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Compagnie d'Entreprises CFE SA

Quarterly Report Aug 29, 2014

3929_ir_2014-08-29_2a28de6b-35ab-459c-9da4-806eff20bd10.pdf

Quarterly Report

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Intermediary Report

As of June 30, 2014

Table of contents

Intermediary report of the group CFE

MANAGEMENT REPORT OF THE BOARD OF DIRECTORS

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

Definitions Preliminary notes Condensed consolidated statement of income Condensed consolidated statement of comprehensive income Condensed consolidated statement of financial position Condensed consolidated statement of cash flow Condensed consolidated statement of changes in equity Notes to the interim condensed consolidated financial statements for the period ended June 30, 2014 Auditor's report

Management report of board of directors

The management report should be read together with the interim condensed consolidated financial statements of the group CFE.

The Board of Directors of CFE examined and approved the H1 2014 financial statement at its meeting on August 27,214.

1. Key figures in the first half of 2014

Consolidated revenue by division

Pro forma Change
1st semester 1st semester 1st semester 2014/2013
In million euro 2014 2013 (*) 2013 (*) proforma
DEME at 100% DEME at 50% DEME at 100%
Dredging and Environment 1,212.3 0 1,106.7 9.5%
Contracting 564.6 459.6 459.6 22.8%
Construction 427.3 337.7 337.7 26.5%
Rail & Road 51.1 44.2 44.2 15.6%
Multitechnics 86.2 77.7 77.7 10.9%
Real Estate & Management Services 3.9 3.7 3.7 n.s.
PPP-Concessions 0.3 0.6 0.6 n.s.
Holding and consolidation
adjustements -7.6 7.8 7.8 n.s.
Total 1,773.5 471.7 1,578.3 12.4%

(*) Amounts restated in accordance with changes in accounting methods linked to the implementation of IFRS 10 (Consolidated financial statements) and IFRS 11 (Partnerships).

Consolidated operating income (including earnings from associates and joint ventures)

Pro forma Change
1st semester 1st semester 1st semester 2014/2013
In millions Euro 2014 2013(*) 2013 (*) pro forma
DEME at 100% DEME at 50% DEME at 100%
Dredging and Environment 100.5 17.2 68.5 46.7%
Contracting 5.8 -12.2 -12.2 147.5%
Construction 1.7 -7.5 -7.5 122.7%
Rail & Road 2.2 1.4 1.4 57.1%
Multitechnics 1.9 -6.1 -6.1 131.1%
Real Estate & Management Services 0.7 1.3 1.3 n.s.
PPP-Concessions -1.2 2.1 2.1 n.s.
Holding and consolidation
adjustements -2.7 -4,1 -4.1 n.s.
Depreciation goodwill 0.0 -1,6 -1.6 n.s.
Total 103.1 2.7 54.0 90.9%

(*) Amounts restated in accordance with changes in accounting methods linked to the implementation of IFRS 10 (Consolidated financial statements) and IFRS 11 (Partnerships).

Net income share of the Group by division

Pro forma Change
1st semester 1st semester 1st semester 2014/2013
In million euro 2014 2013(*) 2013 (*) pro forma
DEME at 100% DEME at 50% DEME at 100%
Dredging and Environment 62.7 17.2 34.4 82.3%
Contracting 2.2 -15.1 -15.1 114.6%
Construction 0.1 -9.0 -9.0 101.1%
Rail & Road 1.2 0.8 0.8 50.0%
Multitechnics 0.9 -6.9 -6.9 113.0%
Real Estate & Management Services -0.1 0.0 0.0 n.s.
PPP-Concessions 0.0 2.1 2.1 n.s.
Holding and consolidation
adjustements -1.2 -2.4 -2.4 n.s.
Depreciation goodwill 0.0 -1.6 -1.6 n.s.
Total 63.6 0.2 17.4 265.5%

(*) Amounts restated in accordance with changes in accounting methods linked to the implementation of IFRS 10 (Consolidated financial statements) and IFRS 11 (Partnerships).

Consolidated order book by division (*)

In million euro 30 June 2014 31 december 2013
DEME at 100% DEME at 100%
Dredging and Environment 2,805.5 3,049.0 -8.00%
Contracting 1,085.6 1,310.3 -17.10%
Construction 876.6 1,077.4 -18.60%
Rail & Roads 79.6 86.9 -8.40%
Multitechnics 129.4 146.0 -11.40%
Real Estate & Management Services 30.0 28.6 n.s.
PPP-Concessions - - -
Holding and consolidation adjustments - - -
Total 3,921.1 4,387.9 -10.60%

(*) Amounts also including the order book of equity accounted companies as of 1 January 2014 following the implementation of accounting standard IFRS 11.

CFE's consolidated revenue at 30 June 2014 totalled €1,773.5 million, or a 12.4% increase on 30 June 2013 (pro forma financial statements).

Operating income amounted to €103.1 million, up 90.9% on 30 June 2013 (pro forma financial statements). This significant increase is mainly attributable to DEME, which reported a significant growth in results, while Contracting operations recovered and returned to profitability with an operating income of €5.8 million.

The order book came in at €3,921.1 million, down 10.6% from 31 December 2013. The order book has shrunk in all divisions, but the decline is most marked in the Construction division.

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

Dredging & Environment division

Figures shown in this section for DEME are given at 100%; CFE owned 50% of this company at 30 June 2013 as against 100% at 30 June 2014)

Revenue

DEME's revenue amounted to €1,212.3 million, i.e. up 9.5% on the previous year. According to the accounting rules that applied before 1 January 2014 (economic approach whereby the jointly controlled companies are proportionally consolidated), the revenue would have been €1,305.6 million (+ 8.2%).

Major projects in Qatar and Australia progressed in a satisfactory manner, while activity in East Africa was particularly buoyant.

In the North Sea, GeoSea completed the installation of several dozens of foundations for offshore wind turbines in the United Kingdom (Westermost Rough) and Germany (Borkum Riffgrund), to the satisfaction of customers. Work on the Baltic II project (80 wind turbines) went ahead according to plan.

Tideway, the division specialized in submarine cable laying and rock dumping, also reported a good first six months with sustained activity in Venezuela and Australia.

Evolution of activity by business area

% H1 2014 H1 2013
Capital dredging 50% 52%
Maintenance dredging 11% 10%
Fallpipe and landfalls 8% 7%
Environment 7% 6%
Marine works 24% 25%
Totaal 100% 100%

Evolution of activity by geographical area

% H1 2014 H1 2013
Europe (EU) 39% 44%
Europe (non-EU) 0% 1%
Africa 12% 10%
Americas 7% 3%
Asia-Pacific 30% 30%
Middle East 11% 11%
India and Pakistan 1% 1%
Total 100% 100%

EBITDA and operating income

EBITDA for the first six months of 2014 was down -3.8% to €191.7 million from €199.3 million in the first half of 2013. According to the accounting rules that applied before 1 January 2014 (economic approach), EBITDA was up 18.9% from €181.1 million to €215.4 million, representing respectively 15.0% and 16.5% of economic revenue.

The operating income, buoyed by a high fleet occupancy rate, grew vigorously to €100.5 million (€68.5 million in the first half of 2013).

Order book

Although DEME's order book contracted (-8.0%), it still remains very substantial (€2,805.5 million). This decrease was expected given the high level of activity during the first six months.

DEME has won more than €600 million worth of new orders during the second quarter of 2014, in particular the deepening works of the port of Sepetiba (Rio de Janeiro, Brasil), maintenance dredging works in Panama, India and Ghana as well as the construction of the approach to the access channel and port basin of the Sabetta LNG terminal on the Yamal peninsula in northern Russia.

Investments and net financial debt

Investments in the first six months were markedly down on the previous years (€44.9 million), since the large-scale fleet expansion programme was completed in 2013.

This low level of investment, coupled with a sizeable operating cash flow, helped to decrease net financial debt (€-416 million versus €-541 million at 31 December 2013).

Despite the new investment plans that are currently being investigated at DEME, the net financial debt at the end of the year is expected to be lower than that at 31 December 2013.

Construction division

Revenue

In million € H1 2014 H1 2013 (*) Variation in %
Civil engineering 59.3 68.8 -13.8%
Buildings - Benelux 275.9 222.5 +24.0%
Buildings - International 92.1 46.4 +98.5%
Total 427.3 337.7 +26.5%

(*) Amounts restated in accordance with changes in accounting methods linked to the implementation of IFRS 10 (Consolidated financial statements) and IFRS 11 (Partnerships).

Revenue saw a marked increase in the first half of 2014. Within the division, however, there were significant differences:

  • Revenue declined in civil engineering in the Benelux area, as the trend witnessed for more than a year persisted;
  • Buildings revenue in the Benelux area increased at most subsidiaries, in particular CLE, BPC Brabant, and BPC Wallonia;
  • Growth of activity in Poland and Chad.

Operating income

The division's operating income (€1.7 million versus €-7.5 million for the first half of 2013) made a substantial recovery and returned to the black, despite problems encountered on a Nigerian site.

It should be noted that the first half of 2013 was marked by a substantial loss on the Eupen school project. The project is currently being delivered.

Order book

Variation in %
163 200 -18.5%
-8.7%
-45.1%
877 1.077 -18.6%
June 30, 2014
584
130
December 31, 2013
640
237

The main trends observed are as follows:

  • Difficulty renewing the order book in civil engineering considering the shrinking market.
  • Contracting order book in Buildings Benelux after an all-time high in 2013. This decline is due to greater selectivity in the choice of projects and to difficult market conditions. Nevertheless, the order book of BPC Brabant is holding out well, having won the contract for the "Docks Bruxsel" shopping centre in partnership with another firm.
  • Substantial decrease in the order book for Africa following the transfer of the Toukra II (Chad) contract to our local partner.

Rail & Road division

Revenue

Rail & Road revenue grew to €51.1 million (+15.6%). The increase is exclusively due to the transfer of an entity from the Multitechnics division. On a like-for-like basis, revenue remained stable.

Operating income

Operating income came in at €2.2 million versus €1.4 million in the first half of 2013, up 57.1%. The Rail companies reported a growth in operating income.

Order book

The order book came in at €79.6 million, down 8.4% from 31 December 2013.

Despite this slight decrease, the current outlook remains upbeat, with significant calls for tenders under way in the Rail segment.

Multitechnics division

Revenue

Revenue in the Multitechnics division totalled €86.2 million, i.e. up 10.9% on the previous year (+19.5% on a like-for-like basis). Revenue in international operations saw vigorous growth at CFE EcoTech, active in Vietnam and Sri Lanka, and at VMA (contracts for the automotive industry in Sweden, the UK and Central Europe).

