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Teixeira Durate

Quarterly Report Jun 25, 2013

1919_10-q_2013-06-25_f7d34807-c0f4-4aa1-a1df-e104a68a2c58.pdf

Quarterly Report

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CONTENTS

    1. Company Identification
    1. Key Indicators
    1. Teixeira Duarte Group 1st Quarter of 2013
    1. Interim Management Report
  • I. Introduction
  • II. Overall Appraisal of the Activity
  • III. Facts Which Occurred After the End of the 1st Quarter of 2013
  • IV. Outlook for 2013
    1. Consolidated Financial Statements
  • I. Consolidated Statement of 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: € 210.000.000 Single Legal Person and Registration number at Cascais-Oeiras Commercial Registry 509 234 526

KEY INDICATORS

1st Q
2009
1st Q
2010
1st Q
2011
1st Q
2012
1st Q
2013
% Change
2013/2012
Workers 13,412 12,742 11,817 10,412 11,358 9.1%
Turnover 278 297 309 283 342 20.8%
Operating Income 295 307 319 293 354 20.9%
EBITDA 40 37 51 39 54 36.4%
EBITDA / Turnover Margin 14.5% 12.3% 16.4% 13.9% 15.7% 12.9%
EBIT 27 22 37 27 38 39.6%
Tangible fixed assets + Investment properties 970 1,059 1,033 1,031 1,044 1.2%
Investments in associates + Financial assets available for sale + Other investments 1,100 380 315 153 130 (15.3%)
Net debt 1,908 1,055 1,116 927 1,097 18.4%
Total Equity 299 617 549 319 357 11.8%
Net Income Attributable to Shareholders 16 92 8 6 7 15.0%

Notes:

The book values are expressed in millions of Euro

The figures in the "% Change 2013/2,012" column were calculated based on amounts 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 three months of 2013, 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 Income Attributable to Shareholders was positive by EUR 7.2 million;
  • Turnover stood at EUR 342.3 million;
  • Foreign Market represents 78.6% of Turnover;
  • EBITDA reached EUR 53.7 million;
  • EBITDA / Turnover Margin stood at 15.7%;
  • Net Debt stood at EUR 1,097 million;
  • Net Assets of the Group stood at EUR 2,768 million;
  • Financial Autonomy reached 12.9%;
  • Order Book of the Teixeira Duarte Group for the construction sector stood at EUR 2,498 million.

II – OVERALL APPRAISAL OF THE ACTIVITY

Income Statement

for the quarters ended on 31 March 2013 and 2012

1st Q 13 1st Q 12 Var (%)
Operating income 353,890 292,716 20.9%
Operating costs (300,221) (253,359) 18.5%
EBITDA 53,669 39,357 36.4%
Amortisation and depreciation (14,279) (13,722) 4.1%
Provisions and impairment losses (1,120) 1,781 -
EBIT 38,270 27,416 39.6%
Financial results (24,499) (18,200) -
Pre-tax profit 13,771 9,216 49.4%
Income tax (6,981) (5,550) 25.8%
Net income 6,790 3,666 85.2%
Attributable to:
Shareholders 7,173 6,236 15.0%
Non-controlling interests (383) (2,570) -

(Values in thousands of Euro)

The Net Income Attributable to Shareholders was positive by EUR 7,173 thousand.

It is important to highlight that, apart from the improved performance of the Group's companies compared with the same quarter of the previous year, other factors also influenced the results, in particular:

1st Q 13 1st Q 12 Var (%)
Currency conversion differences (5,692) 4,403 -
(5,692) 4,403 -

Turnover, as a whole, increased by 20.8% relative to the same period of 2012, reaching EUR 342,280 thousand, where Portugal decreased by 22.5% and the other markets increased by 42.4%, with the latter now accounting for 78.6% of the total Turnover of the Teixeira Duarte Group.

(Values in thousands of Euro)

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 Q 13 Contributi
on (%)
1st Q 12 Contributi
on (%)
Var (%)
Portugal 73,277 21.4% 94,528 33.3% (22.5%)
Angola 181,518 53.0% 139,968 49.4% 29.7%
Algeria 13,484 3.9% 9,771 3.4% 38.0%
Brazil 18,333 5.4% 19,152 6.8% (4.3%)
Spain 6,450 1.9% 5,594 2.0% 15.3%
Mozambique 12,188 3.6% 3,428 1.2% 255.5%
Venezuela 34,559 10.1% 9,279 3.3% 272.4%
Other 2,471 0.7% 1,734 0.6% 42.5%
342,280 100.0% 283,454 100.0% 20.8%

Turnover by Country

Activity Sector 1st Q 13 1st Q 12 Var (%)
Construction 160,751 120,640 33.2%
Concessions and Services 16,194 14,708 10.1%
Real Estate 21,644 14,845 45.8%
Hotel Services 18,253 18,931 (3.6%)
Distribution 49,566 35,303 40.4%
Energy 28,812 35,637 (19.2%)
Automobile 47,060 43,390 8.5%
342,280 283,454 20.8%

Turnover by Activity

(Values in thousands of Euro)

An analysis is presented of this indicator, taking into account its evolution by activity sector:

with the March 2012, in spite of the strong decline in the domestic market of 37.2% by the end of the period.

In Angola, the Group achieved an increase of 54.7% in the Angolan market and in Algeria growth of 38% year-on-year.

Mozambique and Venezuela recorded very significant growth, with the first having increased from EUR 1,074 thousand to EUR 9.387 thousand and, in the second, from EUR 9,279 thousand to EUR 34,559 thousand.

As at 31 March 2013, the foreign market represented 73.7% of Construction turnover.

Concessions and Services Turnover

In Concessions and Services, Turnover grew by 10.1% compared with the first three months of 2012, with good performance in the foreign markets.

In Portugal, in spite of the strongly adverse circumstances, the Group managed to maintain the same levels of activity as those recorded in March 2012.

Real Estate Turnover

Real Estate business, as a whole, grew by 45.8% relative to March 2012.

In Portugal, even under a climate of retraction of the sector, an increase of 22.8% was recorded, essentially as a result of the disposal of various fractions of the total value of EUR 2 million.

In the Brazilian market an increase of 63.4% was recorded relative to March 2012, due to the specific cycle of the activity.

The Turnover of the Hotel Services fell by 3.6% year-on-year, penalised, essentially, by the performance of the Group's hotels in Angola, which, even so, was attenuated by the 22.7% growth achieved in the hotels in Mozambique.

Distribution grew by 40.4% compared with March 2012, demonstrating the impact of the

Distribution Turnover

expansion of the sales of the Maxi Shops.

Energy Turnover

Automobile Turnover

In Energy, the Group's Turnover fell by 19.2% year-on-year, essentially as a result of the reduction of consumption in Portugal.

The Automobile sector increased its Turnover by 8.5% relative to the period ended on 31 March 2012, with this good performance being especially attributed to the growth of the after-sales segment.

(Values in thousands of Euro)

Operating income increased by 20.9% relative to March 2012, reaching the value of EUR 353,890 thousand.

The table below confirms the good performance not only of the Concessions and Services, Real Estate, Distribution and Automobile sectors, but also in Construction which, in spite of Portugal having declined by 39.3%, in general, increased by 30.7% relative to the first three months of 2012.

Domestic Market Foreign Market Total
Activity Sector 1st Q 13 1st Q 12 Var (%) 1st Q 13 1st Q 12 Var (%) 1st Q 13 1st Q 12 Var (%)
Construction 29,177 48,043 (39.3%) 134,783 77,420 74.1% 163,960 125,463 30.7%
Concessions and Services 4,907 4,876 0.6% 11,785 9,948 18.5% 16,692 14,824 12.6%
Real estate 8,843 8,819 0.3% 14,211 7,949 78.8% 23,054 16,768 37.5%
Hotel services 2,368 2,762 (14.3%) 16,213 16,192 0.1% 18,581 18,954 (2.0%)
Distribution 988 350 182.3% 51,123 35,607 43.6% 52,111 35,957 44.9%
Energy 31,448 36,392 (13.6%) 4 22 (81.8%) 31,452 36,414 (13.6%)
Automobile - - - 48,040 44,336 8.4% 48,040 44,336 8.4%
Total 77,731 101,242 (23.2%) 276,159 191,474 44.2% 353,890 292,716 20.9%

Operating Income by activity and geographical market:

(Values in thousands of Euro)

In view of the evolution referred to above, the contribution of each activity sector to the total value of the operating income achieved as at 31 March 2012 was as follows:

EBITDA increased by 36.4% relative to March 2012, to stand at EUR 53,669 thousand.

Evolution of Consolidated EBITDA

(Values in thousands of Euro)

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

Activity Sector 1st Q 13 1st Q 12 Var (%)
Construction 20,826 11,125 87.2%
Concessions and Services 4,703 2,100 124.0%
Real Estate 5,469 7,854 (30.4%)
Hotel Services 7,167 8,752 (18.1%)
Distribution 7,142 4,856 47.1%
Energy 807 733 10.1%
Automobile 11,169 7,707 44.9%
Not allocated to segments (3,636) (3,795) -
Elimination 22 25 (12.0%)
53,669 39,357 36.4%

EBITDA evolution by Activity

The EBITDA / Turnover Margin improved in relation to the same period of the previous year, having increased from 13.9% to 15.7% in March 2013.

The financial results were negative by EUR 24,499 thousand in the quarter ended on 31 March 2013. The costs related to interest paid recorded similar values to March 2012, with the net change of this indicator having been unfavourable essentially due to the negative impact of the currency conversion differences of EUR 5,692 thousand in March 2013, while in the first quarter of 2012 a positive impact of EUR 4,403 thousand had been recorded.

