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Teixeira Durate

Quarterly Report Sep 18, 2012

1919_ir_2012-09-18_84b23524-445a-46f3-afab-1c28cdbee529.pdf

Quarterly Report

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TABLE OF CONTENTS

    1. Company Identification
    1. Key Indicators
    1. Teixeira Duarte Group 1 st Semester 2012
    1. Interim Management Report
  • I. Introduction
  • II. Overall Assessment of the Activity
  • III. Facts Which Occurred After the End of the 1st Semester 2012
  • IV. Outlook for 2012
  • V. Notes to the Interim Management Report
    1. Statement of Conformity
    1. Consolidated Financial Statements
  • I. Consolidated Statement of the Financial Position
  • II. Consolidated Income Statement for the Period
  • III. Consolidated Comprehensive Income Statement
  • IV. Consolidated Statement of Changes in Equity
  • V. Consolidated Cash Flow Statement
  • VI. Notes to the Consolidated Financial Statements

Teixeira Duarte, S.A.

PUBLIC COMPANY

Head Office: Lagoas Park, Edifício 2 - 2740-265 Porto Salvo Share Capital: € 420.000.000 Single Legal Person and Registration Number at the Commercial Registry of Cascais-Oeiras 509.234.526

KEY INDICATORS

Grupo Teixeira Duarte 1st S
2008
1st S
2009
1st S
2010
1st S
2011
1st S
2012
% Variation
2012/2011
Workers 12,746 13,462 12,901 11,797 10,535 (10.7%)
Sales/Services Rendered 583 603 667 611 588 (3.8%)
Operating Income 632 635 694 628 608 (3.1%)
EBITDA 9 3 6 4 7 2 7 7 8 6 12.1%
EBITDA / Turnover Margin 16% 11% 11% 13% 15% 16.5%
EBIT 7 1 3 7 3 5 4 6 5 8 28.0%
Tangible fixed assets + Investment property 832 951 1,033 1,039 1,041 0.2%
Investments in associates + Assets available for sale + Other investments 1,393 1,177 329 229 139 (39.3%)
Net Debt 1,994 1,939 1,105 1,148 929 (19.1%)
Total Equity 535 353 596 465 321 (31.1%)
Net Income Attributable to Shareholders (256) 1 8 5 2 (58) (4) -

Notes:

The book values are expressed in million euros.

The figures in the "% Variation 2012/2011" column were calculated based on values that were not rounded off.

Total Equity includes non-controlling interests.

I - INTRODUCTION

Under the terms and for the effect of the applicable legal and regulatory provisions, TEIXEIRA DUARTE, S.A ("TD, S.A.") hereby discloses the Interim Report relative to the first semester of 2012, of which the financial statements attached herewith are also an integral part.

In compliance with and under the legislation on the presentation of periodic information, it should be noted that the elements disclosed herein refer only to the consolidated position and that the financial statements and their respective notes were prepared based on the International Accounting Standard IAS 34 - Interim Financial Reporting, with the scope and details established in the Law.

Without prejudice to the regular monitoring of the activity of the Teixeira Duarte Group by its Supervisory Bodies, as well as through the information reported to the Supervisory Bodies for the purpose of the preparation of this document, the elements published herein are not, pursuant to the applicable provisions, subject to auditing.

In addition to the Consolidated Financial Statements and respective notes, this document also presents a brief description of the evolution of the Group's activity during the period under analysis, relative to which we highlight the following aspects:

  • Net Profit Attributable to Shareholders was negative by 3.6 million euros;
  • Turnover of 588.4 million euros;
  • EBITDA of 85.9 million euros;
  • EBITDA / Turnover Margin of 14.6%;
  • Net Debt of 928.8 million euros;
  • Net Assets of the Group of 2,720 million euros;
  • Financial Autonomy of 11.8%;
  • Portfolio of Orders of the Teixeira Duarte Group for the construction sector worth more than 2,435 million euros.

II – OVERALL ASSESSMENT OF THE ACTIVITY

Operating income 608,096 627,517 (3.1%) 315,380 308,156 2.3% Operating costs 522,165 550,869 (5.2%) 268,806 282,225 (4.8%) EBITDA 85,931 76,648 12.1% 46,574 25,931 79.6% Amortisation and depreciation 27,909 29,043 (3.9%) 14,187 14,525 (2.3%) Provisions (329) 2,026 - 1,452 2,710 (46.4%) EBIT 58,351 45,579 28.0% 30,935 8,696 255.7% Financial results (60,370) (109,029) - (42,170) (84,371) - Pre-tax profit (2,019) (63,450) - (11,235) (75,675) - Income tax 2,059 6,283 (67.2%) (3,491) 3,801 - Net income (4,078) (69,733) - (7,744) (79,476) - Attributable to: Shareholders (3,575) (57,822) - (9,811) (65,715) - Non-controlling interests (503) (11,911) - 2,067 (13,761) - 1st S 12 1st S 11 Var (%) 2nd Q 12 2nd Q 11 Var (%)

Income Statement

for the periods ended on 30 June 2012 and 2011

(Values in thousand euros)

The Consolidated Net Profit Attributable to Shareholders was negative by 3,575 thousand euros.

During the first six months this indicator was influenced by the recording of impairment losses in the holdings owned in "Banco Comercial Português, S.A." and "Banco Bilbao Viscaya Argentaria, S.A.", which had an impact on net income of 12,938 thousand euros and 1,718 thousand euros, respectively.

At the end of the first semester of last year, net income had been penalised by the recording of an impairment loss, only in the holding owned in "Banco Comercial Português, S.A.", of the value of 42,798 thousand euros.

Turnover declined by 3.8% relative to the first semester of 2011, having reached 588,404 thousand euros.

(Values in thousand euros)

In overall terms, Portugal fell by 25.2% and the external market increased by 10.3%, thus accounting for 69.2% of the total Turnover of the Teixeira Duarte Group.

Evolution of Turnover by Market

The tables below present the Turnover detailed by countries and activity sectors, clearly indicating the exposure of the Group to different economic contexts.

Country 1st S 12 Contribution
(%)
1st S 11 Contribution
(%)
Var (%) 2nd Q 12 Contribution
(%)
2nd Q 11 Contribution
(%)
Var (%)
Portugal 181,502 30.8% 242,629 39.7% (25.2%) 86,974 28.5% 119,239 39.4% (27.1%)
Angola 294,529 50.1% 227,057 37.1% 29.7% 154,561 50.7% 112,979 37.4% 36.8%
Algeria 23,280 4.0% 25,288 4.1% (7.9%) 13,509 4.4% 18,753 6.2% (28.0%)
Brazil 42,004 7.1% 72,657 11.9% (42.2%) 22,852 7.5% 29,572 9.8% (22.7%)
Spain 11,116 1.9% 13,648 2.2% (18.6%) 5,522 1.8% 7,448 2.5% (25.9%)
Mozambique 14,301 2.4% 15,387 2.5% (7.1%) 10,873 3.6% 3,508 1.2% 209.9%
Venezuela 16,635 2.8% 3,938 0.6% 322.4% 7,356 2.4% 3,385 1.1% 117.3%
Other 5,037 0.9% 10,769 1.8% (53.2%) 3,303 1.1% 7,576 2.5% (56.4%)
588,404 100.0% 611,373 100.0% (3.8%) 304,950 100.0% 302,460 100.0% 0.8%

Turnover by Country

(Values in thousand euros)

Evolution of Turnover by Activity Sector

Activity Sector 1st S 12 1st S 11 Var (%) 2nd Q 12 2nd Q 11 Var (%)
Construction 247,699 319,858 (22.6%) 127,059 157,825 (19.5%)
Cement, Concrete and Aggregates - 7,079 - - 5,357 -
Concessions and Services 29,873 27,952 6.9% 15,165 14,946 1.5%
Real Estate 32,858 46,222 (28.9%) 18,013 20,172 (10.7%)
Hotel Services 40,046 28,790 39.1% 21,115 12,885 63.9%
Distribution 73,752 57,710 27.8% 38,449 30,511 26.0%
Energy 64,429 60,534 6.4% 28,792 31,422 (8.4%)
Automobile 99,747 63,228 57.8% 56,357 29,342 92.1%
588,404 611,373 (3.8%) 304,950 302,460 0.8%

(Values in thousand euros)

The charts below present an analysis of this indicator, with its evolution by activity sector:

Turnover of Construction Construction Turnover decreased by 22.6% compared with the first semester of June 2011, in particular showing a decline in the internal market, by the end of the period, of 40.8%.

On the Angolan market, in spite of the increase of 5.5%, excluding the effect of the appreciation of the USD, this indicator showed an effective decline of 2.7%.

The Algerian, Brazilian and Mozambican markets fell by 7.9%, 49% and 21.1%, respectively.

Particular note should be made of the impact of the new works in Venezuela, where turnover grew by 3,938 thousand euros to stand at 16,635 thousand euros.

Consequently, as at 30 June 2012, the external market represented 64.7% of the Construction turnover.

Turnover of Concessions and Services

Turnover of Real Estate

Turnover of Hotel Services

Turnover of Distribution

In Concessions and Services, the Turnover grew by 6.9% compared with the first six months of 2011, with good performance the External markets.

In Portugal, in spite of the strongly adverse circumstances, the Group managed to maintain the same levels of activity as those recorded in June 2011.

Real Estate decreased, as a whole, by 28.9% compared with the first six months of 2011, essentially due to the decline in the Group's main markets, Portugal and Brazil, which decreased respectively by 19.4% and 28.3% relative to June 2011, in the first case as a result of market circumstances and the second due to the specific cycle of the activity.

The Turnover of Hotel Services increased by 39.1% year-on-year.

This increase was essentially due to the good performance of most of the Group's hotels, especially with the contribution of Hotel Baía, which became started-up operations in July 2011.

Distribution grew by 27.8% compared with June 2011, indicating the success of the Shop promotion actions and expansion to other segments and products.

In the Angolan market this indicator stood at 28.7% where, excluding the currency conversion effect arising from the appreciation of the USD, this increase would have been 18.7%, corresponding to an effective growth of the activity.

In Energy, the Group's Turnover grew by 6.4% year-on-year, essentially due to the increased international prices of oil products.

99,747 Turnover of Automobile

The Automobile sector increased its Turnover by 57.8% in relation to the first semester of the previous year.

Excluding the currency conversion effect, there was an effective growth of the activity level of 45.5%, with this good performance being attributed especially to the expansion of the marketed range and optimisation of the operation.

Consolidated operating income decreased by 3.1% in comparison to June 2011, reaching the value of 608,096 thousand euros.

Evolution of Consolidated Operating Income

(Values in thousand euros)

In spite of the decrease recorded in this indicator, essentially due to the decline of the Construction and Real Estate sectors, particular note should be made of the good performance achieved in the Hotel Services, Distribution and Automobile sectors.

Internal Market External Market Total
Activity Sector 1st S 12 1st S 11 Var (%) 1st S 12 1st S 11 Var (%) 1st S 12 1st S 11 Var (%)
Construction 93,282 152,372 (38.8%) 166,348 173,419 (4.1%) 259,630 325,791 (20.3%)
Cement, Concrete and Aggregates - - - - 7,245 - - 7,245 -
Concessions and Services 10,117 10,430 (3.0%) 20,737 18,350 13.0% 30,854 28,780 7.2%
Real Estate 15,563 21,199 (26.6%) 19,671 29,876 (34.2%) 35,234 51,075 (31.0%)
Hotel Services 6,328 7,274 (13.0%) 33,921 21,612 57.0% 40,249 28,886 39.3%
Distribution 487 655 (25.6%) 75,046 59,178 26.8% 75,533 59,833 26.2%
Energy 65,585 61,533 6.6% 31 - - 65,616 61,533 6.6%
Automobile 11 27 - 100,969 64,347 56.9% 100,980 64,374 56.9%
Total 191,373 253,490 (24.5%) 416,723 374,027 11.4% 608,096 627,517 (3.1%)

Operating Income by activity and geographical markets

(Values in thousand euros)

The contribution of each activity sector to the total value of consolidated operating income was as follows:

In spite of the fall in income referred to above, the optimisation of means and resources enabled an even greater reduction of costs.

Evolution of Consolidated EBITDA

(Values in thousand euros)

Analysing this indicator by sector of activity, the table below shows very divergent performance amongst the different business areas according to the specific characteristics of each activity and the respective markets in which they operate.

EBITDA evolution by Activity

Activity Sector 1st S 12 1st S 11 Var (%) 2nd Q 12 2nd Q 11 Var (%)
Construction 15,483 31,496 (50.8%) 4,358 4,804 (9.3%)
Cement, Concrete and Aggregates - (201) - - 374 -
Concessions and Services 5,558 8,198 (32.2%) 3,458 4,592 (24.7%)
Real Estate 17,707 20,804 (14.9%) 9,853 5,408 82.2%
Hotel Services 19,357 9,425 105.4% 10,605 5,663 87.3%
Distribution 11,938 4,291 178.2% 7,082 1,984 257.0%
Energy 1,874 3,268 (42.7%) 1,141 1,260 (9.4%)
Automobile 18,991 6,928 174.1% 11,284 3,417 230.2%
Not allocated to segments (4,993) (7,637) - (1,198) (1,607) -
Elimination 1 6 7 6 (78.9%) (9) 3 6 (125.0%)
85,931 76,648 12.1% 46,574 25,931 79.6%

(Values in thousand euros)

The consolidated EBITA / Turnover margin increased by 16.5% relative to the first semester of 2011, having grown from 12.5% to 14.6% as at June 2012.