Operating income

Operating income rose substantially to €1.9 million (€-6.1 million in the first half of 2013). Restructuring and reorganization measures in that division are beginning to bear fruit.

Order book

The order book amounted to €129.4 million, down 11.4% from 31 December 2013 following a voluntary reduction in orders taken by certain entities with low profitability.

Real Estate & Management services division

The sale of the office building in the Belview project and the ongoing sales of residential projects led to a 6% reduction in real estate portfolio.

Properties at development stage decreased following the launch of the first phases of the Solvay project in Ixelles.

In the first half of 2014, allotment permits were obtained for the Erasmus Gardens project in Brussels, a property development with more than 1,000 residential units.

In July 2014, CFE and its co-developer partners announced the transfer 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.

Evolution of real estate projects

In million € June 30, 2014 December 31, 2013(*)
Properties at the marketing stage 17 18
Properties at the construction stage 62 61
Properties at the development stage 68 77
Total 147 156

(*) Amounts restated in accordance with changes in accounting methods linked to the implementation of IFRS 10 (Consolidated financial statements) and IFRS 11 (Partnerships).

Operating income

The recognition of an impairment on a property in the Grand Duchy of Luxembourg weighed on the operating income for the first half of 2014.

PPP-Concessions division

The PPP - Concessions division, reported a break-even net income share of the Group (€2.1 million in the first half of 2013).

Rent-A-Port continued to develop its activities in Vietnam and Oman.

CFE-specific business focused on the study of several PPPs in Belgium and the Netherlands, while the DBFM projects Ecoles d'Eupen and Coentunnel have entered the maintenance phase.

3. Notes to the consolidated financial statements, cash flow and capex tables

Following changes in accounting methods linked to the implementation of IFRS 10 and 11, the net financial debt(*) at 31 December 2013 fell from €781 million to €605 million (or a €176 million decrease). The impact of the restatement is almost entirely situated in the Dredging and Environment division.

The net financial debt(*) amounted to €552.6 million at 30 June 2014 or, on a like-for-like basis, down €52.5 million on 31 December 2013. This debt breaks down into, on the one hand, long-term debt of €656,7 million consisting mainly of bonds (€299.6 million) and, on the other hand, a positive net cash position of €104.1 million.

The decrease in net financial debt is primarily explained by:

  • A cash flow of €185.4 million from operating activities at DEME;
  • A level of investment limited to €55.6 million in the first six months.

This is partly offset by:

  • The injection of quasi-equity into the company holding the concession for the Liefkenshoek railway Tunnel in Antwerp;
  • The pre-financing of the Charleroi police headquarters project, the receivables of which will be sold to a financial institution before the end of the year;
  • The increased working capital in the contracting division

Equity, after payment of the dividend for the 2013 period (€29.1 million), amounted to €1,236.9 million.

CFE has, for its part, confirmed medium-term credit facilities for its general financing needs totalling €100 million, of which €65 million had not been drawn down at 30 June 2014.

(*) Net financial debt does not include the fair value of derivative instruments which at 30 June 2014 amounted to a liability of €28.5 million.

Year ended at June 30 2014 2013(*)
(€ thousands) DEME at 100% DEME at 50%
Cash flow from operating activities 116,538 -62,400
Cash flow from investing activities -45,612 -4,226
Cash flow from financing activities -82,917 -22,801
Net increase/(decrease) in cash position -11,991 -89,427
Equity excluding non-controlling interests at 1,193,153 524,612
opening at December 31
Equity excluding non-controlling interests at 1,228,552 511,740
closing at June 30

Net income attributable to the Group in H1 63,573 218 (*) Amounts restated in accordance with changes in accounting methods linked to the implementation of IFRS 10 (Consolidated financial statements) and IFRS 11 (Partnerships).

Key figures per share (EUR)

June 30, 2014 June 30, 2013 (*)
Total number of shares 25,314,482 13,092,260
Operating income after deduction of net financial 3.57 0.20
expenses, per share
Net income attributable to the Group per share 2.51 0.02

(*) Amounts restated in accordance with changes in accounting methods linked to the implementation of IFRS 10 (Consolidated financial statements) and IFRS 11 (Partnerships).

4. Information on business trends

Outlook for the Dredging and Environment division remains favourable. Recovery of the Construction and Multitechnics divisions is being confirmed. Real Estate Development division will contribute positively to the net result during the second half year 2014.

5. Information related to the share

At 31 December 2013, CFE's share capital was divided into 25,314,482 shares.

Each share confers one vote. No convertible bonds or warrants were issued. The financial institutions through which owners of financial instruments may exercise their financial rights are: BNP Paribas Fortis, Banque Degroof and ING Belgium. Banque Degroof has been designated as Main Paying Agent.

6. Risks and uncertainties

Risks related to the sector of activity described in the annual report 2013 are still applicable during the second halfyear 2014.

7. Transactions with related parties

In the first half year of 2014, there was no significant variation in the nature of transactions with related parties compared to December, 31 2013.

8. Shareholding and Corporate governance

Result of the mandatory public bid

At the closure on 5 March 2014 of the mandatory public bid launched by AvH for the shares of CFE, 859 shares were contributed. Following the final closing of the bid on 12 March 2014, AvH holds 15,289,521 CFE shares, or 60.40% of the capital.

Termination of the concerted action agreement

On 7 March 2014, CFE was informed by VINCI SA, VINCI Construction SAS, and Ackermans & van Haaren NV of the termination of the concerted action agreement between them.

Bond loan

In accordance with the rights conferred by the prospectus to bondholders in case of a change of control over CFE, 41 bonds were redeemed early on 17 April 2014, representing 0.041% of the total bond loan.

Reappointment of two directors

The ordinary general meeting of 30 April 2014 decided to renew the terms of office of SA C.G.O., represented by Mr Philippe Delaunois, and of Consuco SA, represented by Mr Alfred Bouckaert, for a period of two years ending after the general meeting of May 2016.

Renewal of the authorization to increase the capital in the context of the authorized capital

The extraordinary general meeting decided to renew, for a period of five years, the power of the board of directors to increase the share capital by a maximum amount of €2,500,000.

For more details, see our website www.cfe.be.

Renewal of the authorization to acquire treasury shares

The extraordinary general meeting decided to renew the authorization given to the board of directors by the extraordinary general meeting of 7 May 2009 to buy and sell treasury shares.

For more details, see our website www.cfe.be.

Amendment of the articles of association

The extraordinary general meeting decided to amend certain provisions of CFE's articles of association. Those amendments are essentially meant to bring the articles in line with recent changes in the law.

For more details, see our website www.cfe.be.

Interim condensed consolidated financial statements and notes

DEFINITIONS

Capital employed Intangible assets + goodwill + property, plant and equipment + working capital
Working capital Inventories + trade receivables and other operating receivables + other current assets + non-current assets held
for sale - other current provisions - trade payables and other operating liabilities - tax payables - other current
liabilities
Income from operating activities Turnover + revenue from auxiliary activities + purchases + wages, salaries and social charges + other
operational charges and depreciation and goodwill depreciation
Operating income (EBIT) Income from operating activities + earnings from associates and joint venture
EBITDA Income from operating activities + amortisation and depreciation + other non-cash items

PRELIMINARY NOTE

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 increasing its stake in DEME from 50% to 100%. As a result, whereas DEME was still consolidated proportionally 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 which are integrated under equity method. 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 order to compare the half year results in 2013 and 2014, pro forma information including 100% of DEMEs activities have been prepared in section 4.1.2.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the period from January,1st to June,30th
(In thousand Euro)
Note June 2014 June 2013 (*)
Revenue
Revenue from auxiliary activities
6 1,773,475
31,175
471,662
34,183
Purchases
Remuneration and social security payments
Other operating expenses
Depreciation and amortization
Goodwill impairment
(1,069,593)
(308,095)
(222,429)
(107,739)
0
(363,336)
(106,499)
(42,991)
(7,299)
(1,660)
Income from operating activities 96,794 (15,940)
Earnings from associates and joint venture 6,350 18,689
Operating income 103,144 2,749
Cost of gross financial debt
Other financial expenses & income
7
7
(13,189)
446
1,131
(1,291)
Net financial income/expense (12,743) (160)
Pre-tax income 90,401 2,589
Income tax expense 9 (26,956) (2,267)
Net income for the period 63,445 322
Attributable to owners of non-controlling interests 8 128 (104)
Net income share of the group 63,573 218
Net income of the group per share (EUR) (diluted and basic) 2.51 0.02

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period from January,1st to June,30th
(In thousand Euro)
Note June 2014 June 2013 (*)
Net income share of the group
Net income for the period
63,573
63,445
218
322
Changes in fair value related to hedging instruments
Currency translation differences
Deferred taxes
Other elements of the comprehensive income to be reclassified to profit or loss
in subsequent periods
967
3,863
(421)
4,409
6,108
(1,479)
(1,769)
2,860
Re-measurement on defined benefit plans
Other elements of the comprehensive income not to be reclassified to profit or
loss in subsequent periods
(3,541)
(3,541)
0
0
Other elements of the comprehensive income directly accounted in equity 868 2,860
Comprehensive income:
- Attributable to owners of the parent
- Attributable to owners of non-controlling interests
64,314
64,511
(197)
3,182
3,053
129
Net income attributable to owners of the parent per share (EUR) (diluted and basic) 2.55 0.23

(*) 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 3.2.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the period ended December
(In thousand Euro)
Note June 2014 December
2013 (*)
December
2012 (*)
Intangible assets
Goodwill
5 9,448
289,349
12,973
291,915
5,853
25,318
Property, plant and equipment 10 1,458,846 1,512,875 63,923
Investment property 0 0 2,052
Investments in associates and joint ventures 11 132,479 132,952 405,288
Other non-current financial assets 89,333 115,396 57,598
Derivative instruments – Non-current assets 63 612 0
Other non-current assets 23,881 10,725 5,192
Deferred tax assets 117,664 117,374 13,090
Total non-current assets 2,121,063 2,194,822 578,314
Inventories 13 123,353 116,012 82,408
Trade and other operating receivables 1,194,308 1,106,034 446,132
Other current assets 108,698 100,781 74,129
Derivative instruments – Current assets 16 3,251 5,853 0
Current financial assets 54,025 594 107
Cash and cash equivalents 17 427,762 437,334 144,262
Total current assets 1,911,397 1,766,608 747,038
Total assets 4,032,460 3,961,430 1,325,352
Share capital 41,330 41,330 21,375
Share premium 800,008 800,008 62,551
Retained earnings 392,585 358,124 460,306
Defined benefits pension plans (9,249) (5,782) (8,101)
Hedging reserves 195 (351) (17,673)
Currency translation differences 3,683 (176) 6,154
Equity attributable to owners of the parent 1,228,552 1,193,153 524,612
Non-controlling interests 8,389 8,064 (2,950)
Equity 1,236,941 1,201,217 521,662
Retirement benefit obligations and employee benefits 44,720 40,542 8,165
Provisions 14 34,420 25,655 12,249
Other non-current liabilities 81,230 92,898 33,695
Bonds 17 299,631 199,639 100,000
Financial liabilities 17 357,069 496,654 56,707
Derivative instruments – Non-current liabilities 17 15,723 16,352 10,530
Deferred tax liabilities 92,625 99,418 13,058
Total non-current liabilities 925,418 971,158 234,404
Current provisions 14 48,442 48,181 36,159
Trade & other operating payables 12 1,019,649 983,806 324,882
Income tax payable 96,247 65,855 11,053
Current financial liabilities 17 323,664 346,118 11,153
Derivative instruments – Current liabilities 17 16,124 16,499 1,570
Other current liabilities 12 365,975 328,596 184,469
Total current liabilities 1,870,101 1,789,055 569,286
Total equity and liabilities 4,032,460 3,961,430 1,325,352