1st Q 13 1st Q 12 Var (%)
Financial costs and losses: (42,584) (43,008) (1.0%)
Interest paid (18,887) (18,798) 0.5%
Unfavourable currency conversion differences (17,467) (17,381) 0.5%
Other financial costs and losses (6,230) (6,829) (8.8%)
Financial income and gains: 16,954 27,573 (38.5%)
Interest received 4,176 4,141 0.8%
Favourable currency conversion differences 11,775 21,784 (45.9%)
Cash discounts received 129 135 (4.4%)
Other financial income and gains 874 1,513 (42.2%)
Earnings from investment activities: 1,131 (2,765) -
Earnings from associates (321) (2,358) -
Dividends 1,146 423 170.9%
Other investments 306 (830) -
Financial results (24,499) (18,200) -

Income Tax for the quarter ended on 31 March 2013 reached the value of EUR 6,981 thousand, while at the end of the same period of the previous year it had stood at EUR 5,550 thousand.

1st Q 13 1st Q 12 Var (%)
Current tax (15,630) (10,353) 51.0%
Deferred tax 8,649 4,803 80.1%
(6,981) (5,550) 25.8%

(Values in thousands of Euro)

Total Net Assets as at 31 March 2013 stood at EUR 2,768,189 thousand, recording values similar to those observed as at 31 December 2012.

(Values in thousands of Euro)

Net Debt reached EUR 1,097,195 thousand as at 30 March 2013, reflecting an increase of 10.8% in relation to the end of the previous year.

Total Equity grew by 9.6% in relation to 31 December 2012, having reached EUR 357,038 thousand, essentially influenced by the following factors:

  • Net income for the period of EUR 6,790 thousand;

  • Positive currency conversion effect of EUR 19,592 thousand, due to the appreciation of the Currencies in which the Group operates in relation to the Euro;

  • Fair value of the financial assets available for sale, net of deferred tax, of the value of EUR 6,605 thousand.

Financial Autonomy shifted from 11.8% as at 31 December 2012 to 12.9% as at 31 March 2013.

The Average Number of Workers at the end of the quarter ended on 31 March 2013 was 11,358, reflecting an increase of 4.7% compared with 31 December 2012.

"Teixeira Duarte, S.A." shares appreciated from EUR 0.32 as at 31 December 2012 to EUR 0.44 as at 31 March 2013.

The graph below shows the evolution of the stock market prices of the shares during the first three months of the year, having varied over this period between a minimum of EUR 0.31 and maximum of EUR 0.61.

Teixeira Duarte, S.A. Share Prices

During this period, 6,107,975 shares were traded on the stock market, with a total turnover of EUR 2,964,243.

III. FACTS WHICH OCCURRED AFTER THE END OF THE 1st QUARTER OF 2013

TEIXEIRA DUARTE pursued its activity in the different sectors and markets in which it operates, with there not having been, from the closing of the first quarter of 2013 up to the present date, any fact which should be disclosed in relation to this action. Notwithstanding the above, the Shareholders are informed that:

On 25 May 2013, the General Meeting of TEIXEIRA DUARTE, S.A. was held, which approved the Management Reports and other documents presenting the accounts relative to the financial year of 2012, including that corresponding to the proposed appropriation of net income, under which dividends were distributed to the shareholders of the total value of EUR 6,300,000.00, reflecting the gross value of EUR 0.015 per share.

The General Meeting referred to above also approved a deliberation of confidence in the members of the management and supervisory bodies and a vote of praise for the manner in which performed their duties during this last financial year, as well as the statement issued by the Remuneration Committee on policy of remuneration of the members of the management and supervisory bodies, having elected Eng. Jorge Ricardo Figueiredo Catarino as Director of TEIXEIRA DUARTE, S.A. to perform duties together with the other members of the Board of Directors until the end of the current term of office, 2011/2014.

On 29 May 2013 and through stock market transaction carried out to sell shares in "Banco Comercial Português, S.A.", TEIXEIRA DUARTE reduced its holding in this entity to 1.98%. These transactions, as had been the case of others carried out since the beginning of the year, were the result of the fact that Teixeira Duarte had previously deemed that it was appropriate to change to managing its holding in"Banco Comercial Português, S.A." as a cash investment.

IV. OUTLOOK FOR 2013

For 2013, growth is expected of the activity in various countries of importance in the Group's action in the foreign market, namely a significant increase in Venezuela.

Thus, the Teixeira Duarte Group's Order Book for the construction sector reached the impressive total value of EUR 2,498,094 thousand as at 31 March 2013, representing a decrease of 6.6% relative to 31 December 2012.

Therefore, and not counting any new contracts that may arise, the Group has ensured good business levels in construction in the foreign market which, in spite of the current unfavourable circumstances in the domestic market, has implied that, as a whole, Teixeira Duarte already has contracts to the total value of EUR 888,084 thousand for the next nine months of 2013 and EUR 754,136 thousand for 2014, distributed as follows by the markets of operation of the Teixeira Duarte Group:

April - Dec 2013 Contribution (%) 2014 Contribution (%)
89,374 10.1% 36,283 4.8%
291,923 32.9% 139,492 18.5%
92,074 10.4% 126,404 16.8%
77,766 8.8% 40,177 5.3%
41,995 4.7% 42,074 5.6%
291,683 32.8% 368,971 48.9%
3,269 0.4% 735 0.1%
888,084 100.0% 754,136 100.0%

(Values in thousands of Euro)

The development of action in other activity sectors will also be pursued, in particular in Distribution, whenever possible also giving priority to ventures in foreign markets, which, due to their dynamics, are becoming increasingly important in the Teixeira Duarte Group.

For 2013, Teixeira Duarte expects to achieve consolidated operating income of EUR 1,500 million.

Lagoas Park, 31 May 2013

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

Jorge Ricardo de Figueiredo Catarino

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2013 AND 31 DECEMBER 2012 (Values expressed in thousands of Euro)

Notes 31-03-2013 31-12-2012
Non-current assets:
Goodwill 29,722 29,715
Intangible assets 34,362 31,281
Tangible fixed assets 13 544,346 529,775
Investment properties 14 499,590 498,236
Investments in associates 7 and 15 50,778 50,709
Financial assets available for sale 7 and 17 55,943 48,597
Other investments 14,695 14,546
Deferred tax assets 18 119,273 111,912
Customers 59,512 58,091
Other receivables 95 79
Other non-current assets 1,728 1,716
Total non-current assets 1,410,044 1,374,657
Current assets:
Inventories 330,821 313,575
Customers 499,776 476,851
Other receivables 64,326 64,095
Cash and cash equivalents 20 194,095 246,063
Other investments 8,181 10,888
Other current assets 260,946 281,357
Total non-current assets 1,358,145 1,392,829
TOTAL ASSETS 7 2,768,189 2,767,486
Equity:
Share capital 21 210,000 210,000
Adjustments of holdings in associates 1,531 1,607
Currency conversion adjustments 16,887 (3,671)
Reserves and retained earnings 48,616 20,066
Consolidated net income 7,173 24,003
Equity attributable to shareholders 284,207 252,005
Non-controlling interests 72,831 73,863
TOTAL EQUITY 357,038 325,868
Non-current liabilities:
Loans 23 351,086 401,060
Provisions 37,791 38,203
Financial leases 197,074 199,580
Deferred tax liabilities 18 58,604 57,979
Other payables 15,301 15,110
Other non-current liabilities 123,253 177,793
Total non-current liabilities 783,109 889,725
Current liabilities:
Loans 23 940,204 834,905
Suppliers 159,107 187,830
Financial leases 26,282 22,015
Other payables 22,374 19,097
Other current liabilities 480,075 488,046
Total current liabilities 1,628,042 1,551,893
TOTAL LIABILITIES 7 2,411,151 2,441,618
TOTAL LIABILITIES AND EQUITY 2,768,189 2,767,486

The notes are an integral part of the consolidated statement of financial position as at 31 March 2013.

CONSOLIDATED INCOME STATEMENT FOR THE QUARTERS ENDED ON 31 MARCH 2013 AND 2012 (Values expressed in thousands of Euro)

Notes 1st Q 13 1st Q 12
Operating income:
Sales and services rendered 7 and 8 342,280 283,454
Other operating income 8 11,610 9,262
Total operating income 8 353,890 292,716
Operating costs:
Cost of sales (110,343) (104,573)
Change in production (1,094) (56)
External supplies and services (109,145) (84,880)
Staff costs (62,077) (52,259)
Amortisation and depreciation 7 (14,279) (13,722)
Provisions and impairment losses in depreciable and amortisable assets and goodwill. 7 (1,120) 1,781
Other operating costs (17,562) (11,591)
Total operating costs (315,620) (265,300)
Net operating income 7 38,270 27,416
Financial costs and losses 7 and 9 (42,584) (43,008)
Financial income and gains 7 and 9 16,954 27,573
Earnings from investment activities:
Earnings from associates 7 and 9 (321) (2,358)
Other 7 and 9 1,452 (407)
Financial results (24,499) (18,200)
Pre-tax profit 7 13,771 9,216
Income tax 10 (6,981) (5,550)
Consolidated net income for the period 6,790 3,666
Net income attributable to:
Shareholders 11 7,173 6,236
Non-controlling interests (383) (2,570)
Earnings per share:
Basic 11 0.02 0.01
Diluted 11 0.02 0.01

The notes are an integral part of the consolidated income statement for the quarter ended on 31 March 2013.

