) | 2,473 327.98% | 739 103.07% | (224) | 130 | ||
| Dredging and environment |
2,419,656 | 0 223,524 | 9.24% | 0 | - 248,889 | 10.29% | 55,172 | - (23,232) | ||||
| Correction DEME |
(6,772) | 105 | (7,749) | (3,088) | 12,540 | |||||||
| Holding | (1,719) | (7,421) | (1,719) | (7,421) | (1,051) | 1,866 | ||||||
| Eliminations between segments |
(28,809) | (5,661) | (502) | 408 | (502) | 408 | ||||||
| Total recurring elements |
3,510,548 984,883 | 220,816 | 6.29% | (31,250) | (3.17%) 240,940 | 6.86% | 20,106 | 2.04% (15,753) (2,694) | ||||
| DEME non recurring elements |
(95,787) | (95,787) | ||||||||||
| Other non recurring elements |
(417) | (3,795) | (417) | (3,795) | ||||||||
| Total consolidated |
3,510,548 984,883 220,399 | 6.28% (130,832) | (13.28%) 240,523 | 6.85% (79,476) (8.07%) (15,753) (2,694) |
| (in € thousands) | Taxes | Net income of the group | Non-cash items | EBITDA | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 (*) | 2014 | % | 2013 (*) | % | 2014 | 2013 (*) | 2014 | % | 2013 (*) | % | |
| Revenue | Revenue | Revenue | Revenue | |||||||||
| Contracting | (6,637) (5,577) | (14,474) | (1.35%) (37,676) | (3.88%) | 26,248 | 17,484 | 26,883 | 2.50% (10,124) | (1.04%) | |||
| Real Estate | (553) | (13) | 4,276 | 9.37% | 1,825 | 9.69% | (251) | 59 | 5,442 | 11.92% | 4,782 | 25.38% |
| PPP-Concessions | 2,249 298.28% | 868 121.06% | 115 | 70 | 9.28% | (1,457) (203.21%) | ||||||
| Dredging and environment |
(56,569) | 0 | 168,991 | 6.98% | 54,542 | - | 220,110 | 0 | 443,624 | 18.33% | - | |
| Correction DEME |
(1,684) | (36) | 2,356 | - | (2,493) | - | 8,960 | 0 | 2,188 | - | 105 | - |
| Holding | 84 | (22) | (2,711) | (5,605) | 3,499 | 3,932 | 1,780 | (3,489) | ||||
| Eliminations between segments |
110 | (145) | (392) | 263 | (502) | 408 | ||||||
| Total recurring elements |
(65,249) (5,793) | 160,295 | 4.57% | 11,724 | 1.19% | 258,671 | 21,475 | 479,485 | 13.66% (9,775) | (0.99%) | ||
| DEME non recurring elements |
(89,164) | 95,787 | ||||||||||
| Other non recurring elements |
(417) | (3,795) | 417 | 3,795 | ||||||||
| Total consolidated |
(65,249) (5,793) | 159,878 | 4.55% (81,235) | (8.25%) | 259,088 121,057 | 479,485 | 13.66% (9,775) | (0.99%) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
If the acquisition of the remaining 50% of DEME had occured on 1 January 2013, the Group consolidated pro forma results would have been as follows:
| (in € thousands) | Revenue | Income from operating activities | Operating income (EBIT) | Financial income | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 Pro forma |
2014 | % Revenue |
2013 Pro forma |
% Revenue |
2014 | % Revenue |
2013 Pro forma |
% Revenue |
2014 | 2013 Pro forma |
|
| Contracting | 1,073,297 | 970,984 | 635 | 0.06% (27,608) | (2.84%) | (7,544) | (0.70%) (29,453) | (3.03%) | (1,525) | (2,765) | ||
| Real Estate | 45,650 | 18,843 | 5,693 | 12.47% | 4,723 | 25.07% | 7,090 | 15.53% | 3,749 | 19.90% | (2,261) | (1,955) |
| PPP-Concessions | 754 | 717 | (45) | (5.97%) | (1,457) (203.21%) | 2,473 327.98% | 739 103.07% | (224) | 130 | |||
| Dredging and environment |
2,419,656 2,361,243 223,524 | 9.24% 280,961 | 11.90% 248,889 | 10.29% 206,819 | 8.76% (23,232) (53,508) | |||||||
| Correction DEME |
(6,772) | (4,624) | (7,749) | (4,624) | 12,540 | |||||||
| Holding | (1,719) | (7,421) | (1,719) | (7,421) | (1,051) | 1,866 | ||||||
| Eliminations between segments |
(28,809) | (5,661) | (502) | 408 | (502) | 408 | ||||||
| Total recurring elements |
3,510,548 3,346,126 220,814 | 6.29% 244,982 | 7.32% 240,938 | 6.86% 170,217 | 5.09% | (15,753) (56,202) | ||||||
| DEME non recurring elements |
(95,787) | (95,787) | ||||||||||
| Other non recurring elements |
(417) | (3,795) | (417) | (3,795) | ||||||||
| Total consolidated |
3,510,548 3,346,126 220,397 | 6.28% 145,400 | 4.35% 240,521 | 6.85% | 70,635 | 2.11% | (15,753) (56,202) |
| (in € thousands) | Taxes | Net income of the group | Non-cash items | EBITDA | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 Pro forma |
2014 | 2013 Pro forma |
% Revenue |
2013 Pro forma |
2014 | 2013 Pro forma |
2014 | % Revenue |
2013 Pro forma |
% Revenue |
|
| Contracting | (6,637) | (5,577) (14,474) | (1.35%) (37,676) | (3.88%) | 26,248 | 17,484 | 26,883 | 2.50% (10,124) | (1.04%) | |||
| Real Estate | (553) | (13) | 4,276 | 9.37% | 1,825 | 9.69% | (251) | 59 | 5,442 | 11.92% | 4,782 | 25.38% |
| PPP-Concessions | 2,249 298.28% | 868 121.06% | 115 | 70 | 9.28% | (1,457) (203.21%) | ||||||
| Dredging and environment |
(56,569) (50,272) 168,991 | 6.98% | 109,082 | 4.62% | 220,110 194,400 | 443,624 | 18.33% | 475,361 | 20.13% | |||
| Correction DEME |
(1,684) | 650 | 2,356 | (3,224) | 8,960 | 2,188 | (4,624) | |||||
| Holding | 84 | (22) | (2,711) | (5,605) | 3,499 | 3,932 | 1,780 | (3,489) | ||||
| Eliminations between segments |
110 | (145) | (392) | 263 | (502) | 408 | ||||||
| Total recurring elements |
(65,249) (55,379) 160,295 | 4.57% | 65,533 | 1.96% | 258,671 215,875 | 479,485 | 13.66% 460,857 | 13.77% | ||||
| DEME non recurring elements |
(89,164) | 95,787 | ||||||||||
| Other non recurring elements |
(417) | (3,795) | 417 | 3,795 | ||||||||
| Total consolidated |
(65,249) (55,379) 159,878 | 4.55% (27,426) | (0.82%) | 259,088 531,332 | 479,485 | 13.66% 460,857 | 13.77% |
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Belgium | 1,055,937 | 719,352 |
| Other Europe | 960,369 | 205,243 |
| Middle East | 81,729 | 1,213 |
| Other Asia | 133,443 | 1,472 |
| Asia-Pacific | 677,094 | 0 |
| Africa | 454,189 | 57,603 |
| Americas | 147,787 | 0 |
| Consolidated total | 3,510,548 | 984,883 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
The breakdown of revenue by country is based on the countries in which services are provided.
In 2014, no customer accounted for more than 12% of group revenue.
Revenue from the sale of goods amounted to 10,618 thousand euros in 2014 (2013: € 11,392 thousand). These sales were generated by the Voltis and Terryn Timber Products subsidiaries.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Buildings, Benelux | 523,116 | 442,456 |
| Civil Engineering | 116,258 | 137,160 |
| Buildings, International | 165,887 | 125,770 |
| Construction | 805,261 | 705,386 |
| Multitechnics | 162,613 | 156,912 |
| Rail | 105,423 | 108,686 |
| Contracting | 1,073,297 | 970,984 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
The CFE group's Contracting revenue includes revenue generated through the Real Estate division.
In the Real Estate division, CFE group recognises the revenue, after the deduction of Contracting revenue.
Since the construction and selling activities of the Real Estate division do not take place simultaneously, internally generated revenue is added to assets under construction and removed at the time of sale.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Dredging | 1,666,871 | 785,062 |
| Oil and gas | 257,764 | 108,270 |
| Environment | 196,125 | 93,425 |
| Civil engineering | 380,954 | 251,257 |
| Other | 85,205 | 27,795 |
| Elimination of revenue from equity accounted entities |
(167,263) | (1,265,809) |
| Total | 2,419,656 | 0 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
| (in € million) | 2014 | 2013 Proforma (DEME 100%) |
% change |
|---|---|---|---|
| Contracting | 1,127.2 | 1,310.3 | (14.0%) |
| Construction | 945.3 | 1,077.4 | (12.3%) |
| Rail | 55.6 | 80.3 | (30.8%) |
| Multitechnics | 126.3 | 152.6 | (17.2%) |
| Real Estate | 16.0 | 28.6 | (44.1%) |
| Dredging & Environment |
2,420.0 | 3,049.0 | (20.6%) |
| PPP-Concessions | 2.6 | 0 | - |
| Total | 3,565.8 | 4,387.9 | (18.7%) |
After CFE acquired an additional stake in DEME on 24 December 2013, taking its interest from 50% to 100%, DEME's order book is fully consolidated as at 31 December 2013.
| 31 December 2014 (in € thousands) | Contracting | Real Estate | PPP Concessions |
Dredging & Environ ment |
Holding company & elimina tions |
Elimi nations between divisions |
Consoli dated total |
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Goodwill | 19,210 | 53 | 0 | 157,819 | 0 | 0 | 177,082 |
| Property, plant and equipment | 56,725 | 305 | 0 | 1,441,960 | 4,285 | 0 | 1,503,275 |
| Non-current loans to consolidated group companies |
20,269 | 0 | 0 | 0 | 80,930 | (101,199) | 0 |
| Other non-current financial assets | 3,978 | 45,845 | 26,920 | 29,371 | 3,227 | 0 | 109,341 |
| Other non-current assets | 6,291 | 49,341 | 13,504 | 318,895 | 757,903 | (752,149) | 393,785 |
| Inventories | 32,925 | 53,320 | 0 | 18,387 | 646 | 0 | 105,278 |
| Cash and cash equivalents | 60,875 | 4,487 | 671 | 579,618 | 57,850 | 0 | 703,501 |
| Internal cash position - cash pooling - assets |
98,049 | 4,465 | 0 | 0 | 127,870 | (230,384) | 0 |
| Other current assets | 546,898 | 45,782 | 4,756 | 649,725 | 7,363 | (31,334) | 1,223,190 |
| Total assets | 845,220 | 203,598 | 45,851 | 3,195,775 | 1,040,074 | (1,115,066) | 4,215,452 |
| EQUITY AND LIABILITIES | |||||||
| Equity | 73,165 | 32,833 | 9,352 | 1,229.135 | 705,251 | (728,871) | 1,320,865 |
| Non-current borrowings from consolidated group companies |
17,599 | 43,602 | 23,331 | 0 | 16,667 | (101,199) | 0 |
| Bonds | 0 | 0 | 0 | 206,936 | 99,959 | 0 | 306,895 |
| Non-current financial liabilities | 11,174 | 4,574 | 0 | 302,317 | 60,000 | 0 | 378,065 |
| Other non-current liabilities | 60,731 | 18,012 | 10,625 | 213,267 | 35,973 | (23,500) | 315,108 |
| Current financial liabilities | 2,239 | 0 | 0 | 204,510 | (78) | 0 | 206,671 |
| Internal cash position - cash pooling - liabilities |
70,428 | 57,187 | 255 | 0 | 102,514 | (230,384) | 0 |
| Other current liabilities | 609,884 | 47,390 | 2,288 | 1,039.610 | 19,788 | (31,112) | 1,687,848 |
| Total equity and liabilities | 845,220 | 203,598 | 45,851 | 3,195,775 | 1,040,074 | (1,115,066) | 4,215,452 |
| 31 December 2013 (in € thousands) | Contracting | Real Estate | PPP Concessions |
Dredging & Environ ment |
Holding company & elimina tions |
Elimi nations between divisions |
Consoli dated total |
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Goodwill | 19,626 | 53 | 0 | 157,324 | 0 | 0 | 177,003 |
| Property, plant and equipment | 59,212 | 333 | 0 | 1,496,172 | 7,634 | 0 | 1,563,351 |
| Non-current loans to consolidated group companies |
18,608 | 0 | 0 | 0 | 96,873 | (115,481) | 0 |
| Other non-current financial assets | 45,897 | 29,652 | 10,181 | 26,524 | 3,142 | 0 | 115,396 |
| Other non-current assets | 8,735 | 38,345 | 13,032 | 323,824 | 732,795 | (723,588) | 393,143 |
| Inventories | 24,809 | 61,601 | 0 | 28,956 | 646 | 0 | 116,012 |
| Cash and cash equivalents | 60,223 | 6,279 | (7) | 318,000 | 52,839 | 0 | 437,334 |
| Internal cash position - cash pooling - assets |
111,614 | 2,918 | 0 | 0 | 138,195 | (252,727) | 0 |
| Other current financial assets – companies of the group |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other current assets | 506,659 | 49,624 | 1,030 | 667,798 | 21,624 | (33,474) | 1,213,261 |
| Total assets | 855,383 | 188,805 | 24,236 | 3,018,598 | 1,053,748 | (1,125,270) | 4,015,500 |
| EQUITY AND LIABILITIES | |||||||
| Equity | 54,839 | 10,240 | 6,557 | 1,091,245 | 762,083 | (723,747) | 1,201,217 |
| Non-current borrowings from consolidated group companies |
23,401 | 57,941 | 7,614 | 0 | 26,524 | (115,480) | 0 |
| Bonds | 0 | 0 | 0 | 208,621 | 0 | 0 | 208,621 |
| Non-current financial liabilities | 46,983 | 10,266 | 1 | 419,261 | 20,143 | 0 | 496,654 |
| Other non-current liabilities | 42,684 | 9,653 | 4,104 | 250,563 | 13,018 | (69) | 319,953 |
| Current financial liabilities | 3,440 | 0 | 0 | 240,381 | 102,297 | 0 | 346,118 |
| Internal cash position - cash pooling - liabilities |
58,146 | 80,490 | 1,966 | 0 | 112,116 | (252,718) | 0 |
| Other current liabilities | 625,890 | 20,215 | 3,994 | 808,527 | 17,567 | (33,256) | 1,442,937 |
| Total equity and liabilities | 855,383 | 188,805 | 24,236 | 3,018,598 | 1,053,748 | (1,125,270) | 4,015,500 |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement describes in note 2.1).