(*) 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 3.2.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

For the period from January,1st to June,30th
(In thousand Euro)
Note June 2014 June 2013 (*)
Operating activities
Net income share of the group
Depreciation and amortization of intangible assets, property, plant & equipment
63,573
107,739
218
7,299
and investment property
Net provision expense
2,104 (1,022)
Impairment on current and non-current assets (322) 2,558
Unrealized foreign exchange (gains)/losses (13,549) (266)
Interest income & income from financial assets
Interest expense
(5,648)
18,837
(1,601)
609
Change in fair value of derivative instruments 8,490 (452)
Income/(losses) from sales of property, plant & equipment (3,873) (70)
Tax expense 26,956 2,267
Income attributable to non-controlling interests
Earnings from associates and joint venture
(128)
(6,350)
66
(18,689)
Cash flow from operating activities before changes in working capital 197,829 (9,083)
Decrease/(increase) in trade receivables and other current and non-current
receivables
(138,333) (137,324)
Decrease/(increase) in inventories (3,338) (2,669)
Increase/(decrease) in trade payables and other current and non-current payables 85,235 89,935
Cash flow from operating activities 141,393 (59,141)
Interest paid (19,308) (609)
Interest received 5,648 1,601
Income tax paid/received (11,195) (4,251)
Net cash flow from operating activities 116,538 (62,400)
Investing activities
Sales of non-current assets 6,027 853
Purchases of non-current assets (51,639) (6,190)
Acquisition of subsidiaries net of cash acquired 5 0 0
Capital decrease/(increase) in investments in associates 0 675
Sale of subsidiaries 5 0 436
Cash flow from investing activities (45,612) (4,226)
Financing activities
Borrowings 112,779 52,849
Reimbursements of borrowings (166,584) (58,398)
Dividends paid (29,112) (15,056)
Transactions with non-controlling shareholders 0 (2,196)
Cash flow from financing activities (82,917) (22,801)
Net Increase/(Decrease) in cash position (11,991) (89,427)
Cash and cash equivalents at start of the year 437,334 144,262
Exchange rate effects 2,419 (359)
Cash and cash equivalents at end of period 427,762 54,476

(*) 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 3.2.

Purchases and sales of subsidiaries net of cash acquired do not include entities that are not a business combination (segment real estate & associated services and concessions PPP). They are not considered as investment operations and are directly reflected in cash flows from operating activities.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended June 30, 2014

(thousand Euro) Share Capital Share premium Retained earnings Defined benefits
pension plans
Hedging reserves Currency Translation
differences
Equity attributable to
owners of the parent
Non-controlling
interests
Total
December 2013
(*)
41,330 800,008 358,124 (5,782) (351) (176) 1,193,153 8,064 1,201,217
Comprehensive
income for the
period
63,573 (3,467) 546 3,859 64,511 (197) 64,314
Dividends paid to
shareholders
Dividends from
non-controlling
interests
Change in
consolidation
scope
(29,112) (29,112) (1,474)
1,996
(29,112)
(1,474)
1,996
June 2014 41,330 800,008 392,585 (9,249) 195 3,683 1,228,552 8,389 1,236,941

For the year ended June 30, 2013 (*)

(thousand Euro) Share Capital Share premium Retained earnings Defined benefits
pension plans
Hedging reserves Currency Translation
differences
Equity attributable to
owners of the parent
Non-controlling
interests
Total
----------------- --------------- --------------- ------------------- ----------------------------------- ------------------ ------------------------------------- ------------------------------------------------ ------------------------------ -------
December 2012 21,375 62,551 460,306 (8,101) (17,673) 6,154 524,612 6,227 530,839
IFRS 11 amended (9,177) (9,177)
After
amendment
IFRS 11
21,375 62,551 460,306 (8,101) (17,673) 6,154 524,612 (2,950) 521,662
Comprehensive
income for the
period
218 0 4,339 (1,504) 3,053 129 3,182
Dividends paid to (15,056) (15,056) (15,056)
shareholders
Dividends from
non-controlling
(869) (869) (869)
interests
Change in
consolidation
(1,759) (1,759)
scope
June 2013 (*) 21,375 62,551 445,468 (8,101) (13,334) 3,781 511,740 (4,580) 507,160

(*) 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 3.2.

CAPITAL AND RESERVES

The share capital on 30 June 2014 is represented by 25,314,482 ordinary shares. These shares are without any nominal value. The shareholders of ordinary shares have the right to receive dividends and the right of one vote per share at the General Shareholders' Meeting.

On February 27, 2014 the Board of Directors proposed a dividend of 29,112 thousand Euro, corresponding to 1.15 euro gross per share. The proposal has been approved by the General Shareholders Meeting on April 30, 2014. The dividend has been paid.

The basic income per share is the same as the diluted income per share due to the absence of potential dilutive ordinary shares in circulation.

It is calculated as follows :

2013
218
3,053
13,092,260
13,092,260
0.02
2.55 0.23
2014
63,573
64,511
25,314,482
25,314,482
2.51

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

1. GENERAL POLICIES

2. CONSOLIDATION METHODS

2.1. SCOPE OF CONSOLIDATION

3. RULES AND EVALUATION METHODS

4. SEGMENT REPORTING

11. INVESTMENTS IN ASSOCIATES AND JOINT VENTURE

12. CONSTRUCTION CONTRACTS

13. INVENTORIES

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

15. CONTINGENT ASSETS AND LIABILITIES

16. FINANCIAL INSTRUMENTS

17. NET FINANCIAL DEBT

18. FINANCIAL RISK MANAGEMENT

18.1. INTEREST RATE RISK

20. OTHER COMMITMENTS RECEIVED

25. RESEARCH AND DEVELOPMENT

Preamble

The Board of Directors authorized the issue of the interim condensed consolidated financial statements on August 27, 2014.

MAIN TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2014 AND THE FIRST SIX MONTHS OF 2013 WITH EFFECT ON THE SCOPE OF THE GROUP CFE

TRANSACTIONS FOR THE FIRST FIRST MONTHS OF 2014

1. Construction segment

None

2. Multitechnics segment

The activity of Entreprise de travaux d'Electricité et de Canalisations SA ("ETEC") formerly disclosed in the Multitechnics division is consolidated in the Rail & Road division from 2014.

3. Real estate and associated services segment

On 28 February 2014, the company Project RK Brugmann, hold by 50% by the subsidiary Batipont Immobilier ("BPI"), is dissolved.

On 5 March 2014, the company BPI, subsidiary of CFE group, acquired a 100% stake in the polish entity Immo Wola recently 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").

4. Dredging and environment segment

During the half year 2014, DEME acquired :

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

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

5. PPP-Concessions segment

None

6. Rail and road segment

In the beginning of year 2014, the company "ETEC", specialised in public lighting and the laying of underground networks, joins the Rail & Road division. Its activity is, indeed, complementary to the other businesses of the entities of Rail & Road segment – e.g. Engema.

TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2013

1. Construction segment

None.

2. Multitechnics segment

On January 28th, 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 May 28th, 2013, CFE Group decided to apply its purchase option on the remaining shares of SA Brantegem, specialized in HVAC and sanitary installations, and to acquire the remaining shares held outside the Group (35%). The company Brantegem SA is now held at 100%. The consolidation method is still unchanged.

On June 7th, 2013, the company Prodfroid SA, specialized in industrial cooling systems and air-conditioning systems, changed its name to Procool SA.

3. Real estate and associated services segment

On February 28th, 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 of offices, shops and housing ("Projet Kons Gallery"). This company is integrated under the equity method.

On March 1st, 2013, CFE Immo, subsidiary of CFE Group, acquired 50% of the shares in Rederij Marleen BVBA and Rederij Ishtar BVBA for a real estate operation on fields located in Ostende.

On June 13th, 2013, CFE Group disposed of its participation (66%) in its Property & Facility Management subsidiary Sogesmaint CB Richard Ellis SA to CBRE. CFE Group also rebought its participation held by Sogesmaint-CB Richard Ellis in its Luxemburg subsidiary and rebought some Property & Facility Management contracts in Belgium.

4. Dredging and environment segment

During the 1st semester, DEME acquired through its subsidiaries:

  • 100% of the newly created company DEME Concessions, which is fully integrated, and
  • 35% of the newly created company Bluepower which is consolidated under the proportional method.

5. PPP-Concessions segment

None.

6. Rail and road segment

None.

ACCOUNTING PRINCIPLES AND EVALUATION METHOD

1. GENERAL POLICIES

IFRS AS ADOPTED BY THE EUROPEAN UNION

The interim condensed consolidated financial statements have been presented in a condensed way in accordance with IAS 34 – Interim financial reporting. Consequently, the statements presented relate to significant elements of the semester and must be read together with the consolidated financial statement at December 31, 2013.

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 3.2.

STANDARDS AND INTERPRETATIONS APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2014

  • IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2014)
  • IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2014)
  • IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2014)
  • IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2014)
  • IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2014)
  • Amendments to IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014)
  • Amendments to IAS 36 Impairment of Assets Recoverable Amount Disclosures for Non-Financial Assets (applicable for annual periods beginning on or after 1 January 2014)
  • Amendments to IAS 39 Financial Instruments Novation of Derivatives and Continuation of Hedge Accounting (applicable for annual periods beginning on or after 1 January 2014)

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.