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT FOR THE QUARTERS ENDED ON 31 MARCH 2013 AND 2012 (Values expressed in thousands of Euro)

1st Q 13 1st Q 12
Consolidated net income for the period 6,790 3,666
Variation in currency conversion adjustments 19,592 (17,653)
Variation in fair value and disposal of financial assets
available for sale 6,605 (294)
Effect of hedge operations 559 (108)
Effect of the application of the equity method (76) 1,888
Other (2,300) (855)
24,380 (17,022)
Comprehensive income for the period 31,170 (13,356)
Comprehensive income attributable to:
Shareholders 32,202 (9,753)
Non-controlling interests (1,032) (3,603)

The notes are an integral part of the consolidated comprehensive income statement for the quarter ended on 31 March 2013.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE QUARTERS ENDED ON 31 MARCH 2013 AND 2012 (Values expressed in thousands of Euro)

Reserves and retained earnings
Adjustments Currency Fair Hedge Consolidated Total equity
of holdings conversion Legal Free value operation Retained net attributable Non-controlling
Notes Share capital in associates adjustments reserve reserves reserve reserve earnings income to shareholders interests Total
Balance as at 1 January 2013 2 1 210,000 1,607 (3,671) 5,500 65,700 995 (11,011) (41,118) 24,003 252,005 73,863 325,868
Comprehensive income for the quarter:
Consolidated net income for the period - - - - - - - - 7,173 7,173 (383) 6,790
Variation in currency conversion adjustments - - 20,558 - - - - - - 20,558 (966) 19,592
Variation in fair value and disposal of financial assets
available for sale 1 7 - - - - - 6,605 - - - 6,605 - 6,605
Effect of hedge operations - - - - - - 559 - - 559 - 559
Effect of the application of the equity method 1 5 - (76) - - - - - - - (76) - (76)
Other - - - - - - - (2,617) - (2,617) 317 (2,300)
Operations with shareholders in the quarter:
Appropriation of the consolidated net income for 2012:
Transfer to retained earnings - - - - - - - 24,003 (24,003) - - -
Balance as at 31 March 2013 210,000 1,531 16,887 5,500 65,700 7,600 (10,452) (19,732) 7,173 284,207 72,831 357,038

The notes are an integral part of the consolidated statement of changes in equity for the quarter ended on 31 March 2013.

Reserves and retained earnings
Adjustments Currency Fair Hedge Consolidated Total equity
of holdings conversion Legal Free value operation Retained net attributable Non-controlling
Notes Share capital in associates adjustments reserve reserves reserve reserve earnings income to shareholders 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 quarter:
Consolidated net income for the period - - - - - - - - 6,236 6,236 (2,570) 3,666
Variation in currency conversion adjustments - - (17,024) - - - - - - (17,024) (629) (17,653)
Variation in fair value and disposal of financial assets
available for sale 1 7 - - - - - (294) - - - (294) - (294)
Effect of hedge operations - - - - - - (108) - - (108) - (108)
Effect of the application of the equity method 1 5 - 1,888 - - - - - - - 1,888 - 1,888
Other - - - - - - - (451) - (451) (404) (855)
Operations with shareholders in the quarter:
Appropriation of the consolidated net income for 2011:
Transfer to retained earnings - - - - - - - (200,437) 200,437 - - -
Balance as at 31 March 2012 420,000 683 13,994 5,500 37,483 (14,274) (8,666) (214,637) 6,236 246,319 72,976 319,295

CONSOLIDATED CASH FLOW STATEMENT FOR THE QUARTERS ENDED ON 31 MARCH 2013 AND 2012 (Values expressed in thousands of Euro)

Notes 1st Q 13 1st Q 12
OPERATING ACTIVITIES:
Receipts from customers 262,763 353,342
Payments to suppliers (248,845) (221,571)
Staff payments (57,843) (52,073)
Cash flow generated by operations (43,925) 79,698
Income tax payment/receipt (5,051) (8,772)
Other receipts/payments relative to operating activity (14,248) (28,590)
Cash flow from operating activities (1) (63,224) 42,336
INVESTMENT ACTIVITIES:
Receipts derived from:
Financial investments 20 8,684 4,441
Tangible fixed assets and investment properties 981 1,351
Interest and similar income 4,407 3,670
Dividends 20 1,146 642
15,218 10,104
Payments relative to:
Financial investments 20 (5,954) (8,521)
Tangible fixed assets and investment properties (17,419) (21,539)
Intangible assets (288) (12)
(23,661) (30,072)
Cash flow from investment activities (2) (8,443) (19,968)
FINANCING ACTIVITIES:
Receipts derived from:
Loans raised 844,935 450,194
Payments relative to:
Loans raised (789,610) (458,364)
Interest and similar costs (18,525) (15,534)
(808,135) (473,898)
Cash flow from financing activities (3) 36,800 (23,704)
Variation in cash and cash equivalents (4)=(1)+(2)+(3) (34,867) (1,336)
Effect of currency conversion differences (17,101) (6,539)
Cash and cash equivalents at the beginning of the period 20 246,063 291,693
Cash and cash equivalents at the end of the period 20 194,095 283,818

The notes are an integral part of the cash flow statement of the quarter ended on 31 March 2013

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2013

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 EUR 420,000,000, represented by 420,000,000 shares with the nominal value of EUR 1 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.

On 19 October 2012, the share capital was reduced to EUR 210,000,000, henceforth being represented by 420,000,000 shares with the nominal value of EUR 0.50.

The business group of TEIXEIRA DUARTE ("Group") is composed of the participated companies indicated in Notes 4, 15 and 16. The Group's core businesses are Construction; Concessions and Services; Real Estate; Hotel Services; Distribution; Energy and Automobile (Note 7).

The values indicated herein are expressed in thousands of Euro.

2 - BASIS OF PRESENTATION

The consolidated financial statements as at 31 March 2013 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 2013 and in conformity with IAS 34 - Interim Financial Reporting.

3 - ALTERATIONS OF POLICIES, ESTIMATES AND ERRORS

During the quarter ended on 31 March 2013, 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 2012 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 31 March 2013, 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
DOMESTIC 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 Praça do Bom Sucesso, nº 61 - Escritórios 501 e 502 100.00%
Pública, S.A.
MARINERTES, S.A.
Porto
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 100.00%
TDF Closed Real Estate Investment Fund Porto Salvo
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
& Filhos, S.A.
Pedreira das Perdigueiras - Laveiras
Paço de Arcos
100.00%
V8 - Gestão Imobiliária, S.A. 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
45.00%
DIGAL - Distribuição e Comércio, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
45.00%
DNGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
50.00%
MERCAPETRO - Produtos Petrolíferos, S.A. (b) Rua Óscar da Silva, 2243
Leça da Palmeira
48.96%
MULTIGÁS - Sociedade Comercial e
Distribuidora de Gás, S.A. (b)
Rua das Lagoas - Campo Raso
Sintra
45.00%
PETRIN - Petróleos e Investimentos, S.A. (b) Edifício 1, Lagoas Park
Porto Salvo
47.91%
PPS - Produtos Petrolíferos, S.A. (b) Edifício 1, Lagoas Park
Porto Salvo
50.00%
PTG - SGPS, S.A. Edifício 1, Lagoas Park
Porto Salvo
100.00%
TANQUIGÁS - Distribuição e Comércio de Gás, S.A. (b) Rua das Lagoas - Campo Raso
Sintra
45.00%
TDARCOL - SGPS, S.A. (c) Edifício 1, Lagoas Park
Porto Salvo
50.00%
AUTOMOBILE
TDO - Investimento e Gestão, S.A. Rua das Pretas, 4 - Fracção 4 D 100.00%
Funchal
Corporate name Head office Effective percentage
holding
OTHER
C + P.A. - Cimento e Produtos Associados, S.A. Edifício 1, Lagoas Park 52.00%
TDO - SGPS, S.A. Porto Salvo
Rua das Pretas, 4 - Fracção 4 D
100.00%
TEDAL - SGPS, S.A. Funchal
Edifício 2, Lagoas Park
Porto Salvo
100.00%
FOREIGN 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 100.00%
BEL-ere – Engenharia e Reabilitação de Estruturas Luanda
Alameda Manuel Van-Dúnem, 318
100.00%
Angola, Lda.
BETANGOLA - Betões e Pré-Fabricados de Angola, Lda.
Luanda
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
100.00%
CASANGOL - Gestão Imobiliária, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
IMOAFRO - Empreendimentos Imobiliários, Lda. Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
TEIXEIRA DUARTE - Engenharia e Construções Luanda
Rua Amílcar Cabral, 27 - R/C D
100.00%
(Angola), Lda.
URBÁFRICA - Sociedade Imobiliária, Lda.
Luanda
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
CND – Companhia Nacional de Distribuição, 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%
AUTO 8, Lda. Cine Atlântico - Luanda
Via A-1, Lote CCB-5 - Pólo Automóvel
100.00%
COMÉRCIO DE AUTOMÓVEIS, Lda. 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)
Luanda
51.00%
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
100.00%
PAREDÃO de Minas Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 306
100.00%
TABOQUINHA Energia, S.A. Bairro São Pedro - Belo Horizonte
Rua Major Lopes, 800 - sala 308
Bairro São Pedro - Belo Horizonte
100.00%
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 – Dionísio da Costa, 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%