| 31 December 2014 (in € thousands) | Contracting | Real Estate | PPP Concessions |
Dredging & Environ ment |
Holding company & eliminations |
Consoli dated total |
|---|---|---|---|---|---|---|
| Cash flow from operating activities before change in working capital |
25,911 | 6,052 | 552 | 428,947 | 194 | 461,656 |
| Net cash flow from (used in) operating activities | (11,988) | (7,706) | 16,438 | 601,439 | 8,542 | 606,725 |
| Cash flow from (used in) investing activities | (6,851) | 831 | 0 | (160,069) | 2,482 | (163,607) |
| Cash flow from (used in) financing activities | 19,734 | 5,155 | (15,760) | (180,660) | (6,017) | (177,548) |
| Net increase/(decrease) in cash position | 895 | (1,720) | 678 | 260,710 | 5,007 | 265,570 |
| 31 December 2013 (*) (in € thousands) | Contracting | Real Estate | PPP Concessions |
Dredging & Environ ment |
Holding company & eliminations |
Consoli dated total |
|---|---|---|---|---|---|---|
| Cash flow from operating activities before change in working capital |
(11,653) | 1,144 | (2,388) | 0 | 225 | (12,672) |
| Net cash flow from (used in) operating activities | 22,309 | 6,086 | (29,389) | 0 | 890 | (104) |
| Cash flow from (used in) investing activities | (11,537) | (1,270) | 0 | 318,001 | (5,643) | 299,551 |
| Cash flow from (used in) financing activities | (12,268) | 219 | 29,348 | 0 | (23,719) | (6,420) |
| Net increase/(decrease) in cash position | (1,496) | 5,035 | (41) | 318,001 | (28,472) | 293,027 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
Cash flows from financing activities include cash pooling loans from other segments. A positive amount means a use of pooled cash. This item is also influenced by external financing, mainly in the Real Estate division, the holding company and the Dredging & Environment division. The Dredging & Environment division is not part of the CFE cash pooling arrangement.
| 31 December 2014 (in € thousands) | Contracting | Real Estate | Dredging & Environ ment |
PPP Concessions |
Holding company & eliminations |
Consolidated total |
|---|---|---|---|---|---|---|
| Amortisation | (13,052) | (51) | (228,636) | 0 | (1,564) | (243,303) |
| Investments | (15,487) | (4,710) | (166,590) | 0 | (690) | (187,477) |
| Depreciation | (9) | 0 | (434) | 0 | 0 | (443) |
| 31 December 2013 (*) (in € thousands) | Contracting | Real Estate | Dredging & Environ ment |
PPP Concessions |
Holding company & eliminations |
Consolidated total |
|---|---|---|---|---|---|---|
| Amortisation | (12,523) | (68) | 0 | 0 | (1,278) | (13,869) |
| Investments | (12,423) | (201) | (98,848) | 0 | (5,644) | (117,116) |
| Depreciation | (570) | 0 | 0 | 0 | 0 | (570) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
The investments presented above are those which appear in the consolidated statement of the financial position under Intangible assets and Property, plant and equipment.
The operations of the CFE group in the Contracting, Real Estate and PPP-Concessions divisions are mainly based in Benelux, Central Europe and Africa.
Property, plant and equipment in the Contracting, Real Estate and PPP-Concessions divisions are mainly based in Belgium and in Grand Duchy of Luxembourg.
Most of DEME's activities are performed by its fleet of vessels, which are owned by various companies, but their legal location does not reflect the economic reality of the business carried out by this fleet for the same companies. As a result, details of property, plant and equipment by company are not presented, since it is not possible to give a presentation that reflects the geographical areas where the activity was performed.
On 24 December 2013, the CFE group acquired an additional 50% stake in DEME increasing its stake in DEME from 50% to 100%. The assets and liabilities have been accounted at the carrying amount according the accounting rules of CFE group, and the goodwill was temporarily defined.
On 31 December 2014, the exercise of valorization of assets and liabilities to the fair value has been finalised.
The fair value allocated to the assets and liabilities acquired are summarised below:
| (in € thousands) | Carrying amount at 31 December 2013 (*) |
Adjustments | Fair value of the identifiable assets and liabilities acquired on 31 December 2013 |
|---|---|---|---|
| Intangible assets | 8,578 | 92,527 | 101,105 |
| Trade names | 0 | 15,178 | 15,178 |
| Database | 0 | 69,349 | 69,349 |
| Order book | 0 | 8,000 | 8,000 |
| Other | 8,578 | 0 | 8,578 |
| Property, plant and equipment | 1,447,274 | 50,476 | 1,497,750 |
| Companies accounted for under the equity method | 25,776 | 19,548 | 45,324 |
| Deferred taxes | 26,588 | (42,034) | (15,446) |
| Current and non-current financial liabilities | (851,890) | (8,982) | (860,872) |
| Other current and non current assets and liabilities | 186,200 | 0 | 186,200 |
| Total net assets | 842,527 | 111,534 | 954,061 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
The following evaluation methods have been implemented to determine the fair value of the main identifiable assets and liabilities acquired:
Along with the consideration transferred, the residual goodwill has been estimated at € 157.324 thousand.
| (in € thousands) | |
|---|---|
| Value of the 50% stake in DEME acquired | 757,411 |
| Value of the existing 50% in DEME | 550,000 |
| Non-controlling interests in DEME subsidiaries | 11,385 |
| Consideration transferred | 1,318,796 |
| Fail value of the identifiable assets and liabilities acquired | 954,061 |
| Goodwill | 364,735 |
| Impairment accounted for on 31 December 2013 | -207,411 |
| Net book value of the goodwill | 157,324 |
The comparative figures of the consolidated statement of financial position as per 31 December 2013 have been restated in order to integrate the fair value of the DEME identifiable assets and liabilities acquired. As a result of the restatement, paragraph 10 (f) of IAS 1 – Presentation of financial statements- requires, in principle, to also present the consolidated opening financial position as at 1 January 2013.
Costs resulting from the acquisition (0.5 million euros) have been charged to expenses in the consolidated statement of income.
The recognition of intangibles values, such as DEME staff, that can not be separately accounted for in the financial position, justifies the recognition of a residual goodwill. Other items justifying the residual goodwill are the expertise and the know-how developed by DEME over the years and enabling:
Acquisitions for the period are related to DEME and are described in the introduction of the annual report.
Acquisitions in the Real Estate were not business combinations and so all consideration paid was allocated to land and buildings.
Disposals of subsidiaries in the Real Estate division, mentioned in the introduction above, were treated as disposals of inventories.
Revenue from auxiliary activities totalled € 80,518 thousand (2013: € 71,641 thousand) and included € 7,578 thousand of capital gains on non-current assets (2013: € 300 thousand) and rental income, compensation and income from the onward invoicing of various expenses totalling 72,940 thousand (2013: € 71,341 thousand). Revenue from auxiliary activities increased by 12% relative to 2013.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Miscellaneous goods and services | (423,342) | (112,428) |
| Impairment of assets | ||
| - Inventories | (859) | (1,205) |
| - Trade and other receivables | (3,668) | (774) |
| Net additions to provisions (excluding provisions for retirement benefit obligations) | (11,876) | (5,451) |
| Other operating expenses | (10,089) | (4,469) |
| Consolidated total | (449,834) | (124,327) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Remuneration | (425,719) | (152,007) |
| Mandatory social security contributions | (119,979) | (42,840) |
| Other wage costs | (28,185) | (10,064) |
| Contributions to defined-contribution pension plans | (4,286) | (863) |
| Service cost related to defined-benefit pension plans | (5,042) | (3,504) |
| Consolidated total | (583,211) | (209,278) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1
The average full-time equivalent number of staff in 2014 was 7,918 (2013: 6,032). Full-time equivalent headcount was 8,524 at 1 January 2014 and 8,021 at 31 December 2014.
These amounts include DEME's staff at 100% whereas those related to 2013 include DEME's staff at 50%.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Cost of financial debt | (31,909) | (143) |
| Derivative instruments - fair value adjustments through profit and loss | 305 | 670 |
| 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 amortised cost - interest income | 9,991 | 4,182 |
| Assets and liabilities at amortised cost - interest expense | (42,205) | (4,995) |
| Other financial income and expense | 16,156 | (2,551) |
| Realised / unrealised translation gains/(losses) | 11,262 | (587) |
| Dividends received from non-consolidated companies | 419 | 0 |
| Impairment of financial assets | 281 | 104 |
| Other | 4,194 | (2,068) |
| Net financial income/expense | (15,753) | (2,694) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
Increase in cost of financial debt as compared to 31 December 2013 is due to the fact that DEME, still jointly controlled by CFE at 31 December 2013, is now integrated under equity method, in compliance with the restatement resulting from the implementation of IFRS 11 "Joint arrangements".
The change in realised (unrealised) translation gains/(losses) compared to 2013 is mainly explained by movements in the euro against the functional currencies of DEME subsidiaries.
In 2014, non-controlling interests in income amounted to € 357 thousand (2013: loss of € 6.728 thousand) and related mainly to the Dredging division (- € 849 thousand) and GroepTerryn (€ 1,049 thousand).
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Current tax | ||
| Tax expense for the period | 60,709 | 4,160 |
| Additions to/(releases from) provisions in previous periods | (835) | (4) |
| Total current tax expense | 59,874 | 4,156 |
| Deferred tax | ||
| Additions to and releases from temporary differences | (11,004) | (836) |
| Use of losses from previous periods | (33) | 0 |
| Deferred tax recognised on losses for the period | 16,412 | 2,473 |
| Deferred tax recognised on definitively taxed revenue | 0 | 0 |
| Total deferred tax expense/(income) | 5,375 | 1,637 |
| Tax income/expense recognised directly in equity | 1,978 | 1,436 |
| Total tax expense recognised in income statement | 67,227 | 7,229 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Pre-tax income for the period | 224,770 | (82,170) |
| of which amount related to earnings from associates and joint venture | 20,124 | 51,356 |
| Pre-tax income, excluding associates and joint venture | 204,646 | (133,526) |
| Income tax at 33.99% | 69,559 | (45,385) |
| Tax effect of non-deductible expenses | 3,407 | 39,190 |
| Tax effect of non-recurring elements(**) | 451 | 33,843 |
| Non-deductible expenses | 2,956 | 5,347 |
| Tax effect of non-taxable revenue | (848) | (1,333) |
| Tax credits and impact of notional interest | (8,853) | (1,420) |
| Other taxable revenue | 0 | 0 |
| Effect of different tax rates applicable to subsidiaries operating in other jurisdictions | (8,389) | (2,639) |
| Tax impact of using previously unrecognised losses | (726) | (902) |
| Tax impact of adjustments to current and deferred tax relating to previous periods | (2,437) | 2,888 |
| Tax impact of deferred tax assets on unrecognised losses for the period | 13,535 | 15,394 |
| Tax expense | 65,249 | 5,793 |
| Effective taxe rate for the period | 31.88% | (4.34%) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
(**) In 2013, non recurrent element are related on one hand to the acquisition of DEME, through the booking of a plus value of € 111,624 thousand and an impairment of € 207,411 thousand, and on the other hand to the impairment on ETEC and VMA West,
The tax expense amounts to € 65,249 thousand in 2014, versus € 5,793 thousand in 2013 (*). The effective tax rate is 31.88% in 2014 versus (4.34%) in 2013 (*)
| Assets | Liabilities | |||
|---|---|---|---|---|
| (in € thousands) | 2014 | 2013 (*) | 2014 | 2013 (*) |
| Property, plant and equipment and intangible assets | 9,664 | 13,180 | (118,668) | (128,542) |
| Employee benefits | 12,153 | 13,780 | (2,229) | (2,320) |
| Provisions | 2,485 | 3,062 | (29,362) | (31,064) |
| Fair value of derivative instruments | 5,625 | 7,214 | (228) | (9) |
| Other items | 42,241 | 30,648 | (12,670) | (13,713) |
| Tax losses | 122,385 | 136,490 | 0 | 0 |
| Gross deferred tax assets/(liabilities) | 194,553 | 204,374 | (163,157) | (175,648) |
| Unrecognized deferred tax assets | (55,112) | (52,802) | 0 | 0 |
| Tax netting | (24,118) | (31,144) | 24,118 | 31,144 |
| Net deferred tax assets/(liabilities) | 115,322 | 120,428 | (139,039) | (144,504) |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement describes in note 2.1)..
Tax loss carryforwards and other temporary differences for which no deferred tax assets are recognised led to a € 162.142 thousand impairment of deferred tax assets. As tax losses are mainly recognised by Belgian companies, those do not have an expiration date.
The "tax netting" item reflects the netting of deferred tax assets and liabilities per entity.