Evolution of the EBITDA / Consolidated Turnover Margin

Although the financial results were negative by 60,370 thousand euros in the semester ended on 30 June 2012, the comparison with the previous year is very positive, since this indicator had been negative by 109,029 thousand euros for the same period. Indeed, although the interest that was paid increased, the variation of this indicator was favourable mainly due to the lower impact of the currency conversion differences and impairments.

1st S 12 1st S 11 Var (%) 2nd Q 12 2nd Q 11 Var (%)
Financial costs and losses: 84,008 104,516 (19.6%) 41,000 37,749 8.6%
Interest paid 40,315 34,405 17.2% 21,517 18,827 14.3%
Unfavourable currency conversion differences 28,160 61,104 (53.9%) 10,779 14,602 (26.2%)
Other financial costs and losses 15,533 9,007 72.5% 8,704 4,320 101.5%
Financial income and gains: 42,104 62,605 (32.7%) 14,531 22,986 (36.8%)
Interest received 9,886 10,918 (9.5%) 5,745 6,978 (17.7%)
Favourable currency conversion differences 29,278 48,804 (40.0%) 7,494 13,958 (46.3%)
Cash discounts 260 405 (35.8%) 125 268 (53.4%)
Other financial income and gains 2,680 2,478 8.2% 1,167 1,782 (34.5%)
Earnings from investment activities: (18,466) (67,118) - (15,701) (69,608) -
Earnings from associates (996) (21,715) - 1,362 (22,589) -
Dividends 1,169 1,072 9.0% 746 536 39.2%
Other investments (1,531) 2,399 - (701) 1,319 -
Gains / loss in assets available for sale (17,108) (48,874) - (17,108) (48,874) -
Financial results (60,370) (109,029) - (42,170) (84,371) -

(Values in thousand euros)

Income Tax for the semester ended on 30 June 2012 reached the value of 2,059 thousand euros, while at the end of the first six months of 2011 it had stood at 6,283 thousand euros.

1st S 12 1st S 11 Var (%) 2nd Q 12 2nd Q 11 Var (%)
Current tax 17,939 11,972 49.8% 7,586 8,751 (13.3%)
Deferred tax (15,880) (5,689) - (11,077) (4,950) -
2,059 6,283 (67.2%) (3,491) 3,801 -

(Values in thousand euros)

Total Net Assets as at 30 June 2012 stood at 2,720,210 thousand euros, reflecting a decrease of 1.2% in relation to 31 December 2011.

Evolution of Consolidated Net Assets

The Net Debt of the Group reached 928,818 thousand euros as at 30 June 2012, reflecting an increase of 0.21% in relation to the end of the previous year.

Evolution of Consolidated Net Debt

(Values in thousand euros)

Total Equity decreased by 3.7% in relation to 31 December 2011, having reached 320,510 thousand euros, influenced essentially by the negative currency conversion effect of 5,131 thousand euros, as a result of the Currencies in which the Group operates relative to the Euro and the negative hedging operation effect of 1,486 thousand euros, arising from the variation of the fair value of an interest rate swap financial instrument contracted under the Cascais Hospital concession.

Financial Autonomy fell from 12.1% as at 31 December 2011 to 11.8% as at 30 June 2012.

The Average Number of Workers at the end of the semester under consideration was 10,535, reflecting a decrease of 5.8% compared with 31 December 2011.

On this issue, it should be noted that the decrease which took place was due to the reduction of 393 workers in the external market and 253 in Portugal.

"Teixeira Duarte, S.A." shares appreciated from 0.21 euros as at 31 December 2011 to 0.22 euros as at 30 June 2012.

The graph below shows the evolution of the stock market prices of the shares during the first six months of the year, which varied over this period between a minimum of 0.18 euros and maximum of 0.29 euros.

Teixeira Duarte, S.A. Share Prices

During this period, 16,287,285 shares were traded on the stock market, with a total turnover of 3,731,563 euros.

III. FACTS WHICH OCCURRED AFTER THE END OF THE 1st SEMESTER 2012

In this context, "TEIXEIRA DUARTE, S.A." discloses that its 100% held company "TEIXEIRA DUARTE – Engenharia e Construções, S.A.", following previous agreement with the Spanish company "FERROVIAL AEROPUERTOS, S.A." under the foreseen process of privatisation of "ANA – Aeroportos de Portugal, S.A.", communicated to the market on 10 November 2008 and whose period of enforcement had in the meantime expired, concluded on 18 July 2012 a new agreement with "FERROVIAL AEROPUERTOS, S.A.", namely with a view to the study of the terms and conditions to be established in the said privatisation process and, if applicable, the submission of a proposal and the constitution of a consortium composed of the above and other entities, to be defined at a later date.

IV. OUTLOOK FOR 2012

The Teixeira Duarte Group will maintain its attitude of particular caution and vigilance in relation to cost contention and undertaking of investments in its different sectors and markets of operation.

In spite of the decline during the semester, the Group holds firm to the outlook that the Construction sector will show growth of activity in various countries of importance in the Group's action on the external market, namely in Venezuela.

The Portfolio of Orders of the Teixeira Duarte Group for the construction sector reached the impressive total value of 2,435,449 thousand euros as at 30 June 2012, maintaining the level recorded as at 31 December 2011.

Therefore, and not counting any new contracts that may arise, the portfolio ensures that the Group has had good business levels in construction in the external market which, in spite of such unfavourable current circumstances in the internal market, has implied that, as a whole, Teixeira Duarte already has contracts for 2012 covering the execution of construction work of the value of 526,101 thousand euros, distributed as follows by the markets of operation:

In view of the above, Teixeira Duarte considers that there is no reason to alter the forecast of its achievement of consolidated operating income of 1,400 million euros in 2012.

V. NOTES TO THE MANAGEMENT REPORT

I. Number of securities of the Members of the Governing Bodies:

In compliance with the duties of information to which the Company is bound under various rules in force, in particular article 9, number 1, subparagraph a) and article 14, number 7 of CMVM Regulation number 5/2008, Teixeira Duarte, S.A. presents, below, the list of shares issued by the Company and by companies with which it is in a controlling or group relationship, owned by members of the governing bodies, as well as all the acquisitions, encumbrances or transfers during the first semester of 2012, specifying the amount, date of the fact and consideration paid or received.

I - Number of shares owned by Members of the Governing Bodies as at 31 December 2011:

Name Capacity Nr. of Shares
Pedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 6.912.550
Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5.149.575
Joel Vaz Viana de Lemos Director 433.862
Carlos Gomes Baptista Director 25.634
Diogo Bebiano Branco de Sá Viana Rebelo Director 31.160
António Gonçalves Monteiro Chairman of the Supervisory Board -
Mateus Moreira Member of the Supervisory Board -
Miguel Carmo Pereira Coutinho Member of the Supervisory Board (b) 10.000
Rogério Paulo Castanho Alves Chairman of the Board of the General Meeting -
José Gonçalo Pereira de Sousa Guerra Costenla Deputy Chairman of the Board of the General Meeting -
José Pedro Poiares Cobra Ferreira Secretary of the Board of the General Meeting -
Mariquito, Correia & Associados, SROC Chartered Accountant -

(a) 6,870,550 shares owned by the company, controlled by the Group, PACIM – Sociedade Gestora de Participações Sociais, S.A. (b) shares owned under a regime of joint ownership with his wife.

II - It is disclosed, for the due effect, that there were no transactions with shares held, directly and indirectly, by Members of the Governing Bodies during the period between 1 January and 30 June 2012.

III - Number of shares held by Members of the Governing Bodies as at 30 June 2012:

Name Capacity Nr. of Shares
Pedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 6.912.550
Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5.149.575
Joel Vaz Viana de Lemos Director 433.862
Carlos Gomes Baptista Director 25.634
Diogo Bebiano Branco de Sá Viana Rebelo Director 31.160
António Gonçalves Monteiro Chairman of the Supervisory Board -
Mateus Moreira Member of the Supervisory Board -
Miguel Carmo Pereira Coutinho Member of the Supervisory Board (b) 10.000
Rogério Paulo Castanho Alves Chairman of the Board of the General Meeting -
José Gonçalo Pereira de Sousa Guerra Costenla Deputy Chairman of the Board of the General Meeting -
José Pedro Poiares Cobra Ferreira Secretary of the Board of the General Meeting -
Mariquito, Correia & Associados, SROC Chartered Accountant -

(a) 6,870,550 shares owned by the company, controlled by the Group, PACIM – Sociedade Gestora de Participações Sociais, S.A.

(b)shares owned under a regime of joint ownership with his wife.

TEIXEIRA DUARTE, S.A. presents, below and under the terms of number 4 of article 448 of the Commercial Companies Code, the list of shareholders who, as at 30 June 2012 and according to the records of the Company and information received, own at least one tenth of the share capital.

Company No. of Shares as at 30.06.12 % Share Capital
TEIXEIRA DUARTE – Sociedade Gestora de Participações Sociais, S.A. 197.950.000 47,13%

LIST OF OWNERS OF QUALIFYING HOLDINGS AS AT 31 JUNE 2012

In compliance with the applicable legal and regulatory provisions, namely those established in sub-paragraph c) of number 1 of article 9 of CMVM Regulation number 5/2008, and based on the Company's records and the information which has been received, TEIXEIRA DUARTE, S.A. discloses the list of owners of qualifying holdings in its share capital as at 30 June 2012, indicating the number of shares owned and corresponding percentage voting rights, calculated under the terms of article 20 of the Securities Market Code.

    1. TEIXEIRA DUARTE Sociedade Gestora de Participações Sociais, S.A. is imputed, under the terms of the provisions in article 20 of the Securities Market Code and in conformity with the interpretation of the CMVM - with which it disagrees in relation to the matter presented in subparagraph e) below -, a qualifying holding in the share capital and voting rights of the company TEIXEIRA DUARTE, S.A. of 227,812,034 (two hundred and twenty-seven million eight hundred and twelve thousand and thirty-four) shares, corresponding to 54.24% of the share capital and respective voting rights, as a result of:
  • a) 197,950,000 shares owned directly by it, corresponding to 47.13% of the share capital and voting rights;
  • b) 5,800,000 shares owned by the company in which it has a stake NGDI Gestão e Investimento Imobiliário, S.A., corresponding to 1.38% of the share capital and voting rights;
  • c) 15,332,400 shares owned by members of the Board of Directors of TEIXEIRA DUARTE Sociedade Gestora de Participações Sociais, S.A., corresponding to 3.65% of the share capital and voting rights (none of whom, individually, reach any qualifying holding);
  • d) 8,729,634 shares owned by members of the Board of Directors of NGDI Gestão e Investimento Imobiliário, S.A. who are not members of the Board of Directors of the company indicated in subparagraph c) above, corresponding to 2.08% of the share capital and voting rights (none of whom, individually, reach any qualifying holding), with this imputation having been made in conformity with the interpretation of the CMVM, where there is disagreement.
    1. Banco Comercial Português, S.A. is imputed, under the terms of the provisions in article 20 of the Securities Market Code and in conformity with the interpretation of the CMVM, the qualifying holding of 42,000,216 shares, corresponding to 10.0001% of the share capital and voting rights as a result of:
  • a) 500 shares held by Banco Comercial Português, S.A., corresponding to 0.0001% of the share capital and voting rights;
  • b) 41,999,716 shares owned by the Pensions Fund of the Banco Comercial Português Group corresponding to 9.9999% of the share capital and voting rights*.
    1. Miguel Calainho de Azevedo Teixeira Duarte is imputed, under the terms of article 20 of the Securities Market Code, the qualifying holding of 37,454,773 shares, corresponding to 8.92% of the share capital and voting rights, as a result of:
  • a) 69,897 shares held directly by him, corresponding to 0.02% of the share capital and voting rights;
  • b) 37,384,876 shared owned by the company controlled indirectly by him CIMILE Sociedade Gestora de Participações Sociais, S.A., corresponding to 8.90% of the share capital and voting rights;

    1. Miguel Calainho de Azevedo Teixeira Duarte is imputed, under the terms of article 20 of the Securities Market Code, the qualifying holding of 10,300,000 shares, owned directly by him, corresponding to 2.45% of the share capital and voting rights.
  • * Through communication received from "Banco Comercial Português, S.A." on 8 February 2007, it was indicated that the holding company of the Pensions Fund of the BCP Group exercises its voting rights in an independent manner.

_______________________________________________________________________________________________________

STATEMENT OF CONFORMITY

(under the terms of subparagraph c) of number 1 of article 246 of the Securities Market Code)

To the best of the signatories' knowledge, the information disclosed in the present report and respective financial statements was prepared in conformity with the applicable accounting standards, presenting a true and appropriate image of the assets and liabilities, financial situation and net income of TEIXEIRA DUARTE, S.A. and the companies included in the consolidation perimeter (TEIXEIRA DUARTE GROUP); and the interim management report faithfully discloses the information required under the terms of number 2 of the same article.