CYPRUS

OTHER

LEVENEL, Limited Irakli, Egkomi, 2413
Nicosia
52.00%
SPAIN
CONCESSIONS AND SERVICES
RECOLTE, Servicios y Medioambiente, S.A.U. Av. Alberto Alcocer, 24 - 7º
Madrid
100.00%
Corporate name Head office Effective percentage
holding
GIBRALTAR
CONSTRUCTION
Teixeira Duarte International, LTD. 23, Portland House - Glacis Road
Gibraltar
100.00%
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.
Av. 24 de Julho, 135
Maputo
Av. 25 de Setembro, 1321
100.00%
65.00%
TIVOLI BEIRA - Hotelaria e Serviços, Lda. Maputo
Av. 24 de Julho, 141
Maputo
98.63%
NAMIBIA
CONCESSIONS AND SERVICES
KARIBIB Portland Cement (PTY) (d) P O Box 9574 Windhoek 49.40%
KPC Trading and Services (d) Namibia
P O Box 2143 Windhoek
29.64%
SQUIRREL Investments 115 PTY, Ltd. (d) Namibia
P O Box 2143 Windhoek
Namibia
49.40%
RUSSIA
CONCESSIONS AND SERVICES
MMK Cement, Limited Liability Company (d) Murmansk
Russia
36.40%
Corporate name Head office Effective percentage
holding
VENEZUELA
CONSTRUCTION
Consorcio Boyacá – La Guaira Av. San Juan Bosco Ota Coromoto no
Aplica Urb. Altamira – Caracas
Venezuela
57.20%
TEGAVEN - Teixeira Duarte y Asociados, C.A. (a) Av. Este, 6 - Edif. Centro Parque
Carabobo, Piso 6, Of. 601 - Caracas
Venezuela
17.04%

(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 quarter ended on 31 March 2013, no companies entered or left the consolidation perimeter, relative to the consolidation perimeter as at 31 December 2012.

6 - EXCHANGE RATES

The following exchange rates were used to convert the assets and liabilities expressed in foreign currency into Euros as at 31 March 2013 and 31 December 2012, as well as the earnings of the operations developed in countries where the functional currency is different from the Euro, for the quarters ended on 31 March 2013 and 2012:

Closing rate Average rate
Currency 31-03-2013 31-12-2012 Var 31-03-2013 31-03-2012 Var
US Dollar 1.2805 1.3194 (0.0389) 1.3170 1.3229 (0.0059)
Macaense Pataca 10.2403 10.5328 (0.2925) 10.5219 10.5745 (0.0526)
Mozambican Metical 38.9200 39.2400 (0.3200) 39.5075 35.8850 3.6225
Venezuelan Bolivar 8.0570 5.6664 2.3906 6.9500 5.6812 1.2688
Angolan Kwanza 122.2650 126.8460 (4.5810) 126.0405 128.3184 (2.2779)
Algerian Dinar 101.3772 103.1890 (1.8118) 103.2285 98.9901 4.2384
Moroccan Dirham 11.0782 11.1526 (0.0744) 11.1469 11.1542 (0.0073)
Brazilian Real 2.5703 2.7036 (0.1333) 2.6376 2.3562 0.2814
Ukrainian Hryvnia 10.4297 10.6212 (0.1915) 10.6882 10.6095 0.0786
Namibian Dollar 11.8200 11.1727 0.6473 11.7131 10.2441 1.4690
Cape Verdean Escudo 110.2650 110.2650 - 110.2650 110.2650 -
Russian Rouble 39.7617 40.3295 (0.5678) 40.2378 39.9714 0.2663
Tunisian Dinar 2.0441 2.0492 (0.0051) 2.0621 1.9822 0.0799
South Africa Rand 11.8200 11.1727 0.6473 11.7131 10.2441 1.4690

7 – SEGMENTAL INFORMATION

The Group organises its activity according to the following business segments:

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

The sales and services rendered and the earnings of each of operating segment referred to above for the quarters ended on 31 March 2013 and 2012, were as follows:

Sales and services rendered
1st Q 13 1st Q 12 Net operating income
Segment Customers
abroad
Inter
segmental
Total Customers
abroad
Inter-segmental Total 1st Q 13 1st Q 12
Construction 160,751 15,449 176,200 120,640 12,903 133,543 11,735 4,955
Concessions and services 16,194 3,922 20,116 14,708 3,431 18,139 3,695 1,057
Real estate 21,644 3,285 24,929 14,845 2,754 17,599 4,882 7,196
Hotel services 18,253 2,191 20,444 18,931 1,827 20,758 4,585 6,271
Distribution 49,566 2,201 51,767 35,303 2,070 37,373 5,927 4,000
Energy 28,812 689 29,501 35,637 703 36,340 355 268
Automobile 47,060 2,781 49,841 43,390 2,603 45,993 10,705 7,439
Not allocated to segments - - - - - - (3,636) (3,795)
Elimination - (30,518) (30,518) - (26,291) (26,291) 22 25
342,280 - 342,280 283,454 - 283,454 38,270 27,416
Financial costs and losses (Note 9) (42,584) (43,008)
Financial income and gains (Note 9) 16,954 27,573
Earnings from investment activities (Note 9) 1,131 (2,765)
Pre-tax profit 13,771 9,216

The accounting policies in the different segments are consistent with the Group's policies.

Other information:

Segment Fixed capital expenditure Amortisation and
depreciation through
profit or loss
Provisions and
impairment losses
1st Q 13 1st Q 12 1st Q 13 1st Q 12 1st Q 13 1st Q 12
Construction 18,474 12,828 7,949 7,944 1,142 (1,774)
Concessions and services 437 213 1,006 1,050 2 (7)
Real estate 187 291 611 658 (24) -
Hotel services 923 1,216 2,582 2,481 - -
Distribution 2,327 22 1,215 856 - -
Energy 2,953 1,274 452 465 - -
Automobile 1,441 419 464 268 - -
26,742 16,263 14,279 13,722 1,120 (1,781)

The assets and liabilities of the segments and their respective reconciliation with the consolidated total, as at 31 March 2013 and 31 December 2012, are as follows:

Assets Liabilities
31-03-2013
31-12-2012
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 31-03-2013 31-12-2012
Construction 4,776 - 1,744,053 1,748,829 5,427 - 1,651,788 1,657,215 1,279,561 1,196,820
Concessions and services 849 18,493 229,567 248,909 837 19,031 228,447 248,315 157,792 157,604
Real estate 89 32,353 1,608,770 1,641,212 87 25,542 1,562,127 1,587,756 1,193,221 1,179,400
Hotel services - - 342,157 342,157 - - 329,252 329,252 286,947 285,463
Distribution - - 164,419 164,419 - - 154,397 154,397 125,895 118,529
Energy 24 - 84,656 84,680 24 - 79,698 79,722 56,419 52,289
Automobile - - 165,810 165,810 - - 151,887 151,887 125,596 118,917
Not allocated to segments 45,040 5,097 359,487 409,624 44,334 4,024 337,019 385,377 54,200 50,818
Elimination - - (2,037,451) (2,037,451) - - (1,826,435) (1,826,435) (868,480) (718,222)
50,778 55,943 2,661,468 2,768,189 50,709 48,597 2,668,180 2,767,486 2,411,151 2,441,618

The sales, services rendered and information on non-current non-monetary assets by geographical segment are broken down as follows for the quarters ended on 31 March 2013 and 2012 and as 31 March 2013 and 31 December 2012, respectively:

Sales and services
rendered
Non-monetary non
current assets
Geographic segment 1st Q 13 1st Q 12 31-03-2013 31-12-2012
Portugal 73,277 94,528 628,892 630,462
Angola 181,518 139,968 351,922 337,040
Algeria 13,484 9,771 10,855 11,592
Brazil 18,333 19,152 48,922 41,644
Spain 6,450 5,594 11,880 12,236
Mozambique 12,188 3,428 25,259 23,088
Venezuela 34,559 9,279 28,358 31,044
Other 2,471 1,734 1,932 1,901
342,280 283,454 1,108,020 1,089,007

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

8 - OPERATING INCOME

For the quarters ended on 31 March 2013 and 2012, operating income was as follows:

1st Q 13 1st Q 12
Sales and services rendered:
Sales 289,470 216,992
Services rendered 52,810 66,462
342,280 283,454
Other operating income:
Own work capitalised (b) 3,014 708
Inventory gains 2,348 615
Reversal of inventory impairment losses 1,384 20
Supplementary income 1,376 2,109
Tax refunds 1,219 1,855
Disposal of assets (a) 720 1,150
Change in the fair value of investment properties (Note 14) 260 1,846
Other operating income 1,289 959
11,610 9,262
353,890 292,716

(a) The gains indicated above were obtained through the disposal of tangible fixed assets.

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

9 - FINANCIAL RESULTS

The financial results for the quarters ended on 31 March 2013 and 2012 were as follows:

1st Q 13 1st Q 12
Financial costs and losses:
Interest paid (18,887) (18,798)
Unfavourable currency conversion differences (17,467) (17,381)
Other financial costs and losses (6,230) (6,829)
(42,584) (43,008)
Financial income and gains:
Interest received 4,176 4,141
Favourable currency conversion differences 11,775 21,784
Cash discounts received 129 135
Other financial income and gains 874 1,513
16,954 27,573
Earnings from investment activities:
Earnings from associates (a) (321) (2,358)
Dividends (b) 1,146 423
Other investments 306 (830)
1,131 (2,765)
Financial results (24,499) (18,200)

(a) The earnings from associates relative to the quarters ended on 31 March 2013 and 2012 correspond to the effect of the application of the equity method to the investments in associates (Note 15).

(b) As at 31 March 2013 the values presented correspond to dividends received from "Financial assets available for sale" of EUR 273 thousand (EUR 264 thousand as at 31 March 2012) and the rest is from "Other investments".

During the quarters ended on 31 March 2013 and 2012, no interest was capitalised on the acquisition cost of qualifying assets.