Deferred tax assets are not recognised where it is not probable that a future taxable profit will be sufficient to allow the subsidiaries to recover their tax losses.
| (in € thousands) | 2014 | 2013 |
|---|---|---|
| Deferred tax on the effective portion of changes in the fair value of cash flow hedges | 2,974 | (3,534) |
| Deferred tax on the revaluation of the defined benefit plans | (996) | 4,970 |
| Total | 1,978 | 1,436 |
Basic earnings per share are the same as diluted earnings per share due to the absence of any potential dilution in terms of ordinary shares in issue. Earnings per share is calculated as follows:
| (in € thousands) | 2014 | 2013 |
|---|---|---|
| Net income attributable to shareholders | 159,878 | (81,235) |
| Comprehensive income attributable to owners of the parent | 149,586 | (73,544) |
| Number of ordinary shares at the balance sheet date | 25,314,482 | 25,314,482 |
| Weighted average number of ordinary shares | 25,314,482 | 13,326,659 |
| Earnings per share, based on the number of ordinary shares at the end of the period: | ||
| Basic (diluted) earnings per share (€) | 6.32 | (3.21) |
| Comprehensive income attributable to owners of the parent per share (€) | 5.91 | (2.91) |
| Earnings per share, based on the weighted average number of ordinary shares at the end of the period: |
||
| Basic (diluted) earnings per share (€) | 6.32 | (6.10) |
| Comprehensive income attributable to owners of the parent per share (€) | 5.91 | (5.52) |
| 2014 (in € thousands) | Concessions, patents and licences |
Development costs | Total |
|---|---|---|---|
| Acquisition costs | |||
| Balance at the end of the previous period | 117,944 | 304 | 118,248 |
| Effects of changes in foreign exchange rates | 651 | 3 | 654 |
| Acquisitions through business combinations | 0 | 1,731 | 1,731 |
| Acquisitions | 1,294 | 0 | 1,294 |
| Disposals | (580) | 0 | (580) |
| Transfers between asset items | (766) | 1 | (765) |
| Balance at the end of the period | 118,543 | 2,039 | 120,582 |
| Amortisation and impairment | |||
| Balance at the end of the previous period | (12,543) | (205) | (12,748) |
| Effects of changes in foreign exchange rates | (508) | (3) | (511) |
| Amortisation during the period | (10,254) | (58) | (10,312) |
| Impairment losses | |||
| Acquisitions through business combinations | 0 | 0 | 0 |
| Disposals | 715 | 0 | 715 |
| Transfers between asset items | 766 | (1) | 765 |
| Balance at the end of the period | (21,824) | (267) | (22,091) |
| Net carrying amount | |||
| At 1 January 2014 | 105,401 | 99 | 105,500 |
| At 31 December 2014 | 96,719 | 1,772 | 98,491 |
Total acquired intangible assets amount to € 1,294 thousand and consist mainly of software licences and concession rights,. Amortisation of intangible assets is recognised in under "amortisation" in the statement of comprehensive income and amounts to € 10,312 thousand. Items included in "Acquisitions through business combinations" for the year 2013, relate to DEME, which was fully consolidated at 31 December 2013, having previously been consolidated under the equity method at 31 December 2012.
Intangible assets meeting the definition in IAS 38 (Intangible Assets) are only recognised to the extent that future economic benefits are probable.
| 2013 (*) (in € thousands) | Concessions, patents and licences |
Development costs | Total |
|---|---|---|---|
| Acquisition costs | |||
| Balance at the end of the previous period | 10,810 | 95 | 10,905 |
| Effects of changes in foreign exchange rates | (2) | 0 | (2) |
| Acquisitions through business combinations | 106,409 | 260 | 106,669 |
| Acquisitions | 911 | 0 | 911 |
| Disposals | (68) | 0 | (68) |
| Transfers between asset items | 17 | 0 | 17 |
| Exit of scope | (112) | (51) | (163) |
| Change in consolidation method | (21) | 0 | (21) |
| Balance at the end of the period | 117,944 | 304 | 118,248 |
| Amortisation and impairment | |||
| Balance at the end of the previous period | (4,961) | (88) | (5,049) |
| Effects of changes in foreign exchange rates | (1) | 0 | (1) |
| Amortisation during the period | (1,036) | (2) | (1,038) |
| Impairment losses | (570) | 0 | (570) |
| Acquisitions through business combinations | (6,365) | (166) | (6,531) |
| Disposals | 219 | 0 | 219 |
| Transfers between asset items | 35 | 0 | 35 |
| Exit of scope | 134 | 51 | 185 |
| Change in consolidation method | 2 | 0 | 2 |
| Balance at the end of the period | (12,543) | (205) | (12,748) |
| Net carrying amount | |||
| At 1 January 2013 | 5,849 | 7 | 5,856 |
| At 31 December 2013 | 105,401 | 99 | 105,500 |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement describes in note 2.1).
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Acquisition costs | ||
| Balance at the end of the previous period | 394,224 | 31,323 |
| Acquisitions through business combinations | 496 | 364,735 |
| Disposals | 0 | 0 |
| Other changes | 0 | (1,834) |
| Balance at the end of the period | 394,721 | 394,224 |
| Impairment | ||
| Balance at the end of the previous period | (217,222) | (6,005) |
| Impairment during the period | (417) | (211,206) |
| Balance at the end of the period | (217,639) | (217,222) |
| Net carrying amount | ||
| At 31 December | 177,082 | 177,003 |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement describes in note 2.1).
The goodwill of € 364,735 thousand recognised under "Acquisitions through business combinations" comes from the acquisition on 24 December 2013 of an additional 50% stake in DEME, increasing the stake from 50% to 100%. This transaction implies the recognition of a goodwill, which is the difference between the consideration transferred for this acquisition and the net assets of DEME, in accordance with IFRS 3 – Business Combinations. The calculation of this goodwill is set out in note 5 above.
In accordance with IAS 36 (Impairment of Assets), this goodwill was tested for impairment at 31 December 2014.
| The following assumptions were used in the impairment tests: | |
|---|---|
| -- | -------------------------------------------------------------- |
| Business | Net value of goodwill | Parameters of the model applied to cash flow projections | Gross value | Impairment | ||||
|---|---|---|---|---|---|---|---|---|
| (in € thousands) | 2014 | 2013 | Growth rate | Growth rate (terminal value) |
Discount rate | Sensitivity rate |
of goodwill | losses recog nised in the period |
| DEME sub-consolidation |
157,819 | 157,323 | 0% | 0% | 7.6% | 5% | 369,446 | - |
| VMA | 11,115 | 11,115 | 0% | 0% | 7.6% | 5% | 11,115 | - |
| Remacom | 2,995 | 2,995 | 0% | 0% | 7.6% | 5% | 2,995 | - |
| Stevens | 2,682 | 2,682 | 0% | 0% | 7.6% | 5% | 2,682 | - |
| ETEC | 0 | 0 | 0% | 0% | 7.6% | 5% | 2,135 | - |
| VMA West | 0 | 0 | 0% | 0% | 7.6% | 5% | 1,660 | - |
| Druart | 1,560 | 1,560 | 0% | 0% | 7.6% | 5% | 3,360 | - |
| Amart | 911 | 911 | 0% | 0% | 7.6% | 5% | 911 | - |
| Ariadne | 0 | 417 | 0% | 0% | 7.6% | 5% | 417 | (417) |
| Total | 177,082 | 177,003 | 394,721 | (417) |
Cash-flows figures used in the impairment tests were taken from the 2015 budget presented to the Board of Directors. For the sake of caution, zero growth was assumed for future years and in determining terminal value.
A sensitivity analysis was carried out by varying cash flow and WACC figures by 5%. Since the value of entities is still higher than their carrying amount including goodwill, there was no indication of impairment, except for the entity Ariadne. The deterioration in this entity s' 2014 earnings, and its downgraded outlook, caused its goodwill to be written down in full by € 417 thousand.
The DEME group is considered as a cash generating unit. No impairment loss was identified in relation to DEME. The DEME group also carries out its own impairment tests, which did not give any indication of impairment.
| 2014 (in € thousands) | Land and buildings |
Fixtures and equipment |
Furniture, fittings and vehicles |
Other property, plant and equipment |
Under con struction |
Total |
|---|---|---|---|---|---|---|
| Acquisition costs | ||||||
| Balance at the end of the previous period | 128,362 | 2,744,646 | 66,378 | 0 | 3,453 | 2,942,839 |
| Effects of changes in foreign exchange rates | 162 | 10,099 | 100 | 0 | 0 | 10,361 |
| Acquisitions through business combinations | 0 | 1 | 41 | 0 | 0 | 42 |
| Acquisitions | 11,414 | 163,251 | 4,740 | 0 | 677 | 180,082 |
| Transfers between asset items | (14,276) | (14,907) | (9,782) | 0 | (627) | (39,592) |
| Disposals | (1,800) | (100,549) | (3,916) | 0 | (1,229) | (107,494) |
| Balance at the end of the period | 123,862 | 2,802,541 | 57,561 | 0 | 2,274 | 2,986,238 |
| Depreciation and impairment | ||||||
| Balance at the end of the previous period | (57,563) | (1,269,909) | (52,016) | 0 | 0 | (1,379,488) |
| Effects of changes in foreign exchange rates | (57) | (7,622) | (84) | 0 | 0 | (7,763) |
| Acquisitions as part of business combinations |
0 | 0 | (14) | 0 | 0 | (14) |
| Depreciation | (6,539) | (221,200) | (5,692) | 0 | 0 | (233,431) |
| Transfers between asset items | 13,499 | 14,633 | 8,108 | 0 | 0 | 36,240 |
| Disposals | 47 | 98,808 | 2,638 | 0 | 0 | 101,493 |
| Balance at the end of the period | (50,613) | (1,385,290) | (47,060) | 0 | 0 | (1,482,963) |
| Net carrying amount | ||||||
| At 1 January 2014 (*) | 70,799 | 1,474,737 | 14,362 | 0 | 3,453 | 1,563,351 |
| At 31 December 2014 | 73,249 | 1,417,251 | 10,501 | 0 | 2,274 | 1,503,275 |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement describes in note 2.1).
At 31 December 2014, acquisitions of property, plant and equipment totalled € 180,082 thousand and mainly related to DEME. Investments increased by € 162,843 thousand in 2014 in comparison with 2013, mainly due to the increase of the CFE Group's interest in DEME from 50% at the end of 2012 to 100% at the end of 2013. This resulted in a change in consolidation method of DEME consolidated sub-group, which was integrated under equity method at 31 December 2012, and fully consolidated at 31 December 2013.
The net carrying amount of finance lease assets amounts to € 72,073 thousand (2013(*): € 23,832 thousand). These finance leases mainly relate to DEME, the premises of the Louis Stevens & Co NV and Engema NV subsidiaries and the buildings and machinery of Groep Terryn NV and its subsidiaries.
Depreciation on property, plant and equipment totalled € 233,431 thousand (2013(*): € 12,816 thousand).
The net carrying amount of property, plant and equipment used as collateral for certain loans totalled € 354,055 thousand (2013(*): € 472,137 thousand).
| 2013(*) (in € thousands) | Land and buildings |
Fixtures and equipment |
Furniture, fittings and vehicles |
Other property, plant and equipment |
Under con struction |
Total |
|---|---|---|---|---|---|---|
| Acquisition costs | ||||||
| Balance at the end of the previous period | 34,410 | 117,902 | 37,873 | 0 | 524 | 190,709 |
| Effects of changes in foreign exchange rates | (5) | (30) | (32) | 0 | 0 | (67) |
| Acquisitions through business combinations | 87,953 | 2,627,238 | 26,675 | 0 | 1,026 | 2,742,892 |
| Acquisitions | 5,922 | 4,934 | 4,480 | 0 | 1,903 | 17,239 |
| Transfers between asset items | 485 | 619 | 264 | 0 | 0 | 1,368 |
| Disposals | (263) | (6,017) | (2,532) | 0 | 0 | (8,812) |
| Change in consolidation scope | (140) | (350) | (490) | |||
| Balance at the end of the period | 128,362 | 2,744,646 | 66,378 | 0 | 3,453 | 2,942,839 |
| Depreciation and impairment | ||||||
| Balance at the end of the previous period | (10,870) | (86,229) | (29,687) | 0 | 0 | (126,786) |
| Effects of changes in foreign exchange rates | 1 | 20 | 20 | 0 | 0 | 41 |
| Acquisitions as part of business combinations |
(44,874) | (1,180,996) | (21,163) | 0 | 0 | (1,247,033) |
| Depreciation | (1,458) | (7,742) | (3,616) | 0 | 0 | (12,816) |
| Transfers between asset items | (531) | (694) | (195) | 0 | 0 | (1,420) |
| Disposals | 110 | 5,522 | 2,341 | 0 | 0 | 7,973 |
| Change in consolidation scope | 59 | 0 | 284 | 0 | 0 | 343 |
| Change in consolidation method | 0 | 210 | 0 | 0 | 0 | 210 |
| Balance at the end of the period | (57,563) | (1,269,909) | (52,016) | 0 | 0 | (1,379,488) |
| Net carrying amount | ||||||
| At 1 January 2013 | 23,540 | 31,673 | 8,186 | 0 | 524 | 63,923 |
| At 31 December 2013 | 70,799 | 1,474,737 | 14,362 | 0 | 3,453 | 1,563,351 |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement describes in note 2.1).
Details of interests in companies accounted for under the equity method are set out below:
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Balance at the end of the previous period | 155,877 | 405,288 |
| Acquisitions through business combinations - DEME | 0 | (314,010) |
| Acquisitions and transfers | (275) | 12,014 |
| CFE group share in net result of associates | 20,124 | 51,356 |
| Capital increase / (decrease) | 1,293 | 1,488 |
| Dividends | (44) | (99) |
| Change in consolidation scope | (6,940) | 182 |
| Other changes | (10,745) | (342) |
| Balance at the end of the period | 159,290 | 155,877 |
| Including goodwill in companies accounted for under the equity method | 28,557 | 29,869 |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement describes in note 2.1).
All the entities over which the CFE group has significant influence are accounted for under the equity method. The CFE group does not have an interest in any associates whose shares are traded on a public market.
The list of the most significant associates and joint arrangements is set out in note 35, based on their percentage of interests in the CFE group, the segment in which they operate and the geographical area of their head office.