STANDARDS AND INTERPRETATIONS PUBLISHED, BUT NOT YET APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2014

The Company decided not to anticipate the application standards and interpretations here below that are not mandatory on June 30, 2014:

  • IFRS 9 Financial Instruments and subsequent amendments (not yet endorsed in the EU)
  • IFRS 14 Regulatory Deferral Accounts (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)
  • IFRS 15 Revenue from Contracts with Customers (applicable for annual periods beginning on or after 1 January 2017, but not yet endorsed in EU)
  • Improvements to IFRS (2010-2012) (applicable for annual periods beginning on or after 1 July 2014, but not yet endorsed in the EU)
  • Improvements to IFRS (2011-2013) (applicable for annual periods beginning on or after 1 July 2014, but not yet endorsed in the EU)
  • Amendments to IFRS 11 Joint Arrangements Accounting for Acquisitions of Interests in Joint Operations (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in EU)
  • Amendments to IAS 16 and IAS 38 Property, Plant and Equipment and Intangible Assets Clarification of Acceptable Methods of Depreciation and Amortisation (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in EU)
  • Amendments to IAS 19 Employee Benefits Employee Contributions (applicable for annual periods beginning on or after 1 July 2014, but not yet endorsed in EU)
  • IFRIC 21 Levies (applicable for annual periods beginning on or after 1 July 2014)

The potential impacts of these standards and interpretations on the group's consolidated financial statements are being determined. The group does not expect any material changes resulting from the application of the standards and interpretations.

2. CONSOLIDATION METHODS

2.1. SCOPE OF CONSOLIDATION

Companies in which the Group holds, whether directly or indirectly, the majority of voting rights enabling control to be exercised, are fully consolidated. Companies over which the Group exercises a significant influence and the companies over which the group exercises a joint control with others shareholders are integrated under equity method.

Evolution of the consolidation scope

Number of entities June 2014 December 2013
Full consolidation
Equity method
163
98
154
103
Total 261 257

2.2. INTRAGROUP TRANSACTIONS

Reciprocal operations and transactions relating to assets and liabilities and income and expenses between companies that are consolidated are eliminated in the consolidated financial statements. This is done:

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

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

In main cases, the functional currency of companies and establishments correspond to the currency of the related country.

Financial statements of foreign companies whereas the functional currency is different from the consolidated accounts reporting currency of the group are translated at the closing rate for the balance sheet elements, and at the average rate of the period for the results elements. Exchange differences are recorded in "translation differences" in the consolidated reserves.

Goodwill related to foreign companies is considered to be included in the acquired assets and liabilities and are therefore translated at the closing rate.

2.4. FOREIGN CURRENCIES TRANSACTIONS

Foreign currencies transactions are converted into Euro using the conversion rate at the date of the operation. At closing period, the financial assets and monetary liabilities denominated in foreign currencies are converted into Euro at the exchange closing rate of the period. The exchange losses and gains coming from these operations are recognized in the section "exchange result" and are presented in other financial revenues and other financial expenses in the income statement.

The exchange gains and losses on loans denominated in foreign currencies or on exchange derivative instruments used for hedging investments in foreign subsidiaries are recorded under translation differences in equity.

3. RULES AND EVALUATION METHODS

3.1. RECOURSE TO ESTIMATES

The preparation of financial statements under IFRSs requires estimates to be used and assumptions to be made that affect the amounts shown in those financial statements, particularly with regards the following items:

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

These estimates assume the operation is a going concern and are made on the basis of the information available at the time. Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates.

3.2. CHANGE IN ACCOUNTING METHOD : APPLICATION OF IFRS 10 « CONSOLIDATED FINANCIAL STATEMENTS », OF IFRS 11 «JOINT ARRANGEMENTS» AND IFRS 12 « DISCLOSURE OF INTERESTS IN OTHER ENTITIES »

From 1 January 2014, the Group has applied new standards IFRS 10, 11 and 12 relating to the consolidation scope.

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:

  • power over the entity;
  • exposure to variable returns from the entity; and
  • the connection between power and these returns, such as the ability to exert power over the entity in order to influence the returns obtained.

The three criteria need to be fulfilled in order to consider that the Group CFE controls the entity which will be therefore fully consolidated.

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.

  • A joint venture is an arrangement whereby the parties exerting joint control over the entity (joint venturers) have rights to the entity's net assets. Joint ventures are accounted for under equity method.
  • 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. Each joint operator must account for the portion of assets, liabilities, income and expenses that corresponds to its interest in 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 IFRS 10 and 11, the comparative financial statements 2013-2012 and the condensed consolidated income statement on June, 30 2013 have been accordingly restated; IFRS 11 has only a material impact over the consolidated statements of the group CFE. A large number of subsidiaries of the Real Estate & Management Services division as well as of the Dredging & Environment division which used to be proportionally consolidated are integrated under equity method from 2014.

The consolidated statement of financial position for the years ended December 2013 and 2012, the consolidated condensed income statement, the comprehensive income and the consolidated statement of cash-flows for June 2013 have been restated as follows:

CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the period ended June 30 June 2013 Impact June 2013,
(In thousand Euro) Published IFRS 11 after restatement
Revenue
Revenue from auxiliary activities
1,082,781
39,903
(611,119)
(5,720)
471,662
34,183
Purchases
Remuneration and social security payments
Other operating expenses
Depreciation and amortization
Goodwill impairment
(708,418)
(205,582)
(125,491)
(62,144)
(1,660)
345,082
99,083
82,500
54,845
0
(363,336)
(106,499)
(42,991)
(7,299)
(1,660)
Income from operating activities 19,389 (35,329) (15,940)
Earnings from associates and joint venture 4,031 14,658 18,689
Operating income 23,420 (20,671) 2,749
Cost of gross financial debt
Other financial expenses & income
(10,362)
(6,187)
11,493
4,896
1,131
(1,291)
Net financial income/expense (16,549) 16,389 (160)
Pre-tax income 6,871 (4,282) 2,589
Income tax expense (6,873) 4,606 (2,267)
Net income for the period (2) 324 322
Attributable to owners of non-controlling interests 220 (324) (104)
Net income share of the group 218 - 218
Net income of the group per share (EUR) (diluted and basic) 0.02 - 0.02

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended June 30
(In thousand Euro)
June 2013
Published
Impact
IFRS 11
June 2013,
after restatement
Net income of the group
Net income (including income attributable to owners of non-controlling
interests)
218
(2)
0
324
218
322
Changes in fair value related to hedging instruments
Currency translation differences
Deferred taxes
6,108
(1,703)
(1,769)
0
224
0
6,108
(1,479)
(1,769)
Other elements of the comprehensive income to be reclassified to profit or loss
in subsequent periods
2,636 224 2,860
Remeasurement on defined benefit plans 0 0 0
Other elements of the comprehensive income not to be reclassified to profit or
loss in subsequent periods
0 0 0
Other elements of the comprehensive income 2,636 224 2,860
Comprehensive income:
- Attributable to owners of the parent
- Attributable to owners of non-controlling interests
2,634
3,053
(419)
548
0
548
3,182
3,053
129
Net income attributable to owners of the parent per share (EUR) (diluted and basic) 0.23 - 0.23

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year ended December
(In thousand Euro)
December
2012
Opening
2013 (*)
Impact
IFRS 11
December
2012, after
restatement
December
2013
Published
Impact
IFRS 11(**)
December
2013, after
restatement
Intangible assets 12,651 (6,798) 5,853 19,204 (6,231) 12,973
Goodwill 33,401 (8,083) 25,318 291,873 42 291,915
Property, plant and equipment 980,434 (916,511) 63,923 1,753,779 (240,904) 1,512,875
Investment property 2,056 (4) 2,052 0 0 0
Investments in associates and joint ventures
Other non-current financial assets
18,364
56,586
386,924
1,012
405,288
57,598
39,752
96,212
93,200
19,184
132,952
115,396
Derivative instruments – Non-current assets 0 0 0 286 326 612
Other non-current assets 9,283 (4,091) 5,192 12,766 (2,041) 10,725
Deferred tax assets 22,787 (9,697) 13,090 37,832 79,542 117,374
Total non-current assets 1,135,562 (557,248) 578,314 2,251,704 (56,882) 2,194,822
Inventories 186,534 (104,126) 82,408 215,883 (99,871) 116,012
Trade and other operating receivables 732,466 (286,334) 446,132 1,116,915 (10,881) 1,106,034
Other current assets 84,240 (10,111) 74,129 101,030 (249) 100,781
Derivative instruments – Current assets 0 0 0 0 5,853 5,853
Current financial assets 153 (46) 107 594 0 594
Cash and cash equivalents 260,602 (116,340) 144,262 474,793 (37,459) 437,334
Total current assets 1,263,995 (516,957) 747,038 1,909,215 (142,607) 1,766,608
Total assets 2,399,557 (1,074,205) 1,325,352 4,160,919 (199,489) 3,961,430
Share capital 21,375 0 21,375 41,330 0 41,330
Share premium 62,551 0 62,551 800,008 0 800,008
Retained earnings 460,306 0 460,306 358,124 0 358,124
Defined benefit pension plans (8,101) 0 (8,101) (5,782) 0 (5,782)
Hedging reserves (17,673) 0 (17,673) (351) 0 (351)
Currency translation differences 6,154 0 6,154 (176) 0 (176)
Equity attributable to owners of the parent
Non-controlling interests
524,612
6,227
0
(9,177)
524,612
(2,950)
1,193,153
9,935
0
(1,871)
1,193,153
8,064
Equity 530,839 (9,177) 521,662 1,203,088 (1,871) 1,201,217
Retirement benefit obligations and employee
benefits
21,239 (13,074) 8,165 40,724 (182) 40,542
Provisions 10,679 1,570 12,249 10,962 14,693 25,655
Other non-current liabilities 70,745 (37,050) 33,695 53,382 39,516 92,898
Bonds 100,000 0 100,000 199,639 0 199,639
Financial liabilities 379,120 (322,413) 56,707 649,186 (152,532) 496,654
Derivative instruments – Non-current liabilities 32,853 (22,323) 10,530 38,603 (22,251) 16,352
Deferred tax liabilities 13,789 (731) 13,058 14,775 84,643 99,418
Total non-current liabilities 628,425 (394,021) 234,404 1,007,271 (36,113) 971,158
Current provisions 35,820 339 36,159 50,657 (2,476) 48,181
Trade & other operating payables 689,475 (364,593) 324,882 1,045,907 (62,101) 983,806
Income tax payable 21,579 (10,526) 11,053 78,836 (12,981) 65,855
Current financial liabilities 181,474 (170,321) 11,153 407,358 (61,240) 346,118
Derivative instruments – Current liabilities 4,201 (2,631) 1,570 2,538 13,961 16,499
Other current liabilities 307,744 (123,275) 184,469 365,264 (36,668) 328,596
Total current liabilities 1,240,293 (671,007) 569,286 1,950,560 (161,505) 1,789,055
Total equity and liabilities 2,399,557 (1,074,205) 1,325,352 4,160,919 (199,489) 3,961,430

(*) Amounts adjusted in accordance with the change in accounting principle related to IAS 19 Amended "Employee benefits" as explained in note 2.1 annual report 2013.