Lagoas Park, 31 August 2012

The Board of Directors,

Pedro Maria Calainho Teixeira Duarte

Manuel Maria Calainho de Azevedo Teixeira Duarte

Joel Vaz Viana de Lemos

Carlos Gomes Baptista

Diogo Bebiano Branco de Sá Viana Rebelo

CONSOLIDATED STATEMENT OF THE FINANCIAL POSITION AS AT 30 JUNE 2012 AND 31 DECEMBER 2011 (Values in thousand euros)

Notes 30-06-2012 31-12-2011
Non-current assets:
Goodwill 35,568 34,107
Intangible assets 23,414 12,662
Tangible fixed assets 13 515,372 515,189
Investment properties 14 525,717 522,016
Investments in associates 15 59,455 58,264
Financial assets available for sale 17 52,944 70,052
Other investments 17,317 14,801
Deferred tax assets 18 120,611 107,000
Customers 51,857 86,275
Other receivables 84 83
Other non-current assets 1,786 1,878
Total non-current assets 1,404,125 1,422,327
Current assets:
Inventories 310,123 308,582
Customers 411,426 455,550
Other receivables 77,688 64,489
Cash and cash equivalents 20 262,971 291,693
Other investments 9,312 9,670
Other current assets 239,065 195,383
1,310,585 1,325,367
Non-current assets held for sale 5,500 5,500
Total non-current assets 1,316,085 1,330,867
TOTAL ASSETS 7 2,720,210 2,753,194
Equity:
Share capital 21 420,000 420,000
Adjustments of holdings in associates 2,390 (1,205)
Currency conversion adjustments 25,633 31,018
Reserves and retained earnings (196,858) 6,696
Consolidated net income (3,575) (200,437)
Equity attributable to shareholders 247,590 256,072
Non-controlling interests 72,920 76,579
TOTAL EQUITY 320,510 332,651
Non-current liabilities:
Loans 23 500,313 602,958
Provisions 28,670 29,172
Financial leases 206,181 216,342
Deferred tax liabilities 18 65,836 65,906
Other payables 18,927 20,867
Other non-current liabilities 253,237 251,217
Total non-current liabilities 1,073,164 1,186,462
Current liabilities:
Loans 23 691,476 615,608
Provisions 889 7,059
Suppliers 185,984 188,272
Financial leases 20,111 19,465
Other payables 41,180 42,399
Other current liabilities 386,896 361,278
Total current liabilities 1,326,536 1,234,081
TOTAL LIABILITIES 7 2,399,700 2,420,543
TOTAL LIABILITIES AND EQUITY 2,720,210 2,753,194

The notes are an integral part of the consolidated statement of the financial position as at 30 June 2012.

CONSOLIDATED INCOME STATEMENT FOR THE PERIODS ENDED ON 30 JUNE 2012 AND 2011 (Values in thousand euros)

Notes 1st S 12 1st S 11 2nd Q 12 2nd Q 11
Operating income:
Sales and services rendered 7 and 8 588,404 611,373 304,950 302,460
Other operating income 8 19,692 16,144 10,430 5,696
Total operating income 8 608,096 627,517 315,380 308,156
Operating costs:
Cost of sales (223,376) (211,574) (118,803) (108,981)
Variation in production (94) 5,090 (38) 2,929
External supplies and services (160,265) (201,287) (75,385) (103,549)
Staff costs (111,006) (118,249) (58,747) (58,503)
Amortisation and depreciation 7 (27,909) (29,043) (14,187) (14,525)
Provisions and impairment losses in assets subject to depreciation and amortisation and Goodwill 7 329 (2,026) (1,452) (2,710)
Other operating costs (27,424) (24,849) (15,833) (14,121)
Total operating costs (549,745) (581,938) (284,445) (299,460)
Net operating income 7 58,351 45,579 30,935 8,696
Financial costs and losses 7 and 9 (84,008) (104,516) (41,000) (37,749)
Financial income and gains 7 and 9 42,104 62,605 14,531 22,986
Earnings from investment activities:
Earnings from associates 7 and 9 (996) (21,715) 1,362 (22,589)
Other 7 and 9 (17,470) (45,403) (17,063) (47,019)
Financial results (60,370) (109,029) (42,170) (84,371)
Pre-tax profit 7 (2,019) (63,450) (11,235) (75,675)
Income tax 10 (2,059) (6,283) 3,491 (3,801)
Consolidated net income for the period (4,078) (69,733) (7,744) (79,476)
Net income attributable to:
Shareholders 11 (3,575) (57,822) (9,811) (65,715)
Non-controlling interests (503) (11,911) 2,067 (13,761)
Earnings per share:
Basic 11 (0.01) (0.14) (0.02) (0.16)
Diluted 11 (0.01) (0.14) (0.02) (0.16)

The notes are an integral part of the consolidated income statement of the period ended on 30 June 2012.

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT FOR THE PERIODS ENDED ON 30 JUNE 2012 AND 2011 (Values in thousand euros)

1st S 12 1st S 11 2nd Q 12 2nd Q 11
Consolidated net income for the period (4,078) (69,733) (7,744) (79,476)
Variation in currency conversion adjustments (5,131) (19,999) 12,522 1,354
Variation in fair value and disposal of financial assets
available for sale 17 - 1,075 294 989
Effect of hedging operations (1,486) (2,118) (1,378) (3,532)
Effect of the application of the equity method 15 3,595 (4,468) 1,707 (237)
Other (5,041) 4,794 (4,186) 2,975
(8,063) (20,716) 8,959 1,549
Comprehensive income for the period (12,141) (90,449) 1,215 (77,927)
Comprehensive income attributable to:
Shareholders (8,482) (74,388) 1,271 (63,183)
Non-controlling interests (3,659) (16,061) (56) (14,744)

The notes are an integral part of the consolidated comprehensive income statement of the period ended on 30 June 2012.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SEMESTERS ENDED ON 30 JUNE 2012 AND 2011 (Values in thousand euros)

Reserves and retained earnings
Notes Share Capital Adjustments of
holdings
in associates
Currency
conversion
adjustments
Legal Free reserve reserves reserve Hedging
Fair value operations
reserve
earnings Total equity
Retained Consolidated attributable
net income to shareholders
Non-controlling
interests
Total
Balance as at 1 January 2011 2 1 420,000 2,830 40,893 500 2,391 (13,980) (1,868) (23,636) 46,392 473,522 88,484 562,006
Comprehensive income for the period:
Consolidated net income for the period - - - - - - - - (57,822) (57,822) (11,911) (69,733)
Variation in currency conversion adjustments - - (18,098) - - - - - - (18,098) (1,901) (19,999)
Variation in fair value and disposal of financial assets
available for sale 1 7 - - - - - 1,075 - - - 1,075 - 1,075
Effect of hedging operations - - - - - - (2,118) - - (2,118) - (2,118)
Effect of the application of the equity method 1 5 - (4,468) - - - - - - - (4,468) - (4,468)
Other - - - - - - - 7,043 - 7,043 (2,249) 4,794
Operations with shareholders in the period:
Application of the consolidated net income for 2010:
Transfer to retained earnings - - - 5,000 35,092 - - - (40,092) - - -
Dividends distributed - - - - - - - - (6,300) (6,300) - (6,300)
Balance as at 30 June 2011 420,000 (1,638) 22,795 5,500 37,483 (12,905) (3,986) (16,593) (57,822) 392,834 72,423 465,257
Reserves and retained earnings
Notes Share Capital Adjustments of
holdings
in associates
Currency
conversion
adjustments
Legal Free
reserve reserves reserve
Hedging
Fair value operations
reserve
earnings Total equity
Retained Consolidated attributable
net income to shareholders
Non-controlling
interests
Total
Balance as at 1 January 2012 2 1 420,000 (1,205) 31,018 5,500 37,483 (13,980) (8,558) (13,749) (200,437) 256,072 76,579 332,651
Comprehensive income for the period:
Consolidated net income for the period - - - - - - - - (3,575) (3,575) (503) (4,078)
Variation in currency conversion adjustments - - (5,385) - - - - - - (5,385) 254 (5,131)
Variation in fair value and disposal of financial assets
available for sale 1 7 - - - - - - - - - - - -
Effect of hedging operations - - - - - - (1,486) - - (1,486) - (1,486)
Effect of the application of the equity method 1 5 - 3,595 - - - - - - - 3,595 - 3,595
Other - - - - - - - (1,631) - (1,631) (3,410) (5,041)
Operations with shareholders in the period:
Application of the consolidated net income for 2011:
Transfer to retained earnings - - - - - - - (200,437) 200,437 - - -
Balance as at 30 June 2012 420,000 2,390 25,633 5,500 37,483 (13,980) (10,044) (215,817) (3,575) 247,590 72,920 320,510

The notes are an integral part of the consolidated statement of changes in equity for the period ended on 30 June 2012.

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIODS ENDED ON 30 JUNE 2012 AND 2011 (Values in thousand euros)

Notes 1st S 12 1st S 11 2nd Q 12 2nd Q 11
OPERATING ACTIVITIES:
Receipts from customers 716,463 609,442 363,121 327,529
Payments to suppliers (420,626) (438,415) (199,055) (222,159)
Staff payments (110,755) (115,400) (58,682) (60,827)
Cash flow generated by operations 185,082 55,627 105,384 44,543
Payment/receipt of income tax (26,216) (22,569) (17,444) (18,692)
Other receipts/payments relative to operating activity (79,178) (31,532) (50,588) (8,653)
Cash flow from operating activities (1) 79,688 1,526 37,352 17,198
INVESTMENT ACTIVITIES:
Receipts derived from:
Financial investments 20 4,900 10,925 459 4,495
Tangible fixed assets and Investment properties 3,448 3,404 2,097 1,463
Interest and similar income 9,012 11,634 5,342 7,188
Dividends 20 1,392 1,278 750 736
18,752 27,241 8,648 13,882
Payments relative to:
Financial investments 20 (12,053) (16,100) (3,532) (9,100)
Tangible fixed assets and Investment properties (49,751) (50,937) (28,212) (29,266)
Intangible assets (3,798) (344) (3,786) (157)
(65,602) (67,381) (35,530) (38,523)
Cash flow from investment activities (2) (46,850) (40,140) (26,882) (24,641)
FINANCING ACTIVITIES:
Receipts derived from:
Loans raised 970,164 1,519,944 519,970 645,457
Payments relative to:
Loans raised (996,941) (1,425,993) (538,577) (641,944)
Interest and similar costs (40,061) (32,245) (24,527) (17,519)
Dividends - (6,300) - (6,300)
(1,037,002) (1,464,538) (563,104) (665,763)
Cash flow from financing activities (3) (66,838) 55,406 (43,134) (20,306)
Variation in cash and cash equivalents (4)=(1)+(2)+(3) (34,000) 16,792 (32,664) (27,749)
Effect of currency conversion differences 5,278 (3,974) 11,817 (395)
Cash and cash equivalents - perimeter change - (69) - (69)
Cash and cash equivalents at the beginning of the period 20 291,693 137,837 283,818 178,799
Cash and cash equivalents at the end of the period 20 262,971 150,586 262,971 150,586

The notes are an integral part of the cash flow statement of the period ended on 30 June 2012.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2012

1 - INTRODUCTION

Teixeira Duarte, S.A. ("Company" or "TD, S.A.") with head office in Porto Salvo, was incorporated on 30 November 2009, with share capital of 420,000,000 shares at 1 euro each, and its core business is the implementation and management of investments, the coordination and supervision of other companies integrated in or related to its business Group.

The business group of Teixeira Duarte ("Group") is composed of the companies in which it holds stakes, indicated in Notes 4, 15 and 16. The main activities of the Group are the following: Construction; Concessions and Services; Real Estate; Hotel Services; Distribution; Energy and Automobile (Note 7).

The values indicated are expressed in thousand euros.

2 - BASIS OF PRESENTATION

The consolidated financial statements as at 30 June 2012 were prepared using the accounting policies consistent with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, effective for periods beginning on 1 January 2012 and in conformity with IAS 34 - Interim Financial Reporting.

3 - ALTERATIONS OF POLICIES, ESTIMATES AND ERRORS

During the semester ended on 31 June 2012, there were no alterations to the accounting policies considered in the preparation of the financial information relative to the financial year ended on 31 December 2011 of impact on the Consolidated Financial Position or Consolidated Result of the operations, and no material errors were recorded or alterations made to the accounting estimates relative to previous years..