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 which record taxable profit are also subject to the Municipal Surcharge, whose rate may vary to the maximum of 1.5%, as well as the State Surcharge, incident on the portion of taxable profit in excess of EUR 1,500,000 and EUR 7,500,000, at the rates of 3% and 5%, respectively. Regardless of the profit for tax purposes recorded for the year, the entities referred to above are also subject to autonomous taxation on the expenses and at the rates established in article 88 of the Corporate Income Tax Code.

For the calculation of the taxable profit, to which the aforesaid tax rates are applied, after deduction of the tax losses carried forward, non-acceptable amounts for tax purposes are added to and/or 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 its 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 earnings of all the companies included in the consolidation perimeter, pursuant to article 69 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 tax losses carried forward.

The value of tax calculated in this form is increased by the Municipal and State Surcharge, if applicable, calculated individually and at the rates referred to above, as well as by the autonomous taxation calculated for each company.

Pursuant to the legislation in force, tax returns in Portugal may be reviewed and corrected by the tax authorities for a period, in general, of four years (five years for Social Security).

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 reported as at 31 March 2013.

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 quarters ended on 31 March 2013 and 2012 are as follows:

1st Q 13 1st Q 12
Current tax:
Income tax in Portugal (5,395) (3,762)
Income tax in other jurisdictions (10,235) (6,591)
Current tax (15,630) (10,353)
Deferred tax (Note 18): 8,649 4,803
(6,981) (5,550)

In addition to the amounts of deferred taxes recorded directly in the income statement, deferred taxes amounting to EUR (942) thousand were recorded directly in equity, as at 31 March 2013 (EUR 467 thousand as at 31 March 2012) (Note 18).

11 - EARNINGS PER SHARE

Earnings per share for the quarters ended on 31 March 2013 and 2012 were calculated taking into account the following amounts:

1st Q 13 1st Q 12
Net income for the effect of calculating earnings per basic share (net income for the period) 7,173 6,236
Weighted average number of shares for the effect of calculating earnings per basic share (thousand) 420,000 420,000
Earnings per basic share 0.02 0.01

Due to the fact that, for the quarters ended on 31 March 2013 and 2012, 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 25 May 2013, deliberated the distribution of dividends of EUR 0.015 per share. These dividends were deliberated in consideration of the individual financial statements of the Company as at 31 December 2012 and will reach EUR 6,300 thousand.

13 - TANGIBLE FIXED ASSETS

During the quarters ended on 31 March 2013 and 2012, the movements which occurred in the tangible fixed assets, as well as in the respective accumulated depreciation and impairment losses, were as follows:

Land Buildings Other Tangible Advances
& natural and other Basic Transport Tools and Administrative tangible fixed assets on account of
resourcesconstructions equipment equipment utensils equipment fixed assets in progress tang. fixed assets Total
Gross assets:
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 (158) (8,545) (4,592) (2,607) (51) (746) (495) (457) - (17,651)
Additions - 428 8,814 1,274 953 639 1,299 2,584 - 15,991
Transfers and write-offs - 1,483 (6,625) 1,853 166 (235) (221) (934) - (4,513)
Disposals (26) (222) (1,175) (74) (114) (104) (5) (14) - (1,734)
Balance as at 31 March 2012 36,687 402,168 355,357 78,716 33,598 39,011 21,705 26,535 - 993,777
Balance as at 1 January 2013 33,826 409,352 378,473 79,547 36,997 40,160 18,723 43,985 183 1,041,246
Currency conversion adjustments (223) 4,909 687 493 170 542 396 (587) (54) 6,333
Additions - 637 9,898 1,872 777 404 632 9,819 - 24,039
Transfers and write-offs (2) (1,527) 1,235 488 (61) (48) (2,285) 3,079 (129) 750
Disposals (33) (205) (835) (657) (31) (230) (3) - (1,994)
Balance as at 31 March 2013 33,568 413,166 389,458 81,743 37,852 40,828 17,463 56,296 - 1,070,374
Accumulated depreciation
and impairment losses:
Balance as at 1 January 2012 166 100,846 268,589 53,225 28,462 30,426 4,781 - - 486,495
Currency conversion adjustments - (2,490) (3,431) (1,909) (28) (546) (42) - - (8,446)
Reinforcements - 3,346 6,609 2,541 287 657 126 - - 13,566
Transfers and write-offs - (6) (5,912) (64) (11) (594) - - - (6,587)
Disposals - (94) (1,123) (25) (84) (81) (4) - - (1,411)
Balance as at 31 March 2012 166 101,602 264,732 53,768 28,626 29,862 4,861 - - 483,617
Balance as at 1 January 2013 166 112,991 274,973 57,899 28,900 31,386 5,156 - - 511,471
Currency conversion effect - 353 984 504 11 513 42 - - 2,407
Reinforcements - 3,720 6,366 2,497 625 712 123 - - 14,043
Transfers and write-offs - (161) 61 (40) (69) (35) (7) - - (251)
Disposals - (165) (614) (637) (30) (193) (3) - - (1,642)
Balance as at 31 March 2013 166 116,738 281,770 60,223 29,437 32,383 5,311 - - 526,028
Net value:
As at 31 March 2012 36,521 300,566 90,625 24,948 4,972 9,149 16,844 26,535 - 510,160
As at 31 March 2013 33,402 296,428 107,688 21,520 8,415 8,445 12,152 56,296 - 544,346

The additions to tangible fixed assets carried out during the quarter ended on 31 March 2013 essentially refer to investments in facilities and equipment.

As at 31 March 2013, the tangible assets in progress include EUR 38,830 thousand relative to buildings and other constructions in progress, in particular the following:

  • For the Distribution sector, the expansion of the network of shops in Angola;

  • For the Energy sector, the development of the tank facility project in Aveiro;

14 - INVESTMENT PROPERTIES

During the quarters ended on 31 March 2013 and 2012, the movement which occurred in investment properties was as follows:

2013 2012
Balance as at 1 January 498,236 522,016
Currency conversion adjustments 2,517 (2,863)
Increases / disposals (1,435) 11
Change in fair value (Note 8) 260 1,846
Transfer of tangible fixed assets 12 -
Balance as at 31 March 499,590 521,010

The income gained from investment properties arising from operating lease contracts reached EUR 7,999 thousand for the quarter ended on 31 March 2013 (EUR 7,939 thousand as at 31 March 2012). During the quarter ended on 31 March 2013, the direct operating costs related to investment properties reached EUR 973 thousand (EUR 930 thousand as at 31 March 2012).

15 - INVESTMENTS IN ASSOCIATES

The following associates were recorded through the equity method as at 31 March 2013:

Corporate name Head office Effective percentage
holding
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
21.32%
CONSORCIO MINERO LUSO VARGAS C.A.
(CONLUVAR)
Av. La Armada, Edifício Centro Socialista Demivargas, Piso 4
1162 La Guaira – Catia La Mar
49.00%
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 quarters ended on 31 March 2013 and 2012:

Holdings Goodwill Total
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) (2,358) - (2,358)
- Effect on equity 1,888 - 1,888
- Dividends received (220) - (220)
Currency conversion adjustments 50 (50) -
Other 1,427 - 1,427
Balance as at 31 March 2012 39,967 19,034 59,001
Balance as at 1 January 2013 39,006 11,703 50,709
Effects of the application of the equity method:
- Effect on net income for the period (Note 9) (321) - (321)
- Effect on equity (76) - (76)
Currency conversion adjustments 180 3 183
Other 283 - 283
Balance as at 31 March 2013 39,072 11,706 50,778

The investments in associates as at 31 March 2013 and 31 December 2012 are detailed as follows:

31-03-2013 31-12-2012
Associates Holdings Goodwill Book value Holdings Goodwill Book value
Limited Liability Company Cement 16,072 11,643 27,715 16,072 11,643 27,715
Cimpor Macau Investment Company, S.A. 12,113 - 12,113 12,113 - 12,113
IMOC - Empreendimentos Imobiliários, S.A.R.L. 5,212 - 5,212 4,506 - 4,506
Alvorada Petróleos, S.A. 3,999 - 3,999 3,975 - 3,975
RPK Gulfstream Ltd. 849 - 849 837 - 837
TEIX.CO, SPA 541 - 541 541 - 541
SCP AK-10 Empreendimentos e Participações SPE LTDA. 26 63 89 27 60 87
Other 260 - 260 935 - 935
39,072 11,706 50,778 39,006 11,703 50,709

The holdings referred to above are recorded through the equity method which, in the quarters ended on 31 March 2013 and 2012, had the following impacts:

1st Q 13
Associates Gains and
losses in
associates
(Note 9)
Adjustments
of holdings
Dividends Total
Alvorada Petróleos, S.A. (157) (21) - (178)
Limited Liability Company Cement (137) (56) - (193)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 65 641 - 706
SCP AK-10 Empreendimentos e Participações SPE LTDA. (2) - - (2)
Other (90) (640) - (730)
(321) (76) - (397)
1st Q 12
Associates Gains and
losses in
associates
(Note 9)
Adjustments
of holdings
Dividends Total
Alvorada Petróleos, S.A. 336 (411) (12) (87)
Limited Liability Company Cement (1,209) (110) - (1,319)
Cimpor Macau Investment Company, S.A. (610) 3,225 - 2,615
IMOC - Empreendimentos Imobiliários, S.A.R.L. (711) (849) - (1,560)
SCP AK-10 Empreendimentos e Participações SPE LTDA. (55) - (41) (96)
Other (109) 33 (167) (243)
(2,358) 1,888 (220) (690)