(**) Include a restatement of the spreading of DEME deferred taxes by legal entity. The impact is an increase of section Deferred tax assets/Deferred tax liabilities of 80,517 thousand Euro.

The incidence of change in accounting principle IFRS 11 is a decrease of Total assets of 199,489 thousand Euro in 2013 (a decrease of 1,074,205 thousand Euro in 2012), due to the fact that CFE has acquired the sole control of DEME in December 2013. As consequence, DEME is integrated in December 2012 under the equity method whereas the sub-group is fully consolidated in December 2013.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

For the period ended June 30
(In thousand Euro)
June 2013
Published
Impact
IFRS 11
June 2013,
after restatement
Operating activities
Net income share of the group
Depreciation and amortization of intangible assets, property, plant & equipment
218
62,144
0
(54,845)
218
7,299
(PPE) and investment property
Net provision expense
(2,275) 1,253 (1,022)
Impairment on current and non current assets 3,249 (691) 2,558
Unrealized foreign exchange (gains)/losses 1,316 (1,582) (266)
Interest income & income from financial assets (2,545) 944 (1,601)
Interest expense 13,029 (12,420) 609
Change in fair value of derivative instruments 649 (1,101) (452)
Income/(losses) from sales of property, plant & equipment (1,275) 1,205 (70)
Tax expense 6,873 (4,606) 2,267
Income attributable to non-controlling interests (256) 322 66
Earnings from associates and joint venture (4,031) (14,658) (18,689)
Cash flow from operating activities before changes in working capital 77,096 (86,179) (9,083)
Decrease/(increase) in trade receivables and other current and non current
receivables
(157,482) 20,158 (137,324)
Decrease/(increase) in inventories (4,010) 1,341 (2,669)
Increase/(decrease) in trade payables and other current and non current payables 34,062 55,873 89,935
Cash flow from operating activities (50,334) (8,807) (59,141)
Interest paid (13,029) 12,420 (609)
Interest received 2,545 (944) 1,601
Income tax paid/received (4,309) 58 (4,251)
Net cash flow from operating activities (65,127) 2,727 (62,400)
Investing activities
Sales of non-current assets 3,069 (2,216) 853
Purchases of non-current assets (42,028) 35,838 (6,190)
Acquisition of subsidiaries net of cash acquired 0 0 0
Capital decrease/(increase) in investments in associates (460) 1,135 675
Disposal of subsidiaries 424 12 436
Cash flow from investing activities (38,995) 34,769 (4,226)
Financing activities
Borrowings 170,165 (117,316) 52,849
Reimbursements of borrowings (85,332) 26,934 (58,398)
Dividends paid (15,056) 0 (15,056)
Change in the interest percentage of controlled entities (2,423) 227 (2,196)
Cash flow from financing activities 67,354 (90,155) (22,801)
Net Increase/(Decrease) in cash position (36,768) (52,659) (89,427)
Cash and cash equivalents at start of the year 260,602 (116,340) 144,262
Exchange rate effects (1,893) 1,534 (359)
Cash and cash equivalents at end of period 221,941 (167,465) 54,476

4. SEGMENT REPORTING

4.1 CONSOLIDATED STATEMENT OF INCOME HIGHLIGHTS

4.1.1 RESTATED SEGMENT REPORTING ACCORDING IFRS 10 AND 11

At June 30 Revenue Income from operating activities Operating income (EBIT) Financial income
2014 2013 (*) 2014 %
Revenue
2013 (*) %
Revenue
2014 %
Revenue
2013 (*) %
Revenue
2014 2013 (*)
Construction 427,275 337,674 6,444 1.51% (7,168) (2.12%) 1,728 0.40% (7,498) (2.22%) (584) (341)
Real estate development
and associated services
3,912 3,700 (578) (14.78%) 1,410 38.11% 678 17.33% 1,349 36.46% (765) (1,324)
Multitechnics 86,217 77,674 1,854 2.15% (6,085) (7.83%) 1,854 2.15% (6,085) (7.83%) 12 (200)
Rail & Road 51,113 44,163 2,250 4.40% 1,403 3.18% 2,250 4.40% 1,403 3.18% (195) (116)
PPP-Concessions 292 597 (1,202) (556) (1,164) 2,087 1,154 4
Dredging and
environment
1,212,300 0 90,710 7.48% 0 - 100,482 8.29% 17,241 - (13,658) 0
Correction DEME (354) (354) (804)
Holding (1,834) (3,466) (1,834) (3,466) 1,293 1,817
Eliminations between
segments
(7,634) 7,854 (496) 182 (496) 182
Other non-recurring
elements
(1,660) (1,660)
Total consolidated 1,773,475 471,662 96,794 5.46% (15,940) (3.38%) 103,144 5.82% 2,749 0.58% (12,743) (160)
At June 30 Taxes Net income of the group Non-cash items EBITDA
2014 2013 (*) 2014 %
Revenue
2013 (*) %
Revenue
2014 2013 (*) 2014 %
Revenue
2013 (*) %
Revenue
Construction (1,481) (1,035) 130 0.03% (8,972) (2.66%) 7,193 2,724 13,637 3.19% (4,444) (1.32%)
Real estate development
and associated services
(3) 0 (90) (2.30%) 17 0.46% (290) (398) (868) (22.19%) 1,012 27.35%
Multitechnics (955) (649) 911 1.06% (6,934) (8.93%) 262 2,307 2,116 2.45% (3,778) (4.86%)
Rail & Road (887) (488) 1,168 2.29% 799 1.81% 515 1,747 2,765 5.41% 3,150 7.13%
PPP-Concessions 0 0 (11) 2,091 274 0 (928) (556)
Dredging and environment (23,838) 0 62,647 5.17% 17,241 100,990 0 191,700 15.81% 0
Correction DEME (17) (371) (804) (354)
Holding 122 (7) (418) (1,654) 575 795 (1,259) (2,671)
Eliminations between
segments
103 (88) (393) 94 (496) 182
Other non-recurring
elements
(1,660) 1,660
Total consolidated (26,956) (2,267) 63,573 3.58% 218 0.05% 109,519 8,835 206,313 11.63% (7,105) (1.51%)

EBITDA/segment = Income from operating activities + amortisation + other non-cash items

(*) 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 3.2.

4.1.2 SEGMENT REPORTING PRO FORMA

If the acquisition of a complementary 50% stake had been effective from 1st January 2013, the income statement would have been as follows:

At June 30 Revenue Operating income on activity 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
Construction 427,275 337,674 6,444 1.51% (7,168) (2.12%) 1,728 0.40% (7,498) (2.22%) (584) (341)
Real estate development
and associated services
3,912 3,700 (578) (14.78%) 1,410 38.11% 678 17.33% 1,349 36.46% (765) (1,324)
Multitechnics 86,217 77,674 1,854 2.15% (6,085) (7.83%) 1,854 2.15% (6,085) (7.83%) 12 (200)
Rail & Road 51,113 44,163 2,250 4.40% 1,403 3.18% 2,250 4.40% 1,403 3.18% (195) (116)
PPP-Concessions 292 597 (1,202) (556) (1,164) 2,087 1,154 4
Dredging and
environment
1,212,300 1,106,687 90,710 7.48% 103,933 9.39% 100,482 8.29% 68,476 (13,658) (26,275)
Correction DEME (354) (804) (354) (804)
Holding (1,834) (3,466) (1,834) (3,466) 1,293 1,817
Eliminations between
segments
(7,634) 7,854 (496) 182 (496) 182
Other non-recurring
elements
(1,660) (1,660)
Total consolidated 1,773,475 1,578,349 96,794 5.46% 87,189 5.52% 103,144 5.82% 53,984 3.42% (12,743) (26,435)
At June 30 Taxes Net income of the group Non cash items EBITDA
2014 2013
Pro
forma
2014 %
Revenue
2013
Pro forma
%
Revenue
2014 2013
Pro forma
2014 %
Revenue
2013
Pro
forma
%
Revenue
Construction (1,481) (1,035) 130 0.03% (8,972) (2.66%) 7,193 2,724 13,637 3.19% (4,444) (1.32%)
Real estate development
and associated services
(3) 0 (90) (2.30%) 17 0.46% (290) (398) (868) (22.19%) 1,012 27.35%
Multitechnics (955) (649) 911 1.06% (6,934) (8.93%) 262 2,307 2,116 2.45% (3,778) (4.86%)
Rail & Road (887) (488) 1,168 2.29% 799 1.81% 515 1,747 2,765 5.41% 3,150 7.13%
PPP-Concessions 0 0 (11) 2,091 274 0 (928) (556)
Dredging and environment (23,838) (8,238) 62,647 5.17% 34,413 3.11% 100,990 95,400 191,700 15.81% 199,333 18.01%
Correction DEME (17) (371) (804) (354) (804)
Holding 122 (7) (418) (1,654) 575 795 (1,259) (2,671)
Eliminations between
segments
103 (88) (393) 94 (496) 182
Other non-recurring
elements
(1,660) 1,660
Total consolidated (26,956) (10,505) 63,573 3.58% 17,390 1.10% 109,519 104,235 206,313 11.63% 191,424 12.13%