4 - COMPANIES INCLUDED IN THE CONSOLIDATION PERIMETER

As at 30 June 2012, TEIXEIRA DUARTE, S.A. and the following controlled companies were included in the consolidation, by the full method:

Corporate name Head office Effective percentage
holding
INTERNAL MARKET
CONSTRUCTION
CONSTRUSALAMONDE, ACE Edifício 2, Lagoas Park
Porto Salvo
92.50%
EPOS - Empresa Portuguesa de Obras
Subterrâneas, S.A.
Edifício 1, Lagoas Park
Porto Salvo
100.00%
OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. Edifício 1, Lagoas Park
Porto Salvo
60.00%
SOMAFEL - Engenharia e Obras Ferroviárias, S.A. Edifício 1, Lagoas Park
Porto Salvo
60.00%
TEIXEIRA DUARTE – Engenharia e Construções, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
CONCESSIONS AND SERVICES
INVICTAAMBIENTE - Recolha de Resíduos e Limpeza
Pública, S.A.
Praça do Bom Sucesso, nº 61 - Escritórios 501 e 502
Porto
100.00%
MARINERTES, S.A. Edifício 1, Lagoas Park
Porto Salvo
51.00%
RECOLTE - Recolha, Tratamento e Eliminação
de Resíduos, S.A.
Edifício 1, Lagoas Park
Porto Salvo
100.00%
SATU-Oeiras - Sistema Automático de Transporte (a)
Urbano, S.A.
Edifício Paço de Arcos, E.N. 249/3
Paço de Arcos
49.00%
TDGI - Tecnologia de Gestão de Imóveis, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
TDHOSP - Gestão de Edifício Hospitalar, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
REAL ESTATE
BONAPARTE - Imóveis Comerciais e Participações, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
Fundo de Investimento Imobiliário Fechado TDF Edifício 2, Lagoas Park
Porto Salvo
100.00%
IMOPEDROUÇOS - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
IMOTD - SGPS, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
QUINTA DE CRAVEL - Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TDE - Empreendimentos Imobiliários, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TD VIA - Sociedade Imobiliária, S.A. Edifício 2, Lagoas Park
Porto Salvo
93.75%
TDF - Sociedade Gestora de Fundos de Investimento
Imobiliário, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
Teixeira Duarte - Gestão de Participações e
Investimentos Imobiliários, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
TRANSBRITAL - Transportes e Britas Pio Monteiro Pedreira das Perdigueiras - Laveiras 100.00%
& Filhos, S.A.
V8 - Gestão Imobiliária, S.A.
Paço de Arcos
Edifício 2, Lagoas Park
Porto Salvo
100.00%
Corporate name Head office Effective percentage
holding
HOTEL SERVICES
ESTA - Gestão de Hotéis, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
EVA - Sociedade Hoteleira, S.A. Av. República, nº 1
Faro
100.00%
LAGOASFUT - Equipamento Recreativo e
Desportivo, S.A.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
LAGOAS HOTEL, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
ROCHORIENTAL - Sociedade Hoteleira, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
SINERAMA - Organizações Turísticas e Hoteleiras, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TDH - SGPS, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
TDHC - Instalações para Desporto e Saúde, S.A. Edifício 2, Lagoas Park
Porto Salvo
100.00%
DISTRIBUTION
BONAPAPEL - Artigos de Papelaria e Equipamentos
Informáticos - Unipessoal, Lda.
Edifício 2, Lagoas Park
Porto Salvo
100.00%
TEIXEIRA DUARTE - DISTRIBUIÇÃO S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
ENERGY
ACG - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
44.64%
AP GÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
44.64%
DIGAL - Distribuição e Comércio, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
44.64%
DNGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
49.60%
GOMES & OLIVEIRA, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
44.64%
MERCAPETRO - Produtos Petrolíferos, S.A. (b) Rua Óscar da Silva, 2243
Leça da Palmeira
28.14%
MULTIGÁS - Sociedade Comercial e
Distribuidora de Gás, S.A. (b)
Rua das Lagoas - Campo Raso
Sintra
44,64%
PETRIN - Petróleos e Investimentos, S.A. (b) Edifício 1, Lagoas Park
Porto Salvo
47.50%
PPS - Produtos Petrolíferos, S.A. (b) Edifício 1, Lagoas Park
Porto Salvo
49.60%
PTG - SGPS, S.A. Edifício 1, Lagoas Park
Porto Salvo
99.20%
TANQUIGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
44.64%
TDARCOL - SGPS, S.A. (c) Edifício 1, Lagoas Park
Porto Salvo
49.60%
AUTOMOBILE
TDO - Investimento e Gestão, S.A. Rua das Pretas, 4 - Fracção 4 D
Funchal
100.00%
VTD - Veículos Automóveis, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
Corporate name Head office Effective percentage
holding
OTHER
C + P.A. - Cimento e Produtos Associados, S.A. Edifício 1, Lagoas Park 52.00%
TDEMPA - Gestão de Participações e Porto Salvo
Rua das Pretas, 4 - Fracção 4 D
100.00%
Investimentos, S.A.
TDO - SGPS, S.A.
Funchal
Rua das Pretas, 4 - Fracção 4 D
100.00%
TEDAL - SGPS, S.A. Funchal
Edifício 2, Lagoas Park
Porto Salvo
100.00%
EXTERNAL MARKET
SOUTH AFRICA
DISTRIBUTION
Global Net Distributors (Pty) Ltd. Po Box 15318
Farrarmere – Benon – Gauteng 1518
South Africa
100.00%
ANGOLA
CONSTRUCTION
ANGOCIME - Cimentos de Angola, Lda. Rua Comandante Che Guevara, 67 - 1º D
Luanda
100.00%
BEL-ere – Engenharia e Reabilitação de Estruturas
Angola, Lda.
Alameda Manuel Van-Dúnem, 318
Luanda
100.00%
BETANGOLA - Betões e Pré-Fabricados de Angola, Lda. Rua Comandante Che Guevara, 67 - 1º D
Luanda
100.00%
CONCESSIONS AND SERVICES
EDUCARE - Actividades Educativas e Culturais, Lda. Rua Amílcar Cabral, 27 - R/C C 100.00%
TDGI - Tecnologia de Gestão de Imóveis, Lda. Luanda
Rua Comandante Che Guevara, 67 - 1º D
Luanda
100.00%
REAL ESTATE
AFRIMO - Empreendimentos Imobiliários, Lda. Rua Amílcar Cabral, 51 - 1º C 51.00%
ANGOPREDIAL - Empreendimentos Imobiliários, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
Luanda
100.00%
CASANGOL - Gestão Imobiliária, Lda. Rua Amílcar Cabral, 27 - R/C D
Luanda
100.00%
IMOAFRO - Empreendimentos Imobiliários, Lda. Rua Amílcar Cabral, 27 - R/C D
Luanda
100.00%
TEIXEIRA DUARTE - Engenharia e Construções
(Angola), Lda.
Rua Amílcar Cabral, 27 - R/C D
Luanda
100.00%
URBÁFRICA - Sociedade Imobiliária, Lda. Rua Amílcar Cabral, 35 - 5º C
Luanda
90.00%
HOTEL SERVICES
ALVALADE - Empreendimentos Turísticos e
Hoteleiros, Lda.
Rua Comandante Gika – Bairro Maiango
Luanda
100.00%
Corporate name Head office Effective percentage
holding
ANGOIMO - Empreendimentos e Construções, Lda. Rua Amílcar Cabral, 35 – 5º C 100.00%
SERAFIM L. ANDRADE, S.A.R.L. Luanda
Rua da Missão, 103
80.00%
URBANGO - Gestão Imobiliária, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
Luanda
100.00%
DISTRIBUTION
MAXI - Comércio Geral, Importação e Exportação, Lda. Rua Amílcar Cabral, 51 - 1º C 100.00%
MAXI RETAIL - Comércio Geral, Lda. Luanda
Avenida Pedro de Castro Van - Dúnem
Luanda
100.00%
AUTOMOBILE
AUTO COMPETIÇÃO Angola, Lda. Rua Eugénio de Castro, Instalações do 100.00%
COMÉRCIO DE AUTOMÓVEIS, Lda. Cine Atlântico - Luanda
Rua Frederich Engels, 9
100.00%
TDA - Comércio e Indústria, Lda. Luanda
Rua Amilcar Cabral, nº 27 R/C, Letra C
100.00%
VAUCO - Automóveis e Equipamentos, Lda. Luanda
Rua Ho Chi Min (Largo 1º de Maio)
51.00%
AUTO 8, Lda. Luanda
Via A-1, Lote CCB-5 - Pólo Automóvel
Luanda
100.00%
ALGERIA
CONSTRUCTION
TEIXEIRA DUARTE ALGERIE, SPA Parc Miremont, Rue A, nº 136 Bouzareah
Algiers
99.94%
BRAZIL
CONSTRUCTION
EMPA - Serviços de Engenharia, S.A. Rua Major Lopes, 800 100.00%
SOMAFEL - Obras Ferroviárias e Marítimas, Ltda. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 – sala 306
Bairro São Pedro – Belo Horizonte
60.00%
CONCESSIONS AND SERVICES
EMPA Logística, Ltda. Rua Major Lopes, 800 - sala 410 99.67%
GONGOJI Montante Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 310
99.99%
PAREDÃO de Minas Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 306
99.99%
TABOQUINHA Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 308
Bairro São Pedro - Belo Horizonte
99.99%
REAL ESTATE
TDPG - Empreendimentos Imobiliários
e Hoteleiros, Ltda.
Avenida Domingos Ferreira nº 4060, sala 301
Boa Viagem - Cidade de Recife
100.00%
Corporate name Head office Effective percentage
holding
TDSP - Participações, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP - Elisa de Moraes Empreendimentos
Imobiliários, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
90.00%
TDSP - Bela Vista Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - Galeno de Castro, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - Maratona, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP - Direitos Humanos, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP – Alta Vista I, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP – Verum Mooca, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP – Gilberto Sabino, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
95.00%
TDSP – Alta Vista II, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP – Gualaxos, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP – Alta Vista III, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.65%
TDSP – Zanzibar, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.50%
TDSP – Don Klabin, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
92.50%
TDSP - 11, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
100.00%
TDSP - 12, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.99%
TDSP – Volta Redonda, Empreendimentos
Imobiliários, SPE, Ltda.
Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.99%
TDSP - 14, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.99%
TDSP - 15, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.99%
TDSP - 16, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401
Itaim Bibi - São Paulo
99.99%
TDSP - 17, Empreendimentos Imobiliários, SPE, Ltda. Rua Iguatemi, nº 448, 14º andar, Conjunto 1401 99.99%

SPAIN

CONCESSIONS AND SERVICES

G.S.C. - Compañia General de Servicios
y Construcción, S.A. Sociedad Unipersonal Av. Alberto Alcocer, 24 - 7º
Madrid
100.00%
GIBRALTAR
CONSTRUCTION

Teixeira Duarte International, LTD. 23, Portland House - Glacis Road 100.00%

Gibraltar

Corporate name Head office Effective percentage
holding
MACAU
CONSTRUCTION
Teixeira Duarte - Engenharia e Construções
(Macau), Lda.
Rua de Xangai, 175
Edifício Assoc. Comercial de Macau, 10 A
Macau
100.00%
MOZAMBIQUE
CONSTRUCTION
Teixeira Duarte - Engenharia e Construções
(Moçambique), Lda.
Av. 24 de Julho, 141
Maputo
72,66%
CONCESSIONS AND SERVICES
TDGI - Tecnologia de Gestão de Imóveis, Lda. Av. 24 de Julho, 141
Maputo
67.41%
REAL ESTATE
IMOPAR - Centro Comercial de Maputo, S.A.R.L. Av. 24 de Julho, 135
Maputo
100.00%
HOTEL SERVICES
AVENIDA - Empreendimentos Turísticos e
Hoteleiros, Lda.
Sociedade Hotel Tivoli, Lda.
TIVOLI BEIRA - Hotelaria e Serviços, Lda.
Av. 24 de Julho, 135
Maputo
Av. 25 de Setembro, 1321
Maputo
Av. 24 de Julho, 141
100.00%
65.00%
98.63%
Maputo
NAMIBIA
CONCESSIONS AND SERVICES
KARIBIB Portland Cement (PTY) (d) P O Box 9574 Windhoek
Namibia
49.40%
KPC Trading and Services (d) P O Box 2143 Windhoek
Namibia
29.64%
SQUIRREL Investments 115 PTY, Ltd. (d) P O Box 2143 Windhoek
Namibia
49,40%
RUSSIA
CONCESSIONS AND SERVICES
MMK Cement, Limited Liability Company (d) Murmansk
Russia
36.40%
VENEZUELA
CONSTRUCTION
Consorcio Boyacá – La Guaira Av. San Juan Bosco Ota Coromoto no
Aplica Urb. Altamira – Caracas
Venezuela
57.20%
Corporate name Head office Effective percentage
holding
TEGAVEN - Teixeira Duarte y Asociados, C.A. (a) Av. Este, 6 - Edif. Centro Parque
Carabobo, Piso 6, Of. 601 - Caracas
Venezuela
31.71%

(a) The Group controls these subsidiaries through the subsidiary Teixeira Duarte - Engenharia e Construções, S.A.

(b) The Group controls these subsidiaries through the subsidiary TDARCOL - SGPS, S.A.

(c) The Group controls these subsidiaries through the subsidiary PTG - SGPS, S.A.

(d) The Group controls these subsidiaries through the subsidiary C + P.A. - Cimento e Produtos Associados, S.A.

5 - CHANGES IN THE CONSOLIDATION PERIMETER

During the semester ended on 30 June 2012, no companies entered or left the consolidation perimeter, relative to the consolidation perimeter as at 31 December 2011.

6 - EXCHANGE RATES

The following exchange rates were used to convert the assets and liabilities expressed in foreign currency into Euros as at 30 June 2012 and 31 December 2011, as well as the results of the operations developed in countries where the functional currency is different from the Euro, for the semesters ended on 30 June 2012 and 2011:

Closing rate Average rate
Currency 30-06-2012 31-12-2011 Var 30-06-2012 30-06-2011 Var
US Dollar 1.2590 1.2939 (0.0349) 1.3017 1.4111 (0.1094)
Macaense Pataca 10.0588 10.3525 (0.2937) 10.4052 11.3036 (0.8984)
Mozambican Metical 34.8200 34.9600 (0.1400) 35.6957 43.1186 (7.4229)
Venezuelan Bolivar 5.4070 5.5568 (0.1498) 5.5905 6.0612 (0.4707)
Angolan Kwanza 118.6810 133.9285 (15.2475) 125.2234 130.8044 (5.5810)
Algerian Dinar 99.1085 98.3583 0.7502 98.2997 101.9993 (3.6996)
Moroccan Dirham 10.9926 11.0952 (0.1026) 11.1137 11.2971 (0.1834)
Brazilian Real 2.5788 2.4159 0.1629 2.4270 2.2850 0.1420
Ukrainian Hryvnia 10.1708 10.3641 (0.1933) 10.4647 11.2436 (0.7789)
Namibian Dollar 10.3669 10.4830 (0.1161) 10.3066 9.6466 0.6600
Cape Verdean Escudo 110.2650 110.2650 - 110.2650 110.2650 -
Russian Rouble 41.3700 41.7650 (0.3950) 40.1999 40.4349 (0.2350)
Tunisian Dinar 1.9912 1.9398 0.0514 1.9925 1.9615 0.0310
South Africa Rand 10.3669 10.4830 (0.1161) 10.3066 n/a -

7 – SEGMENTAL INFORMATION

The Group is organised according to the following operating segments, corresponding to the business segments:

  • Construction;
  • Concessions and services;
  • Real estate;
  • Hotel services;
  • Distribution;
  • Energy;
  • Automobile.