16 - JOINT VENTURES

As at 31 March 2013, 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 15.00%
CONBATE, ACE Linhó – Sintra
Edifício 2, Lagoas Park
20.00%
DOURO LITORAL, ACE Porto Salvo
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 Edifício Sagres 25.00%
Infraestruturas da Expo, ACE
METROLIGEIRO - Construção de Infraestruturas, ACE
Rua Professor Henrique de Barros, nº 4, 2 A - Prior Velho
Estrada da Luz, 90 - 6º E
26.80%
METROPAÇO - Trabalhos de Construção da Estação do Lisbon
Av. das Forças Armadas, 125 - 2º D
33.33%
Metropolitano do Terreiro do Paço, ACE
NOVA ESTAÇÃO, ACE
Lisbon
Av. Frei Miguel Contreiras, nº 54, 7º
25.00%
SOMAFEL E OFM - Obras do Metro, ACE Lisbon
Edifício 1, Lagoas Park
60.00%
SOMAFEL/FERROVIAS, ACE Porto Salvo
Av. Columbano Bordalo Pinheiro, 93 - 7º
36.00%
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE Lisbon
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 31 March 2013 and 31 December 2012, the following values were included in the Group's consolidated financial statements:

Current assets Non-current assets Current liabilities Non-current liabilities
31-03-2013 31-12-2012 31-03-2013 31-12-2012 31-03-2013 31-12-2012 31-03-2013 31-12-2012
CAIS DE CRUZEIROS - 2ª Fase, ACE 94 95 - - 57 57 18 19
CONBATE, ACE 992 1,098 1 1 540 613 97 131
DOURO LITORAL, ACE 2,420 2,528 5 6 364 344 1,798 1,937
DOURO LITORAL OBRAS ESPECIAIS, ACE 529 542 20 22 32 114 80 80
FERROVIAL / TEIXEIRA DUARTE - Obras Hidráulicas do Alqueva, ACE 111 113 - - 74 76 143 144
GMP - Grupo Maritimo Português, ACE 1,221 1,215 1 5 1,273 1,262 - -
GMP – Grupo Marítimo Português MEK, ACE 673 674 - - 787 780 - -
GPCC - Grupo Português de Construção de Infraestruturas de
Gás Natural, ACE 80 80 - - 80 80 - -
GPCIE - Grupo Português de Construção de Infraestruturas da
Expo, ACE 1 1 - - 1 1 - -
METROLIGEIRO - Construção de Infraestruturas, ACE 105 105 - - 105 105 - -
NOVA ESTAÇÃO, ACE 1,058 1,181 4 4 1,064 1,221 - -
SOMAFEL E OFM - Obras do Metro, ACE 3 30 - - 3 30 - -
SOMAFEL/FERROVIAS, ACE 20 35 - - 1 15 - -
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 56 56 - - 56 56 - -
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 241 230 - - 241 230 - -
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE 393 321 - - 260 187 - -
7,997 8,304 31 38 4,938 5,171 2,136 2,311

As a result of the consolidation of these participated companies through the proportional consolidation method, for the quarters ended on 31 March 2013 and 2012, the following amounts were included in the Group's consolidated financial statements:

Income Costs
1st Q 13 1st Q 12 1st Q 13 1st Q 12
CAIS DE CRUZEIROS - 2ª Fase, ACE 1 2 1 2
CONBATE, ACE 39 5,520 38 5,283
DOURO LITORAL, ACE 167 348 157 233
DOURO LITORAL OBRAS ESPECIAIS, ACE 1 - 7 39
GMP - Grupo Maritimo Português, ACE 4 - 9 39
GMP – Grupo Marítimo Português MEK, ACE 3 143 8 156
NOVA ESTAÇÃO, ACE - 1 - 11
SOMAFEL/FERROVIAS, ACE - - - 4
TEIXEIRA DUARTE - SOPOL - Metro Superfície, ACE 10 - 10 12
TRÊS PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e
Catenária de Modernização da Linha do Norte, ACE - - - 6
225 6,014 230 5,785

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 EUR 18,874 thousand as at 31 March 2013 (EUR 19,342 thousand as at 31 December 2012).

17 - FINANCIAL ASSETS AVAILABLE FOR SALE

During the quarters ended on 31 March 2013 and 2012, the movements which occurred in the valuation of the financial assets available for sale, stated at their respective fair value, were as follows:

2013 2012
Fair value as at 1 January 48,597 70,052
Increase / decrease in fair value 7,346 (723)
Fair value as at 31 March 55,943 69,329

As at 31 March 2013 and 31 December 2012, the Group held 394,211,281 shares in Banco Comercial Português, S.A., as financial assets available for sale.

The financial assets available for sale, and their respective cost and market values, as at 31 March 2013 and 31 December 2012, are as follows:

31-03-2013 31-12-2012
Cost value Market value Cost value Market value
Banco Comercial Português, S.A. 760,114 37,450 760,114 29,566
Banco Bilbao Vizcaya Argentaria, S.A. 35,958 18,493 35,958 19,031
796,072 55,943 796,072 48,597

18 - DEFERRED TAXES

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

During the quarters ended on 31 March 2013 and 2012, the movements which occurred in deferred tax assets and liabilities were as follows:

Deferred tax assets Deferred tax
liabilities
2013 2012 2013 2012
Balance as at 1 January 111,912 107,000 57,979 65,906
Constitution / Reversal
Net income (Note 10) 8,818 4,470 169 (333)
Equity (942) 467 - -
Currency conversion effect and adjustments (515) (1,212) 456 (637)
Balance as at 31 March 119,273 110,725 58,604 64,936

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, periodically reviewed and updated, on the prospects of generating taxable earnings.

As of 1 January 2012, the deduction of tax losses, including tax losses calculated before 1 January 2012, will be limited to 75% of the taxable profit calculated for the year in which the deduction is made.

19 - RELATED PARTIES

The transactions and balances between "TD,S.A." and the Group's companies 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 transactions.

The main balances with related entities as at 31 March 2013 and 31 December 2012 are detailed as follows:

Balances receivable Balances payable Loans granted Other debts
Entity 31-03-2013 31-12-2012 31-03-2013 31-12-2012 31-03-2013 31-12-2012 31-03-2013 31-12-2012
AEBT - Auto Estradas do Baixo Tejo, S.A. - - - - 819 819 - -
AEDL - Auto Estradas do Douro Litoral, S.A. - - - - 1,202 1,202 - -
ALSOMA, GEIE - - 24 24 - - - -
AVIA PORTUGAL, S.A. - - - 33 - - - -
Cimpor Macau Investment Company, S.A. - - - - 8,536 8,536 - -
CINTEL - Construção Interceptor Esgotos, S.A. 46 46 - - 4 4 - -
Consórcio Minero Luso Vargas - CONLUVAR 1,867 1,968 - - - - 150 (1,665)
Consórcio OPSUT 2010 10 2,184 1,873 454 - - - -
EIA - Ensino de Investigação e Administração, S.A. - - - - - - (324) (324)
IMOC - Empreendimentos Imobiliários, S.A.R.L. 2,266 2,213 1 3 - - (254) (247)
RPK Gulfstream, Ltd. - - - - 2,508 2,473 - -
Limited Liability Company Cement 147 147 - - 16,072 16,072 - -
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. - - - - 150 - - -
Moreira e Cunha, Lda. 7 8 - - - - (2,132) (2,132)
MTS - Metro Transportes do Sul, S.A. - - - - 740 740 - -
Promociones Inmobiliárias 3003, C.A. 55 55 - - - - (30) (31)
STELGEST - Gestão Hoteleira, S.A. 9 23 - - - - (1,078) (958)
TEDEVEN Inmobiliária, CA 1 - 27 - - - - -
TEIX.CO SPA 1,456 1,435 768 755 - - (310) (304)
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. - - - 1 - - - -
5,864 8,079 2,693 1,270 30,031 29,846 (3,978) (5,661)

The main transactions carried out in the quarters ended on 31 March 2013 and 2012, with related entities were as follows:

Sales and services
rendered
Purchases and services
received
Interest debited
1st Q 13 1st Q 12 1st Q 13 1st Q 12 1st Q 13 1st Q 12
Consórcio Minero Luso Vargas - CONLUVAR 499 - 2,212 - - -
Consórcio OPSUT 2010 598 - 646 - - -
IMOC - Empreendimentos Imobiliários, S.A.R.L. 5 13 21 21 - -
Limited Liability Company Cement - 104 - - 442 302
Moreira e Cunha, Lda. 14 6 - - - -
STELGEST - Gestão Hoteleira, S.A. 26 28 - - 16 11
TEIX.CO SPA - - - 122 - -
VSL Sistema de Pré-Esforço - Equipamento de Montagem, S.A. - - - 213 - -
1,142 151 2,879 356 458 313

The remunerations of the members of the governing bodies of "TD,S.A." for the quarters ended on 31 March 2013 and 2012 were as follows:

1st Q 13 1st Q 12
Executive directors:
Short term benefits 177 168
Supervisory board:
Short term benefits 17 17
Chartered accountant:
Short term benefits 15 10
209 195

The remunerations of the members of the senior management staff of "TD,S.A." for the quarters ended on 31 March 2013 and 2012 were as follows:

1st Q 13 1st Q 12
Senior staff:
Short term benefits 1,811 1,375
1,811 1,375

20 - NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

Cash and cash equivalents

As at 31 March 2013 and 31 December 2012, this heading is broken down as follows:

31-03-2013 31-12-2012
Demand deposits 131,641 153,725
Term deposits 52,558 80,210
Other cash investments 2,021 2,234
Cash 7,875 9,894
194,095 246,063

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

Cash flow from investment activities

The receipts derived from financial investments in the quarters ended on 31 March 2013 and 2012, refer to the disposal of holdings in the following entities:

1st Q 13 1st Q 12
Banco Bilbao Vizcaya Argentaria, S.A. 5,642 4,441
Banco Comercial Português, S.A. 2,823 -
Other 219 -
8,684 4,441

The payments relative to financial investments in the quarters ended on 31 March 2013 and 2012, refer to the acquisition of holdings in the following entities:

1st Q 13 1st Q 12
Banco Bilbao Vizcaya Argentaria, S.A. 5,680 5,471
DIGAL - Distribuição e Comércio, S.A. - 2,691
Other 274 359
5,954 8,521

The dividends received in the quarters ended on 31 March 2013 and 2012, were as follows:

1st Q 13 1st Q 12
LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. 392 -
Banco Bilbao Vizcaya Argentaria, S.A. 375 422
Other 379 220
1,146 642

21 - SHARE CAPITAL

As at 31 March 2013, the underwritten and paid-up share capital was represented by 420,000,000 shares with the nominal value of EUR 0.5 each (420,000,000 shares with the nominal value of EUR 1 each as at 31 March 2012).