4.2. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At June 30th, 2014 Construction Real Estate
& associated
Multi
technical
Rail &
Road
PPP
Concessions
Dredging and
environment
Holding and
eliminations
Inter
activities
Total
consolidated
(In thousand Euro) services eliminations
ASSETS
Goodwill 911 53 13,039 5,677 0 269,669 0 0 289,349
Property, plant and equipment 40,968 315 4,425 10,914 0 1,392,495 9,719 10 1,458,846
Long term loans to consolidated
companies of the group
18,446 0 0 0 0 0 80,252 (98,698) 0
Other non-current financial assets 4,545 23,252 46 859 30,076 27,664 3,060 (169) 89,333
Other non-current assets 3,733 40,850 3,449 902 12,727 213,075 761,675 (752,876) 283,535
Inventories 16,443 66,407 12,699 2,332 0 25,263 209 0 123,353
Cash and cash equivalent 46,231 2,954 8,073 886 5 360,211 9,402 0 427,762
Internal cash position – cash
pooling – assets
70,380 3,193 13,849 6,659 0 0 138,841 (232,922) 0
Other current financial assets –
companies of the group
0 0 0 0 0 0 0 0 0
Other current assets 496,616 48,415 52,041 53,757 4,602 732,822 11,662 (39,633) 1,360,282
Total assets 698,273 185,439 107,621 81,986 47,410 3,021,199 1,014,820 (1,124,288) 4,032,460
LIABILITIES
Equity 27,731 8,155 37,196 26,599 7,708 1,125,705 733,141 (729,294) 1,236,941
Non-current borrowing to
consolidated companies of the
group
17,752 41,948 0 0 22,500 0 16,667 (98,867) 0
Bonds 0 0 0 0 0 199,672 99,959 0 299,631
Non-current financial debt 1,558 6,310 579 3,337 0 310,285 35,000 0 357,069
Other non-current liabilities 47,726 29,810 607 1,165 10,775 188,076 14,129 (23,570) 268,718
Current financial debts 44,651 0 186 957 0 266,673 11,197 0 323,664
Internal cash position – cash
pooling - liabilities
58,981 69,979 4,135 3,109 2,637 0 95,659 (234,500) 0
Other current liabilities 499,874 29,237 64,918 46,819 3,790 930,788 9,068 (38,057) 1,546,437
Total equity and liabilities 698,273 185,439 107,621 81,986 47,410 3,021,199 1,014,820 (1,124,288) 4,032,460
At December, 31st 2013 (*)
(In thousand Euro)
Construction Real Estate
&
associated
services
Multi
technical
Rail &
Road
PPP
Concessions
Dredging and
environment
Holding
and
eliminatio
ns
Inter activities
eliminations
Total
consolidated
ASSETS
Goodwill 911 53 13,039 5,676 0 272,236 0 0 291,915
Property, plant and equipment 42,665 333 6,609 9,938 0 1,445,696 7,634 0 1,512,875
Long term loans to consolidated
companies of the group
18,608 0 0 0 0 0 96,873 (115,481) 0
Other non-current financial assets 44,969 29,652 46 882 10,181 26,524 3,142 0 115,396
Other non-current assets 4,389 38,345 3,449 897 13,032 205,317 732,795 (723,588) 274,636
Inventories 13,774 61,601 8,781 2,254 0 28,956 646 0 116,012
Cash and cash equivalent 48,534 6,279 7,798 3,891 (7) 318,000 52,839 0 437,334
Internal cash position – cash
pooling – assets
94,911 2,918 10,457 6,246 0 0 138,195 (252,727) 0
Other current financial assets –
companies of the group
0 0 0 0 0 0 0 0 0
Other current assets 392,960 49,624 66,601 47,098 1,030 667,797 21,626 (33,474) 1,213,262
Total assets 661,721 188,805 116,780 76,882 24,236 2,964,526 1,053,750 (1,125,270) 3,961,430
LIABILITIES
Equity
595 10,240 27,116 27,128 6,557 1,091,245 762,083 (723,747) 1,201,217
Non-current borrowing to
consolidated companies of the
group
19,201 57,941 4,200 0 7,614 0 26,524 (115,480) 0
Bonds 0 0 0 0 0 199,639 0 0 199,639
Non-current financial debt 42,659 10,266 1,376 2,948 1 419,261 20,143 0 496,654
Other non-current liabilities 40,659 9,653 823 1,202 4,104 205,475 13,018 (69) 274,865
Current financial debts 1,467 0 1,161 812 0 240,381 102,297 0 346,118
Internal cash position – cash
pooling - liabilities
45,482 80,490 9,397 3,267 1,966 0 112,116 (252,718) 0
Other current liabilities 511,658 20,215 72,707 41,525 3,994 808,525 17,569 (33,256) 1,442,937
Total equity and liabilities 661,721 188,805 116,780 76,882 24,236 2,964,526 1,053,750 (1,125,270) 3,961,430

(*) 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 3.2.

4.3. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

At June 30th 2014
(In thousand Euro)
Construction Real Estate &
associated
services
Multi
technical
Rail &
Road
PPP
Concessions
Dredging and
environment
Holding
and
eliminations
Total
consolidated
Cash flow from operating activities
before changes in working capital
13,143 (2,560) 2,213 2,493 (1,036) 183,194 382 197,829
Cash flow from operating activities (19,167) (1,369) (899) 1,066 (34,180) 185,390 (14,303) 116,538
Cash flow from investing activities (1,152) (5) (454) (1,085) 0 (40,401) (2,515) (45,612)
Cash flow from financing activities 18,126 (1,953) 1,843 (3,200) 34,192 (105,306) (26,619) (82,917)
Net increase/(decrease) of cash (2,193) (3,327) 490 (3,219) 12 39,683 (43,437) (11,991)
At June 30th 2013 (*)
(In thousand Euro)
Construction Real Estate &
associated
services
Multi
technical
Rail &
Road
PPP
Concessions
Dredging and
environment
Holding
and
eliminations
Total
consolidated
Cash flow from operating activities
before changes in working capital
(4,772) (877) (3,922) 3,000 (1,047) 0 (1,465) (9,083)
Cash flow from operating activities (18,255) (939) 3,851 9,348 (8,702) 0 (47,703) (62,400)
Cash flow from investing activities (2,235) 1,121 (778) (1,683) 0 0 (651) (4,226)
Cash flow from financing activities 1,867 295 (2,582) (3,900) 8,797 0 (27,278) (22,801)
Net increase/(decrease) of cash (18,623) 477 491 3,765 95 0 (75,632) (89,427)

(*) 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 3.2.

Cash flows from financing activities include cash pooling loans and borrowing with other segments. A positive amount means a use of liquidities in the cash pooling. This section is also influenced by external financing, especially and primarily in the segments Real Estate & associated services, Holding, and Dredging and environment. The dredging and environment segment is not part of the cash pooling of the group CFE.

4.4. OTHER INFORMATION

At June 30th 2014
(In thousand Euro)
Construction Real Estate &
associated
services
Multi
technical
Rail & Road PPP
Concessions
Dredging
and
environment
Holding and
eliminations
Total
consolidated
Amortizations (3,032) (424) (1,265) (1,457) 0 (100,929) (632) (107,739)
Investments 2,537 3,901 643 1,019 0 44,919 2,515 55,534
th 2013 (*)
At June 30
(In thousand Euro)
Construction Real Estate &
associated
services
Multi
technical
Rail & Road PPP
Concessions
Dredging
and
environment
Holding and
eliminations
Total
consolidated
Amortizations (3,057) (40) (1,717) (1,756) 0 0 (729) (7,299)
Investments 2,395 30 1,574 1,619 0 0 651 6,269

(*) 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 3.2.

The investments include the acquisitions done for the purpose of the group investments and the acquisitions done by the segments Real Estate & associated services and PPP-concessions for their operational activities.

REVENUE BREAKDOWN GENERATED BY THE CONSTRUCTION DIVISION
(In thousand Euro) June 2014 June 2013 (*)
Building - Benelux 275,904 222,469
Civil engineering 59,320 68,818
Buildings - International 92,051 46,387
Total 427,275 337,674

(*) 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 3.2.

4.5. GEOGRAPHICAL SECTOR

REVENUE OF CFE GROUP AT JUNE 30
(In thousand Euro) June 2014 June 2013 (*)
Belgium 560,990 358,674
Other Europe 432,401 92,922
Middle East 68,797 36
Asia 54,562 292
Oceania 354,390 0
Africa 218,484 19,738
Americas 83,851 0
Total consolidated 1,773,475 471,662

(*) 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 3.2.

5. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES

ACQUISITIONS AS OF JUNE 30, 2014

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 30 June 2014, the exercise of valorization of assets and liabilities to the fair value is ongoing. The fair value allocated to the acquired assets and liabilities assumed are allowed to be modified within a period of 12 months after the date of acquisition.

DISPOSALS AS OF JUNE 30, 2014

None.

Acquisitions and disposals of subsidiaries in the Real Estate & Management Services division were not business combinations and so all the contribution paid is allocated to the land and buildings in stock.

COMPREHENSIVE INCOME

6. REVENUE FROM AUXILIARY ACTIVITIES

Revenues from auxiliary activities amount to 31,175 thousand Euro (June 2013(*) : 34,183 thousand Euro) and include gains on property, plant and equipment for 3,917 thousand Euro (June 2013(*): 38 thousand Euro), as well as rent income, recharges of costs and other compensation for 27,258 thousand Euro (June 2013(*) : 34,145 thousand Euro). Compared to last year, revenues from auxiliary activities decreased by almost 9%.

(*) 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 3.2.

7. NET FINANCIAL INCOME/EXPENSE

As of June 30
(in thousand Euro) 2014 2013 (*)
Cost of financial debt (13,189) 1,131
Derivative instruments - fair value adjustments through profit and loss 212 452
Derivative instruments used as hedging instruments 0 0
Assets measured at fair value 0 0
Available-for-sale financial instruments 0 0
Assets and liabilities at amortized cost - income from availabilities 5,647 1,601
Assets and liabilities at amortized cost - interest charges (19,048) (922)
Other financial income and expense 446 (1,291)
Realized / unrealized translation gains/(losses) 4,093 101
Dividends received from non-consolidated companies 419 (9)
Impairment of financial assets (33) 87
Other (4,033) (1,470)
Financial result (12,743) (160)

(*) 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 3.2.

The increase of costs of financial debt in comparison with June,30 2013 is due to the fact that DEME was integrated under equity method during the first half year 2013, in compliance with the restatement resulting from the implementation of IFRS 11 "Joint arrangements".

The evolution of the gain/(loss) exchange realized/not realized in the first half year of 2014 compared to the same period in 2013 is mostly explained by the valuation of the Euro against other foreign currencies in DEME.

8. NON-CONTROLLING INTERESTS

As of June 30, 2014 the part of non-controlling interests in the result amounts to 128 thousand Euro (June 2013(*) : (104) thousand Euro).

9. INCOME TAX

The tax expense amounts to 26,956 thousand Euro for the first half year 2014 (June 2013(*) : 2,267 thousand Euro). The effective tax rate amounts to 32.07 % (June 2013(*) : (14.08%)). The effective tax rate is defined as the income tax expense over the pre-tax income from which the earnings from associates and joint ventures are deducted.

The rate of 32.07% reflects the effective tax rate of dredging activities what was not included in the rate of June 2013 due to the fact that the activities were integrated under equity method in the restated comparative figures. In June 2013, the rate reflected that deferred tax assets on losses have not recognized in some entities as it is uncertain whether these entities will generate enough taxable results to recover these tax losses.