The sales and services rendered and the results of each of the operating segments referred to above for the semesters ended on 30 June 2012 and 2011, were as follows:

Segment Sales and services rendered
1st S 12 1st S 11 Net operating income
External
customers
Inter-segmental Total External
customers
Inter
segmental
Total 1st S 12 1st S 11
Construction 247,699 29,039 276,738 319,858 52,779 372,637 (245) 13,019
Cement, concrete and aggregates - - - 7,079 - 7,079 - (1,402)
Concessions and services 29,873 7,410 37,283 27,952 7,873 35,825 3,619 6,374
Real estate 32,858 5,765 38,623 46,222 6,483 52,705 16,225 19,834
Hotel services 40,046 3,329 43,375 28,790 4,212 33,002 14,264 5,900
Distribution 73,752 3,903 77,655 57,710 3,570 61,280 10,066 2,898
Energy 64,429 1,298 65,727 60,534 1,709 62,243 941 2,269
Automobile 99,747 3,719 103,466 63,228 2,788 66,016 18,459 6,303
Not allocated to segments - - - - - - (4,994) (9,692)
Elimination - (54,463) (54,463) - (79,414) (79,414) 1 6 7 6
588,404 - 588,404 611,373 - 611,373 58,351 45,579
Financial costs and losses (Note 9) (84,008) (104,516)
Financial income and gains (Note 9) 42,104 62,605
Earnings from investment activities (Note 9) (18,466) (67,118)
Pre-tax profit (2,019) (63,450)

Other information:

Segment Fixed capital expenditure Depreciation and
amortisation through
profit or loss
Provisions and impairment
losses
1st S 12 1st S 11 1st S 12 1st S 11 1st S 12 1st S 11
Construction 22,953 14,266 16,062 16,503 (334) 1,974
Cement, concrete and aggregates - 177 - 1,149 - 52
Concessions and services 2,103 3,328 1,934 1,824 5 -
Real estate 400 13,117 1,482 970 - -
Hotel services 5,383 14,157 5,093 3,525 - -
Distribution 8,034 2,302 1,872 1,393 - -
Energy 1,900 674 933 999 - -
Automobile 568 145 532 625 - -
Not allocated to segments - - 1 2,055 - -
41,341 48,166 27,909 29,043 (329) 2,026

The assets and liabilities of the segments and their respective reconciliation with the consolidated total, as at 30 June 2012 and 31 December 2011, are as follows:

Assets Liabilities
30-06-2012 31-12-2011
Segment Investments
in associates
(Note 15)
Financial
assets
available for
sale (Note 17)
Other assets Total Investments
in associates
(Note 15)
Financial
assets
available for
sale (Note 17)
Other assets Total 30-06-2012 31-12-2011
Construction 19,785 - 1,559,663 1,579,448 21,483 - 1,810,631 1,832,114 1,196,719 1,259,610
Concessions and services 816 15,155 233,085 249,056 809 17,610 303,459 321,878 166,365 212,354
Real estate 92 33,375 1,611,275 1,644,742 192 46,317 1,711,240 1,757,749 1,230,414 1,313,841
Hotel services - - 345,921 345,921 - - 353,190 353,190 309,242 320,576
Distribution - - 149,735 149,735 - - 178,115 178,115 81,253 107,860
Energy 24 - 79,777 79,801 24 - 80,169 80,193 51,892 52,016
Automobile - - 157,403 157,403 - - 178,943 178,943 119,943 129,225
Not allocated to segments 38,738 4,414 347,052 390,204 35,756 6,125 427,935 469,816 42,633 74,378
Elimination - - (1,876,100) (1,876,100) - - (2,418,804) (2,418,804) (798,761) (1,049,317)
59,455 52,944 2,607,811 2,720,210 58,264 70,052 2,624,878 2,753,194 2,399,700 2,420,543

The sales, services rendered and information on non-current non-monetary assets by geographical segment are broken down as follows for the periods ended on 30 June 2012 and 2011 and as 30 June 2012 and 31 December 2011, respectively:

Sales and services rendered Non-monetary non-current
assets
Geographic segment 1st S 12 1st S 11 30-06-2012 31-12-2011
Portugal 181,502 242,629 666,865 662,256
Angola 294,529 227,057 343,824 335,474
Algeria 23,280 25,288 12,244 11,987
Brazil 42,004 72,657 31,816 33,704
Spain 11,116 13,648 11,530 13,885
Mozambique 14,301 15,387 24,947 18,384
Venezuela 16,635 3,938 5,512 4,727
Other 5,037 10,769 3,333 3,557
588,404 611,373 1,100,071 1,083,974

Non-current non-monetary assets include goodwill, tangible assets, intangible assets and investment properties.

8 - OPERATING INCOME

For the periods ended on 30 June 2012 and 2011, the operating income was as follows:

1st S 12 1st S 11 2nd Q 12 2nd Q 11
Sales and services rendered:
Sales 460,617 454,574 243,625 225,576
Services rendered 127,787 156,799 61,325 76,884
588,404 611,373 304,950 302,460
Other operating income:
Supplementary income 3,922 3,285 1,813 1,455
Disposal of assets (a) 2,723 2,155 1,573 710
Change in the fair value of investment properties (Note 14) 2,163 4,571 317 971
Tax refunds 1,876 858 21 512
Own work capitalised (b) 1,785 146 1,077 113
Inventory gains 1,231 2,226 616 1,072
Other operating income 5,992 2,903 5,013 863
19,692 16,144 10,430 5,696
608,096 627,517 315,380 308,156

(a) The gains indicated above were mainly obtained through the sale of tangible fixed assets to the value of 2,723 thousand euros (1,699 thousand euros as at 30 June 2011).

(b) Own work capitalised essentially corresponds to costs associated to the construction of property.

9 - FINANCIAL RESULTS

The financial results for the periods ended on 30 June 2012 and 2011 were as follows:

1st S 12 1st S 11 2nd Q 12 2nd Q 11
Financial costs and losses:
Interest paid (40,315) (34,405) (21,517) (18,827)
Unfavourable currency conversion differences (28,160) (61,104) (10,779) (14,602)
Other financial costs and losses (15,533) (9,007) (8,704) (4,320)
(84,008) (104,516) (41,000) (37,749)
Financial income and gains:
Interest received 9,886 10,918 5,745 6,978
Favourable currency conversion differences 29,278 48,804 7,494 13,958
Cash discounts 260 405 125 268
Other financial income and gains 2,680 2,478 1,167 1,782
42,104 62,605 14,531 22,986
Earnings from investment activities:
Earnings from associates (a) (996) (21,715) 1,362 (22,589)
Dividends (b) 1,169 1,072 746 536
Other investments (1,531) 2,399 (701) 1,319
Gains / losses in the measurement of assets available for sale (Note 17) (17,108) (48,874) (17,108) (48,874)
(18,466) (67,118) (15,701) (69,608)
Financial results (60,370) (109,029) (42,170) (84,371)

(a) The earnings from associates for the semester ended on 30 June 2012 correspond to the effect of the application of the equity method to the investments in associates, where, for the semester ended on 30 June 2011, this heading includes the effect of the application of the equity method of 517 thousand euros (Note 15).

During the semester ended on 30 June 2011, the Group sold 34% of the company in which it holds a stake "ARENOR, S.L." and 3.75% of "ALVORADA PETRÓLEOS, S.A.", recording a capital loss of 11,024 and 184 thousand euros, respectively.

Furthermore, an impairment loss was also recorded in the remaining holding owned in the Spanish company "ARENOR, S.L.", which had an impact on the financial results of 11,024 thousand euros.

(b) As at 30 June 2012 the values presented correspond to dividends received from "Financial assets available for sale" of 264 thousand euros (314 thousand euros as at 30 June 2011) and the rest is from "Other investments".

During the semester ended on 30 June 2012, no interest was capitalised in the acquisition cost of qualifying assets (1,796 thousand euros as at 30 June 2011). For the effect of the capitalisation of financial costs associated to the acquisition cost of the qualifying assets, an average rate of 4.34% was used as at 30 June 2011.

10 - INCOME TAX

"TD, S.A." and most of the companies in which it holds a stake, based in Portugal, are subject to Corporate Income Tax (IRC) at the rate of 25%. Entities with reportable profit are also subject to the Municipal Surcharge (Derrama Municipal), whose rate may vary to the maximum of 1.5%, as the State Surcharge (Derrama Estadual), incident on taxable profit in excess of 1,500,000 euros and 10,000,000, at the rates of 3% and 5%, respectively. Independently of the profit for tax purposes recorded for the year, the abovementioned entities are also subject to autonomous taxation on charges at the rates established in article 88 of the Corporate Income Tax Code. In the calculation of the taxable profit, to which the abovementioned tax rates are applied, non-acceptable amounts for tax purposes are added to and subtracted from the book value profit. These differences between the book value profit or loss and the profit or loss for tax purposes may be of a temporary or permanent nature.

"TD, S.A." and the subsidiaries which are at least 90% held, directly and indirectly, with head office and effective management located in Portugal, have been taxed under the special taxation scheme for groups of companies (RETGS) since the financial year of 2003. This scheme consists of the aggregation of the taxable assets and liabilities of all the companies included in the consolidation perimeter, pursuant to article 63 and following of the Corporate Income Tax Code, with the application of the IRC rates to the overall result obtained in this manner, after deduction of the reported tax losses.

The value of tax calculated as above is increased by the Municipal and State Surcharge, if applicable, calculated individually and at the rates referred to above.

Pursuant to the legislation in force, tax returns in Portugal are subject to review and correction by the tax authorities for a period of four years (five years for Social Security), except when tax losses have been reported, tax benefits have been granted, or inspections, claims or disputes are underway, in which cases, depending on the circumstances, the periods of time are extended or suspended.

The Board of Directors believes that any corrections which might arise from any tax reviews/inspections to these tax returns will not significantly affect the consolidated financial statements as at 30 June 2012.

The Group records deferred taxes corresponding to the temporary differences between the book value of the assets and liabilities and the corresponding tax base, as laid down in IAS 12 - Income Tax (Note 18).

The income taxes recognised for the periods ended on 30 June 2012 and 2011 are as follows:

1st S 12 1st S 11 2nd Q 12 2nd Q 11
Current tax:
Income tax in Portugal 7,442 8,964 3,680 7,112
Income tax in other jurisdictions 10,497 3,008 3,906 1,639
Current tax 17,939 11,972 7,586 8,751
Deferred tax (Note 18): (15,880) (5,689) (11,077) (4,950)
2,059 6,283 (3,491) 3,801

In addition to the amounts of deferred taxes recorded directly in the income statement, deferred taxes amounting to 115 thousand euros were recorded directly in equity, as at 30 June 2012 (259 thousand euros as at 30 June 2011) (Note 18).

11 - EARNINGS PER SHARE

Earnings per share for the periods ended on 30 June 2012 and 2011 were calculated taking into account the following amounts:

1st S 12 1st S 11 2nd Q 12 2nd Q 11
Net income for the effect of calculating net earnings per basic share (net income for the period) (3,575) (57,822) (9,811) (65,715)
Weighted average number of shares for the effect of calculating net earnings per basic share (thousand) 420,000 420,000 420,000 420,000
Net earnings per basic share (0.01) (0.14) (0.02) (0.16)

Since for the financial years ended on 30 June 2012 and 2011 there are no dilution effects of the earnings per share, the diluted earnings per share are the same as the basic earnings per share.

12 - DIVIDENDS

The General Meeting of Shareholders, held on the 17 May 2012, deliberated not to distribute any dividends.

13 - TANGIBLE FIXED ASSETS

During the semesters ended on 30 June 2012 and 2011, the movements which occurred in the tangible fixed assets, as well as in the respective accumulated depreciation and impairment losses, were as follows:

Land and
natural
resources
Buildings
and other
constructions
Basic
equipment
Transport
equipment
Tools and
utensils
Administrative
equipment
Other
tangible
fixed assets
Tangible
fixed assets
in progress
Advances
for tangible
fixed assets
Total
Gross assets:
Balance as at 1 January 2011 38,270 344,550 384,180 70,301 36,000 36,309 9,547 72,669 10 991,836
Perimeter alteration - - (1,361) (304) - (14) (36) - - (1,715)
Currency conversion adjustments (124) (13,529) (8,807) (1,516) (387) (1,336) (420) (4,707) (1) (30,827)
Additions 325 3,241 9,677 1,151 704 501 9,316 17,362 - 42,277
Transfers and write-offs 37 1,518 3,769 2,483 (14) 114 (5,475) 5,290 (9) 7,713
Disposals (416) (1,012) (2,526) (638) (23) (43) (3) - - (4,661)
Balance as at 30 June 20.11 38,092 334,768 384,932 71,477 36,280 35,531 12,929 90,614 - 1,004,623
Balance as at 1 January 2012 36,871 409,024 358,935 78,270 32,644 39,457 21,127 25,356 - 1,001,684
Currency conversion adjustments 14 4,653 2,271 139 46 560 439 370 - 8,492
Additions - 2,808 13,649 3,091 1,351 1,327 1,058 13,523 - 36,807
Transfers and write-offs (2,820) (540) (8,943) (1,284) 8 (1,090) (3,950) (8,275) - (26,894)
Disposals (24) (128) (4,351) (577) (163) (103) (8) - - (5,354)
Balance as at 30 June 2012 34,041 415,817 361,561 79,639 33,886 40,151 18,666 30,974 - 1,014,735
Accumulated depreciation
& impairment losses:
Balance as at 1 January 2011 164 86,324 265,298 44,338 30,054 28,612 4,146 - - 458,936
Perimeter alteration - - (613) (91) - (6) - - - (710)
Currency conversion adjustments - (3,090) (4,015) (689) (167) (961) (74) - - (8,996)
Reinforcements - 5,700 15,881 5,193 662 909 312 - - 28,657
Transfers and write-offs - 53 (85) (88) 43 (61) (24) - - (162)
Disposals - (600) (1,688) (566) (23) (40) (3) - - (2,920)
Balance as at 30 June 2011 164 88,387 274,778 48,097 30,569 28,453 4,357 - - 474,805
Balance as at 1 January 2012 166 100,846 268,589 53,225 28,462 30,426 4,781 - - 486,495
Currency conversion effect - 1,583 721 289 16 461 38 - - 3,108
Reinforcements 1 7,241 12,983 5,140 631 1,340 237 - - 27,573
Transfers and write-offs - (73) (9,391) (3,044) (39) (818) (25) - - (13,391)
Disposals - (110) (3,598) (524) (93) (93) (4) - - (4,422)
Balance as at 30 June 2012 167 109,487 269,304 55,086 28,977 31,316 5,027 - - 499,363
Net value:
As at 30 June 2011 37,928 246,381 110,154 23,380 5,711 7,078 8,572 90,614 - 529,818
As at 30 June 2012 33,874 306,330 92,257 24,553 4,909 8,835 13,639 30,974 - 515,372

The additions to tangible fixed assets carried out during the period ended on 30 June 2012 refer, essentially, to investments in facilities and equipment.