As at 31 March 2013, 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 income to the legal reserve, until it reaches at least 20% of the share capital. This reserve is not distributable to the shareholders, but may be used to absorb losses, after all the other reserves have been depleted, or incorporated in the share capital.

Fair value reserve: The fair value reserve arises from 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: The free reserves are available for distribution.

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

23 - LOANS

31-03-2013 31-12-2012
Non-current liabilities:
Bank loans a) 212,394 211,044
Commercial paper b) 138,692 190,016
351,086 401,060
Current liabilities:
Bank loans a) 426,674 362,145
Commercial paper b) 513,530 472,760
940,204 834,905
1,291,290 1,235,965

As at 31 March 2013 and 31 December 2012, the loans raised were as follows:

a) Bank loans

As at 31 March 2013, the domestic bank loans, bank overdrafts and escrow accounts earned interest at the weighted annual average rate of 3.74% (4.63% as at 31 March 2012).

As at 31 March 2013, 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 EUR 17,820 thousand, which will fall due on 11 February 2016.
  • 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 EUR 48,522 thousand, which will be repaid in 42 equal and successive instalments, ending on 10 December 2033.
  • Loan raised from Banco BIC, contracted on 20 October 2008 of the present value of EUR 4,085 thousand, which will fall due on 27 November 2014.
  • Loan taken out by the Group at Caixa Geral de Depósitos, S.A. on 30 December 2008, of the present value of EUR 37,549 thousand, which will be repaid in 132 equal and successive monthly instalments, ending on 30 December 2023.
  • Loan raised from Banco Fomento de Angola, contracted on 2 February 2009 of the present value of EUR 2,929 thousand, which will fall due on 4 January 2014.
  • Loan raised from Banco Fomento de Angola, contracted on 6 February 2009 of the present value of EUR 2,929 thousand, which will fall due on 30 March 2014.
  • Loan raised from Banco Fomento de Angola, contracted on 6 February 2009 of the present value of EUR 2,245 thousand, which will fall due on 30 September 2014.
  • Loan raised from Banco Itaú, contracted on 24 April 2010 of the present value of EUR 13,771 thousand, which will fall due on 25 April 2013.

  • Loan raised from Banco Caixa Geral Totta Angola, contracted on 21 December 2011 of the present value of EUR 19,524 thousand, which will fall due on 28 February 2019.

  • Loan raised from Banco Espírito Santo de Investimento, S.A. contracted on 29 December 2011, of the present value of EUR 3,923 thousand, which will fall due on 27 November 2015.
  • Loan raised from Banco BPI, S.A., contracted on 19 July 2012 of the present value of EUR 5,009 thousand, which will fall due on 19 July 2015.
  • Loan raised from Banco BIC, contracted on 9 October 2012 of the present value of EUR 15,045 thousand, which will fall due on 5 December 2019.
  • Loan raised from Banco BIC, contracted on 9 October 2012 of the present value of EUR 33,814 thousand, which will fall due on 13 December 2019.
  • Loan raised from Banco Privado Atlântico, contracted on 12 October 2012 of the present value of EUR 28,074 thousand, which will fall due on 18 October 2017.
  • Loan raised from Banco Popular Portugal, S.A., contracted on 13 December 2012, of the present value of EUR 11,656 thousand, which will be repaid in one instalment of EUR 1,000 thousand on 15 June 2013, with the remaining outstanding principal being repaid within 36 months.

As at 31 March 2013 and 31 December 2012, the bank loans also include the escrow accounts of the value of EUR 336,398 and EUR 260,815 thousand, respectively.

b) Commercial paper

As at 31 March 2013, the Group had negotiated the following commercial paper programmes:

  • Grouped programme for the placing and underwriting of commercial paper, through private subscription, contracted with Banco Comercial Português, S.A. on 14 October 2005, of the total amount of EUR 150,000 thousand, 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 EUR 15,000 thousand and EUR 135,000 thousand, 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 with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo, S.A. on 16 December 2005, to the sum of EUR 100,000 thousand, currently EUR 50,000 thousand, 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 August 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 EUR 50,000 thousand, 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 EUR 5,000 thousand and EUR 45,000 thousand, 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 programme for the placing and underwriting of commercial paper contracted with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo, S.A. on 21 April 2008, to the sum of EUR 120,000 thousand, 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 - Engenharia e Construções, 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 20 April 2013.
  • Programme for the placing and underwriting of commercial paper contracted with Banco Comercial Português, S.A. on 18 August 2008, of the total amount of EUR 20,000 thousand. 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 5.75%.
  • Programme for the placing and underwriting of commercial paper contracted with Banco Comercial Português, S.A. on 20 August 2008, of the total amount of EUR 25,000 thousand. 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 5.75%.
  • Grouped programme for the placing and underwriting of commercial paper contracted with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo, S.A. on 23 December 2008, to the sum of EUR 100,000 thousand, currently EUR 49,000 thousand, 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, S.A. on 7 July 2010, to the sum of EUR 70,000 thousand, 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 - Engenharia e Construções, S.A. The participation of each company in each programme may vary each time it is used. The programme was reduced to EUR 60,000 thousand on 28 April 2011 and renewed on 11 May 2012 for a further 3 years counted as of 14 April 2012, providing for partial repayments of EUR 10,000 thousand on 14 May 2013 and 14 May 2014. 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 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, S.A. on 28 December 2010, of the total amount of EUR 34,000 thousand, 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, S.A., with the total amount used being EUR 20,750 thousand, 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 EUR 18,650 thousand and EUR 2,100 thousand, 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 4.375% and determined according to the date of each auction, with the repayment of the last issue being made on 6 January 2016.
  • Grouped programme for the placing and underwriting of commercial paper contracted on 30 December 2011, with Banco Comercial Português, S.A. of the total amount of EUR 43,000 thousand, currently EUR 40,000 thousand, in which TEIXEIRA DUARTE, S.A., TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, where on this date the amounts used by each were EUR 250 thousand, EUR 250 thousand and EUR 39,500 thousand, 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 EUR 250 thousand. The programme may be used over seven years counted as of the date of the first issue, with repayments being foreseen at the end of each semester at increasing values between EUR 1,500 thousand and EUR 6,500 thousand. 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%.
  • Grouped programme for the placing and underwriting of commercial paper with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo on 29 October 2012, to the total amount of EUR 35,000 thousand, in which TEIXEIRA DUARTE, S.A., TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. take part, with the entire amount being used by TEIXEIRA DUARTE - Engenharia e Construções, S.A. The programme may be used during seven years counted as of the date of the first issue, with repayments being foreseen at the end of each semester at increasing values between EUR 1,000 thousand and EUR 2,500 thousand. 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 6.50%.

As a result of the commitment of successive renewal during the financial year of the programme contracts, some existing issues as at 31 March 2013 and 31 December 2012 are classified as non-current liabilities.

31-03-2013 31-12-2012
2014 57,106 114,007
2015 91,352 85,903
2016 54,193 53,896
2017 31,147 30,770
2018 and following 117,288 116,484
351,086 401,060

As at 31 March 2013 and 31 December 2012, the repayment of non-current bank loans is defined as follows:

As at 31 March 2013 and 31 December 2012, the funding in foreign currency was expressed as follows:

31-03-2013 31-12-2012
Currency Currency
Euro
Currency Euro
Venezuelan Bolivar 13,000,000 1,614 10,000 1,765
US Dollar 83,412 65,140 89,008 67,461
Namibian Dollar - - 199 18
Japanese Yen - - 76,000 669
Angolan Kwanza 16,809,247 137,482 14,062,387 110,862
Brazilian Real 85,561 33,288 78,826 29,156

The loans denominated in foreign currency earn interest at market rates and were converted into Euros based on the exchange rate as at 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 Tax and Customs Authority (AT) conducted various inspections to the company TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. ("TDGPII, S.A."), which is 100% indirectly held by TD, S.A.

Following various inspections conducted by the Tax and Customs Authority (AT) to the accounts of the participated company "TDGPII, S.A." relative to 2007, 2008 and 2009, the following corrections were made to the tax losses that had initially been reported by this participated company:

Calculated AT
Year tax loss Correction
2007 46,632 29,331
2008 50,590 45,938
2009 50,182 24,807

With the exception of the amount of EUR 611 thousand included in the correction to the tax loss for 2008 (relative, according to the AT, to the undue application of number 10 of article 22 of the EBF to the distribution of income by the TDF Real Estate Investment Fund), these corrections arise 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 (RETGS) (article 69 and following of the IRC Code), the corrections to the tax losses of 2006, 2007 and 2008 were the object of Statements of Payment of IRC and compensatory interest issued to the controlling company, TEIXEIRA DUARTE - Engenharia e Construções, S.A., which filed judicial reviews at the Administrative and Fiscal Court of Sintra.