The condensed financial statements by segment presented below, are based on the IFRS financial statements of the associates and joint arrangements, or, if there is none, on their statutory accounts. The reconciliation between the statutory statements and the contribution to the consolidated accounts is presented after the financial indicators.
| December 2014 (in € thousands) |
Dredging & Environment |
Real Estate and Contracting |
PPP-Concessions | Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| 100% | Q/P | 100% | Q/P | 100% | Q/P | 100% | Q/P | ||
| Income Statement | |||||||||
| Revenue | 715,900 | 269,404 | 155,714 | 67,331 | 71,169 | 15,088 | 942,783 | 351,823 | |
| Net income share of the group | 52,379 | 23,056 | (31,958) | (9,923) | 6,269 | 2,592 | 26,690 | 15,725 | |
| Financial Position | |||||||||
| Non-current assets | 1,792,081 | 395,598 | 97,389 | 32,350 | 1,407.621 | 320,292 | 3,297,091 | 748,240 | |
| Current assets | 425,414 | 157,797 | 290,266 | 127,085 | 97,427 | 27,696 | 813,107 | 312,578 | |
| Net equity | 319,787 | 69,522 | 16,069 | 9,362 | (264,518) | (53,019) | 71,338 | 25,865 | |
| Non-current liabilities | 1,366,403 | 264,037 | 147,788 | 56,435 | 1,657.846 | 372,721 | 3,172,037 | 693,193 | |
| Current liabilities | 531,305 | 219,836 | 223,798 | 93,638 | 111,720 | 28,286 | 866,823 | 341,760 | |
| Net financial debt | (1,285,999) | (243,063) | (73,587) | (27,408) (1,238,606) | (277,978) (2,598,192) | (548,449) |
In the Dredging & Environment division, on 31 December 2014, non-current assets mainly consist of assets from the entities HGO Infra-sea solutions GMBH & Co (198,130 KEUR at 100%), Middle East Dredging Company QSC (166,624 KEUR at 100%) and C-Power NV (1,094,706 KEUR at 100%). Contribution of those entities to the condensed net financial debt is respectively (-131,588) KEUR (at 100%), (-47,141) KEUR (at 100%) and (-942,602 KEUR) (at 100%). Contribution of those entities to 2014 condensed net income is respectively (5,871 KEUR at 100%), (43,720 KEUR, at 100%) and (2,398 KEUR at 100%).
In the PPP-Concessions division, the net financial debt is related to the concession projects Coentunnel through the entity Coentunnel Company BV (-419,831 KEUR at 100%) and Liefkenshoektunnel through the entity Locorail NV (-685,271 KEUR at 100%).
In the Real Estate division, non-current and current assets mainly consist of assets from the entities PEF Kons Investment SA (30,371 KEUR at 100%), Immoange SA (21,558 KEUR at 100%), La Réserve Promotions NV (29,852 KEUR at 100%), Cap3000 Immo SA (23,073 KEUR at 100%) and Erasmus Gardens (19,962 KEUR at 100%).
| December 2013 (in € thousands) |
Dredging & Environment |
Real Estate and Contracting |
PPP-Concessions | Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| 100% | Q/P | 100% | Q/P | 100% | Q/P | 100% | Q/P | ||
| Income Statement | |||||||||
| Revenue | 810,365 | 315,639 | 62,481 | 27,866 | 191,527 | 38,735 | 1,064,373 | 382,240 | |
| Net income share of the group | (184,011) | (84,833) | (13,862) | (4,317) | 6,053 | 2,210 | (191,820) | (86,940) | |
| Financial Position | |||||||||
| Non current assets | 1,917,630 | 427,801 | 154,382 | 59,423 | 1,367,372 | 312,128 | 3,439,384 | 799,352 | |
| Current assets | 436,730 | 170,721 | 333,788 | 140,369 | 133,691 | 32,996 | 904,209 | 344,086 | |
| Net equity | 293,914 | 56,784 | 49,934 | 22,635 | (133,265) | (23,849) | 210,583 | 55,570 | |
| Non current liabilities | 1,521,666 | 304,160 | 180,604 | 72,074 | 1,376,740 | 309,228 | 3,079,010 | 685,462 | |
| Current liabilities | 538,780 | 237,578 | 257,632 | 105,083 | 257,588 | 59,745 | 1,054,000 | 402,406 | |
| Net financial debt | (1,580,618) | (347,433) | (42,720) | (12,141) (1,183,866) | (259,639) (2,807,204) | (619,213) |
The reconciliation between the CFE Group's share in the statutory net assets of those entities and the carrying amount of the associates and joint arrangements is as follows:
| On 31 December 2014 (in € thousands, CFE's % share) |
Dredging & Environment |
Real Estate and Contracting |
PPP Concessions |
Total |
|---|---|---|---|---|
| Net assets of the associates and joint arrangements before reconciling items |
69,522 | 9,362 | (53,019) | 25,865 |
| Reconciliation items | (13,290) | 19,907 | 62,464 | 69,081 |
| Negative associates and joint arrangements | 45,537 | 15,586 | 3,221 | 64,344 |
| CFE group's carrying amount of the investment | 101,769 | 44,855 | 12,666 | 159,290 |
In the Dredging & Environment, Real Estate and Contracting divisions, reconciling items are mainly due to the recognition of the income in accordance with the Group accounting policies and the intercompany eliminations.
Negative associates and joint arrangements are entities integrated under equity method for which CFE group considers to have an obligation to support the commitments and projects of those entities.
In the PPP-Concessions division, the net assets of the project companies are strongly negative due to the valuation at fair value of the interest hedging instruments of the financial debts. As the CFE group has no obligation to support those SPV, the carrying amount of the investment is limited to zero.
Other non-current financial assets amount to € 109,341 thousand at 31 December 2014 (2013: € 115,396 thousand). They mainly include the Group's subordinated loans granted to entities and joint arrangements involved in real estate and concession projects (€ 106,618 thousand).
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Balance at the end of the previous period | 115,396 | 57,598 |
| Acquisitions through business combinations | 0 | 26,524 |
| Acquisitions | 53,423 | 34,870 |
| Disposals and transfers | (59,010) | (3,293) |
| Impairment / reversals of impairment | 146 | 104 |
| Change in consolidation scope | (520) | (183) |
| Change in consolidation method | 0 | (70) |
| Effects of changes in foreign exchange rates | (94) | (154) |
| Balance at the end of the period | 109,341 | 115,396 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
Non-current financial assets decreased by € 6,055 thousand relative to 31 December 2013. This change reflects, in particular, the sale of the receivable relating to Charleroi police station.
At 31 December 2014 other non-current assets amounts to € 20,006 thousand and included the non-current receivables detailed below:
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Non-current receivables - DEME current accounts | 18,772 | 9,454 |
| Other non-current receivables (including bank guarantees) | 1,234 | 1,271 |
| Consolidated total | 20,006 | 10,725 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
Costs incurred added to profits less losses, along with progress billing, are determined on a contract-by-contract basis. The net amount due by or to customers is determined on a contract-by-contract basis as the difference between these two items.
As described in paragraphs (M) and (V) of the section relating to material accounting policies, the costs and revenues of construction contracts are recognised in expenses and revenue respectively based on the percentage of completion of the contract activity at the closing date. The percentage of completion is calculated using the "cost to cost" method. An expected loss on a construction contract is recognised as an expense immediately.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Balance sheet data | ||
| Advances and payments on account received | (68,137) | (64,834) |
| Construction contracts in progress – assets | 203,319 | 240,392 |
| Construction contracts in progress – liabilities | (136,627) | (111,264) |
| Construction contracts in progress – net | 66,692 | 129,128 |
| Total income and expenses to date recognised on contracts in progress | ||
| Costs incurred plus profits recognised less losses recognised to date | 7,411.479 | 5,922.906 |
| Less invoices issued | (7,344.787) | (5,793.778) |
| Construction contracts in progress – net | 66,692 | 129,128 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1
The excess of costs incurred over recognised losses and profits on progress billing include on the one hand, the portion of unbilled contract costs under "Trade receivables and other operating receivables" in the statement of financial position, and on the other hand, the surplus relating to construction work in progress is included in "other current assets".
The excess of progress billing over incurred costs and recognised profits and losses include on the one hand, the unbilled portion of contract costs under "Trade payables and other operating liabilities" in the statement of financial position, and on the other hand, the surplus relating to construction work in progress included in "other current liabilities".
Advances are amounts received by the contractor before the related work is performed.
The amount of customer retention payments is € 3,632 thousand, and is included in "Trade and other operating receivables".
At 31 December 2014, inventories amounted to € 105,278 thousand (2013(*): € 116,012 thousand) and broke down as follows:
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Raw materials and auxiliary products | 43,221 | 47,836 |
| Impairment on inventories of raw materials and auxiliary products | (506) | (1,601) |
| Finished products and properties held for sale | 65,587 | 71,713 |
| Impairment on inventories of finished products | (3,024) | (1,936) |
| Inventories | 105,278 | 116,012 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
The change in "raw materials and auxiliary products" resulted mainly from a decrease in inventories relating to the dredging business..
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Trade receivables | 840,489 | 857,054 |
| Less: provision for impairment of receivables | (17,682) | (18,207) |
| Net trade receivables | 822,807 | 838,847 |
| Other current receivables | 259,697 | 267,187 |
| Consolidated total | 1,082,504 | 1,106,034 |
| Other current assets | 104,554 | 100,781 |
| Trade and other operating payables | 1,099.309 | 983,806 |
| Other current liabilities | 415,716 | 328,596 |
| Consolidated total | 1,515,025 | 1,312,402 |
| Commercial and operating liabilities net of receivables | (327,967) | (105,587) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1.
Please see note 27 for an analysis of credit risk. Trade receivables related to entities included in note 18.Construction contracts amount to € 776,298 thousand.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Short-term bank deposits | 14,385 | 24,789 |
| Cash in hand and at bank | 689,116 | 412,545 |
| Cash and cash equivalents | 703,501 | 437,334 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1
Short-term bank deposits consist of money placed with financial institutions with an original maturity of less than three months. This money pays interest at a floating rate, usually linked to Euribor or Eonia.
The CFE group did not receive any grants in 2014.
The CFE group contributes to pension and early retirement plans in several of the countries in which it operates. These benefits are recognised in accordance with IAS 19 and are regarded as "post-employment" and "long-term benefit plans".
At 31 December 2014, the CFE group's net liability relating to obligations under pension and early-retirement post-employment benefits amounted to € 41,806 thousand (2013: € 40,543 thousand). These amounts are included in "Retirement benefit obligations and employee benefits". This item also includes provisions for other employee benefits for € 1,566 thousand (2013: € 1,085 thousand), mainly relating to the DEME group.
Post-employment benefit plans are classified either as defined-contribution or defined-benefit plans.
• Defined-contribution pension plans are those under which the company makes certain contributions to an entity or separate fund in accordance with the plan arrangements. Where contributions have been made, the company has no additional obligation.
• All plans that are not defined-benefit plans are presumed to be defined-benefit plans. These plans are either funded externally through pension funds or insurance companies ("funded plans") or funded within the CFE group ("unfunded plans"). For the main plans, an actuarial valuation is carried out every year by independent actuaries.
Post-employment benefit plans in which the CFE group takes part confer benefits to staff on retirement and death. All plans are funded externally through an insurance company (97.9% of obligations) or a self-administered pension fund (2.1% of obligations) unrelated to the CFE group. Obligations under defined-benefit plans break down geographically as follows: 78% in Belgium and 22% in the Netherlands. Insured Belgian post-employment benefit plans are "branche 21"-type plans, which means that the insurer guarantees a minimum return on contributions paid. All plans comply with local regulations and minimum funding requirements.
Most of the CFE group's post-employment benefit plans are defined-benefit.
• Defined-benefit plans generally expose the employer to actuarial risks such as changes in interest rates, wages and inflation. The potential impact of these risks is illustrated by a sensitivity analysis, details of which are set out below.
• The risk arising from benefits being spread over time is limited, since most plans involve a lump-sum payment. However, there is an option to pay annuities. If this option is used, the payment of annuities is handled through an insurance policy that converts the lump sum into an annuity. The risk of death in service is entirely covered through insurance. The risk of insurance companies becoming insolvent can be regarded as negligible.
• The administration and governance of insured plans are handled by the insurance company. CFE ensures that insurance companies comply with all retirements law.
• No material amendment, settlement or curtailment took place during the year.
Construction workers are covered by the defined-contribution pension plan funded by the "fbz-fse Constructiv" multi-employer pension fund. In addition, a small number of employers are covered by a "branche 21" insurance-funded defined-contribution plan.
Belgian law requires the employer to guarantee a minimum return of 3.25% on employer contributions and a minimum return of 3.75% on employee contributions. The statutory guaranteed minimum return, which is an average applicable on the employee's career, can be modified by Royal Decree. In the event of a modification, the new rates will apply from the date of the change onwards to both past and future contributions.
Although those pensions plans were, until now, accounted for as defined-contribution plans, a € 7 thousand provision, which represents the difference between the minimum guaranteed reserves and the cumulative reserves, has been accounted for on 31 December 2014.