As at 30 June 2012 the tangible assets in progress include 25,220 thousand euros relative to buildings and other constructions in progress, in particular the following:

  • Development of the Tancagem project in Aveiro;

  • Expansion of the network of "Cash & Carry" shops in Angola;

  • Remodelling of Hotel Tivoli Maputo in Mozambique.

14 - INVESTMENT PROPERTIES

During the semesters ended on 30 June 2012 and 2011, the movement which occurred in investment properties was as follows:

2012 2011
Balance as at 1 January 522,016 509,516
Currency conversion adjustments 2,137 (5,622)
Increases / disposals (1,194) 2,510
Variation in fair value 2,163 3,301
Transfer of tangible assets 595 (156)
Balance as at 30 June 525,717 509,549

The income gained from investment properties arising from operating lease contracts reached 15,581 thousand euros for the semester ended on 30 June 2012 (13,488 thousand euros as at 30 June 2011). Direct operating costs related to investment properties, for the semester ended on 30 June 2012, reached 1,648 thousand euros (2,892 thousand euros as at 30 June 2011).

15 - INVESTMENTS IN ASSOCIATES

The following associates were recorded through the equity method as at 30 June 2012:

Corporate name Head office Effective percentage
holding
ALVOPETRO, S.A. Rua Major Lopes, 800, 3º andar
Belo Horizonte - Minas Gerais - Brazil
43,20%
ALVORADA PETRÓLEO, S.A. Rua Major Lopes, 800, 3º andar
Belo Horizonte - Minas Gerais - Brazil
43,20%
ALSOMA, GEIE. 3 Av André Malraux
Levallois Peret
27,00%
AVIA PORTUGAL - Produtos Petrolíferos, S.A. Edifício 1, Lagoas Park
Porto Salvo
21,14%
Limited Liability Company Cement Khutorskya Str., 70
Odessa
25,48%
CIMPOR MACAU Investment Company, S.A. (a) Av. da Praia Grande, nº 693, Edifício Tai Wah, 15º andar
Macau
13,00%
IMOC - Empreendimentos Imobiliários, S.A.R.L. Av. 24 de Julho, 135
Maputo
46,40%
RPK Gulfstream, Ltd. (a) Tri Ruchja str.
183003, Murmansk
17,47%
SCP AK10 - Empreendimentos e
Participações SPE Ltda.
Avenida Alameda Santos, nº 960 - 19º,
Edifício CYK, Cerqueira César, São Paulo
25,00%
STELGEST - Gestão Hoteleira, S.A. Edifício 2, Lagoas Park
Porto Salvo
45,00%
TEIX.CO, SPA BP 62B Zone D'Active Dar El Beida
Algiers
48,78%
TRAVERSOFER - Industrie et Service
Ferroviaire, S.A.R.L.
27, Chemin du Réservoir, Hydra, Algiers,
Algeria
30,00%

(a) Through its subsidiary C +P.A. - Cimento e Produtos Associados, S.A.

The investments in associates showed the following movements during the semesters ended on 30 June 2012 and 2011:

Holdings Goodwill Total
Balance as at 1 January 2011 63,230 24,883 88,113
Effects of the application of the equity method:
- Effect on net income for the period (Note 9) 517 - 517
- Effect on equity (4,468) - (4,468)
- Dividends received (206) - (206)
Increases 402 - 402
Disposals (9,996) (8,838) (18,834)
Currency conversion adjustments (642) (166) (808)
Transfers (18,108) (8,016) (26,124)
Other (2) - (2)
Balance as at 30 June 2011 30,727 7,863 38,590
Balance as at 1 January 2012 39,180 19,084 58,264
Effects of the application of the equity method:
- Effect on net income for the period (Note 9) (996) - (996)
- Effect on equity 3,595 - 3,595
- Dividends received (222) - (222)
Currency conversion adjustments (668) (470) (1,138)
Other (48) - (48)
Balance as at 30 June 2012 40,841 18,614 59,455

The investments in associates as at 30 June 2012 and 31 December 2011 are detailed as follows:

30-06-2012 31-12-2011
Associates Holdings Goodwill Book value Holdings Goodwill Book value
Limited Liability Company Cement 10,072 11,643 21,715 10,072 11,643 21,715
Alvorada Petróleos, S.A. 12,154 6,908 19,062 12,973 7,374 20,347
Cimpor Macau Investment Company, S.A. 12,282 - 12,282 9,449 - 9,449
IMOC - Empreendimentos Imobiliários, S.A.R.L. 4,741 - 4,741 4,592 - 4,592
RPK Gulfstream Ltd. 816 - 816 809 - 809
TEIX.CO, SPA 661 - 661 942 - 942
SCP AK-10 Empreendimentos e Participações SPE LTDA. 29 63 92 125 67 192
Other 86 - 86 218 - 218
40,841 18,614 59,455 39,180 19,084 58,264

The abovementioned holdings are recorded through the equity method which, for the semesters ended on 30 June 2012 and 2011, had the following impacts:

1st S 12
Associates Gains and
losses in
associates
(Note 9)
Adjustments
of holdings
Dividends Total
Alvorada Petróleos, S.A. (201) 71 (16) (146)
Limited Liability Company Cement 241 (47) - 194
Cimpor Macau Investment Company, S.A. (611) 3,444 - 2,833
IMOC - Empreendimentos Imobiliários, S.A.R.L. 280 (131) - 149
SCP AK-10 Empreendimentos e Participações SPE LTDA. (53) - (39) (92)
TEIX.CO, SPA (506) 225 - (281)
Other (146) 33 (167) (280)
(996) 3,595 (222) 2,377
1st S 11
Gains and
losses in
associates Adjustments
Associates (Note 9) of holdings Dividends Total
Alvorada Petróleos, S.A. (27) (3,624) (13) (3,664)
Arenor, S.L. - (102) - (102)
Cimpor Macau Investment Company, S.A. (1) (68) - (69)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 480 (453) - 27
SCP AK-10 Empreendimentos e Participações SPE LTDA. 69 (221) - (152)
Other (4) - (193) (197)
517 (4,468) (206) (4,157)

As at 30 June 2012, the following participated companies were consolidated through the proportional method, since their management and control is exercised jointly with the other partners/shareholders:

Corporate name Head office Effective percentage
holding
AVIAS - Grupo Ferroviário para a Alta Velocidade, ACE Edifício 1, Lagoas Park
Porto Salvo
14.10%
CAIS DE CRUZEIROS 2ª FASE, ACE Rua da Tapada da Quinta de Cima
Linhó – Sintra
15.00%
CONBATE, ACE Edifício 2, Lagoas Park
Porto Salvo
20.00%
DOURO LITORAL, ACE Edifício 8, Lagoas Park
Porto Salvo
40.00%
D.L.O.E.A.C.E. – Douro Litoral Obras Especiais, ACE Edifício 2, Lagoas Park
Porto Salvo
40.00%
ENGIL/MOTA/TEIXEIRA DUARTE – Requalificações
Urbanas, ACE
Av. Fabril do Norte, 1601
Matosinhos
33.33%
FERROVIAL/TEIXEIRA DUARTE - Obras Hidráulicas
do Alqueva, ACE
Edifício Central Park
Rua Alexandre Herculano, Nº 3, 2º - Linda-a-Velha
50.00%
GMP – Grupo Marítimo Português, ACE Edifício 1, Lagoas Park
Porto Salvo
20.04%
GMP – Grupo Marítimo Português MEK, ACE Edifício 1, Lagoas Park
Porto Salvo
20.04%
GPCC - Grupo Português de Construção de
Infraestruturas de Gás Natural, ACE
Rua Senhora do Porto, 930
Porto
25.00%
GPCC - Grupo Português de Construção de
Infraestruturas da Expo, ACE
Edifício Sagres
Rua Professor Henrique de Barros, nº 4, 2 A - Prior Velho
25.00%
METROLIGEIRO - Construção de Infraestruturas, ACE Estrada da Luz, 90 - 6º E
Lisbon
26,80%
METROPAÇO - Trabalhos de Construção da Estação do
Metropolitano do Terreiro do Paço, ACE
Av. das Forças Armadas, 125 - 2º D
Lisbon
33.33%
NOVA ESTAÇÃO, ACE Av. Frei Miguel Contreiras, nº 54, 7º
Lisbon
25.00%
SOMAFEL E OFM - Obras do Metro, ACE Edifício 1, Lagoas Park
Porto Salvo
60.00%
SOMAFEL/FERROVIAS, ACE Av. Columbano Bordalo Pinheiro, 93 - 7º
Lisbon
36.00%
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE Edifício 2, Lagoas Park
Porto Salvo
57.30%
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do
Parque das Nações em Lisboa - 3ª Fase – Empreitada
de Acabamentos e Instalações Especiais dos Edifícios
para o Hotel e Escritórios, ACE
Edifício 2, Lagoas Park
Porto Salvo
60.00%
TRÊS PONTO DOIS - Trabalhos Gerais de Construção
Civil, Via e Catenária de Modernização da Linha
do Norte, ACE
Av. das Forças Armadas, 125 - 2º C
Lisbon
50.00%

As a result of the consolidation of these participated companies, through the proportional consolidation method, as at 30 June 2012 and 31 December 2011, the following values were included in the consolidated financial statements of the Group:

Current assets Non-current assets Current liabilities Non-current liabilities
30-06-2012 31-12-2011 30-06-2012 31-12-2011 30-06-2012 31-12-2011 30-06-2012 31-12-2011
CAIS DOS CRUZEIROS - 2ª Fase, ACE 161 360 - - 121 1 1 4 0 4 6
CONBATE, ACE 8,710 6,673 1 2 8,362 5,920 - -
DOURO LITORAL, ACE 2,711 7,617 8 1 0 1,175 6,524 1,098 -
DOURO LITORAL OBRAS ESPECIAIS, ACE 561 4,345 2 4 2 7 114 133 8 0 -
ENGIL/MOTA/TEIXEIRA DUARTE - Requalificações Urbanas, ACE - 3 3 - - - 3 3 - -
FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE 117 112 - - 7 6 7 1 138 138
GMP - Grupo Maritimo Português, ACE 1,429 1,370 1 8 2 2 1,511 2,233 - 2 0
GMP – Grupo Marítimo Português MEK, ACE 912 881 1 8 2 0 983 1,123 - 1 2
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE 7 6 7 8 - - 7 6 7 8 - -
GPCIE - Grupo Português de Construção de Infraestruturas da
Expo, ACE 4 8 4 7 - - 4 8 4 7 - -
METROLIGEIRO - Construção de Infraestruturas, ACE 101 133 - - 101 133 - -
METROPAÇO - Trabalhos de Construção da Estação do
Metropolitano do Terreiro do Paço, ACE 1 4 196 - - 1 4 196 - -
NOVA ESTAÇÃO, ACE 1,904 2,347 5 7 1,940 2,355 - -
SOMAFEL E OFM - Obras do Metro, ACE 3 0 4 4 - - 3 0 4 4 - -
Somafel/Ferrovias, ACE 1 0 147 - - - 3 9 - -
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das
Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos
e Instalações Especiais dos Edifícios para o Hotel e
Escritórios, ACE 6 6 6 5 - - 6 8 6 5 - -
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 286 211 - - 286 211 - -
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE 403 489 - - 265 339 - -
17,539 25,148 7 4 8 8 15,170 19,555 1,356 216

As a result of the consolidation of these participated companies through the proportional consolidation method, for the semesters ended on 30 June 2012 and 2011, the following amounts were included in the Group's consolidated financial statements:

Income Costs
1st S 12 1st S 11 1st S 12 1st S 11
CAIS DOS CRUZEIROS - 2ª Fase, ACE 6 762 6 504
CONBATE, ACE 8,525 8,633 8,176 8,278
DOURO LITORAL, ACE 4,891 53,050 4,708 52,279
DOURO LITORAL OBRAS ESPECIAIS, ACE 441 5,263 5 0 3,436
ENGIL/MOTA/TEIXEIRA DUARTE - Requalificações Urbanas, ACE - - - 1
FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE 9 (9) 9 (9)
GMP - Grupo Maritimo Português, ACE 112 1 7 183 115
GMP – Grupo Marítimo Português MEK, ACE 215 394 245 406
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE - - - 2
GPCIE - Grupo Português de Construção de Infraestruturas da
Expo, ACE 1 1 1 5
METROPAÇO - Trabalhos de Construção da Estação do
Metropolitano do Terreiro do Paço, ACE - - - 2
NOVA ESTAÇÃO, ACE 1 2,788 3 0 2,030
Somafel/Ferrovias, ACE 7 138 1 1 4 9
TEIXEIRA DUARTE/OPCA - Fungere - Parcela 1.18 do Parque das
Nações em Lisboa - 3ª Fase - Empreitada de Acabamentos
e Instalações Especiais dos Edifícios para o Hotel e
Escritórios, ACE 1 1 3 3
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 6 4 5 7 6 4 5 7
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE - - 1 1 -
14,273 71,095 13,497 67,158

Included in the information indicated in Note 24, the Group had provided bank guarantees, fidelity guarantee insurance and letters of comfort as an entrepreneur in these joint ventures to the total value of 19,492 thousand euros as at 30 June 2012 (36,268 thousand euros as at 31 December 2011).