During 2012, the Administrative and Fiscal Court of Sintra read the sentence related to the correction of identical nature made by the AT for the financial year of 2006, whose outcome was unfavourable to the Company's claims. Following this sentence, the participated company "TDGPII, S. A." proceeded with the book recording of the correction in question, of the value of EUR 4,709 thousand.

Notwithstanding the unfavourable outcome to the claims of "TDGPII, S.A." and, consequently, the controlling company, under the proceedings relative to the financial year of 2006, the Board of Directors continues to expect a different outcome for the other financial years under court proceedings (2007 and 2008).

It should be noted that the Statement of Payment of IRC and compensatory interest for the financial year of 2008 issued to TEIXEIRA DUARTE - Engenharia e Construções, S.A. (TD-EC) as the controlling company, apart from the corrections described above relative to the participated company "TDGPII", also includes a correction to the taxable profit calculated at an individual level for TD-EC.

The total amount of corrections to the taxable profit reached EUR 35,467 thousand, of which TD-EC objected to EUR 32,595 thousand, related to tax credit, the system of re-investment of tax gains and the undue application of number 10 of article 22 of the EBF.

The correction relative to the financial year of 2009 has not yet been the object of any additional payment required by the controlling company, as at the closing date of March 2013.

In the meantime, "TDGPII" has received a Draft Report relative to the inspection conducted to the financial year of 2010, which contains a proposed correction to the calculated tax loss of the value EUR 6,467 thousand, relative to the same issue that led to the previous corrections described above.

Guarantees:

As at 31 March 2013 and 31 December 2012, the group of companies included in the consolidation had provided the following guarantees to third parties:

31-03-2013 31-12-2012
Bank guarantees provided 398,717 447,093
Fidelity insurance 455,468 564,836

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

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., RECOLTE, Servicios y Medioambiente, S.A.U., EMPA – Serviços de Engenharia, S.A., TEGAVEN – Teixeira Duarte y Asociados, CA and Consórcio Boyacá – La Guaira, have provided completion bonds in order to guarantee the good implementation of works and services rendered.

In order to secure the loan contract signed with Banco Caixa Geral, S.A., of EUR 17,820 thousand, granted by RECOLTE, Servicios y Medioambiente, S.A.U., RECOLTE, Servicios y Medioambiente, S.A.U. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. pledged 2,734,407 and 450,000 shares in Banco Bilbao Vizcaya Argentaria, S.A., respectively.

A mortgage was also constituted in favour of Caixa Geral de Depósitos, S.A. 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 sum of EUR 37,549 thousand.

In order to secure the loan contract signed with Banco BPI, S.A., of the value of EUR 5,009 thousand, TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. mortgaged 23 fractions of the property located at Campo Grande, number 9 in Lisbon.

In order to secure the commercial paper contract signed with Banco Comercial Português, S.A., of the present value of EUR 40,000 thousand, granted by TEIXEIRA DUARTE, S.A., TEIXEIRA DUARTE - Engenharia e Construções, S.A. and TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., mortgaged the properties implanted respectively on lots 6, 18 and 19, located in Lagoas Park.

In order to guarantee the loan of the present value of EUR 11,656 thousand, signed with Banco Popular Portugal, S.A. on 13 December 2012, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários S.A., QUINTA DE CRAVEL - Imobiliária, S.A. and V8 - Gestão Imobiliária, S.A., V8 - Gestão Imobiliária, S.A. mortgaged the fractions owned of the urban property located on Rua de Castro Portugal, numbers 497 and 511; Rua Professora Rita Lopes Ribeiro Fonseca, numbers 28, 34, 40, 46, 52, 58, 64, 70, 76, 80, 94 and 96; and Rua Doutor Miguel Assunção Lopes, number 15, Locality and Parish of Vila Nova de Gaia, as well as the fractions of the urban property called lot 14, located on Rua Guilherme Duarte Camarinha, numbers 30, 38, 42, 48, 54, 62, 70 and 74, and Rua Professora Rita Lopes Ribeiro Fonseca, numbers 12 and 18, Locality of Candal, Parish of Vila Nova de Gaia, for the total value of EUR 10,656 thousand.

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

In order to secure the commercial paper contract signed with Banco Espírito Santo Investimento, S.A. and Banco Espírito Santo, S.A. of EUR 50,000 thousand, 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 336,286,280 and 37,420,992 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 3,266,034 shares in EPOS – Empresa Portuguesa de Obras Subterrâneas, S.A.

In order to secure the commercial paper contract signed with Banco Espírito Santo Investimento, S.A. and Banco Espírito Santo, S.A. of EUR 120,000 thousand, 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 4,277,150 and 16,226,859 shares in Banco Comercial Português, S.A., respectively, and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 9,233,966 shares in 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 EUR 16,428 thousand. QUINTA DE CRAVEL – Imobiliária, S.A., also mortgaged 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 EUR 5,894 thousand. In the same capacity, QUINTA DE CRAVEL - Imobiliária, S.A., likewise mortgaged the lot of land for construction number 23, located at Quinta de Cravel, Mafamude, Vila Nova de Gaia, for the total value of EUR 944 thousand. V8 – Gestão Imobiliária, S.A. mortgaged 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 EUR 30,079 thousand.

In order to secure the commercial paper contract signed with Banco Espírito Santo, S.A. and Banco Espírito Santo, S.A. of the value of EUR 60,000 thousand, currently EUR 40,000, 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 1,325,000 participation units of the TDF Closed Real Estate Investment Fund and TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 104,000,000 shares in C+P.A. – Cimentos e Produtos Associados, S.A.

In order to secure the commercial paper contract signed with Caixa Geral de Depósitos, S.A. of the value of EUR 70,000 thousand, presently EUR 60,000 thousand, 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.

In order to secure the commercial paper contract signed with Banco Espírito Santo de Investimento, S.A. and Banco Espírito Santo, S.A., of the value of EUR 34,000 thousand, granted by TEIXEIRA DUARTE - Engenharia e Construções, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 500,000 shares in TDGI - Tecnologia de Gestão de Imóveis, S.A.

In order to reinforce the guarantees provided under the financial lease contract signed on 31 December 2008 with Banco Comercial Português, S.A., TEDAL - Sociedade Gestora de Participações Sociais, S.A. pledged 9,000,000 shares in SOMAFEL - Engenharia e Obras Ferroviárias, S.A.

In order to secure debts to third parties, of the value of EUR 2,754 thousand, IMOTD - SGPS, S.A. pledged 24,000 shares in V8, S.A.

In order to secure the loan contract granted by TDHOSP - Gestão de Edifício Hospitalar, S.A. of the present value of EUR 48,522 thousand, TEIXEIRA DUARTE - Engenharia e Construções, S.A. pledged to Caixa Geral de Depósitos, S.A. and Caixa Banco de Investimentos, S.A., 1,540,000 shares in TDHOSP - Gestão de Edifício Hospitalar, S.A.. Under the same loan 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 31 March 2013 and 31 December 2012, the letters of comfort provided by TEIXEIRA DUARTE, S.A. and its subsidiaries reached EUR 461,557 thousand and EUR 478,511 thousand, respectively.

As at 31 March 2013 and 31 December 2012, factoring contracts without right of recourse were in force, which were recorded as reductions in accounts receivable of the value of EUR 118,320 thousand and EUR 118,876 thousand, respectively. Pursuant to the contractual conditions, the Group's liability is essentially restricted to the guarantee of acceptance on the part of customers of the invoices which are the object of factoring.

Other:

As at 31 March 2013 and 31 December 2012, there were no inventories pledged to secure liabilities.

25 - APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements for the quarter ended on 31 March 2013 were approved by the Board of Directors on 31 May 2013.

26 - SUBSEQUENT EVENTS

TEIXEIRA DUARTE pursued its activity in the different sectors and markets in which it operates, with there not having been, from the closing of the first quarter of 2013 up to the present date, any fact which should be disclosed in relation to this action. Notwithstanding the above, the Shareholders are informed that:

On 25 May 2013, the General Meeting of TEIXEIRA DUARTE, S.A. was held, which approved the Management Reports and other documents presenting the accounts relative to the financial year of 2012, including that corresponding to the proposed appropriation of net income, under which dividends were distributed to the shareholders of the total value of EUR 6,300,000.00, reflecting the gross value of EUR 0.015 per share.

The General Meeting referred to above also approved a deliberation of confidence in the members of the management and supervisory bodies and a vote of praise for the manner in which performed their duties during this last financial year, as well as the statement issued by the Remuneration Committee on policy of remuneration of the members of the management and supervisory bodies, having elected Eng. Jorge Ricardo Figueiredo Catarino as Director of TEIXEIRA DUARTE, S.A. to perform duties together with the other members of the Board of Directors until the end of the current term of office, 2011/2014.

On 29 May 2013 and through stock market transaction carried out to sell shares in "Banco Comercial Português, S.A.", TEIXEIRA DUARTE reduced its holding in this entity to 1.98%. These transactions, as had been the case of others carried out since the beginning of the year, were the result of the fact that Teixeira Duarte had previously deemed that it was appropriate to change to managing its holding in"Banco Comercial Português, S.A." as a cash investment.

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