STATEMENT OF FINANCIAL POSITION

10. PROPERTY, PLANT & EQUIPMENT

As of June 30, 2014
(In thousand Euro)
Land &
buildings
Installations
&
equipments
Furniture &
fittings
Other
tangible
assets
Under
construction
Total
Acquisition cost
Balance at the end of the previous period 128,361 2,696,064 66,378 0 1,560 2,892,363
Effect of foreign currency fluctuations 255 837 (30) 0 0 1,062
Acquisitions through business
combinations
0 0 0 0 0 0
Acquisitions 4,465 42,844 2,286 0 1,401 50,996
Transfers from one asset to another (12,992) 655 (54) 0 (884) (13,275)
Disposals 0 (37,855) (2,814) 0 0 (40,669)
Change in the consolidation scope 548 7,957 0 0 0 8,505
Balance at the end of the year 120,637 2,710,502 65,766 0 2,077 2,898,982
Depreciations & impairment
Balance at the end of the previous period (57,563) (1,269,909) (52,016) 0 0 (1,379,488)
Effect of foreign currency fluctuations (143) (640) (5) 0 0 (788)
Acquisitions through business -
combinations
0 0 0 0 0 0
Depreciations (2,908) (97,079) (3,162) 0 0 (103,149)
Transfers from one asset to another 13,015 190 71 0 0 13,276
Disposals 0 36,775 1,743 0 0 38,518
Change in the consolidation scope (548) (7,957) 0 0 0 (8,505)
Balance at the end of the period (48,147) (1,338,620) (53,369) 0 0 (1,440,136)
Net carrying amount
At January, 1 2014 (*) 70,798 1,426,155 14,362 0 1,560 1,512,875
At June, 30 2014 72,490 1,371,882 12,397 0 2,077 1,458,846

(*) 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 3.2.

On June 30, 2014, the acquisitions of tangible assets amount to 50,996 thousand Euro, and are mainly related to DEME (44,573 thousand Euro).

The net value of the fixed assets held in leasing amounts to 20,968 thousand Euro (2013(*): 20,832 thousand Euro). Those contracts relate mainly to DEME, the building of subsidiary Louis Stevens & Co NV and the buildings and equipments of Group Terryn and its subsidiaries.

The amount of property, plant, and equipment constituting a guarantee for some borrowing amounts to 411,226 thousand Euro (December 2013(*) : 472,137 thousand Euro).

As of June 30, 2013 (*)
(In thousand Euro)
Land &
buildings
Installations
&
equipments
Furniture &
fittings
Other
tangible
assets
Under
construction
Total
Acquisition cost
Balance at the end of the previous period 34,408 117,904 37,873 0 524 190,709
Effect of foreign currency fluctuations (2) (26) (18) 0 0 (46)
Acquisitions through business 0 0 0 0 0 0
combinations
Acquisitions 228 2,970 2,428 0 235 5,861
Transfers from one asset to another 841 (245) 230 0 0 826
Disposals (10) (2,204) (1,436) 0 0 (3,650)
Change in the consolidation scope (140) 0 (350) 0 0 (490)
Balance at the end of the year 35,325 118,399 38,727 0 759 193,210
Depreciations & impairment
Balance at the end of the previous period (10,870) (86,229) (29,687) 0 0 (126,786)
Effect of foreign currency fluctuations 1 22 12 0 0 35
Acquisitions through business -
combinations
0 0 0 0 0 0
Depreciations (591) (3,993) (1,896) 0 0 (6,480)
Transfers from one asset to another (531) 212 (207) 0 0 (526)
Disposals 4 1,745 1,041 0 0 2,790
Change in the consolidation scope 59 0 284 0 0 343
Balance at the end of the period (11,928) (88,243) (30,453) 0 0 (130,624)
Net carrying amount
At January, 1 2013 (*) 23,538 31,675 8,186 0 524 63,923
At June, 30 2013 (*) 23,397 30,156 8,274 0 759 62,586

(*) 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 3.2.

The net carrying amount of tangible assets amounts to 62,586 thousand Euro on June, 30 2013 ( June,30 2014: 1,458,846 thousand Euro). This difference is explained by the application of IFRS 11 "Joint arrangements" which has the consequence that DEME, still jointly owned by CFE during the first semester 2013, is integrated under equity method in June 2013.

11. INVESTMENTS IN ASSOCIATES AND JOINT VENTURE

On June 30, 2014, investments in associates amount to 132,479 thousand Euro (December 2013(*): 132,952 thousand Euro) in the statement of financial position.

(*) 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 3.2.

12. CONSTRUCTION CONTRACTS

The amount of incurred costs increased by profits and decreased by recognized losses as well as by progress billing is determined contract by contract. The net amount due by or to customers is determined on a contract-by-contract basis as the difference between these two items.

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 thousand Euro) June 30th
, 2014
December 31st
, 2013(*)
Balance sheet data
Construction contracts in progress – assets 158,150 94,161
Construction contracts in progress – liabilities (24,396) (37,736)
Construction contracts in progress – net 133,754 56,425
Total income and expenses to date recognised on contracts in progress
Costs incurred plus profits recognized less losses recognized to date 6,400,936 4,836,076
Less invoices issued (6,267,182) (4,779,652)
Construction contracts in progress – net 133,754 56,425

(*) 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 3.2.

13. INVENTORIES

On June 30, 2014, the inventories amount to 123,353 thousand Euro (December 2013(*): 116,012 thousand Euro) and are detailed as follows:

(In thousand Euro) June 30, 2014 December 31, 2013 (*)
Raw materials and consumables
Raw material and consumables (impairment losses)
Finished products and goods purchased for resale
Finished products (impairment losses)
42,988
(1,450)
84,978
(3,163)
44,130
(1,450)
75,419
(2,087)
Stocks 123,353 116,012

(*) 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 3.2.

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

On June 30, 2014 these provisions amount 82,862 thousand Euro, which represents an increase of 9,026 thousand Euro compared to the end of December 2013(*) (73,836 thousand Euro).

(In thousand Euro) After - sale
service
Other current
risks
Negative
equity method
Other non
current risks
Total
Balance at the end of the previous period (*) 17,223 30,958 15,368 10,287 73,836
Effect of foreign currency fluctuations (31) (3) 0 0 (34)
Actualization effect 0 0 0 0 0
Transfer from one category to another (109) 48 6,213 62 6,214
Provisions recognized 1,337 7,368 0 (5,833) 2,872
Provisions used (599) (7,525) 0 6,121 (2,003)
Provisions reversed 0 (225) 0 2,202 1,977
Closing balance 17,821 30,621 21,581 12,839 82,862
of which current:
non-current:
48,442
34,420

(*) 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 3.2.

The provision for after-sale service increased by 598 thousand Euro to reach 17,821 thousand Euro on June 30, 2014.

The provision for other current risks decreased by 337 thousand Euro and amounts to 30,621 thousand Euro at June 30, 2014. This category includes : - provisions for customer claims (5,963 thousand Euro), for social litigation (887 thousand Euro), for remaining work to be completed (202 thousand Euro) and provisions for other risks (9,050 thousand Euro). Since negotiations with customers are still in progress, we cannot give more information about the considered assumptions, nor on the time of the probable cash outflow.

  • provisions for losses on completion (14,519 thousand Euro) are recognised when the expected economic benefits of certain contracts are lower than the inevitable costs attendant on compliance with obligations under those contracts. Provisions for losses on completion are used up when the related contracts are performed.

The other non-current risks which amount 12,839 thousand Euro at the end of June 2014 include, amongst others, a provision for restructuring.

If the share of CFE Group in the economic losses of associates and joint ventures exceeds the carrying amount of investment, the carrying amount is limited to zero. Losses higher than the carrying amount are not recognised, except for the amount of commitments of CFE as regards to those associates and joint ventures. The amounts of those commitments are accounted as non-current provisions to the extent that the group considers it has an obligation to support those subsidiaries and their projects.

15. CONTINGENT ASSETS AND LIABILITIES

According to the available information, we have no knowledge of any contingent assets or liabilities between the closing date and the date where the financial statements were approved by the board of directors.

16. FINANCIAL INSTRUMENTS

CFE Group use derivatives financial instruments mainly in order to reduce the risks linked to unfavourable movements of interests rates, exchange rate, price of commodities and other market risks. The company does not hold or does not sell any financial instruments for trading purposes. However, derivatives which are not eligible to be considered as hedging instruments are disclosed as financial instruments held for trading.

On June 30, 2014, the derivative financial instruments have been estimated at their fair values.

17. NET FINANCIAL DEBT

17.1. THE NET FINANCIAL DEBT

30/06/2014 31/12/2013 (*)
(In thousand Euro) Non-current Current Total Non-current Current Total
Bank loans and other financial debt (306,518) (221,292) (527,810) (448,776) (240,822) (689,598)
Bonds (299,631) 0 (299,631) (199,639) 0 (199,639)
Drawings on credit facilities (35,000) 0 (35,000) (30,000) 0 (30,000)
Borrowings under finance leases (15,551) (3,418) (18,969) (17,878) (4,006) (21,884)
Total long-term financial debt (656,700) (224,710) (881,410) (696,293) (244,828) (941,121)
Short-term financial debt 0 (98,954) (98,954) 0 (101,290) (101,290)
Cash equivalents 0 49,453 49,453 0 24,789 24,789
Cash 0 378,309 378,309 0 412,545 412,545
Net short-term financial debt/(cash) 0 328,808 328,808 0 336,044 336,044
Total net financial debt (656,700) 104,098 (552,602) (696,293) 91,216 (605,077)
Derivative instruments used as (15,396) (9,852) (25,248) (16,352) (10,599) (26,951)
interest-rate hedges

(*) 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 3.2.

17.2. DEBT MATURITY SCHEDULE

Less than 1
year
Between 1
and 2 years
Between 2
and 3 years
Between 3
and 5 years
Between 5
and 10
More than
10 years
Total
(In thousand Euro) years
Bank loans and other financial debt (221,292) (138,020) (79,158) (85,491) (3,849) 0 (527,810)
Bonds 0 0 0 (299,631) 0 0 (299,631)
Drawings on credit facilities 0 (35,000) 0 0 0 0 (35,000)
Borrowings under finance leases (3,418) (3,598) (2,926) (5,074) (3,916) (37) (18,969)
Total long-term financial debt (224,710) (176,618) (82,084) (390,196) (7,765) (37) (881,410)
Short-term financial debt (98,954) 0 0 0 0 0 (98,954)
Cash equivalents 49,453 0 0 0 0 0 49,453
Cash 378,309 0 0 0 0 0 378,309
Net short-term financial debt 328,808 0 0 0 0 0 328,808
Change in net financial debt 104,098 (176,618) (82,084) (390,196) (7,765) (37) (552,602)

17.3. CREDIT FACILITIES AND LONG TERM BANK LOANS

At 30 June 2014, the CFE group had confirmed long-term bank credit facilities of 100 million Euro, of which 35 million Euro were drawn at the end of June 2014.