17 - FINANCIAL ASSETS AVAILABLE FOR SALE

During the semesters ended on 30 June 2012 and 2011, the movements which occurred in the valuation of the financial assets available for sale, stated at their respective fair value, were as follows:

2012 2011
Fair value as at 1 January 70,052 208,220
Acquisitions during the period - 8,682
Increase / decrease in fair value (17,108) (47,282)
Fair value as at 30 June 52,944 169,620

As at 30 June 2012 and 31 December 2011, the Group held 385,602,439 shares in Banco Comercial Português, S.A..

The financial assets available for sale, and the respective cost and market values, as at 30 June 2012 and 31 December 2011, are as follows:

30-06-2012 31-12-2011
Cost value Market value Cost value Market value
Banco Comercial Português, S.A. 756,394 37,789 756,394 52,442
Banco Bilbao Vizcaya Argentaria, S.A. 35,958 15,155 35,958 17,610
792,352 52,944 792,352 70,052

18 - DEFERRED TAXES

All situations which might significantly affect future taxes are stated through the application of the deferred tax rule.

During the semesters ended on 30 June 2012 and 2011, the movements which occurred in deferred tax assets and liabilities were as follows:

Deferred tax assets Deferred tax liabilities
2012 2011 2012 2011
Balance as at 1 January 107,000 112,050 65,906 68,551
Constitution / Reversal
Net income (Note 10) 14,940 2,995 (940) (2,694)
Equity 536 259 651 -
Currency conversion effect and Adjustments (1,865) (11,109) 219 (1,276)
Balance as at 30 June 120,611 104,195 65,836 64,581

Deferred tax assets were only recorded insofar as it is considered that taxable profits are likely to occur in the future which may be used to recover the tax losses or deductible tax differences. This assessment was based on the business plans of the Group's companies, which are periodically reviewed and updated.

19 - RELATED PARTIES

The transactions and balances between "TD, S.A." and the companies of the Group included in the consolidation perimeter, which are related parties, were eliminated in the consolidation process and are not disclosed in the present note. The balances and transactions between the Group and its associates, related companies and individuals with significant voting rights and own companies, are detailed below.

The terms or conditions applied between these related parties are, in substance, identical to those which would normally be contracted, accepted and applied between independent entities in comparable operations.

The main balances with related entities as at 30 June 2012 and 31 December 2011 are detailed as follows:

Balances receivable Balances payable Loans granted Other debts
Entity 30-06-2012 31-12-2011 30-06-2012 31-12-2011 30-06-2012 31-12-2011 30-06-2012 31-12-2011
AEDL - Auto Estradas do Douro Litoral, S.A. - - 2 - 1,202 1,202 - -
ALSOMA, GEIE - - - 24 - - - -
AVIA PORTUGAL, S.A. - - 6 - - - - -
Cimpor Macau Investment Company, S.A. - - - 8,536 8,536 - -
CINTEL - Construção Interceptor Esgotos, S.A. 46 46 - - 4 4 - -
EIA - Ensino de Investigação e Administração, S.A. - 9 - - - - (324) (324)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 2,462 2,503 - - - - (247) (247)
Limited Liability Company Cement 9,201 8,674 - - 10,072 10,072 - -
Moreira e Cunha, Lda. 7 4 - - - - 2,132 -
MTS - Metro Transportes do Sul, S.A. - - - - 740 740 - -
Promociones Inmobiliárias 3003, C.A. 2 - - - - - (271) (36)
STELGEST - Gestão Hoteleira, S.A. 24 43 - - - - (958) (883)
Tedeven Inmobiliária, CA 1 - 40 - - - - (39)
Teix.co SPA 1,484 1,494 749 532 - - (316) (319)
TRAVERSOFER - Industrie et Service Ferroviaire, SARL - 6 - - - - - -
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. 258 - 182 468 - - - -
13,485 12,779 979 1,024 20,554 20,554 16 (1,848)

The main transactions carried out during the semesters ended on 30 June 2012 and 2011, with related entities were as follows:

Sales and services
rendered
Purchases and services
received
Interest debited
1st S 12 1st S 11 1st S 12 1st S 11 1st S 12 1st S 11
AVIA PORTUGAL, S.A. - - 5 1 3 - -
IMOC - Empreendimentos Imobiliários, S.A.R.L. 2 9 1 5 - - -
Limited Liability Company Cement 104 - - - 579 -
Moreira e Cunha, Lda. 1 4 3 2 - - - -
STELGEST - Gestão Hoteleira, S.A. 4 0 7 2 - - 2 8 1 2
Teix.co SPA - - 191 - - -
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. 258 122 213 187 - -
445 227 414 200 607 1 2

The remunerations of the members of the governing bodies of "TD, S.A." for the periods ended on 30 June 2012 and 2011 were as follows:

1st S 12 1st S 11 2nd Q 12 2nd Q 11
Executive Directors:
Short term benefits 336 534 168 309
Supervisory Board:
Short term benefits 3 3 1 7 1 6 9
Chartered Accountant:
Short term benefits 3 0 3 0 1 5 1 5
399 581 199 333

The remunerations of the senior management staff of "TD, S.A." for the periods ended on 30 June 2012 and 2011 were as follows:

1st S 12 1st S 11 2nd Q 12 2nd Q 11
Senior Staff:
Short term benefits 3,125 3,670 1,750 2,447
3,125 3,670 1,750 2,447

20 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

Cash and cash equivalents

As at 30 June 2012 and 31 December 2011, this heading is broken down as follows:

30-06-2012 31-12-2011
Demand deposits 169,988 261,432
Term deposits 82,624 24,484
Other cash investments 40 201
Cash 10,319 5,576
262,971 291,693

The cash and cash equivalents heading includes cash, deposits payable on demand, cash investments and term deposits with maturity of less than three months, and for which the risk of change of value is insignificant.

Cash flow from investment activities

The receipts derived from financial investments during the periods ended on 30 June 2012 and 2011, refer to the disposal of holdings in the following entities:

1st S 12 1st S 11 2nd Q 12 2nd Q 11
Banco Bilbao Vizcaya Argentaria, S.A. 4,441 6,449 - 219
Alvorada Petróleos, S.A. 5 9 2,398 5 9 2,398
Banco Comercial Português, S.A. - 1,640 - 1,640
Other 400 438 400 238
4,900 10,925 459 4,495

The payments relative to financial investments for the periods ended on 30 June 2012 and 2011, refer to the acquisition of holdings in the following entities:

1st S 12 1st S 11 2nd Q 12 2nd Q 11
Banco Bilbao Vizcaya Argentaria, S.A. 5,471 6,428 - 218
DIGAL - Distribuição e Comércio, S.A. 3,588 - 897 -
EMPA - Serviços de Engenharia, S.A. - 480 - 480
COLT Resources 2,504 - 2,504 -
Banco Comercial Português, S.A. - 8,682 - 8,390
Other 490 510 131 1 2
12,053 16,100 3,532 9,100

The dividends received during the periods ended on 30 June 2012 and 2011, were as follows:

1st S 12 1st S 11 2nd Q 12 2nd Q 11
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. 562 387 562 387
Banco Bilbao Vizcaya Argentaria, S.A. 423 314 1 -
SCP AK-10 Empreendimentos e Participações SPE, Ltda. 3 9 - 3 9 -
Other 368 577 148 349
1,392 1,278 750 736

21 - SHARE CAPITAL

As at 30 June 2012 and 2011, the underwritten and paid-up share capital was represented by 420,000,000 shares with the nominal value of 1 euro each, respectively.

As at 30 June 2012, TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. directly held 197,950,000 shares representing the share capital of TEIXEIRA DUARTE, S.A., corresponding to 47.13% of its share capital.

22 - RESERVES AND RETAINED EARNINGS

Legal reserve: Pursuant to the current legislation, the Company is obliged to transfer at least 5% of its annual net profit to the legal reserve, until it reaches at least 20% of the capital. This reserve is not distributable to shareholders, but may be used to absorb losses, after all other reserves have been depleted, or incorporated in the share capital.

Fair value reserve: The fair value reserve represents the difference between the cost value and market value of the financial assets available for sale, not yet recognised in the income statement.

Free reserves: Free reserves are available for distribution.

Hedging operations reserve: The hedging operations reserve reflects the effective component (net of the tax effect) of the changes in the fair value of the derivative financial instruments classified as cash flow hedges.

23 - LOANS

As at 30 June 2012 and 31 December 2011, the loans raised were as follows:

30-06-2012 31-12-2011
Non-current liabilities:
Bank loans a) 118,274 130,047
Commercial paper b) 382,039 472,911
500,313 602,958
Current liabilities:
Bank loans a) 444,802 458,852
Commercial paper b) 246,674 156,756
691,476 615,608
1,191,789 1,218,566

a) Bank loans

As at 30 June 2012, the internal bank loans, bank overdrafts and secured current accounts earned interest at the weighted annual average rate of 4.41% (3.25% as at 30 June 2011).

As at 30 June 2012, the most significant bank loans contracted by the Group essentially correspond to:

  • Loan raised from Banco Caixa Geral, contracted on 11 February 2008 of the value of 17,820 thousand euros, which will fall due on 11 February 2013.
  • Loan raised from Caixa Banco de Investimento, S.A. and Caixa Geral de Depósitos, S.A., contracted on 21 February 2008, of the present value of 49,098 thousand euros, which will be repaid in 44 equal and successive instalments, ending on 10 December 2033.
  • Loan taken out by the Group at Caixa Geral de Depósitos on 30 December 2008, of the present value of 39,924 thousand euros, which will be repaid in 144 equal and successive monthly instalments, ending on 30 December 2023.
  • Loan raised from Banco Fomento de Angola, contracted on 6 de February de 2009 of the present value of 3.773 thousand euros, which will fall due on 30 March 2014.
  • Loan raised from Banco Fomento de Angola, contracted on 4 de March de 2009 of the present value of 5,212 thousand euros, which will fall due on 4 de January de 2014.
  • Loan raised from Banco BIC, contracted on 27 April 2009 of the present value of 5,420 thousand euros, which will fall due on 27 November 2014.

  • Loan raised from Banco Fomento de Angola, contracted on 15 May 2009 of the present value of 5,212 thousand euros, which will fall due on 30 March 2014.

  • Loan raised from Banco Itaú, contracted on 24 April 2010 of the present value of 10,039 thousand euros, which will fall due on 25 April 2013.
  • Loan raised from Banco Espírito Santo de Investimento, contracted on 29 December 2011, of the present value of 3,918 thousand euros, which will fall due on 28 November 2012.
  • Loan raised from Banco Caixa Geral Totta Angola, contracted on 10 February 2012 of the present value of 19,857 thousand euros, which will fall due on 28 February 2019.

As at 30 June 2012 and 31 December 2011, the bank loans also include the secured current accounts of the value of 352,281 and 373,238 thousand euros, respectively.

b) Commercial paper

As at 30 June 2012, the Group had negotiated the following commercial paper programmes:

  • Grouped contract programme, for the placing and underwriting of private commercial paper with Banco Comercial Português on 14 October 2005, of the total amount of 150,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, to the amounts of 15,000 thousand euros and 135,000 thousand euros, respectively. The participation of each company in the programme may vary each time the programme is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Sixteen six-monthly and successive issues have been contracted for the total nominal value of the programme, earning interest on a six-monthly basis and in arrears at a rate indexed to the six-month Euribor increased by a spread of 0.875%, and with the repayment of the last issue being on 14 October 2013.
  • Grouped programme, for the placing and underwriting of commercial paper contracted on 14 February 2006 with Banco Comercial Português, of the total amount of 50,000 thousand Euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, to the amounts of 5,000 thousand euros and 45,000 thousand euros, respectively. The participation of each company in each programme may vary each time it is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. Sixteen six-monthly and successive issues have been contracted for the total nominal value of the programme, earning interest on a six-monthly basis and in arrears at a rate indexed to the six-month Euribor increased by 0.875% and determined according to the date of the auction, with the repayment of the last issue being on 14 February 2014.
  • Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espírito Santo de Investimento and Banco Espírito Santo on 21 August 2006, of the total amount of 100,000 thousand euros, presently 50,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in the programme may vary each time it is used. The duration of the programme is five years minus one day, counted as of the contract signing date. The issue periods are from 1 to 6 months and earn interest in advance at the Euribor rate of the period increased by a spread of 3%, with the repayment of the last issue being on 20 April 2012.
  • Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espírito Santo Investimento on 21 April 2008, of the total amount of 120,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, with the entire amount being used by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in each programme may vary each time it is used. The duration of the programme is five years minus one day, counted as of the contract signing date, the interest falls due on each repayment date, with the reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to the subscription date, increased by 3% and determined according to the date of each auction, with the repayment of the last issue being on 30 de April de 2013.