2014 contributions to the defined-contribution plans amount to € 4,286 thousand on employer contribution and to € 111 thousand on employee contribution. Based on the last informations received from the insurance companies, assets allocated to those plans on 31 December 2014, amount to:
| (in € thousands) | 2014 | 2013 |
|---|---|---|
| Provisions taken for defined-benefit and early retirement plan obligations | (40,240) | (39,458) |
| Accrued rights, partly or fully funded | (157,786) | (136,782) |
| Fair value of plan assets | 117,546 | 97,324 |
| Provisions taken for obligations on the balance sheet | (40,240) | (39,458) |
| Bonds | (40,240) | (39,458) |
| Assets | 0 | 0 |
| (in € thousands) | 2014 | 2013 |
|---|---|---|
| At 1 January | (39,458) | (20,863) |
| Charges recognised in income | (6,716) | (4,299) |
| Charges recognised in the other elements of the comprehensive income | (1,680) | (4,324) |
| Contributions to plan assets | 7,633 | 5,248 |
| Effect of business combinations | 0 | (15,269) |
| Other movements | (19) | 49 |
| At 31 December | (40,240) | (39,458) |
The "effect of business combinations" item reflects the impact on provisions of acquiring an additional 50% stake in DEME on 24 December 2013.
| (in € thousands) | 2014 | 2013 |
|---|---|---|
| Charges recognised in income | (6,716) | (4,299) |
| Service cost | (5,042) | (3,504) |
| Discounting effects | (4,504) | (2,790) |
| Return on plan assets (-) | 3,264 | 2,133 |
| Unrecognised past service cost | (434) | (138) |
The cost of pension plans in the period is included under "Remuneration and social security payments" and under net financial items.
| (in € thousands) | 2014 | 2013 |
|---|---|---|
| Charges recognised in the other elements of the comprehensive income | (1,680) | (4,324) |
| Actuarial gains and losses | (19,685) | (5,254) |
| Return on plan assets (excluding amounts recognised in income) | 18,005 | 930 |
| (in € thousands) | 2014 | 2013 |
|---|---|---|
| At 1 January | (136,782) | (81,590) |
| Service cost | (5,042) | (3,504) |
| Discounting effects | (4,504) | (2,790) |
| Contributions to plan assets | (966) | (750) |
| Benefits paid to beneficiaries | 9,881 | 3,504 |
| Remeasurement of liabilities (assets) | (19,649) | (5,164) |
| Actuarial gains and losses resulting from changes to demographic assumptions | 0 | 0 |
| Actuarial gains and losses resulting from changes to financial assumptions | (20,200) | (4,099) |
| Actuarial gains and losses resulting from experience adjustments | 551 | (1,065) |
| Unrecognised past service cost | (1,641) | (138) |
| Effect of business combinations | 0 | (47,452) |
| Effect of business disposals | 0 | 527 |
| Effect of exchange-rate changes | 0 | 0 |
| Other movements | 917 | 575 |
| At 31 December | (157,786) | (136,782) |
The "effect of business combinations" item reflects the impact on provisioned obligations of acquiring an additional 50% stake in DEME on 24 December 2013.
| (in € thousands) | 2014 | 2013 |
|---|---|---|
| At 1 January | 97,324 | 60,728 |
| Return on plan assets (excluding amounts recognised in income) | 18,006 | 930 |
| Return on plan assets | 3,264 | 2,133 |
| Contributions to plan assets | 7,918 | 5,597 |
| Benefits paid to beneficiaries | (8,434) | (3,207) |
| Effect of business combinations | 0 | 32,182 |
| Effect of business disposals | 0 | (478) |
| Effect of exchange-rate changes | 0 | 0 |
| Other movements | (532) | (561) |
| At 31 December | 117,546 | 97,324 |
The "effect of business combinations" item reflects the impact on plan assets of acquiring an additional 50% stake in DEME on 24 December 2013.
| 2014 | 2013 | |
|---|---|---|
| Discount rate at 31 December | 2.30% | 3.40% |
| Expected rate of salary increases | 2.80% < 60 years et 1.80% > 60 years |
3.00% < 60 years et 2.00% > 60 years |
| Inflation rate | 1.80% | 2.00% |
| Mortality tables | MR/FR | MR/FR |
| 2014 | 2013 | |
|---|---|---|
| Duration (in years) | 12.60 | 11.62 |
| Average real return on plan assets | 22.0% | 5.0% |
| Contributions expected to be made to the plan in the next financial year | 7,396 | 8,343 |
| 2014 | 2013 | |
|---|---|---|
| Discount rate | ||
| 25bp increase | -3.3% | -2.9% |
| 25bp decrease | +3.6% | +2.9% |
| Growth rate | ||
| 25bp increase | +2.5% | +2.0% |
| 25bp decrease | -0.3% | -1.8% |
At 31 December 2014, these provisions amounted to € 89,123 thousand, an increase of € 15,287 thousand relative to end-2013 (*) (€ 73,836 thousand).
| (in € thousands) | After-sales servicee |
Other current liabilitiess |
Provisions for equity methods |
Other non current liabilities |
Total |
|---|---|---|---|---|---|
| Balance at the end of the previous period (*) | 17,223 | 30,958 | 15,368 | 10,287 | 73,836 |
| Effects of changes in exchange rates | (51) | (148) | 0 | 4 | (195) |
| Transfers between items | (4,781) | (1,169) | 9,273 | 282 | 3,605 |
| Additions to provisions | 4,661 | 17,970 | 0 | 10,658 | 33,289 |
| Used provisions | (2,087) | (12,974) | 0 | (4,628) | (19,689) |
| Provisions reversed unused | (132) | (1,023) | 0 | (568) | (1,723) |
| Balance at the end of the period | 14,833 | 33,614 | 24,641 | 16,035 | 89,123 |
| of which: current: | 48,447 | ||||
| non-current: | 40,676 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" as explained in note 2.1
Provisions for after-sales service decreased by € 2,390 thousand to € 14,833 thousand at end-2014. The change in 2014 was the result of additions to and/or reversals of provisions recognised in relation to 10-year warranties.
Provisions for other current liabilities increased by € 2,656 thousand to € 33,614 thousand at end-2014.
These include:
When the CFE Group's share of losses exceeds its interest in an associate, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred obligations in respect of the associate. The amount of those commitments is accounted for in the non-current provisions, as the Group considers to have the obligation to support those entities and their projects.
Provisions for other non-current liabilities include the provisions for liabilities not directly related to site operations in progress..
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 sector and which are treated by applying the percentage-of-completion method during the recognition of revenue.
| (in € thousands) | 31/12/2014 | 31/12/2013 (*) | ||||
|---|---|---|---|---|---|---|
| Non current |
Current | Total | Non current |
Current | Total | |
| Bank loans and other financial debt | (256,035) | (155,775) | (411,810) | (448,776) | (240,822) | (689,598) |
| Bonds | (306,895) | (306,895) | (208,621) | 0 | (208,621) | |
| Drawings on credit facilities | (60,000) | (60,000) | (30,000) | 0 | (30,000) | |
| Borrowings under finance leases | (62,030) | (7,546) | (69,576) | (17,878) | (4,006) | (21,884) |
| Total long-term financial debt | (684,960) | (163,321) | (848,281) | (705,275) | (244,828) | (950,103) |
| Short-term financial debt | (43,350) | (43,350) | 0 | (101,290) | (101,290) | |
| Cash equivalents | 14,385 | 14,385 | 0 | 24,789 | 24,789 | |
| Cash | 689,116 | 689,116 | 0 | 412,545 | 412,545 | |
| Net short-term financial debt/(cash) | 660,151 | 660,151 | 0 | 336,044 | 336,044 | |
| Total net financial debt | (684,960) | 496,830 | (188,130) | (705,275) | 91,216 | (614,059) |
| Derivative instruments used as interest-rate hedges | (12,413) | (8,532) | (20,945) | (16,352) | (10,599) | (26,951) |
26.1. Net financial debt, as defined by the group, breaks down as follows:
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement described in note 2.1).
The bond issued by a CFE, in a nominal amount of € 100 million and maturing on 21 June 2018, was reclassified as current liabilities at 31 December 2013 because of the bonds' change-of-ownership clause.
| (in € thousands) | 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 years |
Total |
|---|---|---|---|---|---|---|---|
| Bank loans and other financial debt | (155,775) | (90,407) | (78,868) | (86,689) | (71) | 0 | (411,810) |
| Bonds | (1,752) | (1,752) | (1,752) | (301,638) | 0 | 0 | (306,895) |
| Drawings on credit facilities | 0 | (60,000) | 0 | 0 | 0 | 0 | (60,000) |
| Borrowings under finance leases | (7,547) | (14,099) | (6,752) | (13,248) | (7,186) | (20,744) | (69,576) |
| Total long-term financial debt | (165,074) | (166,259) | (87,372) | (401,575) | (7,257) | (20,744) | (848,281) |
| Short-term financial debt | (43,350) | (43,350) | |||||
| Cash equivalents | 14,385 | 14,385 | |||||
| Cash | 689,116 | 689,116 | |||||
| Net short-term financial debt | 660,151 | 0 | 0 | 0 | 0 | 0 | 660,151 |
| Change in net financial debt | 495,077 | (166,259) | (87,372) | (401,575) | (7,257) | (20,744) | (188,130) |
The present value of current finance lease obligations amounted to € 7,547 thousand (2013: € 4,337 thousand), These finance leases mainly relate to DEME, the premises of the Louis Stevens & Co NV and Engema NV and the buildings and machinery of Groep Terryn NV and its subsidiaries.
At 31 December 2014, the CFE group had confirmed long-term bank credit facilities of € 125 million, of which € 60 million were drawn at end-2014.
On 21 June 2012, CFE issued € 100 million of bonds maturing on 21 June 2018 and paying a coupon of 4.75%. On 14 February 2013, DEME issued € 200 million of bonds maturing on 14 February 2019 and paying a coupon of 4.145%.
Bank loans and other financial debts mainly concern DEME and loans relating to real-estate projects, and are without recourse against CFE.
Bilateral loans are subject to specific covenants that take into account factors such as financial debt and the ratio of debt to equity or non-current assets, as well as cash flow. CFE Group complies with all these covenants at 31 December 2014.
The interest rate risk management is insured within the group by making a distinction between concessions, property management, holding, contracting activities and dredging (DEME).
As far as the concessions is concerned, the interest rate risk management is performed considering two horizons:
On the one hand, a long-term horizon to secure and optimize the economic balance of the concession, and on the other hand, a short term horizon to optimize the average cost of debt. Derivative products are used such as interest rate swaps in order to hedge the interest rate risk. These hedging instruments equal at maximum the same notional amounts and the same due dates as the hedged debts. From an accounting point of view, these products are qualified as hedging operations.
As far as dredging is concerned, the group CFE, through its subsidiary DEME, has to face important financings in the context of the dredges investments. The objective is to reach an optimal balance between the financing cost and the volatility of the financial results. DEME uses derivative instruments as interest rate swaps (IRS) in order to hedge the interest rate risk. These hedging instruments equal generally the same notional amounts and generally have the same due dates as the hedged debts. From an accounting point of view, these products will not always be qualified as hedging operations.
The contracting activities are characterized by an excess of cash which partially compensate the property commitments. The management is mainly centralized through the cash pooling.
| (in € thousands) | Fixed rate | Floating rate | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Type of debts | Amounts | Quota | Rate Amounts | Quota | Rate Amounts | Quota | Rate | ||
| Bank loans and other financial debts | 1,040 | 0.28% | 4.61% | 410,770 | 86.67% | 1.29% | 411,810 | 48.55% | 1.30% |
| Bonds | 306,894 | 81.98% | 4.34% | 0 | 0.00% | 0.00% 306,894 | 36.18% | 4.34% | |
| Credit line used | 0 | 0.00% | 0.00% | 60,000 | 12.66% | 1.25% | 60,000 | 7.07% | 1.25% |
| Loans related to finance lease | 66,410 | 17.74% | 1.57% | 3,167 | 0.67% | 4.25% | 69,577 | 8.20% | 1.69% |
| Total | 374,344 | 100% | 3.85% 473,937 | 100% | 1.30% 848,281 | 100% | 2.43% |
| (in € thousands) | 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 |
341,955 | 47.81% | 3.12% | 69,855 | 52.51% | 1.43% | 0 | 0.00% | 0.00% | 411,810 | 48.55% | 2.83% |
| Bonds | 306,894 | 42.91% | 4.34% | 0 | 0.00% | 0.00% | 0 | 0.00% | 0.00% 306,894 | 36.18% | 4.34% | |
| Credit line used | 0 | 0.00% | 0.00% | 60,000 | 45.11% | 1.25% | 0 | 0.00% | 0.00% | 60,000 | 7.07% | 1.25% |
| Loans related to finance lease |
66,410 | 9.28% | 1.57% | 3,167 | 2.38% | 4.25% | 0 | 0.00% | 0.00% | 69,577 | 8.20% | 1.69% |
| Total | 715,259 | 100% | 3.50% 133,023 | 100% | 1.42% | 0 | 0.00% | 0.00% 848,281 | 100% | 3.17% |
The group CFE is subject to the risk of interest rates fluctuation on its result considering:
Nevertheless, the variation in the value of derivatives qualified as cash flow hedges does not impact directly the profit& loss accounts and is accounted for in equity.
The following analysis is performed by supposing that the amount of financial debts and derivatives as per December 31, 2014 is constant over the year.
A variation of 50 basis points in interest rate at the closing date would have had as consequence an increase or a decrease of the equity and result for the amounts indicated here below. For the needs of the analysis, the other parameters have been supposed constant.
| (in € thousands) | 31/12/2014 | |||
|---|---|---|---|---|
| Result | Equity | |||
| Impact of the sensitivity calculation +50bp |
Impact of the sensitivity calculation -50bp |
Impact of the sensitivity calculation +50bp |
Impact of the sensitivity calculation -50bp |
|
| Non current debts (+portion due within the year) with variable rate after accounting hedge |
790 | (790) | ||
| Net short term Financial debt (*) | 217 | (217) | ||
| Derivatives not qualified as hedge | 141 | (61) | ||
| Derivatives qualified as highly potential or certain cash flow |
2,671 | (4,724) |
(*) excluding cash at bank and in hand.
