Quarterly Report • Aug 28, 2014
Quarterly Report
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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
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.
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).
| 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).
| 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).
| 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.
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)
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.
| % | 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% |
| % | 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 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).
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 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.
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:
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.
| 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:
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 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.
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.
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 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.
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.
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.
| 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).
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.
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.
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:
This is partly offset by:
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).
| 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).
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.
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.
Risks related to the sector of activity described in the annual report 2013 are still applicable during the second halfyear 2014.
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.
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.
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.
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.
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.
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.
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.
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.
| 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 |
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.
| 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 |
| 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.
| 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.
| 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.
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.
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 |
14. PROVISIONS OTHER THAN THOSE RELATING TO RETIREMENT BENEFIT OBLIGATIONS AND NON- CURRENT EMPLOYEE BENEFITS
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
None
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.
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").
During the half year 2014, DEME acquired :
Finally, the entity Dalian Soil remediation owned by 50% by DEME was dissolved during the 1er semester 2014.
None
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.
None.
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.
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.
During the 1st semester, DEME acquired through its subsidiaries:
None.
None.
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.
The application of these standards does not have a significant impact on the consolidated accounts except for the application of the IFRS 11 Joint arrangements.
The Company decided not to anticipate the application standards and interpretations here below that are not mandatory on June 30, 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.
Companies in which the Group holds, whether directly or indirectly, the majority of voting rights enabling control to be exercised, are fully consolidated. Companies over which the Group exercises a significant influence and the companies over which the group exercises a joint control with others shareholders are integrated under equity method.
| Number of entities | June 2014 | December 2013 |
|---|---|---|
| Full consolidation Equity method |
163 98 |
154 103 |
| Total | 261 | 257 |
Reciprocal operations and transactions relating to assets and liabilities and income and expenses between companies that are consolidated are eliminated in the consolidated financial statements. This is done:
In main cases, the functional currency of companies and establishments correspond to the currency of the related country.
Financial statements of foreign companies whereas the functional currency is different from the consolidated accounts reporting currency of the group are translated at the closing rate for the balance sheet elements, and at the average rate of the period for the results elements. Exchange differences are recorded in "translation differences" in the consolidated reserves.
Goodwill related to foreign companies is considered to be included in the acquired assets and liabilities and are therefore translated at the closing rate.
Foreign currencies transactions are converted into Euro using the conversion rate at the date of the operation. At closing period, the financial assets and monetary liabilities denominated in foreign currencies are converted into Euro at the exchange closing rate of the period. The exchange losses and gains coming from these operations are recognized in the section "exchange result" and are presented in other financial revenues and other financial expenses in the income statement.
The exchange gains and losses on loans denominated in foreign currencies or on exchange derivative instruments used for hedging investments in foreign subsidiaries are recorded under translation differences in equity.
The preparation of financial statements under IFRSs requires estimates to be used and assumptions to be made that affect the amounts shown in those financial statements, particularly with regards the following items:
These estimates assume the operation is a going concern and are made on the basis of the information available at the time. Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates.
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:
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.
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:
| 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 |
| 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 |
| 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.
| 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 |
| 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.
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% |
| 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.
| 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.
| 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.
| 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.
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.
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.
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.
| 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.
As of June 30, 2014 the part of non-controlling interests in the result amounts to 128 thousand Euro (June 2013(*) : (104) thousand Euro).
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.
| 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.
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.
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.
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.
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.
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.
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.
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.
| 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.
| 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) |
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.
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.
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 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% |
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.
| 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 :
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.
| (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.
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.
| (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.
None.
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.
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.
The activity of construction is seasonal and depends on the climatic conditions of the winter.
Turnover and results achieved in the first half year cannot be extrapolated over the full year. The seasonal effect on the business is reflected in a higher use of cash in the first half year.
No adjustments were made to take account of the impact of seasonal factors on the group's financial statements for the first half year.
Income and expenses of the group from normal business operations which are subject to a seasonal, cyclical or occasional nature were recognized following the same valuation as at year end. They were therefore neither anticipated nor deferred in the interim financial statements.
In the context of our appointment as the company's statutory auditor, we report to you on the consolidated interim financial information. This consolidated interim financial information comprises the consolidated condensed statement of financial position as at 30 June 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.
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.
We conducted our review of the consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) 2410 – Review of interim financial information performed by the independent auditor of the entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated interim financial information.
Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim financial information of Compagnie d'Entreprises CFE SA has not been prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.
Diegem, 28 August 2014
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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