  • Grouped contract programme, for the placing and underwriting of commercial paper with Banco Espírito Santo de Investimento and Banco Espírito Santo on 23 December 2008, of the total amount of 100,000 thousand euros, presently 60,000 thousand euros in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.. The participation of each company in each programme may vary each time it is used. The duration of the programme is five years minus one day, counted as of the contract signing date, the interest falls due on each repayment date, with the reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to the subscription date, increased by 3% and determined according to the date of each auction, with the repayment of the last issue being on 22 December 2013.

  • Grouped programme for the placing and underwriting of commercial paper contracted with Caixa Geral de Depósitos on 7 July 2010, of the total amount of 70,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. are participants, with the entire amount being used by Teixeira Duarte - Engenharia e Construções, S.A. The programme was reduced to 60,000 thousand euros on 28 April 2011 and renewed on 11 May 2012 for a further 3 years counted as of 14 May 2012. The interest falls due in advance on each subscription date, with the reference rate being indexed to the Euribor for the respective maturity period, in force on the second business day prior to each subscription date, plus 5.25% and determined in accordance with the date of each auction.
  • Programme for the placing and underwriting of commercial paper contracted with Banco Espírito Santo on 28 December 2010, of the total amount of 34,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. are participants. The programme may be used during three years, counting as of the contract signing date. The interest is earned in advance on each subscription date, with the intervention rate being indexed to the Euribor for the respective period, in force on the second business day prior to each subscription date, plus 3% and determined in accordance with the date of each auction.
  • Grouped programme, for the placing and underwriting of private commercial paper contracted on 14 January 2011 with Banco Comercial Português, with the total amount used being 20,750 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A. and its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. take part, to the amounts of 18,650 thousand euros and 2,100 thousand euros, respectively. The participation of each company in the programme may vary each time the programme is used, with Teixeira Duarte - Engenharia e Construções, S.A. being required to participate with at least 10% of the total value. The duration of the programme is five years, starting from the contract signing date, the interest is earned on a six-monthly basis in arrears, with the reference rate being indexed to the one to six-month Euribor under competitive auction for periods of 7 to 180 days via direct placement, increased by 4% and determined according to the date of each auction, with the repayment of the last issue being made on 6 January 2016.
  • Programme for the placing and underwriting of commercial paper, contracted with Banco Comercial Português, S.A. on 25 August 2011, of the total amount of 20.000 thousand euros. The commercial paper is issued with an issue period of 1, 3 and 6 months with the maturity period of the programme being 1 year, renewable, earning interest at a rate indexed to the Euribor of the issue period, increased by 5.5%.
  • Programme for the placing and underwriting of commercial paper, contracted with Banco Comercial Português, S.A. on 25 August 2011, of the total amount of 25,000 thousand euros. The commercial paper is issued with an issue period of 1, 3 and 6 months with the maturity period of the programme being 1 year, renewable, earning interest at a rate indexed to the Euribor of the issue period, increased by 5.5%.

  • Grouped programme, for the placing and underwriting of commercial paper contracted on 30 December 2011, with Banco Comercial Português, of the total amount of 43,000 thousand euros, in which Teixeira Duarte - Engenharia e Construções, S.A., its associate Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and Teixeira Duarte, S.A. take part, where on this date the amounts used by each were 250 thousand euros, 41,000 thousand euros and 250 thousand euros, respectively. Each of the future issues must necessarily be carried out together by all the issuers and the participation of each issuer cannot be less than 250 thousand euros. The programme may be used over seven years counted as of the date of the first issue, with amortisations being payable at the end of each semester at increasing values between 1,500 and 6,500 thousand euros. The applicable interest rate is the Euribor for each issue period, in force on the second business day prior to its beginning, increased by a spread of 4.25%.

As a result of the commitment of successive renewal during the financial year of the programme contracts, some existing issues as at 30 June 2012 and 31 December 2011 are classified as non-current liabilities.

30-06-2012 31-12-2011
2013 246,356 408,032
2014 89,540 64,511
2015 44,316 14,126
2016 26,207 29,709
2017 and following 93,894 86,580
500,313 602,958

The non-current bank loans are repayable in the following years:

As at 30 June 2012 and 31 December 2011, the funding in foreign currency was expressed as follows:

30-06-2012 31-12-2011
Currency Currency Euros Currency Euros
AON 2,473,625 20,843 2,977,010 22,228
BRL 96,203 37,305 93,461 38,686
MAD - - 1,384 125
NAD - - 5 -
USD 139,728 110,983 131,897 101,938

The loans denominated in foreign currency earn interest at market rates and were converted into Euros based on the exchange rate on the reporting date.

24 - CONTINGENT LIABILITIES, GUARANTEES AND COMMITMENTS

Contingent liabilities:

We disclose that during 2010 and 2011, the Tax Inspection Services (DSIT) of the Taxation and Customs Authority (AT) conducted various inspections to the accounts of the company Teixeira Duarte - Gestão de Participações Investimentos Imobiliários, S.A. ("TDGPII, S.A."), which is 100% indirectly held by TD, S.A..

As a result of these external inspections, of a general scope, to the accounting documentation of TDGPII, S.A. and relative to 2006, 2007 and 2008, the following corrections were made to the initially calculated tax losses:

Calculated AT
Year Tax Loss Correction
2006 24,950 18,837
2007 46,632 29,331
2008 50,590 45,327

These corrections result entirely from the non-acceptance, as a tax cost, of the financial costs incurred with the investment made in participated companies under the form of additional paid-in capital.

Since "TDGPII S.A." is subject to Corporate Income Tax (IRC) in accordance with the Special Taxation Scheme for Groups of Companies (article 69 and following of the IRC Code), the corrections to the tax losses of 2006, 2007 and 2008 were the object of IRC Settlement Statements issued to the controlling company during those financial years - a Teixeira Duarte – Engenharia e Construções, S.A. (TD-EC) – which filed a judicial review at the Administrative and Fiscal Court of Sintra. The Board of Directors firmly believes that its outcome will be favourable to "TDGPII, S.A." and, consequently, to the controlling company.

During 2011, TD-EC was subject to an inspection, of general scope, of the accounting documentation for the financial year of 2008, which resulted in corrections to its taxable profit, of the value of 35,467 thousand euros, and the calculation of payable tax to the value of 849 thousand euros.

The corrections to the taxable profit are, to a large extent, relative to the reinvestment regime established in article 48 of the IRC Code and the payable tax arises from the calculation of autonomous taxation related to the activity developed by the subsidiaries of the company referred to above.

An additional settlement of IRC was issued after 30 June 2012, related to the inspection made to the financial year of 2008 of TD-EC. In view of the disagreement of TD-EC in relation to the arguments underlying a large part of the corrections made by the Taxation and Customs Authority (AT), TD-EC intends to submit a judicial opposition against the said settlement.

The Board of Directors of TD, S.A. also believes that the corrections to the taxable profit for the financial year of 2008, both of TD-EC and the company in which it indirectly holds a stake, "TDGPII, S.A.", will be annulled.

Guarantees:

As at 30 June 2012 and 31 December 2011, the group of companies included in the consolidation had provided the following guarantees to third parties:

30-06-2012 31-12-2011
Bank guarantees provided 502,129 550,483
Fidelity insurance 561,604 556,336

The bank guarantees were essentially provided for the effect of tenders, advances received and as a completion bonds for works.

In order to secure the loan contract concluded with Banco Caixa Geral, of 17,820 thousand euros, granted by GSC - Compañia General de Servicios y Construccion, S.A., GSC - Compañia General de Servicios y Construccion, S.A. and Teixeira Duarte -

Gestão de Participações e Investimentos Imobiliários, S.A. pledged 2,636,250 and 980,239 shares in Banco Bilbao Vizcaya Argentaria, S.A., respectively.

In order to guarantee the commercial paper contract concluded with Banco Comercial Português, S.A., of the value of 43,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and Teixeira Duarte, S.A., a general mortgage was constituted on the properties implanted on lots 6, 18 and 19, located in Lagoas Park.

Also constituted in favour of Caixa Geral de Depósitos, was a mortgage on lot 3, situated in Lagoas Park, owned by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., to secure a loan contract granted by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. of the value of 39,924 thousand euros.

Teixeira Duarte - Engenharia e Construções, S.A., EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A., SOMAFEL - Engenharia e Obras Ferroviárias, S.A., OFM - Obras Públicas, Ferroviárias e Marítimas, S.A., RECOLTE - Recolha, Tratamento e Eliminação de Resíduos, S.A., GSC - Compañia General de Servicios y Construccion, S.A., and EMPA - Serviços de Engenharia, S.A have provided fidelity insurance to guarantee the good completion of works and services.

Apart from the guarantees indicated above, the following pledges were also provided:

To secure the commercial paper contract concluded with Banco Espírito Santo de Investimento, S.A., of the value of 50,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. which are fully used by Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL – Sociedade Gestora de Participações Sociais, S.A. have pledged 157,735,296 and 17,420,992 shares of Banco Comercial Português, S.A., respectively. TEDAL – Sociedade Gestora de Participações Sociais, S.A. also pledged 2,205,882 shares of EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A..

To secure the commercial paper contract signed with Banco Espírito Santo, of the value of 120,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 67,828,134 and 27.618.017 shares of Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 5,294,118 shares of EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A.. Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. constituted a voluntary mortgage on an urban building it owns, destined for warehouses, workshops, materials laboratory and parking of equipment, located on Avenida da Indústria, Alto Estanqueiro - Jardia, Montijo, of the value of 16,428 thousand euros. Quinta de Cravel – Imobiliária, S.A., also constituted a mortgage on the lots for construction numbers 8, 10, 11, 12, 13, 19, 26 and 31, located at Quinta de Cravel, Mafamude, Vila Nova de Gaia, for the total value of 6,894 thousand euros. In the same capacity, Quinta de Cravel – Imobiliária, S.A., also constituted a mortgage on the lot of land for construction number 23, located at Quinta de Cravel, Mafamude, Vila Nova de Gaia, for the total value of 944 thousand euros. V8 – Gestão Imobiliária, S.A. constituted a mortgage on the lots for construction numbers 1, 2, 3, 5, 6, 8 and 16, 18, 20 and 30 located at Empreendimento Santa Maria Design District, Santa Marinha, Vila Nova de Gaia, for the total value of 30,079 thousand euros.

To secure the commercial paper contract concluded with Banco Espírito Santo, of the value of 60,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., which is fully used by Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, S.A. pledged 115,000,000 shares of Banco Comercial Português, S.A. TEDAL – Sociedade Gestora de Participações Sociais, S.A. pledged 104,000,000 shares of C+PA – Cimentos e Produtos Associados, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 1,325,000 participation units of the TDF Closed Real Estate Investment Fund.

To secure the commercial paper contract concluded with Caixa Geral de Depósitos, of the value of 70,000 thousand euros, presently 60,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 4,675,000 participation units of the TDF Closed Real Estate Investment Fund.

To secure the commercial paper contract concluded with Banco Espírito Santo, of the value of 34,000 thousand euros, granted by Teixeira Duarte – Engenharia e Construções, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 500,000 shares of TDGI – Tecnologia de Gestão de Imóveis, S.A.

In order to secure debts to third parties, of the value of 3,922 thousand euros, IMOTD - SGPS, S.A. pledged 24,000 shares of V8, S.A..

To secure the financing contract granted by TDHOSP – Gestão de Edifício Hospitalar, S.A. of the current value of 49,098 thousand euros, Teixeira Duarte - Engenharia e Construções, S.A. pledged to Caixa Geral de Depósitos and Caixa Banco de Investimentos, 1,540,000 shares of TDHOSP – Gestão de Edifício Hospitalar, S.A. Under the same financing contract, Teixeira Duarte - Engenharia e Construções, S.A., as shareholder, pledged the credit rights over TDHOSP – Gestão de Edifício Hospitalar, S.A.

Financial commitments:

As at 30 June 2012 and 31 December 2011, the letters of comfort provided by the subsidiaries reached 542,180 and 478,511 thousand euros, respectively.

As at 30 June 2012 and 31 December 2011, factoring contracts without right of recourse were in force, which were recorded as reductions in accounts receivable of the value of 128,653 and 122,784 thousand euros, respectively. Pursuant to the contractual conditions, the Group's liability is restricted essentially to the guarantee of acceptance on the part of customers of the invoices which are the object of factoring.

Other:

As at 30 June 2012 and 31 December 2011, there were no inventories pledged to secure liabilities.

25 - APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements for the semester ended on 30 June 2012 were approved by the Board of Directors on 31 August 2012.

26 - SUBSEQUENT EVENTS

In this context, "TEIXEIRA DUARTE, S.A." discloses that its 100% held company "TEIXEIRA DUARTE – Engenharia e Construções, S.A.", following previous agreement with the Spanish company "FERROVIAL AEROPUERTOS, S.A." under the foreseen process of privatisation of "ANA – Aeroportos de Portugal, S.A.", communicated to the market on 10 November 2008 and whose period of enforcement had in the meantime expired, concluded on 18 July 2012 a new agreement with "FERROVIAL AEROPUERTOS, S.A.", namely with a view to the study of the terms and conditions to be established in the said privatisation process and, if applicable, the submission of a proposal and the constitution of a consortium composed of the above and other entities, to be defined at a later date.

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