Instruments qualified as cash flow hedges at the closing date have the following characteristics:
| (in € thousands) | 31/12/2014 | |||||
|---|---|---|---|---|---|---|
| <1 year Between | 1 and 2 years |
Between 3 and 5 years |
> 5 years Notional | Fair value asset |
Fair value liability |
|
| Swap of interest rate receive floating rate and pay fixed rate | ||||||
| Interest rate options (cap, collar) | ||||||
| Interest rate derivatives hedge of highly probable: estimated cash flow |
0 | |||||
| Swap of interest rate receive floating rate and pay fixed rate | ||||||
| Interest rate options (cap, collar) | ||||||
| Interest rate derivatives: hedge of certain cash flow | 0 |
| (in € thousands) | 31/12/2013 (*) | ||||
|---|---|---|---|---|---|
| <1 year Between 1 and 2 years |
Between 3 and 5 years |
> 5 years Notional | Fair value asset |
Fair value liability |
|
| Swap of interest rate receive floating rate and pay fixed rate | |||||
| Interest rate options (cap, collar) | |||||
| Interest rate derivatives hedge of highly probable: estimated cash flow |
0 | ||||
| Swap of interest rate receive floating rate and pay fixed rate | 50,000 | 50,000 | (540) | ||
| Interest rate options (cap, collar) | |||||
| Interest rate derivatives: hedge of certain cash flow | 50,000 | 50,000 | (540) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" (restatement described in note 2.1).
| (in € thousands) | 31/12/2014 | ||||||
|---|---|---|---|---|---|---|---|
| <1 year Between 1 and 2 years |
Between 3 and 5 years |
> 5 years Notional | Fair value asset |
Fair value liability |
|||
| Swap of interest rate receive floating rate and pay fixed rate | |||||||
| Interest rate options (cap, collar) | |||||||
| Interest rate derivatives hedge of highly probable: estimated cash flow |
0 | ||||||
| Swap of interest rate receive floating rate and pay fixed rate | 153,174 | 144,068 | 150,246 | 0 | 447,789 | (20,352) | |
| Interest rate options (cap, collar) | |||||||
| Interest rate derivatives: hedge of certain cash flow | 153,174 | 144,068 | 150,246 | 0 | 447,489 | (20,352) |
| (in € thousands) | 31/12/2013 (*) | ||||||
|---|---|---|---|---|---|---|---|
| <1 year Between 1 and 2 years |
Between 3 and 5 years |
> 5 years Notional | Fair value asset |
Fair value liability |
|||
| Swap of interest rate receive floating rate and pay fixed rate | |||||||
| Interest rate options (cap, collar) | |||||||
| Interest rate derivatives hedge of highly probable: estimated cash flow |
0 | ||||||
| Swap of interest rate receive floating rate and pay fixed rate | 139,521 | 315,582 | 184,349 | 15,659 | 655,110 | (29,094) | |
| Interest rate options (cap, collar) | |||||||
| Interest rate derivatives: hedge of certain cash flow | 139,521 | 315,582 | 184,349 | 15,659 | 655,110 | (29,094) |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" (restatement described in note 2.1)
Since the group CFE has taken control over DEME, a remeasurement of the effectiveness of the hedge in dredging from the acquisition date has been performed in order to confirm the hedge accounting.
The group CFE and its subsidiaries does not practice a hedge on foreign exchange rates for its contracting and property activities as their markets are mainly situated within the euro zone. DEME practices exchange rate hedges taking into account the international character of the activity and the execution of markets in foreign currency. Changes in fair value are recorded as cost of contract if it occurs in the scope of a construction contract. Currencies subjected to exchange risk are listed in note 2.
When exchange rate risk related to a risk exposure at operational level would occur, the group policy consists in limiting the exposure to the fluctuation of foreign currencies.
The outstanding debts (without considering finance lease debts which are mainly in Euro) by currency are:
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Euro | 848,281 | 950,103 |
| US Dollar | 0 | 0 |
| Other currencies | 0 | 0 |
| Total long term debts | 848,281 | 950,103 |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement described in note 2.1).
The following table discloses the fair value and the notional amount of exchange rate instrument issued (forward sales/purchase agreements) (+: asset / - liability):
| (in € thousands) | Notional | Fair value | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| USD US Dollar |
Other related to USD |
GBP Pound |
Other | Total | USD US Dollar |
Other related to USD |
GBP Pound |
Other | Total | |
| Forward purchase | 141,535 | 92,811 | 9,009 | 12,125 | 255,480 | 3,382 | (98) | 168 | 177 | 3,629 |
| Forward sale | 307,438 | 50,194 | 4,709 | 69,524 | 431,866 | (8,773) | (395) | (77) | 1,095 | (8,150) |
The fair value variation of exchange rate instruments is considered as a construction costs. This variation is presented as an operational result.
The group CFE, in particular through its subsidiary DEME, is exposed to exchange rate fluctuation risk on its result.
The following analysis is performed supposing that the amount of financial assets/liabilities and derivatives as per December, 31,2014 is constant over the year.
A variation of 5% of exchange rate (appreciation of the EUR) at closing date would have as a consequence an increase or a decrease of the equity and the result for the amounts disclosed here below. For the needs of the analysis, the other parameters have been supposed constant.
| (in € thousands) | 31/12/2014 – Result | |
|---|---|---|
| Impact of sensitivity calculation depreciation of 5% of the EUR |
Impact of sensitivity calculation appreciation of 5% of the EUR |
|
| Non current debts (+portion due within the year) with variable rate after accounting hedge |
651 | (620) |
| Net short term Financial debt | (635) | 605 |
| Working Capital | (1,204) | 1,146 |
Raw materials and furniture incorporated into the works constitute an essential element of the cost price.
Although some markets include price revisions clauses or revision formulas and that the group CFE sets up, in some cases, hedges of furniture prices (gas-oil), the risk of price fluctuation of raw materials can not be completely excluded.
DEME is hedged against gas-oil fluctuations through the purchase of options or forward agreement on fuel. The fair value variation of these instruments is considered as construction costs. This variation is presented as an operating result.
The fair value of these instruments amounts to 7,624 thousand Euro at the end of 2014 (in comparison with -57 thousand Euro in 2013(*)).
The group CFE is exposed to credit risk in case of insolvency of its clients. It is exposed to the counterparty risk in the context of cash deposits, subscription of negotiable share receivables, financial receivables and derivative products.
In addition, the group CFE set up procedures in order to avoid and limit the concentration of credit risk.
For large-scale export, if the country is eligible and the risk covered by credit insurance, DEME and CFE cover themselves regularly through competent bodies in this matter (Office National du Ducroire).
The group has defined a system of investment limits in order to monitor the counterparty risk. This system determines maximum amounts eligible for investment by counterparty defined according to their credit notations published by Standard & Poor's and Moody's.
These limits are regularly monitored and updated.
Regarding the risk on trade receivables, the group defined procedures in order to limit the risk. It should be noted that a large part of the consolidated sales is realized with public or para-public clients.
In addition, CFE considers that the concentration of the counterparty risk for clients is limited due to the large number of clients.
In order to reduce the current risk, the group CFE monitors regularly its outstanding clients and adapts its position towards them. The credit risk is however not totally eliminated, but is limited. Regarding this matter, it should be noted that the order book decreases in Africa due to greater selectivity in the choice of projects and due to the sale of the Toukra II (Chad) contract to our local partner. CFE wants to limit its exposure on that country as long as there has been no significant reduction in the outstanding receivables on the Chadian government. The recovery of those receivables will be a major challenge for 2015.
The analysis of the delay of payment at the end of 2013 and 2014 arises as follows:
| As per December, 31,2014 (in € thousands) | Closing | Not past due | < 3 months | < 1 year | > 1 year |
|---|---|---|---|---|---|
| Trade and other receivables | 1,022,755 | 571,590 | 203,142 | 224,558 | 23,465 |
| Gross total | 1,022,755 | 571,590 | 203,142 | 224,558 | 23,465 |
| Prov. Trade and other receivables | (22,846) | 0 | (1,589) | (5,537) | (15,720) |
| Total provisions | (22,846) | 0 | (1,589) | (5,537) | (15,720) |
| Total net amounts | 999,909 | 571,590 | 201,553 | 219,021 | 7,745 |
| As per December, 31,2013 (*) (in € thousands) | Closing | Not past due | < 3 months | < 1 year | > 1 year |
| Trade and other receivables | 1,038,622 | 758,011 | 95,042 | 111,809 | 73,760 |
| Gross total | 1,038,622 | 758,011 | 95,042 | 111,809 | 73,760 |
| Prov. Trade and other receivables | (22,348) | (18,721) | (518) | (648) | (2,461) |
| Total provisions | (22,348) | (18,721) | (518) | (648) | (2,461) |
| Total net amounts | 1,016,274 | 739,290 | 94,524 | 111,161 | 71,299 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" (restatement described in note 2.1).
The overdue amounts mainly relate to additional works and subsequent contracts modifications accepted by the customers, but that are still subject to budgetary inscriptions or that are part of a broader negotiations process.
CFE could negotiate new bilateral credit lines under favourable conditions allowing the group to decrease the liquidity risk.
| December 31, 2014 (in € thousands) | Financial instru ments not designated as hedging instru ments |
Deriv atives designated as hedging instru ments |
Financial instru ments available for sales |
Loans and trade receiv ables at amortised costs |
Total of carrying amount |
Fair value measure ments 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 | Niveau 2 | 2,723 | |||
| Financial loans and receivables (1) | 106,618 | 106,618 | Niveau 2 | 106,618 | |||
| Interest rate derivatives – cash flow hedges |
674 | 674 | Niveau 2 | 674 | |||
| 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 | Niveau 2 | 1,082,504 | |||
| Cash management financial assets | |||||||
| Cash equivalents (2) | 14,385 | 14,385 | Niveau 2 | 14,385 | |||
| Cash at bank and in hand (2) | 689,116 | 689,116 | Niveau 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 | Niveau 1 | 317,956 | |||
| Financial debts | 378,065 | 378,065 | Niveau 2 | 402,758 | |||
| Interest rate derivatives – cash flow hedges |
12,922 | 12,922 | Niveau 2 | 12,922 | |||
| Current financial liabilities | 24,948 | 1,305,980 | 1,330,928 | 1,336,876 | |||
| Interest rate derivatives – highly probable projected cash flow hedges |
593 | 593 | Niveau 2 | 593 | |||
| Interest rate derivatives – cash flow hedges |
7,939 | 7,939 | Niveau 2 | 7,939 | |||
| Exchange rate derivatives – non cash flow hedges |
8,792 | 8,792 | Niveau 2 | 8,792 | |||
| Other derivatives instruments – non hedge |
7,624 | 7,624 | Niveau 2 | 7,624 | |||
| Trade payables and other operating debts Bonds |
1,099,309 | 1,099,309 | Niveau 2 | 1,099,309 | |||
| Financial debts | 206,671 | 206,671 | Niveau 2 | 212,619 | |||
| Total liabilities | 24,948 | 12,922 | 1,990,940 | 2,028,810 | 2,070,512 |
1 Included in captions "Other non current financial assets" and "Other non current assets".
2 Included in caption "Cash and cash equivalents".
The fair value of financial instruments can be classified into three levels based on the degree to which the inputs to the fair value measurements are observable:
The fair value of financial instruments have been determined using the following methods:
The CFE group's obligations relating to non-cancellable operating leases are as follows:
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Expiring in less than 1 year | 12,550 | 5,699 |
| Expiring in more than 1 year and up to 5 years | 17,482 | 8,423 |
| Expiring in more than 5 years | 11,952 | 12,168 |
| Total | 41,984 | 26,290 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" (restatement described in note 2.1).
Total commitments given by the CFE group at 31 December 2014, other than real security interests, totalled € 1,199,817 thousand (2013(*): € 1,166,686 thousand). Commitments given by DEME are included at 100% in the comparative figures:
These commitments break down as follows,
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Performance guarantees and performance bonds (a) | 903,231 | 821,118 |
| Bid bonds (b) | 9,916 | 30,977 |
| Repayment of advance payments (c) | 19,731 | 17,453 |
| Retentions (d) | 22,365 | 58,132 |
| Deferred payments to subcontractors and suppliers (e) | 5,220 | 29,596 |
| Other commitments given - including € 132.587 thousand of corporate guarantees at DEME | 239,354 | 209,410 |
| Total | 1,199,817 | 1,166,686 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" (restatement described in note 2.1).
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.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Performance guarantees and performance bonds | 61,403 | 36,994 |
| Other commitments received | 43,346 | 12,029 |
| Total | 104,749 | 49,023 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" (restatement described in note 2.1).
The group CFE is exposed to a number of claims that may be regarded as normal in the construction industry. In most cases, the CFE group seeks to settle with the other party, and this substantially reduced the number of legal proceedings.
The CFE group tries to recover amounts receivable from its customers. However, it is not possible to estimate these potential assets.
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Assets with related parties | 240,276 | 292,167 |
| Non current financial assets | 107,389 | 70,338 |
| Trade and other receivables | 126,468 | 183,022 |
| Other current assets | 6,419 | 38,807 |
| Liabilities with related parties | 61,244 | 44,146 |
| Other non current liabilities | 6,276 | 3,052 |
| Trade and other liabilities | 54,968 | 41,094 |
(*) Amounts adjusted in accordance (i) with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" and (ii) with the valorization of the fair value of DEME's identifiable assets and liabilities as the result of the acquisition of the remaining 50% stake in DEME on 24 December 2013 (restatement described in note 2.1).
| (in € thousands) | 2014 | 2013 (*) |
|---|---|---|
| Revenues and expenses with related parties | 98,731 | 96,282 |
| Revenue and revenue from auxiliary activities | 128,004 | 107,111 |
| Purchases and other operating expenses | (32,464) | (13,760) |
| Net financial income/expense | 3,191 | 2,931 |
(*) Amounts adjusted in accordance with the change in accounting principle related to IFRS 10 "Consolidated financial statements" and IFRS 11 "Joint arrangements" (restatement described in note 2.1).