On 21 June 2012, CFE issued 100 million Euro of bond maturing on 21 June 2018 and paying a coupon of 4.75%. On February 14th, 2013, DEME issued 200 million Euro of bond (amount at 100%) maturing on 14 February 2019 and paying a coupon of 4.145%.

Bank loans and other financial debts mainly concern DEME and loans relating to real-estate projects and are without recourse against CFE.

17.4. FINANCIAL COVENANTS

Bilateral loans are subject to specific covenants that take into account factors such as financial debt and the ratio of debt to equity or non-current assets, as well as cash flow. The group complied with all these covenants at end of June 2014.

18. FINANCIAL RISK MANAGEMENT

18.1. INTEREST RATE RISK

The policy and the risk management procedures defined by the group are the same as the one's declared in the 2013 annual report.

Fixed rate Floating rate Total
Type of debts Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate
Bank loans and other
financial debts
56,605 15.80% 1.56% 471,205 90.07% 0.75% 527,810 59.88% 0.83%
Bonds 299,631 83.64% 4.35% 0 0.00% 0.00% 299,631 33.99% 4.35%
Credit line used 0 0.00% 0.00% 35,000 6.69% 1.54% 35,000 3.97% 1.54%
Loans related to finance
lease
2,021 0.56% 4.94% 16,948 3.24% 1.82% 18,969 2.15% 2.15%
Total 358,257 100% 3.91% 523,153 100% 0.83% 881,410 100% 2.08%

Effective average interest rate before considering derivative products

Effective average interest rate after considering floating derivative products

Fixed rate Floating rate Floating rate capped + inflation Total
Type of debts Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate
Bank loans and other
financial debts
508,524 62.77% 2.37% 19,286 27.07% 1.08% 0 0 0.00% 527,810 59.88% 2.32%
Bonds 299,631 36.98% 4.35% 0 0.00% 0.00% 0 0 0.00% 299,631 33.99% 4.35%
Credit line used 0 0.00% 0.00% 35,000 49.13% 1.82% 0 0 0.00% 35,000 3.98% 1.54%
Loans related to
finance lease
2,021 0.24% 4.94% 16,948 23.79% 1.82% 0 0 0.00% 18,969 2.15% 2.15%
Total 810,176 100% 3.07% 71,234 100% 1.57% 0 0 0.00% 881,410 100% 2.98%

18.2. LONG TERM FINANCIAL DEBTS BY CURRENCY

The outstanding debts by currency are:

(In thousand Euro) June 2014 December 2013 (*)
Euro 881,410 941,121
US Dollar 0 0
Other currencies 0 0
Total long term debts 881,410 941,121

(*) 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 3.2.

18.3. BOOK VALUE AND FAIR VALUE BY ACCOUNTING CATEGORY

June 30, 2014
(In € thousands)
Financial
instruments
not designated
as hedging
instruments
Derivatives
designated as
hedging
instruments
Financial
instruments
available for
sales
Loans and
trade
receivables at
amortised
costs
Total of
carrying
amount
Fair value
measurements
of financial
assets by
level
Fair value
of the class
Non-current financial assets 63 2,999 86,334 89,396 89,396
Investments (1) 2,999 2,999 Level 2 2,999
Financial loans and receivables (1) 86,334 86,334 Level 2 86,334
Interest rate derivatives – cash flow 63 63 Level 2 63
hedges
Current financial assets 540 1,675,555 1,676,095 1,676,095
Interest rate derivatives – non hedge
Trade and other receivables 1,194,308 1,194,308 Level 2 1,194,308
Cash management financial assets 540 53,485 54,025 Level 2 54,025
Cash equivalents (2) 49,453 49,453 Level 2 49,453
Cash at bank and in hand (2) 378,309 378,309 Level 2 378,309
Total assets 603 2.999 1,761,889 1,765,491 1,765,491
Non-current financial debts 15,723 656,700 672,423 704,877
Bonds 299,631 299,631 Level 1 315,703
Financial debts 357,069 357,069 Level 2 373,451
Interest rate derivatives – cash flow 15,723 15,723 Level 2 15,723
hedges
Current financial liabilities 16,124 1,343,313 1,359,437 1,367,353
Interest rate derivatives – highly
probable projected cash flow hedges
2,987 2,987 Level 2 2,987
Interest rate derivatives – cash flow 9,165 9,165 Level 2 9,165
hedges
Exchange rate derivatives – non cash 3,285 3,285 Level 2 3,285
flow hedges
Other derivatives instruments – non 687 687 Level 2 687
hedge
Trade payables and other operating debts 1,019,649 1,019,649 Level 2 1,019,649
Bonds
Financial debts 323,664 323,664 Level 2 331,580
Total liabilities 16,124 15,723 2,000,013 2,031,860 2,072,230

The fair value of financial instruments can be classified into three levels based on the degree to which the inputs to the fair value measurements are observable:

  • Fair value measurements of level 1 are based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • Fair value measurements of level 2 are based on inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (through prices) or indirectly (through input derived from prices);

  • Fair value measurements of level 3 are based on valuation techniques comprising inputs which are unobservable for the asset or liability.

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

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

19. OTHER COMMITMENTS GIVEN

The total amount of commitments granted other than guarantees for the period ended June 30, 2014, is 1,223,807 thousand Euro (December 2013(*) : 1,166,686 thousand Euro) and is detailed by nature as follows:

(In thousand Euro)
June 2014 December 2013 (*)
Performance guarantees and performance bonds (a) 858,078 821,118
Bid bonds (b) 42,180 30,977
Repayment of advance payments (c) 14,103 17,453
Retentions (d) 59,508 58,132
Deferred payments to subcontractors and suppliers (e) 33,979 29,596
Other commitments given - including 53,428 thousand Euro of corporate guarantees at 215,959 209,410
DEME
Total 1,223,807 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" as explained in note 3.2.

a) Guarantees given in relation to the performance of works contracts. If the construction entity fails to perform, the bank (or insurance company) undertakes to compensate the customer to the extent of the guarantee.

  • b) Guarantees provided as part of tenders relating to work contracts.
  • c) Guarantees provided by a bank to a customer guaranteeing the repayment of advance payments in relation to contracts (mainly at DEME).
  • d) Security provided by a bank to a client to replace the use of retention money.
  • e) Guarantee covering the settlement of a liability to a supplier or subcontractor.

20. OTHER COMMITMENTS RECEIVED

(In thousand Euro) June 2014 December 2013 (*)
Performance guarantees and performance bonds
Other commitments received
46,855
3,439
37,186
11,837
Total 50,294 49,023

(*) 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 3.2.

21. LITIGATION

The CFE group has a number of claims that we qualify as normal for the construction industry. In most of the cases, the group CFE expects to conclude a transactional convention with the counterparty, which substantially reduces the number of procedures. Currently, negotiations are ongoing regarding some receivables. At the moment, it is not possible to assess the potential asset.

22. RELATED PARTIES

  • Ackermans & van Haaren (AvH) owns 15,289,521 shares of CFE at the end of June 2014, being therefore the main shareholder of the CFE group with a stake of 60,40%;
  • The transactions with related parties concern mainly the operations with the entities in which CFE has a significant influence or a joint control. The transactions between related parties are executed at arm's length;
  • In the first half year of 2014, there was no significant variation in the nature of transactions with related parties compared to December 31, 2013. The trade transactions of financial transactions between the group and the joint ventures integrated under equity method are as follows:
(In thousand Euro) June 30, 2014 December 31, 2013 (*)
Assets with related parties 289,005 292,167
Non-current financial assets 84,785 70,338
Trade receivables and other operating trades 204,220 221,829
Liabilities with related parties 54,375 44,146
Other non-current liabilities 3,000 3,052
Trade payables and other operating trades 51,375 41,094
(In thousand Euro) June 30, 2014 December 31, 2013 (*)
Expenses and incomes with related parties 76,668 90,428
Turnover and incomes from auxiliary activities 74,522 88,969

Purchases and other operating expenses (1,874) (12,232) Expenses and financial incomes 2,146 1,459

(*) 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 3.2.

23. SUBSEQUENT EVENTS

None.

24. IMPACT OF FOREIGN CURRENCIES

The international activities of the group CFE for the construction, real estate & associated services and multi-technical segments are mainly within the Euro zone. As a consequence, the exposure to exchange risk and the impact on financial statements are limited. However, the dredging and environment segment realize a large part of its business internationally. These activities are mainly in US Dollars or in currencies strictly related to the US Dollar. DEME uses financial instruments to hedge exchange rate risk.

25. RESEARCH AND DEVELOPMENT

The research and development within CFE is related to the DBFM contracts ("Design, Build, Finance, Maintain"). For DEME, the research and development relate to the improvement of the efficiency of the maritime-equipment. This company also lead a program in partnership with Belgian universities and the Flemish Region in order to develop the production of eco-friendly energy in the maritime-environment.

26. SEASONAL NATURE OF THE BUSINESS

The activity of construction is seasonal and depends on the climatic conditions of the winter.

Turnover and results achieved in the first half year cannot be extrapolated over the full year. The seasonal effect on the business is reflected in a higher use of cash in the first half year.

No adjustments were made to take account of the impact of seasonal factors on the group's financial statements for the first half year.

Income and expenses of the group from normal business operations which are subject to a seasonal, cyclical or occasional nature were recognized following the same valuation as at year end. They were therefore neither anticipated nor deferred in the interim financial statements.

27. STATUTORY AUDITORS REPORT

To the board of directors

In the context of our appointment as the company's statutory auditor, we report to you on the consolidated interim financial information. This consolidated interim financial information comprises the consolidated condensed statement of financial position as at 30 June 2014, the consolidated condensed income statement, the consolidated condensed statement of comprehensive income, the consolidated condensed statement of changes in equity and the consolidated condensed statement of cash flows for the period of six months then ended, as well as selective notes 1 to 26.

Report on the consolidated interim financial information

We have reviewed the consolidated interim financial information of Compagnie d'Entreprises CFE SA ("the company") and its subsidiaries (jointly "the group"), prepared in accordance with International Financial Reporting Standard IAS 34 – Interim Financial Reporting as adopted by the European Union.

The consolidated condensed statement of financial position shows total assets of 4.032.460 (000) EUR and the consolidated condensed income statement shows a consolidated profit (group share) for the period then ended of 63.573 (000) EUR.

The board of directors of the company is responsible for the preparation and fair presentation of the consolidated interim financial information in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.

Scope of review

We conducted our review of the consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) 2410 – Review of interim financial information performed by the independent auditor of the entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated interim financial information.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim financial information of Compagnie d'Entreprises CFE SA has not been prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.

Diegem, 28 August 2014

The statutory auditor

DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Pierre-Hugues Bonnefoy

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