The remuneration paid to statutory auditors in respect of the whole group in 2014, including CFE SA, amounted to:
| (in € thousands) | Deloitte | Other | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Audit | ||||
| Statutory audit certification and examination of individual company and consolidated accounts |
1,243.9 | 66.13% | 572.7 | 48.19% |
| Related work and other audits | 114.0 | 6.06% | 44.5 | 3.75% |
| Subtotal, audit | 1,358.0 | 72.19% | 617.2 | 51.94% |
| Other services | ||||
| Legal, tax and employment | 245.1 | 13.03% | 454.2 | 38.23% |
| Other | 278.0 | 14.78% | 116.8 | 9.83% |
| Subtotal, other services | 523.1 | 27.81% | 571.0 | 48.06% |
| Total statutory auditors' fees: | 1,881.1 | 100% | 1,188.2 | 100% |
On February 2015, CFE sold its interests (100%) in Aannemingen Van Wellen NV to Asfalt-, Wegenis-, en Bouwwerken NV (ASWEBO), the road construction subsidiary of Willemen Group. The transaction that has still to be approved by market authorities should take place during the first quarter of 2015. The capital gain recognised on this sale in the Group consolidated net result of 2015 is estimated at around 10 million euro. The "Building" division of Aannemingen Van Wellen that was transferred to a subsidiary of the group on November 28th, 2014 will continue to operate in Flanders under the name "Atro Bouw".
| Name | Head office | Division | Group interest (%) (Economic interest) |
|---|---|---|---|
| EUROPE | |||
| Germany | |||
| NORDSEE NASSBAGGER UND TIEFBAU GMBH | Bremen | Dredging | 100% |
| OAM-DEME MINERALIEN GMBH | Hamburg | Dredging | 70% |
| Belgium | |||
| HDP CHARLEROI | Brussels | Concessions | 55.04% |
| ABEB NV | Antwerp | Contracting | 100% |
| AMART SA | Brussels | Contracting | 100% |
| ARIADNE NV | Opglabbeek | Contracting | 100% |
| BATIMENTS ET PONTS CONSTRUCTION SA | Brussels | Contracting | 100% |
| BE.MAINTENANCE SA | Brussels | Contracting | 100% |
| BENELMAT SA | Limelette | Contracting | 100% |
| BRANTEGEM NV | Alost | Contracting | 100% |
| ENGEMA SA | Brussels | Contracting | 100% |
| ETABLISSEMENTS DRUART SA | Péronne-lez-Binche | Contracting | 100% |
| ETEC SA | Manage | Contracting | 100% |
| GROEP TERRYN NV | Moorslede | Contracting | 55.04% |
| LOUIS STEVENS NV | Halen | Contracting | 100% |
| NIZET ENTREPRISES SA | Louvain-la-Neuve | Contracting | 100% |
| PROCOOL SA | Péronne-lez-Binche | Contracting | 100% |
| REMACOM NV | Beervelde (Gand) | Contracting | 100% |
| SOGECH SA | Manage | Contracting | 100% |
| VANDERHOYDONCKS NV | Alken | Contracting | 100% |
| VMA NV | Sint-Martens-Latem | Contracting | 100% |
| VMA WEST NV | Meulebeke | Contracting | 100% |
| VOLTIS SA | Louvain-la-Neuve | Contracting | 100% |
| AGROVIRO NV | Zwijndrecht | Dredging | 74.90% |
| BAGGERWERKEN DECLOEDT EN ZOON NV | Ostend | Dredging | 100% |
| CEBRUVAL BRUCEVAL SA | Gosselies | Dredging | 74.90% |
| CETRAVAL SA | Gosselies | Dredging | 74.90% |
| COMBINED MARINE TERMINAL OPERATIONS WORLDWIDE NV |
Zwijndrecht | Dredging | 54.37% |
| DEME BLUE ENERGY NV | Zwijndrecht | Dredging | 69.99% |
| DEME BUILDING MATERIALS NV | Zwijndrecht | Dredging | 100% |
| DEME CONCESSIONS INFRASTRUCTURE NV | Zwijndrecht | Dredging | 100% |
| DEME CONCESSIONS NV | Zwijndrecht | Dredging | 100% |
| DEME CONCESSIONS WIND NV | Zwijndrecht | Dredging | 100% |
| DEME COORDINATION CENTER NV | Zwijndrecht | Dredging | 100% |
| Name | Head office | Division | Group interest (%) (Economic interest) |
|---|---|---|---|
| DEME ENVIRONMENTAL CONTRACTORS NV | Zwijndrecht | Dredging | 74.90% |
| DEME NV | Zwijndrecht | Dredging | 100% |
| DREDGING INTERNATIONAL NV | Zwijndrecht | Dredging | 100% |
| ECOTERRES HOLDING SA | Gosselies | Dredging | 74.90% |
| ECOTERRES SA | Gosselies | Dredging | 74.90% |
| EVERSEA NV | Zwijndrecht | Dredging | 100% |
| FILTERRES SA | Gosselies | Dredging | 56.10% |
| GEOSEA NV | Zwijndrecht | Dredging | 100% |
| GLOBAL SEA MINERAL RESOURCES NV | Ostend | Dredging | 99.97% |
| GROND RECYCLAGE CENTRUM KALLO NV | Kallo | Dredging | 52.43% |
| GROND RECYCLAGE CENTRUM ZOLDER NV | Heusden-Zolder | Dredging | 36.70% |
| KALIS SA | Gosselies | Dredging | 74.90% |
| LOGIMARINE SA | Antwerp | Dredging | 100% |
| M.D.C.C. INSURANCE BROKERS NV | Brussels | Dredging | 100% |
| OFFSHORE WIND ASSISTANCE NV | Zwijndrecht | Dredging | 100% |
| PURAZUR NV | Zwijndrecht | Dredging | 74.90% |
| SCALDIS SALVAGE & MARINE CONTRACTORS NV | Antwerp | Dredging | 54.37% |
| INTERNATIONAL FINANCE CENTER CFE SA | Brussels | Holding | 100% |
| BATIPONT IMMOBILIER SA | Brussels | Real Estate | 100% |
| BRUSILIA BUILDING NV | Brussels | Real Estate | 100% |
| CONSTRUCTION MANAGEMENT SA | Brussels | Real Estate | 100% |
| DEVELOPPEMENT D'HABITATIONS BRUXELLOISES | Brussels | Real Estate | 100% |
| PRE DE LA PERCHE SA | Brussels | Real Estate | 100% |
| PROJECTONTWIKKELING VAN WELLEN NV | Kapellen | Real Estate | 100% |
| SOGESMAINT SA | Brussels | Real Estate | 100% |
| VAN MAERLANT SA | Brussels | Real Estate | 100% |
| Cyprus | |||
| CONTRACTORS OVERSEAS LTD | Oraklini | Dredging | 100% |
| DREDGING INTERNATIONAL CYPRUS LTD | Nicosia | Dredging | 100% |
| DREDGING INTERNATIONAL SERVICES CYPRUS LTD | Nicosia | Dredging | 100% |
| France | |||
| FRANCO-BELGE DE CONSTRUCTIONS INTERNATIONALES SAS | Paris | 100% | |
| ENERGIES DU NORD SAS | Lambersart | Dredging | 100% |
| EUROP AGREGATS SARL | Lambersart | Dredging | 100% |
| SOCIETE DE DRAGAGE INTERNATIONAL SA | Lambersart | Dredging | 100% |
| United Kingdom | |||
| DEME BUILDING MATERIALS LTD | West Sussex | Dredging | 100% |
| DEME ENVIRONMENTAL CONTRACTORS UK LTD | Weybridge, Surrey | Dredging | 74.90% |
| DREDGING INTERNATIONAL UK LTD | West Sussex | Dredging | 100% |
| Name | Head office | Division | Group interest (%) (Economic interest) |
|---|---|---|---|
| Luxembourg | |||
| COMPAGNIE LUXEMBOURGEOISE D'ENTREPRISES CLE SA | Strassen | Contracting | 100% |
| DREDGING INTERNATIONAL LUXEMBOURG SA | Windhof | Dredging | 100% |
| GEOSEA LUXEMBOURG SA | Windhof | Dredging | 100% |
| MARITIME SERVICES AND SOLUTIONS SA | Windhof | Dredging | 100% |
| SAFINDI SA | Windhof | Dredging | 100% |
| SOCIETE DE DRAGAGE LUXEMBOURG SA | Windhof | Dredging | 100% |
| TIDEWAY LUXEMBOURG SA | Windhof | Dredging | 100% |
| COMPAGNIE IMMOBILIERE DE WEIMERSKIRCH SA | Strassen | Real Estate | 100% |
| COMPAGNIE LUXEMBOURGEOISE IMMOBILIERE CLİ SA | Strassen | Real Estate | 100% |
| P.R.N.E. SA PARC RESIDENTIEL NEI EISCH | Luxembourg | Real Estate | 100% |
| SOGESMAINT CBRE LUXEMBOURG SA | Strassen | Real Estate | 100% |
| SOCIETE FINANCIERE D'ENTREPRISES SFE SA | Strassen | Holding | 100% |
| Hungary | |||
| CFE HUNGARY EPITOIPARI KFT | Budapest | Contracting | 100% |
| VMA HUNGARY LLC | Budapest | Contracting | 100% |
| Netherlands | |||
| CFE NEDERLAND BV | Dordrecht | Contracting | 100% |
| GEKA BV | Dordrecht | Contracting | 100% |
| DE VRIES & VAN DE WIEL BV | Schagen | Dredging | 74.90% |
| DE VRIES & VAN DE WIEL KUST EN OEVERWERKEN BV | Schagen | Dredging | 87.45% |
| DEME BUILDING MATERIALS BV | Vlissingen | Dredging | 100% |
| TIDEWAY BV | Breda | Dredging | 100% |
| Poland | |||
| CFE POLSKA S.P. ZOO | Warsaw | Contracting | 100% |
| VMA POLSKA S.P.ZOO | Warsaw | Contracting | 100% |
| BPI OBOZOWA S.P.ZOO | Warsaw | Real Estate | 100% |
| BPI WROCLAW S.P.ZOO | Warsaw | Real Estate | 100% |
| IMMO WOLA S.P. ZOO | Warsaw | Real Estate | 100% |
| Romania | |||
| CFE CONTRACTING AND ENGINEERING SRL | Bucharest | Contracting | 100% |
| Slovakia | |||
| CFE SLOVAKIA SRO | Bratislava | Contracting | 100% |
| VMA SLOVAKIA SRO | Trencin | Contracting | 100% |
| Name | Head office | Division | Group interest (%) (Economic interest) |
|---|---|---|---|
| Other European countries | |||
| VMA ELEKTRIK TESISATI VE INSAAT TICARET LIMITED SIRKETI | Istanbul, Turkey | Contracting | 100% |
| BAGGERWERKEN DECLOEDT EN ZOON ESPANA SA | Madrid, Spain | Dredging | 100% |
| BERIN ENGENHARIA DRAGAGENS E AMBIENTE S.A. | Lisbon, Portugal | Dredging | 100% |
| DREDGING INTERNATIONAL BULGARIA SERVICES EOOD | Sofia, Bulgaria | Dredging | 100% |
| DREDGING INTERNATIONAL ESPANA SA | Madrid, Spain | Dredging | 100% |
| DREDGING INTERNATIONAL UKRAINE LLC | Odessa, Ukraine | Dredging | 100% |
| MORDRAGA LLC | Saint-Petersburg, Russia |
Dredging | 100% |
| SOCIETA ITALIANA DRAGAGGI SPA | Rome, Italy | Dredging | 100% |
| AFRICA | |||
| Angola | |||
| DRAGAGEM ANGOLA SERVICOS LDA | Luanda | Dredging | 100% |
| SOYO DRAGAGEM LTDA | Luanda | Dredging | 100% |
| Nigeria | |||
| DREDGING INTERNATIONAL SERVICES NIGERIA LTD | Lagos | Dredging | 100% |
| TIDEWAY INTERNATIONAL SERVICES NIGERIA LTD | Lagos | Dredging | 70% |
| Chad | |||
| CFE CHAD SA | Ndjamena | Contracting | 100% |
| Tunisia | |||
| CONSTRUCTION MANAGEMENT TUNISIE SA | Tunis | Contracting | 99.96% |
| Other African countries | |||
| SAMAMEDI SPA | Dely Ibrahim, Algeria | Dredging | 100% |
| DRAGAMOZ LIMITADA | Maputo, Mozambique | Dredging | 100% |
| ASIA | |||
| India | |||
| DREDGING INTERNATIONAL INDIA PVT LTD | New Dehli | Dredging | 99.78% |
| INTERNATIONAL SEAPORT DREDGING PTY LTD | Chennai | Dredging | 86.00% |
| Name | Head office | Division | Group |
|---|---|---|---|
| interest (%) | |||
| (Economic | |||
| interest) | |||
| DREDGING INTERNATIONAL MALAYSIA SDN BHD | Kuala Lumpur, Malaysia |
Dredging | 100% |
|---|---|---|---|
| DREDGING INTERNATIONAL ASIA PACIFIC PTE LTD | Singapore | Dredging | 100% |
| DREDGING INTERNATIONAL MANAGEMENT CONSULTING SHANGHAI LTD |
Shanghai, China | Dredging | 100% |
| FAR EAST DREDGING LTD | Hong Kong | Dredging | 100% |
| MASCARENES DREDGING & MANAGEMENT LTD | Ebene,Mauritius | Dredging | 100% |
| OFFSHORE MANPOWER SINGAPORE PTE LTD | Singapore | Dredging | 100% |
| AMERICAS | |||
| Brazil | |||
| DEC DO BRASIL ENGENHARIA AMBIENTAL LTDA | Santos | Dredging | 74.90% |
| DRAGABRAS SERVICOS DE DRAGAGEM LTDA | Rio de Janero | Dredging | 100% |
| Canada | |||
| TIDEWAY CANADA LTD | New Scotland | Dredging | 100% |
| Other American countries | |||
| DREDGING INTERNATIONAL MEXICO SA | Mexico | Dredging | 100% |
| DREDGING INTERNATIONAL DE PANAMA SA | Panama | Dredging | 100% |
| LOGIMARINE SA DE CV | Mexico | Dredging | 100% |
| OFFSHORE MANPOWER SUPPLY PANAMA LTD | Panama | Dredging | 100% |
| SERVIMAR SA | Caracas, Venezuela | Dredging | 100% |
| PACIFIC | |||
| Australia | |||
| DREDGING INTERNATIONAL AUSTRALIA PTY LTD | Queensland | Dredging | 100% |
| GEOSEA AUSTRALIA PTY LTD | Brisbane | Dredging | 100% |
With the exception of Aannemingen Van Wellen NV, which has a 30 November year end, and VMA West NV, which has a 30 June year end, all subsidiaries have a 31 December year end.
| Name | Head Office | Division | Group interest (%) (Economic interest) |
|---|---|---|---|
| EUROPE | |||
| Belgium | |||
|---|---|---|---|
| PPP BETRIEB SCHULEN EUPEN SA | Eupen | Concessions | 25.00% |
| PPP SCHULEN EUPEN SA | Eupen | Concessions | 19.00% |
| RENT-A-PORT NV and subsidiaries | Antwerp | Concessions | 45% |
| BLUEPOWER NV | Zwijndrecht | Dragage | 35.00% |
| C-POWER HOLDCO NV | Zwijndrecht | Dragage | 19.67% |
| C-POWER NV | Ostend | Dragage | 11.67% |
| FLIDAR NV | Ostend | Dragage | 50% |
| HIGH WIND NV | Zwijndrecht | Dragage | 50.40% |
| OTARY RS NV | Ostend | Dragage | 18.89% |
| POWER@SEA NV | Zwijndrecht | Dragage | 51.10% |
| POWER@SEA THORNTON NV | Dredging | Dragage | 51.10% |
| RENEWABLE ENERGY BASE OSTEND NV | Ostend | Dredging | 25.50% |
| RENTEL NV | Ostend | Dredging | 18.89% |
| SEASTAR NV | Ostend | Dredging | 18.89% |
| SEDISOL SA | Farciennes | Dredging | 37.45% |
| SILVAMO NV | Roeselare | Dredging | 37.45% |
| TERRANOVA NV | Evergem | Dredging | 43.73% |
| TERRANOVA SOLAR NV | Stabroek | Dredging | 18.85% |
| BARBARAHOF NV | Louvain | Real Estate | 40% |
| BATAVES 1521 SA | Brussels | Real Estate | 50% |
| BAVIERE DEVELOPPEMENT SA | Liège | Real Estate | 30% |
| ERASMUS GARDENS SA | Brussels | Real Estate | 50% |
| ESPACE MIDI SA | Brussels | Real Estate | 20% |
| ESPACE ROLIN SA | Brussels | Real Estate | 33.33% |
| EUROPEA HOUSING SA | Brussels | Real Estate | 33.00% |
| FONCIERE DE BAVIERE A SA | Liège | Real Estate | 30% |
| FONCIERE DE BAVIERE C SA | Liège | Real Estate | 30% |
| FONCIERE DE BAVIERE SA | Liège | Real Estate | 30% |
| FONCIERE STERPENICH SA | Brussels | Real Estate | 50% |
| GRAND POSTE SA | Liège | Real Estate | 24.97% |
| IMMO KEYENVELD I SA | Brussels | Real Estate | 50% |
| IMMO KEYENVELD II SA | Brussels | Real Estate | 50% |
| IMMO PA 33 1 SA | Brussels | Real Estate | 50% |
| IMMO PA 33 2 SA | Brussels | Real Estate | 50% |
| IMMO PA 44 1 SA | Brussels | Real Estate | 50% |
| IMMO PA 44 2 SA | Brussels | Real Estate | 50% |
| IMMOANGE SA | Brussels | Real Estate | 50% |
| IMMOBILIERE DU BERREVELD SA | Brussels | Real Estate | 50% |
| Name | Head Office | Division | Group interest (%) (Economic interest) |
|---|---|---|---|
| IMMOMAX II S.P. z.o.o. | Brussels | Real Estate | 47% |
| IMMOMAX S.P. z.o.o. | Brussels | Real Estate | 47% |
| INVESTISSEMENT LEOPOLD SA | Brussels | Real Estate | 24.14% |
| LA RESERVE PROMOTION NV | Kapellen | Real Estate | 33.00% |
| LES 2 PRINCES DEVELOPMENT SA | Brussels | Real Estate | 50% |
| LES JARDINS DE OISQUERCQ SPRL | Brussels | Real Estate | 50% |
| LOCORAIL NV | Wilrijk | Concessions | 25.00% |
| LRP DEVELOPMENT BVBA | Gent | Real Estate | 33.00% |
| OOSTEROEVER NV | Ostend | Real Estate | 50% |
| PROMOTION LEOPOLD SA | Brussels | Real Estate | 24.14% |
| REDERIJ ISHTAR BVBA | Ostend | Real Estate | 50% |
| REDERIJ MARLEEN BVBA | Ostend | Real Estate | 50% |
| SOUTH CITY HOTEL SA | Brussels | Real Estate | 20% |
| VAN MAERLANT RESIDENTIAL SA | Brussels | Real Estate | 40.00% |
| VICTORESTATE SA | Brussels | Real Estate | 50% |
| VICTORPROPERTIES SA | Brussels | Real Estate | 50% |
| VM PROPERTY I SA | Brussels | Real Estate | 40.00% |
| VM PROPERTY II SPRL | Brussels | Real Estate | 40.00% |
| Luxembourg | |||
| NORMALUX MARITIME SA | Windhof | Dredging | 37.50% |
| BAYSIDE FINANCE SRL | Luxembourg | Real Estate | 40.00% |
| BEDFORD FINANCE SRL | Luxembourg | Real Estate | 40.00% |
| CHATEAU DE BEGGEN SA | Strassen | Real Estate | 50% |
| ELINVEST SA | Strassen | Real Estate | 50% |
| PEF KONS INVESTMENT SA | Luxembourg | Real Estate | 33.33% |
| United Kingdom | |||
| FAIR HEAD TIDAL ENERGY PARK LTD | North Ireland | Dredging | 17.50% |
| TERRAMUNDO LTD | West Yorkshire, United Kingdom |
Dredging | 37.45% |
| WEST ISLAY TIDAL ENERGY PARK LTD | Scotland | Dredging | 17.50% |
| Hungary | |||
| BETON PLATFORM KFT | Budapest | Contracting | 50% |
| Netherlands | |||
| COENTUNNEL COMPANY BV | Amsterdam | Concessions | 23.00% |
| Poland | |||
| B-WIND POLSKA SP z.o.o. | Gdynia | Dredging | 51.10% |
| C-WIND POLSKA SP z.o.o. | Gdynia | Dredging | 51.10% |
| Name | Head Office | Division | Group interest (%) (Economic interest) |
|---|---|---|---|
| Other European countries | |||
| LIVEWAY LTD | Larnaca, Cyprus | Contracting | 50% |
| LOCKSIDE LTD | Larnaca, Cyprus | Contracting | 50% |
| CBD SAS | Ferques, France | Dredging | 50% |
| EXTRACT ECOTERRES SA | Villeneuve-le-Roi, France | Dredging | 37.45% |
| HGO INFRASEA SOLUTIONS GMBH & CO | Bremen, Germany | Dredging | 50% |
| OCEANFLORE BV | Kinderdijck, Pays-Bas | Dragage | 50% |
| AFRICA | |||
| Nigeria | |||
| COBEL CONTRACTING NIGERIA LTD | Lagos | Contracting | 50% |
| COBEL CONSTRUCTION SERVICES NIGERIA LTD | Lagos | Contracting | 50% |
| Tunisia | |||
| COMPAGNIE TUNISIENNE D'ENTREPRISES SA | Tunis | Contracting | 49.90% |
| BIZERTE CAP 3000 SA and its subsidiary | Tunis | Real Estate | 25% |
| AMERICAS | |||
| Brazil | |||
| DEME BRASIL SERVICOS DE DRAGAGEM LTDA | Rio de Janeiro | Dredging | 50.00% |
| MINERACOES SUSTENTAVEIS DO BRASIL SA | Sao Paulo | Dredging | 51.00% |
| ASIA | |||
| DIAP DAELIM JOINT VENTURE PTE LTD | Singapore | Dredging | 51% |
| DREDGING INTERNATIONAL ASIA PACIFIC SHAP JOINT VENTURE PTE LTD |
Singapore | Dredging | 51.00% |
| DREDGING INTERNATIONAL SAUDI ARABIA LTD | South Arabia | Dredging | 49.00% |
| MIDDLE EAST DREDGING COMPANY QSC | Abu Dhabi | Dredging | 44.10% |
(Article 12(2) and 12(3) of Belgium's royal decree of 14/11/2007 relating to the obligations of issuers of financial instruments listed for trading on a regulated market)
We attest, in the name and on behalf of Compagnie d'Entreprises CFE SA and under that company's responsibility, that, to our knowledge,
Piet Dejonghe Managing Director
Signatures
Name: Function: Fabien De Jonge Administrative and Financial Director Renaud Bentégeat Managing Director
Date: 26 February 2015
| Company | Compagnie d'Entreprises CFE |
|---|---|
| Head office | avenue Herrmann-Debroux 40-42, 1160 Brussels |
| Téléphone | + 32 2 661 12 11 |
| Legal form | public limited company (société anonyme) |
| Législation | Incorporated under Belgian law |
| Date of incorporation | 21 June 1880 |
| Duration | Indefinite |
| Accounting period | From 1 January to 31 December |
| Commercial register entry | RPM Brussels 0400 464 795 – VAT 400.464.795 |
| Place where legal documentation can be consulted: | head office |
«The purpose of the company is to study and execute any work or construction within each and every of its specialist areas, in particular electricity and the environment, in Belgium or abroad, singly or jointly with other natural or legal persons, for its own account or on behalf of third parties belonging to the public or private sector.
It may also perform services related to these activities, directly or indirectly operate them or license them out or carry out any purchase, sale, rent or lease operation whatsoever in respect of such undertakings.
It may directly or indirectly acquire, hold or sell equity interests in any company or undertaking existing now or in the future by way of acquisition, merger, spin-off or any other means.
It may carry out any commercial, industrial, administrative or financial operations or operations involving movable or immovable property that are directly or indirectly related to its purpose, even partially, or that could facilitate or develop that purpose, either for itself or for its subsidiaries.
The shareholders' meeting may change the corporate purpose subject to the conditions specified in Article five hundred and fifty-nine of the Belgian Companies Code".
As required by law, we report to you in the context of our appointment as the company's statutory auditor. This report includes our report on the consolidated financial statements together with our report on other legal and regulatory requirements. These consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2014, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory notes.
We have audited the consolidated financial statements of Compagnie d'Entreprises CFE SA ("the company") and its subsidiaries (jointly "the group"), prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
The consolidated statement of financial position shows total assets of 4,215 million EUR and the consolidated income statement shows a consolidated profit (group share) for the year then ended of 160 million EUR.
The board of directors is responsible for the preparation and fair presentation of consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the group's preparation and fair presentation of consolidated
financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the consolidated financial statements. We have obtained from the group's officials and the board of directors the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the consolidated financial statements of Compagnie d'Entreprises CFE SA give a true and fair view of the group's net equity and financial position as of 31 December 2014, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
The board of directors is responsible for the preparation and the content of the directors' report on the consolidated financial statements.
As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing applicable in Belgium, our responsibility is to verify, in all material respects, compliance with certain legal and regulatory requirements. On this basis, we make the following additional statement, which does not modify the scope of our opinion on the consolidated financial statements:
The directors' report on the consolidated financial statements includes the information required by law, is consistent with the consolidated financial statements and is free from material inconsistencies with the information that we became aware of during the performance of our mandate.
Diegem, 27 February 2015
The statutory auditor
DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented byPierre-Hugues Bonnefoy
| Year ended 31 December (in € thousands) | 2014 | 2013 |
|---|---|---|
| Non-current assets | 1,408,686 | 1,403,091 |
| Start-up costs | 178 | 178 |
| Intangible assets | 974 | 1,858 |
| Property, plant and equipment | 7,044 | 9,366 |
| Financial assets | 1,400,490 | 1,391,689 |
| Related parties | 1,393,639 | 1,385,032 |
| Other | 6,851 | 6,657 |
| Current assets | 330,754 | 289,147 |
| Receivables at more than 1 year | 0 | 0 |
| Inventories and work in progress | 126,857 | 127,339 |
| Receivables at up to 1 year | 184,335 | 140,424 |
| - Trade receivables | 128,963 | 96,718 |
| - Other receivables | 55,372 | 43,706 |
| Cash investments | 1,932 | 92 |
| Cash equivalents | 11,263 | 16,016 |
| Prepaid expenses | 6,367 | 5,276 |
| Total assets | 1,739,439 | 1,692,238 |
| Equity | 1,129,891 | 1,148,532 |
| Share capital | 41,330 | 41,330 |
| Share premium | 592,651 | 592,651 |
| Revaluation surplus | 487,399 | 492,464 |
| Reserves | 8,511 | 21,477 |
| Retained earnings/(losses) | 0 | 610 |
| Provisions and deferred tax | 61,553 | 54,738 |
| Liabilities | 547,995 | 488,968 |
| Liabilities at more than 1 year | 113,439 | 308 |
| Liabilities at up to 1 year | 434,078 | 487,550 |
| - Financial debt | 7,854 | 108,762 |
| - Trade payables | 110,266 | 124,491 |
| - Tax liabilities and downpayments on orders | 118,329 | 102,776 |
| - Other payables | 197,629 | 151,521 |
| Prepaid income | 478 | 1,110 |
| Total equity and liabilities | 1,739,439 | 1,692,238 |
| Year ended 31 December (in € thousands) | 2014 | 2013 |
|---|---|---|
| Income | ||
| Sales of goods and services | 376,996 | 381,040 |
| Cost of goods sold and services provided | (376,491) | (413,429) |
| - Merchandise | (260,656) | (291,027) |
| - Services and other goods | (61,701) | (50,593) |
| - Remuneration and social security payments | (41,402) | (58,765) |
| - Depreciation, amortisation, impairment and provisions | (9,322) | (11,733) |
| - Other | (3,410) | (1,311) |
| Operating income | 505 | (32,389) |
| Financial income | 57,807 | 26,536 |
| Financial expense | (10,246) | (9,562) |
| Recurring pre-tax income | 48,066 | (15,415) |
| Non-recurring income | 4 | 124 |
| Non-recurring expenses | (11,131) | (9,376) |
| Pre-tax income | 36,939 | (24,667) |
| Tax (current and adjustments) | 113 | (33) |
| Net income | 37,052 | (24,700) |
| Appropriation of income | ||
| Net income | 37,052 | (24,700) |
| Retained earnings | 610 | 54,422 |
| Dividend | (50,629) | (29,112) |
| Available reserves | 14,820 | 0 |
| Legal reserve | (1,853) | 0 |
| Retained earnings carried forward | 0 | 610 |
CFE SA's revenues fell in 2014, This was due to lower business levels in civil engineering and in the buildings business in Brussels and in the Walloon region.
The operating result is lightly positive and reach 505 thousand euro.
Income from financial assets increased because of higher dividends paid by subsidiaries.
Exceptional expenses arose from measures taken to address difficulties at certain subsidiaries.
CFA SA made a net profit of € 37.1 million.
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